**Exhibit 10.1**

 

**FIRST PLACE FINANCIAL CORP.**

**EMPLOYMENT AGREEMENT**

 

This AGREEMENT (“Agreement”) is made effective as of July 1, 2003, by and between **First Place Financial Corp.** (the “Holding Company”), a corporation organized under the laws of Delaware, with its principal officesat 185 East Market Street, Warren, Ohio, and **Steven R. Lewis** (“Executive”). Any reference to “Institution” herein shall mean **First Place Bank** or any successor thereto. 

 

WHEREAS, the Holding Company wishes to assure itself of the services ofExecutive for the period provided in this Agreement; and 

 

WHEREAS, the Executive is willing to serve in the employ of the Holding Company on a full-time basis for said period. 

 

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 Holding Company. The Executive shall render administrative and management services to the Holding Company such as are customarily performed by persons ina similar executive capacity. During said period, Executive also agrees to serve, if elected, as an officer or director of any subsidiary of the Holding Company. 

 

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. Effective beginning July 1, 2003, the term of this Agreement shall be extended for one day each day until such time as the board of directors of theHolding Company (the “Board”) or Executive elects not to extend the term of the Agreement by giving written notice to the other party in accordance with Section 8 of this Agreement, in which case the term of this Agreement shall be fixedand shall end on the third anniversary of the date of such written notice. 

 

(b) During the period of Executive’s employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive shall devote substantiallyall his business time, attention, skill, and efforts to the faithful performance of his duties hereunder, including activities and services related to the organization, operation and management of the Holding Company and its direct or indirectsubsidiaries (“Subsidiaries”) and participation in community, professional and civic organizations; provided, however, that, with the approval of the Board, as evidenced by a 

resolution 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 any conflict of interest with the Holding Company or its Subsidiaries, or materially affect the performance ofExecutive’s duties pursuant to this Agreement. 

 

(c)Notwithstanding anything herein contained to the contrary, Executive’s employment with the Holding Company may be terminated by the Holding Company or Executive during the term of this Agreement, subject to the terms and conditions of thisAgreement. However, Executive shall not perform, in any respect, directly or indirectly, during the pendency of his temporary or permanent suspension or termination from the Institution, duties and responsibilities formerly performed at theInstitution as part of his duties and responsibilities as President and Chief Executive Officer of the Holding Company. 

 

3. COMPENSATION AND REIMBURSEMENT. 

 

(a) The Executive shall be entitled to a salary from the Holding Company or its Subsidiaries in an amount not less than the Base Salary in effect on thedate 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 Holding Company and its Subsidiaries. Such Base Salaryshall 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 Boardon such dates as shall be established by the Board or by the Committee. The Committee or the Board may increase Executive’s Base Salary. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement. Inaddition to the Base Salary provided in this Section 3(a), the Holding Company shall also provide Executive, at no premium cost to Executive, with all such other benefits as provided uniformly to permanent full-time employees of the Holding Companyand its Subsidiaries. 

 

(b) The Executive shall be entitled toparticipate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, andthe Holding Company and its Subsidiaries will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s rights or benefits thereunder,except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of theforegoing 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 Holding Company and its Subsidiaries in the future to its senior executives and key 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 the Holding Company and its

 

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Subsidiaries in which Executive is eligible to participate. Nothing paid to the Executive under any such plan orarrangement 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 this Section 3 and other compensation provided for by paragraph (b) of this Section 3,the Holding Company shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred in the performance of Executive’s obligations under this Agreement and may provide such additional compensation in such formand such amounts as the Board may from time to time determine. 

 

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) the termination by 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 Holding Company’s employ upon (A) any failure to elect or reelect or to appoint or reappoint Executive as President and Chief ExecutiveOfficer, unless consented to by the Executive, (B) a material change in Executive’s function, duties, or responsibilities with the Holding Company or its Subsidiaries, which change would cause Executive’s position to become one of lesserresponsibility, importance, or scope from the position and attributes thereof described in Section 1, above, unless consented to by the Executive, (C) a relocation of Executive’s principal place of employment by more than 50 miles from itslocation at the effective date of this Agreement, unless consented to by the Executive, (D) a material reduction in the benefits and perquisites to the Executive from those being provided as of the effective date of this Agreement, unless consentedto by the Executive, (E) a liquidation or dissolution of the Holding Company or the Institution, or (F) breach of this Agreement by the Holding Company. 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 theDate of Termination, as defined in Section 8, the Holding Company 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) theamount of the remaining payments that the Executive would have earned if he had continued his employment with the Holding Company and the Institution during the remaining term of this Agreement at the Executive’s Base Salary at the Date ofTermination; and (ii) the amount equal to the annual contributions that would have been made on Executive’s behalf to any employee benefit plans of the Institution or the Holding Company during the remaining term of this Agreement based oncontributions made (on an annualized basis) at the Date of Termination. At the election of the Holding Company, such payments shall be made in a lump sum as of the Executive’s Date of Termination or on a monthly basis in approximately

 

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equal installments during the remaining term of the Agreement. Such payments shall not be reduced in the event theExecutive obtains other employment following termination of employment. 

 

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

 

5. CHANGE IN CONTROL. 

 

(a) For purposes of this Agreement, a “Change in Control” of the Holding Company or the Institution 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 the Securities Exchange Act of 1934, as amended (the “Exchange Act”); or (ii)results in a Change in Control of the Institution or the Holding Company within the meaning of the Home Owners’ Loan Act of 1933, as amended, the Federal Deposit Insurance Act, and the Rules and Regulations promulgated by the Office of ThriftSupervision (“OTS”) (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute itsjudgment 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 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 voting securities of the Institution or the Holding Company representing 25% or more of the Institution’s or the Holding Company’soutstanding voting securities or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or itsSubsidiaries, 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 person becoming a director subsequent to the date hereofwhose 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 was approved by a Nominating Committee solely composed ofmembers 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 assetsof the Institution or the Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred orto have been effectuated upon the receipt of all required federal regulatory approvals not including the lapse of any statutory waiting periods, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the HoldingCompany, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Institution with one or more corporations as a result of whichthe outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or 

 

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property or securities not issued by the Institution or the Holding Company, or (E) a tender offer is made for 20% ormore of the voting securities of the Institution or Holding Company then outstanding. 

 

(b) If a Change in Control has occurred pursuant to Section 5(a) or the Board has determined that a Change in Control has occurred, Executive shall be entitled to the benefits provided in paragraphs (c) and (d) ofthis Section 5 upon his subsequent termination of employment at any time during the term of this Agreement due to (i) Executive’s dismissal, or (ii) Executive’s voluntary resignation following any material demotion, loss of title, officeor significant authority or responsibility, material reduction in annual compensation or benefits or relocation of his principal place of employment by more than 50 miles from its location immediately prior to the Change in Control, unless suchtermination is because of his death, disability, retirement or Termination for Cause. 

 

(c) Upon the Executive’s entitlement to benefits pursuant to Section 5(b), the Holding Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as thecase may be, as severance pay or liquidated damages, or both, a sum equal to the greater of: (i) the payments due for the remaining term of the Agreement; or (ii) three (3) times Executive’s average annual compensation for the five (5) mostrecent taxable years that Executive has been employed by the Holding Company or the Institution or such lesser number of years in the event that Executive shall have been employed by the Holding Company or the Institution 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/or profit 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 does not meet the Internal Revenue Service requirements fordeductibility by the Holding Company or the Institution. 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 of Termination. Inthe event that no election is made, payment to the Executive will be made in approximately equal installments on a monthly basis during the remaining term of the Agreement. Such payments shall not be reduced in the event Executive obtains otheremployment following termination of employment. 

 

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

 

6. CHANGE OF CONTROL RELATED PROVISIONS. 

 

Notwithstanding the provisions of Section 5, in no event shall the aggregate payments or benefits to be made or afforded to Executive under saidparagraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended, or any successor thereto, and in order to avoid such a result, Termination

 

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Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is onedollar ($1.00) less than an amount equal 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 bySection 5 shall be determined by Executive. 

 

7. TERMINATION FOR CAUSE. 

 

The term “Terminationfor Cause” shall mean termination because of Executive’s personal dishonesty, willful misconduct, conduct damaging the reputation of the Holding Company or the Institution, any breach of fiduciary duty involving personal profit,intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order or material breach of any provision of this Agreement. Notwithstandingthe foregoing, Executive shall not be deemed to have been Terminated for Cause unless 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 notless than three-fourths of the members of the Board at a meeting of the Board called and 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 inthe good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period afterthe Date of Termination for Cause. During the period beginning on the date of the 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 Executiveunder any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Institution, the Holding Company or any subsidiary or affiliate thereof, vest. At the Date of Termination forCause, such stock options and related limited rights and any such unvested awards shall become 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 Holding Company or by Executive shallbe communicated by Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied uponand shall set forth in reasonable detail the facts and circumstances claimed to provide a 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 aTermination for Cause, shall not be less than thirty (30) days from the date such Notice of Termination is given); provided, however, that if a dispute regarding the Executive’s termination exists, the “Date of Termination” shall bedetermined in accordance with Section 8(c) of this Agreement. 

 

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(c) If, within thirty (30) days after any Notice of Termination is given, the party receiving such Noticeof 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 Termination shall be the date specifiedin 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 or decree of a court of competentjurisdiction (the time for appeal therefrom having expired and no appeal having been perfected) and, provided further, that the Date of Termination shall be extended by a notice of dispute only if such notice is given in good faith and the partygiving 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 for reasons other than termination for Cause, the Holding Company willcontinue 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 in all compensation, benefit and insurance plans in whichhe 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 of this Agreement. Amounts paid under this Section arein 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 subject to Executive’s compliance with this Section 9 for one (1) full yearafter the earlier of the expiration of this Agreement or termination of Executive’s employment with the Holding Company. Executive shall, upon reasonable notice, furnish such information and assistance to the Holding Company as may reasonablybe required by the Holding Company 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. 

 

(a) Upon any termination of Executive’s employment hereunder pursuant to Section 4 hereof, Executive agrees not to compete with the Holding Companyor its Subsidiaries 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 Holding Company or any of its Subsidiaries has an office or has filed anapplication 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 during such period and within saidcities, 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 business activities of the HoldingCompany or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Holding Company or its Subsidiaries, its business and property in the event of Executive’s breach of this Subsection 10(a) agree that in theevent of any such breach by Executive, the Holding Company or its Subsidiaries 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 under 

 

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the direction of Executive. Executive represents and admits that in the event of the termination of his employmentpursuant to Section 7 hereof, Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its Subsidiaries, and that theenforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company or its Subsidiaries from pursuing any other remedies available to the HoldingCompany or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. 

 

(b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Holding Company and itsSubsidiaries, as it may exist from time to time, is a valuable, special and unique asset of the business of the Holding Company and its Subsidiaries. Executive will not, during or after the term of his employment, disclose any knowledge of the past,present, planned or considered business activities of the Holding Company and its Subsidiaries thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever unless expressly authorized by the Board of Directors orrequired by 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 theHolding Company and its Subsidiaries. In the event of a breach or threatened breach by the Executive of the provisions of this Section, the Holding Company 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 Holding Company or its Subsidiaries, 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 prohibiting the Holding Company from pursuing any other remedies available to the Holding Company for such breach or threatened breach, including the recoveryof damages from Executive. 

 

11. SOURCE OFPAYMENTS. 

 

(a) All payments provided in this Agreement shallbe timely paid in cash or check from the general funds of the Holding Company subject to Section 11(b). 

 

(b) Notwithstanding any provision herein to the contrary, to the extent that payments and benefits, as provided by this Agreement, are paid to or receivedby Executive under the Employment Agreement dated December 31, 1998, between Executive and the Institution, such compensation payments and benefits paid by the Institution will be subtracted from any amount due simultaneously to Executive undersimilar provisions of this Agreement. Payments pursuant to this Agreement and the Institution Agreement shall be allocated in proportion to the services rendered and time expended on such activities by the Executive as determined by the HoldingCompany and the Institution on a quarterly basis. 

 

12. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS. 

 

This Agreement contains the entire understanding between the parties hereto and supersedes any prior employment agreement between the Holding Company or any predecessor 

 

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of the Holding Company and Executive, except that this Agreement shall not affect or operate to reduce any benefit orcompensation inuring to the Executive of a kind elsewhere provided. 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.

 

13. NO ATTACHMENT. 

 

(a) Except as required by law, no right to receive payments under thisAgreement 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, voluntaryor involuntary, to affect any such action shall be null, void, and of no effect. 

 

(b) This Agreement shall be binding upon, and inure to the benefit of, Executive and the Holding Company 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 tohave been waived, 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 waiverunless specifically 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. 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. 

 

16.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. 

 

17. GOVERNING LAW. 

 

The validity, interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State ofDelaware, unless otherwise specified herein. 

 

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18. 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 the Executive within fifty (50) miles from the location of the Institution, in accordance with the rules of the American Arbitration Association then in effect. Judgmentmay be entered on the 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 disputeor controversy arising under or in connection with this Agreement. 

 

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

 

19. PAYMENT OF 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 Holding Company if Executive is successful pursuant to a legal judgment, arbitration or settlement. 

 

20. INDEMNIFICATION. 

 

(a) The Holding Company shall provide Executive (including his heirs, executors and administrators) with coverage under a standard directors’ andofficers’ liability insurance policy at its expense and shall indemnify Executive (and his heirs, executors and administrators) to the fullest extent permitted under Delaware law and as provided in the Holding Company’s certificate ofincorporation against 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 Holding Company(whether or not he continues 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 ofreasonable settlements. 

 

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

 

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21. SUCCESSOR TO THE HOLDING COMPANY. 

 

The Holding Company shall require any successor or assignee, whether director indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Institution or the Holding Company, expressly and unconditionally to assume and agree to perform the Holding Company’sobligations under this Agreement, in the same manner and to the same extent that the Holding Company would be required to perform if no such succession or assignment had taken place. 

 

SIGNATURES 

 

IN WITNESS WHEREOF, First Place Financial Corp. has caused this Agreement to be executed and its seal to be affixed hereunto by its duly authorizedofficer and its directors, and Executive has signed this Agreement, on the      day of                     , 2003.

 

ATTEST
 **FIRST PLACE FINANCIAL CORP.**
/s/ Craig Carr
 By: 
/s/ W. Terry Patrick

Craig Carr
   W. Terry Patrick
Secretary
   Chairman of the Board of Directors
WITNESS:
    
/s/ Craig Carr
 By: 
/s/ Steven R. Lewis

Craig Carr
   Steven R. Lewis
Secretary
   Executive
 

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