Unassociated Document


    Exhibit
10.14

    


    SECOND
AMENDMENT TO THE

    EMPLOYMENT
AGREEMENT

    FOR

    KENNETH
A. JOYCE

    


    This
Second Amendment to the Employment Agreement for Kenneth A. Joyce dated as of
August March 1, 2006 (“Agreement”) is effective as of this 31st day of December,
2008.

    


    RECITALS

    


    WHEREAS, Ruban Financial Corp.
(“RFC”) and Kenneth A. Joyce ( “Executive”) previously entered into the
Agreement; and

    


    WHEREAS, the Agreement must be
amended to comply with the requirements of Section 409A of the Internal Revenue
Code of 1986 (“Code”); and

    


    WHEREAS, RFC and Executive
desire to amend the Agreement as provided herein for the purpose of complying
with Section 409A of the Code; and

    


    WHEREAS, Section 22 of the
Agreement permits the parties to amend the agreement in a writing signed by
each.

    


    AMENDMENT

    


    NOW, THEREFORE, in
consideration of the mutual promises and covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby mutually acknowledged, RFC and Executive hereby amend the Agreement as
follows:

    


    1.            
Any reference to the “Corporation” in the Agreement shall mean RFC.

    


    2.         
   New Section 3(f) is hereby added to the Agreement as
follows:

    


    (f)           For
purposes of this Agreement, any reference to a “termination” of this Agreement
or of Executive’s employment hereunder (or any form thereof) shall mean a
“separation from service” within the meaning of Section 409A of the Internal
Revenue Code of 1986, as amended (“Code”) by Executive from RFC and any entity
that, along with RFC, would be treated as a single employer under Sections
414(b) and (c) of the Code.

    


    3.         
   Section 4(b) is hereby amended by adding the following
sentence to the end thereof:

    


    Payment
of any Bonus described in this Section 4(b) shall be made at the time or times
described in the applicable bonus plan and, if no time for payment is provided
or if no bonus plan exists, payment of the Bonus shall be made no later than the
fifteenth (15th) day of the third (3rd) month following the later of: (i) the
end of Executive’s calendar year during which the bonus was earned; or (ii) the
end of RFC’s fiscal year during which the bonus was earned.


    
      
         


      

      
        1.

        
          

        

      

      
         


      

    

    


    
      	
              4.

            	
              Section
      5(b) of the Agreement is hereby deleted in its entirety and the following
      is substituted therefore:

            


    

    


    
      
        	
                (b)

              	
                For
      purposes of this Agreement, the term “Change of Control” shall mean the
      earliest of any of the
following:

              


      

    

    
      	
               
      

            	
              (i)

            	
              The
      acquisition by any person (as defined under Section 409A of the Code), or
      more than one person acting as a group (as defined under Section 409A of
      the Code), of the stock of RFC that, together with the stock of RFC held
      by such person or group, constitutes more than fifty (50) percent of the
      total fair market value or total voting power of all of the stock of
      RFC;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      acquisition by any person, or more than one person acting as a group,
      within any 12-month period, of shares of RFC possessing thirty (30)
      percent or more of the total voting power of all of the stock of
      RFC;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              A
      majority of the members of the Board of Directors of RFC is replaced
      during any 12-month period by directors whose appointment or election is
      not endorsed by a majority of the members of the Board of Directors of RFC
      prior to the date of the appointment or election;
  or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              The
      acquisition by any person, or more than one person acting as a group
      (other than any person described in Treasury Regulation
      §1.409A-3(i)(5)(vii)(B)) within any 12-month period, of assets from RFC
      that have a total gross fair market value equal to or more than forty (40)
      percent of the total gross fair market value of all of the assets of RFC
      immediately prior to such acquisition or
  acquisitions.

            


    

     

    This
definition of Change in Control shall be interpreted in a manner that is
consistent with the definition of “change in control event” under Section 409A
of the Code and the Treasury Regulations promulgated thereunder.

     

    Notwithstanding
any other provision of this Agreement, the Executive will not be entitled to any
amount under this Agreement if he/she acted in concert with any person or group
(as defined above) to effect a Change of Control, other than at the specific
direction of the board of directors and in his/her capacity as an employee of
RFC.

     

    
      	
              5.

            	
              Section
      6(a)(ii) of the Agreement is hereby amended by adding the following to the
      end thereof:

            


    

     

    The
provisions of Section 6(a)(ii) shall be subject to the following: (i) any
continuation of benefits, other than health care and disability insurance
coverage during the applicable COBRA continuation period described in Section
4980B of the Code, and (ii) any payment of the Welfare Benefit Replacement Cost
shall first be treated as a “limited payment” within the meaning of Treasury
Regulation §1.409A-1(b)(9)(v)(D) and any payments in excess of the limited
payment shall be subject to the following limitations: (A) no benefit shall be
provided and no payment shall be for Welfare Benefit Replacement Cost incurred
beyond the period described in Section 6(a)(ii); (B) the amount of benefits
provided or payments made during any taxable year of Executive may not affect
the amount of benefits provided or expenses eligible for payment to the
Executive in any other taxable year; and (C) the right to benefits or payments
may not be subject to liquidation or exchange for another
benefit.


    
      
         


      

      
        2.

        
          

        

      

      
         


      

    


    
      	
              6.

            	
              Section
      7(b) of the Agreement is hereby amended by adding the following to the end
      thereof:

            


    

     

    The
benefit described in this Section 7(b) shall be subject to provisions of Section
6(a)(ii).

     

    
      	
              7.

            	
              The
      first paragraph of Section 8 of the Agreement is hereby amended by
      deleting the last sentence thereof.

            


    

     

    
      	
              8.

            	
              Section
      15(b) of the Agreement is hereby amended by adding the following to the
      end thereof:

            


    

     

    Any
gross-up for taxes pursuant to this Section 15(b) shall be made by no later than
the end of the taxable year following the taxable year in which Executive remits
the taxes being grossed-up.

     

    
      	
              9.

            	
              New
      Sections 31, 32 and 33 are hereby added to the Agreement as
      follows:

            


    

     

    31.           TREATMENT OF CERTAIN PAYMENTS,
REIMBURSEMENTS AND THE PROVISION OF CERTAIN BENEFITS. Any payment or
reimbursement described in Sections 4(e), 8 and 15(b) shall be subject to the
following:  (i) the amount of expenses eligible for payment or
reimbursement, or benefits to be provided, during any taxable year of Executive
may not affect the expenses eligible for payment or reimbursement, or benefits
to be provided, in any other taxable year of Executive; (ii) the payment or
reimbursement of any expense must be made on or before the last day of
Executive’s taxable year following the taxable year in which the expense is
incurred; and (iii) the right to payment or reimbursement, or provision of
benefits, may not be subject to liquidation or exchange for another
benefit.

    


    32.           REQUIREMENT PAYMENT
DELAY.  Notwithstanding the foregoing, if Executive is a
“specified employee,” within the meaning of Treasury Regulation §1.409A-1(i) and
as determined under the RFC’s (or, if applicable, the Change Entity’s) policy
for determining specified employees, on Executive’s date of termination, and
Executive is entitled to a payment and/or a benefit under this Agreement that is
required to be delayed pursuant to Section 409A(a)(2) of the Code, then such
payment or benefit shall not be paid or provided (or begin to be paid or
provided) until the first business day of the seventh month following
Executive’s date of termination (or, if earlier, Executive’s
death).  The first payment that can be made following such
postponement period shall include the cumulative amount of any payments or
benefits that could not be paid or provided during such postponement period due
to the application of Section 409A(a)(2)(B)(i) of the Code.

    


     

    33.           SECTION 409A OF THE
CODE.  This Agreement is intended to comply with Section 409A
of the Code and the Treasury Regulations promulgated thereunder, and this
Agreement will be interpreted, administered and operated
accordingly.  Nothing herein shall be construed as an entitlement to
or guarantee of any particular tax treatment to Executive and neither no person
shall be liable to Executive for failure to comply with the requirements of
Section 409A of the Code. RFC may accelerate the time or schedule of a
distribution to Executive at any time this Agreement fails to meet the
requirements of Section 409A of the Code and the Treasury Regulations
promulgated thereunder.  Such payment may not exceed the amount
required to be included in income as a result of the failure to comply with
Section 409A of the Code and the Treasury Regulations promulgated
thereunder.


    
      
         


      

      
        3.

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties have executed this Second Amendment effective as of the date first set
forth above.

     

    
      
        
          
            
              	
                      RFC

                    	 
      	
                      EXECUTIVE

                    
	 
      	 
      	 
      
	
                      RURBAN
      FINANCIAL CORP.

                    	 
      	
                      /s/ Kenneth A. Joyce

                    
	 
      	 
      	
                      Kenneth
      A. Joyce

                    
	 
      	 
      	 
      
	
                      By:

                    	
                      /s/ Steven VanDemark

                    	 
      	
                       

                    	
                       

                    
	Its:	Chairman	 	 	 


            

          

        

      

    


    
      
         


      

      
        4.