OHIO
LEGACY CORP.

    2010
EQUITY AND CASH INCENTIVE PLAN

     

    The
purpose of the Plan is to promote the Company’s long-term financial success and
increase shareholder value by motivating performance through incentive
compensation.  The Plan also is intended to encourage Participants to
acquire ownership interests in the Company, attract and retain talented
employees, directors and consultants and enable Participants to participate in
the Company’s long-term growth and financial success.

    


    ARTICLE
I

    DEFINITIONS

    


    When used
in the Plan, the following capitalized words, terms and phrases shall have the
meanings set forth in this Article I.  For purposes of the Plan, the
form of any word, term or phrase shall include any and all of its other
forms.

    


    1.1          “Act” shall mean the Securities
Exchange Act of 1934, as amended from time to time, or any successor
thereto.

    


    1.2          “Affiliate” shall mean any
entity with whom the Company would be considered a single employer under Section
414(b) or (c) of the Code, but modified as permitted under Treasury Regulations
promulgated under any Code section relevant to the purpose for which the
definition is applied.

    


    1.3          “Award” shall mean any Nonqualified Stock
Option, Incentive Stock Option, Stock Appreciation Right, Restricted Stock,
Other Stock-Based Award or Cash-Based Award granted pursuant to the
Plan.

    


    1.4          “Award Agreement” shall mean
any written or
electronic agreement between the Company and a Participant that describes the
terms and conditions of an Award.  If there is a conflict between the
terms of the Plan and the terms of an Award Agreement, the terms of the Plan
shall govern.

    


    1.5          “Board” shall mean the Board of
Directors of the Company.

    


    1.6          “Cash-Based Award” shall mean
a cash Award granted pursuant to Article IX of the Plan.

    


    1.7          “Cause” shall mean,
unless otherwise provided in the related Award Agreement or in any employment
agreement between the Participant and the Company or any Affiliate or in any
other agreement between the Participant and the Company or any Affiliate (but
only within the context of the events contemplated by the employment agreement
or other agreement, as applicable), a Participant’s: (a) willful and continued
failure to substantially perform assigned duties; (b) gross misconduct; (c)
breach of any term of any agreement with the Company or any Affiliate, including
the Plan and any Award Agreement; (d) conviction of (or plea of no contest or
nolo contendre to) (i) a felony or a
misdemeanor that originally was charged as a felony but which was subsequently
reduced to a misdemeanor through negotiation with the charging entity or
(ii) a crime other than a felony, which involves a breach of trust or
fiduciary duty owed to the Company or any Affiliate; or (e) violation of any
policy of the Company or any Affiliate that applies to the
Participant.  Notwithstanding the foregoing, Cause will not arise
solely because the Participant is absent from active employment during periods
of vacation, consistent with the Company’s applicable vacation policy, or other
period of absence approved by the Company.

    


    1.8          “Change in Control” shall mean,
unless otherwise provided in any employment agreement between the Participant
and the Company or any Affiliate or in any other agreement between the
Participant and the Company or any Affiliate (but only within the context of
events contemplated by the employment agreement or other agreement, as
applicable), the occurrence of any of the following:

    


    (a)           the
members of the Board on the effective date of this Plan (the “Incumbent
Directors”) cease for any reason other than death to constitute at least a
majority of the members of the Board; provided however, that any individual
becoming a director after the effective date of this Plan whose election, or
nomination for election by the Company’s shareholders, was approved by a vote of
at least a majority of the then Incumbent Directors shall also be treated as an
Incumbent Director, but excluding any individual whose initial assumption of
office occurs as a result of a proxy contest or any agreement arising out of an
actual or threatened proxy contest;

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b)           the
acquisition by any person or group (within the meaning of Sections 13(d)
and 14(d)(2) of the Act), other than the Company, any Subsidiary or any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
Subsidiary of the Company, of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Act), directly or indirectly, of thirty percent
(30%) or more of the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors of the Company; provided, however, that the provisions of this
paragraph (b) shall be applied without regard to the acquisition of voting
securities by any entity or person with respect to which that acquirer has filed
SEC Schedule 13G indicating that the voting securities were not acquired and are
not held for the purpose of or with the effect of changing or influencing,
directly or indirectly, the Company’s management or policies, unless and until
that entity or person indicates that its intent has changed by filing SEC
Schedule 13D;

    


    (c)           the
consummation of a merger, consolidation or other business combination of the
Company with or into another entity, or the acquisition by the Company of assets
or shares or equity interests of another entity, as a result of which the
shareholders of the Company immediately prior to such merger, consolidation,
other business combination or acquisition, do not, immediately thereafter,
beneficially own, directly or indirectly, more than fifty percent (50%) of the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors of the entity resulting from such merger,
consolidation or other business combination or the Company;

    


    (d)           the
sale or other disposition of all or substantially all of the assets of the
Company; or

    


    (e)           the
liquidation or dissolution of the Company.

    


    Notwithstanding
the foregoing, with respect to the payment, exercise or settlement of any Award
that is subject to Section 409A of the Code (and for which no exception
applies), a Change in Control shall be deemed not to have occurred unless the
events or circumstances constituting a Change in Control also constitute a
“change in control event” within the meaning of Section 409A of the Code and the
Treasury Regulations promulgated thereunder.

     

    1.9          “Code” shall mean the Internal
Revenue Code of 1986, as amended from time to time, or any successor
thereto.

    


    1.10          “Committee” shall mean the
Compensation Committee of the Board, which will be comprised of at least two (2)
directors, each of whom is a “non-employee” director within the meaning of Rule
16b-3 under the Act.

    


    1.11          “Company” shall mean Ohio
Legacy Corp., an Ohio corporation, and any successor thereto.

    


    1.12          “Consultant” shall mean any
person who renders services to the Company or any of its Affiliates other than
an Employee or a Director.

    


    1.13          “Director” shall mean a person
who is a member of the Board, excluding any member who is an
Employee.

    


    1.14          “Disability” shall
mean:

    


    
      (a)           with
respect to an Incentive Stock Option, “disability” as defined in
Section 22(e)(3) of the Code;

    

    


    (b)           with
respect to the payment, exercise or settlement of any Award that is (or becomes)
subject to Section 409A of the Code (and for which no exception applies),
(i) the Participant is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment that can
be expected to result in death or can be expected to last for a continuous
period of not less than twelve (12) months, (ii) the Participant is, by
reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period
of not less than twelve (12) months, receiving income replacement benefits for a
period of not less than three (3) months under an accident and health plan
covering Employees of the Participant’s employer, or (iii) the Participant
is determined to be totally disabled by the Social Security Administration or
Railroad Retirement Board; and

    


    
      
         

      

      
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    (c)           with
respect to a Participant’s right to exercise or receive settlement of any Award
or with respect to the payment, exercise or settlement of any Award not
described in subsection (a) or (b) of this definition, a Participant’s
inability (established by an independent physician selected by the Committee and
reasonably acceptable to the Participant or to the Participant’s legal
representative) due to illness, accident or otherwise to perform his or her
duties, which is expected to be permanent or for an indefinite duration longer
than twelve (12) months.

    


    1.15          “Employee” shall mean any
person who is a common law employee of the Company or any
Affiliate.  A person who is classified as other than a common-law
employee but who is subsequently reclassified as a common law employee of the
Company or any Affiliate for any reason and on any basis shall be treated as a
common law employee only from the date that reclassification occurs and shall
not retroactively be reclassified as an Employee for any purpose under the
Plan.

    


    1.16          “Fair Market Value” shall
mean the value of one Share on any relevant date, determined under the
following rules:

    


    (a)           If
the Shares are traded on an exchange, the reported “closing price” on the
relevant date if it is a trading day, otherwise on the next trading
day;

    


    (b)           If
the Shares are traded over-the-counter with no reported closing price, the mean
between the lowest bid and the highest asked prices on that quotation system on
the relevant date if it is a trading day, otherwise on the next trading day;
or

    


    (c)           If
neither (a) nor (b) applies, (i) with respect to Nonqualified Stock
Options, Stock Appreciation Rights and any Award that is subject to Section 409A
of the Code, the value as determined by the Committee through the reasonable
application of a reasonable valuation method, taking into account all
information material to the value of the Company, within the meaning of
Section 409A of the Code and the Treasury Regulations promulgated
thereunder, and (ii) with respect to all other Awards, the fair market
value as determined by the Committee in good faith.

    


    1.17          “Incentive Stock Option” shall
mean an Option that is intended to meet the requirements of Section 422 of the
Code.

    


    1.18          “Nonqualified Stock Option”
shall mean an Option that is not intended to be an Incentive Stock
Option.

    


    1.19          “Option” shall mean an option
to purchase Shares which is granted pursuant to Article V of the
Plan.  An Option may be either an Incentive Stock Option or a
Nonqualified Stock Option.

    


    1.20          “Other Stock-Based Award”
shall mean an Award granted pursuant to Article VIII of the Plan.

    


    1.21          “Participant” shall mean an
Employee, Director or Consultant who is granted an Award under the
Plan.

    


    1.22          “Performance-Based Award”
shall mean an Award described in Article X of the Plan.

    


    1.23          “Performance Criteria” shall
mean any performance criteria determined by the Committee in its sole
discretion.

    


    1.24          “Plan” shall mean the Ohio
Legacy Corp. 2010 Equity and Cash Incentive Plan, as set forth herein and as may
be amended from time to time.

    


    
      
         

      

      
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    1.25          “Restricted Stock” shall mean
an Award granted pursuant to Article VII of the Plan through which a Participant
is issued Shares which are subject to specified restrictions on transferability
and forfeitability.

    


    1.26          “Shares” shall mean the common
shares, without par value, of the Company or any security of the Company issued
in satisfaction, exchange or in place of these shares.

    


    1.27          “Stock Appreciation Right”
shall mean an Award granted pursuant to Article VI of the Plan through
which a7Participant is given the right to receive the difference between the
Fair Market Value of a Share on the date of grant and the Fair Market Value of a
Share on the date of exercise of the Award.

    


    1.28          “Subsidiary” shall mean: (a)
with respect to an Incentive Stock Option, a “subsidiary corporation” as defined
under Section 424(f) of the Code; and (b) for all other purposes under the
Plan, any corporation or other entity in which the Company owns, directly or
indirectly, a proprietary interest of more than fifty (50%) by reason of stock
ownership or otherwise.

    


    ARTICLE
II

    SHARES
SUBJECT TO THE PLAN

    


    2.1          Number of Shares Available for
Awards.  Subject to this Article II, the aggregate number of
Shares with respect to which Awards may be granted under the Plan shall be
2,000,000, all of which may be granted with respect to Incentive Stock
Options.  The Shares may consist, in whole or in part, of treasury
Shares, authorized but unissued Shares not reserved for any other purpose or
Shares purchased by the Company or an independent agent in either a private
transaction or in the open market.  Upon a grant of an Award, the
number of Shares available for issuance under the Plan shall be reduced by an
amount equal to the number of Shares subject to such Award, and any Shares
underlying such an Award that become available for future grant under the Plan
pursuant to Section 2.2 shall be added back to the Plan in an amount equal to
the number of Shares subject to such an Award that become available for future
grant under the Plan pursuant to Section 2.2.  

    


    2.2          Share Usage.  In
addition to the number of Shares provided for in Section 2.1, the following
Shares shall be available for Awards under the Plan: (a) Shares covered by
an Award that expires or is forfeited, canceled, surrendered or otherwise
terminated without the issuance of such Shares; (b) Shares covered by an
Award that, by its terms, may be settled only in cash; (c) Shares granted
through the assumption of, or in substitution for, outstanding awards granted by
a company to individuals who become Employees, Directors or Consultants as the
result of a merger, consolidation, acquisition or other corporate transaction
involving such company and the Company or any of its Affiliates; and (d) any
Shares from awards exercised for or settled in vested and nonforfeitable Shares
that are later returned to the Company pursuant to any claw-back policy,
provision or agreement.

    


    2.3          Adjustments.  In the
event of any Share dividend, Share split, recapitalization (including payment of
an extraordinary dividend), merger, reorganization, consolidation, combination,
spin-off, distribution of assets to shareholders, exchange of Shares or any
other change affecting the Shares, the Committee shall make such substitutions
and adjustments, if any, as it deems equitable and appropriate to: (a) the aggregate number of
Shares that may be issued under the Plan; and (b) the exercise price,
number of Shares and other terms or limitations applicable to outstanding
Awards.  Notwithstanding the foregoing, an adjustment pursuant to this
Section 2.3 shall be made only to the extent such adjustment complies, to
the extent applicable, with Section 409A of the Code.

    


    ARTICLE
III

    ADMINISTRATION

    


    3.1          In General.  The
Plan shall be administered by the Committee.  The Committee shall have
full power and authority to: (a) interpret the Plan and any Award
Agreement; (b) establish, amend and rescind any rules and regulations
relating to the Plan; (c) select Participants; (d) establish the terms
and conditions of any Award consistent with the terms and conditions of the
Plan; and (e) make any other determinations that it deems necessary or
desirable for the administration of the Plan.  The Committee may
correct any defect, supply any omission or reconcile any inconsistency in the
Plan or in any Award Agreement in the manner and to the extent the Committee
deems necessary or desirable.  Any decision of the Committee in the
interpretation and administration of the Plan shall be made in the Committee’s
sole and absolute discretion and shall be final, conclusive and binding on all
persons.

    


    
      
         

      

      
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    3.2          Delegation of
Duties.  In its sole discretion, the Committee may delegate any
ministerial duties associated with the Plan to any person (including Employees)
it deems appropriate; provided, however, that the Committee may not delegate (a)
any duties that it is required to discharge to comply any applicable law; (b)
its authority to grant Awards to any Participant who is subject to Section 16 of
the Act; and (c) its authority under the Company’s equity award granting policy
that may be in effect from time to time.

    


    ARTICLE
IV

    ELIGIBILITY

    


    Any
Employee, Director or Consultant selected by the Committee shall be eligible to
be a Participant in the Plan; provided, however, that Incentive Stock Options
shall only be granted to Employees who are employed by the Company or any of its
Subsidiaries.

    


    ARTICLE
V

    OPTIONS

    


    5.1          Grant of
Options.  Subject to the terms and conditions of the Plan,
Options may be granted to Participants in such number, and upon such terms and
conditions, as shall be determined by the Committee in its sole
discretion.

    


    5.2          Award
Agreement.  Each Option shall be evidenced by an Award
Agreement that shall specify the exercise price, the term of the Option, the
number of Shares covered by the Option, the conditions upon which the Option
shall become vested and exercisable and such other terms and conditions as the
Committee shall determine and which are not inconsistent with the terms and
conditions of the Plan.  The Award Agreement also shall specify
whether the Option is intended to be an Incentive Stock Option or a Nonqualified
Stock Option.

    


    5.3          Exercise Price.  The
exercise price per Share of an Option shall be determined by the Committee at
the time the Option is granted and shall be specified in the related Award
Agreement; provided, however, that in no event shall the exercise price of any
Option be less than one hundred percent (100%) of the Fair Market Value of a
Share on the date of grant.

    


    5.4          Term.  The term of
an Option shall be determined by the Committee and set forth in the related
Award Agreement; provided, however, that in no event shall the term of any
Option exceed ten (10) years from its date of grant.

    


    5.5          Exercisability.  Options
shall become exercisable at such times and upon such terms and conditions as
shall be determined by the Committee and set forth in the related Award
Agreement.  Such terms and conditions may include, without limitation,
the satisfaction of (a) performance goals based on one (1) or more Performance
Criteria; and (b) time-based vesting requirements.

    


    5.6          Exercise of
Options.  Except as otherwise provided in the Plan or in a
related Award Agreement, an Option may be exercised for all or any portion of
the Shares for which it is then exercisable.  An Option shall be
exercised by the delivery of a notice of exercise to the Company or its designee
in a form specified by the Committee which sets forth the number of Shares with
respect to which the Option is to be exercised and full payment of the exercise
price for such Shares.  The exercise price of an Option may be paid:
(a) in cash or its equivalent; (b) by tendering (either by actual
delivery or attestation) previously acquired Shares having an aggregate Fair
Market Value at the time of exercise equal to the aggregate exercise price;
provided that such Shares had been held for at least six (6) months or such
other period required to obtain favorable accounting treatment; (c) by a
cashless exercise (including by withholding Shares deliverable upon exercise and
through a broker-assisted arrangement to the extent permitted by applicable
law); (d) by a combination of the methods described in clauses (a), (b)
and/or (c); or (e) though any other method approved by the Committee in its
sole discretion.  As soon as practicable after receipt of the
notification of exercise and full payment of the exercise price, the Company
shall cause the appropriate number of Shares to be issued to the
Participant.

     

    
      
         

      

      
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    5.7          Special Rules Applicable to Incentive
Stock Options.  Notwithstanding any other provision in the Plan
to the contrary:

    


    (a)           The
terms and conditions of Incentive Stock Options shall be subject to and comply
with the requirements of Section 422 of the Code.

    


    (b)           The
aggregate Fair Market Value of the Shares (determined as of the date of grant)
with respect to which Incentive Stock Options are exercisable for the first time
by any Participant during any calendar year (under all plans of the Company and
its Subsidiaries) may not be greater than $100,000 (or such other amount
specified in Section 422 of the Code), as calculated under Section 422 of the
Code.

    


    (c)           No
Incentive Stock Option shall be granted to any Participant who, at the time the
Incentive Stock Option is granted, owns stock possessing more than
ten percent (10%) of the total combined voting power of all classes of
stock of the Company or of any Subsidiary, unless (i) the exercise price of
such Incentive Stock Option is at least one hundred and ten percent (110%) of
the Fair Market Value of a Share on the date the Incentive Stock Option is
granted and (ii) the date on which such Incentive Stock Option will expire
is not later than five (5) years from the date the Incentive Stock Option is
granted.

    


    ARTICLE
VI

    STOCK
APPRECIATION RIGHTS

    


    6.1          Grant of Stock Appreciation
Rights.  Subject to the terms and conditions of the Plan, Stock
Appreciation Rights may be granted to Participants in such number, and upon such
terms and conditions, as shall be determined by the Committee in its sole
discretion.

    


    6.2          Award
Agreement.  Each Stock Appreciation Right shall be evidenced by
an Award Agreement that shall specify the exercise price, the term of the Stock
Appreciation Right, the number of Shares covered by the Stock Appreciation
Right, the conditions upon which the Stock Appreciation Right shall become
vested and exercisable and such other terms and conditions as the Committee
shall determine and which are not inconsistent with the terms and conditions of
the Plan.

    


    6.3          Exercise Price.  The
exercise price per Share of a Stock Appreciation Right shall be determined by
the Committee at the time the Stock Appreciation Right is granted and shall be
specified in the related Award Agreement; provided, however, that in no event
shall the exercise price of any Stock Appreciation Right be less than one
hundred percent (100%) of the Fair Market Value of a Share on the date of
grant.

    


    6.4          Term.  The term of a
Stock Appreciation Right shall be determined by the Committee and set forth in
the related Award Agreement; provided however, that in no event shall the term
of any Stock Appreciation Right exceed ten (10) years from its date of
grant.

    


    6.5          Exercisability of Stock Appreciation
Rights.  A Stock Appreciation Right shall become exercisable at
such times and upon such terms and conditions as may be determined by the
Committee and set forth in the related Award Agreement.  Such terms
and conditions may include, without limitation, the satisfaction of (a)
performance goals based on one (1) or more Performance Criteria; and (b)
time-based vesting requirements.

    


    6.6          Exercise of Stock Appreciation
Rights.  Except as otherwise provided in the Plan or in a
related Award Agreement, a Stock Appreciation Right may be exercised for
all or any portion of the Shares for which it is then exercisable.  A
Stock Appreciation Right shall be exercised by the delivery of a notice of
exercise to the Company or its designee in a form specified by the Committee
which sets forth the number of Shares with respect to which the Stock
Appreciation Right is to be exercised.  Upon exercise, a Stock
Appreciation Right shall entitle a Participant to an amount equal to
(a) the excess of (i) the Fair Market Value of a Share on the exercise date
over (ii) the exercise price per Share, multiplied by (b) the number
of Shares with respect to which the Stock Appreciation Right is
exercised.  A Stock Appreciation Right may be settled in full Shares,
cash or a combination thereof, as specified by the Committee in the related
Award Agreement.

    


    
      
         

      

      
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    ARTICLE
VII

    RESTRICTED
STOCK

    


    7.1          Grant of Restricted
Stock.  Subject to the terms and conditions of the Plan, Shares
of Restricted Stock may be granted to Participants in such number, and upon such
terms and conditions, as shall be determined by the Committee in its sole
discretion.

    


    7.2          Award
Agreement.  Each Restricted Stock Award shall be evidenced by
an Award Agreement that shall specify the number of Shares of Restricted Stock,
the restricted period(s) applicable to the Shares of Restricted Stock, the
conditions upon which the restrictions on the Shares of Restricted Stock will
lapse and such other terms and conditions as the Committee shall determine and
which are not inconsistent with the terms and conditions of the
Plan.

    


    7.3          Terms, Conditions and
Restrictions.

    


    (a)           The
Committee shall impose such other terms, conditions and/or restrictions on any
Shares of Restricted Stock as it may deem advisable, including, without
limitation, a requirement that the Participant pay a purchase price for each
Share of Restricted Stock, restrictions based on the achievement of specific
performance goals (which may be based on one (1) or more of the Performance
Criteria), time-based restrictions or holding requirements or sale restrictions
placed on the Shares by the Company upon vesting of such Restricted
Stock.  Notwithstanding the foregoing, subject to Article XII of the
Plan or as described in the related Award Agreement in connection with a
Participant’s death and/or termination due to Disability, no condition on
vesting of a Restricted Stock Award that is based upon achievement of specified
performance goals shall be based on performance over a period of less than one
year and no condition on vesting of a Restricted Stock Award that is based upon
continued employment or the passage of time shall provide for vesting in full of
the Restricted Stock Award more quickly than in pro rata installments over three
years from the date of grant of the Award.

    


    (b)           To
the extent deemed appropriate by the Committee, the Company may retain the
certificates representing Shares of Restricted Stock in the Company’s possession
until such time as all terms, conditions and/or restrictions applicable to such
Shares have been satisfied or lapse.

    


    (c)           Unless
otherwise provided in the related Award Agreement or required by applicable law,
the restrictions imposed on Shares of Restricted Stock shall lapse upon the
expiration or termination of the applicable restricted period and the
satisfaction of any other applicable terms and conditions.

    


    7.4          Rights Associated with Restricted
Stock during Restricted Period.  During any restricted period
applicable to Shares of Restricted Stock:

    


    (a)           Such
Shares of Restricted Stock may not be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated.

    


    (b)           Unless
otherwise provided in the related Award Agreement, (i) the Participant
shall be entitled to exercise full voting rights associated with such Shares of
Restricted Stock and (ii) the Participant shall be entitled to all
dividends and other distributions paid with respect to such Shares of Restricted
Stock during the restricted period; provided, however, that receipt of any such
dividends or other distributions will be subject to the same terms and
conditions as the Shares of Restricted Stock with respect to which they are
paid.

    


    ARTICLE
VIII

    OTHER
STOCK-BASED AWARDS

    


     8.1          Grant of Other Stock-Based
Awards.  Subject to the terms and conditions of the Plan, Other
Stock-Based Awards may be granted to Participants in such number, and upon such
terms and conditions, as shall be determined by the Committee in its sole
discretion.  Other Stock-Based Awards are Awards that are valued in
whole or in part by reference to, or otherwise based on the Fair Market Value
of, the Shares, and shall be in such form as the Committee shall determine,
including without limitation, (a) unrestricted Shares or (b) time-based or
performance-based stock units that are settled in Shares and/or
cash.  Notwithstanding the foregoing, subject to Article XII of the
Plan or as described in the related Award Agreement in connection with a
Participant’s death and/or termination due to Disability, no condition on
vesting of an Other Stock-Based Award that is based upon achievement of
specified performance goals shall be based on performance over a period of less
than one year and no condition on vesting of an Other Stock-Based Award that is
based upon continued employment or the passage of time shall provide for vesting
in full of the Other Stock-Based Award more quickly than in pro rata
installments over three years from the date of grant of the Award.

     

    
      
         

      

      
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    8.2          Award
Agreement.  Each Other Stock-Based Award shall be evidenced by
an Award Agreement that shall specify the terms and conditions upon which the
Other Stock-Based Award shall become vested, if applicable, the time and method
of settlement, the form of settlement and such other terms and conditions as the
Committee shall determine and which are not inconsistent with the terms and
conditions of the Plan.

    


    8.3          Form of
Settlement.  An Other Stock-Based Award may be settled in full
Shares, cash or a combination thereof, as specified by the Committee in the
related Award Agreement.

    


    8.4 Dividend
Equivalents.  Awards of Other Stock-Based Awards may provide
the Participant with dividend equivalents, as determined by the Committee in its
sole discretion and set forth in the related Award Agreement.

    


    ARTICLE
IX

    CASH-BASED
AWARDS

    


    Subject
to the terms and conditions of the Plan, Cash-Based Awards may be granted to
Participants in such amounts and upon such other terms and conditions as shall
be determined by the Committee in its sole discretion.  Each
Cash-Based Award shall be evidenced by an Award Agreement that shall specify the
payment amount or payment range, the time and method of settlement and the other
terms and conditions, as applicable, of such Award which may include, without
limitation, performance objectives and that the Cash-Based Award is a
Performance-Based Award under Article X.

    ARTICLE
X

    PERFORMANCE-BASED
AWARDS

    


    Subject
to the terms and conditions of the Plan, Performance-Based Awards may be granted
to Participants in such amounts and upon such other terms and conditions as
shall be determined by the Committee in its sole discretion.  Each
Performance-Based Award shall be evidenced by an Award Agreement that shall
specify the payment amount or payment range, the time and method of settlement
and the other terms and conditions, as applicable, of such Award including, that
the vesting and/or payment of the Award is subject to the attainment of one (1)
or more Performance Criteria during a performance period established by the
Committee.

    


    ARTICLE
XI

    TERMINATION
OF EMPLOYMENT OR SERVICE

    


    With
respect to each Award granted under the Plan, the Committee shall, subject to
the terms and conditions of the Plan, determine the extent to which the Award
shall vest and the extent to which the Participant shall have the right to
exercise and/or receive settlement of the Award on or following the
Participant’s termination of employment or services with the Company and/or any
of its Affiliates.  Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the related Award Agreement,
need not be uniform among all Awards granted under the Plan and may reflect
distinctions based on the reasons for termination.  Except as
otherwise provided in the Plan, the vesting conditions of an Award may only be
accelerated upon the death, termination due to Disability  or
involuntary termination without Cause of the Participant.

    


    ARTICLE
XII

    CHANGE
IN CONTROL

    


    12.1               Effect of Change in
Control.  Except as otherwise provided in the related Award
Agreement, in the event of a Change in Control, the Committee, in its sole
discretion, may take such actions, if any, as it deems necessary or desirable
with respect to any Award that is outstanding as of the date of the consummation
of the Change in Control.  Such actions may include, without
limitation: (a) the acceleration of the vesting, settlement and/or
exercisability of an Award; (b) the payment of a cash amount in exchange
for the cancellation of an Award; and/or (c) the issuance of substitute
Awards that substantially preserve the value, rights and benefits of any
affected Awards.  Any action relating to an Award that is subject to
Section 409A of the Code shall be consistent with the requirements
thereof.

    


    
      
         

      

      
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    12.2               Golden Parachute
Limitations.  Except as otherwise provided in any other written
agreement between the Company or any Affiliate and a Participant, including any
Award Agreement, if the sum of the amounts payable under the Plan and those
provided under all other plans, programs or agreements between the Participant
and the Company or any Affiliate constitutes a “parachute payment” as defined in
Section 280G of the Code, the Company will reduce any payments to the minimum
extent necessary to avoid the imposition of an excise tax under Section 4999 of
the Code or a loss of deduction under Section 280G of the Code.  Any
reduction pursuant to this Section 12.2 shall be made in compliance with Section
409A of the Code.

    


    ARTICLE
XIII

    AMENDMENT
OR TERMINATION OF THE PLAN

    


    13.1          In General.  The
Board or the Committee may amend or terminate the Plan at any time; provided,
however, that no amendment or termination shall be made without the approval of
the Company’s shareholders to the extent that (a) the amendment materially
increases the benefits accruing to Participants under the Plan; (b) the
amendment materially increases the aggregate number of Shares authorized for
grant under the Plan; (c) the amendment materially modifies the
requirements as to eligibility for participation in the Plan; or (d) such
approval is required by any law, regulation or stock exchange rule.

    


    13.2          Repricing.  Except
for adjustments made pursuant to Section 2.3 of the Plan, in no event may the
Board or the Committee amend the terms of an outstanding Award to reduce the
exercise price of an outstanding Option or Stock Appreciation Right or cancel an
outstanding Option or Stock Appreciation Right in exchange for cash, other
Awards or Options or Stock Appreciation Rights with an exercise price that is
less than the exercise price of the original Option or Stock Appreciation Right
without shareholder approval.

    


    ARTICLE
XIV

    TRANSFERABILITY

    


    14.1          No
Transferability.  Except as described in Section 14.2 or
as provided in a related Award Agreement, an Award may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated, except by will or the
laws of descent and distribution and, during a Participant’s lifetime, may be
exercised only by the Participant or the Participant’s guardian or legal
representative.  Notwithstanding any provision contained in this
Article XIV, no Award may be transferred by a Participant for value or
consideration.

    


    14.2          Designation of
Beneficiary.  Unless otherwise specifically designated by the
Participant in writing, a Participant’s beneficiary under the Plan shall be the
Participant’s spouse or, if no spouse survives the Participant, the
Participant’s estate.

    


    ARTICLE
XV

    MISCELLANEOUS

    


    15.1          No Right to Continue Services or to
Awards.  The granting of an Award under the Plan shall impose
no obligation on the Company or any Affiliate to continue the employment or
services of a Participant or interfere with or limit the right of the Company or
any Affiliate to terminate the services of any Employee, Director or Consultant
at any time.  In addition, no Employee, Director or Consultant shall
have any right to be granted any Award, and there is no obligation for
uniformity of treatment of Participants.  The terms and conditions of
Awards and the Committee’s interpretations and determinations with respect
thereto need not be the same with respect to each Participant.

    


    
      
         

      

      
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    15.2          Tax Withholding.

    


    (a)           The
Company or an Affiliate, as applicable, shall have the power and the right to
deduct, withhold or collect any amount required by law or regulation to be
withheld with respect to any taxable event arising with respect to an Award
granted under the Plan.  This amount may, as determined by the
Committee in its sole discretion, be (i) withheld from other amounts due to
the Participant, (ii) withheld from the value of any Award being settled or
any Shares being transferred in connection with the exercise or settlement of an
Award or (iii) withheld from the vested portion of any Award (including the
Shares transferable thereunder), whether or not being exercised or settled at
the time the taxable event arises, or (iv) collected directly from the
Participant.

    


    (b)           Subject
to the approval of the Committee, a Participant may elect to satisfy the
withholding requirement, in whole or in part, by having the Company or an
Affiliate, as applicable, withhold Shares having a Fair Market Value on the date
the tax is to be determined equal to the minimum statutory total tax that could
be imposed on the transaction; provided that such Shares would otherwise be
distributable to the Participant at the time of the withholding and if such
Shares are not otherwise distributable at the time of the withholding, provided
that the Participant has a vested right to distribution of such Shares at such
time.  All such elections shall be irrevocable and made in writing and
shall be subject to any terms and conditions that the Committee, in its sole
discretion, deems appropriate.

    


    15.3          Requirements of
Law.  The grant of Awards and the issuance of Shares shall be
subject to all applicable laws, rules and regulations (including applicable
federal and state securities laws) and to all required approvals of any
governmental agencies or national securities exchange, market or other quotation
system.  Without limiting the foregoing, the Company shall have no
obligation to issue Shares under the Plan prior to (a) receipt of any
approvals from any governmental agencies or national securities exchange, market
or quotation system that the Committee deems necessary and (b) completion
of registration or other qualification of the Shares under any applicable
federal or state law or ruling of any governmental agency that the Committee
deems necessary.

    


    15.4          Legends.  Certificates
for Shares delivered under the Plan may be subject to such stock transfer orders
and other restrictions that the Committee deems advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission,
any stock exchange or other recognized market or quotation system upon which the
Shares are then listed or traded, or any other applicable federal or state
securities law.  The Committee may cause a legend or legends to be
placed on any certificates issued under the Plan to make appropriate reference
to restrictions within the scope of this Section 15.4.

    


    15.5          Uncertificated
Shares.  To the extent that the Plan provides for the issuance
of certificates to reflect the transfer of Shares, the transfer of Shares may be
effected on a noncertificated basis, to the extent not prohibited by applicable
law or the applicable rules of any stock exchange.

    


    15.6          Governing Law.  The
Plan and all Award Agreements shall be governed by and construed in accordance
with the laws of (other than laws governing conflicts of laws) the State of
Ohio, except to the extent that the laws of the state in which the Company is
incorporated are mandatorily applicable.

    


    15.7          No Impact on
Benefits.  Awards are not compensation for purposes of
calculating a Participant’s rights under any employee benefit plan that does not
specifically require the inclusion of Awards in calculating
benefits.

    


    15.8          Rights as a
Shareholder.  Except as otherwise provided in the Plan or in a
related Award Agreement, a Participant shall have none of the rights of a
shareholder with respect to Shares covered by an Award unless and until the
Participant becomes the record holder of such Shares.

    


    15.9          Successors and
Assigns.  The Plan shall be binding on all successors and
assigns of the Company and each Participant, including without limitation, the
estate of such Participant and the executor, administrator or trustee of such
estate, or any receiver or trustee in bankruptcy or representative of the
Participant’s creditors.

    


    15.10                 Section 409A of the
Code.

    


    (a)            Awards
granted pursuant to the Plan that are subject to Section 409A of the Code, or
that are subject to Section 409A but for which an exception from Section 409A of
the Code applies, are intended to comply with or be exempt from
Section 409A of the Code and the Treasury Regulations promulgated
thereunder, and the Plan shall be interpreted, administered and operated
accordingly.

    


    
      
         

      

      
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    (b)            If
a Participant is determined to be a “specified employee” (within the meaning of
Section 409A of the Code and as determined under the Company’s policy for
determining specified employees), the Participant shall not be entitled to
payment or to distribution of any portion of an Award that is subject to Section
409A of the Code (and for which no exception applies) and is payable or
distributable on account of the Participant’s “separation from service” (within
the meaning of Section 409A of the Code) until the expiration of six (6)
months from the date of such separation from service (or, if earlier, the
Participant’s death).  Such Award, or portion thereof, shall be paid
or distributed on the first (1st)
business day of the seventh (7th) month
following such separation from service.

    


    (c)           Nothing
in the Plan shall be construed as an entitlement to or guarantee of any
particular tax treatment to a Participant, and none of the Company, its
Affiliates, the Board or the Committee shall have any liability with respect to
any failure to comply with the requirements of Section 409A of the
Code.

    


    15.11                 Savings Clause.  In
the event that any provision of the Plan shall be held illegal or invalid for
any reason, the illegality or invalidity shall not affect the remaining
provisions of the Plan, and the Plan shall be construed and enforced as if the
illegal or invalid provision had not been included.

    


    ARTICLE
XVI

    EFFECTIVE
DATE AND TERM OF THE PLAN

    


    The
effective date of the Plan shall be the date it is approval by the Company’s
shareholders; provided, however, that no Incentive Stock Option shall be granted
under the Plan after March 16, 2020 and no other Awards shall be granted under
the Plan after the tenth anniversary of the effective date of the Plan or, if
earlier, the date the Plan is terminated.  Notwithstanding the
foregoing, the termination of the Plan shall not preclude the Company from
complying with the terms of Awards outstanding on the date the Plan
terminates.

     

     

    
 

    
      
         

      

      
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