October 29, 2002
Mr. James R. Whitaker
432 Heathgate Road
Cincinnati, Ohio 45255
Dear Jim:
I am pleased to confirm the following employment offer:
1. Annualized Salary: $250,000
2. Performance Bonus
(for 2003): 100,000 with the first year guaranteed (2003 payable in February 2004)
3. Stock Options: 30,000 Provident Financial Group (PFGI) options under the 1997 Employee Stock Option
Plan, with 5 year vesting schedule, 10 year term. Immediate vesting in the event of a
change in control of PFGI (the dissolution or liquidation of PFGI or any merger, other
than a merger for the purpose of the redomestication of PFGI not involving a change in
control, consolidation, exchange or other transaction in which PFGI is not the surviving
corporation or in which the outstanding shares of PFGI area converted into cash, other
securities or other property).
4. Signing Bonus: $50,000 to vest in equal annual installments on the first three start date
anniversaries. The signing bonus will vest immediately in the event of a change in
control of PFGI (as defined above). All unvested amounts shall be immediately repaid to
the Provident by you in the event of the termination of your employment for any reason
other than termination without cause by Provident, or your death or permanent total
disability as determined pursuant to the Provident's Long Term Disability Plan.
5. Title: Executive Vice President, General Counsel
Mr. James R. Whitaker
October 29, 2002
Page Two (2)
6. Change in Control: If any change in control (as defined above) occurs during the 3 year period following
your start date, your base salary and performance bonus is guaranteed for the greater of
(i) the remainder of such 3 year period or (ii) twelve months following the effective
date of change in control. In the event of a change in control following the third
anniversary of the start date, your base salary and performance bonus is guaranteed for
a twelve month period following the effective date of change in control.
7. Benefits: All rights and privileges as provided to all Bank employees generally (feel free to
contact Debbie Strawser, Senior Vice President, Human Resources at 763-4083).
8. Deferred Compensation
Plan: Eligible January 1, 2003
9. SERP: Eligible upon hire.
10. Vacation: 4 weeks
11. Drug Test & Bondability: Offer contingent upon passing the drug exam and bondability.
Jim, I look forward to your joining us on Monday, December 2, 2002. If you agree with the terms of this offer, please sign
below and return a copy to me.
Sincerely,
/s/Robert L. Hoverson
Robert L. Hoverson
AGREED AND ACCEPTED:
/s/James R. Whitaker
James R. Whitaker
Date: 10/30/2002
