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Exhibit 10(r)
SENIOR OFFICER CHANGE IN CONTROL BENEFITS AGREEMENT
This Senior Officer Change in Control Benefits Agreement
("Agreement") is made and entered into as of March 17, 2004, by and
between
Integra Bank Corporation, an Indiana corporation (hereinafter
referred to as the
"Company"), and Roger M. Duncan (hereinafter referred to as
"Employee").
W I T N E S S E T H
WHEREAS, Employee is a senior officer of the Company; and
WHEREAS, the Company believes that Employee will make valuable
contributions to the productivity and profitability of the Company;
and
WHEREAS, the Company desires to encourage Employee to continue
to
make such contributions and not to seek or accept employment
elsewhere; and
WHEREAS, the Company, therefore, desires to assure Employee of
certain benefits in case of any termination or significant
redefinition of the
terms of his employment with the Company subsequent to any Change
in Control of
the Company;
NOW, THEREFORE, in consideration of the foregoing and of the
mutual
covenants herein contained and the mutual benefits herein provided,
the Company
and Employee hereby agree as follows:
1. The term of this Agreement shall be from the date hereof
through
December 31, 2005; provided, however, that such term shall be
automatically
extended for an additional year each year thereafter unless either
party hereto
gives written notice to the other party not to so extend prior to
November 30 of
the year for which notice is given, in which case no further
automatic extension
shall occur.
2. As used in this Agreement, "Change in Control" of the
Company
means:
(A) The acquisition by any individual, entity or group (within
the
meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as
amended (the "Exchange Act") (a "Person"), beneficial ownership
(within
the meaning of Rule 13d-3 promulgated under the Exchange Act as
in
effect
from time to time) of twenty-five percent (25%) or more of
either
(i) the
then outstanding shares of common stock of the Company or (ii)
the
combined
voting power of the then outstanding voting securities of the
Company
entitled to vote generally in the election of directors;
provided,
however,
that the following acquisitions shall not constitute an
acquisition of control: (a) any acquisition directly from the
Company
(excluding
an acquisition by virtue of the exercise of a conversion
privilege), (b) any acquisition by the Company, (c) any acquisition
by any
employee
benefit plan (or related trust) sponsored or maintained by the
Company
or
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any
corporation controlled by the Company, or (d) any acquisition by
any
corporation pursuant to a reorganization, merger or consolidation,
if,
following such
reorganization, merger or consolidation, the conditions
described
in clauses (i), (ii) and (iii) of subsection (C) of this
definition
are satisfied;
(B) Individuals who, as of the date hereof, constitute the Board
of
Directors
of the Company (the "Incumbent Board") cease for any reason to
constitute
at least a majority of the Board; provided, however, that any
individual
becoming a director subsequent to the date hereof whose
election,
or nomination for election by the Company's shareholders, was
approved
by a vote of at least a majority of the directors then
comprising
the
Incumbent Board shall be considered as though such individual were
a
member of
the Incumbent Board, but excluding, for this purpose, any such
individual
whose initial assumption of office occurs as a result of either
an actual
or threatened election contest (as such terms are used in Rule
14a-11 of
Regulation 14A promulgated under the Exchange Act) or other
actual or
threatened solicitation of proxies or consents by or on behalf
of a
Person other than the Board;
(C) Approval by the shareholders of the Company of a
reorganization,
merger or
consolidation, in each case, unless, following such
reorganization, merger or consolidation, (i) more than sixty
percent (60%)
of,
respectively, the then outstanding shares of common stock of
the
corporation resulting from such reorganization, merger or
consolidation
and the
combined voting power of the then outstanding voting securities
of
such
corporation entitled to vote generally in the election of
directors
is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial
owners,
respectively, of the outstanding Company common stock and
outstanding Company voting securities immediately prior to such
reorganization, merger or consolidation in substantially the
same
proportions as their ownership, immediately prior to such
reorganization,
merger or
consolidation, of the outstanding Company stock and outstanding
Company
voting securities, as the case may be, (ii) no Person
(excluding
the
Company, any employee benefit plan or related trust of the Company
or
such
corporation resulting from such reorganization, merger or
consolidation and any Person beneficially owning, immediately prior
to
such
reorganization, merger or consolidation, directly or
indirectly,
twenty-five percent (25%) or more of the outstanding Company common
stock
or
outstanding voting securities, as the case may be) beneficially
owns,
directly
or indirectly, twenty-five percent (25%) or more of,
respectively, the then outstanding shares of common stock of
the
corporation resulting from such reorganization, merger or
consolidation or
the
combined voting power of the then outstanding voting securities
of
such
corporation entitled to vote generally in the election of
directors
and (iii)
at least a majority of the members of the board of directors of
the
corporation resulting from such reorganization, merger or
consolidation were members of the Incumbent Board at the time of
the
execution
of the initial agreement providing for such reorganization,
merger or
consolidation; or
(D) Approval by the shareholders of the Company of (i) a
complete
liquidation or dissolution of the Company or (ii) the sale or
other
disposition of all or substantially all of the assets of the
Company,
other than
to a corporation with respect to which following such sale or
other
disposition (a) more than sixty percent (60%) of, respectively,
the
then
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outstanding shares of common stock of such corporation and the
combined
voting
power of the then outstanding voting securities of such
corporation
entitled
to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially
all of
the
individuals and entities who were the beneficial owners,
respectively,
of the
outstanding Company common stock and outstanding Company voting
securities
immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately
prior to
such sale
or other disposition, of the outstanding Company common stock
and
outstanding Company voting securities, as the case may be, (b)
no
Person
(excluding the Company and any employee benefit plan or related
trust of
the Company or such corporation and any Person beneficially
owning,
immediately prior to such sale or other disposition, directly
or
indirectly, twenty-five percent (25%) or more of the outstanding
Company
common
stock or outstanding Company voting securities, as the case may
be)
beneficially owns, directly or indirectly, twenty-five percent
(25%) or
more of,
respectively, the then outstanding shares of common stock of
such
corporation and the combined voting power of the then outstanding
voting
securities
of such corporation entitled to vote generally in the election
of
directors and (c) at least a majority of the members of the board
of
directors
of such corporation were members of the Incumbent Board at the
time of
the execution of the initial agreement or action of the Board
providing
for such sale or other disposition of assets of the Company.
3. The Company shall provide Employee with the benefits set forth
in
Section 6 of this Agreement upon any termination of Employee's
employment by the
Company within twelve (12) months following a Change in Control for
any reason
except the following:
(A) Termination by reason of Employee's death.
(B) Termination by reason of Employee's "disability." For
purposes
hereof,
"disability" mean either (i) when Employee is deemed disabled
in
accordance
with the long-term disability insurance policy or plan of the
Company in
effect at the time of the illness or injury causing the
disability
or (ii) the inability of Employee, because of injury, illness,
disease or
bodily or mental infirmity, to perform the essential functions
of his or
her job (with or without reasonable accommodation) for more
than
one
hundred twenty (120) days during any period of twelve (12)
consecutive
months.
(C) Termination upon Employee reaching his or her normal
retirement
date,
which for purposes of this Agreement shall be deemed to be the
end
of the
month during which Employee reaches sixty-five (65) years of
age.
(D) Termination for "cause." As used in this Agreement, the
term
"cause"
mean the occurrence of one or more of the following events: (i)
Employee's
conviction for a felony or of any crime involving moral
turpitude;
(ii) Employee's engaging in any illegal conduct or willful
misconduct
in the performance of his employment duties for the Company (or
its
affiliates); (iii) Employee's engaging in any fraudulent or
dishonest
conduct in
his dealings with, or on behalf of, the Company (or its
affiliates); (iv) Employee's failure or
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refusal to
follow the lawful instructions of the Company, if such failure
or refusal
continues for a period of five (5) calendar days after the
Company
delivers to Employee a written notice stating the instructions
which
Employee has failed or refused to follow; (v) Employee's breach
of
any of
Employee's obligations under this Agreement; (vi) Employee's
gross
or
habitual negligence in the performance of his employment duties for
the
Company
(or its affiliates); (vii) Employee's engaging in any conduct
tending to
bring the Company into public disgrace or disrepute or to
injure the
reputation or goodwill of the Company; (viii) Employee's
material
violation of the Company's business ethics or
conflict-of-interest policies, as such policies currently exist or
as they
may be
amended or implemented during Employee's employment with the
Company;
(ix) Employee's misuse of alcohol or illegal drugs which
interferes
with the performance of Employee's employment duties for the
Company or
which compromises the reputation or goodwill of the Company;
(x)
Employee's intentional violation of any applicable banking law
or
regulation
in the performance of Employee's employment duties for the
Company;
or (xi) Employee's failure to abide by any employment rules or
policies
applicable to the Company's employees generally that Company
currently
has or may adopt, amend or implement from time to time during
Employee's
employment with the Company.
4. The Company shall also provide Employee with the benefits
set
forth in Section 6 of this Agreement upon any voluntary resignation
of Employee
if any one of the following events occurs within twelve (12) months
following a
Change in Control:
(A) Without Employee's express written consent, the assignment
of
Employee
to any duties which are fundamentally and significantly
inconsistent with his duties with the Company immediately prior to
the
Change in
Control or a fundamental and substantial reduction of his
duties
or
responsibilities from his duties or responsibilities i
