Exhibit 10.28


 


FIRST DEFIANCE FINANCIAL CORP.


2010 EQUITY INCENTIVE PLAN


 


PERFORMANCE-BASED RESTRICTED STOCK UNIT



AWARD AGREEMENT


 


First Defiance Financial Corp. (the “Company”)
hereby grants the undersigned Participant a Performance Award (the “Award”), subject to the terms and conditions
described in the First Defiance Financial Corp. 2010 Equity Incentive Plan (the “Plan”) and this Performance-Based
Award Agreement (______ Long-Term Incentive Equity Award) (this “Award Agreement”).


 


		1.	Name of Participant: ________________________



 


		2.	Performance Period: The ___ month period beginning _____________, 20__ and ending on _____________,
20__ (the “Performance Period”)



 


		3.	Grant Date: ___________, 20__ (the “Grant Date”).



 


		4.	Award of Restricted Stock Units: The number of RSUs subject to the Award is equal to _______
(the “Target Award”).



 


		5	Vesting: At the end of the Performance Period, the Participant shall vest in between 0%
and 100% of the RSUs subject to the Target Award based on the achievement of the Performance Objectives set forth in attached Exhibit
A during the Performance Period. The Committee shall determine the number of RSUs vesting with respect to the Performance Period
based on the level of achievement of the Performance Objectives and any other factors that the Committee deems relevant. The Committee,
in its sole discretion, may adjust the number of RSUs vesting.



 


		6	Limitations on Vesting: If the Participant’s employment terminates for any reason
prior to the end of the applicable Performance Period, the Participant shall forfeit all of the RSUs subject to the Target Award
for that and any subsequent Performance Period. Notwithstanding the foregoing:



 


		(a)	Death; Disability; Retirement: If the Participant, dies, becomes Disabled or Retires during
any Performance Period, the Participant shall vest in a number of RSUs for that Performance Period based on the achievement of
the Performance Objectives determined as of the fiscal quarter ended nearest to the Participant’s death, Disability or Retirement.
Vested RSUs shall be settled in a lump sum within 60 days following the Participant’s death, Disability or Retirement.



 


		(b)	Change in Control: If a Change in Control occurs during a Performance Period and the Participant
is terminated by the Company, other than for Cause (but in no event after the end of a Performance Period), the Participant shall
vest in a number of RSUs equal to the greater of: (i) the number of RSUs that would have vested if the Performance Objectives had
been satisfied at the “target” level of achievement for the Complete Performance Period; or (ii) the number of RSUs
that would have vested based on the actual level of achievement of the Performance Objectives through the fiscal quarter ended
nearest to the Participant’s termination. Vested RSUs shall be settled in a lump sum within 60 days following the Participant’s
termination.



 






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		7	Form of Settlement: Each whole or fractional RSU entitles the Participant to receive a Share
on the date the RSU is settled.



 


		8	Time of Settlement: Except as otherwise provided in this Award Agreement, and provided that
the Participant remains employed by the Company or an Affiliate on the settlement date, all vested RSUs shall be settled between
January 1 and March 15 of the first fiscal year following the end of the applicable Performance Period in the form set forth in
Section 7. Notwithstanding the foregoing, if the Participant is terminated for Cause after the end of any Performance Period but
before the RSUs are settled, the Participant shall forfeit any right to settlement of the RSUs for that Performance Period and
any subsequent Performance Period.



 


		9	Miscellaneous: 



 


		(a)	Non-Transferability. RSUs may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated, except by will or the laws of descent and distribution.



 


		(b)	Beneficiary. Payments with respect to the Award
shall be made to the Participant, except that, in the event of the Participant’s death, payment shall be made to the Participant’s
beneficiary. Unless otherwise specifically designated by the Participant in writing, the Participant’s beneficiary shall
be the Participant’s spouse or, if none, the Participant’s estate.



 


		(c)	No Right to Continued Service or to Awards.
The granting of an Award shall impose no obligation on the Company or any Affiliate to continue the employment of a Participant
or interfere with or limit the right of the Company or any Affiliate to terminate the employment of the Participant at any time,
with or without Cause, which right is expressly reserved.



 


		(d)	Tax Withholding. The Company or an Affiliate, as applicable, will have the power and 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 the RSUs. To the extent permitted by the Committee, in its sole discretion, this amount may be: (i) withheld
from other amounts due to the Participant, (ii) withheld from the value of any Award being settled or any Shares transferred in
connection with the exercise or settlement of an Award, (iii) withheld from the vested portion of any Award (including Shares transferable
thereunder), whether or not being exercised or settled at the time the taxable event arises, or (iv) collected directly from the
Participant. Subject to the approval of the Committee, the 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 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 will be irrevocable and made in writing and will be subject to any terms and conditions that the Committee, in its
sole discretion, deems appropriate.



 


		(e)	Requirements of Law. The grant of Awards 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.



 






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		(f)	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.



 


		(g)	Award Subject to Plan. The Award is subject
to the terms and conditions described in this Award Agreement and the Plan, which is incorporated by reference into and made a
part of this Award Agreement. In the event of a conflict between the terms of the Plan and the terms of this Award Agreement,
the terms of the Plan will govern. The Committee has the sole responsibility of interpreting the Plan and this Award Agreement,
and its determination of the meaning of any provision in the Plan or this Award Agreement will be binding on the Participant.
Capitalized terms that are not defined in this Award Agreement have the same meanings as in the Plan.



 


		(h)	Section 409A of the Code. This Award Agreement
is intended, and shall be construed and interpreted, to comply with Section 409A of the Code and if necessary, any provision shall
be held null and void to the extent such provision (or part thereof) fails to comply with Section 409A of the Code or the Treasury
Regulations thereunder. For purposes of Section 409A of the Code, each payment of compensation under the Award Agreement shall
be treated as a separate payment of compensation. Any amounts payable solely on account of an involuntary termination shall be
excludible from the requirements of Section 409A of the Code, either as separation pay or as short-term deferrals to the maximum
possible extent. Nothing herein shall be construed as the guarantee of any particular tax treatment to the Participant, and the
Company shall have no liability with respect to any failure to comply with the requirements of Section 409A of the Code. Any reference
to the Participant’s “termination” shall mean the Participant’s “separation from service,”
as defined in Section 409A of the Code. In addition, if the 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
termination until the expiration of six months from the date of such termination (or, if earlier, the Participant’s death).
Such Award, or portion thereof, shall be paid or distributed on the first business day of the seventh month following such termination.



 


		(i)	Signature in Counterparts. This Award Agreement may be signed in counterparts, each of which
will be deemed an original, but all of which will constitute one and the same instrument.



 


[signature page attached]


 




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	PARTICIPANT	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	Date:	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	FIRST DEFIANCE FINANCIAL CORP.	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By: 	         	 	Date:	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Its:	 	 	 	 	 




 




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FIRST DEFIANCE FINANCIAL CORP.


2010 EQUITY INCENTIVE PLAN


 


PERFORMANCE-BASED RESTRICTED STOCK UNIT



AWARD AGREEMENT


(20__ LONG-TERM INCENTIVE EQUITY PLAN)


 


EXHIBIT A


 


As described in Section 5 of the Award
Agreement, at the end of each applicable Performance Period, the Participant may vest in between 0% and 100% of the RSUs subject
to the Target Award based on the achievement of the Performance Objectives set forth below during each applicable Performance Period.
When determining the level of achievement of the Performance Objectives, the Committee may make such adjustments as it deems equitable
to account for unusual or non-recurring items. Performance between two stated levels will be interpolated when determining the
percentage of the Target Award earned. Each component of the Target Award is calculated separately for each applicable Performance
Period based on the weight assigned to each Performance Objective, and the Participant’s Award for such Performance Period
shall equal the sum of the Performance Objectives.


 


		(a)	[insert first Performance Objective]



 


	[describe
    goal]	Percentage
    of Target Award

 Component Earned
	Less than [threshold goal]	0
	Equal to [goal], but less than [goal]	[insert applicable attainment]
	Equal to or higher than [maximum goal]	100%


 


		(b)	[repeat for additional Performance Objectives]



 


For purposes of this Award Agreement:
(i) [the Performance Objectives] will be determined by the Committee, in its sole discretion, using financial information filed
with the Securities and Exchange Commission; and (ii) the Committee shall select the institutions constituting, and make such
periodic adjustments as it determines appropriate to, the “Peer Group” in its sole discretion. 




 



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