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 Michael Carroll (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 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 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 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
