EXHIBIT 99.2
SEPARATION AGREEMENT AND RELEASE
This agreement is made effective October 15, 2003, between First
Financial Bancorp., an Ohio corporation (the "Company"), and Stanley N. Pontius
(the "Executive"), who hereby agree as follows.
Section 1. Termination of Employment. The Executive's employment with
the Company and all of its subsidiaries shall terminate on the date of this
agreement (the "Separation Date"), and the Executive shall cease to be a
director and officer of the Company and all of its subsidiaries (as applicable)
at that time. Notwithstanding the foregoing, in order to facilitate the
transition of the Executive's responsibilities, the Executive shall consult with
the Company from time to time during the period beginning on the Separation Date
and ending on December 1, 2003, regarding such matters as may be reasonably
requested from time to time by the Chairman of the Board of the Company;
provided that any such consulting services requested by the Company may be
provided by the Executive by telephone or electronic mail during mutually
convenient times and shall not require more than four hours per week of the
Executive's time.
Section 2. Post-Separation Pay. Subject to the other terms and
conditions of this agreement: (a) not later than 30 days after the Separation
Date, the Company shall pay to the Executive a lump sum payment in the amount of
$600,000; and (b) during the 36-month period immediately following the
Separation Date (the "Severance Period"), the Company shall continue to pay the
Executive an amount equal to his base salary as in effect on the Separation Date
(i.e., $551,328 per year), which shall be payable in arrears in periodic
installments at such times and otherwise in a manner consistent with the
Company's policies and procedures for payment of salaries to its executive
personnel.
Section 3. Group Health Insurance. The Executive shall be entitled to
continue to participate in the Company's group health care plan during the
Severance Period (with the right to continue to elect family coverage), subject
to the Company's right to make changes in such plan and the benefits provided
thereunder from time to time (so long as such changes are generally applicable
to the participants under such plan), with the Executive's COBRA election rights
to commence as of the end of the Severance Period.
Section 4. Automobile. Not later than 30 days after the Separation
Date, the Company shall transfer to the Executive, as additional compensation,
the Company's rights and interests in the Company-owned automobile currently
being provided by the Company to the Executive for his use. The executive shall
assume all obligations relating to such automobile arising on or after the date
of such transfer.
Section 5. Stock Options; Restricted Stock. The Company shall take such
action as is necessary in connection with the Company's 1999 Stock Incentive
Plan for Officers and Employees (the "1999 Stock Plan") to: (a) accelerate the
vesting of all stock options previously granted to the Executive under the 1999
Stock Plan that are not yet fully vested (and have not previously expired or
been terminated) so that such options vest as of the Separation Date with
respect to any portion of such options that are currently unvested, provided
that the foregoing shall not extend the term of any stock option granted to the
Executive; and (b) accelerate the vesting of any restricted stock awards
previously granted to the Executive under the 1999 Stock Plan that are not yet
fully vested (and have not previously expired or been terminated or forfeited)
so that all currently unvested restricted shares awarded to the Executive under
the 1999 Stock Plan vest as of the Separation Date.
Section 6. Tax Withholdings. Notwithstanding any other provisions of
this agreement, all payments and other consideration made or provided to the
Executive by the Company pursuant to this agreement shall be subject to all
applicable federal, state, and local tax and other withholding requirements.
Without limiting the foregoing, to the extent not satisfied pursuant to the
immediately preceding sentence, all obligations of the Executive to pay or
reimburse the Company for any taxes or required withholdings relating to any
consideration paid or payable to the Executive that exist under any existing
plan or agreement, including without limitation under the 1999 Stock Plan, the
Company's 1991 Stock Incentive Plan (the "1991 Stock Plan"), and any agreements
executed pursuant to the 1991 Stock Plan or the 1999 Stock Plan, shall continue,
and if the Executive fails to pay or reimburse the Company for any such amounts,
the Company shall have the right to offset such amounts against any amounts
payable to the Executive by the Company under this agreement.
Section 7. Confidentiality; Noncompetition. The Executive shall not,
directly or indirectly, at any time, disclose any Confidential Information
(defined below) to any person, association, or other entity (other than the
Affiliated Companies, as defined below), or use, or authorize or assist any
person, association, or other entity (other than the Affiliated Companies) to
use, any Confidential Information, excepting only (a) disclosures required by
applicable law, and (b) disclosures made on a confidential basis to the
Executive's legal counsel, accountants, or other financial advisors (the
"Executive's Representatives"); provided that (i) if the Executive believes
disclosure of Confidential Information is required by applicable law, the
Executive shall promptly (and in any event prior to such disclosure) give the
Company notice of such proposed disclosure and cooperate with the Company in all
ways reasonably requested by it in its efforts to obtain a protective order or
otherwise limit the scope of such disclosure to the extent the Company deems
necessary or appropriate; (ii) the Executive shall cause the Executive's
Representatives to observe and adhere to the terms of this paragraph the same as
such terms are binding on the Executive and shall be responsible and liable for
any breach of the terms of this paragraph by any such Representatives; and (iii)
the Executive shall not be prohibited or restricted from disclosing or using
Confidential Information to the extent reasonably necessary to protect his
rights under this agreement or to defend himself in an action brought against
him arising out of his service as a director, officer, or employee of any of the
Affiliated Companies.
On or before the Separation Date, the Executive shall immediately
deliver to the Company all documents and other materials containing any
Confidential Information which are in his possession or under his control;
provided that the Company shall provide the Executive with reasonable access to
Confidential Information which relates to his service as a director of the
Company or its subsidiaries, or Confidential Information which relates to his
compensation or service as an employee of the Company or its subsidiaries, for
any reasonable purpose upon reasonable prior notice.
- 2 -
During the Severance Period, the Executive shall not, other than as a
result of any consulting services requested by the Company under Section 1 of
this agreement, directly or indirectly (whether individually or as a shareholder
or other owner, partner, member, director, officer, employee, consultant,
creditor or agent of any person, association, or other entity):
(A) Enter into, engage in, or promote or assist (financially
or otherwise), directly or indirectly, any business which provides any
commercial banking, savings banking, mortgage lending, or any similar
lending or banking services (the "Restricted Services") anywhere in the
geographic area of the States of Ohio, Indiana, Michigan, and Kentucky
(the "Restricted Territory");
(B) Solicit any person or entity located in the Restricted
Territory for the provision of any Restricted Services;
(C) Induce or encourage any employee, officer, director,
agent, customer, supplier, or independent contractor of any Affiliated
Company to terminate its relationship with any Affiliated Company, or
otherwise interfere or attempt to interfere in any way with any
Affiliated Company's relationships with any of its employees, officers,
directors, agents, customers, suppliers, independent contractors, or
others;
(D) Employ or engage any person who, at any time within the
one-year period immediately preceding such employment or engagement,
was an employee, officer, or director of any Affiliated Company; or
(E) Make any statement (oral or written), or take any other
action, which is in any way disparaging to any Affiliated Company or
tends to diminish the reputation of any Affiliated Company.
Notwithstanding the foregoing provisions of this section, the
provisions of the immediately preceding paragraph of this section shall not
prohibit the Executive from owning, directly or indirectly, two percent or less
of the issued and outstanding voting stock of a company whose shares are
publicly traded, or limit or restrict the Executive from fulfilling his duties
as a director of Ohio Casualty Corporation or its subsidiaries, provided that in
performing such duties he does not personally violate the foregoing provisions,
it being understood that merely voting as a director, or participating in board
discussion, shall not be deemed to be a personal violation.
For purposes of this agreement: (1) "Affiliated Companies" shall
include the Company, all of its subsidiaries, and any other entities controlled
by, controlling, or under common control with the Company that exist as such on
the Separation Date or about which the Company hereafter provides notice to the
Executive; (2) "Confidential Information" shall mean all trade secrets,
proprietary data, and other confidential information of or relating to any
Affiliated Company, including without limitation financial information,
information relating to business operations, services, promotional practices,
and relationships with customers, suppliers, employees, independent contractors,
or other parties, and any information which any Affiliated
- 3 -
Company is obligated to treat as confidential pursuant to any course of dealing
or any agreement to which it is a party or otherwise bound, and of which the
Executive has knowledge or reasonably should be expected to have knowledge,
provided that Confidential Information shall not include information which is or
becomes available to the general public and did not become so available through
any breach of any provision of this or any other agreement by the Executive.
The Executive acknowledges and agrees that: (aa) the various covenants,
restrictions, and obligations set forth in this Section 7 are separate and
independent obligations, and may be enforced separately or in any combination;
(bb) the provisions of this section are fundamental and essential for the
protection of the Company's legitimate business and proprietary interests; (cc)
such provisions are reasonable and appropriate in all respects; (dd) in the
event of any violation by the Executive of any of such provisions, the Company
would suffer irreparable harm and its remedies at law would be inadequate; and
(ee) in the event of any violation or attempted violation of any of such
provisions by the Executive, the Company shall be entitled to a temporary
restraining order, temporary and permanent injunctions, specific performance,
and other equitable relief, without any showing of irreparable harm or damage or
the posting of any bond.
In addition, if the Executive violates any of the provisions of this
Section 7 (other than an inadvertent violation which is not material to any of
the Affiliated Companies, and, if ongoing, which the Executive ceases on
receiving notice or obtaining knowledge of the violation), then: (x) all
obligations of the Company to make any payments becoming due under Section 2 of
this agreement after such violation shall terminate automatically; and (y) the
Executive shall promptly repay to the Company all amounts paid by the Company
under such section after the date of such violation.
All rights and remedies of the Company under this section and the other
provisions of this agreement shall be cumulative and in addition to all other
rights and remedies that may be available to the Company from time to time,
whether under any other agreement, at law, in equity, or otherwise.
Section 8. Release By the Executive. In exchange for the payments and
other consideration provided for in this agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Executive hereby RELEASES, REMISES, AND FOREVER DISCHARGES the Company, all
other Affiliated Companies, and all of their respective predecessors,
successors, assigns, divisions, shareholders, directors, officers, agents,
employees, and representatives, personally and in their respective capacities,
and any other person or entity succeeding to any such person or entity, from any
and all claims, demands, rights, charges, actions, interests, debts,
obligations, liabilities, damages, costs, expenses, and causes of action of
whatever type or nature, whether legal or equitable, whether in tort or in
contract, whether known or unknown, which the Executive has or may have against
any of them, either individually, jointly, severally, or jointly and severally,
based upon any agreements, transactions, acts, or omissions which have occurred
from the beginning of time to the date of this agreement, including without
limitation any and all claims, demands, or causes of action arising out of,
either directly or indirectly, the Executive's employment or separation from
- 4 -
employment with the Company, including without limitation any rights or causes
of action the Executive may have under Title VII of the Civil Rights Act of
1964, as amended, 42 U.S.C. Section 2000e, et seq., the Americans with
Disabilities Act, 42 U.S.C. Section 12101 et seq., the Employee Retirement
Income Security Act, 29 U.S.C. Section 301, et seq., the Family and Medical
Leave Act, 29 U.S.C. Section 2601 et seq., the Age Discrimination in Employment
Act, 29 U.S.C. Section 621, et seq., the Fair Labor Standards Act, 29 U.S.C.
Section 201 et seq., and, except as provided in Section 3, the Consolidated
Omnibus Budget Reconciliation Act ("COBRA"), 29 U.S.C. Section 1161 et seq.,
including any claim for or right to attorney's fees, costs and expenses
thereunder, and specifically including any claim for wages, bonuses, or other
compensation; provided that the foregoing release shall not apply to any rights
of the Executive or obligations of the Company: (a) under this agreement, the
1991 Stock Plan, the 1999 Stock Plan, any existing agreements between the
Company and the Executive executed pursuant to the 1991 Stock Plan, the 1999
Stock Plan (as such agreements are modified pursuant this agreement), the
Endorsement Method Split Dollar Agreement dated November 2, 2001 (the "Split
Dollar Agreement"), between the Company and the Executive, the Company's
Employees Pension Plan and Trust, the Executive Supplemental Retirement
Agreement dated February 1, 2002, between the Company and the Executive, the
Company's Director Fee Stock Plan, the Company's Thrift Plan and Trust, and the
Company's Deferred Compensation Plan adopted effective June 1, 2003, as the same
may have been amended after the original dates thereof and prior to the date of
this agreement (collectively, the "Surviving Agreements"); (b) any conversion
rights available to terminated employees generally under "welfare benefit
plans," as defined in ERISA (the "Welfare Benefit Plans"); or (c) any rights the
Executive has to indemnification under the articles of incorporation or code of
regulations (or equivalent governing documents) of the Company or its
subsidiaries, or under the director and officer insurance policies of the
Company or its subsidiaries as in effect from time to time, or under the express
requirements of applicable law (collectively, the "Indemnification Rights"). The
Executive shall not sue the Company or any other person or entity benefiting
from the foregoing release, or make, assert, or maintain any charge, claim,
demand, or action against the Company or any such other person or entity, with
respect to any matter released pursuant to the foregoing release. If the
Executive violates the preceding sentence, the Executive shall pay all costs and
expenses (including without limitation reasonable attorneys fees) incurred by
the Company or such other person or entity in defending such suit, claim,
charge, demand, or action.
Section 9. Voluntary Execution; Consideration and Revocation Periods.
The Executive acknowledges that: (a) he has entered into this agreement
voluntarily and knowingly, and with the advice of independent legal counsel
retained by him; (b) he has carefully read and fully understands this agreement;
and (c) he has specifically waived any rights under 29 U.S.C. Section 621 et
seq. and all provisions of the Older Worker Benefit Protection Act have been
complied with, including that this agreement has been explained to him. The
Executive acknowledges that he has been advised in writing to consult with his
attorney regarding whether he wishes to execute this agreement. The Executive
further acknowledges that he has been given a period of twenty-one (21) days
within which to consider this agreement, and that he hereby voluntarily and
knowingly waives such twenty-one (21) day period without fraud,
misrepresentation, threat, or duress. The Executive understands that he may
revoke the release under Section 8 of this agreement within seven (7) days from
the date on which he signs this agreement by giving written notice of such
revocation to the Company within such seven (7) day revocation period, delivered
by hand
- 5 -
or certified mail, return receipt requested, to Bruce E. Leep, Chairman of the
Board, First Financial Bancorp., 3106 Condit Street, Highland, Indiana 46322,
with a copy to the address for the Company specified in Section 15 of this
agreement. Such release shall not be effective for seven (7) days after the date
on which the Executive signs this agreement, but unless so revoked shall
automatically become effective. If the Executive so revokes such release: (i)
this agreement shall be null and void and of no further force or effect, except
that the Executive's termination of employment and cessation of service as a
director and officer as provided in Section 1 of this agreement shall be
effective regardless of such revocation; and (ii) each Party shall have only
those benefits and rights to which it would have been entitled in the absence of
this agreement (subject to the exception in the preceding clause (i)), with the
Executive being deemed to have been terminated pursuant to Section 4(a) of the
agreement dated August 4, 2000, between the Company and the Executive (the "2000
Agreement"), and the date of such revocation being deemed to be the Date of
Termination (as defined in the 2000 Agreement) for that purpose.
Section 10. Release by Company. The Company, for itself and its
subsidiaries, hereby releases, remises, AND FOREVER DISCHARGES the Executive and
his successors, assigns, agents, and representatives, personally, and in their
respective capacities, and any other person or entity succeeding to any such
person or entity, from any and all claims, demands, rights, charges, actions,
interests, debts, obligations, liabilities, damages, costs, expenses, and causes
of action of whatever type or nature, whether legal or equitable, whether in
tort or in contract, whether known or unknown, which the Company or any of its
subsidiaries has or may have against any of them, either individually, jointly,
or severally, or jointly and severally, based upon any agreements, transactions,
acts, or omissions which have occurred from the beginning of time to the date of
this agreement; provided that the foregoing release shall not apply to any
rights of the Company or any of its subsidiaries or obligations of the
Executive: (a) under this agreement or any Surviving Agreement or Welfare
Benefit Plan; (b) relating to any intentionally wrongful act of the Executive or
any violation of any federal or state securities laws by the Executive
(excluding such matters to the extent that they are covered by the
Indemnification Rights); or (c) any act or omission of the Executive in his
capacity as an officer or director of the Company or any of its subsidiaries for
which, or to the extent, he is not entitled to indemnification under the
Indemnification Rights. Neither the Company nor any of its subsidiaries shall
sue the Executive or any other person or entity benefiting from the foregoing
release, or make, assert, or maintain any charge, claim, demand, or action,
against the Executive or any such other person or entity, with respect to any
matter released pursuant to the foregoing release. If the Company or any of its
subsidiaries violates the preceding sentence, the Company shall pay all costs
and expenses (including without limitation reasonable attorneys fees) incurred
by the Executive or such other person or entity in defending such suit, claim,
charge, demand, or action.
Section 11. D&O Insurance. For the period of seven years beginning the
Separation Date, if and to the extent coverage of former officers and directors
is included under the Company's directors and officers liability insurance
policy in effect from time to time, the Company shall continue to provide
coverage for the Executive under such policy against any claims arising out of
his activities as a director and officer of the Company; provided that the
foregoing shall not limit the Company's right to modify its directors and
officers insurance coverage from time to time so long as such changes apply to
its officers and directors generally.
- 6 -
Section 12. Split Dollar Agreement. The Company and the Executive (the
"Parties") acknowledge that there are certain ambiguities in the provisions of
the Split Dollar Agreement, and that pursuant to Section XVI of the Split Dollar
Agreement, the Company has the sole discretion to interpret all provisions of
the Split Dollar Agreement. To give the intended effect to the provisions of the
Split Dollar Agreement, including without limitation the provisions of Section
VI.B.(ii) thereof, the Company interprets the Split Dollar Agreement such that
the provisions of Section IX of the Split Dollar Agreement beginning with the
second paragraph of such section are not applicable to the termination of the
Executive's employment pursuant to this agreement, and the Executive agrees with
that interpretation. In addition, the Company acknowledges that the termination
of the Executive's employment with the Company is not a termination for cause as
defined in the first clause B of Section IX of the Split Dollar Agreement.
Section 13. Change In Control. The Parties acknowledge and agree that
this agreement is not being entered into in contemplation of, nor is it
contingent upon, a change in the ownership or control of the Company, or the
ownership of a substantial portion of the Company's assets, as described in
Section 280G(b)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the
"Code"). However, subject to the following provisions of this section, if the
payments to the Executive under this agreement are conclusively determined (by
agreement among the Parties and the Internal Revenue Service or as a final
determination by a court of competent jurisdiction) to be parachute payments, as
defined in Section 280G of the Code, and such payments shall cause the Executive
to be liable for the payment of any excise tax pursuant to Sections 280G and
4999 of the Code, then the Company shall pay the Executive an additional amount
equal to the amount of such excise tax and the additional aggregate federal,
state, and local income taxes for which the Executive shall be liable as a
result of such additional payment.
Notwithstanding the foregoing: (a) the Company shall have no obligation
for any additional payments under this section if the payments under this
agreement would not have caused the Executive to be liable for any excise tax
pursuant to Sections 280G and 4999 of the Code without consideration of the
options and restricted stock awards that are vested pursuant to Section 5 of
this agreement (the "Vested Stock Awards"); and (b) the Company's additional
payment obligation under this section shall not include any excise taxes (or
related tax "gross up") on an amount equal to the value of the Vested Stock
Awards, which amount shall be deducted from the amount of the compensation for
which the Executive has excise tax liability for purposes of determining the
Company's additional payment obligation, if any, under this section.
Section 14. Attorneys Fees. The Company shall pay or reimburse the
Executive for reasonable and actual attorneys fees incurred by him in connection
with the negotiation of this agreement, up to the maximum amount of $10,000.
Such payment or reimbursement shall be made within a reasonable time after
presentment to the Company of an invoice for such fees, subject to the Executive
providing such additional related documentation or detail as may be reasonably
requested by the Company.
Section 15. Notices. All notices and other communications under this
agreement to any Party shall be in writing and shall be deemed given when
delivered personally, telecopied (which is confirmed) to that Party at the
telecopy number for that Party set forth below, mailed by certified
- 7 -
mail (return receipt requested) to that Party at the address for that Party (or
at such other address for such Party as such Party shall have specified in
notice to the other Party) or delivered to Federal Express, UPS, or any similar
express delivery service for delivery to that Party at that address:
(a) If to the Company:
First Financial Bancorp.
300 High Street
P.O. Box 476
Hamilton, Ohio 45012-0476
Attention: Chairman of the Board
Telecopy No.: 513-785-3434
(b) If to the Executive:
8 Churchhill Street
Hamilton, Ohio 45013
Telecopy No.: ______________
Section 16. Severability. The intention of the Parties is to comply
fully with all rules, laws, and public policies to the extent possible. If and
to the extent that any court of competent jurisdiction is unable so to construe
any provision of this agreement and holds that provision to be invalid, such
invalidity shall not affect the remaining provisions of this agreement, which
shall remain in full force and effect. With respect to any provision in this
agreement finally determined by such a court to be invalid or unenforceable,
such court shall have jurisdiction to reform this agreement to the extent
necessary to make such provision valid and enforceable, and, as reformed, such
provision shall be binding on the Parties.
Section 17. Non-Waiver. No failure by either Party to insist upon
strict compliance with any term of this agreement, to exercise any option, to
enforce any right, or to seek any remedy upon any default of the other Party
shall affect, or constitute a waiver of, the other Party's right to insist upon
such strict compliance, exercise that option, enforce that right, or seek that
remedy with respect to that default or any prior, contemporaneous, or subsequent
default. No custom or practice of the Parties at variance with any provision of
this agreement shall affect, or constitute a waiver of, either Party's right to
demand strict compliance with all provisions of this agreement.
Section 18. Complete Agreement. This agreement and the Surviving
Agreements and Welfare Benefit Plans (all of which are hereby incorporated
herein by reference) contain the entire agreement between the Parties and
supersede all other agreements and understandings between the Parties with
respect to the subject matter of this agreement. Without limiting the foregoing,
this agreement supersedes the 2000 Agreement, which shall have no further force
or effect. No alterations, additions, or other changes to this agreement shall
be made or be binding unless made in writing and signed by both Parties.
- 8 -
Section 19. Governing Law. This agreement shall be governed by and
construed in accordance with the laws of the State of Ohio without regard to
principles of conflicts of law.
Section 20. Captions. The captions of the various sections of this
agreement are not part of the context of this agreement, are only guides to
assist in locating those sections, and shall be ignored in construing this
agreement.
Section 21. Genders and Numbers. Where permitted by the context, each
pronoun used in this agreement includes the same pronoun in other genders and
numbers, and each noun used in this agreement includes the same noun in other
numbers.
Section 22. Capacity. The Executive represents and warrants to the
Company that the Executive has the capacity and right to enter into this
agreement and perform all of his obligations under this agreement without any
restriction.
Section 23. Arbitration. Subject to the right of the Company to
exercise the remedies described in the third-to-last paragraph of Section 7 of
this agreement in any court having jurisdiction, all disagreements and
controversies arising with respect to this agreement, or with respect to its
application to circumstances not clearly set forth in this agreement, shall be
settled by binding arbitration to be held, and the award made, in Hamilton,
Ohio, pursuant to the then-applicable Commercial Arbitration Rules of the
American Arbitration Association. In any such arbitration, the arbitrators shall
consist of a panel of three arbitrators, which shall act by majority vote and
which shall consist of one arbitrator selected by the Party on one side of the
issue subject to the arbitration, one arbitrator selected by the Party on the
other side of the issue, and a third arbitrator selected by the two arbitrators
so selected, who shall be either a certified public accountant or an attorney at
law licensed to practice in the State of Ohio and who shall act as chairman of
the arbitration panel; provided that if the Party on one side of the issue
selects its arbitrator for the panel and the other Party fails so to select its
arbitrator within 10 business days after being requested by the first Party to
do so, then the sole arbitrator shall be the arbitrator selected by the first
Party. A decision in any such arbitration shall apply both to the particular
question submitted and to all similar questions arising thereafter and shall be
binding and conclusive upon both Parties and shall be enforceable in any court
having jurisdiction over the Party to be charged.
All costs and expenses of arbitration shall be borne by the Parties as
determined by the arbitrator or arbitration panel, except that the fees and
expenses of any arbitrator on an arbitration panel who is selected individually
by a Party shall be borne separately by the Party appointing the arbitrator;
provided that if one Party fails to select an arbitrator for a panel, and the
sole arbitrator is the arbitrator selected by the other Party, then the fees of
that arbitrator shall be borne by the Parties as determined by that arbitrator.
Section 24. Successors. This agreement shall be personal to the
Executive and no rights or obligations of the Executive under this agreement may
be assigned by the Executive to any third party (other than by will or pursuant
to the laws of descent and distribution). Any assignment or attempted assignment
by the Executive in violation of the preceding sentence shall be null and void.
Subject to the foregoing, this agreement shall be binding upon, inure to the
benefit of, and
- 9 -
be enforceable by and against the heirs, personal representatives, successors
and assigns of each Party.
Section 25. Counterparts This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same Agreement.
[Signatures on following page]
- 10 -
FIRST FINANCIAL BANCORP.
By /s/ Bruce E. Leep /s/ Stanley N. Pontius
--------------------------------- ----------------------------
Bruce E. Leep, Chairman of the Board STANLEY N. PONTIUS
Date Executed: October 15, 2003
- 11 -