SEPARATION AND
RELEASE AGREEMENT
This Separation and Release
Agreement (“Agreement”) is entered into by and between
INTEGRA BANK CORPORATION (the “Company”) and MICHAEL T.
VEA (“Executive”).
Recitals
A. Executive has been employed
with the Company and Integra Bank, N.A. (the “Bank”) in
an executive capacity and currently holds the office of President
of the Company.
B. Executive and the Company
are parties to that certain Contract of Employment Agreement dated
August 23, 1999, as amended September 20, 2000 and
December 30, 2008 (the “Employment
Agreement”).
C. The Company is not permitted
to make any “golden parachute payment” as defined in
Section 111 of the Emergency Economic Stabilization Act of
2008, as amended by the American Recovery and Reinvestment Act of
2009, and applicable regulations and/or guidance previously or
hereafter issued (collectively, the “CPP Rules”) to
Executive in connection with the termination of his employment
pursuant to the terms of the Company’s participation in the
United States Treasury’s Capital Purchase Program under the
Troubled Asset Relief Program, which has been duly acknowledged by
Executive pursuant to (i) a Waiver executed by Executive
effective as of February 27, 2009 (the “Waiver”),
and (ii) a Senior Officer Letter Agreement between Executive
and the Company dated February 27, 2009, (the “Senior
Officer Agreement”).
D. The parties desire to enter
into this Agreement to provide for the terms of the
Executive’s separation, including the termination of his
responsibilities.
E. The parties wish to avoid
litigation and controversy and fully resolve any and all past,
present and future disputes they may have relating to
Executive’s employment with, or separation from service with
the Company.
Agreement
In consideration of the foregoing
recitals and the covenants and promises hereby provided, the
Company and Executive agree as follows:
1. Resignation of Office
and Separation From Employment. Executive and the Company agree
that Executive will resign from his office as President and as an
officer or manager of any affiliate of the Company effective
August 31, 2009 and that his employment with the Company will
continue through December 31, 2009 (the “Separation
Date”). Executive and the Company each acknowledge that
Executive’s resignation is voluntary and mutually agreed to
by both parties. As an employee through the Separation Date, the
Executive shall perform such duties as the Chief Executive Officer
of the Company may specify from time to time hereafter.
2. Salary. The Company
will pay Executive a salary at the rate of $400,000 per annum
through October 2, 2009 and at the rate of $350,000 per annum
from October 3, 2009 through the Separation Date. The salary
shall be payable on the Company’s normal payroll dates.
3. Other Compensatory
Matters. The parties agree to the following:
(a) Executive acknowledges that, upon the final payment
provided for in Section 2, Executive shall not be entitled to
receive any additional compensation following the Separation
Date.
(b) All of
Executive’s health, dental and/or vision insurance coverage
will cease as of the Separation Date; provided, however, that
nothing herein will prevent Executive from electing continuation
coverage pursuant to the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended (i.e., 4980B of the Internal Revenue Code
of 1986, as amended, and Section 601 et seq. of the
Employee Retirement Income Security Act of 1974, as amended).
(c) Executive shall be entitled to receive, pursuant to the
plan’s terms, the full amount of any vested benefits under
the Company’s 401(k) plan.
(d) Executive acknowledges that Annex A lists all
stock-based incentive compensation awards currently held by him and
accurately identifies awards that (i) will be forfeited as of
the Separation Date and (ii) will be vested or exercisable as
of the Separation Date and which shall remain exercisable after the
Separation Date for the period specified on Annex A .
(e) The
Company shall pay the costs of the transition related services that
are being provided by Shields, Meneley Partners up to a maximum of
$50,000.
(f) The
Company shall transfer Executive’s current membership in the
Evansville Country Club to Executive effective August 31,
2009, after which time the sole responsibility for payment of all
costs arising out of such membership shall be borne by Executive.
Executive’s current membership in Victoria National Golf Club
shall terminate effective September 30, 2009.
(g) The
Company shall cease providing any and all other perquisites to
Executive as of the Separation Date, including but not limited to,
any automobile allowance, home security monitoring cost
reimbursement and executive long-term disability coverage.
4. General Release of
Claims. To the fullest extent permitted by applicable laws,
Executive hereby generally, irrevocably and unconditionally
releases and forever discharges and covenants not to sue the
Company and all of its affiliated entities and all of its and their
current and/or former employees, officers, directors, trustees,
representatives, agents, attorneys, employee benefit plans and
their fiduciaries and administrators, and all persons acting by,
through, or under or in concert with any of them, both individually
and in their representative capacities (collectively, including
without limitation the Company, the “Company Released
Parties”) from any and all claims, demands, liabilities,
obligations, injuries, actions or rights of action of any nature
whatsoever, (including without limitation claims for damages,
attorneys’ fees, interest and costs), whether known or
unknown, disclosed or undisclosed, administrative or judicial,
suspected or unsuspected, that exist as of the date Executive signs
this Agreement, including, but not limited to: (a) any claims
based upon, arising out of or in any manner connected with
Executive’s employment with the Company, the separation of
Executive’s employment with the Company, and/or the
Employment Agreement; (b) all claims arising under the Age
Discrimination in Employment Act of 1967 (29 U.S.C. § 621
et seq. ), as amended (the “Age Act”);
(c) all claims arising under all other federal, state and
local laws; (d) all claims based on contract, tort, common law
or other theories of recovery; and (e) all claims based upon,
arising out of or in any manner connected with any acts, events or
omissions occurring on or before the date Executive signs this
Agreement. Without limiting the generality of the foregoing,
Executive acknowledges that the foregoing release/covenant not to
sue is to be construed as broadly as possible and includes, but is
not limited to, and constitutes a complete waiver of, any and all
possible claims against the Company Released Parties under the Age
Act and all other federal, state and local laws and statutes as of
the date Executive signs this Agreement. Executive and the Company
acknowledge and agree that the foregoing release/covenant not to
sue does not release or affect (i) any rights Executive may
have with respect to any vested benefits under any of the
Company’s employee pension, retirement or welfare benefit
plans, or (ii) any rights Executive may have for
indemnification of (or insurance coverage with respect to) any
third-party claim relating to Executive’s service as
director, officer and/or employee of the Company. Executive has
been advised by the Company that this Agreement does not prohibit
Executive from filing an administrative charge against the Company
with the United States Equal Employment Opportunity Commission
(“EEOC”) relating to his employment with the Company;
provided, however, Executive waives and releases, to the fullest
extent permitted by law, any and all entitlement to any form of
personal relief arising from such charge or any legal action
relating to such charge. Should the EEOC, any other administrative
agency or other person bring a complaint, charge or legal
