Amendment to all Employment Agreements for CPP



 Exhibit 10.17 
 AMENDMENT TO EMPLOYMENT AGREEMENT 
 THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of the 5th day of
December, 2008, by and among First Defiance Financial Corp. (“First Defiance”) an Ohio-chartered corporation and savings and loan holding company, First Federal Bank of the Midwest (“First Federal”), a federally chartered stock
savings bank, both of which are located in Defiance, Ohio, and William J. Small (the “Executive”). First Defiance and First Federal are referred to jointly herein as the “Companies.” 
 WITNESSETH: 
 WHEREAS, the
Executive is presently Chairman, President and Chief Executive Officer of First Defiance and Chairman and Chief Executive Officer of First Federal and is serving the Companies pursuant to the terms of an Employment Agreement dated September 27,
2007 (the “Employment Agreement”); 
 WHEREAS, First Defiance is participating in the Capital Participation Program
of the United State Department of the Treasury (the “Program”), the terms of which impose restrictions on certain compensation arrangements; 
 WHEREAS, the Executive desires to cooperate with the Companies to facilitate participation by First Defiance in the Program by agreeing to amend the Employment Agreement; 
 NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Companies and the Executive agree as follows: 
 1. Section 6 of the
EMPLOYMENT AGREEMENT is hereby amended in its entirety to read as follows: 
         6. Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 5 hereof, either alone or together with other payments and benefits that Executive
has the right to receive from the Companies, would constitute a “parachute payment” under Section 280G(e) of the Code, such payments and benefits shall be reduced by the amount, if any, that is the minimum necessary to result in no
portion of the payments or benefits constituting a parachute payment under Section 280G of the Code. The determination of any reduction in the payments and benefits made pursuant to this Section 6 shall be based upon the opinion of tax
counsel selected by the Companies’ independent public accountants and paid by the Companies and reasonably acceptable to the Companies and Executive. Such counsel shall promptly prepare the foregoing opinion, but in no event later than thirty
(30) days from the Date of Termination or applicable severance from employment, and may use such technical advisors as such counsel deems necessary or advisable for this purpose. 







 2. Except as expressly modified by this Amendment, the Employment Agreement shall remain
in full force and effect. 
 IN WITNESS WHEREOF, the Companies have caused this Amendment to be executed by their duly
authorized officers, and the Executive has signed this Amendment, all as of the day and year first above written. 
  

			
	 FIRST DEFIANCE FINANCIAL CORP.

		
	 By:
	 	 /s/ James L. Rohrs

	 Name:
	 	 James L. Rohrs

	 Title:
	 	 Executive Vice President



  

			
	 FIRST FEDERAL BANK OF THE MIDWEST

		
	 By:
	 	 /s/ James L. Rohrs

	 Name:
	 	 James L. Rohrs

	 Title:
	 	 President



  

			
	 EMPLOYEE




	
	
	 /s/ William J. Small

	 William J. Small



  

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 AMENDMENT TO EMPLOYMENT AGREEMENT 
 THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered
into effective as of the 5th day of December, 2008, by and among First Defiance Financial Corp. (“First Defiance”) an Ohio-chartered
corporation and savings and loan holding company, First Federal Bank of the Midwest (“First Federal”), a federally chartered stock savings bank, both of which are located in Defiance, Ohio, and John C. Wahl (the “Executive”).
First Defiance and First Federal are referred to jointly herein as the “Companies.” 
 WITNESSETH: 
 WHEREAS, the Executive is presently Executive Vice President and Chief Financial Officer of First Defiance and Chairman and Executive
Vice President and Chief Financial Officer of First Federal and is serving the Companies pursuant to the terms of an Employment Agreement dated September 27, 2007 (the “Employment Agreement”); 
 WHEREAS, First Defiance is participating in the Capital Participation Program of the United State Department of the Treasury (the
“Program”), the terms of which impose restrictions on certain compensation arrangements; 
 WHEREAS, the Executive
desires to cooperate with the Companies to facilitate participation by First Defiance in the Program by agreeing to amend the Employment Agreement; 
 NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Companies and the Executive agree
as follows: 
 1. Section 6 of the EMPLOYMENT AGREEMENT is hereby amended in its entirety to read as follows:

 6. Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to
Section 5 hereof, either alone or together with other payments and benefits that Executive has the right to receive from the Companies, would constitute a “parachute payment” under Section 280G(e) of the Code, such payments and
benefits shall be reduced by the amount, if any, that is the minimum necessary to result in no portion of the payments or benefits constituting a parachute payment under Section 280G of the Code. The determination of any reduction in the
payments and benefits made pursuant to this Section 6 shall be based upon the opinion of tax counsel selected by the Companies’ independent public accountants and paid by the Companies and reasonably acceptable to the Companies and
Executive. Such counsel shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination or applicable severance from employment, and may use such technical advisors as such counsel deems
necessary or advisable for this purpose. 
  

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 2. Except as expressly modified by this Amendment, the Employment Agreement shall remain
in full force and effect. 
 IN WITNESS WHEREOF, the Companies have caused this Amendment to be executed by their duly
authorized officers, and the Executive has signed this Amendment, all as of the day and year first above written. 
  

			
	FIRST DEFIANCE FINANCIAL CORP.
		
	 By:
	 	 /s/ William J. Small

	 Name:
	 	William J. Small
	 Title:
	 	Chairman and CEO
	
	FIRST FEDERAL BANK OF THE MIDWEST
		
	 By:
	 	 /s/ William J. Small

	 Title:
	 	Chairman
	
	 EMPLOYEE

	
	 /s/ John C. Wahl

	 John C. Wahl



  

 4 








 AMENDMENT TO EMPLOYMENT AGREEMENT 
 THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered
into effective as of the 5th day of December, 2008, by and among First Defiance Financial Corp. (“First Defiance”) an Ohio-chartered
corporation and savings and loan holding company, First Federal Bank of the Midwest (“First Federal”), a federally chartered stock savings bank, both of which are located in Defiance, Ohio, and James L. Rohrs (the “Executive”).
First Defiance and First Federal are referred to jointly herein as the “Companies.” 
 WITNESSETH: 
 WHEREAS, the Executive is presently Executive Vice President of First Defiance and President and Chief Operating Officer of First Federal
and is serving the Companies pursuant to the terms of an Employment Agreement dated September 27, 2007 (the “Employment Agreement”); 
 WHEREAS, First Defiance is participating in the Capital Participation Program of the United State Department of the Treasury (the “Program”), the terms of which impose restrictions on certain compensation
arrangements; 
 WHEREAS, the Executive desires to cooperate with the Companies to facilitate participation by First Defiance
in the Program by agreeing to amend the Employment Agreement; 
 NOW, THEREFORE, in consideration of the mutual covenants
herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Companies and the Executive agree as follows: 
 1. Section 6 of the EMPLOYMENT AGREEMENT is hereby amended in its entirety to read as follows: 
 6. Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 5 hereof, either alone or together with other payments and benefits that Executive has
the right to receive from the Companies, would constitute a “parachute payment” under Section 280G(e) of the Code, such payments and benefits shall be reduced by the amount, if any, that is the minimum necessary to result in no
portion of the payments or benefits constituting a parachute payment under Section 280G of the Code. The determination of any reduction in the payments and benefits made pursuant to this Section 6 shall be based upon the opinion of tax
counsel selected by the Companies’ independent public accountants and paid by the Companies and reasonably acceptable to the Companies and Executive. Such counsel shall promptly prepare the foregoing opinion, but in no event later than thirty
(30) days from the Date of Termination or applicable severance from employment, and may use such technical advisors as such counsel deems necessary or advisable for this purpose. 
  

 5 








 2. Except as expressly modified by this Amendment, the Employment Agreement shall remain
in full force and effect. 
 IN WITNESS WHEREOF, the Companies have caused this Amendment to be executed by their duly
authorized officers, and the Executive has signed this Amendment, all as of the day and year first above written. 
  

			
	 FIRST DEFIANCE FINANCIAL CORP.
  

	 By:
	 	 /s/ William J. Small

	 Name:
	 	 William J. Small

	 Title:
	 	 Chairman and CEO



  

			
	FIRST FEDERAL BANK OF THE MIDWEST


  

			
	 By:
	 	 /s/ William J. Small

	 Title:
	 	 Chairman



  

			
	 EMPLOYEE



  

	
	 /s/ James L. Rohrs

	 James L. Rohrs



  

 6 








 AMENDMENT TO EMPLOYMENT AGREEMENT 
 THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered
into effective as of the 5th day of December, 2008, by and among First Defiance Financial Corp. (“First Defiance”) an Ohio-chartered
corporation and savings and loan holding company, First Federal Bank of the Midwest (“First Federal”), a federally chartered stock savings bank, both of which are located in Defiance, Ohio, and Gregory R. Allen (the “Executive”).
First Defiance and First Federal are referred to jointly herein as the “Companies.” 
 W I T N E S S E T H : 
 WHEREAS, the Executive is presently Executive Vice President of First Defiance and Market Area President of First Federal and is serving
the Companies pursuant to the terms of an Employment Agreement dated September 27, 2007 (the “Employment Agreement”); 
 WHEREAS, First Defiance is participating in the Capital Participation Program of the United State Department of the Treasury (the “Program”), the terms of which impose restrictions on certain compensation
arrangements; 
 WHEREAS, the Executive desires to cooperate with the Companies to facilitate participation by First Defiance
in the Program by agreeing to amend the Employment Agreement; 
 NOW, THEREFORE, in consideration of the mutual covenants
herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Companies and the Executive agree as follows: 
 1. Section 6 of the EMPLOYMENT AGREEMENT is hereby amended in its entirety to read as follows: 
 6. Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 5 hereof,
either alone or together with other payments and benefits that Executive has the right to receive from the Companies, would constitute a “parachute payment” under Section 280G(e) of the Code, such payments and benefits shall be
reduced by the amount, if any, that is the minimum necessary to result in no portion of the payments or benefits constituting a parachute payment under Section 280G of the Code. The determination of any reduction in the payments and benefits
made pursuant to this Section 6 shall be based upon the opinion of tax counsel selected by the Companies’ independent public accountants and paid by the Companies and reasonably acceptable to the Companies and Executive. Such counsel shall
promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination or applicable severance from employment, and may use such technical advisors as such counsel deems necessary or advisable for this
purpose. 
  

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 2. Except as expressly modified by this Amendment, the Employment Agreement shall remain
in full force and effect. 
 IN WITNESS WHEREOF, the Companies have caused this Amendment to be executed by their duly
authorized officers, and the Executive has signed this Amendment, all as of the day and year first above written. 
  

			
	FIRST DEFIANCE FINANCIAL CORP.
		
	 By:
	 	/s/ William J. Small
	 Name:
	 	William J. Small
	 Title:
	 	Chairman and CEO
	
	FIRST FEDERAL BANK OF THE MIDWEST
		
	 By:
	 	/s/ William J. Small
	 Name:
	 	William J. Small
	 Title:
	 	Chairman
	
	EMPLOYEE
	
	 /s/ Gregory R. Allen

	 Gregory R. Allen



  

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