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Exhibit 10.1
EMPLOYMENT AND NON-COMPETITION AGREEMENT
This agreement
(this "AGREEMENT") is made September 21, 2004, between First
Financial Bancorp., an Ohio corporation
(the "COMPANY"), and Claude E. Davis
("EMPLOYEE"). The Company and Employee (the
"PARTIES") hereby agree as follows:
ss.1.
Employment. The Company hereby employs Employee, and Employee
hereby
accepts employment with the Company, upon
the terms and subject to the
conditions described in this Agreement.
ss.2. Term.
Employee's employment with the Company pursuant to this
Agreement shall begin on October 1, 2004
(the "COMMENCEMENT DATE") and shall end
on the first anniversary of the
Commencement Date (the "INITIAL TERM"), unless
sooner terminated pursuant to ss.6 of this
Agreement. The term of this Agreement
shall renew automatically for successive
one-year periods after the Initial Term
(the "RENEWAL TERMS"), unless and until
terminated pursuant to ss.6 of this
Agreement. When permitted by the context,
any reference in this Agreement to the
"term of this Agreement" shall include the
Initial Term and all Renewal Terms,
if any.
ss.3. Services.
Employee shall be employed as the President and Chief
Executive Officer of the Company and shall
perform such services and be
responsible for such activities as may be
reasonably assigned to him from time
to time by the Board of Directors of the
Company (the "BOARD"), or a duly
authorized Board committee, subject to the
business policies and operating
programs, budgets, procedures, and
directions established from time to time by
the Company (the "SERVICES"). Employee
shall devote his best efforts and full
business and professional time, attention,
energy, loyalty, and skill to the
rendering of the Services, to the business
affairs of the Company, and to the
advancement of the Company's interests.
ss.4.
Compensation.
(a) Base Compensation. As compensation for his Services under
this
Agreement, the
Company shall pay Employee a base salary at the annual rate
of $400,000 (the
"BASE SALARY"), payable in accordance with the Company's
general policies
and procedures for payment of salaries to its executive
personnel.
Payment of the Base Salary and any other compensation to
Employee
hereunder shall be subject to all applicable tax and other
withholding
requirements. Employee's performance shall be reviewed not less
often than
annually by the Board or a Board committee for the purpose of
considering
potential increases in the Base Salary, but the Company shall
not be obligated
to make any such increases. The initial such review shall
occur during the
Company's normal review process for its executive
personnel in
2005. The amount of the increase in Employee's Base Salary, if
any, as a result
of such initial review shall not exceed 5% of Employee's
Base Salary.
(b) Bonuses. Employee shall participate in the Company's
Performance
Incentive
Compensation Plan (the "PIC PLAN") for 2004 with a target award
of 50 points;
provided that any bonus pursuant to the PIC Plan for 2004
shall be
pro-rated based on Employee's actual term of employment during
2004. Except as
provided in the following paragraph, annual bonuses for
subsequent years
shall be based on Employee's
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participation in
an annual PIC Plan or such other bonus compensation plans
established by the Board or
a Board committee from time to time.
In addition, so long as Employee is employed by the Company on
the
applicable
anniversary, the Company shall pay Employee a bonus of $33,000
not later than
30 days after each of the first three anniversaries of the
Commencement
Date (the "Additional Bonuses"). The Additional Bonuses may be
deferred by
Employee under the Company's Deferred Compensation Plan dated
June 1, 2003,
subject to the terms and conditions of such plan.
(c) Stock Options. On the Commencement Date or as soon thereafter
as
may be
reasonably practicable, the Company shall grant Employee an
option
to purchase
50,000 shares of the Company's Common Stock, as defined in the
company's 1999
Stock Incentive Plan for Officers and Employees (the "STOCK
PLAN"), at a
price equal to the Fair Market Value (as defined in the Stock
Plan) on the
date of grant (the "OPTION"), with all of the shares of Common
Stock subject to
the Option to vest on the first anniversary of the date of
grant, and with
accelerated vesting upon a Change in Control, as defined in
the Stock Plan
(a "CHANGE IN CONTROL"); provided that the Option shall be
subject to the
terms and conditions of the Stock Plan and the execution by
Employee of a
stock option agreement approved by the Board or the Committee
(as defined in
the Stock Plan) pursuant to the Stock Plan. Future grants of
stock options,
if any, and the related terms shall be at the discretion of
the Board or the
Committee.
(d) Restricted Stock. On the Commencement Date or as soon
thereafter
as may be
reasonably practicable, the Company shall award to Employee
35,000 shares of
Common Stock as Restricted Stock, as defined in the Stock
Plan (the
"RESTRICTED STOCK"), of which 17,500 shares shall vest on the
first
anniversary of the date of the award and 8,750 shall vest on each
of
the second and
third anniversaries of the date of the award, and with
accelerated
vesting upon a Change in Control; provided that the Restricted
Stock shall be
subject to the terms and conditions of the Stock Plan and
the execution by
Employee of a restricted stock agreement approved by the
Board or the
Committee pursuant to the Stock Plan. Future grants of
restricted
stock, if any, and the related terms shall be at the discretion
of the Board or
the Committee.
(e) Fringe Benefits and Perquisites. During the term of this
Agreement,
Employee shall be entitled to the following fringe benefits and
perquisites:
(i) Employee shall be eligible to participate in all of the
incentive plans and programs of the Company, including
retirement
plans, which are generally applicable to its executive
personnel,
subject in each case to the terms and conditions of the
applicable
incentive plan or program.
(ii) Employee shall be provided employee pension and welfare
benefits and group employee benefits such as sick leave,
vacation,
group disability and health, life, and accident insurance and
similar
indirect compensation which may from time to time be offered
generally
to the Company's executive personnel, subject in each case to
the
terms and conditions of the applicable benefit plan or program.
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(iii) The Company shall pay Employee's reasonable dues and
expenses for membership in one country club in accordance with
the
Company's customary practices for its executive personnel.
(iv) The Company shall furnish Employee with an automobile in
accordance with the Company's policy regarding Company-owned
vehicles
for its executive personnel.
(v) The Company shall reimburse Employee for his expenses
incurred in relocating from Carmel, Indiana to the Hamilton, Ohio
area
in accordance with and subject to the Company's current
relocation
policy. Employee shall relocate to the Hamilton, Ohio area on
or
before the Commencement Date and shall relocate his family as soon
as
reasonably practicable thereafter (and within 18 months in any
event).
ss.5.
Confidentiality; Non-competition. Employee shall not, directly
or
indirectly, at any time (whether during the
term of this Agreement or
thereafter), disclose any Confidential
Information (as defined below) to any
person, association or other entity (other
than the Affiliated Companies, as
defined below), or use, or authorize or
assist any person, association or other
entity (other than the Affiliated
Companies) to use, any Confidential
Information, excepting only disclosures
required by applicable law; provided,
that if Employee believes that disclosure
of Confidential Information is
required by applicable law, Employee shall
promptly (and in any event prior to
such disclosure) give the Company notice of
such proposed disclosure and
cooperate with the Company in all ways
reasonably requested by it in its efforts
to obtain a protective order or otherwise
limit the scope of such disclosure to
the extent the Company deems necessary or
appropriate.
Upon termination
of his employment with the Company (for any reason)
Employee shall promptly deliver to the
Company all documents and other materials
containing any Confidential Information
which are in his possession or under his
control.
During the term
of Employee's employment with the Company or any Affiliated
Company (whether pursuant to this Agreement
or otherwise) and during the
Restricted Period (as defined below),
Employee shall not, directly or
indirectly, whether individually or as a
shareholder (except as a shareholder
owning 1% or less of the outstanding
capital stock of a publicly traded
corporation) or other owner, partner,
member, director, officer, employee,
independent contractor, creditor or agent
of any person, other than for the
Company:
(a) Enter into, engage in, or promote or assist (financially or
otherwise),
directly or indirectly, any business which provides any
commercial
banking, savings banking, mortgage lending, or any similar
lending or
banking services (the "RESTRICTED SERVICES") anywhere in the
geographic area
consisting of the states in which the Company operates at
any time during
the term of this Agreement (the "RESTRICTED TERRITORY");
(b) Solicit any person or entity located in the Restricted
Territory
for the
provision of any Restricted Services;
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(c) Induce or encourage any employee, officer, director, agent,
customer,
depositor, supplier, or independent contractor of any
Affiliated
Company to
terminate its relationship with any Affiliated Company, or
otherwise
interfere or attempt to interfere in any way with any
Affiliated
Company's
relationship with any of its employees, officers, directors,
agents,
customers, depositors, suppliers, independent contractors, or
others;
(d) Employ or engage any person who, at any time within the
one-year
period
immediately preceding such employment or engagement, was an
employee,
officer, or director of any Affiliated Company; or
(e) Make any statement (oral or written), or take any other
action,
which is in any
way disparaging to any Affiliated Company or tends to
diminish the
reputation of any Affiliated Company.
For purposes of
this Agreement: (i) "CONFIDENTIAL INFORMATION" shall mean
all trade secrets, proprietary data, and
other confidential information of or
relating to any Affiliated Company,
including without limitation financial
information, information relating to
business operations, services, promotional
practices, and relationships with
customers, suppliers, employees, independent
contractors, or other parties, and any
information which any Affiliated Company
is obligated to treat as confidential
pursuant to any course of dealing or any
agreement to which it is a party or
otherwise bound, provided that Confidential
Information shall not include information
which is or becomes available to the
general public and did not
