UNITED COMMUNITY FINANCIAL CORP (Form: 8-K, Received: 06/02/2015 06:06:55)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 26, 2015

UNITED COMMUNITY FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

OHIO

000-24399

34-1856319

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(IRS Employer

I.D. No.)

275 West Federal Street, Youngstown, Ohio 44503-1203

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (330) 742-0500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 – Corporate Governance and Management

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) As previously reported on Form 8-K filed with the SEC on May 5, 2015, at the April 30, 2015 United Community Financial Corp. (“UCFC” or the “Company”) 2015 Annual Meeting of Shareholders (the “Annual Meeting”) UCFC’s shareholders approved the UCFC’s 2015 Long Term Incentive Plan (the “2015 Plan”). Also on April 30, 2015, after the shareholders’ approval of the 2015 Plan at the Annual Meeting, UCFC’s Board of Directors approved and adopted the 2015 Plan. The purpose of the 2015 Plan is to provide a means through which UCFC may attract and retain employees and non-employee directors, to provide incentives that align their interests with those of UCFC’s shareholders and to promote the success of UCFC’s business. All of UCFC’s employees and non-employee directors are eligible to participate in the 2015 Plan. The 2015 Plan is administered by the Board of Directors’ Compensation Committee.

On May 26, 2015, the Compensation Committee and the Board of Directors of UCFC approved (i) both annual incentive and long-term incentive awards to executive officers under the 2015 Plan, and (ii) further documentation in the form of grant agreements for the grants of annual incentive and long-term incentive awards made in 2014 to executive officers under the Amended and Restated United Community Financial Corp. 2007 Long-Term Incentive Plan (the “2007 Plan”). For the Company’s prior disclosure regarding the 2014 grants, both annual incentive, referred to in the prior disclosure as the “Executive Incentive Plan”, and long-term incentive, referred to in the prior disclosure as “Long-Term Incentive Plan”, please refer to the Company’s Form 8-Ks filed with the SEC on January 27, 2014 and September 29, 2014. The form of 2014 grant agreements approved by the Compensation Committee and the Board of Directors for prior awards made in 2014 pursuant to the 2007 Plan were approved to further document and clarify the 2014 awards related to the calculation of base salary and vesting in the event of retirement, death, or disability and termination without cause or for good reason. Each of Matthew T. Garrity, Jude J. Nohra and Timothy W. Esson will enter into with the Company both a 2014 Performance Share Units Grant Agreement and a 2014 Annual Incentive Award Grant Agreement, dated January 21, 2014 (the date upon which the awards were made), and with respect to Gary M. Small, April 1, 2014 (the date upon which Mr. Small began his employment with the Company), the forms of both are attached hereto as Exhibit 10.3 and 10.4, respectively.

On May 26, 2015, Messrs. Small, Garrity, Nohra and Esson were granted both long-term incentive and annual incentive awards pursuant to the 2015 Plan. To document those awards the Company will enter into both a 2015 Performance Share Units Grant Agreement and a 2015 Annual Incentive Award Grant Agreement with each of Messrs. Small, Garrity, Nohra and Esson, the forms of both are attached hereto as Exhibit 10.1 and 10.2, respectively. Under a 2015 Annual Incentive Award Grant Agreement (the “Annual Agreement”) the “Target Award” for Mr. Small is $200,000, for Mr. Garrity $96,820, for Mr. Nohra $95,996 and for Mr. Esson $84,000. If earned, depending on continued service and Company performance, eighty percent (80%) of the award will be paid in cash and twenty percent (20%) of the award will be paid in Restricted Common Shares (the number of which will be determined based upon the fair market value of the Company’s Common Shares on the date determined by the Compensation Committee following certification of performance results by the Compensation Committee). The Restricted Common Shares are subject to forfeiture based on continued service over a three year period, so that the restricted shares will vest (no longer be subject to risk of forfeiture) equally over three years, beginning on the first anniversary of the date in 2016 on which the Compensation Committee certified performance results. The calculation of the award earned in the 2015 fiscal year performance period is determined by actual Company performance against target performance in seven performance measures (weighted between 10-30%) as set forth in the Annual Agreement.

Under a 2015 Long Performance Share Units Grant Agreement (the “Long Term Agreement”) Mr. Small was granted 18,349 Performance Share Units, Mr. Garrity was granted 8,883 Performance Share Units, Mr. Nohra was granted 8,807 Performance Share Units and Mr. Esson was granted 7,706 Performance Share Units. The Performance Share Units granted to each were granted at a target level and depending on Company performance the Long Term Agreement provides for a potential payout at 150% of the target level. The Long Term Agreements provide potential long term incentive compensation based on Company performance over a three year performance period ending on December 31, 2017. Each Performance Shares Unit represent the right to receive one Company Common Share. The Common Shares that may be earned depend on continued service through the Compensation

Committee certification date shortly after the performance period and will be determined based on the average base compensation over the performance period and on Company performance in three separate measures: (i) return on equity versus peer group performance - 33%; (ii) three year cumulative net income versus annual budgeted net income over each of the three years – 33%; and (iii) total shareholder return versus peer group performance – 34%.

The summaries of the 2015 Performance Share Units Grant Agreement, 2015 Annual Incentive Award Grant Agreement, 2014 Performance Share Units Grant Agreement and the 2014 Annual Incentive Award Grant Agreement are qualified in their entirety by reference to the a copy of each which is attached hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively, and incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit No.		Description

10.1		Form of 2015 Performance Share Units Grant Agreement

10.2		Form of 2015 Annual Incentive Award Grant Agreement

10.3		Form of 2014 Performance Share Units Grant Agreement

10.4		Form of 2014 Annual Incentive Award Grant Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		UNITED COMMUNITY FINANCIAL CORP.

By:		/s/ Jude J. Nohra
		Jude J. Nohra General Counsel & Secretary

Date: June 1, 2015

Exhibit Index


Exhibit No.		Description

10.1		Form of 2015 Performance Share Units Grant Agreement

10.2		Form of 2015 Annual Incentive Award Grant Agreement

10.3		Form of 2014 Performance Share Units Grant Agreement

10.4		Form of 2014 Annual Incentive Award Grant Agreement

Exhibit 10.1

UNITED COMMUNITY FINANCIAL CORP.

2015 LONG TERM INCENTIVE PLAN

2015 PERFORMANCE SHARE UNITS GRANT AGREEMENT

This Performance Share Unit Grant Agreement (this “ Agreement ”) is made and entered into as of , 2015, (the “ Grant Date ”) by and between United Community Financial Corp., (the “ Company ”) and (the “ Grantee ”).

WHEREAS , the Company has adopted the United Community Financial Corp. 2015 Long Term Incentive Plan (the “ Plan ”) pursuant to which Performance Share Units may be granted; and

WHEREAS , the Committee has determined that it is in the best interests of the Company and its shareholders to grant the award of Performance Share Units provided for herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1. Grant of Target Award and Performance Period . The Company hereby grants to the Grantee Performance Share Units (the “ Target Award ”). Each Performance Share Unit (“ PSU ”) represents the right to receive one Common Share, subject to the terms and conditions set forth in this Agreement and the Plan. The actual number of Common Shares that the Grantee earns for the Performance Period will be determined by the level of achievement of the Performance Goals in accordance with Section 2, and is referred to in this Agreement as the “Actual Award”. Capitalized terms that are used but not defined herein have the meanings ascribed to them in the Plan.

The “Performance Period” shall be the period commencing on January 1, 2015, and ending on December 31, 2017.

2. Performance Goals .

The Actual Award that shall vest and be payable in Common Shares to the Grantee for the Performance Period will be determined at the end of the Performance Period based on the level of achievement of the Performance Goals listed below and the amount of the Grantee’s average base salary for the Performance Period. All determinations of whether Performance Goals have been achieved, the adjustments attributed to changes in average base salary, the Actual Award earned by the Grantee, and all other matters related to this Section 2 shall be made by the Committee in its sole discretion.

Promptly following completion of the Performance Period and no later than sixty (60) days following the end of the Performance Period), the Committee will review and certify in writing (a) whether, and to what extent, the Performance Goals for the Performance Period have been achieved, and (b) the number of Common Shares that the Grantee shall earn, if any, subject to compliance with the requirements of Section 3. Such certification shall be final, conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law.

Peer Group :

The “Peer Group” includes the following eighteen (18) organizations:


BankFinancial Corp (BFIN)		Horizon Bancorp. (HBNC)
Farmers National Banc Corp (FMNB)		Lakeland Financial Corporation (LKFN)
Farmers & Merchants Bancorp (FMAO)		LCNB Bancorp Inc. (LCNB)
First Busey (BUSE)		MainSource Financial Group, Inc. (MSFG)
First Defiance Financial Corp. (FDEF)		Mercantile Bank Corp. (MBWM)
Civista Bancshares, Inc. (CIVB)		Mutualfirst Financial Inc. (MFSF)
First Financial Corporation (THFF)		Peoples Bancorp Inc. (PEBO)
First Mid-Illinois Bancshares (FMBH)		QCR Holdings, Inc. (QCRH)
German American Bancorp Inc. (GABC)		Star Financial Group, Inc. (SFIGA)

The Committee maintains discretion to amend, modify and replace one or more members of the Peer Group when events warrant, such as in the event that a peer group member ceases to be a reporting company or is acquired and in other similar circumstances.

Performance Measures, Weightings, Goals, and Payout Calibration :

The performance measures are:

•

3-year average ROE will be weighted 33% and be evaluated relative to Peer Group performance;

•

3-year cumulative Net Income will be weighted 33% and be evaluated relative to the Company’s annual budgeted net income for each of the three (3) years comprising the Performance Period, using annual budgeted Net Income for each of the three years as the goal; and

•

3-year relative Total Shareholder Return (TSR) will be weighted 34% and be evaluated relative to the Peer Group.

The table below sets forth the three performance measures, their respective weighting, how performance on each measure will be evaluated (relative to peers or relative to plan) and the goals for threshold performance, target performance and superior performance. Achievement of the target performance goal will result in 100% of target payout for the respective measure, while achievement of the superior performance goal will result in 150% of the target payout for the measure. Payouts for performance between threshold and target, or between target and superior, will be interpolated.

Performance-Payout Table:

Evaluated

Performance Goals

Performance Measure

Weight

vs.

Threshold

Target

Superior

3-year Average ROE

Peers

25th %ile

50th %ile

75th %ile

3-year Cumulative Net Income

Annual
Budgeted Net
Income

75% of Plan

100% of Plan

125% of Plan

3-year Total Shareholder Return (rTSR)

Peers

25th %ile

50th %ile

75th %ile

Payout for Performance Level (% of Target Opportunity) ¹ :

100%

150%

¹	Note that payouts will be interpolated for performance between discrete points. For example, performance at the 65 ^th percentile of the Peer Group will result in a payout of 130% of target for the measure; performance at the 30 ^th percentile of peers will result in a payout of 20% of target.

Definitions:

•

3-year Average ROE: Return on average equity, averaged over 12 quarters from 1Q15 through 4Q17;

•

3-year Cumulative Net Income: Cumulative GAAP Net Income excluding extraordinary items for the Performance Period;

•

Total Shareholder Return: stock price appreciation, plus reinvested dividends.

The Committee maintains flexibility and discretion to adjust measure definitions, if such adjustments ensure a more accurate comparison relative to the Peer Group and/or more appropriately reflect the goals of the Plan and the Company’s compensation philosophy.

3. Vesting of PSUs . The PSUs are subject to forfeiture until they vest. Except as otherwise provided herein, the PSUs will vest and become nonforfeitable on the date of performance certification, subject to (a) the achievement of the minimum threshold Performance Goals for payout set forth in Section 2, and (b) the Grantee’s Continuous Service from the Grant Date through on the date of performance certification. The Actual Award earned upon PSU vesting shall be determined by the Committee based on the level of achievement of the Performance Goals set forth in Section 2 and shall be rounded to the nearest whole Common Share. “Continuous Service” means that the Grantee’s service with the Company as an Employee is not terminated.

4. Termination of Continuous Service .

4.1 Except as otherwise expressly provided in this Agreement, if the Grantee’s Continuous Service terminates for any reason at any time before all of his or her PSUs have vested, the Grantee’s unvested PSUs shall be automatically forfeited upon such termination of Continuous Service and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement.

4.2 Notwithstanding Section 4.1:

(a) If the Grantee’s Continuous Service terminates during the Performance Period as a result of the Grantee’s death or Disability, all of the outstanding PSUs will vest in accordance with Section 3, and further provided that the amount to be paid shall be determined in the manner set forth in Section 2, as if the Grantee’s Continuous Service had not terminated; and

(b) If the Grantee’s Continuous Service terminates during the Performance Period as a result of Retirement, termination by the Company without Cause, or termination by the Grantee for Good Reason, a pro-rata portion of the outstanding PSUs shall vest in proportion to the number of months, including any partial month, elapsed in the Performance Period divided by 36, and further provided that the amount to be paid shall be determined in the manner set forth in Section 2.

“Good Reason” means the definition of “Good Reason” set forth in the Grantee’s employment agreement, or in the absence thereof, “Good Reason” means:

(a) a material reduction in the Grantee’s rate of base salary; or

(b) the Company changes by fifty (50) miles or more the principal location in which the Grantee is required to perform services; or

(c) the Company terminates, materially amends or materially restricts the Grantee’s participation in, any equity, bonus or equity-based compensation plans or qualified or supplemental retirement plans so that, when considered in the aggregate with any substitute plan or plans, the plans in which the Grantee is participating materially fail to provide him or her with a level of benefits provided in the aggregate by such plans prior to such termination or amendment; or

(d) the Company materially breaches the provisions of this Agreement.

A termination of the Grantee’s employment shall not be deemed to be for Good Reason unless (i) the Grantee gives notice to the Company of the existence of the event or condition constituting Good Reason within thirty (30) days after such event or condition initially occurs or exists, (ii) the Company fails to cure such event or condition within thirty (30) days after receiving such notice, and (iii) the Grantee’s termination occurs not later than ninety (90) days after such event or condition initially occurs or exists, in each case without the Grantee’s written consent.

5. Effect of a Change in Control . If there is a Change in Control during the Performance Period, all outstanding PSUs shall be earned and vest at Target Award levels for open years in the Performance period and in the manner set forth in Section 2 for any closed years in the Performance Period, on the effective date of the Change in Control and shall be paid no later than sixty (60) days following the effective date of such Change in Control.

6. Payment of PSUs . Payment in respect of the PSUs earned for the Performance Period shall be made in Common Shares and shall be issued to the Grantee as soon as practicable following the later of the vesting date or the end of the Performance Period and in any event not later than two and one-half (2-1/2) months following the end of the year in which the vesting date or the end of the Performance Period occurs. The Company shall (a) issue and deliver to the Grantee the number of Common Shares equal to the number of vested PSUs, and (b) enter the Grantee’s name on the books of the Company as the shareholder of record with respect to the Common Shares delivered to the Grantee.

encumbered by the Grantee, except by will or the laws of descent and distribution, and upon any such transfer by will or the laws of descent and distribution, the transferee shall hold such PSUs subject to all of the terms and conditions that were applicable to the Grantee immediately prior to such transfer.

8. Rights as Shareholder; Dividend Equivalents .

8.1 The Grantee shall not have any rights of a shareholder with respect to the Common Shares underlying the PSUs, including voting rights. Notwithstanding the foregoing, dividends on the Common Shares underlying the PSUs, if any, paid prior to the certification date, whether in cash or in the form of additional Company Common Shares, shall accrue and be deferred and subject to forfeiture if the PSUs granted hereby do not vest with the Grantee on the certification date; then paid in cash or shares as applicable, subject to adjustment based upon the Actual Award paid to the Grantee.

8.2 Upon and following the vesting of the PSUs and the issuance of Common Shares, the Grantee shall be the record owner of the Common Shares underlying the PSUs unless and until such shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a shareholder of the Company (including voting and dividend rights).

9. No Right to Continued Service . Neither the Plan nor this Agreement shall confer upon the Grantee any right to be retained in any position, as an Employee, Consultant or Director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Grantee’s Continuous Service at any time, with or without Cause.

10. Adjustments . On any change in the number or kind of outstanding Common Shares of the Company by reason of recapitalization, merger, consolidation, reorganization, separation, liquidation, share split, share dividend, combination of shares or any other change in the corporate structure or Common Shares of the Company, the Company, by action of the Committee, is empowered to make such adjustment, if any, in the number and kind of PSUs subject to this Agreement as it considers appropriate for the protection of the Company and of the Grantee.

11. Tax Liability and Withholding .

11.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Common Shares and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means:

(a) tendering a cash payment;

(b) authorizing the Company to withhold Common Shares from the Common Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the Common Shares; provided, however , that no Common Shares shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or

11.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“ Tax-Related Items ”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the Common Shares or the subsequent sale of any shares, and (b) does not commit to structure the Common Shares to reduce or eliminate the Grantee’s liability for Tax-Related Items.

12. Compliance with Law . The issuance and transfer of Common Shares in connection with the PSUs shall be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Common Shares may be listed. No Common Shares shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.

13. Notices . Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement shall be in writing and addressed to the Grantee at the Grantee’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

14. Governing Law . This Agreement will be construed and interpreted in accordance with the laws of the State of Ohio without regard to conflict of law principles.

15. Interpretation . Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Grantee and the Company.

16. PSUs Subject to Plan . The Performance Share Units are in all respects subject to the terms, conditions and provisions of the Agreement and the Plan.

17. Successors and Assigns . The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Grantee and the Grantee’s beneficiaries, executors, administrators and the person(s) to whom the PSUs may be transferred by will or the laws of descent or distribution.

18. Severability . The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

19. Discretionary Nature of Plan . The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the PSUs in this Agreement does not create any contractual right or other right to receive any PSUs or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment with the Company.

20. Amendment . The Committee has the right to amend, alter, suspend, discontinue or cancel the PSUs, prospectively or retroactively; provided that , no such amendment shall adversely affect the Grantee’s material rights under this Agreement without the Grantee’s consent.

21. Section 162(m) . All payments under this Agreement are intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Code. This Award shall be construed and administered in a manner consistent with such intent.

22. Section 409A . This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code.

23. No Impact on Other Benefits . The value of the Grantee’s PSUs is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

24. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

25. Acceptance . The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions thereof, and accepts the PSUs subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the vesting or settlement of the PSUs or disposition of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such vesting, settlement or disposition.

26. Clawback . Notwithstanding any other provisions in this Agreement or the Plan, all payments made to the Grantee pursuant to this Agreement shall be subject to recovery, deduction or clawback (collectively, “Clawback”) under any law, regulation, stock exchange listing requirement requiring Clawback and under the Company’s Compensation Adjustment and Recoupment Policy (adopted by the Board on March 17, 2015), as may be amended from time to time.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

United Community Financial Corp.

Name:

Title:

Name:

Exhibit 10.2

UNITED COMMUNITY FINANCIAL CORP.

2015 LONG TERM INCENTIVE PLAN

2015 ANNUAL INCENTIVE AWARD GRANT AGREEMENT

This 2015 Annual Incentive Award Grant Agreement (this “ Agreement ”) is made and entered into as of , 2015, (the “ Grant Date ”) by and between United Community Financial Corp., (the “ Company ”) and (the “ Grantee ”).

WHEREAS , the Company has adopted the United Community Financial Corp. 2015 Long Term Incentive Plan (the “ Plan ”) pursuant to which cash and Restricted Shares may be granted; and

WHEREAS , the Plan provides for Annual Bonus Awards;

WHEREAS , the Committee has determined that it is in the best interests of the Company and its shareholders to grant the Annual Bonus Award provided for herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1. Grant of Target Award and Form of Payout . The Company hereby grants to the Grantee a target award of $ (the “Target Award”). Following the end of the calendar year, the Compensation Committee will certify performance results relative to goals and determine the earned Target Award. Eighty percent (80%) of the earned Target Award will be paid in cash (the “Cash Payment”) as soon as practicable, but not later than March 15, 2016, and the remaining twenty percent (20%) will be paid in Common Shares of the Company (the “ Restricted Shares ”), as soon as practicable, but not later than March 15, 2016, on the terms and conditions and subject to the restrictions set forth in this Agreement and the Plan. The number of Restricted Shares earned will be determined by the Fair Market Value of the Common Shares on the date determined by the Compensation Committee following certification of the performance results. Capitalized terms that are used but not defined herein have the meanings ascribed to such terms in the Plan.

The “Performance Period” shall be the period commencing on January 1, 2015, and ending on December 31, 2015.

2. Performance Goals and Average Compensation .

The amount of the Target Award earned by the Grantee for the Performance Period will be determined at the end of the Performance Period based on the level of achievement of the Performance Goals listed below and the amount of the Grantee’s average base salary for the Performance Period. All determinations of whether Performance Goals have been achieved, the amount of the Target Award earned by the Grantee, the adjustments attributed to changes in average base salary, and all other matters related to this Section 2 shall be made by the Committee in its sole discretion.

Promptly following completion of the Performance Period (and no later than sixty (60) days following the end of the Performance Period), the Committee will review and certify in writing (a) whether, and to what extent, the Performance Goals for the Performance Period have been achieved, and (b) the amount of the Target Award that the Grantee shall earn, if any, subject to compliance with the requirements of Section 3. Such certification shall be final, conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law.

Peer Group :

The Peer Group includes the following eighteen (18) organizations:


Bank Financial Corp (BFIN)		Horizon Bancorp. (HBNC)
Farmers National Banc Corp (FMNB)		Lakeland Financial Corporation (LKFN)
Farmers & Merchants Bancorp (FMAO)		LCNB Bancorp Inc. (LCNB)
First Busey (BUSE)		MainSource Financial Group, Inc. (MSFG)
First Defiance Financial Corp. (FDEF)		Mercantile Bank Corp. (MBWM)
First Citizens Banc Corp. (FCZA)		Mutualfirst Financial Inc. (MFSF)
First Financial Corporation (THFF)		Peoples Bancorp Inc. (PEBO)
First Mid-Illinois Bancshares (FMBH)		QCR Holdings, Inc. (QCRH)
German American Bancorp Inc. (GABC)		Star Financial Group, Inc. (SFIGA)

Net Income Requirement :

The Target Award shall be forfeited and no amount of such Award shall be paid if the Company does not report positive net income for the 2015 fiscal year, calculated in accordance with GAAP, but adjusted to exclude the effect of extraordinary items. If this requirement is met, the Target Award will be calculated as described below.

Performance Measures, Weightings, Goals and Payout Calibration :

The Compensation Committee has identified seven financial performance measures that are aligned with the Company’s goals. Each of the seven performance measures has a weighting ranging from 10% to 30%. The Company’s results on three of the seven measures will be evaluated relative to the peer group. The other measures (Net Income, ROAA, Net Loan Growth and Revenue Growth) will be evaluated relative to the Board-approved annual budget or based upon actual results compared to the performance goals.

Performance-Payout Table:

Evaluated

Performance Goals

Performance Measure

Weight

Vs.

Threshold

Target

Superior

Net Income ($MM)

Budget

75% of Budget

100% of
Budget

125% of
Budget

ROAA

Actual Results

ROAA of 0.60

ROAA of 0.75

ROAA of 0.90

Revenue Growth ($MM)

Budget

$65.875

$77.500

$89.125

Net Loan Growth ($MM)

Budget

9.0%

14.0%

19.0%

Core Deposit Growth

Peers

25th %ile

50th %ile

75th %ile

Efficiency Ratio

Peers

25th %ile

50th %ile

75th %ile

Non-Performing Assets

Peers

25th %ile

50th %ile

75th %ile

Payout for Performance Level (% of Target Opportunity) ¹ :

100%

200%

¹	Note that payouts will be interpolated for performance between discrete points. For example, performance at the 65 ^th percentile of the Peer Group will result in a payout of 160% of target; performance at the 30 ^th percentile of peers will result in a payout of 20% of target.

Definitions:

•

%ile: Percentile Rank within defined Peer Group;

•

ROAA: GAAP performance excluding extraordinary items;

•

Revenue Growth: Total revenue (net interest income plus noninterest income) projected in the budget compared to actual total revenue from January 1 – December 31;

•

Net Income: GAAP Net Income excluding extraordinary items;

•

Net Loan Growth: Net loan growth (including loans held for sale) projected in the budget compared to actual net loan growth from January 1 – December 31;

•

Core Deposit Growth: Total Deposits less time deposits;

•

Efficiency Ratio: Operating Expense divided by Operating Revenue; and

•

Non-Performing Assets: Total NPAs divided by Average Total Assets.

The Committee maintains flexibility and discretion to adjust measure definitions, if such adjustments ensure a more accurate comparison relative to the Peer Group and most appropriately reflect the goals of the Plan and the Company’s compensation philosophy.

3. Vesting

3.1 Vesting of Restricted Shares . The Restricted Shares earned shall be subject to risk of forfeiture depending on Continuous Service until they vest. In order to be earned the Grantee must be a Company Employee on the date of performance certification. Except as otherwise provided herein, the Restricted Shares shall vest and no longer be subject to risk of forfeitable over a three year period beginning on the first anniversary of the date of performance certification in 2017, and ending on the third anniversary of the performance certification in 2019. Provided that the Grantee’s period of Continuous Service has not ended before the respective anniversary dates of the date of performance certification in 2017, 2018 and 2019, the

Restricted Shares will vest in equal one-third (1/3) increments each year (each an “anniversary date”). The period over which the Restricted Shares vest is referred to as the “Restricted Period.” “Continuous Service” means that the Grantee’s service with the Company as an Employee is not terminated.

3.2 Vesting of the Cash Payment . Except as otherwise provided in this Agreement, the portion of the Target Award which constitutes the Cash Payment shall be vested on the performance certification date provided the Grantee is employed by the Company on that date.

4. Termination of Continuous Service .

4.1 Except as otherwise expressly provided in this Agreement, if the Grantee’s Continuous Service terminates for any reason at any time before any part of the Target Award has vested, the Grantee’s unvested Target Award shall be automatically forfeited upon such termination of Continuous Service and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement.

4.2 Notwithstanding Section 4.1, if the Grantee’s Continuous Service terminates before the Target Award has vested as a result of the Grantee’s death or Disability, the Target Award shall vest in accordance with Section 3 as if the Grantee’s Continuous Service had not terminated. Notwithstanding Section 4.1, if the Grantee’s Continuous Service terminates before the Target Award has vested as a result of Retirement, termination by the Company without Cause, or termination by the Grantee for Good Reason, a pro rata portion of the unvested Target Award shall vest in proportion to the number of months, including any partial month, elapsed in the Restricted Period divided by 3.

“Good Reason” means the definition of “Good Reason” set forth in the Grantee’s employment agreement, or in the absence thereof, “Good Reason” means:

(a) a material reduction in the Grantee’s rate of base salary; or

(b) the Company changes by fifty (50) miles or more the principal location in which the Grantee is required to perform services; or

(d) the Company materially breaches the provisions of this Agreement.

5. Effect of a Change in Control . If there is a Change in Control during the Performance Period, the Target Award shall be earned and vested at Target levels on the effective date of the Change in Control and the amount of the Target Award shall be paid no later than sixty (60) days following the effective date of the Change in Control. If there is a Change in Control during the Restricted Period, all unvested Restricted Shares shall vest on the effective date of the Change in Control.

6. Issuance of Restricted Shares . The Restricted Shares earned will be issued in the name of the Grantee as soon as practicable following the end of the Performance Period and in any event not later than two and one-half (2-1/2) months following the end of the Performance Period. The Company’s transfer agent and/or share transfer records will show the Grantee as the owner of record of the Restricted Shares as of the date of issuance.

The Company or the Company’s agent will hold (either physical or uncertificated form) the Restricted Shares for the period of time that the Restricted Shares are subject to forfeiture (until vested) and the certificate or certificates representing the Restricted Shares will be delivered to the Grantee after the Restricted Shares are no longer subject to substantial risk of forfeiture. Such delivery may take the form of an electronic transfer of the vested Restricted Shares to the Grantee’s brokerage or other financial account.

7. Transferability . Subject to any exceptions set forth in this Agreement or the Plan, until vested, the Target Award or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Target Award or the rights relating thereto prior to vesting shall be wholly ineffective and, if any such attempt is made, the Target Award will be forfeited by the Grantee and all of the Grantee’s rights to such Target Award shall immediately terminate without any payment or consideration by the Company.

8. Rights as Shareholder; Dividends .

8.2 If the Grantee forfeits any rights he has under this Agreement in accordance with Section 3.1, the Grantee shall, on the date of such forfeiture, no longer have any rights as a shareholder with respect to the Restricted Shares and shall no longer be entitled to vote or receive dividends on such shares.

10. Adjustments . On any change in the number or kind of outstanding Common Shares of the Company by reason of recapitalization, merger, consolidation, reorganization, separation, liquidation, share split, share dividend, combination of shares or any other change in the corporate structure or Common Shares of the Company, the Company, by action of the Committee, is empowered to make such adjustment, if any, in the number and kind of Common Shares subject to this Agreement as it considers appropriate for the protection of the Company and of the Grantee.

11. Tax Liability and Withholding .

11.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Shares and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means:

(a) tendering a cash payment;

(b) authorizing the Company to withhold Common Shares from the Common Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Shares; provided, however, that no Common Shares shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or

11.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Shares or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Shares to reduce or eliminate the Grantee’s liability for Tax-Related Items.

12. Section 83(b) Election . The Grantee may make an election under Code Section 83(b) (a “Section 83(b) Election”) with respect to the Restricted Shares. Any such election must be made within thirty (30) days after the issuance of the shares. If the Grantee elects to make a Section 83(b) Election, the Grantee shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the US Internal Revenue Service. The Grantee agrees to assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election.

unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Grantee understands that the Company is under no obligation to register the Common Shares with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance.

14. Legends . A legend may be placed on any certificate(s) or other document(s) delivered to the Grantee indicating restrictions on transferability of the shares of Restricted Shares pursuant to this Agreement or any other restrictions that the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any applicable federal or state securities laws or any stock exchange on which the Common Shares are then listed or quoted.

15. Notices . Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement shall be in writing and addressed to the Grantee at the Grantee’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

16. Governing Law . This Agreement will be construed and interpreted in accordance with the laws of the State of Ohio without regard to conflict of law principles.

17. Interpretation . Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Grantee and the Company.

18. Target Award Subject to Plan . This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

19. Successors and Assigns . The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Grantee and the Grantee’s beneficiaries, executors, administrators and the person(s) to whom the Target Award or the rights relating thereto may be transferred by will or the laws of descent or distribution.

20. Severability . The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment with the Company.

22. Amendment . The Committee has the right to amend, alter, suspend, discontinue or cancel the Target Award, prospectively or retroactively; provided that , no such amendment shall adversely affect the Grantee’s material rights under this Agreement without the Grantee’s consent.

23. Section 162(m) . All payments under this Agreement are intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Code. This Award shall be construed and administered in a manner consistent with such intent.

24. Section 409A . This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code.

25. No Impact on Other Benefits . The value of the Grantee’s Target Award is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

26. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

27. Acceptance . The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions thereof, and accepts the Target Award subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Restricted Shares or disposition of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such vesting, settlement or disposition.

28. Clawback . Notwithstanding any other provisions in this Agreement or the Plan, all payments made to the Grantee pursuant to this Agreement shall be subject to recovery, deduction or clawback (collectively, “Clawback”) under any applicable law, regulation, stock exchange listing requirement requiring Clawback and under the Company’s Compensation Adjustment and Recoupment Policy (adopted by the Board on March 17, 2015), as may be amended from time to time.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

United Community Financial Corp.

Name:

Title:

Name:

Exhibit 10.3

UNITED COMMUNITY FINANCIAL CORP.

2007 LONG TERM INCENTIVE PLAN

2014 PERFORMANCE SHARE UNITS GRANT AGREEMENT

This Performance Share Unit Grant Agreement (this “Agreement”) is made and entered into as of , 2014, (the “Grant Date”) by and between United Community Financial Corp., (the “Company”) and (the “Grantee”).

WHEREAS , the Company has adopted the United Community Financial Corp. 2007 Long Term Incentive Plan (the “Plan”) pursuant to which Performance Share Units may be granted; and

WHEREAS , the Committee has determined that it is in the best interests of the Company and its shareholders to grant the award of Performance Share Units provided for herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1. Grant of Target Award and Performance Period . The Company hereby grants to the Grantee Performance Share Units (the “Target Award”). Each Performance Share Unit (“PSU”) represents the right to receive one Common Share, subject to the terms and conditions set forth in this Agreement and the Plan. The actual number of Common Shares that the Grantee earns for the Performance Period will be determined by the level of achievement of the Performance Goals in accordance with Section 2, and is referred to in this Agreement as the “Actual Award.” Capitalized terms that are used but not defined herein have the meanings ascribed to them in the Plan.

The “Performance Period” shall be the period commencing on January 1, 2014, and ending on December 31, 2016.

2. Performance Goals and Average Compensation .

Promptly following completion of the Performance Period (and no later than sixty (60) days following the end of the Performance Period), the Committee will review and certify in writing (a) whether, and to what extent, the Performance Goals for the Performance Period have been achieved, and (b) the number of Common Shares that the Grantee shall earn, if any, subject to compliance with the requirements of Section 3. Such certification shall be final, conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law.

Peer Group :

The “Peer Group” includes the following eighteen (18) organizations:


BankFinancial Corp (BFIN)		Horizon Bancorp. (HBNC)
ESB Financial Corporation (ESBF)		Lakeland Financial Corporation (LKFN)
Farmers National Banc Corp (FMNB)		LCNB Bancorp Inc. (LCNB)
Farmers & Merchants Bancorp (FMAO)		LNB Bancorp Inc. (LNBB)
First Busey (BUSE)		MainSource Financial Group, Inc. (MSFG)
First Defiance Financial Corp. (FDEF)		Mutualfirst Financial Inc. (MFSF)
First Financial Corporation (THFF)		Peoples Bancorp Inc. (PEBO)
First Mid-Illinois Bancshares (FMBH)		QCR Holdings, Inc. (QCRH)
German American Bancorp Inc. (GABC)		TriState Capital Holdings Inc. (TSC)

Performance Measures, Weightings, Goals, and Payout Calibration :

The performance measures are:

•

3-year average ROE will be weighted 33% and be evaluated relative to Peer Group performance;

•

3-year cumulative Net Income will be weighted 33% and be evaluated relative to the Company’s strategic plan goals; and

•

3-year relative Total Shareholder Return (TSR) will be weighted 34% and be evaluated relative to the Peer Group.

Performance-Payout Table:

Evaluated

Performance Goals

Performance Measure

Weight

vs.

Threshold

Target

Superior

3-year Average ROE

Peers

25th %ile

50th %ile

75th %ile

3-year Cumulative Net Income

Strategic Plan

75% of Plan

100% of Plan

125% of Plan

3-year Total Shareholder Return (rTSR)

Peers

25th %ile

50th %ile

75th %ile

Payout for Performance Level (% of Target Opportunity) ¹ :

100%

150%

¹	Note that payouts will be interpolated for performance between discrete points. For example, performance at the 65 ^th percentile of the Peer Group will result in a payout of 130% of target for the measure; performance at the 30 ^th percentile of peers will result in a payout of 20% of target.

Definitions:

•

3-year Average ROE: Return on average equity, averaged over 12 quarters from 1Q14 through 4Q16

•

3-year Cumulative Net Income: Cumulative GAAP Net Income excluding extraordinary items for the Performance Period;

•

Total Shareholder Return: stock price appreciation, plus reinvested dividends

3. Vesting of PSUs . The PSUs are subject to forfeiture until they vest. Except as otherwise provided herein, the PSUs will vest and become nonforfeitable on the date in 2017 of the performance certification subject to (a) the achievement of the minimum threshold Performance Goals for payout set forth in Section 2, and (b) the Grantee’s Continuous Service from the Grant Date through performance certification date. The Actual Award earned upon PSU vesting shall be determined by the Committee as provided in Section 2 and shall be rounded to the nearest whole Common Share. “Continuous Service” means that the Grantee’s service with the Company as an Employee is not terminated.

4. Termination of Continuous Service .

4.2 Notwithstanding Section 4.1:

(a) If the Grantee’s Continuous Service terminates during the Performance Period as a result of the Grantee’s death, Disability or Retirement, all of the outstanding PSUs will vest in accordance with Section 3, and further provided that the amount to be paid shall be determined in the manner set forth in Sections 2, as if the Grantee’s Continuous Service had not terminated; and

(b) If the Grantee’s Continuous Service terminates during the Performance Period as a result of, termination by the Company without Cause, or termination by the Grantee for Good Reason, a pro-rata portion of the outstanding PSUs shall vest in proportion to the number of months, including any partial month, elapsed in the Performance Period divided by 36, and further provided that the amount to be paid shall be determined in the manner set forth in Section 2.

“Good Reason” means the definition of “Good Reason” set forth in the Grantee’s employment agreement, or in the absence thereof, “Good Reason” means:

(a) a material reduction in the Grantee’s rate of base salary; or

(b) the Company changes by fifty (50) miles or more the principal location in which the Grantee is required to perform services; or

(d) the Company materially breaches the provisions of this Agreement.

7. Transferability . Subject to any exceptions set forth in this Agreement or the Plan, the PSUs or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee, except by will or the laws of descent and distribution, and upon any such transfer by will or the laws of descent and distribution, the transferee shall hold such PSUs subject to all of the terms and conditions that were applicable to the Grantee immediately prior to such transfer.

8. Rights as Shareholder; Dividend Equivalents .

8.1 The Grantee shall not have any rights of a shareholder with respect to the Common Shares underlying the PSUs, including voting rights. Notwithstanding the foregoing, dividends on the Common Shares underlying the PSUs, if any, paid prior to the certification date, whether in cash or in the form of additional Company Common Shares, shall accrue and be deferred and subject to forfeiture if the PSUs granted hereby do not vest with the Grantee on the performance certification date; then paid in cash or shares as applicable, subject to adjustment based upon the Actual Award paid to the Grantee.

11. Tax Liability and Withholding .

(a) tendering a cash payment;

11.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the Common Shares or the subsequent sale of any shares, and (b) does not commit to structure the Common Shares to reduce or eliminate the Grantee’s liability for Tax-Related Items.

14. Governing Law . This Agreement will be construed and interpreted in accordance with the laws of the State of Ohio without regard to conflict of law principles.

16. PSUs Subject to Plan . The Performance Share Units are in all respects subject to the terms, conditions and provisions of the Agreement and the Plan.

20. Amendment . The Committee has the right to amend, alter, suspend, discontinue or cancel the PSUs, prospectively or retroactively; provided, that , no such amendment shall adversely affect the Grantee’s material rights under this Agreement without the Grantee’s consent.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

United Community Financial Corp.

Name:

Title:

Name:

Exhibit 10.4

UNITED COMMUNITY FINANCIAL CORP.

2007 LONG TERM INCENTIVE PLAN

2014 ANNUAL INCENTIVE AWARD GRANT AGREEMENT

This 2014 Annual Incentive Award Grant Agreement (this “Agreement”) is made and entered into as of , 2014, (the “Grant Date”) by and between United Community Financial Corp., (the “Company”) and (the “Grantee”).

WHEREAS , the Company has adopted the United Community Financial Corp. 2007 Long Term Incentive Plan (the “Plan”) pursuant to which cash and Restricted Shares may be granted; and

WHEREAS , the Plan provides for Annual Bonus Awards;

WHEREAS , the Committee has determined that it is in the best interests of the Company and its shareholders to grant the Annual Bonus Award provided for herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1. Grant of Target Award and Form of Payout . The Company hereby grants to the Grantee a target award of $ (the “Target Award”). Following the end of the calendar year, the Compensation Committee will certify performance results relative to goals and determine the earned Target Award. Eighty percent (80%) of the earned Target Award will be paid in cash (the “Cash Payment”) as soon as practicable, but not later than March 15, 2015, and the remaining twenty percent (20%) will be paid in Common Shares of the Company (the “Restricted Shares”), as soon as practicable, but not later than March 15, 2015, on the terms and conditions and subject to the restrictions set forth in this Agreement and the Plan. The number of Restricted Shares earned will be determined by the closing Fair Market Value of the Common Shares on March 5, 2015. Capitalized terms that are used but not defined herein have the meanings ascribed to such terms in the Plan.

The “Performance Period” shall be the period commencing on January 1, 2014, and ending on December 31, 2014.

2. Performance Goals .

Promptly following completion of the Performance Period (and no later than sixty days following the end of the Performance Period), the Committee will review and certify in writing (a) whether, and to what extent, the Performance Goals for the Performance Period have been achieved, and (b) the amount of the Target Award that the Grantee shall earn, if any, subject to compliance with the requirements of Section 3. Such certification shall be final, conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law.

Peer Group :

The Peer Group includes the following eighteen (18) organizations:


Bank Financial Corp (BFIN)		Horizon Bancorp. (HBNC)
ESB Financial Corporation (ESBF)		Lakeland Financial Corporation (LKFN)
Farmers National Banc Corp (FMNB)		LCNB Bancorp Inc. (LCNB)
Farmers & Merchants Bancorp (FMAO)		LNB Bancorp Inc. (LNBB)
First Busey (BUSE)		MainSource Financial Group, Inc. (MSFG)
First Defiance Financial Corp. (FDEF)		Mutualfirst Financial Inc. (MFSF)
First Financial Corporation (THFF)		Peoples Bancorp Inc. (PEBO)
First Mid-Illinois Bancshares (FMBH)		QCR Holdings, Inc. (QCRH)
German American Bancorp Inc. (GABC)		TriState Capital Holdings Inc. (TSC)

Net Income Requirement :

The Target Award shall be forfeited and no amount of such Award shall be paid if the Company does not report positive net income for the 2014 fiscal year, calculated in accordance with GAAP, but adjusted to exclude the effect of extraordinary items. If this requirement is met, the Target Award will be calculated as described below.

Performance Measures, Weightings, Goals, and Payout Calibration :

The Compensation Committee has identified six financial performance measures that are aligned with the Company’s goals. Each of the six performance measures has a weighting ranging from 10% to 30%, as set forth in the table below. The Company’s results on four of the six measures will be evaluated relative to the Peer Group, as set forth in the table below. The other measures (Net Income and Net Loan Growth) will be evaluated relative to the Board-approved annual budget.

Performance-Payout Table:

Evaluated

Performance Goals

Performance Measure

Weight

Vs.

Threshold

Target

Superior

Core ROAA

Peers

25th %ile

50th %ile

75th %ile

Net Income ($MM)

Budget

75% of
Budget

100% of
Budget

125% of
Budget

Net Loan Growth ($MM)

Budget

75% of
Budget

100% of
Budget

125% of
Budget

Core Deposit Growth

Peers

25th %ile

50th %ile

75th %ile

Efficiency Ratio

Peers

25th %ile

50th %ile

75th %ile

Non-Performing Assets

Peers

25th %ile

50th %ile

75th %ile

Payout for Performance Level (% of Target Opportunity) ¹ :

100%

200%

¹	Note that payouts will be interpolated for performance between discrete points. For example, performance at the 65 ^th percentile of the Peer Group will result in a payout of 160% of target; performance at the 30 ^th percentile of peers will result in a payout of 20% of target.

Definitions:

•

%ile: Percentile Rank within defined Peer Group

•

“Core” ROAA: GAAP performance excluding extraordinary items

•

Net Income: GAAP Net Income excluding extraordinary items

•

Net Loan Growth: Net loan growth projected in the budget compared to actual net loan growth from January 1 – December 31

•

Core Deposit Growth: Total Deposits less time deposits

•

Efficiency Ratio: Operating Expense divided by Operating Revenue

•

Non-Performing Assets: Total NPAs divided by Average Total Assets

3. Vesting

3.1 Vesting of Restricted Shares . The Restricted Shares earned shall be subject to risk of forfeiture depending on Continuous Service until they vest. In order to be earned the Grantee must be a Company Employee on February 24, 2015, the date the Compensation Committee certified performance for the Performance Period. Except as otherwise provided herein, the Restricted Shares shall vest and no longer be subject to risk of forfeiture over a three year period beginning in 2014 and ending on February 24, 2017. Provided that the Grantee’s period of Continuous Service has not ended before the respective February 24 ^th anniversary dates in 2015, 2016 and 2017, the Restricted Shares will vest in equal one-third (1/3) increments each year (each an “anniversary date”). The period over which the Restricted Shares vest is referred to as the “Restricted Period.” “Continuous Service” means that the Grantee’s service with the Company as an Employee is not terminated.

3.2 Vesting of the Cash Payment . The portion of the Target Award which constitutes the Cash Payment shall be vested on February 24, 2015, the date the Compensation Committee certified performance for the Performance Period.

4. Termination of Continuous Service .

4.2 Notwithstanding Section 4.1, if the Grantee’s Continuous Service terminates before the Target Award has vested as a result of the Grantee’s death, Disability or Retirement, the Target Award shall vest in accordance with Section 3 as if the Grantee’s Continuous Service had not terminated. Notwithstanding Section 4.1, if the Grantee’s Continuous Service terminates before the Target Award has vested as a result of termination by the Company without Cause, or termination by the Grantee for Good Reason, a pro rata portion of the unvested Target Award shall vest in proportion to the number of months, including any partial month, elapsed in the Restricted Period divided by 3.

“Good Reason” means the definition of “Good Reason” set forth in the Grantee’s employment agreement, or in the absence thereof, “Good Reason” means:

(a) a material reduction in the Grantee’s rate of base salary; or

(b) the Company changes by fifty (50) miles or more the principal location in which the Grantee is required to perform services; or

(d) the Company materially breaches the provisions of this Agreement.

8. Rights as Shareholder; Dividends .

8.1 The Grantee shall be the record owner of the Restricted Shares until the Common Shares are sold, forfeited or otherwise disposed of, and shall be entitled to all of the rights of a shareholder of the Company including, without limitation, the right to vote such shares and receive all dividends or other distributions paid with respect to such shares. Dividends on the Restricted Shares, if any, paid prior to the vesting of such Restricted Shares, whether cash or in the form of additional Company Common Shares, shall be deferred and subject to forfeiture if the Restricted Shares issued to the Grantee do not vest.

10. Adjustments . On any change in the number or kind of outstanding Common Shares of the Company by reason of recapitalization, merger, consolidation, reorganization, separation, liquidation, share split, share dividend, combination of shares or any other change in the corporate structure or Common Shares of the Company, the Company, by action of the Committee, is empowered to make such adjustment, if any, in the number and kind of Common Shares subject to this Agreement as it considers appropriate for the protection of the Company and of the Grantee.

11. Tax Liability and Withholding .

11.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Shares and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means:

(a) tendering a cash payment;

11.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Shares or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Shares to reduce or eliminate the Grantee’s liability for Tax-Related Items.

13. Compliance with Law . The issuance and transfer of Common Shares shall be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Common Shares may be listed. No Common Shares shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Grantee understands that the Company is under no obligation to register the Common Shares with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance.

16. Governing Law . This Agreement will be construed and interpreted in accordance with the laws of the State of Ohio without regard to conflict of law principles.

21. Discretionary Nature of Plan . The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Target Award in this Agreement does not create any contractual right or other right to receive any Target Award or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment with the Company.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

United Community Financial Corp.

Name:

Title:

Name: