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, 2003 (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 $386,672 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
1st day of January, 2003.
TERRE HAUTE FIRST NATIONAL BANK
SIGNATURE
/s/ Michael A. Carty, Secretary/Treasurer
ATTEST
Signature
/s/ Thomas G. Woodason
Title: Controller
EMPLOYEE
Signature
/s/ 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
/s/ Donald E. Smith, President
ATTEST
Signature
/s/ Michael A. Carty
Title: Secretary/Treasurer