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Exhibit 10(q)
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
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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 immediately
pri
