**Exhibit 10.2**

 

**FIRST PLACE BANK**

**EMPLOYMENT AGREEMENT**

 

This AGREEMENT(“Agreement”) is made effective as of July 1, 2003 by and among **First Place Bank** (the “Bank”), a federally chartered savings association, with its principal administrative office at 185 East Market Street, Warren, Ohio;**First Place Financial Corp.**, a corporation organized under the laws of the State of Delaware, the holding company for the Bank (the “Holding Company”); and **Steven R. Lewis** (“Executive”). 

 

WHEREAS, the Bank wishes to assure itself of the services of Executive forthe period provided in this Agreement; and 

 

WHEREAS, theExecutive is willing to serve in the employ of the Bank on a full-time basis for said period; and 

 

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the partieshereby agree as follows: 

 

1. POSITION ANDRESPONSIBILITIES. 

 

During the period of Executive’semployment hereunder, Executive agrees to serve as President and Chief Executive Officer of the Bank. The Executive shall render administrative and management services to the Bank such as are customarily performed by persons situated in a similarexecutive capacity. During said period, Executive also agrees to serve, if elected, as an officer or director of the Holding Company or any subsidiary of the Bank. 

 

2. TERMS AND DUTIES. 

 

(a) The period of Executive’s employment under this Agreement shall be deemed to have commenced as of July 1,2003, and shall continue for a period of thirty-six (36) full calendar months thereafter. Commencing on July 1, 2004 and continuing on each anniversary thereafter, the disinterested members of the board of directors of the Bank(“Board”) may extend the Agreement an additional year such that the remaining term of the Agreement shall be thirty-six (36) months unless the Executive elects not to extend the term of this Agreement by giving written notice in accordancewith Section 8 of this Agreement. The Board will review the Agreement and Executive’s performance annually for purposes of determining whether to extend the Agreement and the rationale and results thereof shall be included in the minutes of theBoard’s meeting. The Board shall give notice to the Executive as soon as possible after such review as to whether the Agreement is to be extended. 

 

(b) During the period of Executive’s employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, andreasonable leaves of absence, Executive shall devote substantially all his business time, attention, skill, and efforts to the faithful performance of his duties hereunder, including activities and services related to the organization, operation andmanagement of the Bank and participation in community, 

professional and civic organizations; provided, however, that, with the approval of the Board, as evidenced by aresolution of such Board, from time to time, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, companies or organizations, which, in such Board’s judgment, will not present anyconflict of interest with the Bank, or materially affect the performance of Executive’s duties pursuant to this Agreement. 

 

(c) Notwithstanding anything herein to the contrary, Executive’s employment with the Bank may be terminated by the Bank or the Executiveduring the term of this Agreement, subject to the terms and conditions of this Agreement. 

 

3. COMPENSATION AND REIMBURSEMENT. 

 

(a) The Bank shall pay Executive as compensation a salary in an amount not less than the Base Salary in effect on the date of signing this Agreement(“Base Salary”). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Bank. Such Base Salary shall be payable bi-weekly. During the period of this Agreement,Executive’s Base Salary shall be reviewed at least annually. Such review shall be conducted by the Board or by a Committee of the Board delegated such responsibility by the Board. The Committee or the Board may increase Executive’s BaseSalary. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement. In addition to the Base Salary provided in this Section 3(a), the Bank shall also provide Executive, at no premium cost to Executive, withall such other benefits as are provided uniformly to permanent full-time employees of the Bank. 

 

(b) The Executive shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in whichExecutive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Bank will not, without Executive’s prior written consent, make any changes in such plans, arrangements orperquisites which would materially adversely affect Executive’s rights or benefits thereunder, except to the extent such changes are made applicable to all Bank employees eligible to participate in such plans, arrangements and perquisites on anon-discriminatory basis. Without limiting the generality of the foregoing provisions of this Subsection (b), Executive shall be entitled to participate in or receive benefits under any employee benefit plans including, but not limited to,retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Bank in the future to its senior executives andkey management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive shall be entitled to incentive compensation and bonuses as provided in any plan of theBank in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement. 

 

(c) In addition to the Base Salary provided for by paragraph (a) of thisSection 3 and other compensation provided for by paragraph (b) of this Section 3, the Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive’s obligations underthis Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine. 

 

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4. PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. 

 

(a) Upon the occurrence of an Event of Termination (as herein defined)during the Executive’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) thetermination by the Bank or the Holding Company of Executive’s full-time employment hereunder for any reason other than a termination governed by Section 5(a) hereof, or Termination for Cause, as defined in Section 7 hereof; (ii)Executive’s resignation from the Bank’s employ upon (A) any failure to elect or reelect or to appoint or reappoint Executive as President and Chief Executive Officer, unless consented to by the Executive, (B) a material change inExecutive’s function, duties, or responsibilities with the Bank, which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1,above, unless consented to by Executive, (C) a relocation of Executive’s principal place of employment by more than 50 miles from its location at the effective date of this Agreement, unless consented to by the Executive, (D) a materialreduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consented to by the Executive, (E) a liquidation or dissolution of the Bank or Holding Company, or (F) breach ofthis Agreement by the Bank. Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty(60) days prior written notice given within six full calendar months after the event giving rise to said right to elect. 

 

(b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 8, the Bank shall be obligated to pay Executive, or,in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a sum equal to the sum of: (i) the amount of the remaining payments that the Executive would have earned if he had continued his employmentwith the Bank during the remaining term of this Agreement at the Executive’s Base Salary at the Date of Termination; and (ii) the amount equal to the annual contributions that would have been made on Executive’s behalf to any employeebenefit plans of the Bank or the Holding Company during the remaining term of this Agreement based on contributions made (on an annualized basis) at the Date of Termination; provided, however, that any payments pursuant to thissubsection and subsection 4(c) below shall not, in the aggregate, exceed three times Executive’s average annual compensation for the five most recent taxable years that Executive has been employed by the Bank or such lesser number of years inthe event that Executive shall have been employed by the Bank for less than five years. In the event the Bank is not in compliance with its minimum capital requirements or if such payments pursuant to this subsection (b) would cause the Bank’scapital to be reduced below its minimum regulatory capital requirements, such payments shall be deferred until such time as the Bank or successor thereto is in capital compliance. At the election of the Bank, such payments shall be made in a lumpsum as of the Executive’s Date of Termination or on a monthly basis in approximately equal installments during the remaining term of the Agreement. Such payments shall not be reduced in the event the Executive obtains other employment followingtermination of employment. 

 

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(c) Upon the occurrence of an Event of Termination, the Bank will cause to be continued life, medical anddental coverage substantially equivalent to the coverage maintained by the Bank or the Holding Company for Executive prior to his termination at no premium cost to the Executive. Such coverage shall cease upon the expiration of the remaining term ofthis Agreement. 

 

5. CHANGE IN CONTROL.

 

(a) For purposes of this Agreement, a “Change inControl” of the Bank or Holding Company shall mean an event of a nature that: (i) would be required to be reported in response to Item 1 of the Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”); or (ii) results in a Change in Control of the Bank or the Holding Company within the meaning of the Home Owners’ Loan Act of 1933, as amended, the Federal DepositInsurance Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (“OTS”) (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forthunder the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any “person” (as the termis 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 voting securities of the Bank or the Holding Company representing25% or more of the Bank ‘s or the Holding Company’s outstanding voting securities or right to acquire such securities except for any voting securities of the Bank purchased by the Holding Company and any voting securities purchased by anyemployee benefit plan of the Bank or the Holding Company, or (B) 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 personbecoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Holding Company’s stockholders wasapproved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger,consolidation, sale of all or substantially all the assets of the Bank or the Holding Company or similar transaction occurs or is effectuated in which the Bank or Holding Company is not the resulting entity; provided, however, that such an eventlisted above will be deemed to have occurred or to have been effectuated upon the receipt of all required regulatory approvals not including the lapse of any statutory waiting periods. 

 

(b) If a Change in Control has occurred pursuant to Section 5(a) or the Board has determined that a Change in Control hasoccurred, Executive shall be entitled to the benefits provided in paragraphs (c) and (d) of this Section 5 upon his subsequent termination of employment within two years following the Change in Control due to (1) Executive’s dismissal or (2)Executive’s voluntary resignation following any material demotion, loss of title, office or 

 

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significant authority or responsibility, material reduction in annual compensation or benefits or relocation of hisprincipal place of employment by more than 50 miles from its location immediately prior to the Change in Control, unless such termination is because of his death, disability, retirement or Termination for Cause. 

 

(c) Upon Executive’s entitlement to benefits pursuant to Section 5(b),the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to the greater of: (1) the payments due for theremaining term of the Agreement; or (2) three (3) times Executive’s average annual compensation for the five (5) most recent taxable years that Executive has been employed by the Bank or such lesser number of years in the event that Executiveshall have been employed by the Bank for less than five (5) years. Such annual compensation shall include Base Salary, commissions, bonuses, any other cash compensation, contributions or accruals on Executive’s behalf to any pension and/orprofit sharing plan, severance payments, retirement payments, directors or committee fees and fringe benefits paid or to be paid to the Executive in any such year and payment of any expense items without accountability or business purpose or that donot meet the Internal Revenue Service requirements for deductibility by the Bank; provided, however, that any payment under this provision and subsection 5(d) below shall not exceed three (3) times the Executive’s average annual compensation.In the event the Bank is not in compliance with its minimum capital requirements or if such payments would cause the Bank ‘s capital to be reduced below its minimum regulatory capital requirements, such payments shall be deferred until suchtime as the Bank or successor thereto is in capital compliance. At the election of the Executive, which election is to be made on or before the Date of Termination, such payment shall be made in a lump sum as of the Executive’s Date ofTermination. In the event that no election is made, payment to the Executive will be made in approximately equal installments on a monthly basis over a period of thirty-six (36) months following the Executive’s termination. Such payments shallnot be reduced in the event Executive obtains other employment following termination of employment. 

 

(d) Upon the Executive’s entitlement to benefits pursuant to Section 5(b), the Bank will cause to be continued life, medical and dental coveragesubstantially equivalent to the coverage maintained by the Bank for Executive prior to his severance at no premium cost to the Executive. Such coverage and payments shall cease upon the expiration of thirty-six (36) months following the Date ofTermination. 

 

6. CHANGE OF CONTROL RELATEDPROVISIONS 

 

Notwithstanding the provisions of Section 5, in noevent shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of1986, as amended, or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amountequal to three (3) times Executive’s “base amount”, as determined in accordance with said Section 280G. The allocation of the reduction required hereby among the Termination Benefits provided by Section 5 shall be determined byExecutive. 

 

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7. TERMINATION FOR CAUSE. 

 

The term “Termination for Cause” shall mean termination because of Executive’s personal dishonesty,incompetence, willful misconduct, conduct damaging the reputation of the Bank or the Holding Company, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule orregulation (other than traffic violations or similar offenses) or final cease-and-desist order or material breach of any provision of this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to have been Terminated for Causeunless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board calledand held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifyingTermination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after the Date of Termination for Cause. During the period beginning on the date ofthe Notice of Termination for Cause pursuant to Section 8 hereof through the Date of Termination for Cause, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvestedawards granted to Executive under any stock benefit plan of the Bank, the Holding Company or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and any unvested awards shallbecome null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Termination for Cause. 

 

8. NOTICE. 

 

(a) Any purported termination by the Bank or by Executive shall be communicated by Notice of Termination to the other party hereto. For purposes of thisAgreement, a “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to providea basis for termination of Executive’s employment under the provision so indicated. 

 

(b) “Date of Termination” shall mean the date specified in the Notice of Termination (which, in the case of a Termination for Cause, shall not be less than thirty (30) days from the date such Notice ofTermination is given); provided, however, that if a dispute regarding the Executive’s termination exists, the “Date of Termination” shall be determined in accordance with Section 8(c) of this Agreement. 

 

(c) If, within thirty (30) days after any Notice of Termination is given, theparty receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, except upon the occurrence of a Change in Control and voluntary termination by the Executive in which case the Date of Terminationshall be the date specified in the Notice, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order ordecree of a court of competent jurisdiction (the time for appeal therefrom having expired 

 

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and no appeal having been perfected) and, provided further, that the Date of Termination shall be extended by a notice ofdispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, in the event the Executive is terminated forreasons other than Termination for Cause, the Bank will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, Base Salary) and continue him as a participant inall compensation, benefit and insurance plans in which he was participating when the notice of dispute was given until the earlier of: (1) the resolution of the dispute in accordance with this Agreement or (2) the expiration of the remaining term ofthis Agreement. Amounts paid under this Section are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement. 

 

9. POST-TERMINATION OBLIGATIONS. 

 

All payments and benefits to Executive under this Agreement shall be subjectto Executive’s compliance with this Section 9 for one (1) full year after the earlier of the expiration of this Agreement or termination of Executive’s employment with the Bank. Executive shall, upon reasonable notice, furnish suchinformation and assistance to the Bank as may reasonably be required by the Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party. 

 

10. NON-COMPETITION AND NON-DISCLOSURE OF BANK BUSINESS.

 

(a) Upon any termination of Executive’s employmenthereunder pursuant to Section 4 hereof, Executive agrees not to compete with the Bank for a period of one (1) year following such termination in any city, town or county in which the Executive’s normal business office is located and the Bankhas an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that duringsuch period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other businessactivities of the Bank. The parties hereto, recognizing that irreparable injury will result to the Bank, its business and property in the event of Executive’s breach of this Subsection 10(a) agree that in the event of any such breach byExecutive, the Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employees and all persons acting for or underthe direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 7 hereof, Executive’s experience and capabilities are such that Executive can obtain employment in a businessengaged in other lines and/or of a different nature than the Bank, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank from pursuingany other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive. 

 

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(b) Executive recognizes and acknowledges that the knowledge of the business activities and plans forbusiness activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. Executive will not, during or after the term of his employment, disclose any knowledge ofthe past, present, planned or considered business activities of the Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever unless expressly authorized by the Board of Directors as requiredby law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank. Further,Executive may disclose information regarding the business activities of the Bank to the OTS and the Federal Deposit Insurance Corporation (“FDIC”) pursuant to a formal regulatory request. In the event of a breach or threatened breach byExecutive of the provisions of this Section, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank oraffiliates thereof, or from rendering any services to any person, firm, corporation, or other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibitingthe Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive. 

 

11. SOURCE OF PAYMENTS. 

 

(a) All payments provided in this Agreement shall be timely paid in cash or check from the general funds of the Bank. The Holding Company, however,unconditionally guarantees payment and provision of all amounts and benefits due hereunder to Executive and, if such amounts and benefits due from the Bank are not timely paid or provided by the Bank, such amounts and benefits shall be paid orprovided by the Holding Company. 

 

(b) Notwithstanding anyprovision herein to the contrary, to the extent that payments and benefits, as provided by this Agreement, are paid to or received by Executive under the Employment Agreement made effective July 1, 2003, between Executive and the Holding Company,such compensation payments and benefits paid by the Holding Company will be subtracted from any amounts due simultaneously to Executive under similar provisions of this Agreement. Payments pursuant to this Agreement and the Holding Company Agreementshall be allocated in proportion to the services rendered and time expended on such activities by Executive as determined by the Holding Company and the Bank on a quarterly basis. 

 

12. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS. 

 

This Agreement contains the entire understanding between the parties heretoand supersedes any prior employment agreement between the Bank or any predecessor of the Bank and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhereprovided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement. 

 

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13. NO ATTACHMENT. 

 

(a) Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation,commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation, or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to affect any such actionshall be null, void, and of no effect. 

 

(b) This Agreementshall be binding upon, and inure to the benefit of, Executive and the Bank and their respective successors and assigns. 

 

14. MODIFICATION AND WAIVER. 

 

(a) This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. 

 

(b) No term or condition of this Agreement shall be deemed to have beenwaived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unlessspecifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future as to any act other than that specifically waived.

 

15. REQUIRED PROVISIONS. 

 

(a) The Bank may terminate Executive’s employment at any time, but anytermination by the Bank, other than Termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any periodafter Termination for Cause as defined in Section 7 hereinabove. 

 

(b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C.§1818(e)(3) or (g)(1); the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion: (i) payExecutive all or part of the compensation withheld while their contract obligations were suspended; and (ii) reinstate (in whole or in part) any of the obligations which were suspended. 

 

(c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank ‘s affairs byan order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of the Bank under this contract shall terminate as of the effective date of the order, but vested rights ofthe contracting parties shall not be affected. 

 

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(d) If the Bank is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, 12U.S.C. §1813(x)(1), all obligations of the Bank under this contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. 

 

(e) All obligations of the Bank under this contract shall be terminated,except to the extent determined that continuation of the contract is necessary for the continued operation of the institution: (i) by the Director of the OTS (or his designee), or the FDIC, at the time the FDIC enters into an agreement to provideassistance to or on behalf of the Bank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. §1823(c); or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee)approves a supervisory merger to resolve problems related to the operations of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not beaffected by such action. 

 

(f) Any payments made to Executivepursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with 12 U.S.C. § 1828(k), 12 C.F.R. Part 359 and 12 C.F.R. § 545.121 and any rules and regulations promulgated thereunder. 

 

16. REINSTATEMENT OF BENEFITS UNDER SECTION 15(b).

 

In the event Executive is suspended and/or temporarilyprohibited from participating in the conduct of the Bank ‘s affairs by a notice described in Section 15(b) hereof (the “Notice”) during the term of this Agreement and a Change in Control, as defined herein, occurs, the Bank willassume its obligation to pay and Executive will be entitled to receive all of the termination benefits provided for under Section 5 of this Agreement upon the Bank ‘s receipt of a dismissal of charges in the Notice. 

 

17. SEVERABILITY. 

 

If, for any reason, any provision of this Agreement, or any part of anyprovision, is held invalid, such invalidity shall not affect any other provision of this Agreement or any part of such provision not held so invalid, and each such other provision and part thereof shall to the full extent consistent with lawcontinue in full force and effect. 

 

18.HEADINGS FOR REFERENCE ONLY. 

 

The headings of sections andparagraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement. 

 

19. GOVERNING LAW. 

 

The validity, interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State ofOhio, but only to the extent not superseded by federal law. 

 

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20. ARBITRATION. 

 

Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration,conducted before a panel of three arbitrators sitting in a location selected by Executive within fifty (50) miles from the location of the Bank, in accordance with the rules of the American Arbitration Bank then in effect. Judgment may be entered onthe arbitrator’s award in any court having jurisdiction; provided, however, that Executive shall be entitled to seek specific performance of his right to be paid until the Date of Termination during the pendency of any dispute or controversyarising under or in connection with this Agreement. 

 

In theevent any dispute or controversy arising under or in connection with Executive’s termination is resolved in favor of Executive, whether by judgment, arbitration or settlement, Executive shall be entitled to the payment of all back-pay,including salary, bonuses and any other cash compensation, fringe benefits and any compensation and benefits due Executive under this Agreement. 

 

21. PAYMENT OF COSTS AND LEGAL FEES. 

 

All reasonable costs and legal fees paid or incurred by Executive pursuant to any dispute or question of interpretation relating to this Agreement shallbe paid or reimbursed by the Bank (which payments are guaranteed by the Holding Company pursuant to Section 11 hereof) if Executive is successful on the merits pursuant to a legal judgment, arbitration or settlement. 

 

22. INDEMNIFICATION. 

 

(a) The Bank shall provide Executive (including his heirs, executors andadministrators) with coverage under a standard directors’ and officers’ liability insurance policy at its expense and shall indemnify Executive (and his heirs, executors and administrators) to the fullest extent permitted under federal lawagainst all expenses and liabilities reasonably incurred by him in connection with or arising out of any action, suit or proceeding in which he may be involved by reason of his having been a director or officer of the Bank (whether or not hecontinues to be a director or officer at the time of incurring such expenses or liabilities), such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys’ fees and the cost of reasonable settlements.

 

(b) Any payments made to Executive pursuant to this Sectionare subject to and conditioned upon compliance with 12 U.S.C. §1828(k), 12 C.F.R. Part 359 and 12 C.F.R. §545.121 and any rules or regulations promulgated thereunder. 

 

23. SUCCESSOR TO THE BANK. 

 

The Bank shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation orotherwise, to all or substantially all the business or assets of the Bank or the Holding Company, expressly and unconditionally to assume and agree to perform the Bank ‘s obligations under this Agreement, in the same manner and to the sameextent that the Bank would be required to perform if no such succession or assignment had taken place. 

 

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**SIGNATURES**

 

IN WITNESS WHEREOF, First Place Bank and First Place Financial Corp. have caused this Agreement to be executed and their seals to be affixed hereuntoby their duly authorized officers and directors, and Executive has signed this Agreement, on the              day of                    , 2003. 

 
ATTEST: **FIRST PLACE BANK**
/s/ Craig Carr
 By: 
/s/ W. Terry Patrick
Craig Carr   W. Terry PatrickSecretary   Chairman of the BoardATTEST: **FIRST PLACE FINANCIAL CORP.**    (Guarantor)
/s/ Craig Carr
 By: 
/s/ W. Terry Patrick
Craig Carr   W. Terry PatrickSecretary   Chairman of the BoardWITNESS:    
/s/ Craig Carr
   
/s/ Steven R. Lewis
Craig Carr   Steven R. LewisSecretary   Executive
 

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