0001144204-10-014222 Sample Contracts

RURBAN FINANCIAL CORP. AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT FOR KENNETH A. JOYCE
Supplemental Executive Retirement Plan Agreement • March 18th, 2010 • Rurban Financial Corp • State commercial banks • Ohio

THIS AGREEMENT between RFC and the Executive was originally effective as of the first day of March, 2006 (the “Effective Date”). Effective as of the Restatement Effective Date, RFC and the Executive hereby amend and restate this Agreement, as set forth herein.

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RURBAN FINANCIAL CORP. NONQUALIFIED STOCK OPTION AWARD AGREEMENT (For Employees)
Stock Incentive Plan • March 18th, 2010 • Rurban Financial Corp • State commercial banks • Ohio

In recognition of your services to Rurban Financial Corp. (the “Company”) and its Subsidiaries, the Compensation Committee of the Board of Directors of the Company (the “Committee”) has granted you a Nonqualified Stock Option (“Option”) to purchase common shares, without par value, of the Company (“Stock”), subject to the terms and conditions described in the Rurban Financial Corp. 2008 Stock Incentive Plan (the “Plan”) and this Nonqualified Stock Option Award Agreement (“Award Agreement”).

RURBAN FINANCIAL CORP. INCENTIVE STOCK OPTION AWARD AGREEMENT (For Employees)
Incentive Stock Option Award Agreement • March 18th, 2010 • Rurban Financial Corp • State commercial banks • Ohio

In recognition of your services to Rurban Financial Corp. (the “Company”) and its Subsidiaries, the Compensation Committee of the Board of Directors of the Company (the “Committee”) has granted you an Incentive Stock Option (“Option”) to purchase common shares, without par value, of the Company (“Stock”), subject to the terms and conditions described in the Rurban Financial Corp. 2008 Stock Incentive Plan (the “Plan”) and this Incentive Stock Option Award Agreement (“Award Agreement”). Your Option is intended to qualify as an “incentive stock option” under Section 422 of the Code. If for any reason your Option does not qualify as an incentive stock option, then, to the extent it does not so qualify, your Option will be treated as a Nonqualified Stock Option.

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