Exhibit 10.3


 





PREMIER FINANCIAL
CORP.


2018 EQUITY
INCENTIVE PLAN


 


RESTRICTED STOCK
AWARD AGREEMENT


 


	Grantee:	 
	Grant Date:	 
	Number of Shares of Restricted Stock Granted:	 
	Vesting Schedule: 	100% on the third anniversary of the Grant Date (the “Vesting Date”)


 


This Restricted Stock Award Agreement (this “Agreement”)
is made as the Grant Date set forth above by and between Premier Financial Corp., an Ohio corporation (the “Company”), and
the Grantee identified above. Undefined capitalized terms used in this Agreement shall have the meanings set forth in the 2018 Equity
Incentive Plan (the “2018 Plan”).


 


WHEREAS, the Company maintains the 2018 Plan pursuant
to which Restricted Stock Awards may be granted to incent or compensate employees of the Company or an Affiliate.


 


WHEREAS, Grantee is, as of the Grant Date, an Employee
of the Company or an Affiliate.


 


WHEREAS, the Committee has approved the issuance
of this Agreement, and the grant of the Restricted Stock Award described in this Agreement, either directly or through a delegation of
authority pursuant to Article III of the 2018 Plan.


 


NOW THEREFORE, in consideration of the mutual premises
and obligations contained in this Agreement, the parties agree as follows:


 


1.      
Grant of Restricted Stock. The Company hereby grants to Grantee as of the Grant Date, and subject to the terms and conditions
of this Agreement, an Award consisting of the number of Shares of Restricted Stock identified above, which Restricted Stock shall consist
of Shares of the Company, par value $0.01.


 


2.      
Vesting. The Restricted shall vest according to the Vesting Schedule set forth above provided the Grantee remains on the applicable
Vesting Date, and has continuously been from the Grant Date until the start of each applicable Vesting Date, an Employee.


 


 3.       Additional Vesting.




 


		a.	Death or Disability. Notwithstanding any provision of Section 2 or Section 4, the Restricted Stock shall vest in the event
and on the date of Grantee’s death or Disability prior to any Vesting Date.






 




     


     


    

 


		b.	Retirement. Notwithstanding any provision of Section 2 or Section 4, the Restricted Stock shall vest as of the date of Grantee’s
Retirement (as defined in the 2018 Plan) on a pro-rated basis using a fraction the numerator of which is the number of full and partial
months during which the Grantee was employed by the Company since the Grant Date and the denominator of which is the total number of months
in the Vesting Schedule, with such vesting occurring on the date of Grantee’s Retirement.



 


		c.	Change in Control. Notwithstanding any provision of Section 2 or Section 4, in the event a Change in Control of the Company
occurs after the Grant Date but prior to the Vesting Date and the Grantee is terminated by the Company other than for Cause or resigns
his or her employment for Good Reason prior to the Vesting Date and during the period beginning 30 days immediately prior to the effective
date of the Change in Control and ending 12 months after the date of the Change in Control, the Award shall immediately vest as of the
later of the date of such termination or the date of such Change in Control.



 


If the Grantee is party to an employment,
severance, change in control or other similar agreement with the Company or an Affiliate (an “Employment Agreement”) that
incorporates a definition of “Cause”, that definition of “Cause”, as it may be amended, shall be used for purposes
of this Agreement. If the Grantee is not party to an Employment Agreement, “Cause” shall have the meaning set forth in the
2018 Plan. The definition of “Good Reason” for purposes of this Agreement shall be the definition set forth in the 2018 Plan
regardless of a comparable definition in an Employment Agreement.


 


4.      
Risk of Forfeiture and Restrictions on Transfer. Until vested pursuant to Section 2 or Section 3, the Shares of Restricted
Stock, or any unvested portion of the Restricted Stock to the extent there are multiple Vesting Dates, and all related rights with respect
to the Shares of Restricted Stock, are subject to forfeiture and shall be forfeited in the event of a termination of Grantee’s status
as an Employee. Upon the forfeiture of any Restricted Stock, the Shares of Restricted Stock shall automatically revert to and become the
property of the Company, together with any rights described in Section 6. Until vested, the Restricted Stock may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated, except by will or the laws of descent and distribution.


 


5.      
Administration.


 


		a.	Book Entry. The Restricted Stock granted herein shall be evidenced by a book entry registration by the Company for the benefit
of the Grantee. Each such registration will be held by the Corporation or its agent.









 


		b.	Settlement. With regard to any shares of Restricted Stock that become fully vested, the Company will, within 60 days of the
date such vesting, transfer Shares for such Restricted Stock free of all restrictions set forth in the 2018 Plan and this Agreement to
the Grantee. In the event of Grantee’s death or if the Grantee dies before the Company has distributed any portion of the vested
Restricted Stock, the Company will transfer Shares for such Restricted Stock to the Grantee’s estate.






 







     


     


    

 


6.      
Shareholder Rights.


 


		a.	Voting. The Grantee will have the right to vote all Shares of Restricted Stock received under or as a result of this Agreement,
including unvested Shares which are subject to forfeiture or restrictions on transfer following the Grant Date.



 


		b.	Dividends. The Grantee will have the right to receive dividends, if any, with respect to the Shares of Restricted Stock as
and when paid to other holders of Shares entitled to receive the dividends. No dividends shall be paid to the Grantee with respect to
any Shares of Restricted Stock that are forfeited by the Grantee.



 


7.
      Restrictive Covenants,


 


		a.	Covenant Not to Disclose or Use Confidential Information. Grantee recognizes and agrees that all confidential, proprietary
or trade secret information of the Company or an Affiliate (“Confidential Information”), whether developed by Grantee or made
available to Grantee, is a unique asset of the Company or Affiliate, the disclosure of which would be damaging to the Company or Affiliate.
Grantee agrees that during the term of Grantee's employment and thereafter, Grantee will not, directly or indirectly, disclose to any
person or use any Confidential Information of the Company or an Affiliate except as expressly authorized in writing by the Company or
the applicable Affiliate. Confidential Information shall include, without limitation, any and all information about or acquired from any
customer or prospective customer of the Company or an Affiliate, and all nonpublic information concerning the Company or Company's Affiliates
relating, without limitation, to products, services, fees, costs, pricing structures, software, operating systems, applications, flow
charts, manuals, documentation, policies, data bases, accounting and business methods, inventions, devices, new developments, methods
and processes, copyrightable works, technology, business plans, financial models, forecasts, budgets, strategies, and all similar and
related information in whatever form. Grantee recognizes and agrees that all Confidential Information, is a unique asset of the Company,
the disclosure of which would be damaging to the Company.



 


Grantee is hereby provided notice
that under the 2016 Defend Trade Secrets Act (DTSA): (1) no individual (consultant, contractor or employee) will be held criminally
or civilly liable under federal or state trade secret law for the disclosure of a trade secret (as defined in the Economic Espionage
Act that: (a) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an
attorney; and made solely for the purpose of reporting or investigation a suspected violation of law; or (b) is made in a complaint
or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and (2)
an individual (consultant, contractor or employee) who pursues a lawsuit for retaliation by an employer for reporting a suspected
violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the
court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade
secret, except as permitted by court order; provided, however, that notwithstanding this immunity from liability, Grantee may be
held liable if he unlawfully accesses trade secrets by unauthorized means.





 






     


     


    

 


		b.	Non-Solicitation Covenants. During Grantee’s employment with the Company and for a period of twelve (12) months following the
termination of Grantee’s employment with the Company for any reason, whether voluntary or involuntary, Grantee will not, on Grantee’s
behalf or on behalf of any other person, firm, corporation or other entity, directly or indirectly, individually or as a shareholder,
owner, partner, member, director, officer, employee, independent contractor, consultant, creditor or agent on behalf of any other person,
firm, corporation or other entity:



 


		i.	solicit, advise, persuade, encourage or request or attempt to solicit, advise, persuade, encourage or request any customer of the
Company or its Affiliates, business or prospective business of the Company or its Affiliates, or potential customer identified, selected
or targeted by the Company or its Affiliates about whom Grantee had knowledge, or with whom Grantee had contact, involvement or responsibility
during Grantee’s employment with the Company, for or in connection with the sale or offering of any of the Restricted Services;



 


		ii.	solicit, advise, persuade, encourage or request or attempt to solicit, advise, persuade, encourage or request any customer of the
Company or its Affiliates about whom Grantee had knowledge, or with whom Grantee had contact, involvement or responsibility during Grantee’s
employment with the Company, to cease doing business, to refrain from doing business, or reduce the amount of business such customer has
done or is contemplating doing with the Company or its Affiliates;



 


		iii.	solicit, advise, persuade, encourage or request or attempt to solicit, advise, persuade, encourage or request any officer, director,
independent contractor, employee, representative or agent of the Company or its Affiliates to cease such individual’s employment
or relationship with the Company or its Affiliates or otherwise refrain from providing services to the Company or its Affiliates;



 


		iv.	interview, hire, employ, engage, or retain or attempt to interview, hire, employ, or retain any officer, director, independent contractor,
employee, representative or agent of the Company or its Affiliates, while such person is employed, engaged, or retained by the Company
or its Affiliates and for a period of twelve (12) months thereafter, or take any action to materially assist or aid any other person,
firm, corporation or other entity in identifying, interviewing, hiring, employing, engaging, or retaining any such individual; or



 


		v.	interfere with or attempt to interfere with, or assist, persuade, or encourage or attempt to assist, persuade, or encourage any other
person or entity in interfering with, the relationship between the Company or its Affiliates and their respective officers, directors,
independent contractors, employees, representatives, agents, vendors, joint venturers, or licensors.



 


Notwithstanding the forgoing, the
provisions of this Section 7(b) shall not apply to general advertisements by any person, firm, corporation or other entity with
which Grantee may be associated or other communications in any form of media not specifically targeting individuals or entities
described in this Section 7(b).





 






     


     


    

 


		c.	In the event that the Grantee violates any of these restrictive
covenants, (i) the Award (whether or not vested) will be cancelled and forfeited in its entirety; and (ii) to the extent the Award has
vested, the Grantee shall pay to the Company, within 90 days of the Company’s request, an amount equal to the Fair Market Value
of the Shares.



 


		d.	The parties acknowledge that these restrictive covenants are
fair and reasonable under the circumstances. It is the desire and intent of the parties that these restrictive covenants shall be enforced
to the fullest extent permitted by law. Accordingly, if any particular portion of these covenants shall be adjudicated to be invalid
or unenforceable, this Section shall be deemed amended to reform the particular portion to provide for such maximum restrictions as will
be valid and enforceable or, if that is not possible, delete the portion adjudicated to be invalid or unenforceable, such reformation
or deletion to apply only with respect to the operation of this Section in the particular jurisdiction in which the adjudication is made.
The Company is entitled to, and Grantee agrees not to oppose the Company’s request for, equitable relief in the form of specific
performance, a temporary restraining order, a temporary or permanent injunction or other equitable remedy. Grantee acknowledges that
these restrictive covenants are necessary for the protection of the Company, do not impose undue hardship on the Grantee, and are not
injurious to the public.



 


		e.	In the event Grantee is party to an Employment Agreement, the
terms of which expressly include restrictions concerning the use or disclosure of confidential information or the non-solicitation of
employees or customers or prospective customers of the Company, the terms of that Employment Agreement shall control with respect to
the use or disclosure of confidential information or the non-solicitation of employees or customers or prospective customers, as applicable,
and the preceding paragraphs (a) through (d) of this Section 7 shall be without effect and not enforceable against the Grantee.



 


8.      
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 the Grantee or interfere with or limit the right of the Company or any Affiliate to terminate the employment
of the Grantee at any time, with or without Cause, which right is expressly reserved.


 


9.       Tax
Withholding. The Company or an Affiliate, as applicable, shall 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 Award. Subject to
any limitations imposed by the Committee, in its sole discretion and which shall be communicated to the Grantee at the time of
vesting, This amount may be: (i) withheld from other amounts due to the Grantee, (ii) withheld from the value of any Award
being settled or any Shares transferred in connection with the exercise or settlement of an Award, or (iii) collected directly from
the Grantee. Unless the Grantee has otherwise irrevocably elected a different method to satisfy the withholding requirement, the
Grantee shall be deemed to have elected to satisfy the withholding requirement by having the Company or an Affiliate, as applicable,
withhold Shares, from the vested portion of the Award, 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. The Grantee may elect a higher level of withholding. All
such elections will be made within 14 calendar days prior to the time of vesting, shall be irrevocable, made in writing and will be
subject to any terms and conditions that the Committee, in its sole discretion, deems appropriate.






 






     


     


    

 


10.   
Federal Income Tax Election. The Grantee hereby acknowledges receipt of advice that, pursuant to current federal income
tax laws, (i) he or she has thirty (30) days in which to elect to be taxed in the current taxable year on the fair market value of the
restricted Common Stock in accordance with the provisions of Internal Revenue Code Section 83(b), and (ii) if no such election is made,
the taxable event will occur upon expiration of restrictions on transfer at termination of the Restriction Period and the tax will be
measured by the fair market value of the restricted Common Stock on the date of the taxable event.


 


11.   
Requirements of Law. The grant of the Award 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.


 


12.   
Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary
of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement
shall be in writing and addressed to the Grantee at the Grantee’s address as shown in the records of the Company. Either party may
designate another address in writing (or by such other method approved by the Company) from time to time.


 


13.   
Governing Law. The 2018 Plan and this Agreement shall be governed by and construed in accordance with the laws of (other than
laws governing conflicts of laws) the State of Ohio.


 


14.   
Award Subject to Plan. The Award is subject to the terms and conditions described in this Agreement and the 2018 Plan, which
is incorporated by reference into and made a part of this Agreement. In the event of a conflict between the terms of the 2018 Plan and
the terms of this Agreement, the terms of this Agreement will govern. The Committee has the sole responsibility of interpreting the 2018
Plan and this Agreement, and its determination of the meaning of any provision in the 2018 Plan or this Agreement will be binding on the
Grantee. Capitalized terms that are not defined in this Agreement have the same meanings as in the 2018 Plan.


 


15.   
Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding
upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein,
this Agreement will be binding upon the Grantee and the Grantee’s beneficiaries, executors, administrators and assigns.


 


16.   
Severability. The invalidity or unenforceability of any provision of the 2018 Plan or this Agreement shall not affect
the validity or enforceability of any other provision of the 2018 Plan or this Agreement, and each provision of the 2018 Plan and this
Agreement shall be severable and enforceable to the extent permitted by law.


 


17.    Section
409A of the Code. This 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 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 Grantee, 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 Grantee’s “termination” shall mean the Grantee’s
 “separation from service”, as defined in Section 409A of the Code. In addition, if the Grantee 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 Grantee 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 Grantee’s termination until the expiration of six months from the date of such termination (or, if earlier, the
Grantee’s death). Such Award, or portion thereof, shall be paid or distributed on the first business day of the seventh month
following such termination.





 







     


     


    

 


18.   
Signature in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all
of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile
transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original
graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original
signature.


 


19.    
ACKNOWLEDGEMENT AND REPRESENTATION OF GRANTEE. The Grantee hereby acknowledges receipt of a copy of the 2018 Plan and this
Agreement. The Grantee has read and understands the terms and provisions thereof, and accepts the Award subject to all of the terms and
conditions of the 2018 Plan and this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the vesting or
settlement of the Award or disposition of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to
such vesting, settlement or disposition.


 


20.   
Clawback. Notwithstanding any other provisions in this Agreement or the 2018 Plan, all payments made to the Grantee pursuant
to this Agreement shall be subject to potential cancellation, recoupment, recession, payback or
other action in accordance with any applicable clawback policy that the Company may adopt from time to time or any applicable law, as
may be in effect from time to time





 


[SIGNATURES ON FOLLOWING PAGE]






 




     


     


    




 


IN WITNESS WHEREOF, the parties
have executed this Agreement effective as of the Grant Date set forth above.


 


	GRANTEE	 
	 	 
	 	 
	Signature	 
	 	 
	 	 
	Print Name	 
	 	 
	 	 
	Acceptance Date	 
	 	 
	PREMIER FINANCIAL CORP.	 




 


	By:	 	 
	Name:	 	 
	Its: