Harrison. Herman J. Zueck ------------------------------- Bruce E. Hall
Harrison. The purpose of the Existing Change in Control Agreements is to secure the continued service and dedication of the executives in the event of an actual or threatened “Change in Control,” as defined in the Existing Change in Control Agreements. The merger is a Change in Control under the Existing Change in Control Agreements. Each Existing Change in Control Agreement has a “double trigger” feature which provides that in the event the executive’s employment is terminated by MainSource other than for “Cause” (as defined in the Agreement) or by the executive for “Good Reason” (as defined in the Agreement) in connection with or within 12 months of a Change in Control of MainSource, the executive will be entitled to receive certain specified cash benefits and continuation of medical, dental, accident, disability and life insurance benefits for the executive and his or her dependents for a period of 12 months following the executive’s date of termination. As discussed below under “Employment Agreement with Archie M. Brown, Jr.”, Mr. Brown has entered into an employment agreement with First Financial and the other executive officers of MainSource have entered into severance and change in control agreements with First Financial. These agreements with First Financial will become effective only if the merger is consummated. If the merger is consummated and these new agreements with First Financial become effective, the Existing Change in Control Agreements with MainSource will be terminated and the executive officers will have waived all benefits under these agreements. The estimated aggregate amount that would be payable to MainSource’s current executive officers under the Existing Change in Control Agreements, if such benefits had not been waived (assuming a closing date of October 17, 2017 and that each executive officer experienced a qualifying termination at the closing of the merger) is $4,883,892 without taking into account any reduction which would be required under the Existing Change in Control Agreements to avoid being characterized as an “excess parachute payment” under section 280G of the Code. Employment Agreement with Archie M. Brown, Jr. On July 25, 2017, pursuant to the terms of the merger agreement, First Financial entered into an Employment and Non-Competition Agreement with Mr. Brown, effective upon consummation of the merger, pursuant to which Mr. Brown will serve as the Chief Executive Officer and President of each of First Financial and First Fi...
Harrison. These offers of employment provide for a base salary, target annual incentive compensation and standard benefits. Each of the above-referenced offers of employment is conditioned upon (i) closing of the merger, (ii) continued employment by the offeree through the effective time of the merger, (iii) execution of the below-referenced Severance and Change in Control Agreements, and (iv) appropriate ratification by the board of directors and compensation committee of the surviving corporation. Change in Control Agreements with MainSource Executive Officers
Harrison. In connection with the above-referenced offers of employment, First Financial entered into a Severance and Change in Control Agreement (which, similar to the identical agreements offered to First Financial executive officers, we refer to as CIC Agreements) with Ms. Woods and Mr.
Harrison. Each CIC Agreement will become effective only if (i) the merger consummates, and (ii) the individual continues to be employed by MainSource Bank immediately before consummation of the merger. Pursuant to such agreements, if and when the CIC Agreements become effective, the Existing Change in Control Agreements between MainSource and the executive officers will be terminated and the executive officers will have waived all benefits thereunder. The CIC Agreements have an initial term ending on April 30, 2019, subject to automatic successive one-year renewals after the initial term unless a party to CIC Agreement provides written notice of non-renewal to the other party as specified in the CIC Agreement. In the event the employee party to the CIC Agreement is terminated by First Financial for a reason other than Cause, Disability of the employee party, or death of the employee party and such termination is not in connection with a Change in Control (as each such term is defined in the CIC Agreement), such employee shall be entitled to (i) a severance payment equal to 24 months base salary, (ii) a short-term bonus payment equal to the lesser of (a) two times the executive’s target annual short-term incentive plan bonus, or (b) two times the average of the three most recent actual annual bonus awards paid (or payable) to the executive by First Financial or MainSource; provided, however that for any year in which an executive is not deemed a covered executive (for purposes of Section 162(m) of the Code), such executive shall be entitled to receive a short term bonus payment equal to two times the executive’s target annual short-term incentive plan bonus in effect for the year of termination, (iii) outplacement assistance, and (iv) subject to certain terms and conditions, COBRA coverage. If, immediately prior to a Change in Control or during the one year period that commences upon a Change in Control, First Financial terminates the employee party for a reason other than Cause, Disability of the employee party, or death of the employee party, or the employee party resigns from employment for Good Reason (as such term is defined in the CIC Agreement), then such employee shall be entitled to (i) a severance payment equal to 24 months base salary, (ii) a short-term bonus payment equal to two times the executive’s target annual short-term incentive plan bonus in effect for the year of termination, (iii) outplacement assistance, and (iv) subject to certain terms and con...
Harrison. I designate the following as beneficiary of any xxxxx xxxxxxxx xxxer this Salary Continuation Agreement: [If you name more than one primary or contingent beneficiary, clearly state the percentage of the death benefit each beneficiary is to receive.]
