Agreement Relating to R. Michael Wilbourn Employment Agreement and Release
Exhibit
10.2
Agreement Relating to R.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Employment Agreement and
Release
This
Agreement Relating to the Employment Agreement of R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and
Release (“Agreement and Release”) is made and executed as of the 25th day of
March, 2008, by and between R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, an individual (“Employee”), and
1st
Independence Financial Group, Inc., a Delaware corporation (“1st
Independence Financial”), and joined in by 1st
Independence Bank, Inc., a Kentucky banking corporation (the
“Bank”). 1st
Independence Financial and the Bank may sometimes be referred to herein together
as “1st
Independence”.
Recitals
A. MainSource
Financial Group, Inc., an Indiana corporation (“MainSource”), 1st
Independence Financial and the Bank entered into an Agreement and Plan of
Merger, dated as of February 26, 2008 (the “Merger Agreement”), concerning the
merger of 1st
Independence Financial with and into MainSource (the “Merger”).
B. Subject
to and contingent upon the consummation of the Merger, Section 5.18(b) of the
Merger Agreement provides for the payment by 1st
Independence to Employee of a cash sum equal to the amount payable to Employee
under Section 8(e) of the Employment Agreement dated as of July 9, 2004, as
amended, by and between Employee and 1st
Independence Financial and joined into by the Bank (the “Employment Agreement”),
subject to any reduction required by such Section 8(e) of such Employment
Agreement (the "Consideration").
C. Section
5.18(b) of the Merger Agreement requires 1st
Independence and Employee to execute this Agreement and Release on or before
March 27, 2008.
Agreement
1. Employee
agrees that upon payment to him in full of the Consideration at the Effective
Time (as defined in the Merger Agreement), the Employment Agreement shall
thereby be terminated and without further force and effect.
2. Employee
agrees to accept the Consideration in lieu of any amounts that might otherwise
be payable to him, and benefits to which he would otherwise be entitled, under
the Employment Agreement.
3. Effective
as of the time specified in Section 1 of this Agreement and Release, Employee
hereby releases and forever discharges 1st
Independence and its successors and assigns, including without limitation
MainSource (individually, a “Releasee” and collectively, “Releasees”), from any
and all claims, demands, proceedings, causes of action, orders, obligations,
contracts, agreements, debts and liabilities whatsoever, whether known or
unknown, suspected or unsuspected, both at law and in equity, which Employee now
has, has ever had or may hereafter have against the respective Releasees arising
contemporaneously with or prior to
a. Employee’s
right to receive the Consideration under this Agreement and
Release;
b. The
benefits and rights accruing to Employee under the Merger Agreement and the
transactions contemplated thereby in Employee’s capacities as a holder of shares
of 1st
Independence Common Stock and/or a holder of 1st
Independence Stock Options (including without limitation Article II of the
Merger Agreement) and/or as an officer or director of 1st
Independence (including without limitation Sections 6.06 and 11.08 of the Merger
Agreement);
c. Employee’s
rights through and until the Closing Date to continue to be paid the
compensation provided for in the Employment Agreement and to continue to
participate in the employee benefit, retirement, and compensation plans and
other perquisites provided for in such Employment Agreement or otherwise by
1st
Independence. Any benefits payable under insurance, health, retirement and bonus
plans through the Closing Date will be paid when due under those plans;
and
d. Employee’s
rights to the term life insurance policy issued by West Coast Life with respect
to Employee, the ownership (and, to the extent 1st
Independence is the beneficiary, the beneficiaries) of which 1st
Independence agrees to transfer to Employee on or prior to the Effective
Time.
4. No
amendments or additions to this Agreement and Release shall be binding unless
made in writing and signed by the parties hereto.
5. If for
any reason the Merger is not consummated, this Agreement and Release shall be
null and void and of no force or effect.
6. This
Agreement and Release shall be governed by the laws of the State of
Indiana.
[signature
page follows]
IN
WITNESS WHEREOF, 1st
Independence Financial, the Bank and Employee have caused this Agreement and
Release to be executed as of the day and year first written above.
“1st
Independence Financial”
1ST
INDEPENDENCE FINANCIAL GROUP, INC.
By:
/s/ N. ▇▇▇▇▇▇▇
▇▇▇▇▇
N.
▇▇▇▇▇▇▇ ▇▇▇▇▇, President and CEO
“Bank”
1ST
INDEPENDENCE BANK, INC.
By:
/s/ N. ▇▇▇▇▇▇▇
▇▇▇▇▇
N.
▇▇▇▇▇▇▇ ▇▇▇▇▇, President and CEO
“Employee”
/s/
R. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
R.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇