EXHIBIT 10.1
[INDEMNITEE'S NAME]
INDEMNIFICATION AGREEMENT
INDEMNIFICATION AGREEMENT, effective as of _________________ __,
2005,
between MainSource Financial Group, Inc.,
an Indiana corporation (the
"Company"), and
_____________________________________________ (the
"Indemnitee").
WHEREAS, it is essential to the Company that it retain and attract
as
directors and executive officers the most
highly competent individuals the
Company can reasonably retain and attract,
in the face of an increasing
reluctance by these individuals to serve or
continue to serve publicly-held
corporations unless they are provided with
adequate protection against
inordinate risks of claims and actions
against them arising out of their service
to and activities on behalf of the
Company;
WHEREAS, the potential inability to retain and attract such
individuals
is detrimental to the best interests of the
Company's shareholders;
WHEREAS, Indemnitee is or is willing to become a director and/or
an
executive officer of the Company;
WHEREAS, both the Company and Indemnitee recognize the increased
risk
of litigation and other claims being
asserted against directors and executive
officers of public companies in today's
environment;
WHEREAS, the Restated Articles of Incorporation and the Bylaws of
the
Company require the Company to indemnify
and advance expenses to its directors
and executive officers to the full extent
permitted by law, and the Indemnitee
has been serving and continues to serve, or
is willing to begin to serve, as a
director and/or an executive officer of the
Company in part in reliance on such
Restated Articles of Incorporation and
Bylaws;
WHEREAS, in recognition of Indemnitee's need for substantial
protection
against personal liability in order to
enhance Indemnitee's service to the
Company in an effective manner, free from
undue concern that he or she will not
be indemnified, and Indemnitee's reliance
on the aforesaid Restated Articles of
Incorporation and Bylaws, and in part to
provide Indemnitee with specific
contractual assurance that the protection
promised by such Restated Articles of
Incorporation and Bylaws will be available
to Indemnitee (regardless of, among
other things, any amendment to or
revocation of such Restated Articles of
Incorporation and Bylaws or any change in
the composition of the Company's Board
of Directors or acquisition transaction
relating to the Company), and in order
to induce Indemnitee to continue to
provide, or begin to provide, as applicable,
services to the Company as a director (or
executive officer) thereof, the
Company wishes to provide in this Agreement
for the indemnification of and the
advancing of expenses to Indemnitee to the
full extent (whether partial or
complete) permitted by law and as set forth
in this Agreement, and, to the
extent insurance is maintained, for the
continued coverage
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of Indemnitee under the Company's
directors' and officers' liability insurance
policies;
NOW, THEREFORE, in consideration of the premises and of
Indemnitee
continuing or beginning to serve the
Company directly or, at its request,
indirectly through another enterprise, and
intending to be legally bound hereby,
the parties hereto agree as follows:
1.
Certain Definitions:
(a) Change in
Control: shall be
deemed to have occurred if:
(i) The Company is merged, consolidated, or reorganized with
or into another corporation or other legal person through a
merger, consolidation, share exchange or similar form of
corporate transaction involving the Company or any of its
subsidiaries that requires the approval of the Company's
shareholders, whether for such transaction or the issuance of
securities in the transaction (a "Business Combination"),
unless immediately following such Business Combination: (A)
more than 40% of the total voting power of (x) the corporation
resulting from the consummation of such Business Combination
(the "Surviving Corporation ") or (y) if applicable, the
ultimate parent corporation that directly or indirectly has
beneficial ownership of 100% of the Voting Securities eligible
to
elect directors of the Surviving Corporation (the "Parent
Corporation"), is represented by Company Voting Securities
that were outstanding immediately prior to such Business
Combination (or, if applicable, represented by shares into
which such Company Voting Securities were converted pursuant
to such Business Combination), and such voting power among the
holders thereof is in substantially the same proportion as the
voting power of such Company Voting Securities among the
holders thereof immediately prior to the Business Combination,
(B) no person (other than any employee benefit plan sponsored
or maintained by the Surviving Corporation or the Parent
Corporation or any employee stock benefit trust created by the
Surviving Corporation or the Parent Corporation) is or becomes
the beneficial
owner, directly or indirectly, of twenty-five
percent (25%) or more of the total voting power of the
outstanding Voting Securities eligible to elect directors of
the Parent Corporation (or, if there is no Parent Corporation,
the Surviving Corporation) and (C) at least one-half of the
members of the board of directors of the Parent Corporation
(or, if there is no Parent Corporation, the Surviving
Corporation) were incumbent directors of the Company at the
time of the approval of the execution of the initial agreement
providing for such Business Combination by the Company's board
of directors (the circumstances described in clauses (A), (B)
and (C) are collectively referred to as the "Business
Combination Requirements");
(ii) The Company sells or otherwise transfers all or
substantially all of its assets to any other corporation or
other legal person, unless each of the Business Combination
Requirements specified in subsection (i) immediately above is
satisfied;
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(iii) There is a report filed on Schedule 13D or Schedule
14D-l (or any successor schedule, form or report), each as
promulgated pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), disclosing that any person
(as the term "person" is used in Section 13(d)(3) or Section
14(d)(2) of the Exchange Act) has become the beneficial owner
(as the term "beneficial owner" is defined under Rule 13d-3 or
any successor rule or regulation promulgated under the
Exchange Act) of securities representing twenty-five percent
(25%) or more of the voting power of the then outstanding
Voting Securities of the Company;
(iv) The Company files a report or proxy statement with the
Securities and Exchange Commission pursuant to the Exchange
Act disclosing in response to Form 8-K or Schedule 14A (or any
successor schedule, form or report or item therein) that a
change in control of the Company, other than through any
event(s) referred to in paragraphs (i) through (iii) of this
Section l(a) hereof, has or may have occurred or will or may
occur in the future pursuant to any then-existing contract or
transaction; or
(v) If during any period of two (2) consecutive years,
individuals who at the beginning of any such period constitute
the directors (including for this purpose any new director
whose election or nomination for election by the Company's
shareholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who were directors
at the beginning of such period) cease for any reason to
constitute at least a majority thereof (excluding any
director's seat that is vacant or otherwise unoccupied).
Notwithstanding the foregoing provisions of
(iii) and (iv) above, a "Change in
Control" shall not be deemed to have
occurred for purposes of this Agreement (x)
solely because (A) the Company, (B) a
subsidiary, or (C) any Company-sponsored
employee stock ownership plan or other
employee benefit plan of the Company
either files or becomes obligated to file a
report or proxy statement under or
in response to Schedule 13D, Schedule
14D-l, Form 8-K or Schedule 14A (or any
successor schedule, form or report or item
therein) under the Exchange Act,
disclosing beneficial ownership by it of
shares, whether in excess of
twenty-five percent (25%) of the voting
power or otherwise, or because the
Company reports that a change of control of
the Company has or may have occurred
or will or may occur in the future by
reason of such beneficial ownership or (y)
solely because of a change in control of
any subsidiary.
(a) Claim: any pending, completed or overtly threatened action,
suit or
proceeding, or any inquiry, hearing or
investigation, whether conducted by the
Company or any other party, that Indemnitee
in good faith believes might lead to
the institution of any such action, suit or
proceeding, whether civil, criminal,
administrative, investigative or other.
(b) Expense
Advance is defined in Section 2(a) hereof.
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(c) Expenses include reasonable attorneys' fees and all other
costs,
expenses and obligations paid or incurred
in connection with investigating,
defending, being a witness in or
participating in (including on appeal), or
preparing to defend, be a witness in or
participate in any Claim relating to any
Indemnifiable Event.
(d) Indemnifiable Event: any event or occurrence related to the
fact
that Indemnitee is or was a director,
officer, employee, agent or fiduciary of
the Company, or is or was serving at the
request of the Company as a director,
officer, employee, trustee, agent or
fiduciary of another corporation,
partnership, joint venture, employee
benefit plan, trust or other enterprise, or
by reason of anything done or not done by
Indemnitee in any such capacity.
(e) Potential Change in Control shall be deemed to have occurred if
(i)
the Company enters into an agreement or
arrangement, the consummation of which
would result in the occurrence of a Change
in Control; (ii) any person
(including the Company) publicly announces
an intention to take or to consider
taking actions which if consummated would
constitute a Change in Control; (iii)
any person other than a trustee or other
fiduciary holding securities under an
employee benefit plan of the Company acting
in such capacity or a corporation
owned, directly or indirectly, by the
shareholders of the Company in
substantially the same proportions as their
ownership of shares of the Company,
who is or becomes the beneficial owner,
directly or indirectly, of securities of
the Company representing 10% or more of the
combined voting power of the
Company's then outstanding Voting
Securities, increases his beneficial ownership
of such securities by or 5% or more of such
outstanding Voting Securities over
the percentage so owned by such person on
the date hereof; or (iv) the Board
adopts a resolution to the effect that, for
purposes of this Agreement, a
Potential Change in Control has
occurred.
(f) Reviewing Party: any appropriate person or body consisting of
a
member or members of the Company's Board of
Directors or any other person or
body appointed by the Board (including the
special, independent counsel referred
to in Section 3 hereof) who is not a party
to the particular Claim for which
Indemnitee is seeking indemnification.
(g) Voting Securities: any securities of the Company that vote
generally in the election of directors.
2.
Basic Indemnification Arrangement.
(a) In the event Inde
