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AMENDMENT TO CONTRACT OF
EMPLOYMENT
This Amendment is duly made and entered into as
of the 30th day of December, 2008, by and between Integra Bank
Corporation, formerly known as National City Bancshares, Inc.
(“NCBE”) and Michael T. Vea
(“VEA”).
VEA is employed by NCBE as its Chief Executive
Officer pursuant to a Contract of Employment dated as of
August 23, 1999, as amended on September 20, 2000 (the
“Contract”); and
The parties
desire to make certain changes to the Contract.
NOW THEREFORE, in consideration of the foregoing
and of the respective covenants and agreements of the parties
herein, it is agreed as follows:
The Contract is amended effective as of the date
set forth above by adding after Paragraph 23 a new
Paragraph 24 to read as follows:
(a) The intent of the parties is that
payments and benefits under this Agreement comply with Internal
Revenue Code Section 409A and the regulations and guidance
promulgated thereunder (collectively “Code
Section 409A”) and, accordingly, to the maximum extent
permitted, this Agreement shall be interpreted to be in compliance
therewith. The payments to VEA pursuant to this Agreement are also
intended to be exempt from Section 409A of the Code to the
maximum extent possible, under either the separation pay exemption
pursuant to Treasury
Regulation Section 1.409A-1(b)(9)(iii) or as short-term
deferrals pursuant to Treasury
Regulation Section 1.409A-1(b)(4). Each payment and
benefit hereunder shall constitute a “separately
identified” amount within the meaning of Treasury Regulation
Section 1.409A-2(b)(2). If VEA notifies NCBE (with specificity
as to the reason therefore) that VEA believes that any provision of
this Agreement (or of any award of compensation, including equity
compensation or benefits) would cause VEA to incur any additional
tax or interest under Code Section 409A and NCBE concurs with
such belief or NCBE (without any obligation whatsoever to do so)
independently makes such determination, NCBE shall, after
consulting with VEA, reform such provision to try to comply with
Code Section 409A through good faith modifications to the
minimum extent reasonably appropriate to conform with Code
Section 409A. To the extent that any provision hereof is
modified in order to comply with Code Section 409A,
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