Unassociated Document


    Exhibit
      10.2

    


    RURBAN
      FINANCIAL CORP.

    2008
      STOCK INCENTIVE PLAN

    


    RESTRICTED
      STOCK AWARD AGREEMENT

    (For
      Employees)

     

    In
      recognition of your services to Rurban Financial Corp. (the “Company”) and its
      Subsidiaries, the Compensation Committee of the Board of Directors of the
      Company has granted to you restricted common shares, without par value, of
      the
      Company (“Restricted Stock”), subject to the terms and conditions described in
      the Rurban Financial Corp. 2008 Stock Incentive Plan (the “Plan”) and this
      Restricted Stock Award Agreement (this “Award Agreement”).

     

    To
      ensure
      you fully understand the terms and conditions of your Restricted Stock, you
      should read the Plan and this Award Agreement carefully. Capitalized terms
      that
      are not defined in this Award Agreement have the same meanings as in the
      Plan.

     

    You
      should return a signed copy of this Award Agreement to:

     

    Keeta
      J.
      Diller

    Vice
      President and Corporate Secretary

    Rurban
      Financial Corp.

    401
      Clinton Street

    Defiance,
      Ohio 43512

     

    1.    
Summary
      of Your Restricted Stock

     

    Grant
      Date: __________,
      20___

     

    Number
      of Shares of Restricted Stock: ________
      Shares

     

    2.    Transfer
      Restrictions and Restriction Periods

    


    (a)    Transfer
      Restrictions:
      Until
      the Restriction Period (as described below) lapse, your Restricted Stock will
      be
      subject to a risk of forfeiture and the Company will hold it in escrow. Except
      as described below, you may not sell, transfer, pledge, assign, alienate or
      hypothecate your shares of Restricted Stock. After the Restriction Periods
      lapse, your Restricted Stock will be distributed to you or forfeited, depending
      on whether or not you satisfy the terms and conditions described in this Award
      Agreement.

    


    (b)    Restriction
      Periods:

    


    (i)    Subject
      to the provisions of the Plan and this Award Agreement (including Section 3),
      the restrictions on your Restricted Stock will lapse and the Restricted Stock
      will become fully vested on ___________, 20____.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (ii)    Notwithstanding
      the foregoing and unless otherwise specified in a separate change in control
      agreement (or similar written agreement) between you and the Company, the
      Restriction Periods will lapse and the Restricted Stock will become fully vested
      if an Applicable Event occurs.

    


    3.    Effect
      of Retirement or Other Termination on Restricted Stock

    


    (a)    Retirement:
      If you
      voluntarily terminate your service as an Employee and, if applicable, a Director
      after (i) attaining the age of 62 and (ii) completing five years of service
      to
      the Company or any Subsidiary, the Restriction Periods will lapse and the
      Restricted Stock will become fully vested on the date of your
      termination.

    


    (b)    Death
      or Disability: If
      your
      service as an Employee and, if applicable, a Director of the Company terminates
      due to your death or Disability, the Restriction Periods will lapse and the
      Restricted Stock will become fully vested on the date of your termination.
      

    


    (c)    Termination
      for Any Other Reason:
      Except
      as provided in Section 2(b)(ii), if your service as an Employee and, if
      applicable, a Director of the Company terminates for any reason other than
      death, Disability or Retirement, any unvested shares of Restricted Stock will
      be
      forfeited on the date of your termination.

    


    4.    Settling
      Your Restricted Stock

    


    Your
      Restricted Stock will be released from escrow and distributed to you as soon
      as
      practicable after all terms, restrictions and conditions described in the Plan
      and this Award Agreement have been satisfied. Any fractional share of Restricted
      Stock will be forfeited.

    


    5.    Other
      Rules Affecting Your Restricted Stock

    


    (a)    Rights
      During the Restriction Period:
      During
      the Restriction Periods (and even though the shares of Restricted Stock are
      held
      in escrow until they are settled), you (i) may exercise full voting rights
      associated with the shares of Restricted Stock and (ii) will be entitled to
      receive all dividends and other distributions paid with respect to that
      Restricted Stock; provided, however, that if any dividends or other
      distributions are paid in shares of Stock, those shares will be subject to
      the
      same restrictions on transferability and forfeitability as the shares of
      Restricted Stock with respect to which they were issued under this Award
      Agreement.

    


    (b)    Beneficiary
      Designation:
      You may
      name a beneficiary or beneficiaries to receive Restricted Stock that has vested
      but has not been settled at the time of your death by completing and filing
      with
      the Committee a written beneficiary designation on a form prescribed by the
      Committee. If you have not completed a beneficiary designation form or if you
      wish to change your beneficiary, you may complete the beneficiary designation
      form attached to this Award Agreement as Exhibit
      A.
      You do
      not need to designate a beneficiary now and no designation is required to be
      completed as a condition of receiving your Restricted Stock. Upon your death,
      the Company will deliver any shares underlying your Restricted Stock to your
      beneficiary upon receipt by the Company of proof of identity and the existence
      of a validly designated beneficiary at the time of your death. However, if
      you
      die without designating a beneficiary or if you do not complete the form
      correctly, the Company will deliver any shares underlying your Restricted Stock
      to the executor or administrator of your estate, or if no such executor or
      administrator has been appointed to the knowledge of the Company, the Company
      may, in its sole discretion, deliver such Stock to your spouse or to any one
      or
      more of your dependents as the Company may designate. 

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    (c)    Tax
      Withholding: The
      Company will have the right and is hereby authorized to deduct or withhold
      an
      amount sufficient to satisfy federal, state and local taxes required by law
      to
      be withheld with respect to your Restricted Stock. At the sole discretion of
      the
      Committee, you may be permitted to satisfy the foregoing withholding liability
      by paying to the Company the withholding amount in cash, through the delivery
      or
      attestation of shares of Stock you have owned for at least the previous six
      months (or such other period acceptable under generally accepted accounting
      principles) with a Fair Market Value equal to the statutory minimum withholding
      liability or by having the Company withhold shares of Stock that would otherwise
      be issued to you when your Restricted Stock is settled with a Fair Market Value
      equal to the statutory minimum withholding liability. 

    


    (d)    Transferring
      Your Restricted Stock: During
      the Restriction Periods, your Restricted Stock may not be sold, transferred,
      pledged, assigned or otherwise alienated or hypothecated, except by will or
      the
      laws of descent and distribution. However, as described in Section 4(b), you
      may
      designate a beneficiary who may receive any Restricted Stock that is settled
      after your death. Also, with the Committee’s consent, you may be allowed to
      transfer your Restricted Stock to an immediate family member, a partnership
      consisting solely of immediate family members or trusts for the benefit of
      immediate family members. Contact us at the address given on the first page
      of
      this Award Agreement if you are interested in transferring your Restricted
      Stock
      to such a transferee.

    


    (e)    Adjustments
      to Your Restricted Stock:
      If there
      is a Stock dividend, Stock split, recapitalization (including payment of an
      extraordinary dividend), merger, consolidation, combination, spin-off,
      distribution of assets to shareholders, exchange of shares or other similar
      corporate change affecting the Stock, the Committee will appropriately adjust
      the number of shares of Restricted Stock and any other factors, limits or terms
      affecting your Restricted Stock. Notwithstanding the foregoing, an adjustment
      will be made only to the extent such adjustment complies with Section 409A
      of
      the Code, to the extent applicable.

    


    (f)    Restrictions
      on Transfer of Stock: Shares
      of
      Stock tendered under this Award Agreement may be subject to any stock transfer
      orders and other restrictions that the Committee believes to be advisable under
      the rules, regulations and other requirements of the Securities and Exchange
      Commission, any exchange, market or other quotation system on or through which
      the Company’s securities are then traded, or any applicable federal or state
      securities law. The Committee may cause a legend or legends to be placed on
      any
      certificates issued under this Award Agreement to make appropriate reference
      to
      any restrictions.

    


    (g)    Tenure:
      Nothing
      in the Plan or this Award Agreement shall confer upon you the right to continue
      as an Employee or Director, as applicable, of the Company or any
      Subsidiary.

     

    (h)    Governing
      Law:
      This
      Award Agreement will be construed in accordance with and governed by the laws
      (other than laws governing conflicts of laws) of the State of Ohio.

    


    
      
         

      

      
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    (i)    Amendment
      of Award Agreement:
      This
      Award Agreement may be amended by a written agreement signed by both parties
      to
      this Award Agreement; provided, however, that the Company may amend this Award
      Agreement to the extent necessary to comply with applicable law without your
      consent or any additional consideration, even if those amendments eliminate,
      restrict or reduce your rights under this Award Agreement.

    


    (j)    Other
      Terms and Conditions:
      Your
      Restricted Stock 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. You should read the Plan carefully to ensure you fully
      understand all the terms and conditions of your Restricted Stock. 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 shall be binding on you.

    


    (k)    Other
      Agreements: Your
      Restricted Stock will be subject to the terms of any other written agreements
      between you and the Company to the extent that those other agreements do not
      directly conflict with the terms of the Plan or this Award
      Agreement.

    


    (l)    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.

    


    * * * * *

    


    Your
      Acknowledgement

    


    By
      signing below as the “Participant,” you acknowledge and agree that:

    


    	·  	
            A
              copy of the Plan has been made available to you;
              and

          


    	·  	
            You
              understand and accept the terms and conditions placed on your Restricted
              Stock.

          


     

    
      	PARTICIPANT	 	RURBAN FINANCIAL CORP.	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 
	Print
              Name:	 	 	Print
              Name:	 	 
	 	 	 	Title:	 	 
	 	 	 	 	 	 


    

    
      	Date:	 	 	Date:	 	 


    

     

    
      
         

      

      
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