EXHIBIT 10.1
FIRST FINANCIAL BANCORP
DEFERRED COMPENSATION PLAN
As adopted effective June 1, 2003
SECTION 1
NAME AND PURPOSE OF PLAN
1.1 Name. The plan set forth herein will be known as the First
Financial Bancorp Deferred Compensation Plan (the "Plan").
1.2 Purpose. The purpose of the Plan is to provide deferred
compensation for eligible employees of First Financial Bancorp. The Plan is
intended to be an unfunded deferred compensation plan for a select group of
management and highly compensated employees for federal income tax purposes and
within the meaning of Title I of the Employee Retirement Income Security Act of
1974, as amended, and will be construed as such.
SECTION 2
GENERAL DEFINITIONS; GENDER AND NUMBER
2.1 General Definitions. For purposes of the Plan, the following
terms will have the meanings hereinafter set forth unless the context otherwise
requires:
2.1.1 "Administrator" means the committee appointed
pursuant to Section 6 of this Plan.
2.1.2 "Beneficiary" means the person or entity designated
by a Participant, on forms furnished and in the manner prescribed by the
Administrator, to receive any benefit payable under the Plan after the
Participant's death. If a Participant does not designate a beneficiary or if,
for any reason, such designation is not effective, his or her "Beneficiary" will
be his or her surviving spouse or, if none, his or her estate.
2.1.3 "Code" means the Internal Revenue Code of 1986 as it
now exists or is hereafter amended.
2.1.4 "Employee" means any person who is an employee of the
Employer.
2.1.5 "Employer" means First Financial Bancorp.
2.1.6 "Participant" means, with respect to any Plan Year,
an Employee who is a member of a select group of highly compensated or
management Employees and is designated by a committee of the Board of Directors
of the Employer as eligible to participate in this Plan. The initial group of
Participants as of the Plan's effective date will include each Executive Officer
of First Financial Bancorp.
2.1.7 "Plan Year" means the twelve consecutive month period
beginning on January 1 and ending on the following December 31. However, the
first Plan Year will be the period beginning
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with the initial effective date of the Plan and ending on December 31 of the
year containing such initial effective date.
2.2 Gender And Number. For purposes of the Plan, words used in any
gender will include all other genders, words used in the singular form will
include the plural form, and words used in the plural form will include the
singular form, as the context may require.
SECTION 3
DEFERRALS
3.1 Elective Deferral Of Salary. Subject to such rules as the
Administrator may prescribe, a Participant may elect to defer up to 50% of his
or her base salary for any Plan Year and 100% of his or her bonus or incentive
pay for any Plan Year by completing a deferral form and filing such form with
the Administrator prior to the first day of such Plan Year (or such earlier date
as may be prescribed by the Administrator). For purposes of the Plan, "base
salary" means the salary payable to a Participant by the Employer, excluding any
bonus or incentive compensation and excluding any part of a Participant's salary
which is not includable in his or her gross income because it was contributed to
a cafeteria plan, a flexible spending account, or a 401(k) plan (pursuant to
sections 125 or 402(e)(3) of the Code) or pursuant to Section 3.5 of this Plan.
3.2 Changes In Elective Deferral Elections. Subject to such rules
as the Administrator may prescribe, a Participant who has elected to defer a
portion of his or her base salary and/or bonus or incentive pay may change the
amount of his or her deferral from one amount to another, or cease making
deferrals, effective as of the first day of any Plan Year (but only with respect
to amounts payable for services performed on or after the first day of that Plan
Year), by completing and signing a new deferral form and filing such form with
the Administrator prior to the first day of such Plan Year (or such earlier date
as may be prescribed by the Administrator).
3.3 First Plan Year. Notwithstanding the foregoing, in the year in
which the Plan is first implemented, the Participant may make an election to
defer amounts payable for services to be performed subsequent to the election
within 30 days after the date the Plan is first effective for eligible
Participants.
3.4 New Eligible Participants. Also notwithstanding the foregoing,
if an Employee first becomes a Participant who is eligible under this Plan after
the date the Plan is first effective, he or she may elect to defer a portion of
his or her salary for the remainder of the Plan Year after the date on which he
or she becomes an eligible Participant by completing and signing a deferral form
provided by the Administrator and filing such form with the Administrator within
30 days of the date on which he or she first becomes an eligible Participant.
Any election under the preceding sentence will be effective as of the first
payroll period beginning after the date the election is filed.
3.5 Mandatory Deferrals. Notwithstanding any other provision of
the Plan, for any year in which a Participant is a "covered employee" as defined
in Code section 162(m)(3), regarding limits on deductions for compensation to
officers of publicly held corporations, the following mandatory deferral
provisions will apply.
3.5.1 Prior to the end of the year, the Administrator will
determine if the Participant's "applicable employee remuneration" from the
Employer for the year, as defined in Code section 162(m)(4), will exceed the
limit on deductions applicable to the Employer for that year pursuant to Code
section 162(m)(1). Any amount by which such applicable employee remuneration
will exceed such limit is referred to herein as an "excess amount."
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3.5.2 Any excess amount for a year will be credited to the
Participant's Account as a mandatory deferral under this Plan for that year in
lieu of being currently paid to the Participant. The Administrator will have
discretion to establish procedures for crediting such mandatory deferrals to an
Account, including, without limitation, determining whether such deferrals are
made from the Participant's regular salary, bonus, or incentive payments, or
other compensation payable by the Employer. The Administrator also will have
discretion to determine the dates as of which such mandatory deferrals are
credited to the Account for a year, provided that they will be credited not
later than the dates they otherwise would have been paid to the Participant.
SECTION 4
MAINTENANCE AND VALUATION OF ACCOUNTS
4.1 Deferral Account. Each Participant's Account will consist of
the subaccount created and maintained under Section 4.1.1 for elective
deferrals, if any, and the subaccount created and maintained under Section 4.1.2
for mandatory deferrals, if any.
4.1.1 There will be established for each Participant who
has elected to defer a portion of his or her salary under Section 3.1 a separate
subaccount which will reflect the amounts credited to this Plan on behalf of the
Participant as elective deferrals and the assumed investment of those amounts.
Subject to such rules as the Administrator may prescribe, any amount deferred by
a Participant from his or her salary under Section 3.1 will be credited to the
Participant's elective deferral subaccount as of the day on which such deferred
amount would have otherwise been paid to the Participant and will be assumed to
have been invested on that date in the assumed investments requested by the
Participant according to Section 4.2.
4.1.2 There will be established for each Participant for
whom mandatory deferrals are made under Section 3.5 a separate subaccount which
will reflect the amounts credited to this Plan on behalf of the Participant as
mandatory deferrals and the assumed investment of those amounts. Subject to such
rules as the Administrator may prescribe, any amount deferred by a Participant
as a mandatory deferral under Section 3.5 will be credited to the Participant's
mandatory deferral subaccount as of the day on which such deferred amount would
have otherwise been paid to the Participant and will be assumed to have been
invested on that date in the assumed investments requested by the Participant
according to Section 4.2.
4.2 Assumed Investments. The Employer will designate in writing
from time to time a limited number of "assumed investments" for purposes of the
Plan and notify the Participants of such assumed investment options. The credits
to each Participant's Account made in accordance with Section 4.1 will be
assumed to have been invested among those assumed investments, as requested in
writing by the Participant. Each Account will be adjusted as provided in Section
4.3 to reflect the investment returns or losses attributable to such assumed
investments. A Participant may request a change in the assumed investments of
his or her Account to other available assumed investments effective as of the
first day of each month, upon written notice to the Employer prior to such date
(or such earlier date as may be established by the Administrator). Some or all
of the assumed investments may be changed by the Employer to other assumed
investments, effective upon written notice from the Employer to all
Participants. No securities of any type issued by the Employer or an affiliate
of the Employer may be included among the assumed investments.
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4.3 Valuation. As of the end of each calendar year and such other
dates as the Administrator may provide, each Participant or, in the event of his
or her death, his or her Beneficiary, will be furnished a statement showing: (i)
the balance of the Participant's Account, (ii) the total credits to such Account
during the preceding year from his or her salary, (iii) any assumed investment
return or loss, and (iv) if amounts credited to his or her Account are assumed
to have been invested in securities, a description of such securities including
the number of shares assumed to have been purchased by the amounts credited to
his or her Account.
4.4 Vesting. The credits to each Participant's Account from his or
her salary pursuant to Section 3.1 and the assumed earnings thereon will be 100%
vested at all times.
SECTION 5
DISTRIBUTION
5.1 General. Except as otherwise provided in this Section 5, no
amount will be paid with respect to a Participant's Account while he or she
remains an Employee.
5.2 Termination Of Employment. Payments of the vested portion then
credited to a Participant's Account will be made in cash to him or her in one
lump sum, or in monthly, quarterly, or annual installment payments over not more
than ten years, commencing on the first day of the third month following the
month in which he or she ceases to be an Employee, as timely elected by the
Participant according to Section 5.2.2.
5.2.1 The amount of each installment payable under this
Section 5.2 will be a fraction of the vested portion of the amounts credited to
the Participant's Account as of the installment payment date, the numerator of
which is 1 and the denominator of which is equal to the total number of
installments remaining to be paid (including the installment to be paid on the
subject installment payment date). If the amount of any installment is less than
$1,000, it will be increased to $1,000; provided that if the remaining amount of
the vested portion credited to the Account on any installment date is less than
$1,000, the payment will be the amount necessary to reduce the amount of the
vested portion credited to the Account to $0.
5.2.2 Any election of a payment option under this Section
5.2 must be made in writing when the Participant is first eligible to
participate in this Plan and before any amount is credited to his or her
Account. If a Participant does not properly elect a payment option, he or she
will be deemed to have elected to receive his or her benefits in one lump sum
payment. A Participant may change his or her election under this Section 5.2
only by filing an written amended election with the Administrator at least one
year before the amount to which the change relates becomes payable to him or
her. Any such elections will apply to all amounts in the Account unless the
Participant makes separate elections for the portions of his or her Account
attributable to elective deferrals under Section 3.1 and mandatory deferrals
under Section 3.5.
5.3 Death. If a Participant ceases to be an Employee by reason of
his or her death, or if a Participant dies after ceasing to be an Employee but
before all of the amounts credited to his or her Account have been paid, the
Employer will pay the Participant's Beneficiary the amounts credited to the
Participant's Account in one lump sum as of the first business day of the ninth
month beginning after the Participant's death; provided, however, that if the
Participant has elected to have any part of his or her Account distributed in
installments and if he or she dies after distribution has commenced, any
installments remaining unpaid as of the Participant's death will be paid to the
Beneficiary in one lump sum 60 days after the Participant's death.
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5.4 Disability. Payments of a Participant's Account will be made
to him or her in the event of his or her disability if he or she terminates
employment with the Employer due to his or her disability, in the form and
commencing at the time specified in Section 5.2.
5.5 Distributions For Payment Of Taxes. Notwithstanding any other
provision of this Plan, if the Administrator or the Internal Revenue Service
reasonably determines that a Participant is currently subject to income or other
tax on any amount in his or her Account, the Employer will promptly pay to the
Participant from his or her Plan Account in one lump sum that portion of the
vested portion of the balance then in his or her Account that is necessary for
the payment of federal, state, and local taxes (including taxes due to the
distribution), and interest and penalties thereon, that results from such
determination, and the balance in the Participant's Account will immediately be
reduced by the amount of such distribution. No such distribution will exceed the
vested portion of the balance in the Participant's Account immediately prior to
the distribution.
5.6 Distribution Of Mandatory Deferrals. Notwithstanding any other
provision of this Plan, amounts credited to a Participant's Account as mandatory
deferrals and deemed earnings thereon will be distributed as of the later of the
following dates, if such dates occur prior to the Participant's termination of
Employment with the Employer: (i) the end of the second Plan Year beginning
after the Plan Year for which the mandatory deferrals were credited to the
Account, or (ii) the end of the first Plan Year for which the distribution of
such mandatory deferrals and earnings will not cause the Participant's
"applicable employee remuneration" for the year, as defined in Code section
162(m)(4), to exceed the limit on deductions applicable to the Employer for that
year pursuant to Code section 162(m)(1). Provided, however, no such distribution
prior to termination of employment will be made to the extent it would cause the
section 162(m)(1) limit to be exceeded. Distributions pursuant to this section
5.6 will be made as soon as practicable after the end of the applicable year,
and after the Administrator has been able to obtain and process all necessary
information for making the distribution.
SECTION 6
ADMINISTRATION OF THE PLAN
6.1 General. The general administration of the Plan and the
responsibility for carrying out its provisions will be placed in a committee of
one or more members (the "Administrator"), who will be appointed from time to
time by and serve at the pleasure of the Employer. Any person who is appointed a
member of the Administrator will signify his or her acceptance by filing a
written acceptance with the Employer or by performing his or her duties as a
member of the Administrator. The initial members of the Administrator are Terri
Ziepfel, Janie McCauley, and Gina Brackett. Any member of the Administrator may
resign by delivering his or her written resignation to the Employer and such
resignation will become effective upon the date specified therein or the date of
receipt, whichever is later. A member of the Administrator who is an employee of
the Employer will automatically cease to be such a member upon the termination
of such employment. No member of the Administrator who is a Participant will act
on any matter involving his or her own account or interest under the Plan.
6.2 Expenses. Expenses of administering the Plan will be borne by
the Employer.
6.3 Compensation Of Administrator. The members of the
Administrator will not receive compensation for their services as such, and,
except as required by law, no bond or other security need be required of them in
such capacity in any jurisdiction.
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6.4 Rules Of Plan. Subject to the limitations of the Plan, the
Administrator may, from time to time, establish rules for the administration of
the Plan and the transaction of its business. The Administrator may correct
errors, however arising, and, as far as possible, adjust any benefit payments
accordingly. The determination of the Administrator as to the interpretation of
the provisions of the Plan or any disputed question will be conclusive upon all
interested parties. The Administrator will establish a claims procedure for the
Plan that is consistent with the requirements of section 503 of the Employee
Retirement Income Security Act of 1974 and the regulations thereunder.
Participants must exhaust all claims and appeals procedures available to them
under that claims procedure before commencing action relating to this Plan in
any court or before any administrative agency.
6.5 Agents And Employees. The Administrator may authorize one or
more agents to execute or deliver any instrument. The Administrator may appoint
or employ such agents, counsel, auditors, physicians, clerical help, and
actuaries as in the Administrator's judgment may seem reasonable or necessary
for the proper administration of the Plan.
6.6 Indemnification. The Employer will indemnify each member of
the Administrator for all expenses and liabilities (including but not limited to
attorney's fees) arising out of the administration of the Plan, other than any
expenses or liabilities resulting from the Administrator's own gross negligence
or willful misconduct. The foregoing right of indemnification will be in
addition to any other rights to which the members of the Administrator may be
entitled as a matter of law.
SECTION 7
FUNDING OBLIGATION
This Plan constitutes a promise by the Employer to make benefit payments in the
future according to the terms of the Plan. The Employer will have no obligation
to fund, either by the purchase or the investment in any account or by any other
means, its obligation to Participants hereunder and will have no obligation to
actually purchase any investment to reflect the assumed investment of any
Participant's Account. If, however, the Employer does elect to allocate assets
to provide for any such obligation, the assets allocated for such purpose will
be assets of the Employer subject to claims against the Employer, including
claims of the Employer's creditors, to the same extent as are other corporate
assets, and the Participants will have no right or claim against the assets so
allocated, other than as general unsecured creditors of the Employer.
SECTION 8
AMENDMENT AND TERMINATION
The Employer may, without the consent of any Participant or Beneficiary, amend
or terminate the Plan at any time and in any manner (including, without
limitation, the payment of amounts due to the Plan's termination at times
earlier than otherwise provided herein); provided that no amendment will be made
or act of termination taken which divests any Participant of the right to
receive payment under the Plan with respect to amounts credited to the
Participant's Account immediately prior to the effective date of the amendment
or termination. This Plan is binding upon the heirs, executors, administrators,
successors, and assigns of the parties hereto, including the Employer and each
Participant and Beneficiary, present and future. If the Employer merges or
consolidates with any other entity, the continuing entity resulting from that
merger or consolidation will be obligated to perform the duties and obligations
of the Employer as set forth in this Plan. The Employer further agrees that if
it will dissolve, liquidate, or sell substantially all of the assets of the
business of the Employer, it will arrange to have the terms and provisions of
this Plan fulfilled prior to the distribution, disposal, or sale of the assets
of the Employer.
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SECTION 9
NON-ALIENATION OF BENEFITS
No Participant or Beneficiary will have any right to alienate, commute,
anticipate, assign, pledge, encumber, transfer, or dispose of the right to
receive the payments required to be made by the Employer hereunder (except the
right to designate a Beneficiary or Beneficiaries as provided herein), which
payments and the right to receive them are expressly declared to be
nonassignable and nontransferable. In the event of any attempt to alienate,
commute, anticipate, assign, pledge, encumber, transfer, or dispose of the right
to receive the payments required to be made by the Employer hereunder, the
Employer will have no further obligation to make any payments otherwise required
of it hereunder. The rights of a Participant or Beneficiary under this Plan will
not be subject to the rights of creditors of the Participant or Beneficiary and
will be exempt from execution, attachment, assignment, or any judicial relief or
order for the benefit of any creditors or other third persons having claims
against the Participant or Beneficiary.
SECTION 10
MISCELLANEOUS
10.1 Delegation. Any matter or thing to be done by the Employer
will be done by its Board of Directors, except that, from time to time, the
Board by resolution may delegate to any person or committee certain of its
rights and duties hereunder. Any such delegation will be valid and binding on
all persons and the person or committee to whom or which authority is delegated
will have full power to act in all matters so delegated until the authority
expires by its terms or is revoked by the Board, as the case may be.
10.2 No Contract Of Employment. Nothing in this Plan will be
construed as conferring upon any Participant any right to continue, for any
period of time, in the employ of the Employer, or to create a contract of
employment. The right of the Employer to discipline or discharge a Participant
will not be affected by reason of the existence of this Plan or any of the
provisions thereof.
10.3 Facility Of Payment. Any benefit payable to or for the benefit
of a minor, an incompetent person, or other person incapable of receipting
therefore may be paid to such person's guardian or to the party providing or
reasonably appearing to provide for the care of such person, and such payment
will fully discharge the Administrator and the Employer and all other parties
with respect thereto.
10.4 Reliance On Data. The Employer, the Administrator, and all
other persons associated with the operation of the Plan may reasonably rely on
the truth, accuracy, and completeness of all data provided by a Participant
and/or Beneficiary, including, without limitation, data with respect to address,
age, health, marital status, elections, and designations filed in connection
with the Plan by any Participant or Beneficiary or the representatives of such
persons, without duty to inquire into the genuineness thereof. Each Participant
and Beneficiary is responsible for advising the Administrator of any change in
such data.
10.5 Tax Consequences. The Employer does not represent or guarantee
that any particular federal or state income, estate, payroll, or other tax
consequences will occur because of a Participant's participation in this Plan.
Each Participant or Beneficiary is solely responsible for obtaining advice
regarding his or her federal, state, or local income, estate, payroll, or other
tax responsibilities arising from participation in this Plan.
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10.6 Withholding. The Employer will withhold from payments or
benefits hereunder any taxes required to be withheld from such payments or with
respect to a Participant's Account under local, state, or federal law. The
Employer may withhold necessary amounts from a Participant's other compensation
if amounts currently payable under this Plan are not adequate for such
withholding.
10.7 QDROs. To the extent required by a court order which meets the
requirements for a qualified domestic relations order as defined in Code section
414(p), any portion of a Participant's vested benefits may be paid to (or a
portion of a Participant's Account may be set aside for the benefit of) the
Participant's spouse, former spouse, or other alternate payee. This provision
will be administered in accordance with Code Section 414(p) and guidance
thereunder.
10.8 Applicable Law. The Plan will be governed by applicable
federal law and, to the extent not preempted by applicable federal law, the laws
of the State of Ohio.
10.9 Separability Of Provisions. If any provision of the Plan is
held invalid or unenforceable, such invalidity or unenforceability will not
affect any other provision hereof, and the Plan will be construed and enforced
as if such provision had not been included.
10.10 Headings. Headings used throughout the Plan are for
convenience only and will not be given legal significance.
10.11 Counterparts. The Plan may be executed in any number of
counterparts, each of which will be deemed an original. All counterparts will
constitute one and the same instrument, which will be sufficiently evidenced by
any one thereof.
IN WITNESS WHEREOF, First Financial Bancorp has caused its name to be subscribed
this _______ day of June, 2003, but effective for all purposes as of June 1,
2003.
FIRST FINANCIAL BANCORP
By: ___________________________________
Title: ________________________________
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