FIRST AMENDMENT OF EMPLOYMENT AGREEMENT

EXHIBIT 10.06

FIRST AMENDMENT OF
EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT OF EMPLOYMENT AGREEMENT (the “Agreement”) is made effective this 20th day of November, 2008 (“Effective Date”) between The National Bank of Indianapolis Corporation (the “Bank”) and Morris L. Maurer, a resident of Indiana (the “Executive”).

WHEREAS, the Bank and the Executive entered into that certain Employment Agreement originally dated December 15, 2005 (the “Employment Agreement”), which Employment Agreement is currently in full force and effect; and

WHEREAS, the Bank has determined that the Employment Agreement is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and should be amended to comply with the requirements of Code Section 409A; and

WHEREAS, counsel has prepared, and the Bank has reviewed and approved for adoption, this Amendment to give effect to, and to carry out the intentions of, the foregoing recital;

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the Bank and the Executive agree to amend the Agreement by adding a new Section 4(j) to read as follows:

“(j) Delay of Payment in Certain Circumstances. Notwithstanding the foregoing provisions of this Section, all amounts under this Agreement that (i) are payable to the Executive due to the Executive’s Separation from Service, as described in Treasury Regulation §1.409A-1(h), for a reason other than the Executive’s death, (ii) are payable at a time when the Executive is a “Specified Employee” as defined in Treasury Regulation §1.409A-1(i), and (iii) provide for a “deferral of compensation” as defined in Treasury Regulation §1.409A-1(b) under Sections 4(c), 4(d), 4(h) and 4(i), shall be suspended for six (6) months following such Separation from Service. The Executive shall receive a lump sum payment of the amounts so suspended on the first day following the six-month suspension period.”

IN WITNESS WHEREOF, the Bank, by its duly authorized officer, and the Executive have executed this First Amendment of the Employment Agreement effective this 20th day of November, 2008.

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made and entered into by and between The National Bank of Indianapolis Corporation (the “Company”) and Morris L. Maurer (the “Executive”).

WHEREAS, the Company desires to assure continuity of its management, to enable its executives to devote their full attention to management responsibilities and to help the Board of Directors assess options and advise as to the best interest of the Company and its shareholders without being influenced by the uncertainties of their own situations, and to demonstrate to its executives the interests of the Company in their well-being and fair treatment upon the occurrence of certain specified events of termination of Executive’s employment by the Company; and

WHEREAS, to that end, the Company desires to assure the Executive that he will receive certain benefits upon the occurrence of certain specified events of termination of Executive’s employment by the Company.

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive and the Company agree as follows:

1.  Certain Defined Terms . As used in this Agreement, the following terms shall have the following meanings:

“Agreement” shall mean this Employment Agreement, dated as of December 15, 2005, by and between The National Bank of Indianapolis Corporation and Morris L. Maurer.

“Bonus Amount” shall mean the annual bonus earned by Executive from the Company during the last completed fiscal year of the Company immediately preceding Executive’s Termination Date (annualized in the event Executive was not employed by the Company for the whole of any such fiscal year).

“Cause” shall mean (i) action by the Executive involving willful misconduct or gross negligence materially injurious to the Company, (ii) the written requirement or direction of a federal or state regulatory agency having jurisdiction over the Company, (iii) conviction of the Executive of the commission of any criminal offense involving dishonesty or breach of trust, or (iv) any intentional breach by the Executive of a material term, condition or covenant of this Agreement.

“Change of Control” shall mean (i) any merger, tender offer, consolidation or sale of substantially all of the assets of the Company, or related series of such events, as a result of which: (A) shareholders of the Company immediately prior to such event hold less than 50% of the outstanding voting securities of the Company or its survivor or successor immediately after such event; (B) persons holding less than 25% of such securities before such event own more than 50% of such securities after such event; or (C) persons constituting a majority of the Board of Directors were not directors of the Company for at least 24 preceding months; (ii) any sale, lease, exchange, transfer, or other disposition of all or any substantial part of the assets of the Company; or (iii) any acquisition by any person or entity, directly or indirectly, of the beneficial ownership of 40% or more of the outstanding voting stock of the Company, excluding acquisitions by individuals or entities who at the date of this Agreement were either a Director of the Company or the beneficial owner (either directly or indirectly) of 10% or more of the voting securities of the Company.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Company” shall mean The National Bank of Indianapolis Corporation, and all subsidiaries and affiliates thereof.

“Company and its agents” shall have the meaning set forth in Section 11(b) .

“Confidential Information” shall have the meaning set forth in Section 8(c) .

“Disability” means termination of Executive’s employment by the Company due to Executive’s absence from Executive’s duties with the Company on a full-time basis for at least one hundred eighty (180) consecutive days as a result of Executive’s incapacity due to physical or mental illness.

“Executive” shall mean Morris L. Maurer.

“Executive’s 65th Birthday” shall mean February 24, 2016.

“Good Reason” shall mean (i) without the consent of the Executive, any change in the duties or responsibilities of Executive that is inconsistent in any material and adverse respect with Executive’s positions, duties, responsibilities or status with the Company as of the date of this Agreement or a substantial reduction of his duties or responsibilities; (ii) a reduction by the Company in the compensation (exclusive of bonus payments) or benefits of the Executive in effect as of the date hereof; (iii) any failure to include the Executive in any incentive, bonus or benefit plans as may be offered by the Company from time to time to other similarly situated employees; or (iv) a requirement that without the consent of the Executive, the Executive be based anywhere other than within fifty (50) miles from his personal residence, except for required travel pertaining to the Company’s business in accordance with the Company’s management practices in effect from time to time.

“Notice of Termination” shall have the meaning set forth in Section 5 .

“Restrictive Covenant” shall have the meaning set forth in Section 10 .

“Retirement” shall mean the written election by the Executive to terminate his employment relationship with the Company in accordance with the retirement policies and procedures of the Company in effect from time to time, whether formal or informal.

“Term” shall have the meaning set forth in Section 2 .

“Termination Date” shall mean the earlier of the date on which the Notice of Termination is given by the Executive, or the date set forth as the Termination Date in the Notice of Termination given by the Company.

2.  Term . The term (the “Term”) of this Agreement shall begin on the date hereof and shall continue until the earlier of (i) the date upon which the Executive’s employment with the Company terminates, or (ii) the Executive’s 65th birthday.

3.  Termination of Employment; Resignation of Officer and Director Positions . The Executive shall be relieved of any responsibilities with the Company, and his employment relationship with the Company will cease and terminate, effective upon the Termination Date. The Executive resigns any and all officer, director and other positions with the Company effective upon the Termination Date.

4. Severance Benefit .

(a)  Termination of Executive’s Employment by Company . Subject to the receipt of the Release contemplated by Section 11 hereof and the expiration of any applicable waiting periods, and unless otherwise provided in Section 4(h), the Company shall provide the Executive with the benefits set forth in this Section 4 upon any termination of the Executive’s employment which occurs during the Term for any reason except the following:

by the Company for Cause;

by the Company for Disability;

Retirement by the Executive;

Resignation or termination of employment by the Executive, unless such resignation or termination of employment is for Good Reason; or

Death of the Executive.

(b)  Termination of Executive’s Employment by Executive for Good Reason . Subject to the receipt of the Release contemplated by Section 11 hereof and the expiration of any applicable waiting periods, and unless otherwise provided in Section 4(h), the Company shall provide the Executive with the benefits set forth in this Section 4 upon any termination by the Executive of his employment for Good Reason which occurs during the Term.

(c)  Payment . Any amounts due to Executive pursuant to Section 4 shall be paid in one lump sum within twenty business days following receipt by the Company of the Release contemplated by Section 11 hereof and the expiration of any applicable waiting periods. If the Executive is entitled to a payment pursuant to Section 4(a) or Section 4(b) , then the Company shall pay to the Executive in cash or cash equivalent funds an amount equal to:

(d)  Insurance Coverage . If Executive is entitled to payments pursuant to Section 4, then for the two year period following termination of employment, the Company will maintain in full force and effect for the continued benefit of Executive each employee welfare benefit plan and each employee pension benefit plan (as such terms are defined in the Employee Retirement Income Security Act of 1974, as amended) in which Executive was entitled to participate immediately prior to the date of his termination, unless an essentially equivalent and no less favorable benefit is provided by a subsequent employer of the Company. If the terms of any employee welfare benefit plan or employee pension benefit plan of the Company do not permit continued participation by Executive, the Company will arrange to provide to Executive a benefit substantially similar to, and no less favorable than, the benefit he was entitled to receive under such plan at the end of the period of coverage.

(e)  SERP Accrual. Within twenty days following receipt by the Company of the Release contemplated by Section 11 hereof and the expiration of any applicable waiting periods, the Company shall provide Executive with two additional years of service credit under all non-qualified retirement plans and excess benefit plans in which the Executive participated as of his Termination Date; provided, however , that if Executive’s Termination Date is within two years of Executive’s 65th Birthday, the Company shall continue to provide Executive with the additional service credit described in this Section 4(e) only for the number of full months equal to the difference between Executive’s Termination Date and the Executive’s 65th Birthday.

(f)  Withholding Taxes . The Company may withhold from all payments due to Executive (or his beneficiary or estate) hereunder all taxes that, by applicable federal, state, local or other law, the Company is required to withhold therefrom.

(g)  Other Employee Benefits . Any benefits (other than severance) payable to the Executive due to the termination of his employment shall be paid to the Executive in accordance with the benefit payment provisions of the applicable employee benefit plan.

(h)  Change in Control . If (i) during the twelve month period following a Change of Control, the Executive’s employment is terminated by the Company for any reason other than Cause or, (ii) during the ninety day period following a Change of Control, the Executive’s employment is terminated by the Executive for any reason other than death or Disability, and subject in each instance to the receipt of the Release contemplated by Section 11 hereof and the expiration of any applicable waiting periods, in lieu of the payments, if any, which Executive may otherwise be entitled pursuant to Section 4(c) above, Executive shall be paid an amount equal to the product of 2.99 times Executive’s “base amount” as defined in Section 280G(b) (3) of the Internal Revenue Code of 1986, as amended (the “Code”) and any proposed or final regulations thereunder. Said sum shall be paid in one lump sum within twenty business days following receipt by the Company of the Release contemplated by Section 11 hereof and the expiration of any applicable waiting periods. Such payment shall be in lieu of any other future payments which Executive would be otherwise entitled to receive under this Agreement. In addition, the Company shall extend the two year period during which it will provide certain benefits to Executive pursuant to Section 4(d) for an additional year.