FIRST DEFIANCE FINANCIAL CORP.
2018 EQUITY INCENTIVE PLAN
AMENDMENT TO PERFORMANCE-BASED
RESTRICTED STOCK UNIT AWARD AGREEMENTS LONG TERM GROWTH
This Amendment to Performance-Based Restricted Stock Unit Award Agreements Long Term Growth (this Amendment Agreement) is made and entered into by and between First Defiance Financial Corp. (the Company) and [_______________] (the Participant, and together with the Company, the Parties).
A. The Company and the Participant are parties to that certain Performance-Based Restricted Stock Unit Award Agreement Long Term Growth set forth in Attachment A hereto (the Award), under the First Defiance Financial Corp. 2018 Equity Incentive Plan (the Plan).
B. Under the Award, the Participant holds a number of restricted stock units (the RSUs) which shall vest in an amount based upon Company performance during a specified three-year performance period (the Performance Period) 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 Period, 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 Award to account for the effects of the Merger, the Merger may unintentionally impact the number of RSUs subject to the Award in which the Participant will vest.
F. The Company and the Participant agree that adjustment of the Award 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 Award to the Participant.
G. This Amendment Agreement is strictly conditioned upon and subject to the consummation of the Merger, and absent the consummation of the Merger, this Amendment Agreement shall be null and void, ab initio.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants of the Parties set forth in this Amendment Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby expressly covenant, consent, and agree as follows: