**Exhibit 10.1**EMPLOYMENT AGREEMENT     THIS EMPLOYMENT AGREEMENT (this “AGREEMENT”) is entered into effective the 1st dayof July, 2006, by and between Franklin Savings and Loan Company, a savings and loan associationincorporated under the laws of the State of Ohio (the “EMPLOYER”), and Gretchen J. Schmidt (the“EMPLOYEE”), an individual whose residence address is 1091 Locust Corner Road, Cincinnati, Ohio45245;WITNESSETH:     WHEREAS, the EMPLOYEE has been employed by the EMPLOYER for 35 years;     WHEREAS, the Board of Directors has elected the EMPLOYEE to serve as the President and ChiefExecutive Officer of the EMPLOYER, effective July 1, 2006; and     WHEREAS, as a result of the skill, knowledge, experience and performance of the EMPLOYEE, theEMPLOYER desires to continue to retain the services of the EMPLOYEE as its President and ChiefExecutive Officer in accordance with the terms and conditions of this AGREEMENT;     NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good andvaluable consideration, the receipt and sufficiency of which are hereby acknowledged, the EMPLOYERand the EMPLOYEE agree as follows:     1. Employment and Term. The EMPLOYEE is employed as the President and ChiefExecutive Officer of the EMPLOYER, and the EMPLOYEE hereby accepts employment as the President ofthe EMPLOYER, upon the terms and conditions of this AGREEMENT. The term of employment shall be forthe period commencing on the date hereof and shall end on June 30, 2009 (the “TERM”). Prior to theend of each year of the TERM, the AGREEMENT may be extended for periods of one year each by theEMPLOYER’s Board of Directors (“BOARD”) at its sole and exclusive discretion, subject to theEMPLOYEE’s acceptance thereof. Prior to granting any such extension, the BOARD will conduct aperformance evaluation of the EMPLOYEE, and the results of such review shall be noted in theminutes of the meeting of the BOARD (the “ANNUAL REVIEW”). The TERM of this AGREEMENT, togetherwith each extension period, is hereinafter referred to as the “EMPLOYMENT TERM”.     2. Duties of EMPLOYEE.          (a) General Duties and Responsibilities. The EMPLOYEE shall serve as the Presidentand Chief Executive Officer of the EMPLOYER and shall perform the duties and responsibilitiescustomary for such offices to the best of her ability and in accordance with the policiesestablished by the BOARD and all applicable laws and regulations. The EMPLOYEE shall perform suchother duties not inconsistent with her position as may be assigned to her from time to time by theBOARD; provided, however, that during the EMPLOYMENT TERM, the EMPLOYER shall employ the EMPLOYEEin a senior executive capacity without diminishment of the importance or prestige of her position.          (b) Devotion of Time to the EMPLOYER’s Business. The EMPLOYEE shall devote her entireproductive time, ability and attention during normal business hours throughout the EMPLOYMENT TERMto the faithful performance of her duties under this AGREEMENT. The EMPLOYEE shall not directly orindirectly render any services of a business, commercial or professional nature to any person ororganization without the prior written consent of the BOARD or the CEO; provided, however, that theEMPLOYEE shall not be precluded from: (i) vacations and other leave time in accordance withSection 3(c) hereof; (ii) reasonable participation in community, civic, charitable or similarorganizations; (iii) reasonable participation in industry-related activities including, but notlimited to, attending industry trade association conferences and meetings, and holding positions ofresponsibility therein; (iv) serving as an officer and/or director of the EMPLOYER’s parent orsubsidiaries and receiving and retaining compensation, directors’ fees and other benefitstherefrom; or (v) the pursuit of personalinvestments that do not interfere or conflict with the performance of the EMPLOYEE’s duties for theEMPLOYER.     3. Compensation, Benefits and Reimbursements.          (a) Salary. The EMPLOYEE shall receive an annual salary payable in equal installmentsnot less often than monthly. The amount of the annual salary shall be $175,000.00 until changed bythe BOARD. The amount of the EMPLOYEE’s annual salary shall be reviewed in connection with theANNUAL REVIEW and shall be set at an amount not less than $175,000.00, based upon the EMPLOYEE’sindividual performance and the overall profitability and financial condition of the EMPLOYER andsuch other factors as the EMPLOYER may deem relevant. Any directors’ fees received by theEMPLOYEE, whether paid by the EMPLOYER or any other entity, shall be in addition to the salaryprovided for in this AGREEMENT and may be retained by the EMPLOYEE in their entirety.          (b) Employee Benefit Programs. During the EMPLOYMENT TERM, the EMPLOYEE shall beentitled to participate in all formally established employee benefit, bonus, retirement plans andsimilar programs that are maintained by the EMPLOYER from time to time, including programsregarding group health, disability or life insurance, salary continuation insurance, reimbursementof membership fees in civic, social and professional organizations, employee stock ownership plan,stock option plan, pension or profit-sharing plan, and all employee benefit plans or programshereafter adopted in writing by the BOARD, for which senior management personnel are eligible(collectively, the “BENEFIT PLANS”). Notwithstanding the foregoing, the EMPLOYER may discontinueat any time any such BENEFIT PLANS now existing or hereafter adopted, to the extent permitted bythe terms of such plans, and shall not be required to compensate the EMPLOYEE for the eliminationof any such BENEFIT PLANS.
1

 
          (c) Vacation and Sick Leave.               (i) The EMPLOYEE shall be entitled to an annual vacation in accordance with the EMPLOYER’sgeneral vacation policy. Vacation time shall be scheduled by the EMPLOYEE in a reasonable mannerand shall be subject to approval by the CEO; and               (ii) The EMPLOYEE shall be entitled to annual sick leave in accordance with the EMPLOYER’sgeneral sick leave policy.          (d) Disability. In the event of the disability, the EMPLOYEE shall be entitled tobenefits in accordance with the terms and conditions of any disability program maintained by theEMPLOYER.          (e) Expenses. The EMPLOYER shall pay or reimburse the EMPLOYEE for all reasonabletravel, entertainment and miscellaneous expenses incurred in connection with the performance of herduties under this AGREEMENT including participation in industry-related activities. Suchreimbursement shall be made in accordance with the existing policies and procedures of the EMPLOYERpertaining to reimbursement of expenses to senior management officials.     4. Termination of Employment. The EMPLOYER may terminate the employment of theEMPLOYEE at any time during the EMPLOYMENT TERM. In the event that the EMPLOYER terminates theemployment of the EMPLOYEE during the EMPLOYMENT TERM because of the EMPLOYEE’s personaldishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit,intentional failure or refusal to perform the duties and responsibilities assigned in thisAGREEMENT, willful violation of any law, rule, regulation or final cease-and-desist order (otherthan traffic violations or similar offenses), conviction of a felony or for fraud or embezzlement,or material breach of any provision of this AGREEMENT (collectively, “JUST CAUSE”), the EMPLOYEEshall have no right to receive any compensation or other benefits for any period after suchtermination. If the EMPLOYER terminates the employment of the EMPLOYEE during the EMPLOYMENT TERMfor any reason other than JUST CAUSE, the EMPLOYEE, depending on the circumstances, shall beentitled to the following:          (a) Termination After CHANGE OF CONTROL. If, in connection with or within one yearafter a CHANGE OF CONTROL (hereinafter defined) of the EMPLOYER, the EMPLOYEE elects to terminateher employment or the EMPLOYER terminates the employment of the EMPLOYEE for any reason other thanJUST CAUSE, then the following shall occur:               (i) The EMPLOYER shall promptly pay to the EMPLOYEE or to her beneficiaries, dependents orestate an amount equal to three times the EMPLOYEE’s “average annual compensation” as such term isdefined in Section 280G of the Internal Revenue Code of 1986, as amended.               (ii) The EMPLOYEE, her eligible dependents and beneficiaries shall continue to be coveredunder any group health, hospitalization and disability plans maintained by the EMPLOYER at theEMPLOYER’s expense and as if the EMPLOYEE were still employed under this AGREEMENT, to the extentpermitted under the terms of such plans, until the earliest of (A) the end of the EMPLOYMENT TERMor (B) the date on which the EMPLOYEE is included in another employer’s plans providing comparablebenefits and coverage.          (b) Termination without CHANGE OF CONTROL. In the event the EMPLOYER terminates theemployment of the EMPLOYEE for any reason other than JUST CAUSE, and the termination is not inconnection with a CHANGE OF CONTROL pursuant to Section 4(a) of this AGREEMENT, the EMPLOYER shallbe obligated to continue to (i) pay on a monthly basis to the EMPLOYEE, her designatedbeneficiaries or her estate, her annual salary provided pursuant to Section 3(a) of this AGREEMENTas of the date of termination for a period of 12 months; (ii) provide to the EMPLOYEE, his eligibledependents and benficiaries, at the EMPLOYER’s current percentage of total expense, group healthbenefits, hospitalization and disability benefits substantially equal to those being provided tothe EMPLOYEE at the date of termination of her employment, to the extent permitted under the termsof such plans, until the earliest to occur of (A) the first anniversary of the effective date ofthe EMPLOYEE’s termination, or (B) the date the EMPLOYEE is included in another employer’s plansproviding comparable benefits and coverage.          (c) Death of the EMPLOYEE. The EMPLOYMENT TERM shall automatically terminate upon thedeath of the EMPLOYEE. In the event of such death, the EMPLOYEE’s estate shall be entitled toreceive the compensation due the EMPLOYEE through the last day of the calendar month in which thedeath occurred.          (d) No Mitigation. The EMPLOYEE shall not be required to mitigate the amount of anypayment provided for in this AGREEMENT, whether in this Section 4 or elsewhere in this AGREEMENT,by seeking other employment or otherwise, nor shall any amounts received from other employment orotherwise by the EMPLOYEE offset
2

 
in any manner the obligations of the EMPLOYER hereunder, except asspecifically stated in (a)(ii) and (b)(ii) of this Section 4.          (e) “Golden Parachute” Provision. Any payments made to the EMPLOYEE pursuant to thisAGREEMENT or otherwise are subject to and conditioned upon their compliance with 12 U.S.C. §1828(k)and any regulations promulgated thereunder.          (f) Definition of “CHANGE OF CONTROL”. A “CHANGE OF CONTROL” shall mean any one ofthe following events; (i) the acquisition of ownership or power to vote more than 25% of the votingstock of the EMPLOYER or its parent company; (ii) the acquisition of the ability to control theelection of a majority of the directors of the EMPLOYER or its parent company; (iii) during anyperiod of up to two consecutive years, individuals who at the beginning of such period constitutethe board of directors of the EMPLOYER or its parent company cease for any reason to constitute atleast two-thirds thereof; provided, however, that any individual whose election or nomination forelection as a member of the board of directors of the EMPLOYER or its parent company was approvedby a vote of at least two-thirds of the directors then in office shall be considered to havecontinued to be a member of the board of directors of the EMPLOYER or its parent company; or (iv)the acquisition by any person or entity of “conclusive control” of the EMPLOYER within the meaningof 12 C.F.R. §574.4(a), or the acquisition by any person or entity of “rebuttable control” withinthe meaning of 12 C.F.R. §574.4(b) that has not been rebutted in accordance with 12 C.F.R.§574.4(c). For purposes of this paragraph, the term “person” refers to an individual orcorporation, partnership, trust, association, or other organization, but does not include theEMPLOYEE and any person or persons with whom the EMPLOYEE is “acting in concert” within the meaningof 12 C.F.R. Part 574.     5. Special Regulatory Events. Notwithstanding Section 4 of this AGREEMENT, theobligations of the EMPLOYER to the EMPLOYEE shall be as follows in the event of the followingcircumstances:          (a) If the EMPLOYEE is suspended and/or temporarily prohibited from participating in theconduct of the EMPLOYER’s affairs by a notice served under section 8(e)(3) or (g)(1) of the FederalDeposit Insurance Act (the “FDIA”), the EMPLOYER’s obligations under this AGREEMENT shall besuspended as of the date of service of such notice, unless stayed by appropriate proceedings. Ifthe charges in the notice are dismissed, the EMPLOYER shall pay the EMPLOYEE all or part of thecompensation withheld while the obligations in this AGREEMENT were suspended and reinstate, inwhole or in part, any of the obligations that were suspended;          (b) If the EMPLOYEE is removed and/or permanently prohibited from participating in the conductof the EMPLOYER’s affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA, allobligations of the EMPLOYER under this AGREEMENT shall terminate as of the effective date of suchorder; provided, however, that vested rights of the EMPLOYEE shall not be affected by suchtermination;          (c) If the EMPLOYER is in default, as defined in section 3(x)(1) of the FDIA, all obligationsunder this AGREEMENT shall terminate as of the date of default; provided, however, that vestedrights of the EMPLOYEE shall not be affected;          (d) All obligations under this AGREEMENT shall be terminated, except to the extent of adetermination that the continuation of this AGREEMENT is necessary for the continued operation ofthe EMPLOYER, (i) by the Director of the OTS, or his or her designee at the time that the FederalDeposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of theEMPLOYER under the authority contained in Section 13(c) of the FDIA or (ii) by the Director of theOTS, or his or her designee, at any time the Director of the OTS approves a supervisory merger toresolve problems related to the operation of the EMPLOYER or when the EMPLOYER is determined by theDirector of the OTS to be in an unsafe or unsound condition; provided, however that no vestedrights of the EMPLOYEE shall be affected by any such termination; and          (e) The provisions of this Section 5 are governed by the requirements of 12 C.F.R. §563.39(b)and in the event that any statements in this Section 5 are inconsistent with 12 C.F.R. §563.39(b),the provisions of 12 C.F.R. §563.39(b) shall be controlling.     6. Confidential Information. The EMPLOYEE acknowledges that during her employment hehas learned, will learn and will have access to confidential information regarding the EMPLOYER andits customers and business. The EMPLOYEE agrees and covenants not to disclose or use for her ownbenefit or the benefit of any other person or entity any confidential information, unless or untilthe EMPLOYER consents to such disclosure or use or such information becomes common knowledge in theindustry or is otherwise legally in the public domain. The EMPLOYEE shall not knowingly discloseor reveal to any unauthorized person any confidential information relating to the EMPLOYER, itssubsidiaries or affiliates, or to any of the businesses operated by them, and the EMPLOYEE confirmsthat such information constitutes the exclusive property of the EMPLOYER. The EMPLOYEE shall nototherwise knowingly act or conduct himself to the material detriment of the EMPLOYER, itssubsidiaries or affiliates or in a manner which is inimical or contrary to the interests of theEMPLOYER.     7. Nonassignability. Neither this AGREEMENT nor any right or interest hereunder shallbe assignable by the EMPLOYEE, her beneficiaries or legal representatives without the EMPLOYER’sprior written consent; provided, however,
3

 
that nothing in this Section 7 shall preclude (i) theEMPLOYEE from designating a beneficiary to receive any benefits payable hereunder upon her death or(ii) the executors, administrators or other legal representatives of the EMPLOYEE or her estatefrom assigning any rights hereunder to the person or persons entitled thereto.     8. No Attachment. Except as required by law, no right to receive payment under thisAGREEMENT shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance,charge, pledge or hypothecation or to execution, attachment, levy or similar process of assignmentby operation of law, and any attempt, voluntary or involuntary, to effect any such action shall benull, void and of no effect.     9. Binding Agreement. This AGREEMENT shall be binding upon, and inure to the benefitof, the EMPLOYEE and the EMPLOYER and their respective permitted successors and assigns.     10. Amendment of AGREEMENT. This AGREEMENT may not be modified or amended, except byan instrument in writing signed by the parties hereto.     11. Waiver. No term or condition of this AGREEMENT shall be deemed to have beenwaived, nor shall there be an 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 writtenwaiver shall be deemed a continuing waiver, unless specifically stated therein, and each waivershall operate only as to the specific term or condition waived and shall not constitute a waiver ofsuch term or condition for the future or as to any act other than the act specifically waived.     12. Severability. If, for any reason, any provision of this AGREEMENT is heldinvalid, such invalidity shall not affect the other provisions of this AGREEMENT not held soinvalid, and each such other provision shall, to the full extent consistent with applicable law,continue in full force and effect. If this AGREEMENT is held invalid or cannot be enforced, thenany prior agreement between the EMPLOYER (or any predecessor thereof) and the EMPLOYEE shall bedeemed reinstated, as if this AGREEMENT had not been executed.     13. Headings. The headings of the paragraphs herein are included solely forconvenience of reference and shall not control the meaning or interpretation of any of theprovisions of this AGREEMENT.     14. Governing Law. This AGREEMENT has been executed and delivered in the State ofOhio, and its validity, interpretation, performance and enforcement shall be governed by the lawsof the State of Ohio, except to the extent that federal law is governing.     15. Effect of Prior Agreements. This AGREEMENT contains the entire understandingbetween the parties hereto and supersedes any prior employment agreement between the EMPLOYER, orany predecessor of the EMPLOYER, and the EMPLOYEE.     IN WITNESS WHEREOF, the EMPLOYER has caused this AGREEMENT to be executed by its dulyauthorized officers, and the EMPLOYEE has signed this AGREEMENT, all as of the day and year firstabove written.      FRANKLIN SAVINGS AND LOAN COMPANY