EX-10.5






EXHIBIT 10.5




AMENDMENT




TO




EMPLOYMENT AGREEMENT




     WHEREAS, The Home Savings and Loan Company of Youngstown, Ohio (the “Company”) previously
entered into an Employment Agreement with Douglas M. McKay (the “Executive”) effective as of
December 31, 2004 (the “Agreement”); and



     WHEREAS, the Company and the Executive recognize certain aspects of the terms and conditions
of the employment relationship between the Company and the Executive are subject to certain
requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Section 409A
Requirements”) which, among other things, necessitate specific documentation of compliance with
such requirements; and



     WHEREAS, the Company is subject to certain regulatory requirements and restrictions which may
impact or interact with its ability to implement changes to the Agreement (the “Regulatory
Restrictions”); and



     WHEREAS, the Company and the Executive desire to amend the Agreement to comply with the
Section 409A Requirements to avoid potential adverse tax consequences to the Executive, recognizing
the potential applicability of the Regulatory Restrictions:




NOW, THEREFORE, effective January, 1, 2009, the Agreement is amended as follows:




1. A new Subsection 7(e) is added as follows:




“(e) In the event and to the extent the terms and conditions of this Agreement are subject
to regulatory approval and/or may be nullified or rendered inoperative or inapplicable by
operation of applicable law, the Agreement shall be effective only to extent permissible
under such regulatory and/or other legal requirements, but to the fullest extent as may be
permissible thereunder.”




2. A new Section 21 is added to the end of the Agreement as follows:




“21. Code Section 409A Requirements.




     (a) Specified Employee Restrictions. Anything contained in the preceding provisions of
this Agreement to the contrary notwithstanding, any payments otherwise payable to or with
respect to a Specified Employee (as hereinafter defined) shall not be paid to or with
respect to a Specified Employee until at least six (6) months after such Specified
Employee’s Separation from Service (as hereinafter defined); provided,
however, that, if such Separation from Service is an “involuntary separation from service”
under Treas. Reg. Section 1.409A-1(n), then such delay shall only be applied to



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the extent
such amounts, when added to all other amounts required to be taken into account under the
“separation pay” limitation of Treas. Reg. Section 1.409A-1(b)(9)(iii), would, if paid
within such period, exceed the Specified Employee’s Statutory Maximum (as hereinafter
defined). Payment of any delayed amounts shall be made as soon as is administratively
practicable after the expiration of such six (6) month period.




     (b) No Delay or Acceleration of Payment. Except as expressly indicated under
Subsection (a) above, all payments required to be made under this Agreement shall not be
subject to delay or acceleration, except as may be permitted by action of the Company under
the applicable Code Section 409A requirements.




     (c) Separation from Service Requirement. For purposes of determining the entitlement
to any payment in connection with or relating to the Executive’s “termination” of
employment, the existence of such termination shall not exist unless and until the Executive
experiences a Separation from Service (as hereinafter defined).




     (d) Benefit Continuation. In the event benefit continuation under Section 4 would
result in the recognition of taxable income by the Executive, such continuation shall occur
only to the extent permitted in the exceptions contained in Treas. Reg. Section
1.409A-1(a)(5) or 1.409A-1(b)(9)(v).




     (e) Mandatory Applicability. In the event that the effectiveness, operation or
applicability of this Amendment is prevented, delayed or called into question under the
requirements of Section 7 of this Agreement, this Section 21 shall nevertheless be fully
effective to apply to all payments under this Agreement and any other payments from the
Company which are subject or pertinent to the application of the Code Section 409A
requirements, as determined by the Company.




     (f) Definitions.




          (i) For purposes of this Agreement, “Separation from Service” shall mean a “separation
from service” by the Executive with respect to the Company within the meaning of Treas. Reg.
Section 1.409A-1(h)(1).




          (ii) For purposes of this Agreement, “Specified Employee” shall mean any person
identified as such as of the relevant time under Treas. Reg. Section 1.409A-1(i); provided,
however, that a person’s “officer” status for purposes of the application of the rules
referenced thereunder may be construed by the Company in a manner consistent with preventing
a possible or inadvertent violation of the Specified Employee restrictions of Code Section
409A.




          (iii) For purposes of this Agreement, “Statutory Maximum” shall, with respect to a
Specified Employee, mean the “two (2) times the lesser of” amount described in Treas. Reg.
1.409A-1(b)(9)(iii)(A).”



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     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly
authorized officer, and the Executive has signed this Amendment, effective January 1, 2009.


THE HOME SAVINGS AND LOAN COMPANY OF YOUNGSTOWN, OHIO




	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jude J. Nohra
 

Jude J. Nohra
	 	 
	 

	 	 	 	Vice President, General Counsel & Secretary	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:	 	December 22, 2008 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Douglas M. McKay
 

Douglas M. McKay
	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:	 	December 22, 2008 	 	 
	 

	 	 	 	 

	 	 






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