EXHIBIT
10.22
SEPARATION AGREEMENT,
WAIVER OF AND RELEASE OF ALL CLAIMS AND
COVENANT NOT TO SUE
This
Separation Agreement, Waiver of and Release of All Claims and
Covenant Not to Sue (hereinafter “Agreement”), is made
this 9th day of December, 2004, by and between James C. Hall,
including any of his heirs, agents and assigns (hereinafter
collectively referred to as “Hall”) and First Financial
Bancorp, including any of its assigns, successors, affiliated
corporate entities, board members, officers, owners, employees,
former employees, former directors and former officers and
insurers, predecessor organizations or other entities affiliated
with FFBC (hereinafter collectively called
“FFBC”).
WHEREAS,
FFBC has decided to eliminate the position of Executive Vice
President currently held by Hall; and
WHEREAS,
Hall is a party to an employment agreement and amendment thereto
with FFBC (hereinafter “Employment Agreement”) and the
parties have agreed to treat Hall’s termination for purposes
of entitlement to compensation and benefits as an involuntary
termination without cause pursuant to Section 4(a) of the
Employment Agreement and FFBC agrees that it shall not at any time
in the future, assert any claim that Hall’s termination was
“for cause”; and
WHEREAS,
the parties desire to resolve all issues related to Hall’s
employment with FFBC and the termination of his employment with
FFBC and resolve any issues related to the Employment Agreement and
the amendment thereto; and
NOW,
THEREFORE, in consideration of the mutual promises contained
herein, the parties agree as follows:
1. Hall:
(i) hereby is terminated as Executive Vice President of FFBC
effective November 29, 2004; (ii) hereby promises,
covenants and agrees not to file any lawsuit relating in any way to
his employment or the termination of his employment with FFBC, or
their successors, including claims of race, national origin,
ancestry, handicap, disability, religion, sex and age
discrimination, retaliation arising under the Title VII of the
Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000
et seq ., the Employee Retirement Income Security Act
(ERISA), 29 U.S.C. §§ 1001 et seq ., the
Rehabilitation Act of 1973, 29 U.S.C. §§ 701 et
seq ., the Reconstruction Era Civil Rights Acts, as amended,
42 U.S.C. §§ 1981 et seq ., the Americans
with Disabilities Act, 42 U.S.C. §§ 12101 et
seq ., the Family and Medical Leave Act, 29 U.S.C.
§§ 2601 et seq ., the Age Discrimination in
Employment Act (ADEA), 29 U.S.C. §§ 621 et
seq ., Chapter 4112 of the Ohio Revised Code, any
similar or related employment discrimination statute, claims for
breach of contract (other than this Agreement), violation of public
policy, Sarbanes-Oxley Act, promissory estoppel, wrongful
termination, defamation, “Whistleblower” protection,
other tort claims, or any other claims, which have been, could be
or could have been asserted as of the date of this Agreement by
Hall, or on his behalf, in any forum arising out of or connected
with his employment with FFBC, and from all liability whatsoever,
whether now known or unknown; (iii) hereby agrees to return
the motor vehicle supplied by FFBC on or before December 31,
2004; and (iv) hereby waives any right to payment of
attorneys’ fees and costs which may have been incurred by
him.
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