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EXHIBIT 99.1
INDEMNIFICATION AGREEMENT
This Indemnification Agreement ("Agreement"), effective as of March
27, 1996, among BancFirst Ohio Corp., an Ohio corporation (the "Company"), and
David T. Mitchell, Judith M. Heffernan, Louis A. Mitchell, Louis A. Mitchell,
III, Mark R. Mitchell, Sandra W. Mitchell and Constance M. Moran (collectively,
the "Shareholder Group"), and First Financial Group, Inc. ("First Financial").
RECITALS
County Savings Bank ("County") is a wholly owned subsidiary of First
Financial, which engages in the savings and loan business. The Shareholder Group
consists of individuals collectively constituting all of the shareholders of
First Financial with the exception of Denison University.
First Financial has agreed to sell and the Company has agreed to
purchase all of the outstanding shares of County pursuant to a Stock Purchase
Agreement (the "Stock Purchase Agreement"), dated as of March 27, 1996;
and it is a condition to the sale that the Shareholder Group enter into this
Agreement.
AGREEMENT
In consideration of First Financial and the Company entering into the
Stock Purchase Agreement and other good and valuable consideration, the parties
hereby agree as follows:
1. Capitalized Terms. All capitalized terms used herein without express
definition shall be defined as provided in the Stock Purchase Agreement.
2. Part 7.6 Indemnification. In the event Company elects to terminate the Stock
Purchase Agreement in accordance with Part 7.6 of the Disclosure Letter,
First Financial will notify the members of the Shareholder Group. In such
circumstance and to the extent provided in Part 7.6, if a majority in
interest of the Shareholder Group elect in a writing delivered to: Edward N.
Cohn, c/o County Savings Bank, 65 East State Street, Columbus, Ohio 43215,
to void such the termination, then in such event, each member of the
Shareholder Group - Severally (as defined below) - agrees to indemnify and
hold harmless the Company for, and will pay to the Company, the amount of
any loss, liability, claim, damage (including incidental and consequential
damages), expense (including costs of investigation and defense and
reasonable attorneys' fees) or diminution of value, whether of not involving
a third-party claim (collectively, "Damages"), arising out of the claims
asserted in the complaint or Threats which result in noncompliance with Part
7.6 of the Disclosure Letter to the extent First Financial is unable to
satisfy the same.
3. Damage Adjustment. If any Damages suffered by the Company shall result in
any tax saving, entitlement to insurance recovery or other monetary benefit
to the Company, then the amount of such Damages payable by the Shareholder
Group shall be adjusted to reflect such benefit.
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4. Severally Defined. As used herein, "Severally" shall mean that the amount
payable by each member of the Shareholder Group shall equal the total dollar
amount of the Damages, multiplied by a fraction the numerator of which is
the number of shares of First Financial owned by such shareholder as of the
date hereof (as shown on Exhibit A), and the denominator of which is the
total number of shares held by all members of the Shareholder Group (as
shown on Exhibit A), but in no event to exceed an amount equal to the
Purchase Price multiplied by such fraction.
5. Section 10 Indemnification. Subject to the limitations of Section 6, the
Shareholder Group hereby agrees to assume, Severally, the indemnification
obligations of First Financial to the Company under Section 10 of the Stock
Purchase Agreement, provided that First Financial's net worth (computed
without deduction for payments made by First Financial as a result of the
indemnity provided in Section 10 of the Stock Purchase Agreement but
otherwise in accordance with GAAP) is below $3,000,000 as of the date First
Financial's liability for the claim is determined.
6. Liability Cap. The total of all indemnification payments payable under
Section 5 hereof shall not exceed the sum of $3,000,000, less the net worth
of First Financial, determined as provided in Section 5 hereof by First
Financials' regular accountants, as of the date First Financial's liability
for the claim is determined, and less any indemnification payments made by
First Financial pursuant to Section 10 of the Stock Purchase Agreement
through the date on which First Financial's liability for the claim is
determined.
7. First Financial's Obligation. First Financial agrees that, at the earliest
possible time, it will reimburse the Shareholder Group or any one of them,
for any payments made hereunder and the expenses associated therewith.
8. Notice. The Company, as a condition precedent to its right to be indemnified
under this Agreement, shall give to each member of the Shareholder Group
notice in writing as soon as practicable of any claim made against it for
which indemnity will or could be sought under this Agreement.
8.1. Notice to the Shareholder Group shall be given to each member at the
address shown on Exhibit A to this Agreement or such other address as a
member of the Shareholder Group shall designate in writing to the
Company.
8.2. Notice shall be deemed received if sent by prepaid mail, properly
addressed, the date of such notice being the date postmarked. In
addition, the Company shall give the Shareholder Group such information
and cooperation as they may reasonably require.
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9. Right to Defend. The Shareholder Group shall have the right (but not the
obligation), at their own expense and with counsel of their choice, to
control the defense of any such claim and all actions and proceedings in
connection therewith, provided that each of the Company and First Financial
shall have the right to participate in such defense with counsel of its
choice at its own expense. No such claim shall be compromised or settled by
the Company or First Financial without the prior written consent of the
majority in interest of the Shareholder Group. First Financial also agrees
to notify the Shareholder Group if it becomes aware of circumstances giving
rise to indemnification obligations hereunder.
10. Applicable Law. This Agreement shall be governed by and administered in
accordance with Ohio law.
11. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall constitute an original.
12. Successors and Assigns. This Agreement shall be binding upon the Company and
its successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and signed as of the day and year first above written.
BANCFIRST OHIO CORP.
By:
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Mark R. Mitchell
Its:
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David T. Mitchell Sandra W. Mitchell
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Judith M. Heffernan Constance M. Moran
FIRST FINANCIAL GROUP, INC.
By:
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Louis A. Mitchell
Its:
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Louis A. Mitchell, III
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EXHIBIT A
FIRST FINANCIAL GROUP
SHARE OWNERSHIP
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SHAREHOLDER SHARES OWNED
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David T. Mitchell 26.131
101-B Presidential Drive
Greenville DE 19807
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Judith M. Heffernan 26.132
c/o Four Seasons Hotel
200 Boylston Street
Attn: Sales Office
Boston MA 02116
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Louis A. Mitchell 120.345
137 South Columbia Avenue
Columbus OH 43209
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Louis A. Mitchell, III 26.132
714 Kenwick Avenue
Columbus, Oh 43209
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Mark R. Mitchell 26.131
131 East Sycamore
Columbus OH 43206
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Sandra W. Mitchell 26.131
121 East Sycamore
Columbus, Oh 43206
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Constance M. Moran 26.131
2466 Fair Avenue
Columbus OH 43209
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TOTAL SHARES (SHAREHOLDER GROUP) 277.133
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