EX-10.1



 





Exhibit 10.1




United Community Financial Corp.




2007 LONG-TERM INCENTIVE PLAN




 









 








United Community Financial Corp.




2007 LONG-TERM INCENTIVE PLAN




INDEX




	 	 	 
	SECTION
	 	DESCRIPTION
	 
	 	 
	1
	 	Purpose of the Plan
	 
	 	 
	2
	 	Definitions
	 
	 	 
	3
	 	Types of Awards Covered
	 
	 	 
	4
	 	Administration
	 
	 	 
	5
	 	Eligibility
	 
	 	 
	6
	 	Shares of Stock Subject to the Plan
	 
	 	 
	7
	 	Stock Options
	 
	 	 
	8
	 	Stock Appreciation Rights
	 
	 	 
	9
	 	Restricted Stock
	 
	 	 
	10
	 	Performance Awards
	 
	 	 
	11
	 	Other Stock-Based Incentive Awards
	 
	 	 
	12
	 	Rights in the Event of Resignation,
	 
	 	Removal or Termination
	 
	 	 
	13
	 	Rights in Event of Death, Disability
	 
	 	or Retirement
	 
	 	 
	14
	 	Award Agreements
	 
	 	 
	15
	 	Tax Withholding
	 
	 	 
	16
	 	Change of Control
	 
	 	 
	17
	 	Dilution or Other Adjustment
	 
	 	 
	18
	 	Transferability
	 
	 	 
	19
	 	Amendment, Termination or Modification
	 
	 	 
	20
	 	General Provisions
	 
	 	 
	21
	 	Plan Effective Date
	 
	 	 
	22
	 	Plan Termination
	 
	 	 
	23
	 	Governing Law







 









 








United Community Financial Corp.




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2007 LONG-TERM INCENTIVE PLAN




SECTION 1

Purpose of the Plan





	1.1	 	The purpose of the United Community Financial Corp. 2007 Long-Term Incentive Plan is to
attract and retain qualified directors, directors emeritus and employees and to strengthen the
mutuality of interests between such directors, directors emeritus and employees and the
Corporation’s shareholders by providing directors, directors emeritus and employees with a
proprietary interest in pursuing the long-term growth, profitability and financial success of
the Corporation.





SECTION 2

Definitions





	2.1	 	Unless the context indicates otherwise, the following terms, when used in this Plan, shall
have the meanings set forth in this Section:






	 	a)	 	“Affiliate” means (i) a member of a controlled group of corporations of
which the Corporation is a member or (ii) an unincorporated trade or business which
is under common control with the Corporation as determined in accordance with
Section 414(c) of the Code, and the regulations issued thereunder. For purposes
hereof, a “controlled group of corporations” shall have the meaning set forth in
Section 1563(a) of the Code determined without regard to Sections 1563(a)(4) and
(e)(3)(c) of the Code.
	 
	 	b)	 	“Award” means a grant or award under this Plan in the form of an
Option, an SAR, Restricted Shares, a Performance Award or any other stock-based
incentive award.
	 
	 	c)	 	“Board” means the Board of Directors of the Corporation.
	 
	 	d)	 	“Change of Control” means an event defined in Section 16 of this Plan.
	 
	 	e)	 	“Code” means the Internal Revenue Code of 1986, as amended, and related
Treasury Regulations.
	 
	 	f)	 	“Committee” means any Committee comprised of two or more Outside
Directors designated by the Board to administer the Plan in accordance with Section
4 of this Plan.
	 
	 	g)	 	“Common Shares” means the common shares, without par value, of the
Corporation.
	 
	 	h)	 	“Corporation” means United Community Financial Corp.
	 
	 	i)	 	“Deferred Shares” means an award made pursuant to Section 11 of this
Plan of the right to receive Common Shares in lieu of cash thereof at the end of a
specified time period.
	 
	 	j)	 	“Director” means any member of the Board of Directors of the
Corporation or the Board of Directors of a Subsidiary.
	 
	 	k)	 	“Director Emeritus” means any director emeritus of the Corporation or a
Subsidiary.
	 
	 	l)	 	“Disability” means permanent and total disability within the meaning of
Section 22(e)(3) of the Code.
	 
	 	m)	 	“Effective Date” means the date defined in Section 21.1 of this Plan.




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	 	n)	 	“Employee” means any full-time employee of the Corporation or any of
its Subsidiaries (including Directors or Directors Emeritus who are employed on a
full-time basis by the Corporation or any of its Subsidiaries).
	 
	 	o)	 	“Exchange Act” means the Securities Exchange Act of 1934, as amended.
	 
	 	p)	 	“Fair Market Value” of a Common Share on a given date shall be based
upon the last sales price or, if unavailable, the average of the closing bid and
asked prices of a Common Share on such date (or, if there was no trading or
quotation in the Common Shares on such date, on the next preceding date on which
there was trading or quotation) if the Common Shares are listed on a national
securities exchange or quoted on an interdealer quotation system. If the Common
Shares are not listed on a national securities exchange or quoted on an interdealer
quotation system, the Fair Market Value of a Common Share shall be determined by
the Committee in good faith based upon the best available facts and circumstances
at the time.
	 
	 	q)	 	“Grantee” means a person granted an Award under this Plan.
	 
	 	r)	 	“Immediate Family” means, with respect to a given Grantee, that
Grantee’s parents, spouse, brothers, sisters, children or grandchildren (including
adopted children or grandchildren).
	 
	 	s)	 	“ISO” means an Award that is intended to qualify as an incentive stock
option under Section 422 of the Code, as now or hereafter constituted.
	 
	 	t)	 	“Non-Employee Director” means a Director or Director Emeritus of the
Corporation or a Subsidiary who is not an Employee nor has been an Employee at any
time during the prior one-year period.
	 
	 	u)	 	“NQSO” means an Award that is not intended to qualify as an incentive
stock option under Section 422 of the Code, as now or hereafter constituted.
	 
	 	v)	 	“Options” refers collectively to NQSOs and ISOs issued under this Plan.
	 
	 	w)	 	“OTS” means the Office of Thrift Supervision, Department of the
Treasury.
	 
	 	x)	 	“Outside Director” means a non-employee Director or Director Emeritus
within the meaning of Rule 16b-3(b)(3) under the Exchange Act, or any successor
thereto, who is also an “outside director” within the meaning of Section 162(m) of
the Code and the regulations thereunder.
	 
	 	y)	 	“Performance Award” means an Award under the Plan, payable in cash,
Common Shares, other securities or other awards which confers on the holder thereof
the right to receive payments upon the achievement of certain performance goals
during the performance periods established by the Committee.
	 
	 	z)	 	“Permitted Transferee” means any individual or entity as defined in
Section 18.2 of this Plan.
	 
	 	aa)	 	“Plan” means this 2007 Long-Term Incentive Plan as set forth herein and
as amended from time to time.
	 
	 	bb)	 	“Restricted Shares” means an Award of Common Shares subject to
restrictions on transfer and/or any other restrictions on incidents of ownership as
the Committee may determine.
	 
	 	cc)	 	“Retirement” means the retirement of a Grantee between ages 60 and 64
with 15 or more years of service to the Corporation or a Subsidiary, or the
retirement of a Grantee at or after age 65, or as such meaning may be modified by
the Committee or Board in the future.
	 
	 	dd)	 	“Rules” means Rule 16(b)(3) and any successor provisions promulgated by
the Securities and Exchange Commission under Section 16 of the Exchange Act.




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	 	ee)	 	“SAR” means an Award constituting the right to receive, upon surrender
of the right, but without payment, an amount payable in stock or cash, as
determined by the Committee.
	 
	 	ff)	 	“Subsidiary or Subsidiaries” means any entity or entities in which the
Corporation owns a majority of the voting power.
	 
	 	gg)	 	“Ten Percent Shareholder” means any Grantee who owns more than 10% of
the combined voting power of all classes of stock of the Corporation, within the
meaning of Section 422 of the Code.
	 
	 	hh)	 	“Terminated for Cause” means any removal of a Director or discharge of
an Employee for personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties, willful violation of a material provision of any law, rule or regulation
(other than traffic violations or similar offenses) or a material violation of a
final cease-and-desist order or for any other action of a Director or Employee
which results in a substantial financial loss to the Corporation or a Subsidiary.





SECTION 3

Types of Awards Covered





	3.1	 	Awards granted under this Plan may be:






	 	a)	 	Options which may be designated as:






	 	(i)	 	NQSOs; or
	 
	 	(ii)	 	ISOs;






	 	b)	 	SARs;
	 
	 	c)	 	Restricted Shares;
	 
	 	d)	 	Performance Awards; or
	 
	 	e)	 	other forms of stock-based incentive awards.





SECTION 4

Administration





	4.1	 	This Plan shall be administered by the Committee. The members of the Committee shall be
appointed from time to time by the Board. Members of the Committee shall serve at the
pleasure of the Board, and the Board may from time to time remove members from, or add members
to, the Committee. Subject to the provisions of this Plan and applicable law, the Committee
shall have full discretion and the exclusive power to:






	 	a)	 	select the Employees, Directors and Directors Emeritus who will
participate in the Plan and to make Awards to such Employees and Directors;
	 
	 	b)	 	determine the times at which Awards shall be granted and any terms and
conditions with respect to Awards as shall not be inconsistent with the provisions
of this Plan; and
	 
	 	c)	 	resolve all questions relating to the administration of this Plan and
applicable law.




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	4.2	 	The interpretation of, and application by, the Committee of any provision of this Plan shall
be final and conclusive. The Committee, in its sole discretion, may establish rules and
guidelines relating to this Plan as it may deem appropriate.
	 
	4.3	 	A majority of the members of the Committee shall constitute a quorum for the transaction of
business. An action in writing by all members of the Committee then serving shall be fully
effective as if the action had been taken by unanimous vote at a meeting duly called and held.
	 
	4.4	 	The Committee may employ such legal counsel, consultants, and agents as it may deem desirable
for the administration of this Plan and may rely upon any opinion received from any retained
counsel or consultant and any computation received from any retained consultant or agent. The
Committee shall keep minutes of its actions under this Plan.





SECTION 5

Eligibility





	5.1	 	The individuals who shall be eligible to participate in this Plan shall be Directors,
Directors Emeritus, officers, management, and such other key Employees of the Corporation and
the Subsidiaries as the Committee may from time to time determine.





SECTION 6

Shares of Stock Subject to the Plan





	6.1	 	Awards may be granted with respect to the Common Shares.






	6.2	 	Shares delivered upon exercise of an Award, at the election of the Board, may be Common
Shares that are authorized but previously unissued, or Common Shares reacquired by the
Corporation, or both.






	6.3	 	The maximum number of Common Shares that may be issued pursuant to Awards granted under this
Plan, subject to adjustment as provided in Section 17 of this Plan, shall be 2,000,000 Common
Shares. For the purpose of computing the total number of Common Shares available for Awards
under this Plan, there shall be counted against the foregoing limitation the number of Common
Shares subject to issuance upon exercise of Awards as of the dates on which such Awards are
granted. If any Awards are forfeited, terminated or exchanged for other Awards, or expire
unexercised, the Common Shares which were subject to such Awards shall again be available for
Awards under this Plan to the extent of such forfeiture, termination or expiration; provided,
however, that forfeited shares or other securities shall not be available for further Awards
if the Grantee has realized any benefits of ownership from such shares.






	6.4	 	Notwithstanding any other provision of this Plan to the contrary, subject to adjustment as
provided in Section 17 of this Plan, the maximum number of Common Shares that may be issued to
any individual during the term of this Plan pursuant to Options granted under this Plan shall
be 25% of the number of Common Shares that may be issued pursuant to this Plan, all of which
may be granted as ISOs.





SECTION 7

Stock Options





	7.1	 	The Committee may grant Options, as follows, which shall be evidenced by a stock option
agreement and may be designated as NQSOs or ISOs:






	 	a)	 	NQSOs






	 	(i)	 	A NQSO is a right to purchase a specified number of Common
Shares during a period determined by the Committee, not to exceed ten years,
at a price determined by the




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	 	 	 	Committee that is not less than the Fair Market Value of the Common Shares on
the date the Option is granted.






	 	(ii)	 	The exercise price of the NQSO may be paid in cash. At the
discretion of the Committee, the exercise price may also be paid by the tender
of Common Shares to the Corporation or through a combination of Common Shares
and cash or through such other means as the Committee determines are
consistent with the purpose of this Plan and applicable law. No fractional
Common Shares will be issued or accepted by the Corporation.






	 	b)	 	ISOs






	 	(i)	 	No ISO may be granted under this Plan to a Non-Employee
Director.






	 	(ii)	 	To the extent the aggregate Fair Market Value (determined at
the time of the grant of the Award) of the number of Common Shares with
respect to which ISOs are exercisable under all plans of the Corporation or a
Subsidiary for the first time by a Grantee during any calendar year exceeds
$100,000, or such other limit as may be required by the Code, such ISOs shall
be treated as NQSOs to the extent of such excess.






	 	(iii)	 	No ISO may be exercisable more than:






	 	A)	 	ten years after the date the ISO is granted in the
case of a Grantee who is not a Ten Percent Shareholder on the date the ISO
is granted; and






	 	B)	 	five years after the date the ISO is granted in the
case of a Grantee who is a Ten Percent Shareholder on the date the ISO is
granted.






	 	(iv)	 	The exercise price of any ISO shall be determined by the
Committee and shall not be less than:






	 	A)	 	the Fair Market Value of the Common Shares subject to
the ISO on the date of grant in the case of a Grantee who is not a Ten
Percent Shareholder on the date the ISO is granted; and






	 	B)	 	110 percent of the Fair Market Value of the Common
Shares subject to the ISO on the date of grant in the case of a Grantee
who is a Ten Percent Shareholder on the date the ISO is granted.






	 	(v)	 	The Committee may provide that the exercise price under an ISO
may be paid by one or more of the methods available for paying the exercise
price of an NQSO under Section 7.1(a)(ii) of this Plan.





SECTION 8

Stock Appreciation Rights





	8.1	 	The amount payable with respect to each SAR shall be equal in value to the applicable
percentage of the excess, if any, of the Fair Market Value of a Common Share on the exercise
date over the exercise price of the SAR. The exercise price of the SAR shall be determined
by the Committee and shall not be less than the Fair Market Value of a Common Share on the
date the SAR is granted. SARs may be granted in tandem with an Option in which event the
Grantee has the right to elect to exercise either the SAR or the Option. Upon the election
to exercise one of these Awards, the other Award is subsequently terminated.






	8.2	 	In the case of an SAR granted in tandem with an ISO to an Employee who is a Ten Percent
Shareholder on the date of such grant, the amount payable with respect to each SAR shall be
equal in value to the applicable percentage of the excess, if any, of the Fair Market Value
of a Common Share on the exercise




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	 	 	date over the exercise price of the SAR, which exercise price shall not be less than 110
percent of the Fair Market Value of a Common Share on the date the SAR is granted.






	8.3	 	The applicable percentage, exercise price and exercise period of an SAR shall be established
by the Committee at the time the SAR is granted.





SECTION 9

Restricted Stock





	9.1	 	Restricted Shares are Common Shares that are issued to a Grantee at a price determined by
the Committee, which price may be zero, and are subject to restrictions on transfer and/or
such other restrictions on incidents of ownership as the Committee may determine.






	9.2	 	The Committee shall specify in the restricted share award agreement the terms upon which
Restricted Shares shall vest.






	9.3	 	The Committee may, in its discretion, provide for accelerated vesting of Restricted Shares
upon the achievement of specified performance goals to be determined by the Committee.






	9.4	 	A Grantee may make an election under Section 83(b) of the Code.





SECTION 10

Performance Awards





	10.1	 	A Performance Award granted under this Plan:






	 	a)	 	may be denominated or payable in cash, Common Shares, Restricted
Shares, other securities or other Awards; and






	 	b)	 	shall confer on the holder thereof the right to receive payments, in
whole or in part, upon the achievement of such performance goals during such
performance periods as the Committee or a majority of the Outside Directors,
excluding Directors Emeritus, shall establish.






	10.2	 	Subject to the terms of this Plan and any applicable Award agreement, the performance goals
to be achieved during any performance period, the length of any performance period, the
amount of any Performance Award granted and the amount of any payment or transfer to be made
pursuant to any Performance Award shall be determined by the Committee.





SECTION 11

Other Stock-Based Incentive Awards





	11.1	 	The Committee may from time to time grant Awards under this Plan that provide a Grantee the
right to purchase Common Shares or units that are valued by reference to the Fair Market
Value of the Common Shares (including, but not limited to, phantom securities or dividend
equivalents) or to receive Deferred Shares. Such Awards shall be in a form determined by the
Committee (and may include terms contingent upon a Change of Control); provided that such
Awards shall not be inconsistent with the terms and purposes of this Plan.




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SECTION 12

Rights in the Event of Resignation, Removal or Termination





	12.1	 	The Committee may provide for the exercise of Options in installments and upon such terms,
conditions and restrictions as it may determine subject to applicable law and the other
requirements of this Plan.






	12.2	 	Except in the event of the death, Disability or Retirement of a Grantee, upon the
resignation or removal from the board of directors of any Grantee who is an Outside Director
or upon the termination of employment of a Grantee who is not an Outside Director (unless
Terminated for Cause), any Option which has not yet become exercisable or any other Award
which has not yet vested shall thereupon terminate and be of no further force or effect, and,
unless the Committee shall specifically state otherwise at the time an Option is granted, any
Option which has become exercisable shall terminate if it is not exercised before the earlier
to occur of the date of its expiration or three months after such resignation, removal or
termination of employment or directorship.






	12.3	 	Unless the Committee shall specifically state otherwise at the time an Award is granted, in
the event the employment or the directorship of a Grantee is Terminated for Cause, any Option
that has not been exercised and any other Award that has not vested shall thereupon terminate
and be of no further force or effect.






	12.4	 	An Option granted hereunder shall be exercisable, in whole or in part, only by written
notice delivered in person or by mail to the Secretary of the Corporation at its principal
office, specifying the number of Common Shares to be purchased and accompanied by payment
thereof and otherwise in accordance with the stock option award agreement pursuant to which
the Option was granted.





SECTION 13

Rights in Event of Death, Disability or Retirement





	13.1	 	If a Grantee dies, becomes subject to a Disability or enters Retirement prior to termination
of his or her right to exercise an Option in accordance with the provisions of his or her
stock option award agreement without having totally exercised the Option, the Option will
become exercisable in full on the date of the Grantee’s death, Disability or Retirement, (i)
in the event of the Grantee’s death, by the Grantee’s estate or by the person who acquired
the right to exercise the Option by bequest or inheritance, (ii) in the event of the
Grantee’s Disability, by the Grantee or his or her personal representative or (iii) in the
event of a Grantee’s Retirement, by the Grantee.






	13.2	 	In the event of the Grantee’s death, Disability or Retirement, the Option shall not be
exercisable after the date of its expiration or more than twelve months from the date of the
Grantee’s death, Disability or Retirement, whichever first occurs.






	13.3	 	If a Grantee dies, becomes subject to a Disability or enters Retirement prior to the vesting
of any other Award, all Awards that have not expired and which are then held by any Grantee
(or the person or persons to whom any deceased Grantee’s rights have been transferred) shall
become fully and immediately vested and exercisable.






	13.4	 	The date of Disability of a Grantee shall be determined by the Committee.





SECTION 14

Award Agreements





	14.1	 	Each Award granted under this Plan shall be evidenced by an award agreement, as the
Committee may deem appropriate, between the Grantee to whom the Award is granted and the
Corporation, setting forth the number of Common Shares, SARs, or units subject to the Award
and such other terms and conditions applicable to the Award not inconsistent with this Plan.






	14.2	 	The award agreement for an Option shall also be referred to as a stock option award
agreement.




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SECTION 15

Tax Withholding





	15.1	 	The Committee may establish such rules and procedures as it considers desirable in order to
satisfy any obligation of the Corporation to withhold federal income taxes or other taxes
with respect to any Award made under this Plan. Such rules and procedures may provide:






	 	a)	 	in the case of Awards paid in Common Shares, the Corporation may
withhold Common Shares otherwise issuable upon exercise of such Award in order to
satisfy withholding obligations, unless otherwise instructed by the Grantee or
unless the Committee determines otherwise at the time of Grant; and






	 	b)	 	in the case of an Award paid in cash, that the withholding obligation
shall be satisfied by withholding the applicable amount and paying the net amount
in cash to the Grantee; provided that the requirements of the Rules, to the extent
applicable, must be satisfied with regard to any withholding pursuant to clause
(a).





SECTION 16

Change of Control





	16.1	 	For the purpose of this Plan, a “Change of Control” of the Corporation means:






	 	(i)	 	a change of control of the Corporation within the meaning of the Home
Owners’ Loan Act of 1933, as amended, and the Rules and Regulations promulgated by
the OTS, as in effect on the Effective Date (provided, that in applying the
definition of change of control as set forth under the rules and regulations of
the OTS, the Board shall substitute its judgment for that of the OTS);
	 
	 	(ii)	 	the time at which any “person” (as the term is used in Sections 13(d)
and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Corporation representing 20% or more of the Corporation’s outstanding securities
ordinarily having the right to vote at the election of directors;
	 
	 	(iii)	 	the time at which individuals who constitute the Board on the date
hereof (the “Incumbent Board”) cease for any reason to constitute at least a
majority thereof, provided that any person becoming a director subsequent to the
date hereof whose election was approved by a vote of a least 75% of the directors
comprising the Incumbent Board, or whose nomination for election by the
Corporation’s shareholders was approved by the same Nominating Committee serving
under an Incumbent Board shall be, for purposes of this clause (iii), considered as
though he were a member of the Incumbent Board;
	 
	 	(iv)	 	the consummation of a plan of reorganization, merger, consolidation,
sale of all or substantially all the assets of the Corporation or similar
transaction in which the Corporation is not the resulting entity;
	 
	 	(v)	 	the approval by shareholders of a proxy statement proposal submitted by
someone other than management of the Corporation seeking shareholder approval of a
plan of reorganization, merger or consolidation of the Corporation or similar
transaction with one or more corporations as a result of which the outstanding
            shares of the class of securities then subject to the plan or transaction are
exchanged for or converted into cash or property or securities not issued by the
Corporation; or
	 
	 	(vi)	 	a completed tender offer for 20% or more of the voting securities of the
Corporation by anyone other than the Corporation.




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	16.2	 	In the event of a Change of Control affecting the Corporation, then, notwithstanding any
provision of this Plan or of any provisions of any Award agreements entered into between the
Corporation and any Grantee to the contrary, all Awards that have not expired and which are
then held by any Grantee (or the person or persons to whom any deceased Grantee’s rights have
been transferred) shall, as of such Change of Control, become fully and immediately vested
and exercisable and may be exercised for the remaining term of such Awards; provided,
however, that in the event that any exercise or receipt of an Award in connection with a
Change of Control alone, or in the aggregate with other payments to a Grantee, would result
in the imposition of a penalty tax pursuant to Section 280G of the Code, such exercise or
receipt would remain subject to any vesting schedule set forth in an Award.





SECTION 17

Dilution or Other Adjustment





	17.1	 	If the Corporation is a party to any merger or consolidation, or undergoes any merger,
consolidation, separation, reorganization, liquidation or the like, the Committee shall have
the power to make arrangements, which shall be binding upon the holders of unexpired Awards,
for the substitution of new Awards for, or the assumption by another corporation of, any
unexpired Awards then outstanding hereunder.
	 
	17.2	 	In the event of any change in capitalization affecting the Common Shares, such as a stock
split, stock dividend, recapitalization, merger, consolidation, spin-off, split-up,
combination or exchange of shares or other form of reorganization, or any other change
affecting the Common Shares, including a distribution (other than normal cash dividends) of
Corporation assets to shareholders, the Committee shall conclusively determine the
appropriate adjustment in the terms of outstanding Awards, including the option prices of
outstanding Options, and the number and kind of shares or other securities as to which
outstanding Awards shall be exercisable, and the aggregate number of shares with respect to
which Awards may be granted.
	 
	17.3	 	The existence of this Plan and the Awards granted hereunder shall not affect or restrict in
any way the right or power of the Board or the shareholders of the Corporation to make or
authorize the following: any adjustment, recapitalization, reorganization or other change in
the Corporation’s capital structure or its business; any merger, acquisition or consolidation
of the Corporation; any issuance of bonds, debentures, preferred or prior preference stocks
ahead of or affecting the Corporation’s capital stock or the rights thereof; the dissolution
or liquidation of the Corporation or any sale or transfer of all or any part of its assets or
business; or any other corporate act or proceeding, including any merger or acquisition which
would result in the exchange of cash, stock of another company or options to purchase the
stock of another company for any Award outstanding at the time of such corporate transaction
or which would involve the termination of all Awards outstanding at the time of such
corporation transaction.





SECTION 18

Transferability





	18.1	 	Except as set forth in Section 18.2 of this Plan, no Award shall be sold, pledged, assigned,
transferred, or encumbered by a Grantee other than by will or by the laws of descent and
distribution.
	 
	18.2	 	Only an NQSO may be pledged, assigned, or transferred by a Grantee to another individual
provided that the NQSO is pledged, assigned, or transferred without consideration by a
Grantee, subject to such rules as the Committee may adopt, to (i) a member of the Grantee’s
Immediate Family, (ii) a trust solely for the benefit of the Grantee and his or her Immediate
Family or (iii) a partnership or limited liability company whose only partners or members are
the Grantee and his or her Immediate Family (hereinafter referred to as the Permitted
Transferee); provided that the Committee is notified in advance in writing of the terms and
conditions of any proposed pledge, assignment or transfer and the Committee determines




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	 	 	that such pledge, assignment or transfer complies with the requirements of this Plan and
the applicable Award agreement.






	18.3	 	Any pledge, assignment or transfer of an Award that does not comply with the provisions of
this Plan and the applicable Award agreement shall be void and unenforceable against the
Corporation.
	 
	18.4	 	All terms and conditions of a pledged, assigned or transferred Award shall apply to the
beneficiary, executor, administrator, and Permitted Transferee, whether one or more, of the
Grantee (including the beneficiary, executor and administrator of a permitted transferee),
including the right to amend the applicable Award agreement; provided that the
Permitted Transferee shall not pledge, assign or transfer an Award other than by will or by
the laws of descent and distribution.





SECTION 19

Amendment, Termination or Modification





	19.1	 	Without further approval of the shareholders of the Corporation, the Board may at any time
terminate this Plan, or may amend it from time to time in such respects as the Board may deem
advisable, except that the Board may not, without approval of the shareholders, make any
amendment which would (i) increase the aggregate number of Common Shares that may be issued
under this Plan, except for adjustments pursuant to Section 17 of this Plan, (ii) materially
modify the requirements as to eligibility for participation in this Plan, or (iii) materially
increase the benefits accruing under this Plan. The above notwithstanding, the Board may
amend this Plan to take into account changes in applicable securities, federal income tax and
other applicable laws.
	 
	19.2	 	The Board may authorize the Committee to direct the execution of an instrument providing for
the modification of any outstanding Award which the Board believes to be in the best
interests of the Corporation; provided, however, that no such modification, extension or
renewal shall confer on the holder of such Award any right or benefit which could not be
conferred on him by the grant of a new Award at such time and shall not materially decrease
the holder’s benefits under the Award without the consent of the holder of the Award, except
as otherwise permitted under this Plan.





SECTION 20

General Provisions





	20.1	 	No Awards may be exercised by a Grantee if such exercise, and the receipt of cash or stock
thereunder, would be, in the opinion of counsel selected by the Corporation, contrary to law
or the regulations of any duly constituted authority having jurisdiction over this Plan.
	 
	20.2	 	A bona fide leave of absence approved by a duly constituted officer of the Corporation shall
not be considered interruption or termination of service of any Grantee for any purposes of
this Plan or Awards granted thereunder, except that no Awards may be granted to an Employee
while he or she is on a bona fide leave of absence.
	 
	20.3	 	Nothing contained in this Plan or in an Award agreement granted thereunder shall confer upon
any Grantee any right to (i) continue in the employ of the Corporation or any of its
Subsidiaries or continue serving on the Board or the Board of Directors of a Subsidiary, or
(ii) interfere in any way with the right of the Corporation or any of its Subsidiaries to
terminate the Grantee’s employment or service on the Board at any time.
	 
	20.4	 	Any Award agreement may provide that shares issued upon exercise of any Awards may be
subject to such restrictions, including, without limitation, restrictions as to
transferability and restrictions constituting substantial risks of forfeiture as the
Committee may determine at the time such Award is granted.




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SECTION 21

Plan Effective Date





	21.1	 	This Plan shall become effective on the date of its adoption by the shareholders of the
Corporation (the “Effective Date”).





SECTION 22

Plan Termination





	22.1	 	No Award may be granted under this Plan on or after the date which is ten years following
the Effective Date, but Awards previously granted may be exercised in accordance with their
terms.





SECTION 23

Governing Law





	23.1	 	This Plan and all actions taken hereunder shall be governed by and construed in accordance
with the laws of the State of Ohio, except to the extent federal law shall be deemed
applicable.






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