FIRST DEFIANCE FINANCIAL CORP.
2018 EQUITY INCENTIVE PLAN
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTS
This Amendment to Performance-Based Restricted Stock Unit Award Agreements (this Amendment Agreement) is made and entered into by and between First Defiance Financial Corp. (the Company) and Donald P. Hileman (the Participant, and together with the Company, the Parties).
A. The Company and the Participant are parties to certain Performance-Based Restricted Stock Unit Award Agreements set forth in Attachment A hereto (the Awards), under the First Defiance Financial Corp. 2018 Equity Incentive Plan (the Plan).
B. Under the Awards, the Participant holds a number of restricted stock units (the RSUs) which shall vest in an amount based upon Company performance during specified three-year performance periods (the Performance Periods) and other terms set forth therein.
C. The Company is a party to an Agreement and Plan of Merger between the Company and United Community Financial Corp. (United Community), dated as of September 9, 2019, under which United Community will merge with and into the Company (the Merger).
D. The Merger will occur during the Performance Periods, and due to the effects of the Merger, measurements of Company performance for periods before and after the Merger will not be comparable, and therefore, not readily determinable.
E. Without adjustment to the Awards to account for the effects of the Merger, the Merger may unintentionally impact the number of RSUs subject to the Awards in which the Participant will vest.
F. The Company and the Participant agree that adjustment of the Awards as specified in this Amendment Agreement will preserve the intent of the Company to incentivize and reward Participants contributions to the Companys performance and will not impair the value of the Awards to the Participant.
G. The Company and the Participant are also parties to that certain Employment Agreement, dated as of September 9, 2019 (the Employment Agreement), pursuant to which the Participant has agreed to continue to serve as Chief Executive Officer of the Company during a transition period following the Merger, until a date defined therein upon which the Participant will retire as Chief Executive Officer (the Succession Date).
H. The Company believes it is in the best interest of the Company and its shareholders to incentivize the Participants continued service during such transition period by conditioning vesting of his Awards upon continued employment through the earlier of the Succession Date or June 30, 2021.