Exhibit 10.2 Employment Agreement for Norman L. Lowery
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), entered into and effective
as of the 1st day of January, 2002 (the "Effective Date"), by and between Terre
Haute First National Bank (the "Bank") and Norman L. Lowery (the "Employee").
WHEREAS, the Employee has heretofore been employed by the Bank as its
President and Chief Executive Officer and has performed valuable services for
the Bank; and
WHEREAS, the Board of Directors of the Bank (the "Board") believes it is
in the best interest of the Bank to enter into this Agreement with the Employee
in order to assure continuity of management of the Bank to reinforce and
encourage the continued attention and dedication of the Employee to his assigned
duties; and
WHEREAS, the parties desire by this writing to set forth the continuing
employment relationship between the Bank and the Employee.
NOW, THEREFORE, in consideration of the premises contained herein and
for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Employee and the Bank agree as follows:
1. Employment. The Employee is employed as the President and Chief
Executive Officer of the Bank. The Employee shall render such administrative and
management services for the Bank as are currently rendered and as are currently
performed by persons situated in a similar executive capacity. The Employee
shall also promote, by entertainment or otherwise, as and to the extent
permitted by law, the business of the Bank. The Employee's other duties shall be
such as the Board may, from time to time, reasonably direct, including normal
duties as an officer of the Bank. During the term of this Agreement, the
Employee shall be nominated and elected to serve as a Director of the Bank or of
any successor to the Bank.
2. Base Compensation. The Bank agrees to pay the Employee during the
term of this Agreement a base salary at the rate of $371,800 per annum, payable
in cash not less frequently than monthly. Such base salary shall be effective
and calculated commencing as of the Effective Date. The Bank may consider and
declare from time to time increases in the base salary it pays the Employee.
Prior to a Change in Control (as hereinafter defined), the Bank may also declare
decreases in the base salary it pays the Employee if the operating results of
the Bank are significantly less favorable than those for the fiscal year ending
December 31, 2001, and the Bank makes similar decreases in the base salary it
pays to other executive officers of the Bank. After a Change in Control, the
Bank shall consider and declare salary increases in base salary based upon the
following standards:
Inflation;
Adjustments to the base salaries of other senior management personnel;
Past performance of the Employee; and
The contribution which the Employee makes to the business and profits of
the Bank during the term of this Agreement.
3. Bonuses. The Employee shall participate in any year end bonus granted
to other employees by the Board. The Employee shall further participate in an
equitable manner with all other senior management employees of the Bank in any
discretionary bonuses that the Board may award from time to time to the Bank's
senior management employees. No other compensation provided for in this
Agreement shall be deemed a substitute for the Employee's right to participate
in such discretionary bonuses.
4. Benefits.
(a) Participation in Retirement, Medical and Other Benefit Plans.
During the term of this Agreement, the Employee shall be eligible to
participate in the following benefit plans; group hospitalization,
disability, health, dental, sick leave, retirement, supplemental
retirement, pension, 401(k), employee stock ownership plan, and all
other present or future qualified and/or nonqualified plans provided by
the Bank generally, or to executive officers of the Bank, which
benefits, taken as a whole, must be at least as favorable as those in
effect on the Effective Date, unless the continued operation of such
plans or changes in the accounting, legal or tax treatment of such plans
would adversely affect the Bank's operating results or financial
condition in a material way, and the Board concludes that modifications
to such plans are necessary to avoid such adverse effects and such
modifications apply consistently to all employees of the Bank
participating in the affected plans. In addition, the Employee shall be
eligible to participate in any fringe benefits which are or may become
available to the Bank's senior management employees, including, for
example, any stock option or incentive compensation (including, but not
limited to the First Financial Corporation 2001 Long-Term Incentive Plan
("LTIP")) or performance-based plans, any insurance programs (including,
but not limited to, any group and executive life insurance programs),
and any other benefits which are commensurate with the responsibilities
and functions to be performed by the Employee under this Agreement. All
the employee benefits referenced in this Section 4(a) are collectively
referred to hereinafter as "Employee Benefits."
(b) Benefits After Retirement. Upon retirement of the Employee
during the term of this Agreement, the Bank agrees to continue, at no
greater cost to Employee than is generally allocated to all employees,
full coverage for the Employee, his spouse and his children living in
his household under the health, life and disability plans as adopted by
the Bank which shall be no less favorable than those in effect on the
Effective Date of this Agreement. The Bank agrees to continue such
health coverage until both the Employee and his spouse are eligible for
coverage by Medicare. When both the Employee and his spouse become
eligible for Medicare coverage, the Bank agrees to pay for supplemental
coverage for both the Employee and his spouse until the death of the
Employee and his spouse. The Employee shall be entitled to a life
insurance policy on his life in the maximum amount established by the
group life insurance plan from time to time which amount shall be no
less than the limit on the Effective Date of three times his annual
salary (subject to a $350,000 maximum), provided at the Bank's cost. The
Employee shall also be entitled to a life insurance policy on his life
in the amount established by the Bank's insurance program for executive
officers from time to time. The Bank shall continue to pay to the
Employee the annual premiums, which are required to keep the life
insurance policy in force, on behalf of the Employee pursuant to the
Bank's insurance program for executive officers.
(c) Expenses and Membership. The Employee shall be reimbursed for
all reasonable out-of-pocket business expenses which he shall incur in
connection with his services under this Agreement, upon substantiation
of such expenses in accordance with the policies of the Bank. In
addition, the Employee shall be reimbursed for all reasonable
out-of-pocket expenses incurred by him to satisfy his continuing legal
education requirements for his license to practice law in the State of
Indiana. So long as the Employee is employed by the Bank pursuant to
this Agreement, the Employee shall be entitled to continue his
memberships in the American, Indiana and Terre Haute Bar Associations,
the American and Indiana Trial Lawyers Associations and the Country Club
of Terre Haute, and Bank shall continue to pay or reimburse the Employee
for the dues and assessments for such memberships.
(d) Automobile. So long as the Employee is employed by the Bank
pursuant to this Agreement, the Employee shall be entitled to continue
to use a Bank-owned automobile of commensurate quality and value as that
presently used by him on the same terms and conditions in effect with
respect to such use on the Effective Date of this Agreement. The Bank
shall provide and pay the premiums for full insurance coverage on the
automobile. Such insurance coverage shall be no less than the coverage
provided on the Effective Date of this Agreement. The Bank shall also
pay for the cost of maintenance and repair of the automobile. All
benefits referenced in this Section 4(d) are collectively referred to
hereinafter as "Automobile Benefits."
(e) Vacation, Sick Leave and Disability. The Employee shall be
entitled to thirty (30) days vacation annually and shall be entitled to
the same sick leave and disability leave as other employees of the Bank.
The Employee shall not receive any additional compensation from
the Bank on account of his failure to take a vacation or sick leave, and
the Employee shall not accumulate unused vacation or sick leave from one
fiscal year to the next, except in either case to the extent authorized
by the Board or permitted for other employees of the Bank.
In addition to the aforesaid paid vacations, the Employee shall
be entitled, without loss of pay, to absent himself voluntarily from the
performance of his employment with the Bank for such additional periods
of time and for such valid and legitimate reasons as the Board may in
its discretion determine and to attend the continuing legal education
seminars contemplated by Section 4(c) hereof. Further, the Board may
grant to the Employee a leave or leaves of absence, with or without pay,
at such time or times and upon such terms and conditions as such Board
in its discretion may determine.
(f) Other Policies. All other matters relating to the employment
of the Employee by the Bank not specifically addressed in this Agreement
shall be subject to the general policies regarding employees of the Bank
as in effect from time to time.
5. Term of Employment. The Bank hereby employs the Employee, and the
Employee hereby accepts such employment under the terms of this Agreement, for
the period commencing on the Effective Date and ending sixty months thereafter
(or such earlier date as is determined in accordance with Section 8).
Additionally, on each annual anniversary date from the Effective Date, the
Employee's term of employment shall be extended for an additional one-year
period beyond the then effective expiration date, provided the Board determines
in a duly adopted resolution that this Agreement shall be extended. Only those
members of the Board who have no personal interest in this Agreement shall
discuss and vote on the approval, subsequent review and extension of this
Agreement. The initial term of this Agreement and all extensions thereof are
hereinafter referred to individually and collectively as the "Term."
6. Covenants.
(a) Loyalty.
(i) During the period of his employment hereunder and
except for illnesses, reasonable vacation periods, and reasonable
leaves of absence, the Employee shall devote all of his full
business time, attention, skill and efforts to the faithful
performance of his duties hereunder; provided, however, from time
to time, the Employee may serve on the Boards of Directors of,
and hold any other offices or positions in, companies or
organizations, and may perform legal services either directly or
as a result of an of counsel or analogous position with a law
firm for clients which will not present any conflict of interest
with the Bank or any of its subsidiaries or affiliates, or
unfavorably affect the performance of Employee's duties pursuant
to this Agreement, or will not violate any applicable statute or
regulation. "Full business time" is hereby defined as that amount
of time usually devoted to like companies by similarly situated
executive officers. During the term of his employment under this
Agreement, the Employee shall not engage in any business or
activity contrary to the business affairs or interests of the
Bank, or be gainfully employed in any other position or job other
than as provided above.
(ii) Nothing contained in this Section 6 shall be deemed
to prevent or limit the Employee's right to invest in the capital
stock or other securities of any business dissimilar from that of
the Bank, or, solely as a passive or minority investor, in any
business.
(b) Nonsolicitation. The Employee hereby understands and
acknowledges that, by virtue of his position with the Bank, he will have
advantageous familiarity and personal contacts with the Bank's
customers, wherever located, and the business, operations and affairs of
the Bank. Accordingly, while the Employee is employed by the Bank, and
at all locations for a period of one (1) year after
termination of the Employee's employment with the Bank for any reason
(whether with or without cause or whether by the Bank or the Employee)
or the expiration of the Term, the Employee shall not, directly or
indirectly, or individually or jointly, (i) solicit in any manner, seek
to obtain or service the business of any party which is a customer of
the Bank at the time of such termination or any party which was a
customer of the Bank during the one (1) year period immediately
preceding such termination, (ii) request or advise any customers or
suppliers of the Bank to terminate, reduce, limit or change their
business or relationship with the Bank, or (iii) induce, request or
attempt to influence any employee of the Bank to terminate his
employment with the Bank.
For purposes of this Agreement, the term "solicit" means any
direct or indirect communication of any kind whatsoever, regardless of
by whom initiated, which encourages or requests any person or entity, in
any manner, to cease doing business with the Bank.
(c) Noncompetition. During the period of his employment
hereunder, and for a period of two (2) years following the termination
hereof, the Employee shall not, directly or indirectly:
(i) as owner, officer, director, stockholder, investor,
proprietor, organizer or otherwise, engage in the same
trade or business as the Bank, as conducted on the date
hereof, which would conflict with the interests of the
Bank or in a trade or business competitive with that of
the Bank, which would conflict with the interests of the
Bank, as conducted on the date hereof; or
(ii) offer or provide employment (whether such employment is
with the Employee or any other business or enterprise),
either on a full-time or part-time or consulting basis, to
any person who then currently is, or who within one (1)
year prior to such offer or provision of employment has
been, a management-level employee of the Bank. This
subsection 6(c)(ii) shall only apply in the event the
Employee voluntarily terminates his employment with the
Bank.
The restrictions contained in this paragraph upon the activities
of the Employee following termination of employment shall be limited to
the following geographic areas (hereinafter referred to as "Restricted
Geographical Area"):
(1) Terre Haute, Indiana; and
(2) The thirty mile radius of Terre Haute, Indiana.
Nothing contained in this Section 6(c) shall prevent the Employee
from engaging in the practice of law within the Restricted Geographical
Area. In addition, nothing contained in this Section 6(c) shall prevent
or limit the Employee's right to invest in the capital stock or other
securities of any business dissimilar from that of the Bank, or, solely
as a passive or minority investor, in any business.
If the Employee does not comply with the provisions of this
Section 6, the two (2) year period of non-competition provided herein
shall be tolled and deemed not to run during any period(s) of
noncompliance, the intention of the parties being to provide two (2)
full years of non-competition by the Employee after the termination or
expiration of this Agreement.
(d) Nondisclosure. The term "Confidential Information" as used
herein shall mean any and all customer lists, computer hardware,
software and related material, trade secrets (as defined in I.C.
24-2-3-2), know-how, skills, knowledge, ideas, knowledge of customer's
commercial requirements, pricing methods, sales and marketing
techniques, dealer relationships and agreements, financial information,
intellectual property, codes, research, development, research and
development programs, processes, documentation, or devices used in or
pertaining to the Bank's business (i) which relate in any way to the
Bank's business, products or processes; or (ii) which are discovered,
conceived, developed or reduced to
practice by the Employee, either alone or with others either during the
Term, at the Bank's expense, or on the Bank's premises.
(i) During the course of his services hereunder the
Employee may become knowledgeable about, or become in possession
of, Confidential Information. If such Confidential Information
were to be divulged or become known to any competitor of the Bank
or to any other person outside the employ of the Bank, or if the
Employee were to consent to be employed by any competitor of the
Bank or to engage in competition with the Bank, the Bank would be
irreparably harmed. In addition, the Employee has or may develop
relationships with the Bank's customers which could be used to
solicit the business of such customers away from the Bank. The
Bank and the Employee have entered into this Agreement to guard
against such potential harm.
(ii) The Employee shall not, directly or indirectly, use
any Confidential Information for any purpose other than the
benefit of the Bank or communicate, deliver, exhibit or provide
any Confidential Information to any person, firm, partnership,
corporation, organization or entity, except as required in the
normal course of the Employee's service as a consultant or as an
employee of the Bank. The covenant contained in this Section 6(d)
shall be binding upon the Employee during the Term and following
the termination hereof until either (i) such Confidential
Information becomes obsolete; or (ii) such Confidential
Information becomes generally known in the Bank's trade or
industry by means other than a breach of this covenant.
(iii) The Employee agrees that all Confidential
Information and all records, documents and materials relating to
such Confidential Information, shall be and remain the sole and
exclusive property of the Bank.
(e) Remedies. The Employee agrees that the Bank will suffer
irreparable damage and injury and will not have an adequate remedy at
law in the event of any breach by the Employee of any provision of this
Section 6. Accordingly, in the event the Bank seeks, under law or in
equity, a temporary restraining order, permanent injunction or a decree
of specific performance of the provisions of this Section 6, no bond or
other security shall be required. The Bank shall be entitled to recover
from the Employee, reasonable attorneys' fees and expenses incurred in
any action wherein the Bank successfully enforces the provisions of this
Section 6 against the breach or threatened breach of those provisions by
the Employee.
(i) The Employee and the Bank acknowledge and agree that
in the event of termination of this Agreement for any reason
whatsoever, the Employee can obtain other engagements or
employment of a kind and nature similar to that contemplated
herein outside the Restricted Geographical Area and that the
issuance of an injunction to enforce the provisions of this
Section 6 will not prevent him from earning a livelihood.
(ii) The covenants on the part of the Employee contained
in this Section 6 are essential terms and conditions to the Bank
entering into this Agreement, and shall be construed as
independent of any other provision in this Agreement.
(f) Surrender of Records. Upon termination of the Employee's
employment for any reason, the Employee shall immediately surrender to
the Bank any and all computer hardware, software and related materials,
records, notes, documents, forms, manuals, photographs, instructions,
lists, drawings, blueprints, programs, diagrams or other written or
printed material (including any and all copies made at any time
whatsoever) in his possession or control which pertain to the business
of the Bank or its affiliates including any Confidential Information in
the Employee's personal notes, address books, calendars, rolodexes,
personal data assistants, etc.
7. Standards. The Employee shall perform his duties under this
Agreement in accordance with such reasonable standards as the Board may
establish from time to time. The Bank will provide the Employee with the working
facilities and staff commensurate with his position or positions and necessary
or advisable for him to perform his duties.
8. Termination and Termination Pay. Subject to Section 10 hereof,
the Employee's employment hereunder may be terminated under the following
circumstances:
(a) Death. The Employee's employment shall terminate upon his
death during the Term of this Agreement, in which event the Employee's
estate or designated beneficiaries shall be entitled to receive the base
salary, bonuses, vested rights, and Employee Benefits due the Employee
through the last day of the calendar month in which his death occurred.
Any benefits payable under insurance, health, retirement, bonus,
incentive (including, but not limited to, the LTIP), performance or
other plans as a result of the Employee's participation in such plans
through such date shall be paid when due under those plans.
(b) Disability.
(i) The Bank may terminate the Employee's employment, as a
result of the Employee's Disability, in a manner consistent with
the Bank's and the Employee's rights and obligations under the
Americans with Disabilities Act or other applicable state and
federal laws concerning disability. For the purpose of this
Agreement, "Disability" means a physical or mental condition
which substantially limits the Employee's ability to perform the
essential functions of his position and which results in the
Employee becoming eligible for long-term disability benefits
under the Bank's long-term disability plan.
(ii) During any period that the Employee shall receive
disability benefits and to the extent that the Employee shall be
physically and mentally able to do so, he shall furnish such
information, assistance and documents so as to assist in the
continued ongoing business of the Bank.
(iii) In the event of Employee's termination of employment
by the Bank due to Disability, the Employee shall be entitled to
receive the base salary, bonuses, vested rights, and Employee
Benefits due the Employee through his date of termination. Any
benefits payable under insurance, health, retirement, bonus,
incentive (including, but not limited to, the LTIP), performance
or other plans as a result of Employee's participation in such
plans through such date of termination shall be paid when due
under those plans.
(c) Just Cause. The Board may, by written notice to the Employee,
immediately terminate his employment at any time, for Just Cause. The
Employee shall have no right to receive any base salary, bonuses or
other Employee Benefits, except as provided by law, whatsoever for any
period after his termination for Just Cause. However, the vested rights
of the Employee as of his date of termination shall not be affected.
Termination for "Just Cause" shall mean termination because of:
An intentional act of fraud, embezzlement, theft, or personal
dishonesty; willful misconduct, or breach of fiduciary duty
involving personal profit by the Employee in the course of his
employment or director service. No act or failure to act shall
be deemed to have been intentional or willful if it was due
primarily to an error in judgment or negligence. An act or
failure to act shall be considered intentional or willful if
it is not in good faith and if it is without a reasonable
belief that the action or failure to act is in the best
interest of the Bank;
(ii) Intentional wrongful damage by the Employee to the
business or property of the Bank, causing material harm to the
Bank;
(iii) Breach by the Employee of any confidentiality or
non-disclosure agreement in effect from time to time with the
Bank;
(iv) Gross negligence or insubordination by the Employee in
the performance of his duties;
(v) Removal or permanent prohibition of the Employee from
participating in the conduct of Bank's affairs by an order issued
under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance
Act, 12USC1818(e)(4) and (g)(1).
Notwithstanding the foregoing, in the event of termination for
Just Cause there shall be delivered to the Employee a copy of a
resolution duly adopted by the affirmative vote of not less than a
majority of the entire membership of the Board at a meeting of the Board
called and held for that purpose (after reasonable notice to the
Employee and an opportunity for the Employee, together with the
Employee's counsel, to be heard before the Board), such meeting and the
opportunity to be heard to be held prior to, or as soon as reasonably
practicable following, termination, but in no event later than 60 days
following such termination, finding that in the good faith opinion of
the Board the Employee was guilty of conduct constituting Just Cause and
specifying the particulars thereof in detail. If, following such
meeting, the Employee is reinstated, he shall be entitled to receive the
base salary, bonuses, all Employee Benefits, and all other fringe
benefits provided for under this Agreement for the period following
termination and continuing through reinstatement as though he was never
terminated.
(d) Without Just Cause. The Board may, by written notice to the
Employee, immediately terminate his employment at any time for a reason other
than Just Cause, in which event the Employee shall be entitled to receive the
following compensation and benefits (unless such termination occurs within the
time period set forth in Section 10(a) hereof, in which event the benefits and
compensation provided for in Section 10 shall apply):
(i) the base salary provided pursuant to Section 2 hereof as
in effect on the date of termination, through the
Expiration Date of this Agreement as determined pursuant
to Section 5 hereof (including any renewal or extension
of this Agreement) (the "Expiration Date");
(ii) an amount equal to the bonuses received by or payable to
the Employee in the calendar year prior to the calendar
year in which the Employee is terminated, for each year
remaining through the Expiration Date; and
(iii) at the Employee's election, either:
(A) cash in an amount equal to the cost to the
Employee of obtaining all Employee Benefits (as defined in
Section 4(a)) and health insurance coverage for the Employee, his
spouse and child living in the Employee's household and medicare
supplement insurance, and life insurance (as described in Section
4(b)), professional and club dues, the cost of Employee's
continuing legal education requirements, all Automobile Benefits
(as defined in Section 4(d)) and other benefits which the
Employee would have been eligible to participate in or receive
through the Expiration Date, based upon the benefit levels
substantially equal to those that the Bank provided for the
Employee at the date of termination of employment; or
(B) continued participation in such benefit plans and
programs listed in subparagraph A above, which the Employee would
have been eligible to participate in or receive through the
Expiration Date, based upon benefit levels substantially equal to
those that the Bank provided for the Employee at the date of
termination, but only to the extent the Employee continues to
qualify for participation therein. In elaboration of, but not in
limitation of, the foregoing, the Employee shall be entitled to
receive, in cash, an amount equal to the cost to the Employee of
obtaining any benefits he would otherwise have been eligible to
receive under the Bank's benefit plans or programs listed in
subparagraph A above had he continued to accrue service (for
vesting and benefit accrual purposes) and compensation under
those plans through the Expiration Date, if he is not permitted
to continue to participate in those plans through the Expiration
Date. The Employee shall also be entitled to receive an amount
necessary to provide any cash payments received under this
Section 8(d)(iii)(B) due to his inability to continue
participation in any of the benefit plans or programs under this
Section 8(d)(iii)(B), net of all income and payroll taxes that
would not have been payable by the Employee had he been able to
continue participation in the benefit plan or program instead of
receiving cash in lieu thereof.
Notwithstanding the foregoing, but only to the extent required
under federal banking law, the amount payable under Subsection (d) of
this Section 8 shall be reduced to the extent that on the date of the
Employee's termination of employment, the present value of the benefits
payable under Subsections (d)(i),(ii), and (iii) of this Section 8
exceed any limitation on severance benefits that is imposed by the
Office of the Comptroller of the Currency (the "OCC") on such benefits.
All amounts payable to the Employee shall be paid, at the option
of the Employee, either (1) in periodic payments through the Expiration
Date, or (2) in one lump sum within ten (10) days of such termination.
If Employee elects periodic payments and he dies prior to the Expiration
Date, those payments will continue to be paid to his estate or
designated beneficiaries, or their successors in interest, through the
Expiration Date.
(e) Voluntary for Good Reason. The Employee may voluntarily terminate
his employment under this Agreement for Good Reason, and the Employee shall
thereupon be entitled to receive the same amount payable under Section 8(d)
hereof, within thirty (30) days following his date of termination. For purposes
of this Agreement, "Good Reason" means the occurrence of any of the following
events, which has not been consented to in advance by the Employee in writing
(unless such voluntary termination occurs within the time period set forth in
Section 10(b) hereof, in which event the benefits and compensation provided for
in Section 10 shall apply):
(i) the requirement that the Employee move his personal
residence;
(ii) a reduction of 10% or more in the Employee's base salary,
unless part of an institution-wide reduction and similar to the
reduction in the base salary of all other executive officers of the
Bank;
(iii) the removal of the Employee from participation in any
incentive compensation (including, but not limited to, the LTIP) or
performance-based compensation plans or bonus plans unless the Bank
terminates participation in the plan or plans with respect to all other
executive officers of the Bank;
(iv) the failure by the Bank to continue to provide the Employee
with the base salary, bonuses or benefits provided for under Sections
4(a), (c), (d) and (e) of this Agreement, as the same may be increased
from time to time, or with benefits substantially similar to those
provided to him under those Sections or under any benefit plan or
program in which the Employee now or hereafter becomes eligible to
participate, or the taking of any action by the Bank which would
directly or indirectly reduce any such benefits or deprive the Employee
of any such benefit enjoyed by him, unless part of an institution-wide
reduction and applied similarly to all other executive officers of the
Bank;
(v) the assignment to the Employee of duties and responsibilities
materially different from those normally associated with his position as
referenced in Section 1;
(vi) a failure to elect or re-elect the Employee to the Board or
a failure on the part of First Financial Corporation to honor its
obligation to nominate Employee to the Board of Directors of First
Financial Corporation;
(vii) a material diminution or reduction in the Employee's
responsibilities or authority (including reporting responsibilities) in
connection with his employment with the Bank; or
(viii) a material reduction in the secretarial or administrative
support of the Employee.
Notwithstanding the foregoing, but only to the extent required
under federal banking law, the amount payable under Subsection (e) of
this Section 8 shall be reduced to the extent that on the date of the
Employee's termination of employment, the present value of the benefits
payable under Subsections (d)(i), (ii) and (iii) of this Section 8
exceed any limitation on severance benefits that is imposed by the OCC
on such benefits.
(f) Voluntary Termination by Employee. Subject to Section 10 hereof,
the Employee may voluntarily terminate employment with the Bank during the term
of this Agreement, upon at least ninety (90) days' prior written notice to the
Board of Directors, in which case the Employee shall receive only his base
salary, bonuses, vested rights and benefits up to the date of his termination
(unless such termination occurs pursuant to Section 10(b) hereof, in which event
the benefits, bonuses and base salary provided for in Section 10(a) shall
apply).
(g) Termination or Suspension Under Federal Law.
(i) If the Employee is removed and/or permanently prohibited from
participating in the conduct of the Bank's affairs by an order issued
under Sections 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act
("FDIA") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Bank
under this Agreement shall terminate, as of the effective date of the
order, but vested rights of the Employee shall not be affected.
(ii) If the Bank is in default (as defined in Section 3(x)(1) of
the FDIA), all obligations under this Agreement shall terminate as of
the date of default; but the vested rights of the Employee shall not be
affected.
(iii) All obligations under this Agreement shall terminate,
except to the extent it is determined that the continuation of this
Agreement is necessary for the continued operation of the Bank; (A) by
the OCC or its designee, at the time that the Federal Deposit Insurance
Corporation ("FDIC") enters into an agreement to provide assistance to
or on behalf of the Bank under the authority contained in Section 13(c)
of FDIA; or (B) by the OCC, or its designee, at the time that the OCC or
its designee approves a supervisory merger to resolve problems related
to operation of the Bank or when the Bank is determined by the OCC to be
in an unsafe or unsound condition. Such action shall not affect any
vested rights of the Employee.
(iv) If a notice served under Section 8(e)(3) or (g)(1) or the
FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily
prohibits the Employee from participating in the conduct of the Bank's
affairs, the Bank's obligations under this Agreement shall be suspended
as of the date of such service, unless stayed by appropriate
proceedings. However, the vested rights of the Employee as of the date
of suspension will not be affected. If the charges in the notice are
dismissed, the Bank may in its discretion (A) pay the Employee all or
part of the compensation withheld while its contract obligations were
suspended, and (B) reinstate (in whole or in part) any of its
obligations which were suspended.
9. No Mitigation. The Employee shall not be required to mitigate
the amount of any payment provided for in this Agreement by seeking other
employment or otherwise and no such payment shall be offset or reduced by the
amount of any compensation or benefits provided to the Employee in any
subsequent employment.
10. Change in Control.
(a) Change in Control; Involuntary Termination.
(1) Notwithstanding any provision herein to the contrary, if
the Employee's employment under this Agreement is terminated by the
Bank, without the Employee's prior written consent and for a reason
other than Just Cause, in connection with or within twelve (12) months
after a Change in Control, as defined in Section 10(a)(4), the Employee
shall be paid the greater of:
(i) The total amount payable under Section 8(d)
hereof; or
(ii) The product of 2.99 times the sum of his base
salary in effect as of the date of the Change in
Control plus an amount equal to the bonuses
received by or payable to the Employee in the
calendar year prior to the year in which the
Change in Control occurs; and at the Employee's
election, either:
(A) cash in an amount equal to the cost to
the Employee of obtaining all Employee Benefits
(as defined in Section 4(a)), medicare
supplement insurance (as described in Section
4(b)), professional and club dues, the cost of
Employee's continuing legal education
requirements, all Automobile Benefits (as
defined in Section 4(d)) and other benefits
which the Employee would have been eligible to
participate in or receive, for a period of 3
years, commencing on the date of termination, or
based upon the benefit levels substantially
equal to those that the Bank provided for the
Employee at the date of termination of
employment; or
(B) continued participation in the Bank
benefit plans and programs listed in Section
10(a)(1)(ii)(A) above, but only to the extent the
Employee continues to qualify for participation
therein, for a period of 3 years, commencing on
the date of termination based upon benefit
levels substantially equal to those that the
Bank provided for the Employee at the date of
termination. In elaboration of, but not in
limitation of the foregoing, the Employee shall
be entitled to receive, in cash, an amount equal
to the cost to the Employee of obtaining any
benefits he would otherwise have been eligible
to receive under the Bank's benefit plans or
programs listed in Section 10(a)(1)(ii)(A) above
had he continued to accrue service (for vesting
and benefit accrual purposes) and compensation
under those plans for a period of three (3)
years, commencing on the date of termination, if
he is not permitted to continue to participate
in those plans for the three (3) year period.
The Employee shall also be entitled to receive
under this Section 10(a)(1)(ii)(B) an amount
necessary to provide any cash payments under
this Section 10(a)(1)(ii)(B) net of all income
and payroll taxes that would not have been
payable by the Employee had he been able to
continue participation in the benefit plan or
program instead of receiving cash in lieu
thereof.
All amounts shall be paid in one lump sum within ten (10) days of such
termination, except to the extent that the Bank is required to permit Employee's
continued participation in the Bank benefit plans and programs through the
Expiration Date or the three (3) year period, as the case may be, as permitted
by their terms.
(2) To the extent payments received based on the Employee's
termination within 12 months after a Change in Control are considered
"excess parachute payments" pursuant to the Code Section 280G, the
provisions of "Internal Revenue Code Section 280G Gross-Up" below shall
apply.
(3) Internal Revenue Code Section 280G Gross-Up.
(i) Additional Payment to Account for Excise Taxes.
If, as a result of a Change in Control, the Employee becomes
entitled to the amount payable under Section 10(a) of this
Agreement, or under any other benefit, compensation, or incentive
plan (including, but not limited to, the LTIP) or arrangement of
or with the Bank or First Financial Corporation (collectively,
the Total Benefits), and if any part of the Total Benefits is
subject to the Excise Tax under Code Sections 280G and 4999 (the
"Excise Tax"), the Bank or First Financial Corporation shall pay
to the Employee the following additional amounts, consisting of
(A) a payment equal to the Excise Tax payable by the Employee on
the Total Benefits under Code Section 4999 (the "Excise Tax
Payment"), and (B) a payment equal to the amount necessary to
provide the Excise Tax Payment net of all income, payroll and
excise taxes. Together, the additional amounts described in
clauses (A) and (B) are referred to herein as the "Gross-Up
Payments."
(ii) Calculating the Excise Tax. Determination of
whether any of the Total Benefits will be subject to the Excise
Tax and the determination of the amount of the Excise Tax shall
be made in accordance with the following:
(A) Determination of Parachute Payments Subject
to the Excise Tax. Any payments or benefits received or to
be received by the Employee in connection with a Change in
Control or the Employee's termination of employment
(whether under the terms of this Agreement or any benefit
plan or arrangement with First Financial Corporation, the
Bank, any person whose actions result in a Change in
Control or any person affiliated with First Financial
Corporation, the Bank or such person) shall be treated as
"parachute Payments" within the meaning of Code Section
280G(b)(2), and all "excess parachute payments" within the
meaning of Code Section 280G(b)(1) shall be treated as
subject to the Excise Tax, unless in the opinion of the
nationally recognized certified public accounting firm,
retained by the Bank or First Financial Corporation as of
the date immediately before the change in Control (the
"Accounting Firm"), such payments or benefits do not
constitute, in whole or in part, parachute payments, or
such excess parachute payments represent, in whole or in
part, reasonable compensation for services actually
rendered within the meaning of Code Section 280G(b)(4) or
are otherwise not subject to the Excise Tax.
(B) Calculation of Benefits Subject to Excise
Tax. The amount of the Total Benefits that shall be treated
as subject to the Excise Tax shall be equal to the lesser
of (1) the total amount of the Total Benefits reduced by
the amount of such Total Benefits that in the opinion of
the Accounting Firm are not parachute payments, or (2) the
amount of excess parachute payments within the meaning of
Code Section 280G(b)(1) (after applying clause (A), above).
(C) Value of Noncash Benefits and Deferred
Payment. The value of any noncash benefits or any deferred
payment or benefit shall be determined by the Accounting
Firm in accordance with the principles of Code Sections
280G(d)(3) and (4).
(iii) Assumed Marginal Income Tax Rate. For purposes of
determining the amount of the Gross-Up Payments, the Employee
shall be deemed to pay federal income taxes at the highest
marginal rate of federal income taxation in the calendar years in
which the Gross-Up Payments are to be made and state and local
income taxes at the highest marginal rate of taxation in the
state and locality of the Employee's residence on the date on
which such gross up payments are to be made, net of the reduction
in federal income taxes that can be obtained from deduction of
such state and local taxes (calculated by assuming that any
reduction under Code Section 68 in the amount of itemized
deductions allowable to the Employee applies first to reduce the
amount of such state and local income taxes that would otherwise
be deductible by the Employee, and applicable federal FICA and
Medicare withholding taxes.)
(iv) The Accounting Firm Shall Determine Whether a
Gross-Up Payment is Required. Subject to paragraphs (i) through
(iii) above, all determinations required to be made under
paragraphs (i) through (viii), including whether and when a
Gross-Up Payment is required, the amount of the Gross-Up Payment
and the assumptions to be used to arrive at the determination
(collectively, the "Determination"), shall be made by the
Accounting Firm. The Accounting Firm shall provide detailed
supporting calculations both to the Bank or First Financial
Corporation and to the Employee within 15 business days after the
Determination has been made, or such earlier time as is requested
by the Bank, First Financial Corporation or the Employee.
(v) Fees and Expenses of the Accounting Firm and
Agreement with the Accounting Firm. All fees and expenses of the
Accounting Firm shall be borne solely by the Bank or First
Financial Corporation.
(vi) Accounting Firm's Opinion. If the Accounting Firm
determines that no Excise Tax is payable by the Employee, the
Accounting Firm shall furnish the Employee with a written opinion
to that effect, and to the effect that failure to report Excise
Tax, if any, on the
Employee's applicable federal income tax return will not result
in the imposition of a negligence or similar penalty.
(vii) Accounting Firm's Determination is Binding. The
Determination by the Accounting Firm shall be binding on the
Bank, First Financial Corporation and the Employee.
(viii) Underpayment and Overpayment. Because of the
uncertainty in determining whether any of the Total Benefits will
be subject to the Excise Tax at the time of the Determination, it
is possible that Gross-Up Payments that should have been made
will not have been made by the Bank or First Financial
Corporation ("Underpayment"), or that Gross-Up Payments will be
made that should not have been made by the Bank or First
Financial Corporation ("Overpayment").
If, after a Determination by the Accounting Firm, the
Employee is required to make a payment of additional Excise Tax,
the Accounting Firm shall determine the amount of the
Underpayment that has occurred. The Underpayment (together with
any interest and penalties imposed by the Internal Revenue
Service shall be paid promptly by the Bank or First Financial
Corporation to or for the benefit of the Employee.
If the amount of the Gross-Up Payments exceeds the amount
necessary to reimburse the Employee for his Excise Tax, the
Accounting Firm shall determine the amount of the Overpayment
that has been made. The Overpayment shall be repaid promptly by
the Employee. Provided that his expenses are reimbursed by the
Bank or First Financial Corporation, the Employee shall cooperate
with any reasonable requests by the Bank or First Financial
Corporation in any contests or disputes with the Internal Revenue
Service relating to the Excise Tax.
(ix) Accounting Firm Conflict of Interest. If the
Accounting Firm is serving as accountant or auditor for the
individual, entity or group effecting the Change in Control, the
Employee may appoint another nationally recognized certified
public accounting firm to make the Determinations required
hereunder (in which case the term "Accounting Firm" as used
herein shall be deemed to refer to the accounting firm appointed
by the Employee under this paragraph). The Bank or First
Financial Corporation shall pay all fees and expenses of the
Accounting Firm appointed by the Employee.
(4) "Change in Control" shall be deemed to have occurred if:
(i) During any period of two consecutive years,
individuals who constitute the Bank's or First Financial
Corporation's Board of Directors at the beginning of the two-year
period cease for any reason to constitute at least a majority
thereof; provided, however, that - for purposes of this
Subsection 10(4)(i) - each Director who, by a vote of at least
two-thirds (2/3) of the Directors who were Directors at the
beginning of the period, is first (i) nominated by the Bank's or
First Financial Corporation's Board of Directors for election by
stockholders, or (ii) elected to fill a vacancy on the respective
Board of Directors, shall be deemed to have been a Director at
the beginning of the two-year period.
(ii) the Bank or First Financial Corporation transfers
substantially all of its assets to another corporation which is
not a wholly owned subsidiary of the Bank or First Financial
Corporation;
(iii) the Bank or First Financial Corporation sells
substantially all of the assets of a subsidiary or affiliate
which, at the time of such sale, is the principal employer of the
Employee; or
(iv) any "person" including a "group", who as of the
Effective Date of this Agreement owns less than 20% of the
combined voting power of the outstanding equity securities of the
Bank or First Financial Corporation, is or becomes the
"beneficial owner," directly or indirectly, of equity securities
of the Bank or First Financial Corporation representing
20% or more of the combined voting power of the outstanding
equity securities of the Bank or First Financial Corporation
(with the terms in quotation marks having the meaning set forth
in the federal securities laws); or
(v) the Bank or First Financial Corporation is merged
or consolidated with another corporation and, as a result of the
merger or consolidation, less than fifty percent (50%) of the
outstanding voting securities of the surviving or resulting
corporation is owned in the aggregate by the former stockholders
of the Bank or First Financial Corporation.
Notwithstanding the foregoing, but only to the extent required under
federal banking law, the amount payable under Subsection(a) of this Section 10
shall be reduced to the extent that on the date of the Employee's termination of
employment, the amount payable under Subsection(a) of this Section 10 exceeds
any limitation on severance benefits that is imposed by the OCC.
(b) Change in Control; Voluntary Termination. Notwithstanding any
other provision of this Agreement to the contrary, the Employee may voluntarily
terminate his employment under this Agreement within twelve (12) months
following a Change in Control of the Bank or First Financial Corporation, as
defined in paragraph (a)(4) of this Section 10, and the Employee shall thereupon
be entitled to receive the payment described in Sections 10(a)(1), (2) and (3)
of this Agreement, within thirty (30) days following the occurrence of any of
the following events, which has not been consented to in advance by the Employee
in writing. However, during such thirty (30) day period, the Bank shall not
allow the Employee's participation in any Employee Benefits to lapse and shall
continue to provide the Employee with the Automobile Benefits described in
Section 4(d), reimbursement or payment of professional and club dues, and the
cost of the Employee's continuing legal education requirements.
(i) the requirement that the Employee perform his principal
executive functions more than thirty (30) miles from his Terre Haute,
Indiana office.
(ii) a reduction of 10% or more in the Employee's base salary
as in effect on the date of the Change in Control or as the same may be
changed by mutual agreement from time to time, unless part of an
institution-wide reduction and similar to the reduction in the base
salary of all other executive officers of the Bank;
(iii) the removal of the Employee from participation in any
incentive (including, but not limited to, the LTIP) or performance-based
compensation plans or bonus plans unless the Bank terminates
participation in the plan or plans with respect to all other executive
officers of the Bank;
(iv) the failure by the Bank to continue to provide the
Employee with the base salary, bonuses or benefits provided for under
Sections 4(a), (c), (d) and (e) of this Agreement, as the same may be
increased from time to time, or with benefits substantially similar to
those provided to him under those Sections or under any benefit plan or
program in which the Employee now or hereafter becomes eligible to
participate, or the taking of any action by the Bank which would
directly or indirectly reduce any such benefits or deprive the Employee
of any such benefit enjoyed by him, unless part of an institution-wide
reduction and applied similarly to all other executive officers of the
Bank;
(v) the assignment to the Employee of duties and
responsibilities materially different from those normally associated
with his position as referenced in Section 1;
(vi) a failure to elect or re-elect the Employee to the Board
or a failure on the part of First Financial Corporation or its successor
to honor any obligation to nominate Employee to the Board of Directors
of First Financial Corporation or its successor;
(vii) a material diminution or reduction in the Employee's
responsibilities or authority (including reporting responsibilities) in
connection with his employment with the Bank; or
(viii) a material reduction in the secretarial or administrative
support of the Employee.
(c) Compliance with 12 U.S.C. Section 1828(k). Any payments made to
the Employee pursuant to this Agreement, or otherwise, are
subject to and conditioned upon their compliance with 12 U.S.C.
Section 1828(k) and any regulations promulgated thereunder.
(d) Trust.
(1) Within five business days before or after a Change in
Control as defined in Section 10(a)(4) of this Agreement which was not
approved in advance by a resolution of a majority of the Directors of
the Bank, the Bank shall (i) deposit, or cause to be deposited, in a
grantor trust (the "Trust"), designed to conform with Revenue Procedure
93-64 (or any successor) and having a trustee independent of the Bank,
an amount equal to the amounts which would be payable in a lump sum
under Sections 10(a)(1), (2) and (3) hereof if those payment provisions
become applicable, and (ii) provide the trustee of the Trust with a
written direction to hold said amount and any investment return thereon
in a segregated account for the benefit of the Employee, and to follow
the procedures set forth in the next paragraph as to the payment of such
amounts from the Trust.
(2) During the twelve (12) consecutive month period following
the date on which the Bank makes the deposit referred to in the
preceding paragraph, the Employee may provide the trustee of the Trust
with a written notice requesting that the trustee pay to the Employee,
in a single sum, the amount designated in the notice as being payable
pursuant to Sections 10(a)(1), (2) and (3). Within three business days
after receiving said notice, the trustee of the Trust shall send a copy
of the notice to the Bank via overnight and registered mail, return
receipt requested. On the tenth (10th) business day after mailing said
notice to the Bank, the trustee of the Trust shall pay the Employee the
amount designated therein in immediately available funds, unless prior
thereto the Bank provides the trustee with a written notice directing
the trustee to withhold such payment. In the latter event, the trustee
shall submit the dispute, within ten (10) days of receipt of the notice
from the Bank, to non-appealable binding arbitration for a determination
of the amount payable to the Employee pursuant to Sections 10(a)(1), (2)
and (3) hereof, and the party responsible for the payment of the costs
of such arbitration (which may include any reasonable legal fees and
expenses incurred by the Employee) shall be determined by the
arbitrator. The trustee shall choose the arbitrator to settle the
dispute, and such arbitrator shall be bound by the rules of the American
Arbitration Association in making his or her determination. The
Employee, the Bank and the trustee shall be bound by the results of the
arbitration and, within three (3) days of the determination by the
arbitrator, the trustee shall pay from the Trust the amounts required to
be paid to the Employee and/or the Bank, and in no event shall the
trustee be liable to either party for making the payments as determined
by the arbitrator.
(3) Upon the earlier of (i) any payment from the Trust to the
Employee, or (ii) the date twelve (12) months after the date on which
the Bank makes the deposit referred to in the first paragraph of this
subsection (d)(1), the trustee of the Trust shall pay to the Bank the
entire balance remaining in the segregated account maintained for the
benefit of the Employee. The Employee shall thereafter have no further
interest in the Trust pursuant to this Agreement. However, the
termination of the Trust shall not operate as a forfeiture or
relinquishment of any of the Employee's rights under the terms of this
Agreement. Furthermore, in the event of a dispute under Section 10(d)(2)
above, the trustee of the Trust shall continue to hold, in trust, the
deposit referred to in Section 10(b)(1) until a final decision is
rendered by the arbitrator pursuant to Section 10(b)(2) above.
(e) In the event that any dispute arises between the Employee and the
Bank as to the terms or interpretation of this Agreement or the obligations
thereunder, including this Section 10, whether instituted by formal legal
proceedings or submitted to arbitration pursuant to Section 10(d)(2), including
any action that the Employee takes to enforce the terms of this Section 10 or to
defend against any action taken by the Bank, the Employee shall be reimbursed
for all costs and expenses, including reasonable attorneys' fees, arising from
such dispute, proceedings or actions, provided that the Employee shall obtain a
final judgment by a court of competent jurisdiction in favor of the Employee or,
in the event of arbitration pursuant to Section 10(d)(2), a determination is
made by the arbitrator that the expenses should be paid by the Bank. Such
reimbursement shall be paid within ten (10) days of Employee's furnishing to the
Bank written evidence, which may be in the form, among other things, of a
canceled check or receipt, of any costs or expenses incurred by the Employee.
Should the Employee fail to obtain a final judgment in favor of the
Employee and a final judgment or arbitration decision is entered in favor of the
Bank and if decided by arbitration, the arbitrator, pursuant to Section
10(d)(2), determines the Employee to be responsible for the Bank's expenses,
then the Bank shall be reimbursed for all costs and expenses, including
reasonable attorneys' fees arising from such dispute, proceedings or actions.
Such reimbursement shall be paid within ten (10) days of the Bank furnishing to
the Employee written evidence, which may be in the form, among other things, of
a canceled check or receipt, of any costs or expenses incurred by the Bank.
11. Stock Options. First Financial Corporation will permit the
Employee or his personal representative(s) or heirs, during a period of three
months following Employee's termination of employment by the Bank for the
reasons set forth in Subsections 8(d), 8(e), 10(a) or 10(b), to require First
Financial Corporation, upon written request, to purchase all outstanding,
unexpired stock options previously granted to the Employee under any stock
option plan then in effect to the extent the options are vested at a cash
purchase price equal to the amount by which the aggregate "fair market value" of
the shares subject to such options exceeds the aggregate option price for such
shares. For purposes of this Agreement, the term "fair market value" shall mean
the higher of (a) the average of the highest asked prices for shares in the
over-the-counter market as reported on the NASDAQ system or other exchange if
the shares are traded on such system for the 30 business days preceding such
termination, or (b) the average per share price actually paid for the most
highly priced 1% of the shares acquired in connection with the Change of Control
by any person or group acquiring such control.
12. Federal Income Tax Withholding. The Bank may withhold all
federal and state income or other taxes from any benefit payable under this
Agreement as shall be required pursuant to any law or governmental regulation or
ruling.
13. Successors and Assigns.
(a) Bank. This Agreement shall not be assignable by the Bank,
provided that this Agreement shall inure to the benefit of and be
binding upon any corporate or other successor of the Bank which shall
acquire, directly or indirectly, by merger, consolidation, purchase or
otherwise, all or substantially all of the assets or stock of the Bank.
(b) Employee. Since the Bank is contracting for the unique
and personal skills of the Employee, the Employee shall be precluded
from assigning or delegating his rights or duties hereunder without
first obtaining the written consent of the Bank; provided, however, that
nothing in this paragraph shall preclude (i) the Employee from
designating a beneficiary to receive any benefit payable hereunder upon
his death, or (ii) the executors, administrators, or other legal
representatives of the Employee or his estate from assigning any rights
hereunder to the person or persons entitled thereunto.
(c) Attachment. Except as required by law, no right to
receive payments under this Agreement shall be subject to anticipation,
commutation, alienation, sale, assignment, encumbrance, charge, pledge,
or hypothecation or to exclusion, attachment, levy or similar process or
assignment by operation of law, and any attempt, voluntary or
involuntary, to effect any such action shall be null, void and of no
effect.
14. Amendments. No amendments or additions to this Agreement shall
be binding unless made in writing and signed by the Bank, First Financial
Corporation and the Employee, except as herein otherwise specifically provided.
15. Applicable Law. Except to the extent preempted by federal law,
the laws of the State of Indiana, without regard to that State's choice of law
principles, shall govern this Agreement in all respects, whether as to its
validity, construction, capacity, performance or otherwise.
16. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
17. Entire Agreement. This Agreement, together with any
understanding or modifications thereof as agreed to in writing by the parties,
shall constitute the entire Agreement between the parties hereto.
18. Construction. The rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Agreement.
19. Headings. The headings in this Agreement have been inserted
solely for ease of reference and shall not be considered in the interpretation,
construction or enforcement of this Agreement.
20. Notices. For purposes of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been given (a) if hand delivered, upon delivery to the party, or (b) if
mailed, two (2) days following deposit of the notice or communication with the
United States Postal Service by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:
If to the Employee: Norman L. Lowery
93 Allendale
Terre Haute, Indiana 47802
If to the Bank: Terre Haute First National Bank
Attn: Michael A. Carty
One First Financial Plaza
P.O. Box 540
Terre Haute, Indiana 47808-0540
or to such other address as either party hereto may have furnished to the other
party in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.
IN WITNESS WHEREOF, the parties have executed this Agreement on this
10th day of July, 2002.
TERRE HAUTE FIRST NATIONAL BANK
SIGNATURE
Michael A. Carty, Secretary/Treasurer
ATTEST
Signature
Thomas G. Woodason
Title: Controller
EMPLOYEE
Signature
Norman L. Lowery
The undersigned, First Financial Corporation, sole shareholder of the
Bank, agrees that if it shall be determined for any reason that any obligation
on the part of the Bank is unenforceable for any reason, First Financial
Corporation agrees to honor the terms of this Agreement and continue to make any
such payments due hereunder to Employee or to satisfy any such obligation
pursuant to the terms of this Agreement. The undersigned further agrees to
nominate Employee to the Board of Directors of First Financial Corporation
during the term of this Agreement.
FIRST FINANCIAL CORPORATION
Signature
Donald E. Smith, President
ATTEST
Signature Michael A. Carty
Title: Secretary /Treasurer