**EXHIBIT10.12****CHANGE IN CONTROL AGREEMENT**     This is an **Agreement**(the “Agreement”) made by and between **OHIO LEGACY BANK**. (“Company”), andDerek G. Williams (“Executive”).**RECITALS****A.**Company is a bank holding company whose subsidiary is engaged in the business of banking andbusinesses incidental thereto.**B.**Executive possesses unique skills, knowledge, and experience relating to the businesses of theCompany.**C.**Company desires to recognize the past and future services of Executive, and in that connection,Executive desires to be assured that, in the event of a change in control of the Company, Executivewill be provided with an adequate severance payment for termination without cause or ascompensation for Executive’s Severance in the event of a material change in his duties andfunctions.**D.**Company desires to be assured of the objectivity of Executive in evaluating a potential changeof control and advising whether or not a potential change in control is in the best interest ofCompany and its shareholders.**E.**Company desires to induce Executive to remain in the employ of the Company following a change ofcontrol to provide a continuity of management.     **NOW, THEREFORE**, in consideration of the premises and of their mutual covenants expressed inthis Agreement, the parties hereto make the following agreement, intended to be legally boundthereby:**1. Definitions**.**A.**Exchange Act. “Exchange Act” means The Securities Exchange Act of 1934.**B.**Change in Control. The term “Change in Control” means a change in ownership orcontrol of the Company effected through any of the following transactions:**(i)**The direct or indirect acquisition by any person or related group of persons,other than by the Company or a person that directly or indirectly controls, iscontrolled by, or is under common control with, the Company immediately prior tosuch acquisition, of beneficial ownership (within the meaning of Rule 13d-3 of theSecurities and Exchange Act of 1934, as amended) of securities possessing more than50 percent of the total combined voting power of the Company’s outstandingsecurities, whether effectuated pursuant to a tender or exchange offer made directlyto the Company’s shareholders or pursuant to another transaction;**(ii)**A change in the composition of the board of directors of the Company over aperiod of 36 or fewer consecutive months (rounded up to the next whole number) suchthat a majority of such respective board members ceases, by reason of one or morecontested elections for such respective board membership, to be comprised ofindividuals who either (i) have been board members continuously since the beginningof such period, or (ii) have been elected or nominated for election as board membersduring such period by at least a majority of the board members described in clause(i) who were still in office at the time such election or nomination was approved bythe board; or
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**(iii)**The completion of a transaction requiring shareholder approval for theacquisition of all or substantially all of the stock or assets of the Company by anentity other than the Company or any merger of the Company into another entity inwhich the Company is not the surviving entity.**C.**Code. “Code” shall mean the Internal Revenue Code of 1986 as amended from timeto time.**D.**Company. “Company” shall include Ohio Legacy Bank, N.A. and any members of itsAffiliated Group, over which Executive has managerial control, as that term is defined inSection 1504 of the Code, and shall include any predecessor corporations of the Company andits Affiliated Group.**E.**Board. “Board” shall mean the Board of Directors of the Company.**2. Term of Agreement.****A.**This Agreement shall be effective from the date of this Agreement until the AgreementTermination Date, which is the earliest of:**(i)**The date this Agreement is mutually rescinded or upon Executive’s resignationother than as provided in Section 3(A);**(ii)**The date prior to a Change in Control on which the Executive’s employment withthe Company is terminated by death, retirement, disability, resignation, ordismissal for any reason;**(iii)**The date Executive is terminated for Cause;**(iv)**The date which is two (2) years after a Change in Control;**(v)**The date which Company, or any other member of its Affiliated Group, and overwhich the Executive has managerial control, which is a financial institution whichis insured by an agency of any state or the United States Federal Government:**(1)**Becomes insolvent; or**(2)**Has appointed any conservator or receiver; or**(3)**Is determined by an appropriate federal banking agency to be in atroubled condition, as defined in the applicable law and regulationsgoverning the appropriate federal banking agency; or**(4)**Is assigned a composite rating of 4 or 5 by the appropriate federalbanking agency or is informed in writing by the Federal Deposit InsuranceCorporation that it is rated 4 or 5 under the Uniform FinancialInstitution’s Rating System of the Federal Financial InstitutionsExamination Council; or**(5)**Has initiated against it by the Federal Deposit Insurance Corporation aproceeding to terminate or suspend deposit insurance.**(vi)**The date on which it is reasonably determined in good faith and with due carethat the payments called for under this Agreement, or the obligations and promisesassumed and made under this Agreement have become proscribed under applicable law orregulations. Provided, however, if such law or regulations apply prospectivelyonly, or for some other reason do not
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apply to this Agreement, then this agreement shall not be deemed by the Company tobe proscribed under this Subsection (vi).**B.**This Agreement shall not change, alter, or amend any rights which either the Company orthe Executive may have in respect of the termination of the employment of Executive by theCompany prior to a Change in Control. This Agreement is not an employment agreement or apromise of employment. Employee is an employee at will and the Company or Employee mayterminate the employment relationship at any time. Nothing contained in this Agreementshall be construed to create any additional right or obligation of Executive to be employedby Company. If employment of Executive by Company is terminated by Company or by Executive,for any reason whatsoever, prior to a Change in Control, Executive and Company shall haveonly such rights and obligations in respect of such termination as either of them would haveif this Agreement had not been effected and as specifically set forth in this Agreement.**C.**If the Company terminates the Executive’s employment for cause (as defined below), all ofthe Company’s obligations hereunder shall immediately terminate. As used herein, “Cause”shall mean (i) willful misconduct by the Executive in the performance of his duties, or (ii)gross negligence by the Executive in the performance of his duties, or (iii) Executive’scontinued failure of and/or refusal to perform, which shall not be cured within fifteen (15)days following receipt by the Executive of written notice from the Board specifying thefactors or events constituting such failure and/or refusal and affording the Executive anopportunity within such fifteen (15) day period for the Executive to correct suchdeficiencies; or (iv) the Executive’s indictment or conviction for committing a crime, or(v) the Executive’s commission of an act of moral turpitude, or (vi) receipt of notice bythe Office of the Comptroller of the Currency that Executive is not properly fulfilling hisduties.**3. Payment Upon Termination of Employment After a Change in Control.****A.**If during the term of this Agreement as defined by Section 2 and within two (2) yearsfollowing a Change in Control, Executive is discharged without Cause or Executive resignsbecause Executive has made a reasonable, objective determination, in good faith and with duecare, that:**(i)**There has been a material diminution of Executive’s duties, responsibilities orbenefits has occurred;**(ii)**There has been a change in the principal workplace of Executive to a locationmore than 45 miles from Executive’s current assigned work location;**(iii)**Executive has received a material demotion;**(iv)**There has been a material change in the number or seniority of personnelreporting to Executive or a material reduction in the frequency with which, or inthe nature of the latter with respect to which, such personnel are to report toExecutive, other than as part of a Company relocation or reduction in staff;**(v)**There has been a material adverse change in Executive’s perquisites, benefits,contingent benefits or vacation, other than as part of an overall program applieduniformly and with equitable effect to all members of the Company’s management; or**(vi)**There has been a material permanent increase in the required hours of work inthe workload of Executive,the Executive shall be entitled to the payment as provided in Subsection C below.**B.**If Executive is discharged by the Company during the term of this Agreement, other thanfor Cause **and**there is an announcement of a potential Change in Control within three (3)months of the
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discharge, **and**such Change in Control occurs within one (1) year of the discharge, then theCompany shall pay to the Executive the benefits as provided for in Subsection C below.**C.**Upon the Executive’s termination as set forth in Subsection A or B above, the Companyshall pay the Executive in a single lump sum severance pay the amount equal to the productof (a) 2.99 the Executive’s Base Salary in effect for the year of termination and (b) theBonus awarded to the Executive for the Company’s most recently completed fiscal year. Allstock options previously awarded to the Executive, whether vested or unvested, shall becomeimmediately exercisable. In addition, upon termination except for Cause, the Company, tothe extent permitted by the group plan provider, shall permit the Executive (at theCompany’s cost) to continue to participate in its group health insurance plan for a periodof one year from the date of termination. If the Executive is not permitted by the grouphealth plan provider to continue participation in the Plan, the Company shall pay, for one(1) year, an additional amount to Executive on a monthly basis equal to the Executive’smonthly COBRA payment.     Notwithstanding the foregoing, the Executive’s obligations and the Company’s rightsunder Sections 6, 7, 8, 9 and 10 shall survive the termination of this Agreement.**4. Pension Payments.**Nothing contained in this Agreement shall change any pension benefits orbenefits from other qualified or group plans maintained by the Company to which Executive isotherwise entitled. However, payments made under this Agreement pursuant to Section 3 shall not beconsidered compensation for purposes of a pension plan or any other qualified retirement planmaintained by the Company.**5. Right to Other Benefits.**The payment to Executive of the amounts as called for by Sections 3and 4 shall be Executive’s exclusive remedy and the Company’s obligation to make the requiredpayments shall be in lieu of all other benefits and payments except as specifically set forthherein.**6. Protection of Business.**Notwithstanding anything to the contrary contained elsewhere in thisAgreement:**A.**Executive will not at any time (during or after employment with the Company) divulge,disclose, reveal, or communicate to any person, firm, corporation, partnership, jointventure or other entity, directly or indirectly, any trade secrets or other informationwhich Executive may have obtained during the course of his employment by the Company inrespect to any matters affecting or relating to the banking business of the Companyincluding, without limitation, any of its plans, policies, business practices, finances,customer information, methods of operation or other information known to Executive to behistorically considered by the Company to be confidential information.**B.**In addition to any action for damages, the restrictions on competition and otherrestrictions imposed upon Executive under this Section 6 of this Agreement may be enforcedby the Company by an action for an injunction, it being agreed that (in view of the generalpractical difficulty of determining by computation or legal proof the exact amount ofdamages, if any, resulting to the Company from a violation by Executive of the provisions ofthis Section 6) that there would be no adequate remedy at law for any breach by Executive ofany such restriction.**C.**The obligations imposed upon Executive by this Section 6 shall survive the termination ofthis Agreement pursuant to Section 2 hereof.**7. Nonsolicitation.**The Executive agrees that Executive shall not at any time (whether during orfor a period of one (1) year after the Executive’s termination of employment with the Company),without the prior written consent of the Company, either directly or indirectly (i) solicit (orattempt to solicit), induce (or attempt to induce), cause or facilitate any employee, director,agent, consultant, independent contractor, representative or associate of the Company to terminatehis, her or its relationship with the Company , or (ii) solicit (or attempt to solicit), induce (orattempt to induce), cause or facilitate any supplier of services or products to the Company or acustomer of the Company to terminate or change his, her or its relationship with the Company , orotherwise interfere with any relationship between the Company and any of the Company’s suppliersof products or services or customers.
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**8. Nondisclosure.**The Executive agrees that Executive shall not at any time (whether during or fora period of two (2) years after the termination of Executive’s employment with the Company)directly or indirectly copy, disseminate or use, for the Executive’s personal benefit or thebenefit of any third party, any Confidential Information, regardless of how such ConfidentialInformation may have been acquired, except for the disclosure of such Confidential Information asmay be (i) in keeping with the performance of the Executive’s employment duties with the Company,(ii) as required by law, or (iii) as authorized in writing by the Company. For purposes of thisAgreement, the term “Confidential Information” shall mean all information or knowledge belongingto, used by, or which is in the possession of the Company relating to the Company’s business,business plans, strategies, pricing, sales methods, customers (including, without limitation, thenames, addresses or telephone numbers of such customers), technology, programs, finances, costs,employees (including, without limitation, the names, addresses or telephone numbers of anyemployees), employee compensation rates or policies, marketing plans, development plans, computerprograms, computer systems, inventions, developments, trade secrets, know how or confidences of theCompany or the Company’s business, without regard to whether any of such Confidential Informationmay be deemed confidential or material to any third party, and the Company and the Executive herebystipulate to the confidentiality and materiality of all such Confidential Information. TheExecutive acknowledges that all of the Confidential Information is and shall continue to be theexclusive proprietary property of the Company, whether or not prepared in whole or in part by theExecutive and whether or not disclosed to or entrusted to the custody of the Executive. TheExecutive agrees that upon the termination of the Executive’s employment with the Company for anyreason, the Executive will return promptly to the Company all memoranda, notes, records, reports,manuals, pricing lists, prints, customer lists, and other documents (and all copies thereof)relating to the Company’s business which he may then possess or have with the Executive’s control,regardless of whether any such documents constitute Confidential Information. The Executivefurther agrees that Executive shall forward to the Company all Confidential Information which atany time (including after the period of Executive’s employment with the Company) should come intothe Executive’s possession or the possession of any other person, firm or entity with which theExecutive is affiliated in any capacity.**9. No Slander.**The Executive agrees not to in any way slander or injure the business reputation orgoodwill of the Company through any contact with customers, vendors, suppliers, employees or agentsof the Company, or in any other way.**10. Work Product.**The Executive agrees that all inventions, innovations, improvements,developments, methods, designs, analyses, drawings, reports, and all similar or related informationwhich relates to the Company’s actual or anticipated business, research and development or existingor future products or services and which are conceived, developed or made by the Executive whileemployed by the Company (all of the foregoing being referred to herein as “Work Product”) belong tothe Company. The Executive shall perform all actions reasonably requested by the Company (whetherduring or after the employment period) to establish and confirm such ownership of Work Product(including, without limitation, assignments, consents, powers of attorney and other instruments).**11. Remedies**.**A.**The Executive acknowledges that the restrictions contained in Sections 6, 7, 8, 9 and 10are reasonable and necessary to protect the legitimate interests of the Company. If theExecutive breaches any of the provisions of Sections 6, 7, 8 and 9 hereof, the Company shallhave the right to specifically enforce the Agreement by means of an injunction, it beingacknowledged by the Executive and agreed upon by the parties that any such breach will causeirreparable injury to the Company for which money damages alone will not provide an adequateremedy. The rights and remedies enumerated above shall be in addition to, and not in lieuof, any other rights and remedies available to the Company at law or in equity.**B.**In the event any of the covenants contained in Sections 6, 7, 8, 9 and 10 or any portionthereof, shall be found by a court of competent jurisdiction to be invalid or unenforceableas against public policy or for any other reason, such court shall exercise its discretionto reform such covenant to the end that the Executive shall be subject to noncompetition,nonsolicitation and nondisclosure covenants that are reasonable under the circumstances andare enforceable by the Company. In any event, if any provision of this Agreement is foundunenforceable for any reason, such provision shall remain in force and effect to the maximumextent allowable and all unaffected provisions shall remain fully valid and enforceable andsuch
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finding shall in no way affect the enforceability of any such provision at a subsequent dateagainst a different employee.**12. Enforceability.**The unenforceability or invalidity of any provision of this Agreement shallnot affect the enforceability or validity of the balance of the Agreement. In the event that anysuch provision should be or becomes invalid for any reason, such provision shall remain effectiveto the maximum extent permissible, and the parties shall consult and agree on a legally acceptablemodification giving effect to the commercial objectives of the unenforceable or invalid provision,and every other provision of this Agreement shall remain in full force and effect.**13. Binding Effect.**This Agreement shall inure to the benefit of, and be enforceable by, theparties’ successors, representatives, executors, administrators or assignees.**14. Notices.**All notices, requests, demands and other communications made or given in connectionwith this Agreement shall be in writing and shall be deemed to have been duly given (a) ifdelivered, at the time delivered or (b) if mailed, at the time mailed at any general or branchUnited States Post Office enclosed in a registered or certified postage paid envelope, or (c) ifcouriered, one day after deposit with a national overnight courier, addressed to the address of therespective parties as follows:     To the Company: Ohio Legacy Bank305 West Liberty StreetWooster, OH 44691Attn: Secretary     To the Executive: Derek G. Williamsor to such other addresses as the party to whom notice is to be given may have previously furnishedto the other party in writing in the manner set forth above, provided that notices of changes ofaddress shall only be effective upon receipt.**15. Entire Agreement.**This Agreement constitutes the entire agreement of the parties heretorelating to the subject matter hereof, and there are no written or oral terms or representationsmade by either party other than those contained herein. This Agreement supersedes and replaces anyand all employment agreements and agreements providing for payments for services between theExecutive and the Company, all of which are terminated upon the Executive’s execution of thisAgreement.**16. Governing Law.**The validity, interpretation, construction, performance and enforcement of thisAgreement shall be governed by the laws of the State of Ohio, without regard to principles ofconflicts of laws. The Company and the Executive hereby irrevocably submit to the jurisdiction ofthe courts of the State of Ohio, with venue in Wayne County, over any dispute arising out of thisAgreement and agree that all claims in respect of such dispute or proceeding shall be heard anddetermined in such court. The Company and the Executive hereby irrevocably waive, to the fullestextent permitted by applicable law, any objection which they may have to the venue of any suchdispute brought in such court or any defense of inconvenient forum for the maintenance of suchdispute. The Company and the Executive hereby consent to process being served by them as requiredby law in any suit, action or proceeding.**17. Counterparts.**This Agreement may be executed in one or more counterparts, each of which shallbe deemed to be an original but all of which together will constitute one and the same instrument.**18. Payroll Taxes.**Any payments required or permitted to be made or given to Executive under thisAgreement shall be subject to the withholding and other requirements of applicable laws, and to thededuction requirements of any benefit plan maintained by the Company in which Executive is aparticipant, and to all
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reporting, filing, and other requirements in respect of such payments, and Company shall use itsbest efforts promptly to satisfy all such requirements.     **IN WITNESS WHEREOF,**the parties hereto have caused this Agreement to be executed as of the dayand year first written above.                                           /s/ Derek G. Williams   Derek G. Williams, Chief Deposit Officer       **OHIO LEGACY CORP.**