EXECUTIVE SEVERANCE AGREEMENT

1.   Term of Agreement. This Agreement will begin on the date entered above and will continue in effect through December 31, 2012. On December 31, 2012, and on the anniversary date of each term thereafter (a “Renewal Date”), the term of this Agreement will be extended automatically for an additional one-year period unless, not later than 60 days prior to such Renewal Date, the Company gives written notice to the Executive that it has elected not to extend this Agreement. Notwithstanding the above, if a “Change in Control” (as defined herein) of the Company occurs during the term of this Agreement, the term of this Agreement will be irrevocably extended for 24 months beyond the end of the month in which any such Change in Control occurs.

2.   Definitions. The following defined terms shall have the meanings set forth below, for purposes of this Agreement:

(a)   Base Annual Salary. “Base Annual Salary” means the highest annual rate of base salary in effect for the Executive during the 12 month period immediately prior to the time a Notice of Termination is given (or on the date employment is terminated if no Notice of Termination is required).

(b)   Board.  The Company’s duly elected Board of Directors.

(c)   Cause. “Cause” means any of the following:

(i)   The Executive’s willful and continued failure to perform substantially the Executive’s material duties with the Company (other than any such failure resulting from the Executives’s incapacity as a result of physical or mental illness) and the Board shall have determined that such failure is materially harmful to the Company,

(ii)   The Executive engages in a material violation of any Company policy and the Board shall have determined that such act is materially harmful to the Company.

(iii)          The Executive is indicted for or convicted of (or plea of guilty or nolo contendere) to a felony or of any crime (whether or not a felony) involving moral turpitude.

(iv)         The Executive engages in an intentional act of gross misconduct, moral turpitude, fraud, embezzlement, or theft in connection with the Executive’s duties or in the course of the Executive’s employment with the Company and the Board shall have determined that such act is materially harmful to the Company; or

(v)   After being notified in writing by the Company to cease any particular Impermissible Activity (as defined herein), the Executive shall have continued such Impermissible Activity and the Board shall have determined that such act is materially harmful to the Company.

(d)   “Change in Control” shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied:

(i)   any person (as such term is used in Sections 13 (d) and 14 (d) of the Securities Exchange Act of 1934, as amended from time to time) (other than (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, (B) a trustee under the John Q. Sherman Testamentary Trust, the William C. Sherman Testamentary Trust, or the William C. Sherman Intervivos Trust dated December 29, 1939, or (C) a corporation owned directly or indirectly by the common shareholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities; or

(ii)   during any period of two consecutive years (not including any period prior to the Effective Date), individuals who at the beginning of such period constitute the Board and any new director, whose election by the Board or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(iii)          the consummation of (1) the sale or disposition of all or substantially all the Company’s assets; or (2) a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), at least 50% of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger or consolidation; or

(iv)          the shareholders of the Company approve a plan of complete liquidation of the Company.

(i)   A material diminution in the Executive’s authority, duties or responsibilities;

(ii)   A material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, including a requirement that the Chief Executive Officer report to a corporate officer or employee instead of reporting directly to the Board of Directors;

(iii)          A material diminution in the budget over which the Executive retains authority;

(iv)          A material diminution by the Company in the Executive’s base salary, unless all Executives who have entered into an Executive Severance Agreement experience a material diminution in their base salaries;

(v)   A demand by the Company that the Executive make a material relocation in the geographic area from the location where the Executive is currently based, provided that such relocation increases the Executive’s commuting distance by more than fifty (50) miles;

(vi)          Any other action or inaction that constitutes a material breach by Company of any agreement under which the Executive provides services.

(h)   Impermissible Activity.  “Impermissible Activity” means any act or omission of the Executive which constitutes a breach by the Executive of any written agreement between the Executive and the Company which provides for the executive’s non-solicitation of the Company employees or customers, non-competition with the Company, non-disclosure of confidential information of the Company, and/or non-disparagement of the Company.

(i)   Incentive Compensation Plan. “Incentive Compensation Plan” means the Company’s Management Incentive Compensation Plan or any successor plan which provides for potential annual cash incentive payments to the Executive and other management personnel of the Company.

(j)   Notice of Termination. “Notice of Termination” means a written notice indicating the specific termination provision in this Agreement relied upon and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the employment under the provision so indicated.

(k)   Release. “Release” shall mean a general release that releases, waives, remises, and forever discharges the Company from any and all claims that the Executive has against the Company, including any claims arising under state or federal statute, including all state and federal employment discrimination laws including, but not limited to, Ohio Revised Code Chapter 4112 and Title VII of the Civil Rights Act of 1964; the Age Discrimination in Employment Act; the Employee Retirement Income Security Act; and any applicable state, local, or common laws of similar intent, without exception. For purposes of the Release, the “Company” includes the Company as it is defined in this Agreement and as further defined to include all of the Company’s past, present, and future assigns, successors, affiliates, parent and subsidiary organizations, divisions and Company’s, officers, directors, shareholders, employees, and agents of the same, as well as their heirs, executors, administrators, successors, assigns, and other personal representatives, individually and in their respective corporate and personal capacities.

(l)   Retirement Benefits. “Retirement Benefits” means the perquisites, benefits, and service credit for benefits as provided under any and all employee retirement income, plans, programs, or arrangements in which the Executive is entitled to participate, including without limitation any savings, pension, supplemental executive retirement, or other retirement income or deferred compensation that may now exist or any equivalent successor policies, plans, programs, or arrangements that may be adopted hereafter.

(m)   Separation from Service. “Separation from Service” means the termination of employment with the Company and all related employers under section 414(b) or (c) of the Code. Whether a termination of employment has occurred shall be determined based on whether the facts and circumstances indicate that the Executive reasonably anticipates that no further services would be performed after a certain date or that the level of bona fide services would permanently decrease to no more than 20% of the average level of bona fide services performed over the immediately preceding 36-month period (or the full period of employment if the Executive has been employed less than 36 months). An Executive is not treated as having terminated employment while he is on military leave, sick leave or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the individual retains a right to reemployment under an applicable statute or by contract. The determination of whether a Separation of Service has occurred shall be based on applicable regulations and other applicable legal authority under section 409A of the Code.

(n)   Severance Benefits. “Severance Benefits” means the benefits described in Section 4 of this Agreement.

(o)   Severance Benefit Period.  “Severance Benefit Period” means the 6 or 12 calendar months following the date of termination of the Executive’s employment, depending on the Executive’s length of service with the Company. Where the Executive’s length of service with the Company is at least 6 months but not longer than 24 months, the “Severance Benefit Period” will be 6 months. Where such length of service is longer than 24 months, the “Severance Benefit Period” will be 12 months.

(p)   Welfare Benefits.  “Welfare Benefits” means any life insurance, health insurance, hospitalization, major medical, dental insurance, disability, employee assistance programs, or other employee welfare plans or benefits that may now exist or any equivalent successor policies, plans, programs or arrangements that may be adopted hereafter.

3.   Eligibility for Severance Benefits. The Company or its successor shall pay or provide the Severance Benefits to the Executive if the Executive has a Separation from Service under the following circumstances:

(a)   Termination by the Company.  Termination of the Executive’s employment is initiated by the Company for any reason except termination due to Cause.

(b)   Termination by the Executive.  Termination of the Executive’s employment is initiated by the Executive for Good Reason.

4.   Severance Benefits. The Executive, if eligible under Section 3, shall receive the following Severance Benefits (in addition to benefits under any Equity Incentive Plans, Retirement Benefits, or other employee benefits that the Executive is otherwise entitled to under the terms thereof):

(a)   Cash Payments.  The Executive shall be entitled to an amount equal to 0.5 – 1.0 times his Base Annual Salary, depending on the Executive’s length of service with the Company, payable in equal bi-weekly installments during the Severance Benefit Period.  Where the Executive’s length of service with the Company is at least 6 months but not longer than 24 months, the amount will be 0.5 times the Executive’s Base Annual Salary. Where such length of service is longer than 24 months, the amount will be 1.0 times the Executive’s Base Annual Salary.

(b)   Welfare Benefits.  The Executive shall be entitled to receive Welfare Benefits which are substantially comparable to the Welfare Benefits he was entitled to receive immediately prior to the date of his termination for a period, in the case of each individual Welfare Benefit, equal to the shorter of the Severance Benefit Period or until such Welfare Benefit is obtained through other employment.

(c)   Outplacement Services.  The Executive shall be entitled to receive outplacement services from a professional outplacement services firm selected by the Company and reasonably acceptable to the Executive at the Company’s cost, but not to exceed an aggregate cost of $15,000.

The foregoing Severance Benefits shall be payable for the entirety of the Severance Benefit Period notwithstanding the death of the Executive; in the event of the Executive’s death the remaining Severance Benefits shall be payable to the Executive’s beneficiary named on Exhibit B hereto (or if none, to the Executive’s estate).

5.   Applicability of Dodd-Frank Act; Clawbacks Generally.

(a)   Dodd-Frank.  The Executive hereby acknowledges the applicability of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), as well as the applicability of any agency regulations or Company policies promulgated thereunder and recognizes that in the event of any accounting restatement by the Company due to the Company’s material noncompliance with any financial reporting requirement under applicable securities laws during the time of the Executive’s employment by the Company, the Company will be required to recover from the Executive amounts paid to the Executive as incentive-based compensation that exceed the compensation the Executive would otherwise have received from the Company if such accounting restatement had not occurred, regardless of the Executive’s personal involvement, if any, with such noncompliance or restatement.  In such event, the Company shall have the right to effect any such recovery by offsetting (withholding) any amounts otherwise due hereunder against amounts to be recovered.

(b)   Impermissible Activities.  In the event the Executive engages in any Impermissible Activity at any time, the Company may (i) refrain from making any further payments that would otherwise be payable hereunder during the Severance Period, and (ii) recover from the Executive any and all payments made hereunder prior to the Company’s discovery of the Executive’s engagement in Impermissible Activities.

6.   Withholding of Taxes. The Company may withhold from any amounts payable under this Agreement all federal, state, city, or other taxes as required by law provided that any stock withheld will only be withheld at the minimum statutory rates.

7.   General Release Agreement. As a condition of receiving the payments and benefits set forth in this Agreement, the Executive will be required to execute a Release in substantially the form of Exhibit B attached hereto. The Executive must deliver to the Company a fully executed and binding General Release Agreement, the Executive must not revoke the General Release Agreement, and the General Release Agreement must be irrevocable, not later than 60 business days following the Executive’s Separation from Service. Otherwise, the Executive will not be entitled to receive Severance Benefits under this Agreement.

8.   Acknowledgement. The Company hereby acknowledges that it will be difficult and may be impossible for the Executive to find reasonably comparable employment, or to measure the amount of damages which the Executive may suffer as a result of termination of employment hereunder. Accordingly, the payment of the Severance Benefits by the Company to the Executive in accordance with the terms of this Agreement is hereby acknowledged by the Company to be reasonable liquidated damages, and the Executive will not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor will any profits, income, earnings, or other benefits from any source whatsoever create any mitigation, offset, reduction, or any other obligation on the part of the Executive hereunder or otherwise, except for a reduction in Welfare Benefits as provided in Subsection 4(b). The Company shall not be entitled to set off or counterclaim against amounts payable hereunder with respect to any claim, debt, or obligation of the Executive except as expressly provided in Section 5 hereof.

9.   Enforcement Costs; Interest. The Company is aware that, upon the occurrence of a Change in Control, the Board or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation, arbitration, or other legal action seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny the Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of the Executive’s rights under this Agreement by litigation, arbitration, or other legal action nor be bound to negotiate any settlement of the Executive’s rights hereunder under threat of incurring such expenses because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive under this Agreement. Accordingly, if following a Change in Control it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement, or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institute any litigation or other legal action designed to deny, diminish, or to recover from the Executive, the benefits intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice at the expense of the Company as provided in this Section 9 to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder, or other person affiliated with the Company. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by the Executive as provided in this Section 9 shall be paid or reimbursed to the Executive by the Company on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with its customary practices. In all events, such amounts shall be paid on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. In any action involving this Agreement, the Executive shall be entitled to prejudgment interest on any amounts found to be due him from the date such amounts would have been payable to the Executive pursuant to this Agreement at an annual rate of interest equal to the prime commercial rate published in the Wall Street Journal or its successor from time to time during the prejudgment period plus 4 percent.

10.   Indemnification. From and after the earliest to occur of a Change in Control or termination of employment, the Company shall indemnify and hold harmless the Executive, to the fullest extent permitted or authorized by the law of the State of Ohio as it may from time to time be amended, if the Executive is (whether before or after the Change in Control) made or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that the Executive is or was a director, officer, or employee of the Company, or is or was serving at the request of the Company as a director, trustee, officer, or employee of another Company, partnership, joint venture, trust, or other enterprise. The indemnification provided by this Section 10 shall not be deemed exclusive of any other rights to which the Executive may be entitled under the charter or bylaws of the Company, or any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in the Executive’s official capacity and as to action in another capacity while holding such office, and shall continue as to the Executive after the Executive has ceased to be a director, trustee, officer, or employee and shall inure to the benefit of the heirs, executors, and administrators of the Executive.

11.   Arbitration. The initial method for resolving any dispute arising out of this Agreement shall be nonbinding arbitration in accordance with this Section 11. Except as provided otherwise in this Section, arbitration pursuant to this Section 11 shall be governed by the Commercial Arbitration Rules of the American Arbitration Association. A party wishing to obtain arbitration of an issue shall deliver written notice to the other party, including a description of the issue to be arbitrated. Within 15 days after either party demands arbitration, the Company and the Executive shall each appoint an arbitrator. Within 15 additional days, these two arbitrators shall appoint the third arbitrator by mutual agreement; if they fail to agree within this 15 day period, then the third arbitrator shall be selected promptly pursuant to the rules of the American Arbitration Association for Commercial Arbitration. The arbitration panel shall hold a hearing in Dayton, Ohio, within 90 days after the appointment of the third arbitrator. The fees and expenses of the arbitrator, and any American Arbitration Association fees, shall be paid by the Company. Both the Company and the Executive may be represented by counsel (legal and accounting) and may present testimony and other evidence at the hearing. Within 90 days after commencement of the hearing, the arbitration panel will issue a written decision; the majority vote of two of the three arbitrators shall control. The majority decision of the arbitrators shall not be binding on the parties, and the parties may pursue other available legal remedies if the parties are not satisfied with the majority decision of the arbitrator. The Executive shall be entitled to seek specific performances of the Executive’s rights under this Agreement during the pendency of any dispute or controversy arising under or in connection with this Agreement.

12.   Employment Rights. This Agreement sets forth the Severance Benefits payable to the Executive in the event the Executive’s employment with the Company is terminated under certain conditions specified in Section 3. This Agreement is not an employment contract nor shall it confer upon the Executive any right to continue in the employ of the Company and shall not in any way affect the right of the Company to dismiss or otherwise terminate the Executive’s employment at any time with or without Cause.

13.   Arrangements Not Exclusive. The specific benefit arrangements referred to in this Agreement are not intended to exclude the Executive from participation in or from other benefits available to executive personnel generally or to preclude the Executive’s right to other compensation or benefits as may be authorized by the Board at any time. The provisions of this Agreement and any payments provided for hereunder shall not reduce any amounts otherwise payable, or in any way diminish the Executive’s existing rights, or rights which would accrue solely as the result of the passage of time under any compensation plan, benefit plan, incentive plan, stock option plan, employment agreement, or other contract, plan, or arrangement except as may be specified in such contract, plan, or arrangement.

14.   Successors; Binding Agreements. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. The Executive’s rights and benefits under this Agreement may not be assigned, except that if the Executive dies while any amount would still be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement, to the beneficiaries designated by the Executive to receive benefits under this Agreement in a writing on file with the Company at the time of the Executive’s death or, if there is no such beneficiary, to the Executive’s estate. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company (or of any division or Subsidiary thereof employing the Executive) to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms to which the Executive would be entitled hereunder if the Executive terminated employment for Good Reason following a Change in Control, on the first day after the Change in Control.

15.   No Vested Interest. Neither the Executive nor the Executive’s beneficiaries shall have any right, title, or interest in any benefit under this Agreement prior to the occurrence of the right to the payment of such benefit.

16.   Notice. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the such addresses as each party may designate from time to time to the other party in writing in the manner provided herein. Unless designated otherwise notices to the Company should be sent to the Company at:

Until designated otherwise, notices shall be sent to the Executive at the address indicated on the Beneficiary Designation and Notice form attached hereto as Exhibit A. If the parties by mutual agreement supply each other with telecopier numbers or email addresses for the purposes of providing notice by facsimile or email, such notice shall also be proper notice under this Agreement. Notice sent by certified or registered mail shall be effective two days after deposit by delivery to the U.S. Post Office.

17.   Savings Clause. If any payments otherwise payable to the Executive under this Agreement are prohibited or limited by any statute or regulation in effect at the time the payments would otherwise be payable, including, without limitation, any regulation issued by the Securities and Exchange Commission or other agency under the Dodd-Frank Act, that limits executive compensation or other payments that can be made by the Company (any such limiting statute or regulation a “Limiting Rule”), the Executive will be entitled to elect to have apply, and therefore to receive benefits directly under, either (i) this Agreement (as limited by the Limiting Rule) or (ii) any generally applicable Company severance, separation pay, and/or salary continuation plan that may be in effect at the time of the Executive’s termination.

18.   Amendment; Waiver. The Company may amend, without the approval of the Executive, any provision of this Agreement to the extent necessary to comply with Section 409A of the Code (or to avoid the application of Section 409A of the Code) so as to avoid any penalty or excise tax from being levied on the Executive; provided, however, that the Company may not decrease the amount of any benefit the Executive is entitled to receive under this Agreement without the Executive’s consent. Regarding any other amendment, the Company may not amend or modify this Agreement, and no provision may be waived, unless such amendment, modification, or waiver is agreed to in writing and signed by the Executive and the Company.

19.   Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

20.   Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

21.   Governing Law. Except as otherwise provided, this Agreement shall be governed by the laws of the State of Ohio, without giving effect to any conflict of law provisions.

22.   Section 409A Compliance. (a) This Agreement is intended to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”) with respect to amounts subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent, and the Company shall not accelerate any payment or the provision of any benefits under this Agreement or to make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code.  As used in this Agreement, phrases such as “termination of employment” shall be interpreted to mean a “separation from service” using the default rules under Section 409A of the Code.  If, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A of the Code, such provision shall be modified by the Company in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the requirements of Section 409A of the Code.