First Financial Bancorp 8-K, filed Sep 15, 2026
First Financial Bancorp (FFBC)
8-K
2026-09-15
For: 2026-09-14
View Original
Added on
September 15, 2026
About this 8-K
First Financial Bancorp filed this 8-K on September 15, 2026, reporting on events of September 14, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 14, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. employer identification number) | |||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
Registrant's telephone number, including area code: (877 ) 322-9530
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
(c) Appointment of New President, Chief Banking Officer, and Chief Operating Officer
Effective September 14, 2026, the Board of Directors (the “Board”) of First Financial Bancorp. (the “Company”) and First Financial Bank (the “Bank”) appointed James M. Anderson, age 55, as President of the Company and the Bank as part of the ongoing long-term succession planning initiative of the Company and the Bank. Archie M. Brown, who previously held the roles of Chief Executive Officer and President of the Company and the Bank, will retain his role as Chief Executive Officer of both entities. Mr. Anderson will continue to hold the role of Chief Financial Officer of the Company and Bank.
Prior to his appointment as President, Mr. Anderson served as the Chief Financial Officer and Chief Operating Officer of the Company and the Bank beginning April 1, 2018. Prior to joining the Company and the Bank, Mr. Anderson served as Chief Financial Officer of MainSource Financial Group, Inc. (“MainSource”), a predecessor of the Company. While Mr. Anderson will retain his role as Chief Financial Officer in addition to the role of President, he will no longer serve as the Chief Operating Officer effective September 14, 2026. Additional information regarding Mr. Anderson can be found in the Company’s annual proxy statement, which was filed with the Securities and Exchange Commission on April 16, 2026. In connection with his appointment, Mr. Anderson received certain changes to his compensation as more fully described in Item 5.02(e) “Changes in Material Compensatory Plans” below.
Also effective September 14, 2026, the Board appointed Amanda N. Neeley, age 46, as Chief Banking Officer of the Company and the Bank, and Malcolm A. Myers, age 59, as the Chief Operating Officer of the Company and the Bank.
Mrs. Neeley started her career with the Bank as a part-time teller while she attended college at Bowling Green State University. After receiving her bachelor’s degree in marketing from Bowling Green State University in 2003, Mrs. Neeley joined the Company and the Bank full-time as a Marketing Coordinator. In 2010, Mrs. Neeley was promoted to the Chief Marketing Officer of the Company and the Bank and in 2017, Mrs. Neeley added the title of Chief Strategy Officer. In October, 2021, Mrs. Neeley was promoted to her role as Chief Consumer Banking and Strategy Officer, which she held until her appointment as Chief Banking Officer. In connection with her appointment, Mrs. Neeley received certain changes to her compensation as more fully described in Item 5.02(e) “Changes in Material Compensatory Plans” below.
Mr. Myers obtained his bachelor’s degree in business administration from the University of North Florida in 1994. After graduating, Mr. Myers served in a number of roles with financial institutions, including product manager, vice president of business support, and senior vice president of information technology. In April 2012, he became the Chief Information Officer for MainSource. Following the merger of MainSource into the Company in April 2018, Mr. Myers served as the Chief Information Officer of the Company and the Bank. In February 2022, Mr. Myers was promoted to Chief Transformation and Delivery Officer of the Company and the Bank, which he held until his appointment as Chief Operating Officer. In connection with his appointment, Mr. Myers received a restricted stock grant as more fully described in the subsection titled “Long-Term Incentive Compensation” within Item 5.02(e) “Changes in Material Compensatory Plans” below.
None of Mr. Anderson, Mrs. Neeley, nor Mr. Myers have family relationships with any director or executive officer of the Company, and there are no arrangements or understandings between Mr. Anderson, Mrs. Neeley, or Mr. Myers with any other person pursuant to which either was selected as an officer. There are no related party transactions involving the Company and Mr. Anderson, Mrs. Neeley, or Mr. Myers that are required to be disclosed under Item 404(a) of Regulation S-K.
(e) Changes in Material Compensatory Plans.
In connection with the appointments disclosed above in Item 5.02(c), as well as certain other organizational changes described in the Press Release (defined below under Item 7.01), the Compensation and Human Capital Committee of the Board (“Compensation Committee”) approved certain changes to the compensation of certain named executive officers, as such term is defined in Item 402 of Regulation S-K (the “Named Executive Officers”), effective September 14, 2026.
Base Salary.
| Named Executive Officer | 2026 Base Salary | Percentage Increase | Base Salary Effective September 14, 2026 | |||||||||||||||||
| James M. Anderson | $610,000 | 4.9 | % | $640,000 | ||||||||||||||||
| Karen B. Woods | $475,000 | 5.3 | % | $500,000 | ||||||||||||||||
| Amanda N. Neeley | $475,000 | 5.3 | % | $500,000 | ||||||||||||||||
The Compensation Committee approved the increases to Mr. Anderson’s and Mrs. Neeley’s compensation based upon the appointments noted above in Item 5.02(c) and the increased responsibility each has assumed in the Company. The Compensation Committee approved the increase to Mrs. Woods’ salary as a result of the internal reorganization which added responsibility to Mrs. Woods for Audit and Credit Administration.
Short-Term and Long-Term Incentive Compensation Targets.
| Named Executive Officer | Target STIP (Current) | Target STIP (New) | Target LTIP (Current) | Target LTIP (New) | ||||||||||||||||||||||
| James M. Anderson | 80 | % | 90 | % | 95 | % | 100 | % | ||||||||||||||||||
| Amanda N. Neeley | 65 | % | 70 | % | 75 | % | 80 | % | ||||||||||||||||||
The changes to the short-term incentive plan (“STIP”) targets and long-term incentive plan (“LTIP”) targets for Mr. Anderson and Mrs. Neeley, each of which are calculated as a percentage of base salary, are based upon the appointments noted in Item 5.02(c) and increased responsibility each has assumed in the Company.
Long-Term Incentive Compensation.
Additionally, the Compensation Committee approved the following one-time grants of time-based restricted stock to the following Named Executive Officers and Mr. Myers. The purpose of the one-time grants was to ensure the retention of these executives in light of their changed responsibilities, including: (i) identification of future successors for the Company’s succession planning purposes and the preparation of such successors for future leadership roles in the Company; and (ii) additional management and line of business responsibilities as part of the internal reorganization. Further, in approving the awards, the Compensation Committee considered the Company’s strong performance and recent acquisitions, as well as the importance of retaining key members of the executive leadership team during the ongoing integration of the acquired businesses and execution of the Company's long-term strategic priorities. The Compensation Committee also considered the increased scope and complexity of the executives' responsibilities following the acquisitions, the competitive market for experienced and high-performing banking executives, and the Board’s objective of maintaining leadership continuity while supporting its long-term succession planning objectives. The grants further align the executives’ interests
with those of the Company’s shareholders, including the creation of long-term value for the Company and its shareholders.
The restricted stock awards were granted on September 14, 2026, and valued using the closing price on that date. Each restricted stock grant vests in full on the 3rd anniversary of the date of grant. Dividends paid on the restricted stock are held in escrow and not paid until the restrictions lapse and the stock is fully vested. Once the restricted stock fully vests, the executives are required to hold at least 75% of the vested shares for an additional two-year period. The Compensation Committee views these awards as one-time grants designed to support leadership continuity during an important period for the Company.
The awards are intended to complement, and not replace, the Company's regular annual and long-term incentive programs.
| Named Executive Officer | Grant Date Value | Total Number of Shares Granted | ||||||||||||
| Archie M. Brown | $3,000,000 | 91,632 | ||||||||||||
| James M. Anderson | $1,500,000 | 45,816 | ||||||||||||
| Amanda N. Neeley | $1,000,000 | 30,544 | ||||||||||||
| Karen B. Woods | $500,000 | 15,272 | ||||||||||||
| Malcolm A. Myers | $250,000 | 7,636 | ||||||||||||
*Calculated based upon the closing price on September 14, 2026 of $32.74.
The foregoing description of the restricted stock grants does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement for Restricted Stock Award, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Employment Agreement/Severance and Change in Control Agreements.
As part of the annual review of various executive compensation and benefit plans by the Compensation Committee, the Compensation Committee determined, in consultation with its independent compensation consultant, that the Company’s executive severance and change in control benefits should be updated to incentivize executive retention and align more closely with the practices of similarly-sized peer banks in the financial services industry. To make these updates, the Compensation Committee authorized the Company to amend and restate (i) the Employment and Non-Competition Agreement of Archie M. Brown, and (ii) certain Severance and Change in Control Agreements with key executives, including the Named Executive Officers of the Company.
Amended and Restated Employment and Non-Competition Agreement of Archie M. Brown
The Amended and Restated Employment and Non-Competition Agreement by and among Archie M. Brown, the Company, and the Bank (the “Employment Agreement”) has a term commencing upon September 14, 2026 and continuing until the first anniversary of the effective date. The Employment Agreement will automatically renew for successive one-year periods unless either the Company or Mr. Brown gives the other notice of non-renewal. Pursuant to the terms of the Employment Agreement, Mr. Brown will continue to serve as the Chief Executive Officer of the Company and the Bank.
The Employment Agreement entitles Mr. Brown to a base salary, STIP targets and LTIP awards that are, at a minimum, equal to Mr. Brown’s current base salary, STIP targets and LTIP awards. Mr. Brown is also eligible to participate in other employee benefit plans offered generally to the Company’s executive officers.
Subject to certain terms and conditions, in the event Mr. Brown terminates his employment for Good Reason or is terminated by the Company without Cause (as each such term is defined in the Employment Agreement), he shall be entitled to:
(i)A cash severance payment equal to three (3) years of base salary payable bi-weekly;
(ii)An amount equal to three (3) times the greater of (a) Mr. Brown’s STIP bonus target in effect at the time of termination, or (b) the average of the STIP bonuses earned during the three (3) years prior to termination;
(iii)Outplacement assistance at the Company’s expense (at a cost of up to five percent (5%) of Mr. Brown’s base salary);
(iv)Up to thirty-six (36) months of the employer portion of health insurance premium payment contributions from the Company; and
(v)Payment of all long-term incentive stock awards that are subject to performance goals, with the payment due based upon actual performance results by the Compensation Committee (without reduction for time-based proration) or at target (without reduction for time-based proration) if performance results cannot be calculated.
The Employment Agreement provides that, in the event that any of the payments or benefits provided under such agreement or otherwise would constitute an “excess parachute payment” as defined in Section 280G of the Internal Revenue Code, the payments or benefits may be reduced.
Subject to certain terms and limitations, Mr. Brown’s agreement further provides that during the term of the agreement and for a period of two (2) years thereafter (or eighteen (18) months in the case of the non-compete covenant), Mr. Brown may not compete with, solicit customers or employees of, or disparage the Company.
Severance and Change in Control Agreements
The Amended and Restated Severance and Change in Control Agreements (the “CIC Agreements”) have terms commencing on September 14, 2026, and continuing until the first anniversary of the effective date. The CIC Agreements will renew automatically for successive one-year periods unless either the Bank or the executive gives the other notice of non-renewal. The CIC Agreements are being offered to all executives, including the Named Executive Officers, that are currently a party to a severance and change in control agreement with the Bank.
Under the CIC Agreements, if the executive’s employment is terminated by the Bank without “Cause” (other than as a result of death or disability) and not in connection with a “Change in Control,” subject to the executive’s execution and non-revocation of a release of claims and in addition to any “Accrued Obligations” (each such term as defined in the CIC Agreements), the executive will be entitled to receive the following payments and benefits:
(i)A cash severance payment equal to twenty-four (24) months of the executive’s base salary (thirty (30) months in the case of Mr. Anderson and Mrs. Woods), paid bi-weekly;
(ii)An amount equal to a multiple of the executive’s target bonus amount under the Company’s STIP as described below;
(iii)Outplacement assistance at the Bank’s expense (at a cost of up to five percent (5%) of the executive’s base salary); and
(iv)Up to eighteen (18) months of the employer portion of health insurance premium payment contributions from the Bank.
If the executive is a covered executive for purposes of Section 162(m)(3) of the Internal Revenue Code, the STIP severance amount payable to the executive will be equal to two (2) times (two and one-half (2.5) times in the case of Mr. Anderson and Mrs. Woods) the greater of (i) the STIP bonus target in effect at the
time of termination, or (ii) the average of the STIP bonuses earned during the three (3) years prior to the qualifying termination (or such lesser period for which the executive was eligible to participate in the STIP). If the executive is not a covered executive or if a severance benefit is being paid in connection with a Change in Control, the STIP severance amount will be two (2) times (two and one-half (2.5) times in the case of Mr. Anderson and Mrs. Woods) his or her target bonus amount under the STIP.
Change in Control
If, immediately prior to a Change in Control or during the eighteen (18) month period that commences upon a Change in Control, the Bank terminates the executive’s employment without “Cause” (other than for disability or death) or if the executive terminates his or her employment for “Good Reason,” the executive will be entitled to receive, subject to the executive’s execution and non-revocation of a release of claims acceptable to the Bank and in addition to any “Accrued Obligations” (each such term as defined in the CIC Agreements) the following payments and benefits:
(i)A cash severance payment equal to twenty-four (24) months of the executive's base salary (thirty (30) months in the case of Mr. Anderson and Mrs. Woods), paid bi-weekly;
(ii)An amount equal to two (2) times (two and one-half (2.5) times in the case of Mr. Anderson and Mrs. Woods) the greater of (a) the STIP bonus target in effect at the time of termination, or (b) the average of the STIP bonuses earned during the three (3) years prior to termination;
(iii)Outplacement assistance at the Bank’s expense (at a cost of up to five percent (5%) of the executive’s base salary);
(iv)Up to eighteen (18) months of the employer portion of health insurance premium payment contributions from the Bank; and
(v)Payment of all long-term incentive stock awards that are subject to performance goals, with the payment due based upon actual performance results as determined by the Compensation Committee (without reduction for time-based proration) or at target (without reduction for time-based proration) if performance results cannot be calculated.
The CIC Agreements provide that, in the event that any of the payments or benefits provided under such agreement or otherwise would constitute an “excess parachute payment” as defined in Section 280G of the Internal Revenue Code, the payments or benefits may be reduced.
The CIC Agreements also provide that during the executive’s employment with the Bank and for six (6) months thereafter, the executive must not compete with the Bank, and for two (2) years after termination, the executive must not solicit customers or employees of the Bank.
The foregoing descriptions of the Employment Agreement and the CIC Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements, which are attached hereto as Exhibit 10.2, 10.3, and 10.4 and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On September 15, 2026, the Company issued its press release detailing the organizational changes described in Item 5.02 of this Form 8-K and additional organizational changes within the Company (the “Press Release”). A copy of the Press Release is attached as Exhibit 99.1.
The Company does not intend for this Item 7.01 or Exhibit 99.1 to be treated as “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference into its filings under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
10.2 Amended and Restated Employment and Non-Competition Agreement between Archie M. Brown and First Financial Bancorp. and First Financial Bank, dated as of September 14, 2026.
10.3 Form of Amended and Restated Severance and Change in Control Agreement (James Anderson and Karen Woods) dated as of September 14, 2026.
10.4 Form of Amended and Restated Severance and Change in Control Agreement dated as of September 14, 2026.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FIRST FINANCIAL BANCORP.
| By: /s/ James M. Anderson | ||||||||
| James M. Anderson | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
| Date: | September 15, 2026 | |||||||
EXHIBIT 10.1 AGREEMENT FOR RESTRICTED STOCK AWARD This Agreement for Restricted Stock Award (the "Agreement") is made between FIRST FINANCIAL BANCORP., an Ohio corporation (the "Corporation"), and /$ParticipantName$/ (the "Grantee") who, as of /$GrantDate$/, which is the date of this Agreement (the “Grant Date”), is an employee of the Corporation or a Subsidiary (as defined in the Plan). WHEREAS, the Corporation established the First Financial Bancorp. 2026 Stock Plan (the "Plan"), and a Committee of the Board of Directors of the Corporation designated in the Plan (the "Committee") approved the execution of this Agreement containing the Restricted Stock Award to the Grantee upon the terms and conditions set forth in this Agreement. WHEREAS, a Prospectus is delivered to the Grantee simultaneously with this Agreement and is attached as Appendix A. NOW THEREFORE, in consideration of the mutual obligations contained herein, it is hereby agreed: 1. Award of Restricted Stock. The Corporation hereby awards to Grantee as of the date of this Agreement /$AwardsGranted$/ shares of Restricted Stock of the Corporation ("Common Stock"), without par value, in consideration of services to be rendered. 2. Restrictions on Transfer. The shares of Restricted Stock so received by the Grantee and any additional shares attributable thereto received by the Grantee as a result of any stock dividend, recapitalization, merger, reorganization or similar event are subject to the restrictions set forth herein and may not be sold, assigned, transferred, pledged or otherwise encumbered during the Restriction Period, except as permitted hereby. 3. Restriction Period. The Restriction Period as used in this Agreement shall mean the period that begins as of the date of this Agreement and ends with respect to the Restricted Stock granted under this Agreement as of the applicable anniversary date(s) of the date of this Agreement (the "Anniversary Dates") as set forth below in the Vesting Schedule. The ending of the Restriction Period also may be referred to in this Agreement as the vesting of the Restricted Stock or as when the Common Stock vests. Vesting Schedule Shares of Common Stock Anniversary Date First Eligible to Vest on Group of this Agreement Indicated Anniversary Date A 1st anniversary date 0% B 2nd anniversary date 0% C 3rd anniversary date 100% Notwithstanding the foregoing or anything in this Agreement to the contrary, if the Committee determines that (i) there has been a Change in Control (as such term is defined in the Plan), and (ii) within 18 months following the Change in Control, the Grantee’s employment with the Corporation or any of its Subsidiaries is terminated without Cause (as such term is defined in the Plan) or by the Grantee for Good Reason (as such term is defined in the Plan), the Restriction Period ends with respect to such shares of Restricted Stock as of the date such termination takes effect. At such time, all Common Stock shall become fully vested and transferable. Notwithstanding the foregoing, if Grantee’s employment with the Corporation or Subsidiary (as applicable) terminates due to death or Disability, as such term is defined in the Plan and as determined by the Committee, or if Grantee’s employment with the Corporation or Subsidiary is terminated by the Corporation without Cause or by Grantee for Good Reason (in each case as
defined in Grantee’s employment, severance or change in control agreement in effect at the time of termination), or by mutual agreement of Grantee and the Corporation, the Restriction Period shall lapse with respect to any shares of Restricted Stock not vested as of the date termination of employment occurs, and such shares of Restricted Stock shall become fully vested. Any shares vesting as a result of death or Disability shall thereafter be fully transferable. 4. Holding Requirement. Through the earliest of (i) the 5th anniversary of the Grant Date; (ii) the accelerated vesting of shares as a result a Change in Control as described in Section 3; or (iii) the Grantee’s death or Disability, the Grantee shall hold at least seventy five percent (75%) of the Common Stock acquired under this Agreement. To enforce the requirements in this section, the Corporation, in its discretion, may take any action it determines reasonable or necessary, including attaching applicable legends to shares of common stock. 5. Forfeiture. Except as provided in Section 3 of this Agreement, if the Grantee’s employment with the Corporation or a Subsidiary is terminated, including by way of retirement or voluntary termination by the Grantee, prior to the end of the applicable Restriction Period, all shares of Common Stock for which the Restriction Period has not ended as of the date of such termination will be forfeited automatically as of such date, and such shares will be returned to the Corporation. A transfer of the Grantee’s employment between Subsidiaries or between any Subsidiary and the Corporation will not be considered a termination of employment for purposes of this Agreement. Notwithstanding the foregoing, a Grantee’s employment will be considered terminated for purposes of this Agreement as of the date that the Grantee’s employing Subsidiary ceases to be a Subsidiary for any reason, unless prior to or as of such date the Grantee’s employment is transferred to the Corporation or to a remaining Subsidiary. 6. Clawback Provision. The shares of Restricted Stock so received by the Grantee and any additional shares attributable thereto received by the Grantee as a result of any stock dividend, recapitalization, merger, reorganization or similar event are subject to any Corporation clawback policy, as may be amended from time to time, and the clawback provisions in the Plan. 7. Issuance of Stock Awards. (a) Upon award of the Restricted Stock to the Grantee, shares of Restricted Stock shall be evidenced by a book entry registration by the Corporation for the benefit of the Grantee. Each such registration will be maintained by the Corporation or its agent. Any Restricted Stock of the Corporation resulting from any stock dividend, recapitalization, merger, reorganization or similar event will also be held by the Corporation or its agent. All such Common Stock evidenced thereby will be subject to the forfeiture provisions, limitations on transferability and all other restrictions herein contained. (b) With regard to any shares of Restricted Stock that become fully vested and transferable hereunder, the Corporation will, as soon as practicable following the Common Stock becoming fully vested and transferable, transfer Common Stock for such shares free of all restrictions set forth in the Plan and this Agreement to the Grantee or the Grantee's designee, or in the event of such Grantee's death, to the Grantee's legal representative, heir or legatee. (c) By accepting shares of Restricted Stock, the Grantee agrees not to sell shares at a time when applicable laws or the Corporation's rules prohibit a sale. This restriction shall apply as long as the Grantee is an employee, consultant or director of the Corporation or a Subsidiary. The Grantee agrees, if requested by the Corporation, to hold such shares for investment and not with a view of resale or distribution to the public, and if requested by the Corporation, the Grantee must deliver to the Corporation a written statement satisfactory to the Corporation to that effect.
8. Shareholder's Rights. Subject to the terms of this Agreement, during the Restriction Period: (a) The Grantee will have, with respect to the Restricted Stock, the right to vote all shares of the Restricted Stock received under or as a result of this Agreement, including shares which are subject to the restrictions on transfer in Section 2 and (if applicable) to the holding requirements in Section 4 of this Agreement and the forfeiture provisions in Section 5 . (b) Any cash dividends paid with respect to the Restricted Stock will be withheld by the Corporation and shall not be paid to the Grantee unless and until the underlying shares become vested. At the time of vesting, the Grantee shall receive a cash payment equal to the aggregate amount of such withheld dividends, without interest. Any dividends attributable to shares that are forfeited shall also be forfeited. 9. Regulatory Compliance. The issuance of shares of Restricted Stock and Common Stock will be subject to full compliance with all then-applicable requirements of law and the requirements of the exchange upon which Common Stock may be traded, as set forth in the Plan. Furthermore, the Corporation shall have the right to refuse to issue or transfer any shares under this Agreement if the Corporation, acting in its absolute discretion determines that the issuance or transfer of such Common Stock might violate any applicable law or regulation. 10. Withholding Tax. The Grantee agrees that, in the event that the award and receipt of the Restricted Stock or the expiration of restrictions thereon results in the Grantee's realization of income which for federal, state or local income tax purposes is, in the opinion of counsel for the Corporation, subject to withholding of tax at source by the Grantee's employer, the Grantee will pay to such Grantee's employer an amount equal to such withholding tax or make arrangements satisfactory to the Corporation regarding the payment of such tax (or such employer on behalf of the Corporation may withhold such amount from Grantee's salary or from dividends paid by the Corporation on shares of the Restricted Stock or any other compensation payable to the Grantee). In addition, the Corporation shall have the right to retain or sell without notice sufficient Common Stock to cover the amount of any such tax required to be withheld with respect to such Common Stock being issued or vested, remitting any balance to the Grantee. Alternatively, if the Grantee makes a proper Code Section 83(b) election, the Grantee must notify the Corporation in accordance with the requirements of Code Section 83(b) within thirty (30) days of the date of this Agreement and promptly pay the Corporation the applicable federal, state and local withholding taxes due with respect to the shares of Restricted Stock subject to the election. 11. Investment Representation. The Grantee represents and agrees that if he or she is awarded and receives the Restricted Stock at a time when there is not in effect under the Securities Act of 1933 a registration statement pertaining to the shares and there is not available for delivery a prospectus meeting the requirements of Section 10(A)(3) of said Act, (i) he or she will accept and receive such shares for the purpose of investment and not with a view to their resale or distribution, (ii) that upon such award and receipt, he or she will furnish to the Corporation an investment letter in form and substance satisfactory to the Corporation, (iii) prior to selling or offering for sale any such shares, he or she will furnish the Corporation with an opinion of counsel satisfactory to the Corporation to the effect that such sale may lawfully be made and will furnish the Corporation with such certificates as to factual matters as the Corporation may reasonably request, and (iv) that certificates representing such shares may be marked with an appropriate legend describing such conditions precedent to sale or transfer. 12. Federal Income Tax Election. The Grantee hereby acknowledges receipt of advice that, pursuant to current federal income tax laws, (i) he or she has thirty (30) days in which to elect to be taxed in the current taxable year on the fair market value of the Restricted Stock in accordance with the provisions of Internal Revenue Code Section 83(b), and (ii) if no such election is made, the taxable event will occur upon expiration of restrictions on transfer at termination of the Restriction Period and the tax will be measured by the fair market value of the Restricted Stock on the date of the taxable event.
13. Adjustments. If, after the date of this Agreement, the Common Stock of the Corporation is, as a result of a merger, reorganization, consolidation, recapitalization, reclassification, split-up, spin-off, separation, liquidation, stock dividend, stock split, reverse stock split, property dividend, share repurchase, share combination, share exchange, issuance of warrants, rights or debentures or other change in corporate structure of the Corporation, increased or decreased or changed into or exchanged for a different number or kind of shares of stock or other securities of the Corporation or of another corporation, then in accordance with the provisions of the Plan and as determined by the Committee, appropriate adjustments or substitutions shall be made, including that: (a) there will be substituted for each share of Restricted Stock for which the Restriction Period has not ended granted under the Agreement the number and kind of shares of stock or other securities into which each outstanding share is changed or for which each such share is exchanged; and (b) the Corporation will make such other adjustments to the securities subject to provisions of the Plan and this Agreement as may be appropriate and equitable; provided, however, that the number of shares of Restricted Stock will always be a whole number. 14. Non-solicitation and Non-disclosure of Confidential Information. (a) Non-solicitation of Clients. During the Grantee's employment with the Corporation or any Affiliated Companies (as defined below) and for a period of one year after Grantee is no longer employed by any Affiliated Companies, Grantee shall not, directly or indirectly, whether individually or as a shareholder or other owner, partner, member, director, officer, employee, independent contractor, creditor or agent of any person (other than for the Corporation or any Affiliated Companies): (i) Solicit (as defined below) any person or entity located in the Restricted Territory for the provision of any Restricted Services; (ii) Solicit or attempt in any manner to persuade any Client of any Affiliated Company to cease to do business, to refrain from doing business or to reduce the amount of business which any Client has customarily done or contemplates doing with any of the Affiliated Companies; or (iii) Interfere with or damage (or attempt to interfere with or damage) any relationship between any Affiliated Company and any Client. (b) Non-solicitation of Employees; No Hire. During the Grantee's employment with the Corporation or any Affiliated Companies and for a period of one year after Grantee is no longer employed by the Corporation or any Affiliated Companies, Grantee shall not, directly or indirectly, whether individually or as a shareholder or other owner, partner, member, director, officer, employee, independent contractor, creditor or agent of any person (other than for any Affiliated Company): (i) Solicit any employee, officer, director, agent or independent contractor of any Affiliated Company to terminate his or her relationship with, or otherwise refrain from rendering services to, 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 or independent contractors; or (ii) Hire, attempt to hire, employ or engage any person who, at any time within the two-year period immediately preceding such hire, or attempt to hire, employment or engagement, was an employee, officer or director of the Corporation or an Affiliated Company. (c) Non-disclosure of Confidential Information.
(i) During Grantee's employment with Corporation or any Affiliated Company and after the termination of such employment for any reason, Grantee shall not, without the prior written consent of the General Counsel of Corporation (or such person's designee) or as may be otherwise required by law or legal process, communicate or divulge any Confidential Information to any person or entity other than Corporation or an Affiliated Company, their employees, and those designated by Corporation or an Affiliated Company, or use any Confidential Information except for the benefit of Corporation or an Affiliated Company. Upon service to Grantee of any subpoena, court order or other legal process requiring Grantee to disclose Confidential Information, Grantee shall immediately provide written notice to Corporation of such service and the content of any Confidential Information to be disclosed. (ii) Immediately upon the termination of Grantee's employment with Corporation or an Affiliated Company for any reason, Grantee shall return to Corporation or the applicable Affiliated Company all Confidential Information in Grantee's possession, including but not limited to any and all copies, reproductions, notes, or extracts of Confidential Information in paper or electronic form. (d) Defined Terms. Unless otherwise defined in this Agreement, capitalized terms shall have the same meaning as that in the Plan. For purposes of this Agreement, the following terms shall have the meaning set forth below: (i) "Affiliated Companies" shall mean the Corporation, all of its Subsidiaries, and any other entities controlled by, controlling, or under common control with the Corporation, including any successors thereof, except that, following the consummation of a Change in Control, for purposes of Sections 14(a) and 14(b), Affiliated Companies shall be limited to the Corporation and its Subsidiaries as of immediately prior to the consummation of such Change in Control. (ii) “Client” shall mean the customers or clients of the Corporation or any Affiliated Company and shall include any and all individuals, organizations, or business entities that: (a) were actual customers or clients of the Corporation or any Affiliated Company during Grantee’s employment by the Corporation or any Affiliated Company, or which were prospective customers of the Corporation or any Affiliated Company during Grantee’s employment; and (b) with which or whom Grantee had contact or about whom Grantee obtained Confidential Information during the Term from the Corporation or any Affiliated Company. For purposes of this definition, an individual, organization, or business entity is a “prospective” client or customer of the Corporation or any Affiliated Company if the Grantee or any other Corporation or any Affiliated Company employee, officer or manager took steps to obtain or secure the business of the individual, organization, or business entity. (iii) "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 that is or becomes available to the general public and did not become so available through any breach of this Agreement by Grantee or Grantee's breach of a duty owed to the Corporation. (iv) "Restricted Services" shall mean any commercial banking, savings banking, mortgage lending, or any similar lending or banking services.
(v) "Restricted Territory" shall mean anywhere in the geographic area consisting of any county in which any of the Affiliated Companies operate banking offices at any time during the Grantee's employment with the Corporation or any Affiliated Companies. (vi) "Solicit" shall mean any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, persuading, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action; provided, however, that the term "Solicit" shall not include general advertisements by an entity with which Grantee is associated or other communications in any media not targeted specifically at any specific individual described in Section 14(a) or 14(b). (e) Enforcement; Remedies; Blue Pencil. Grantee acknowledges that: (i) the various covenants, restrictions, and obligations set forth in this Section 14 are separate and independent obligations, and may be enforced separately or in any combination; (ii) the provisions of this Section 14 are fundamental and essential for the protection of the Corporation's and the Affiliated Companies' legitimate business and proprietary interests, and the Affiliated Companies (other than the Corporation) are intended third-party beneficiaries of such provisions; (iii) such provisions are reasonable and appropriate in all respects and impose no undue hardship on Grantee; and (iv) in the event of any violation by Grantee of any of such provisions, the Corporation and, if applicable, the Affiliated Companies, will suffer irreparable harm and their remedies at law may be inadequate. In the event of any violation or attempted violation of any provision of this Section 14 by Grantee, the Corporation and the Affiliated Companies, or any of them, as the case may be, shall be entitled to a temporary restraining order, temporary and permanent injunctions, specific performance, and other equitable relief, without any showing of irreparable harm or damage or the posting of any bond, in addition to any other rights or remedies that may then be available to them, including, without limitation, money damages and the cessation of the payment or provision of the issuance of stock awards as contemplated under Section 7. If any of the covenants set forth in this Section 14 is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and the remaining such covenants shall not be affected thereby. 15. Employment Claims. In return for the benefits that Grantee may receive under this Agreement and for continued employment, Grantee agrees not to commence any action or suit related to Grantee's employment by the Corporation or an Affiliated Company: (a) More than six months after the termination of Grantee's employment, if the action or suit is related to the termination of Grantee's employment; or (b) More than six months after the event or occurrence on which Grantee's claim is based, if the action or suit is based on an event or occurrence other than the termination of Grantee's employment. Grantee agrees to waive any statute of limitations that is contrary to this paragraph. 16. Notices. Each notice relating to this Agreement must be in writing and delivered in person or by registered mail to the Corporation at its office, 255 East Fifth Street, Suite 700, Cincinnati, Ohio 45202, attention of the Secretary, or at such other place as the Corporation has designated by notice. All notices to the Grantee or other person or persons succeeding to his or her interest will be delivered to the Grantee or such other person or persons at the Grantee's address as specified in a notice filed with the Corporation. 17. Determinations of the Corporation Final. Any dispute or disagreement which arises under, as a result of, or in any way relates to the interpretation or construction of this Agreement will be determined by the Board of Directors of the Corporation or by a committee appointed by the Board of
Directors of the Corporation (or any successor corporation). The Grantee hereby agrees to accept any such determination as final, binding and conclusive for all purposes. 18. Successors. All rights under this Agreement are personal to the Grantee and are not transferable except that in the event of the Grantee's death, such rights are transferable to the Grantee's legal representatives, heirs or legatees. This Agreement will inure to the benefit of and be binding upon the Corporation and its successors and assigns. 19. Obligations of the Corporation. The liability of the Corporation under the Plan and this Agreement is limited to the obligations set forth therein. No term or provision of the Plan or this Agreement will be construed to impose any liability on the Corporation in favor of the Grantee with respect to any loss, cost or expense which the Grantee may incur in connection with or arising out of any transaction in connection therewith. 20. No Employment Rights. Nothing in the Plan or this Agreement or any related material shall give the Grantee the right to continue in the employment of the Corporation or any Subsidiary or adversely affect the right of the Corporation or any Subsidiary to terminate the Grantee's employment with or without Cause at any time. 21. Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of Ohio. 22. Plan. The Plan will control if there is any conflict between the Plan and this Agreement and on any matters that are not contained in this Agreement. A copy of the Plan has been provided to the Grantee and is incorporated by reference and made a part of this Agreement. Capitalized terms used but not specifically defined in this Agreement will have the definitions given to them in the Plan. 23. Entire Agreement. This Agreement and the Plan supersede any other agreement, whether written or oral, that may have been made or entered into by the Corporation and/or any of its Subsidiaries and the Grantee relating to the shares of Restricted Stock that are granted under this Agreement. This Agreement and the Plan constitute the entire agreement by the parties with respect to such matters, and there are no agreements or commitments except as set forth herein and in the Plan. The terms of this Agreement do not replace or supersede the terms of any agreement or incentive compensation arrangement the Grantee is subject to that includes provisions concerning confidentiality, non-competition or non-solicitation by the Grantee (a "non-solicitation agreement"). Any non-solicitation agreement that Grantee is subject to shall remain in full force and effect as written without impact from this Agreement. 24. Captions; Counterparts. The captions in this Agreement are for convenience only and will not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in any number of counterparts, each of which will constitute one and the same instrument. IN WITNESS WHEREOF, this Agreement for Restricted Stock Award has been executed and dated by the parties hereto as of the day and year first above written. FIRST FINANCIAL BANCORP. By: _______________________________________
Archie M. Brown Title: Chief Executive Officer /$ParticipantName$/ By clicking on the "I ACCEPT" button where this Agreement appears in Merrill Lynch Benefits Online, or "BOL," you are electronically signing this Agreement, and thus, agreeing to all of the terms and conditions of this Agreement. Restricted Stock Award (2026 Stock Plan)
APPENDIX A This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended. PROSPECTUS
1 AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENT This Amended and Restated Employment and Non-Competition Agreement (this “Agreement”) is made as of the Effective Date (as defined below), between First Financial Bank and First Financial Bancorp, Ohio corporations (together referred to herein as, the “Company”), and Archie M. Brown (“Employee”). The Company and Employee may each be referred to herein as a “Party” and, together, the “Parties”. WHEREAS, the Parties entered into an Employment and Non-Competition Agreement on July 25, 2017 (the “Prior Agreement”); and WHEREAS, the Parties desire to terminate the Prior Agreement and enter into an amended and restated employment agreement as provided herein. NOW, THEREFORE, the Parties hereby agree as follows: 1. Employment and Termination of Prior Agreement. As set forth herein, the Company hereby agrees to employ Employee, and Employee hereby agrees to employment with the Company, upon the terms and subject to the conditions described in this Agreement. Employee and the Company by their signatures below expressly agree that any prior employment, severance or change in control agreements between the Employee and the Company, including the Prior Agreement, shall be terminated and of no further force or effect upon the effectiveness of this Agreement, it being the intent of the parties that this Agreement replace the Prior Agreements. Employee hereby waives any and all rights in and to the benefits and rights set forth in the Prior Agreement. The Company also hereby waives any and all rights sets forth in the Prior Agreement. 2. Term. The term of Employee's employment with the Company pursuant to this Agreement shall begin on the date of this Agreement (the "Effective Date") and shall continue for a period of one (1) year from the Effective Date (the "Initial Term"), unless sooner terminated as provided for herein. Following the Initial Term, the term of this Agreement shall renew automatically for successive one (1) year periods (the "Renewal Terms"). The Initial Term and any Renewal Terms shall constitute the "Term," unless the Initial Term or any Renewal Term is terminated pursuant to Section 6 of this Agreement or is terminated by either the Company or Employee at the end of the Initial Term or any Renewal Term upon not less than ninety (90) days' prior written notice given by either Party prior to such end of the Initial Term or any Renewal Term. The Parties understand and agree that non-renewal of this Agreement shall not in and of itself result in a termination of employment and, thus, shall not in and of itself result in any of the payment obligations associated with termination of employment set forth in Section 7 of this Agreement. Notwithstanding the foregoing, in the event of the consummation of a "Change in Control" of the Company (as defined below), the Term shall be the two (2) year period following the consummation of such Change in Control (as defined below). 3. Services. During the Term, Employee shall be employed as the Chief Executive Officer of each of First Financial Bank and First Financial Bancorp, reporting to the Chair of the Board of the Company and the Board of Directors for the Company (the “Board”), and shall perform such services and be responsible for such activities consistent with Employee’s then-current position with the Company as may be assigned to him from time to time by the Board, 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, EXHIBIT 10.2
2 attention, energy, loyalty, and skill to rendering the Services, seeing to the business affairs of the Company, and advancing the Company's interests. 4. Compensation. a) Base Compensation. As compensation for his Services during the Term, the Company shall pay Employee a base salary at a minimum annual rate equal to Employee’s base salary as of the date of this Agreement (the "Base Salary"), payable in accordance with the Company's general policies and procedures for payment of salaries to its executive officers as in effect from time to time. Employee's performance shall be reviewed not less often than annually by the Board or the Compensation Committee of the Board (the "Compensation Committee") for the purpose of evaluating potential increases in the Base Salary, but the Company shall not be obligated to make any such increases. b) Short-Term Incentive. With respect to each fiscal year of the Company ending during the Term (including the fiscal year that includes the Effective Date), Employee shall be eligible to participate in the Company's Annual Short-Term Incentive Plan or such other short-term incentive compensation plan established by the Board or a Board committee as in effect from time to time (the "Incentive Plan"). For purposes of the Incentive Plan, Employee's target annual incentive opportunity shall be at a minimum rate equal to Employee’s target annual incentive opportunity as of the date of this Agreement (the "Target Incentive Amount"), with the actual amount and terms and conditions of any such short-term incentive award to be determined by the Compensation Committee consistent with and subject to the terms of the Incentive Plan; provided, however, that, other than with respect to the Target Incentive Amount, the terms of the Incentive Plan applicable to Employee shall be comparable in all material respects to the terms applicable to the Company's executive officers generally. The incentive, if any, for each fiscal year shall be paid to Employee by no later than the last day of the third (3rd) month following the end of such fiscal year, unless the Company or Employee, as applicable, shall elect to defer the receipt of such incentive pursuant to an arrangement that meets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). c) Long-Term Incentive Award Opportunity. With respect to each fiscal year of the Company during the Term, Employee shall be eligible to be awarded a long-term incentive award ("LTI Award"), with a target award opportunity having a value (based on the grant date value of any such LTI Award, as determined in accordance with the Company's standard valuation methodology and procedures for equity and equity-based awards as applied consistently with respect to other executive officers of the Company) equal to at a minimum Employee’s target annual long-term incentive opportunity as of the date of this Agreement. The actual amount and terms and conditions of any such LTI Award, including the time of payment of any LTI Award, shall be determined in accordance with the terms of the applicable long-term incentive plan of the Company as in effect at the time of grant (and as subsequently amended, if applicable). d) Employee Benefits. During the Term, Employee shall be eligible to participate in the Company’s retirement plans, including any pension plan, 401(k) discretionary contribution plan, supplemental savings plans, or supplemental retirement plans, as in effect from time to time, and welfare benefits and other group employee benefits, such as paid-time-off (or similar benefit), group disability and health, life, and accident insurance and similar indirect compensation programs, which may from time to time be offered generally to the Company's executive officers, subject in each case to the terms and conditions of the applicable retirement plan, welfare plan, or other benefit program and also subject to the Company’s right to terminate, amend or modify such plans or programs in its sole discretion in accordance with their terms.
3 5. Confidentiality; Non-competition; Client Covenants; Non-solicitation; Non- disparagement. a) Confidentiality. During the Term and at any time thereafter, Employee shall not, without the prior written consent of the Chief Legal Officer of the Company (or such person’s designee) or as may be otherwise required by law or legal process, communicate or divulge any Confidential Information (as defined below) to any person or entity other than the Company or an Affiliated Company (as defined below), their employees, and those designated by the Company or an Affiliated Company, or use any Confidential Information except for the benefit of the Company or an Affiliated Company. Upon service to Employee of any subpoena, court order or other legal process requiring Employee to disclose Confidential Information, Employee shall immediately provide written notice to the Company of such service and the content of any Confidential Information to be disclosed. In addition, immediately upon the termination of Employee’s employment with the Company or an Affiliated Company for any reason, whether voluntary or involuntary, or at any time upon request by the Company or any Affiliated Company, Employee shall return to the Company or the applicable Affiliated Company all Confidential Information in Employee’s possession, including but not limited to any and all copies, reproductions, notes, or extracts of Confidential Information in paper or electronic form. b) Non-competition. During the Term and during the first eighteen months of the Restricted Period (as defined below), Employee shall not, directly or indirectly, whether individually or as a shareholder or other owner, partner, member, director, officer, employee, independent contractor, creditor or agent of any person (other than for the Company), work for, provide services to or for, enter into, engage in, or promote or assist (financially or otherwise), directly or indirectly, any bank holding company, bank, other financial services institution, or any other person or entity which provides Restricted Services (as defined below) in the Restricted Territory (as defined below) or provided Restricted Services in the Restricted Territory within the two calendar years immediately preceding either the termination of Employee’s employment or the Restricted Period. Notwithstanding any of the foregoing, ownership, for personal investment purposes only, of 1% or less of the outstanding capital stock of a publicly traded corporation shall not constitute a violation hereof. c) Client Covenants. During the Term and during the Restricted Period, Employee shall not, directly or indirectly, whether individually or as a shareholder or other owner, partner, member, director, officer, employee, independent contractor, creditor or agent of any person (other than for the Company or any Affiliated Company): (1) Solicit or attempt in any manner to persuade any Customer (as defined below) of the Company to cease to do business, to refrain from doing business or to reduce the amount of business which any Customer has customarily done or contemplates doing with the Company; or (2) Interfere with or damage (or attempt to interfere with or damage) any relationship between the Company or an Affiliated Company on the one hand and any Customer of the Company or any of the Affiliated Companies, on the other hand. d) Non-solicitation of Employees; No Hire. During the Term and during the Restricted Period, Employee shall not, directly or indirectly, whether individually or as a shareholder or other owner, partner, member, director, officer, employee, independent contractor, creditor or agent of any person (other than for the Company or any Affiliated Company): (1) Solicit any employee, officer, director, agent or independent contractor of the Company or any Affiliated Company to terminate his or her relationship with, or otherwise refrain from rendering services to, the Company or any Affiliated Company, or otherwise
4 interfere or attempt to interfere in any way with the Company’s or any Affiliated Company's relationship with any of its employees, officers, directors, agents or independent contractors; or (2) Hire, attempt to hire, employ or engage any person who, at any time within the two-year period immediately preceding such hire, or attempt to hire, employment or engagement, was an employee, officer or director of any Company or Affiliated Company. e) Non-disparagement. Employee shall not, directly or indirectly, at any time (whether during the Term or thereafter, make any public statement (oral or written), or take any other action, that defames or maliciously disparages the Company or any Affiliated Company. Nothing in this Agreement, shall preclude Employee from making truthful statements to correct any false statements made by any Affiliated Company or any person acting on behalf thereof about Employee or to prohibit Employee from reporting possible violations of federal law or regulations, including any possible securities laws violations, to any governmental agency or entity, including but not limited to the U.S. Department of Justice or the U.S. Securities and Exchange Commission, or from participating in any investigation by such governmental agency or entity. f) Defined Terms. For purposes of this Agreement, the following terms shall have the meaning set forth below: (1) "Affiliated Companies" shall mean the Company, any of its subsidiaries, and any other entities controlled by, controlling, or under common control with the Company, including any successors thereof, except that, following the consummation of a Change in Control, for purposes of Sections 5(b) and 5(c), Affiliated Companies shall be limited to the Company and its subsidiaries as of immediately prior to the consummation of such Change in Control. (2) “Change in Control” has the meaning given such term in the Company’s 2026 Stock Plan, or any stock plan intended to succeed the 2026 Stock Plan, as in effect on the Effective Date. (3) "Confidential Information" shall mean all trade secrets, proprietary data, and other confidential information of or relating to the Company or 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 the Company or 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 that is or becomes available to the general public and did not become so available through any breach of this Agreement by Employee or Employee's breach of a duty owed to the Company. (4) “Customer” shall mean the customers or clients of the Company or any Affiliated Company and shall include any and all individuals, organizations, or business entities that: (a) were actual customers or clients of the Company or any Affiliated Company during the Term, or which were prospective customers of the Company or any Affiliated Company during the Term; and (b) with which or whom Employee had contact or about whom Employee obtained Confidential Information during the Term from the Company or any Affiliated Company. For purposes of this definition, an individual, organization, or business entity is a “prospective” client or customer of the Company or any Affiliated Company if the Employee or any other the
5 Company or any Affiliated Company employee, officer or manager took steps to obtain or secure the business of the individual, organization, or business entity. (5) "Restricted Period" shall mean the two (2) year period following Employee's termination of employment with the Company or any Affiliated Company (whether pursuant to this Agreement or otherwise) for any reason, whether by voluntary resignation or involuntary termination or whether with or without cause. (6) “Restricted Services” shall mean any commercial banking, savings banking, mortgage lending, or any similar lending or banking services. (7) “Restricted Territory” shall mean any state in the United States in which First Financial Bank or any Affiliated Company operates banking offices at any time during the term of Employee’s employment with the Company or any Affiliated Company. (8) "Solicit" shall mean (i) any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, persuading, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action; and (ii) any attempt to obtain business from, divert the business of, receive or process any purchase, sales, or work order, accept any business from, or perform any services for any Customer of the Company; provided, however, that the term "Solicit" shall not include general advertisements by an entity with which Employee is associated or other communications in any media not targeted specifically at any specific individual or entity described in Section 5(c) or 5(d). g) Enforcement; Remedies; Blue Pencil. Employee acknowledges that: (1) the various covenants, restrictions, and obligations set forth in this Section 5 are separate and independent obligations, and may be enforced separately or in any combination; (2) the provisions of this Section 5 are fundamental and essential for the protection of the Company's and the Affiliated Companies' legitimate business and proprietary interests, and the Affiliated Companies (other than the Company) are intended third-party beneficiaries of such provisions; (3) such provisions are reasonable and appropriate in all respects and impose no undue hardship on Employee; (4) the Parties have participated jointly in the negotiation and drafting of this Section 5 and the provisions of Section 5 of this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Section 5; and (5) in the event of any violation by Employee of any such provisions, the Company and, if applicable, the Affiliated Companies, will suffer irreparable harm and their remedies at law may be inadequate. The existence of any claim or cause of action by Employee against the Company or any Affiliated Company, whether based on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company or any Affiliated Company of Employee’s obligations contained in Section 5, but shall instead be litigated or arbitrated separately. In the event of any violation or attempted violation of any provision of this Section 5 by Employee, the Company and the Affiliated Companies, or any of them, as the case may be, shall be entitled to a temporary restraining order, temporary and permanent injunctions, specific performance, and other equitable relief, without any showing of irreparable harm or damage or the posting of any bond, in addition to any other rights or remedies that may then be available to them, including, without limitation, money damages. Notwithstanding any other provision of this Agreement to the contrary, the obligation of the Company to pay or provide the benefits under Section 7 of this Agreement that are otherwise payable or to be provided following termination of Employee's employment with the Company shall automatically and immediately terminate upon a breach by Employee of this Agreement, including without limitation a breach of Employee's obligations under Section 5, other than an immaterial and inadvertent breach of any
6 provision other than those set forth in Section 5 that is discontinued and/or remedied (to the extent subject to cure) by Employee promptly. Should Employee breach the terms of this Section 5, such violation will extend the Restricted Period applicable to Sections 5 (b), (c), and (d) by a length of time equal to the time that Employee is in breach. If any of the covenants set forth in this Section 5 is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and the remaining such covenants shall not be affected thereby. h) Notice to Future Employers. If Employee is offered employment or the opportunity to enter into any other business relationship with any other person, firm, or organization, Employee agrees to provide a copy of Section 5 of this Agreement to the prospective employer or other person, firm or organization before accepting such an offer. 6. Termination. a) Employee's employment with the Company and the Term of this Agreement: (1) shall terminate automatically upon the death of Employee; (2) may be terminated by Employee other than for Good Reason (as defined below) upon not less than ninety (90) days' prior written notice given to the Company; (3) may be terminated by the Company without Cause (as defined below) upon written notice to Employee at any time, which termination shall be effective immediately or as of such later date as specified in such notice (not to exceed thirty (30) days without Employee's consent); (4) may be terminated by Employee at any time for Good Reason ; (5) may be terminated by the Company immediately upon notice to Employee at any time for Cause; or. (6) may be terminated by the Company immediately upon notice to Employee at any time if Employee is then under a Long-Term Disability (as defined below). b) For purposes of this Agreement: (1) "Cause" shall mean any one or more of the following: a. (i) an indictment of Employee, or plea of guilty or plea of nolo contendere by Employee, to a charge of an act constituting a felony under the federal laws of the United States, the laws of any state, or any other applicable law, (ii) fraud, embezzlement, or misappropriation of assets, (iii) willful misfeasance or dishonesty, (iv) receipt by the Company of a written requirement or directive to terminate the employment of Employee from a federal or state regulatory agency having jurisdiction over the Company; or (v) other actions or criminal conduct which materially and adversely affects the business (including business reputation) or financial condition of the Company; b. the continued failure of Employee to: (i) perform substantially Employee's duties with the Company (other than any such failures resulting from
7 incapacity due to physical or mental illness); (ii) observe all material obligations and conditions to be performed and observed by Employee under this Agreement, or (iii) perform his duties in accordance, in all material respects, with the policies and directions established from time to time by the Board or the Executive Chairman of the Company (any such failure, a "Performance Failure"), and to correct such Performance Failure within not more than fifteen (15) days following written notice from the Board delivered to Employee, which notice specifically identifies the manner in which the Board and/or the Executive Chairman of the Company believes that Employee has not substantially performed; or d. having corrected (or the Company having waived the correction of) a Performance Failure, the occurrence of any subsequent Performance Failure (whether of the same or different type or nature). For purposes of whether or not conduct constituting Cause has occurred, any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Employee in good faith and in the best interests of the Company. The cessation of employment of Employee shall not be deemed to be for Cause unless and until there shall have been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Employee and Employee is given an opportunity, together with counsel, to be heard before the Board), finding that, in the opinion of the Board, Employee is guilty of the conduct described in clause (a) (other than clause (i)), (b) or (c) above. (2) "Long-Term Disability" means, as determined in the sole discretion of the Company, that Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than one (1) year. (3) "Good Reason" means Employee’s termination of employment within ninety (90) days following the expiration of any cure period (discussed below) following the occurrence, without Executive's consent, of one or more of the following: i. A material reduction in Employee’s base compensation (except where there is a reduction applicable to all similarly situated executive officers generally); provided, that a reduction of less than ten percent (10%) will not be considered a material reduction in base compensation; ii. A material diminution in the Employee’s authority, duties or responsibilities; or iii. A material breach by the Company of a material provision of this Agreement. Employee will not resign for Good Reason without first providing the Company with written notice within sixty (60) days of the event that Employee believes constitutes “Good Reason” specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date of such notice during which such condition must not have been cured.
8 7. Severance Benefits. a) Termination by the Company Without Cause or Termination by Employee for Good Reason. In addition to the compensation set forth in Section 7(c) below, Employee will receive the additional compensation set forth in Section 7(a)(1)-4 below, if the following requirements are met: (i) Employee’s employment is terminated by the Company without Cause pursuant to Section 6(a)(3) or Employee terminates employment for Good Reason pursuant to Section 6(a)(4); (ii) Employee strictly abides by the restrictive covenants set forth in Section 5; and (iii) Employee executes (and does not revoke) a separation agreement and release in a form satisfactory to the Company on or after his employment termination date, but no later than the date required by the Company in accordance with applicable law: (1) "Severance Termination Compensation" equal to three (3) years of Employee's Base Salary (not taking into account any reduction in Base Salary that serves as the basis for a termination for Good Reason), payable in equal bi-weekly installments over three (3) years starting with the first payroll period following Employee's date of termination of employment; (2) "Severance Termination Short-Term Incentive" equal to the greater of (x) three (3) times the Target Incentive Amount or (y) three (3) times the three (3) year average of the actual annual incentive awards paid (or payable) to the Employee by the Company for the three (3) completed calendar years that immediately precede the Employee's termination of employment, payable in a lump sum on the first payroll period following the sixtieth (60th) day after Employee's date of termination of employment; (3) During the one (1) year period following the date of termination, Employee shall be entitled to full executive outplacement assistance with an agency selected by the Company with the fee paid by the Company in an amount not to exceed five percent (5%) of Employee's Base Salary (“Outplacement Assistance”); (4) With respect to any outstanding long-term incentive stock awards that are subject to performance goals, all incomplete performance periods shall end on the date of the Change in Control and all awards shall be paid in full based upon the actual performance results as calculated by the Compensation Committee of the Board or, if such actual performance results cannot be calculated, all awards shall be paid in full at target; and (5) If the Employee timely and properly elects continuation of coverage under the Company's health care plan pursuant to Section 4980B of the Code ("COBRA Coverage"), the Company shall pay on the Employee's behalf the difference between the monthly COBRA Coverage premium paid by the Employee for himself and his dependents and the monthly premium amount paid by similarly situated active executives (the “COBRA Reimbursement”). Such COBRA Reimbursement shall be paid directly to the COBRA Coverage administrator (if any) and shall be treated as a taxable benefit to the Employee, and if COBRA Coverage is no longer available to the Employee, the Company shall pay any additional COBRA Reimbursement, in the amount of the most recent monthly COBRA Reimbursement, directly to the Employee. The Employee shall be eligible to receive such COBRA Reimbursement until the earliest of: (i) the thirty-six (36) month anniversary of the Employee's termination of employment; or (ii) the date on which the Employee otherwise becomes eligible to receive substantially similar coverage from another employer. The Company reserves the right to modify
9 or terminate the COBRA Coverage benefit provided hereunder to the extent necessary to comply with applicable law. b) Termination Due to Employee’s Death or Long-Term Disability, Termination by the Company for Cause or Termination by Employee Other than for Good Reason. If, during the Term, Employee’s employment is terminated: (1) by reason of his death or Long-Term Disability, (2) by the Company for Cause; or (3) voluntarily by Employee for any reason other than for Good Reason, the Company’s obligations to Employee shall be limited to the payment of the Accrued Obligations, as defined below, and the timely payment or provision of the Other Benefits, as defined below. The Accrued Obligations shall be paid to Employee or his estate or beneficiary in the event of his death, as applicable, in a lump sum in cash within thirty (30) days of the date of termination. c) Accrued Obligations and Other Benefits. Upon the termination of Employee’s employment for any of the reasons specified in Section 6(a), the Company shall pay: (1) Employee’s accrued and unpaid Base Salary through the date of termination, to the extent not theretofore paid (the “Accrued Obligations”), which payments shall be paid within thirty (30) days of the date of termination either to the Employee or to Employee’s estate or beneficiary as applicable; and (2) any other benefits (other than benefits under any severance or termination pay plan of the Company or the Affiliated Companies) that are otherwise required to be provided to Employee or to which Employee is otherwise eligible to receive through the date of termination under the terms of the Company’s retirement plans, including any pension plan, 401(k) discretionary contribution plan, supplemental savings plans, or supplemental retirement plans, as in effect from time to time, and welfare benefits and other group employee benefits, such as paid-time-off (or similar benefit), group disability and health, life, and accident insurance and similar indirect compensation programs, with respect to each consistent with the terms of the applicable Company plan (the “Other Benefits”). Such payment of the Other Benefits shall not be subject to the Employee’s execution of any release unless otherwise called for in the applicable governing Company plan. Except as expressly provided in this Section 7(c), Employee shall have no right to receive any compensation or other benefits under this Agreement as a result of or in connection with the termination of his employment with the Company due to death pursuant to Section6(a)(1), due to the termination by Employee other than for Good Reason pursuant to Section 6(a)(2), due to the termination by the Company for Cause pursuant to Section 6(a)(5), or due to the termination of Employee’s employment due to Long-Term Disability pursuant to Section 6(a)(6), or for any period after any such termination. d) Full Settlement. Except as expressly provided in this Section 7, Employee shall have no right to receive any compensation or other benefits under this Agreement as a result of or in connection with the termination of his employment by the Company, or for any period after any such termination. Moreover, the Parties expressly agree that if the Company has other severance programs or plans in place during the Term, Employee shall not be eligible for benefits under any such programs or plans. 8. Section 409A of the Code. a) Although the Company does not guarantee the tax treatment of any payments under the Agreement, the intent of the Parties is that the payments and benefits under this Agreement be exempt from, or comply with, Section 409A of the Code and all Treasury Regulations and guidance promulgated thereunder (“Code Section 409A”) and to the maximum extent permitted the Agreement shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company or its affiliates or their respective officers, directors, employees or agents be liable for any additional tax, interest or penalties that may be imposed on Employee by Code Section 409A or damages for failing to comply with Code Section 409A.
10 b) Notwithstanding any other provision of this Agreement to the contrary, to the extent that any reimbursement of expenses constitutes “deferred compensation” under Code Section 409A, such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year. c) For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Whenever a payment under this Agreement may be paid within a specified period, the actual date of payment within the specified period shall be within the sole discretion of the Company. d) Notwithstanding any other provision of this Agreement to the contrary, if at the time of Employee’s separation from service (as defined in Code Section 409A), Employee is a “Specified Employee”, then the Company will defer the payment or commencement of any nonqualified deferred compensation subject to Code Section 409A payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to Employee) until the date that is six (6) months following separation from service or, if earlier, the earliest other date as is permitted under Code Section 409A (and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the expiration of the six (6) month period or such shorter period, if applicable). Employee will be a “Specified Employee” for purposes of this Agreement if, on the date of Employee’s separation from service, Employee is an individual who is, under the method of determination adopted by the Company designated as, or within the category of employees deemed to be, a “Specified Employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Company shall determine in its sole discretion all matters relating to who is a “Specified Employee” and the application of and effects of the change in such determination. e) Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Code Section 409A upon or following a termination of the Employee’s employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be the date of termination for purposes of any such payment or benefits. 9. Limitation on Payments Under Certain Circumstances. a) In the event that any payments and other benefits provided for in this Agreement or otherwise payable to Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 9, would be subject to the excise tax imposed by Section 4999 of the Code, then any post-termination severance benefits payable under this Agreement or otherwise will be either: (1) delivered in full, or (2) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code,
11 (3) whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Employee on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. b) If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments; (ii) cancellation of accelerated vesting of equity awards (by cutting back performance-based awards first and then time-based awards, based on reverse order of vesting dates (rather than grant dates)), if applicable; and (iii) reduction of employee benefits. c) Unless the Company and Employee otherwise agree in writing, any determination required under this Section 9 will be made in writing by the Company’s independent public accountants or by such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Employee and the Company. For purposes of making the calculations required by this Section 9, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and you will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section. The Company will bear all costs the Firm may incur in connection with any calculations contemplated by this Section 9. 10. Company Policies. Employee acknowledges that at all times he and the compensation he receives (or is eligible to receive) from the Company pursuant to this Agreement or otherwise shall be subject to the policies of the Company, including the Company's stock ownership guidelines and clawback or recoupment policies, as in effect from time to time. 11. Capacity. Employee represents and warrants to the Company that he has the capacity and right to enter into this Agreement and perform all of his obligations under this Agreement without any restriction. Employee acknowledges and agrees that Employee is executing this Agreement voluntarily and without any duress or undue influence by the Company or any other person or entity. Employee also acknowledges and agrees that he has a full understanding of the terms, benefits, consequences, obligations and binding effect of this Agreement, including that Employee is WAIVING HIS RIGHT TO A JURY TRIAL. Employee has also had the opportunity to consult with counsel about the terms of this Agreement or freely has chosen not to do so. 12. Arbitration. a) Arbitration. Subject to the right of the Company and the Affiliated Companies to exercise the remedies described in Section 5 of this Agreement or the right of Employee to challenge, defend or contest same in any court having jurisdiction, the Parties agree that any and all controversies, claims, or disputes between Employee and: (i) the Company or (ii) any employee, officer, director, shareholder or benefit plan of the Company in their capacity as such or otherwise arising out of, relating to, or resulting from Employee's employment with the Company or termination thereof, including any breach of this Agreement, will be subject to binding arbitration under the then applicable Commercial Arbitration Rules of the American Arbitration Association. Claims subject to arbitration include but are not limited to claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Sarbanes Oxley Act, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, the Ohio Civil Rights Act, the Ohio Whistleblower Protection Law, the Ohio Equal Pay Law, and the
12 Ohio State Wage Payment and Work Hour Laws, claims for breach of contract (express or implied), claims for violation of public policy or wrongful termination, and any other statutory or common law claim. b) Agreed Limitation of Action. In exchange for the benefits provided herein, Employee agrees not to commence any action or suit related to Employee’s employment, whether during the Term of this Agreement or outside of this Agreement, by the Company or the Affiliated Companies: (1) More than six (6) months after the termination of Employee’s employment, if the action or suit is related to the termination of Employee’s employment; (2) More than six (6) months after the event or occurrence on which Employee’s claim is based, if the action or suit is based on an event or occurrence other than the termination of Employee’s employment. Employee agrees to waive any statute of limitations that is contrary to this Section12(b) c) Procedure. In any arbitration, the arbitrators shall consist of a panel of three arbitrators, which shall act by majority vote and which shall consist of one arbitrator selected by each party subject to the arbitration and a third arbitrator selected by the two arbitrators so selected, who shall be either a certified public accountant or an attorney at law licensed to practice in the State of Ohio and who shall act as chairman of the arbitration panel; provided that, if one party selects its arbitrator for the panel and the other party fails to so select its arbitrator within ten (10) business days after being requested by the first party to do so, then the sole arbitrator shall be the arbitrator selected by the first party. A decision in any such arbitration shall apply both to the particular question submitted and to all similar questions arising thereafter and shall be binding and conclusive upon both parties and shall be enforceable in any court having jurisdiction over the party to be charged. Each party shall bear the cost of its own attorney’s fees. However, if any party prevails on a claim, which, according to applicable law, affords the prevailing party attorney’s fees, the arbitrator may award reasonable attorney’s fees to the prevailing party. All rights and remedies of each party under this Agreement are cumulative and in addition to all other rights and remedies that may be available to that party from time to time, whether under any other agreement, at law or in equity. Any arbitration under this Agreement shall be conducted in Cincinnati, Ohio. d) Remedy. Except as otherwise provided by law or this Agreement, arbitration shall be the sole, exclusive, and final remedy for any dispute between Employee and the Company. Accordingly, except as otherwise provided by law or this Agreement, Employee and the Company hereby waive the right to seek remedies for any such disputes in court, including the right to a jury trial. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator will not order or require the Company to adopt a policy not otherwise required by law which the Company has not adopted. e) Administrative Relief. Employee is not prohibited from pursuing an administrative claim with a local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, including, but not limited to, the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Workers' Compensation Board. However, Employee may not pursue court action regarding any such claim, except as permitted by law. 13. Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.
13 14. Survival. Upon the expiration of the Term or other termination of this Agreement, the respective rights and obligations of the Parties shall survive such expiration or other termination to the extent necessary to carry out the intentions of the Parties under this Agreement. The termination of Employee's employment by the Company (for any reason) shall not relieve either Party of its obligations existing at, arising as a result of, or relating to acts or omissions occurring prior to, such termination. Without limiting the generality of the preceding sentence, in no event shall the termination of such employment modify or affect any obligations of Employee or rights of the Company or the Affiliated Companies under Sections 5, 12, 16, 17, 18, 19 or 22 of this Agreement, all of which shall survive the termination of such employment. 15. Notices. All notices and other communications under this Agreement to either Party shall be in writing and shall be deemed given when (a) delivered personally to that Party, (b) sent by facsimile (which is confirmed) to that Party, (c) mailed by certified mail (return receipt requested) to that Party at the address for that Party set forth in this Agreement, or (d) delivered to Federal Express, UPS, or any similar express delivery service for delivery the next business day to that Party at that address. If to the Company: First Financial Bank 255 East Fifth Street, Suite 2900 Cincinnati, Ohio 45202 Attention: Chief Legal Officer If to Employee: At the most recent address on file at the Company. Either Party may change its address for notices under this Agreement by giving the other Party written notice of such change. 16. Severability. The intention of the Parties is to comply fully with all rules, laws, and public policies to the extent possible. If and to the extent that any court of competent jurisdiction or arbitrator is unable to so construe any provision of this Agreement and holds that provision to be invalid, such invalidity shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect. With respect to any provision in this Agreement finally determined by such a court or arbitration to be invalid or unenforceable, such court or arbitrator shall have jurisdiction to reform this Agreement to the extent necessary to make such provision valid and enforceable, and, as reformed, such provision shall be binding on the Parties. 17. Non-Waiver. No failure by either Party to insist upon strict compliance with any term of this Agreement, to exercise any option, to enforce any right, or to seek any remedy upon any default of the other Party shall affect, or constitute a waiver of, the other Party's right to insist upon such strict compliance, exercise that option, enforce that right, or seek that remedy with respect to that default or any prior, contemporaneous, or subsequent default. No custom or practice of the Parties at variance with any provision of this Agreement shall affect or constitute a waiver of either Party's right to demand strict compliance with all provisions of this Agreement. 18. Complete Agreement. This Agreement constitutes the entire agreement of the Parties hereto and supersedes in their entirety all prior or contemporaneous representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the Parties with respect to the subject matter hereof. In signing this Agreement, no Party is relying on any fact, written statement or representation, assumption, or verbal statement or representation not specifically set forth in this Agreement. Employee acknowledges and agrees that this Agreement encompasses all the rights of Employee, if any, to payments and/or benefits based on the termination of Employee’s employment and
14 Employee hereby agrees that he has no such rights except as stated in and pursuant to the terms of this Agreement. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto and which specifically mention this Agreement. To the extent determined necessary to comply with the Guidance on Sound Incentive Compensation Policies issued by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the Office of Thrift Supervision on June 21, 2010, as it may be implemented and interpreted from time to time, the Parties mutually agree to amend the provisions of this Agreement and to cooperate in good faith with respect thereto. 19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio applicable to contracts to be executed and performed entirely in such state. 20. Captions. The captions of the various sections of this Agreement are not part of the context of this Agreement, are only guides to assist in locating those sections, and shall be ignored in construing this Agreement. 21. Genders and Numbers. Where permitted by the context, each pronoun used in this Agreement includes the same pronoun in other genders and numbers, and each noun used in this Agreement includes the same noun in other numbers. 22. Successors. This Agreement shall be personal to Employee, and no rights or obligations of Employee under this Agreement may be assigned or delegated by Employee to any person. Any assignment or attempted assignment by Employee in violation of the preceding sentence shall be null and void. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against the heirs, personal representatives, successors, and assigns of each Party. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law, or otherwise. 23. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same Agreement. IN WITNESS THEREOF, Employee has hereunto set his hand, and the Company has caused this Agreement to be executed in its name and on its behalf, all as of the 14th day of September, 2026. EMPLOYEE FIRST FINANCIAL BANK By: Archie M. Brown Claude E. Davis, Chair of the Board of Directors Date Date FIRST FINANCIAL BANCORP.
15 By: Claude E. Davis, Chair of the Board of Directors
1 AMENDED AND RESTATED SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Amended and Restated Severance and Change in Control Agreement (the "Agreement") is made and entered into by and between __________________ ("Executive") and First Financial Bank (the "Company"), effective as of the latest date set forth by the signatures of the parties hereto below (the "Effective Date"). RECITALS 1. The Board of Directors of the Company (the "Board") recognizes that it is possible that the Company could terminate Executive's employment with the Company and from time to time the Company may consider the possibility of an acquisition by another company or other change in control transaction. The Board also recognizes that such considerations can be a distraction to Executive and can cause Executive to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of such a termination of employment or the occurrence of a Change in Control (as defined herein) of the Company. 2. The Board believes that it is in the best interests of the Company and its shareholders to provide Executive with an incentive to continue his or her employment with the Company and to motivate Executive to maximize the value of the Company for the benefit of its shareholders. 3. The Board believes that it is imperative to provide Executive with certain severance benefits upon Executive's termination of employment and with certain additional benefits following a Change in Control. These benefits will provide Executive with enhanced financial security and incentive and encouragement to remain with the Company notwithstanding the possibility of a Change in Control. 4. The Company and Executive wish to terminate any and all rights and obligations the Company and/or Executive had under any prior severance or change in control agreement in exchange for this Agreement. 5. Certain capitalized terms used in the Agreement, and not otherwise defined, are defined in Section 9 below. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Company and Executive (each, the “Party,” and together, the “Parties”) hereto agree as follows: 1. Term of Agreement. The Initial Term of this Agreement will begin on the Effective Date and continue for twelve (12) months (the “Initial Term”), unless sooner amended or terminated pursuant to Section 3 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 non-renewed by either the Company or Executive upon not less than ninety (90) days’ prior written notice given by either party prior to the end of the Initial Term or any Renewal Term, as applicable (it being understood that non- renewal of this Agreement shall not result in a termination of employment unless the party providing such notice of non-renewal also specifies in such notice that Executive’s employment shall terminate at the expiration of the then-current term pursuant to Section 3 of this Agreement). The Initial Term and all Renewal Terms, if any, shall constitute the “Term.” Notwithstanding the foregoing, in the event of the consummation of a “Change in Control” of the Company (as defined below), the Term shall be the two-year period following the consummation of such Change in Control, without the possibility of non-renewal. For purposes of this Agreement, a “Change in Control” has the meaning EXHIBIT 10.3
2 given such term in the Company’s 2026 Stock Plan, or any stock plan intended to succeed the 2026 Stock Plan, as in effect on the Effective Date. 2. At-Will Employment. The Company and Executive acknowledge that Executive's employment is and will continue to be at-will, as defined under applicable law. If Executive's employment terminates for any reason, including (without limitation) any termination of employment not set forth in Section 3, Executive will not be entitled to any payments, benefits, damages, awards or compensation other than the payment of accrued but unpaid wages, as required by law, and any unreimbursed reimbursable expenses or pursuant to written agreements with the Company, including equity award agreements. 3. Severance Benefits. a) Termination Without Cause and not in Connection with a Change in Control. If the Company terminates Executive's employment with the Company for a reason other than Cause, Executive becoming Disabled or Executive's death at any time (other than in connection with a Change in Control under Section 3(b) of the Agreement), then, subject to Section 4, Executive will receive the following payments and benefits (the “Severance Benefits”) at the times specified below (subject to Sections 7 and 8 of this Agreement): i. Severance Payments. Executive will receive severance in an amount equal to thirty (30) months of Executive's base salary as in effect immediately prior to the date of Executive's termination of employment, less all required tax withholdings and other applicable deductions, payable in equal installments over thirty (30) months in accordance with Section 3(g). Notwithstanding the foregoing, the Company in its sole and absolute discretion may accelerate any installment payment or portion thereof to be paid on any date prior to the date the installment payment would otherwise be paid, subject to the limitations of Section 7. ii. Termination Short-Term Bonus Payment. Executive shall be entitled to an annual bonus for the year of termination determined in accordance with the following: A. In the event Executive is a Covered Executive for the year of his or her termination of employment or, as determined in the sole discretion of the Company, would have been a Covered Executive for such year if he or she had continued employment until the end of the year, then Executive shall receive a lump sum severance payment equal to the greater of two and one-half (2.5) times the Executive’s target annual short-term incentive plan bonus or two and one-half (2.5) times the average of the three most recent actual annual bonus awards paid (or payable) to Executive by the Company (or, the average actual annual bonus payouts for such lesser number of completed performance years for which Executive was eligible to receive an annual bonus). B. For any year in which the preceding paragraph A. does not apply, in lieu of the amount otherwise payable to Executive under paragraph A, Executive shall receive a payment equal to two and one-half (2.5) times Executive's target annual short-term incentive plan bonus as in effect for the fiscal year in which Executive's termination occurs (or the target annual short-term incentive plan bonus that is in effect for the previous year if the target bonus for the current year is not ratified/approved by the compensation committee of the Board of Directors as of Executive’s termination of employment). C. Such amount shall be paid following Executive’s termination of employment, but in no event later than March 15th of the year following the year of Executive’s termination of employment.
3 iii. Continued Executive Benefits. If the Company’s severance plan of general applicability as in effect on Executive’s date of termination provides for continued payment by the Company of all or a portion of the cost of the premiums for continuation coverage under the Company’s health care plan pursuant to Section 4980B of the Code (“COBRA Coverage”) and if the Executive timely and properly elects such COBRA Coverage, the Company shall pay on the Executive’s behalf the difference between the monthly COBRA Coverage premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active employees for the same coverage. Such reimbursement shall be paid directly to the COBRA Coverage administrator (if any) and shall be treated as a taxable benefit to the Executive. The Executive shall be eligible to receive such reimbursement until the earliest of: (a) the eighteen-month anniversary of the Executive’s termination of employment; (b) the date the Executive is no longer eligible to receive COBRA Coverage; or (c) the date on which the Executive otherwise becomes eligible to receive substantially similar coverage from another employer. The Company reserves the right to modify or terminate the COBRA Coverage benefit provided hereunder to the extent necessary to comply with applicable law. iv. During the one-year period following the date of termination, Executive shall be entitled to full executive outplacement assistance with an agency selected by the Company with the fee paid by the Company in an amount not to exceed five percent (5%) of Executive’s base salary (“Outplacement Assistance”). v. Except as expressly provided in this Section 3(a) and in Section 3(e) below, Executive shall have no right to receive any compensation or other benefits under this Agreement as a result of or in connection with the Company’s termination of Executive’s employment with the Company for a reason other than Cause, Executive becoming Disabled or Executive’s death at any time (other than in connection with a Change in Control which is exclusively governed by Section 3(b) of the Agreement). Under no circumstances will Executive be entitled to benefits under both Section 3(a) and Section 3(b) of this Agreement. b) Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control. If, immediately prior to a Change in Control (as determined in the sole discretion of the Company) or during the two year period that commences upon a Change in Control, (x) the Company terminates Executive's employment with the Company for a reason other than Cause, Executive becoming Disabled or Executive's death, or (y) Executive resigns from such employment for Good Reason, then, subject to Section 4, Executive will receive the following severance benefits from the Company in lieu of the benefits described in Section 3(a) above: i. Severance Payments. Executive will receive severance in an amount equal to thirty (30) months of Executive's base salary as in effect immediately prior to the date of Executive's termination of employment, less all required tax withholdings and other applicable deductions, payable in equal installments over thirty (30) months in accordance with Section 3(g). Notwithstanding the foregoing, the Company or its successor in its sole and absolute discretion may accelerate any installment payment or portion thereof to be paid on any date prior to the date the installment payment would otherwise be paid, subject to the limitations of Section 7. ii. Short-Term Bonus Payment. Executive will receive a lump sum severance payment equal to the greater of (x) two and one-half (2.5) times Executive's full target annual short-term incentive plan bonus as in effect for the fiscal year in which Executive's termination occurs (or, if greater, as in effect for the fiscal year in which the Change in Control occurs) or (y) two and one-half (2.5) times the average of the three most recent actual annual short-term incentive bonus awards paid (or payable) to Executive by the Company (or, the average actual annual short-term incentive bonus payouts for such lesser number of completed performance years for which Executive was eligible to receive a short term incentive bonus),
4 less all required tax withholdings and other applicable deductions. Such amount shall be paid following Executive’s termination of employment, but in no event later than March 15th of the year following the year of Executive’s termination of employment. iii. With respect to any outstanding long-term incentive stock awards that are subject to performance goals, all incomplete performance periods shall end on the effective date of the Change in Control and all awards shall be paid in full based upon the actual performance results as calculated by the Compensation Committee of the Board or, if such actual performance results cannot be calculated, all awards shall be paid in full at target. iv. Continued Executive Benefits. COBRA Coverage as described in Section 3(a)(iii) of this Agreement. v. Outplacement Assistance as described in Section 3(a)(iv) of this Agreement. vi. Except as expressly provided in this Section 3(b) and in Section (e) below, Executive shall have no right to receive any compensation or other benefits under this Agreement as a result of or in connection with the Company’s termination of Executive’s employment with the Company for a reason other than Cause, Executive becoming Disabled or Executive’s death or Executive resigns from such employment for Good Reason where such separation of employment occurs immediately prior to a Change in Control (as determined in the sole discretion of the Company) or during the two-year period that commenced upon a Change in Control. Under no circumstances will Executive be entitled to benefits under both Section 3(a) and Section 3(b) of this Agreement. c) Termination Due to Executive’s Death or Disability, Termination by the Company for Cause or Voluntary Termination by Executive. If, during the Term, Executive’s employment is terminated: (1) by reason of Executive’s death or Disability, (2) by the Company for Cause; or (3) voluntarily by Executive, the Company’s obligations to Executive shall be limited to the payment of the Accrued Obligations, as defined below, and the timely payment or provision of the Other Benefits, as defined below. The Accrued Obligations shall be paid to Executive or his estate or beneficiary in the event of his death, as applicable, in a lump sum in cash within thirty (30) days of the date of termination. d) Full Settlement. Except as expressly provided in this Section3, Executive shall have no right to receive any compensation or other benefits under this Agreement as a result of or in connection with the termination of this Agreement or the termination of his employment with the Company. If the Company has other severance programs or plans in place during the Term, Executive shall not be eligible for benefits under any such programs or plans. e) Cessation of Payments and Benefits. Notwithstanding any other provision of this Agreement to the contrary, the obligation of the Company to pay or provide the Severance Benefits and the benefits under Sections 3(a) and 3(b) shall automatically and immediately terminate upon a breach by Executive of this Agreement, including without limitation a breach of Executive’s obligations under Section 5, other than an immaterial and inadvertent breach that is discontinued and/or remedied (to the extent subject to cure) by Executive promptly to the Company’s satisfaction. f) Accrued Obligations and Other Benefits. Upon Executive’s separation of employment for any reason, the Company shall pay: (1) Executive’s accrued and unpaid Base Salary through the date of termination, to the extent not theretofore paid (the “Accrued Obligations”), which payments shall not be subject to the Release and shall be paid within thirty (30) days of the date of termination; and (2) any other benefits (other than benefits under any severance or termination pay plan of the Company or the Affiliated Companies) that are otherwise required to be provided
5 to Executive or to which Executive is otherwise eligible to receive through the date of termination under the terms of the applicable Company plan shall be provided to Executive consistent with the terms of the applicable Company plan (the “Other Benefits”). Such payment of the Other Benefits shall not be subject to the Executive’s execution of the Release unless otherwise called for in the applicable governing Company plan. g) Timing of Payments. Subject to any specific timing provisions in Section 3(a), 3(b), or 7 as applicable, payment of severance under this Section 3 shall be made or commence to be made as soon as practicable following Executive's termination of employment in equal biweekly installments in accordance with the Company’s general policies and procedures for the payment of salaries to its executive officers. 4. Conditions to Receipt of Severance. Executive agrees that in order to receive the benefits provided in Section 3(a) or Section 3(b) (as applicable, the “Severance Benefits”): a) Executive must execute and not thereafter revoke his signature to a general release in a form provided by and acceptable to the Company (the “Release”) by the deadline set by the Company for the return of the Release. If the termination of employment occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which Executive's termination of employment occurs, then any severance payments or benefits under this Agreement that are not exempt from Section 409A will be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or such later time as required by (i) the payment schedule applicable to each payment or benefit as set forth in Section 3, (ii) the date the Release becomes effective, or (iii) Section 7; provided that the first payment shall include all amounts that would have been paid to Executive if payment had commenced on the date of Executive's termination of employment. b) The Executive shall comply with requirements of Section 5 both during and after his or her employment. 5. Non-Competition, Non-Solicitation, Confidential Information. a. Non-competition. During the term of Executive’s employment and during the first six-months of the Restricted Period (as defined below), other than following a termination by the Company for Cause (as defined below) in which case this Section 5(a) shall be inapplicable, Executive shall not directly or indirectly, whether individually or as a shareholder or other owner, partner, member, director, officer, employee, independent contractor, creditor or agent of any person (other than for the Company), 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 of the United States in which any of the Affiliated Companies operate banking offices at any time during the term of Executive’s employment with any Affiliated Companies (the “Restricted Territory”). Notwithstanding the foregoing, ownership, for personal investment purposes only, of 1% or less of the outstanding capital stock of a publicly traded corporation shall not constitute a violation hereof. b. Non-solicitation of Clients. During the Executive’s employment with any Affiliated Company (as defined below) and during the Restricted Period, Executive shall not, directly or indirectly, whether individually or as a shareholder or other owner, partner, member, director, officer, employee, independent contractor, creditor or agent of any person (other than for the any Affiliated Company): i. Solicit (as defined below) any person or entity located in the Restricted Territory for the provision of any Restricted Services;
6 ii. Solicit or attempt in any manner to persuade any client or customer of any Affiliated Companies to cease to do business, to refrain from doing business or to reduce the amount of business which any client or customer has customarily done or contemplates doing with any of the Affiliated Companies; or iii. Interfere with or damage (or attempt to interfere with or damage) any relationship between any Affiliated Company and any client or customer. c. Non-solicitation of Employees; No Hire. During the Executive’s employment with any Affiliated Company and during the Restricted Period, Executive shall not, directly or indirectly, whether individually or as a shareholder or other owner, partner, member, director, officer, employee, independent contractor, creditor or agent of any person (other than for any Affiliated Company): i. Solicit any employee, officer, director, agent or independent contractor of any Affiliated Company to terminate his or her relationship with, or otherwise refrain from rendering services to, 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 or independent contractors; or ii. Employ or engage any person who, at any time within the two-year period immediately preceding such employment or engagement, was an employee, officer or director of any Affiliated Company. d. Non-disclosure of Confidential Information. i. During Executive’s employment with Company or any Affiliated Company and after the termination of such employment for any reason, Executive shall not, without the prior written consent of the Chief Legal Officer of Company (or such person’s designee) or as may be otherwise required by law or legal process, communicate or divulge any Confidential Information (as defined below) to any person or entity other than Company or an Affiliated Company, their employees, and those designated by Company or an Affiliated Company, or use any Confidential Information except for the benefit of Company or an Affiliated Company. Upon service to Executive of any subpoena, court order or other legal process requiring Executive to disclose Confidential Information, Executive shall immediately provide written notice to Company of such service and the content of any Confidential Information to be disclosed. ii. Immediately upon the termination of Executive’s employment with Company or an Affiliated Company for any reason, Executive shall return to Company or the applicable Affiliated Company all Confidential Information in Executive’s possession, including but not limited to any and all copies, reproductions, notes, or extracts of Confidential Information in paper or electronic form. e. Non-disparagement. Executive shall not, directly or indirectly, at any time (whether during Executive’s employment or thereafter), make any public statement (oral or written), or take any other action, that is disparaging to any Affiliated Company. The provisions of this Section 5(e) shall not preclude Executive from making truthful statements to correct any false statements made by any Affiliated Company or any person acting on behalf thereof about Executive or prohibit Executive from reporting possible violations of federal law or regulations, including any possible securities laws violations, to any governmental agency or entity, including but not limited to the U.S. Department of Justice or the U.S. Securities and Exchange Commission, or from participating in any investigation by such governmental agency or entity.
7 f. Enforcement; Remedies; Blue Pencil. Executive acknowledges that: (1) the various covenants, restrictions, and obligations set forth in this Section 5 are separate and independent obligations, and may be enforced separately or in any combination; (2) the provisions of this Section 5 are fundamental and essential for the protection of the Company’s and the Affiliated Companies’ legitimate business and proprietary interests, and the Affiliated Companies (other than the Company) are intended third-party beneficiaries of such provisions; (3) such provisions are reasonable and appropriate in all respects and impose no undue hardship on Executive; and (4) in the event of any violation by Executive of any of such provisions, the Company and, if applicable, the Affiliated Companies, will suffer irreparable harm and their remedies at law may be inadequate. In the event of any violation or attempted violation of any provision of this Section 5 by Executive, the Company and the Affiliated Companies, or any of them, as the case may be, shall be entitled to a temporary restraining order, temporary and permanent injunctions, specific performance, and other equitable relief, without any showing of irreparable harm or damage or the posting of any bond, in addition to any other rights or remedies that may then be available to them, including, without limitation, money damages and the cessation of the payments contemplated under Section 3. If any of the covenants set forth in this Section 5 is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and the remaining such covenants shall not be affected thereby. 7. Section 409A of the Code. a. General. It is intended that this Agreement shall comply with the provisions of Section 409A of the Code and the Treasury regulations relating thereto, or an exemption to Section 409A of the Code, and it shall be considered and interpreted in accordance with such intent. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the Section 409A of the Code deferral election rules and the exclusion under Section 409A of the Code for certain short-term deferral amounts. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code. Despite any contrary provision of this Agreement, any references to “termination of employment” or the “date of termination” (or any similar term) shall mean and refer to the date of Executive’s “separation from service,” as that term is defined in Section 409A of the Code and Treasury Regulation Section 1.409A-1(h). In no event may Executive directly or indirectly designate the calendar year of any payment under this Agreement. b. Delay of Payments. Notwithstanding any other provision of this Agreement to the contrary, if Executive is considered a “specified employee” for purposes of Section 409A (as determined in accordance with the methodology established by the Company as in effect on the date of termination), any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to Executive under this Agreement during the six-month period following his separation from service (as determined in accordance with Section 409A of the Code) on account of his separation from service shall be accumulated and paid to Executive on the first business day of the seventh month following his separation from service (the “Delayed Payment Date”). If Executive dies during the Section 409A postponement period, the amounts and entitlements delayed on account of Section 409A shall be paid to the personal representative (with interest as provided above) of his estate on the first to occur of the Delayed Payment Date or thirty (30) days after the date of Executive’s death. c. In-Kind Benefits and Reimbursements. Notwithstanding any other provision of this Agreement to the contrary, all (1) reimbursements and (2) in-kind benefits provided under this Agreement
8 shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (a) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement); (b) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (c) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (d) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. 8. Limitation on Payments Under Certain Circumstances. a. Anything in this Agreement to the contrary notwithstanding, in the event the Accounting Firm (as defined below) shall determine that receipt of all Severance Benefits would subject Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Severance Benefits paid or payable pursuant to this Agreement (the “Agreement Payments”) so that the Parachute Value of all Severance Benefits, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Severance Benefits if the Agreement Payments were so reduced. If the Accounting Firm determines that Executive would not have a greater Net After-Tax Receipt of aggregate Severance Benefits if the Agreement Payments were so reduced, Executive shall receive all Agreement Payments to which Executive is entitled hereunder. b. If the Accounting Firm determines that the aggregate Agreement Payments should be reduced so that the Parachute Value of all Severance Benefits, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 8 shall be binding upon the Company and Executive and shall be made as soon as reasonably practicable and in no event later than thirty (30) days following the date of termination. For purposes of reducing the Agreement Payments so that the Parachute Value of all Severance Benefits, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Agreement (and no other payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the payments and benefits under the following sections in the following order: (1) first, any payments under Section 3(a)(iv); (2) second, any payments under Section 3(a)(iii); (3) third, any payments under Section 3(a)(1); and (4) fourth, any payments under Section 3(a)(ii). All fees and expenses of the Accounting Firm shall be borne solely by the Company. c. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of Executive pursuant to this Agreement that should not have been so paid or distributed (“Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of Executive pursuant to this Agreement could have been so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Safe Harbor Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or Executive that the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, Executive shall promptly (and in no event later than sixty (60) days following the date on which the Overpayment is determined) pay any such Overpayment to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by Executive to the Company if and to the extent such payment would not either reduce the amount on which Executive is subject to tax under Sections
9 1 and 4999 of the Code or generate a refund of such taxes. If the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly (and in no event later than sixty (60) days following the date on which the Underpayment is determined) by the Company to or for the benefit of Executive together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. d. To the extent requested by Executive, the Company shall cooperate with Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by Executive (including without limitation Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, including those set forth in Section 5 of this Agreement) before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the regulations under Section 280G of the Code in accordance with Q&A-5(a) of the regulations under Section 280G of the Code. e. Definitions. For purposes of this Section, the following terms shall have the meaning set forth below: “Accounting Firm” shall mean a nationally recognized certified public accounting firm that is selected by the Company for purposes of making the applicable determinations under Section 8 and is reasonably acceptable to Executive, which firm shall not, without Executive’s consent, be a firm serving as accountant or auditor for the individual, entity or group effecting the change in control or ownership. “Net After-Tax Receipt” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Accounting Firm determined to be likely to apply to Executive in the relevant tax year(s). “Parachute Value” of a Payment means the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code will apply to such Payment. “Payment” means any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of Executive, whether paid or payable pursuant to this Agreement or otherwise. “Safe Harbor Amount” means (1) 3.0 times Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Code, minus (2) $1.00. 9. Defined Terms. For purposes of this Agreement, the following terms shall have the meaning set forth below: a) “Affiliated Companies” shall mean the Company, all of its direct or indirect subsidiaries, and any other entities controlled by, controlling, or under common control with the Company, including any successors thereof, except that, following the consummation of a Change in Control, for purposes
10 of Sections 5(a) and 5(b), Affiliated Companies shall be limited to the Company and its subsidiaries as of immediately prior to the consummation of such Change in Control. b) “Cause” shall mean, as determined in the sole discretion of the Company, any one or more of the following: i. an indictment of Executive, or plea of guilty or plea of nolo contendere by Executive, to a charge of an act constituting a felony under the federal laws of the United States, the laws of any state, or any other applicable law, (II) fraud, embezzlement, or misappropriation of assets, (III) willful misfeasance or dishonesty, or (IV) other actions or criminal conduct which materially and adversely affects the business (including business reputation) or financial condition of the Company; ii. the continued failure of Executive to (I) perform substantially Executive’s duties with the Company (other than any such failures resulting from incapacity due to physical or mental illness), (II) observe all material obligations and conditions to be performed and observed by Executive under this Agreement, or (III) perform his or her duties in accordance, in all material respects, with the policies and directions established from time to time by the Chief Executive Officer, the Board or a duly authorized Board committee (any such failure, a (“Performance Failure”), and to correct such Performance Failure within not more than fifteen (15) days following written notice from the Chief Executive Officer or the Board delivered to Executive, which notice specifically identifies the manner in which the Chief Executive Officer or the Board believes that Executive has not substantially performed; or iii. having corrected (or the Company having waived the correction of) a Performance Failure, the occurrence of any subsequent Performance Failure (whether of the same or different type or nature). c) “Change in Control” has the meaning given such term in the Company’s 2026 Stock Plan (or a successor plan thereto) as in effect on the Effective Date. d) “Code” means the Internal Revenue Code of 1986, as amended. e) “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 that is or becomes available to the general public and did not become so available through any breach of this Agreement by Executive or Executive’s breach of a duty owed to the Company. f) “Covered Executive” shall have the meaning provided in Code Section 162(m)(3) and related guidance. g) “Disability” or “Disabled” means, as determined in the sole discretion of the Company, that Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than one (1) year.
11 h) “Good Reason” means Executive's termination of employment within ninety (90) days following the expiration of any cure period (discussed below) following the occurrence, without Executive's consent, of one or more of the following: i. A material reduction in Executive's base compensation (except where there is a reduction applicable to all similarly situated executive officers generally); provided, that a reduction of less than ten percent (10%) will not be considered a material reduction in base compensation; ii. A material diminution in the Executive’s authority, duties or responsibilities; or iii. A material breach by the Company of a material provision of this Agreement. Executive will not resign for Good Reason without first providing the Company with written notice within sixty (60) days of the event that Executive believes constitutes “Good Reason” specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date of such notice during which such condition must not have been cured. i) “Restricted Period” shall mean the twenty-four (24) month period following Executive’s termination of employment with the any Affiliated Company (whether pursuant to this Agreement or otherwise) for any reason. j) “Section 409A” means Code Section 409A, and the final regulations and any guidance promulgated thereunder or any state law equivalent. k) “Solicit” shall mean any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, persuading, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action; provided, however, that the term “Solicit” shall not include general advertisements by an entity with which Executive is associated or other communications in any media not targeted specifically at any specific individual described in Section 5(b) or 5(c). 10. Successors. a) Company Successors. Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets will assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” will include any successor to the Company's business and/or assets which executes and delivers the assumption agreement described in this Section 10(a) or which becomes bound by the terms of this Agreement by operation of law. b) Executive's Successors. The terms of this Agreement and all rights of Executive hereunder will inure to the benefit of, and be enforceable by, Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. 11. Arbitration. a) Arbitration. Subject to the right of the Company and the Affiliated Companies to exercise the remedies described in Section 5 of this Agreement or the right of Executive to challenge, defend or contest same in any court having jurisdiction, the Parties agree that any and all controversies, claims, or disputes between Executive and the Company or any employee, officer, director,
12 shareholder or benefit plan of the Company in their capacity as such or otherwise arising out of, relating to, or resulting from Executive's employment with the Company or termination thereof, including any breach of this Agreement, will be subject to binding arbitration under the then applicable Commercial Arbitration Rules of the American Arbitration Association. Claims subject to arbitration include but are not limited to claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Sarbanes Oxley Act, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, the Ohio Employment Practices Law, the Ohio Whistleblower Protection Law, the Ohio Equal Pay Law, and the Ohio State Wage Payment and Work Hour Laws, claims for breach of contract (express or implied), claims for violation of public policy or wrongful termination, and any other statutory or common law claim. b) Procedure. In any such arbitration, the arbitrators shall consist of a panel of three arbitrators, which shall act by majority vote and which shall consist of one arbitrator selected by each party subject to the arbitration and a third arbitrator selected by the two arbitrators so selected, who shall be either a certified public accountant or an attorney at law licensed to practice in the State of Ohio and who shall act as chairman of the arbitration panel; provided that, if one party selects its arbitrator for the panel and the other party fails to so select its arbitrator within ten (10) business days after being requested by the first party to do so, then the sole arbitrator shall be the arbitrator selected by the first party. A decision in any such arbitration shall apply both to the particular question submitted and to all similar questions arising thereafter and shall be binding and conclusive upon both parties and shall be enforceable in any court having jurisdiction over the party to be charged. Each party shall bear the cost of its own attorney’s fees. However, if any party prevails on a claim, which, according to applicable law, affords the prevailing party attorney’s fees, the arbitrator may award reasonable attorney’s fees to the prevailing party. All other costs and expenses of arbitration shall be borne by the Company. All rights and remedies of each party under this Agreement are cumulative and in addition to all other rights and remedies that may be available to that party from time to time, whether under any other agreement, at law or in equity. Any arbitration under this Agreement shall be conducted in Cincinnati, Ohio. c) Remedy. Except as otherwise provided by law or this Agreement, arbitration shall be the sole, exclusive, and final remedy for any dispute between Executive and the Company. Accordingly, except as otherwise provided by law or this Agreement, Executive and the Company hereby waive the right to seek remedies for any such disputes in court, including the right to a jury trial. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator will not order or require the Company to adopt a policy not otherwise required by law which the Company has not adopted. d) Administrative Relief. Executive is not prohibited from pursuing an administrative claim with a local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, including, but not limited to, the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Workers' Compensation Board. However, Executive may not pursue court action regarding any such claim, except as permitted by law. 12. Voluntary Nature of Agreement. Executive acknowledges and agrees that Executive is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Executive further acknowledges and agrees that Executive has carefully read this Agreement and that Executive has asked any questions needed for Executive to understand the terms, consequences and binding effect of this Agreement and fully understands it, including that EXECUTIVE IS WAIVING EXECUTIVE’S RIGHT TO A JURY TRIAL. Finally, Executive Agrees that Executive has been provided an opportunity to seek the advice of an attorney of the Executive’s choice before signing this Agreement.
13 13. Notice. a) General. Notices and all other communications contemplated by this Agreement will be in writing and will be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of Executive, mailed notices will be addressed to him or her at the home address which he or she most recently communicated to the Company in writing. In the case of the Company, mailed notices will be addressed to its corporate headquarters, and all notices will be directed to the attention of its General Counsel. b) Notice of Termination. Any termination by the Company for Cause or by Executive for Good Reason will be communicated by a notice of termination to the other party hereto given in accordance with Section 13(a) of this Agreement. Such notice will indicate the specific termination provision in this Agreement relied upon, will set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and will specify the termination date (which will be not more than thirty (30) days after the giving of such notice), subject to any applicable cure period. The failure by Executive or the Company to include in the notice any fact or circumstance which contributes to a showing of Good Reason or Cause, as applicable, will not waive any right of Executive or the Company, as applicable, hereunder or preclude Executive or the Company, as applicable, from asserting such fact or circumstance in enforcing his or her or its rights hereunder, as applicable. 14. Miscellaneous Provisions. a) No Duty to Mitigate. Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any such payment be reduced by any earnings that Executive may receive from any other source. b) Waiver. No provision of this Agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time. c) Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement. d) Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior or contemporaneous representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof. Executive acknowledges and agrees that this Agreement encompasses all the rights of Executive to any severance payments and/or benefits based on the termination of Executive's employment and Executive hereby agrees that he or she has no such rights except as stated herein. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto and which specifically mention this Agreement. e) Choice of Law. The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of Ohio without giving effect to provisions governing the choice of law. f) Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision hereof, which will remain in full force and effect.
14 g) Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable income, employment and other taxes, as determined in the Company's reasonable judgment. h) Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. i) Compliance with Applicable Law. The benefits paid and provided under this Agreement are subject to and conditioned upon compliance with applicable requirements of federal, state and local law and regulation, whether currently in effect or subsequently enacted, including without limitation, 12 U.S.C. Section 1828(k) and the regulations promulgated thereunder in 12 C.F.R. Part 359. Consistent with the foregoing, the Company shall have the right to defer, cancel or recoup any payment or refuse to provide any benefit under this Agreement in the event the Company determines in good faith, acting in its sole discretion, that making such payment or providing such benefit violates any applicable law or regulation. Further, benefits paid and provided under this Agreement may be subject to any claw back policy generally applicable to the executives of the Company as may be required by applicable law or as may be established by the Company in its sole discretion. To the extent determined necessary to comply with the Guidance on Sound Incentive Compensation Policies issued by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Company and the Office of Thrift Supervision on June 21, 2010, as it may be implemented, modified and interpreted from time to time, the Executive and the Company mutually agree to amend the provisions of this Agreement and to cooperate in good faith with respect thereto. IN WITNESS THEREOF, Executive has hereunto set his hand, and the Company has caused these presents to be executed in its name and on its behalf, all as of the day and year first above written. EXECUTIVE FIRST FINANCIAL BANK By: ____________________ By: ____________________ Name: ____________________ Name: Archie Brown Title: ____________________ Title: Chief Executive Officer Date ____________________ Date ____________________
1 AMENDED AND RESTATED SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Amended and Restated Severance and Change in Control Agreement (the "Agreement") is made and entered into by and between __________________ ("Executive") and First Financial Bank (the "Company"), effective as of the latest date set forth by the signatures of the parties hereto below (the "Effective Date"). RECITALS 1. The Board of Directors of the Company (the "Board") recognizes that it is possible that the Company could terminate Executive's employment with the Company and from time to time the Company may consider the possibility of an acquisition by another company or other change in control transaction. The Board also recognizes that such considerations can be a distraction to Executive and can cause Executive to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of such a termination of employment or the occurrence of a Change in Control (as defined herein) of the Company. 2. The Board believes that it is in the best interests of the Company and its shareholders to provide Executive with an incentive to continue his or her employment with the Company and to motivate Executive to maximize the value of the Company for the benefit of its shareholders. 3. The Board believes that it is imperative to provide Executive with certain severance benefits upon Executive's termination of employment and with certain additional benefits following a Change in Control. These benefits will provide Executive with enhanced financial security and incentive and encouragement to remain with the Company notwithstanding the possibility of a Change in Control. 4. The Company and Executive wish to terminate any and all rights and obligations the Company and/or Executive had under any prior severance or change in control agreement in exchange for this Agreement. 5. Certain capitalized terms used in the Agreement, and not otherwise defined, are defined in Section 9 below. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Company and Executive (each, the “Party,” and together, the “Parties”) hereto agree as follows: 1. Term of Agreement. The Initial Term of this Agreement will begin on the Effective Date and continue for twelve (12) months (the “Initial Term”), unless sooner amended or terminated pursuant to Section 3 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 non-renewed by either the Company or Executive upon not less than ninety (90) days’ prior written notice given by either party prior to the end of the Initial Term or any Renewal Term, as applicable (it being understood that non- renewal of this Agreement shall not result in a termination of employment unless the party providing such notice of non-renewal also specifies in such notice that Executive’s employment shall terminate at the expiration of the then-current term pursuant to Section 3 of this Agreement). The Initial Term and all Renewal Terms, if any, shall constitute the “Term.” Notwithstanding the foregoing, in the event of the consummation of a “Change in Control” of the Company (as defined below), the Term shall be the two-year period following the consummation of such Change in Control, without the possibility of non-renewal. For purposes of this Agreement, a “Change in Control” has the meaning EXHIBIT 10.4
2 given such term in the Company’s 2026 Stock Plan, or any stock plan intended to succeed the 2026 Stock Plan, as in effect on the Effective Date. 2. At-Will Employment. The Company and Executive acknowledge that Executive's employment is and will continue to be at-will, as defined under applicable law. If Executive's employment terminates for any reason, including (without limitation) any termination of employment not set forth in Section 3, Executive will not be entitled to any payments, benefits, damages, awards or compensation other than the payment of accrued but unpaid wages, as required by law, and any unreimbursed reimbursable expenses or pursuant to written agreements with the Company, including equity award agreements. 3. Severance Benefits. a) Termination Without Cause and not in Connection with a Change in Control. If the Company terminates Executive's employment with the Company for a reason other than Cause, Executive becoming Disabled or Executive's death at any time (other than in connection with a Change in Control under Section 3(b) of the Agreement), then, subject to Section 4, Executive will receive the following payments and benefits (the “Severance Benefits”) at the times specified below (subject to Sections 7 and 8 of this Agreement): i. Severance Payments. Executive will receive severance in an amount equal to twenty-four (24) months of Executive's base salary as in effect immediately prior to the date of Executive's termination of employment, less all required tax withholdings and other applicable deductions, payable in equal installments over twenty-four (24) months in accordance with Section 3(g). Notwithstanding the foregoing, the Company in its sole and absolute discretion may accelerate any installment payment or portion thereof to be paid on any date prior to the date the installment payment would otherwise be paid, subject to the limitations of Section 7. ii. Termination Short-Term Bonus Payment. Executive shall be entitled to an annual bonus for the year of termination determined in accordance with the following: A. In the event Executive is a Covered Executive for the year of his or her termination of employment or, as determined in the sole discretion of the Company, would have been a Covered Executive for such year if he or she had continued employment until the end of the year, then Executive shall receive a lump sum severance payment equal to the greater of two (2) times the Executive’s target annual short-term incentive plan bonus or two (2) times the average of the three most recent actual annual bonus awards paid (or payable) to Executive by the Company (or, the average actual annual bonus payouts for such lesser number of completed performance years for which Executive was eligible to receive an annual bonus). B. For any year in which the preceding paragraph A. does not apply, in lieu of the amount otherwise payable to Executive under paragraph A, Executive shall receive a payment equal to two (2) times Executive's target annual short-term incentive plan bonus as in effect for the fiscal year in which Executive's termination occurs (or the target annual short-term incentive plan bonus that is in effect for the previous year if the target bonus for the current year is not ratified/approved by the compensation committee of the Board of Directors as of Executive’s termination of employment). C. Such amount shall be paid following Executive’s termination of employment, but in no event later than March 15th of the year following the year of Executive’s termination of employment. iii. Continued Executive Benefits. If the Company’s severance plan of general applicability as in effect on Executive’s date of termination provides for continued payment by the Company of
3 all or a portion of the cost of the premiums for continuation coverage under the Company’s health care plan pursuant to Section 4980B of the Code (“COBRA Coverage”) and if the Executive timely and properly elects such COBRA Coverage, the Company shall pay on the Executive’s behalf the difference between the monthly COBRA Coverage premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active employees for the same coverage. Such reimbursement shall be paid directly to the COBRA Coverage administrator (if any) and shall be treated as a taxable benefit to the Executive. The Executive shall be eligible to receive such reimbursement until the earliest of: (a) the eighteen-month anniversary of the Executive’s termination of employment; (b) the date the Executive is no longer eligible to receive COBRA Coverage; or (c) the date on which the Executive otherwise becomes eligible to receive substantially similar coverage from another employer. The Company reserves the right to modify or terminate the COBRA Coverage benefit provided hereunder to the extent necessary to comply with applicable law. iv. During the one-year period following the date of termination, Executive shall be entitled to full executive outplacement assistance with an agency selected by the Company with the fee paid by the Company in an amount not to exceed five percent (5%) of Executive’s base salary (“Outplacement Assistance”). v. Except as expressly provided in this Section 3(a) and in Section 3(e) below, Executive shall have no right to receive any compensation or other benefits under this Agreement as a result of or in connection with the Company’s termination of Executive’s employment with the Company for a reason other than Cause, Executive becoming Disabled or Executive’s death at any time (other than in connection with a Change in Control which is exclusively governed by Section 3(b) of the Agreement). Under no circumstances will Executive be entitled to benefits under both Section 3(a) and Section 3(b) of this Agreement. b) Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control. If, immediately prior to a Change in Control (as determined in the sole discretion of the Company) or during the two year period that commences upon a Change in Control, (x) the Company terminates Executive's employment with the Company for a reason other than Cause, Executive becoming Disabled or Executive's death, or (y) Executive resigns from such employment for Good Reason, then, subject to Section 4, Executive will receive the following severance benefits from the Company in lieu of the benefits described in Section 3(a) above: i. Severance Payments. Executive will receive severance in an amount equal to twenty-four (24) months of Executive's base salary as in effect immediately prior to the date of Executive's termination of employment, less all required tax withholdings and other applicable deductions, payable in equal installments over twenty four (24) months in accordance with Section 3(g). Notwithstanding the foregoing, the Company or its successor in its sole and absolute discretion may accelerate any installment payment or portion thereof to be paid on any date prior to the date the installment payment would otherwise be paid, subject to the limitations of Section 7. ii. Short-Term Bonus Payment. Executive will receive a lump sum severance payment equal to the greater of (x) two (2) times Executive's full target annual short-term incentive plan bonus as in effect for the fiscal year in which Executive's termination occurs (or, if greater, as in effect for the fiscal year in which the Change in Control occurs) or (y) two (2) times the average of the three most recent actual annual short-term incentive bonus awards paid (or payable) to Executive by the Company (or, the average actual annual short-term incentive bonus payouts for such lesser number of completed performance years for which Executive was eligible to receive a short term incentive bonus), less all required tax withholdings and other applicable deductions. Such amount shall be paid following Executive’s termination of
4 employment, but in no event later than March 15th of the year following the year of Executive’s termination of employment. iii. With respect to any outstanding long-term incentive stock awards that are subject to performance goals, all incomplete performance periods shall end on the effective date of the Change in Control and all awards shall be paid in full based upon the actual performance results as calculated by the Compensation Committee of the Board or, if such actual performance results cannot be calculated, all awards shall be paid in full at target. iv. Continued Executive Benefits. COBRA Coverage as described in Section 3(a)(iii) of this Agreement. v. Outplacement Assistance as described in Section 3(a)(iv) of this Agreement. vi. Except as expressly provided in this Section 3(b) and in Section (e) below, Executive shall have no right to receive any compensation or other benefits under this Agreement as a result of or in connection with the Company’s termination of Executive’s employment with the Company for a reason other than Cause, Executive becoming Disabled or Executive’s death or Executive resigns from such employment for Good Reason where such separation of employment occurs immediately prior to a Change in Control (as determined in the sole discretion of the Company) or during the two-year period that commenced upon a Change in Control. Under no circumstances will Executive be entitled to benefits under both Section 3(a) and Section 3(b) of this Agreement. c) Termination Due to Executive’s Death or Disability, Termination by the Company for Cause or Voluntary Termination by Executive. If, during the Term, Executive’s employment is terminated: (1) by reason of Executive’s death or Disability, (2) by the Company for Cause; or (3) voluntarily by Executive, the Company’s obligations to Executive shall be limited to the payment of the Accrued Obligations, as defined below, and the timely payment or provision of the Other Benefits, as defined below. The Accrued Obligations shall be paid to Executive or his estate or beneficiary in the event of his death, as applicable, in a lump sum in cash within thirty (30) days of the date of termination. d) Full Settlement. Except as expressly provided in this Section3, Executive shall have no right to receive any compensation or other benefits under this Agreement as a result of or in connection with the termination of this Agreement or the termination of his employment with the Company. If the Company has other severance programs or plans in place during the Term, Executive shall not be eligible for benefits under any such programs or plans. e) Cessation of Payments and Benefits. Notwithstanding any other provision of this Agreement to the contrary, the obligation of the Company to pay or provide the Severance Benefits and the benefits under Sections 3(a) and 3(b) shall automatically and immediately terminate upon a breach by Executive of this Agreement, including without limitation a breach of Executive’s obligations under Section 5, other than an immaterial and inadvertent breach that is discontinued and/or remedied (to the extent subject to cure) by Executive promptly to the Company’s satisfaction. f) Accrued Obligations and Other Benefits. Upon Executive’s separation of employment for any reason, the Company shall pay: (1) Executive’s accrued and unpaid Base Salary through the date of termination, to the extent not theretofore paid (the “Accrued Obligations”), which payments shall not be subject to the Release and shall be paid within thirty (30) days of the date of termination; and (2) any other benefits (other than benefits under any severance or termination pay plan of the Company or the Affiliated Companies) that are otherwise required to be provided to Executive or to which Executive is otherwise eligible to receive through the date of termination
5 under the terms of the applicable Company plan shall be provided to Executive consistent with the terms of the applicable Company plan (the “Other Benefits”). Such payment of the Other Benefits shall not be subject to the Executive’s execution of the Release unless otherwise called for in the applicable governing Company plan. g) Timing of Payments. Subject to any specific timing provisions in Section 3(a), 3(b), or 7 as applicable, payment of severance under this Section 3 shall be made or commence to be made as soon as practicable following Executive's termination of employment in equal biweekly installments in accordance with the Company’s general policies and procedures for the payment of salaries to its executive officers. 4. Conditions to Receipt of Severance. Executive agrees that in order to receive the benefits provided in Section 3(a) or Section 3(b) (as applicable, the “Severance Benefits”): a) Executive must execute and not thereafter revoke his signature to a general release in a form provided by and acceptable to the Company (the “Release”) by the deadline set by the Company for the return of the Release. If the termination of employment occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which Executive's termination of employment occurs, then any severance payments or benefits under this Agreement that are not exempt from Section 409A will be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or such later time as required by (i) the payment schedule applicable to each payment or benefit as set forth in Section 3, (ii) the date the Release becomes effective, or (iii) Section 7; provided that the first payment shall include all amounts that would have been paid to Executive if payment had commenced on the date of Executive's termination of employment. b) The Executive shall comply with requirements of Section 5 both during and after his or her employment. 5. Non-Competition, Non-Solicitation, Confidential Information. a. Non-competition. During the term of Executive’s employment and during the first six-months of the Restricted Period (as defined below), other than following a termination by the Company for Cause (as defined below) in which case this Section 5(a) shall be inapplicable, Executive shall not directly or indirectly, whether individually or as a shareholder or other owner, partner, member, director, officer, employee, independent contractor, creditor or agent of any person (other than for the Company), 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 of the United States in which any of the Affiliated Companies operate banking offices at any time during the term of Executive’s employment with any Affiliated Companies (the “Restricted Territory”). Notwithstanding the foregoing, ownership, for personal investment purposes only, of 1% or less of the outstanding capital stock of a publicly traded corporation shall not constitute a violation hereof. b. Non-solicitation of Clients. During the Executive’s employment with any Affiliated Company (as defined below) and during the Restricted Period, Executive shall not, directly or indirectly, whether individually or as a shareholder or other owner, partner, member, director, officer, employee, independent contractor, creditor or agent of any person (other than for the any Affiliated Company): i. Solicit (as defined below) any person or entity located in the Restricted Territory for the provision of any Restricted Services;
6 ii. Solicit or attempt in any manner to persuade any client or customer of any Affiliated Companies to cease to do business, to refrain from doing business or to reduce the amount of business which any client or customer has customarily done or contemplates doing with any of the Affiliated Companies; or iii. Interfere with or damage (or attempt to interfere with or damage) any relationship between any Affiliated Company and any client or customer. c. Non-solicitation of Employees; No Hire. During the Executive’s employment with any Affiliated Company and during the Restricted Period, Executive shall not, directly or indirectly, whether individually or as a shareholder or other owner, partner, member, director, officer, employee, independent contractor, creditor or agent of any person (other than for any Affiliated Company): i. Solicit any employee, officer, director, agent or independent contractor of any Affiliated Company to terminate his or her relationship with, or otherwise refrain from rendering services to, 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 or independent contractors; or ii. Employ or engage any person who, at any time within the two-year period immediately preceding such employment or engagement, was an employee, officer or director of any Affiliated Company. d. Non-disclosure of Confidential Information. i. During Executive’s employment with Company or any Affiliated Company and after the termination of such employment for any reason, Executive shall not, without the prior written consent of the Chief Legal Officer of Company (or such person’s designee) or as may be otherwise required by law or legal process, communicate or divulge any Confidential Information (as defined below) to any person or entity other than Company or an Affiliated Company, their employees, and those designated by Company or an Affiliated Company, or use any Confidential Information except for the benefit of Company or an Affiliated Company. Upon service to Executive of any subpoena, court order or other legal process requiring Executive to disclose Confidential Information, Executive shall immediately provide written notice to Company of such service and the content of any Confidential Information to be disclosed. ii. Immediately upon the termination of Executive’s employment with Company or an Affiliated Company for any reason, Executive shall return to Company or the applicable Affiliated Company all Confidential Information in Executive’s possession, including but not limited to any and all copies, reproductions, notes, or extracts of Confidential Information in paper or electronic form. e. Non-disparagement. Executive shall not, directly or indirectly, at any time (whether during Executive’s employment or thereafter), make any public statement (oral or written), or take any other action, that is disparaging to any Affiliated Company. The provisions of this Section 5(e) shall not preclude Executive from making truthful statements to correct any false statements made by any Affiliated Company or any person acting on behalf thereof about Executive or prohibit Executive from reporting possible violations of federal law or regulations, including any possible securities laws violations, to any governmental agency or entity, including but not limited to the U.S. Department of Justice or the U.S. Securities and Exchange Commission, or from participating in any investigation by such governmental agency or entity.
7 f. Enforcement; Remedies; Blue Pencil. Executive acknowledges that: (1) the various covenants, restrictions, and obligations set forth in this Section 5 are separate and independent obligations, and may be enforced separately or in any combination; (2) the provisions of this Section 5 are fundamental and essential for the protection of the Company’s and the Affiliated Companies’ legitimate business and proprietary interests, and the Affiliated Companies (other than the Company) are intended third-party beneficiaries of such provisions; (3) such provisions are reasonable and appropriate in all respects and impose no undue hardship on Executive; and (4) in the event of any violation by Executive of any of such provisions, the Company and, if applicable, the Affiliated Companies, will suffer irreparable harm and their remedies at law may be inadequate. In the event of any violation or attempted violation of any provision of this Section 5 by Executive, the Company and the Affiliated Companies, or any of them, as the case may be, shall be entitled to a temporary restraining order, temporary and permanent injunctions, specific performance, and other equitable relief, without any showing of irreparable harm or damage or the posting of any bond, in addition to any other rights or remedies that may then be available to them, including, without limitation, money damages and the cessation of the payments contemplated under Section 3. If any of the covenants set forth in this Section 5 is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and the remaining such covenants shall not be affected thereby. 7. Section 409A of the Code. a. General. It is intended that this Agreement shall comply with the provisions of Section 409A of the Code and the Treasury regulations relating thereto, or an exemption to Section 409A of the Code, and it shall be considered and interpreted in accordance with such intent. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the Section 409A of the Code deferral election rules and the exclusion under Section 409A of the Code for certain short-term deferral amounts. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code. Despite any contrary provision of this Agreement, any references to “termination of employment” or the “date of termination” (or any similar term) shall mean and refer to the date of Executive’s “separation from service,” as that term is defined in Section 409A of the Code and Treasury Regulation Section 1.409A-1(h). In no event may Executive directly or indirectly designate the calendar year of any payment under this Agreement. b. Delay of Payments. Notwithstanding any other provision of this Agreement to the contrary, if Executive is considered a “specified employee” for purposes of Section 409A (as determined in accordance with the methodology established by the Company as in effect on the date of termination), any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to Executive under this Agreement during the six-month period following his separation from service (as determined in accordance with Section 409A of the Code) on account of his separation from service shall be accumulated and paid to Executive on the first business day of the seventh month following his separation from service (the “Delayed Payment Date”). If Executive dies during the Section 409A postponement period, the amounts and entitlements delayed on account of Section 409A shall be paid to the personal representative (with interest as provided above) of his estate on the first to occur of the Delayed Payment Date or thirty (30) days after the date of Executive’s death. c. In-Kind Benefits and Reimbursements. Notwithstanding any other provision of this Agreement to the contrary, all (1) reimbursements and (2) in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code,
8 including, where applicable, the requirement that (a) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement); (b) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (c) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (d) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. 8. Limitation on Payments Under Certain Circumstances. a. Anything in this Agreement to the contrary notwithstanding, in the event the Accounting Firm (as defined below) shall determine that receipt of all Severance Benefits would subject Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Severance Benefits paid or payable pursuant to this Agreement (the “Agreement Payments”) so that the Parachute Value of all Severance Benefits, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Severance Benefits if the Agreement Payments were so reduced. If the Accounting Firm determines that Executive would not have a greater Net After-Tax Receipt of aggregate Severance Benefits if the Agreement Payments were so reduced, Executive shall receive all Agreement Payments to which Executive is entitled hereunder. b. If the Accounting Firm determines that the aggregate Agreement Payments should be reduced so that the Parachute Value of all Severance Benefits, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 8 shall be binding upon the Company and Executive and shall be made as soon as reasonably practicable and in no event later than thirty (30) days following the date of termination. For purposes of reducing the Agreement Payments so that the Parachute Value of all Severance Benefits, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Agreement (and no other payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the payments and benefits under the following sections in the following order: (1) first, any payments under Section 3(a)(iv); (2) second, any payments under Section 3(a)(iii); (3) third, any payments under Section 3(a)(1); and (4) fourth, any payments under Section 3(a)(ii). All fees and expenses of the Accounting Firm shall be borne solely by the Company. c. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of Executive pursuant to this Agreement that should not have been so paid or distributed (“Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of Executive pursuant to this Agreement could have been so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Safe Harbor Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or Executive that the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, Executive shall promptly (and in no event later than sixty (60) days following the date on which the Overpayment is determined) pay any such Overpayment to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by Executive to the Company if and to the extent such payment would not either reduce the amount on which Executive is subject to tax under Sections 1 and 4999 of the Code or generate a refund of such taxes. If the Accounting Firm, based
9 upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly (and in no event later than sixty (60) days following the date on which the Underpayment is determined) by the Company to or for the benefit of Executive together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. d. To the extent requested by Executive, the Company shall cooperate with Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by Executive (including without limitation Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, including those set forth in Section 5 of this Agreement) before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the regulations under Section 280G of the Code in accordance with Q&A-5(a) of the regulations under Section 280G of the Code. e. Definitions. For purposes of this Section, the following terms shall have the meaning set forth below: “Accounting Firm” shall mean a nationally recognized certified public accounting firm that is selected by the Company for purposes of making the applicable determinations under Section 8 and is reasonably acceptable to Executive, which firm shall not, without Executive’s consent, be a firm serving as accountant or auditor for the individual, entity or group effecting the change in control or ownership. “Net After-Tax Receipt” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Accounting Firm determined to be likely to apply to Executive in the relevant tax year(s). “Parachute Value” of a Payment means the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code will apply to such Payment. “Payment” means any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of Executive, whether paid or payable pursuant to this Agreement or otherwise. “Safe Harbor Amount” means (1) 3.0 times Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Code, minus (2) $1.00. 9. Defined Terms. For purposes of this Agreement, the following terms shall have the meaning set forth below: a) “Affiliated Companies” shall mean the Company, all of its direct or indirect subsidiaries, and any other entities controlled by, controlling, or under common control with the Company, including any successors thereof, except that, following the consummation of a Change in Control, for purposes
10 of Sections 5(a) and 5(b), Affiliated Companies shall be limited to the Company and its subsidiaries as of immediately prior to the consummation of such Change in Control. b) “Cause” shall mean, as determined in the sole discretion of the Company, any one or more of the following: i. an indictment of Executive, or plea of guilty or plea of nolo contendere by Executive, to a charge of an act constituting a felony under the federal laws of the United States, the laws of any state, or any other applicable law, (II) fraud, embezzlement, or misappropriation of assets, (III) willful misfeasance or dishonesty, or (IV) other actions or criminal conduct which materially and adversely affects the business (including business reputation) or financial condition of the Company; ii. the continued failure of Executive to (I) perform substantially Executive’s duties with the Company (other than any such failures resulting from incapacity due to physical or mental illness), (II) observe all material obligations and conditions to be performed and observed by Executive under this Agreement, or (III) perform his or her duties in accordance, in all material respects, with the policies and directions established from time to time by the Chief Executive Officer, the Board or a duly authorized Board committee (any such failure, a (“Performance Failure”), and to correct such Performance Failure within not more than fifteen (15) days following written notice from the Chief Executive Officer or the Board delivered to Executive, which notice specifically identifies the manner in which the Chief Executive Officer or the Board believes that Executive has not substantially performed; or iii. having corrected (or the Company having waived the correction of) a Performance Failure, the occurrence of any subsequent Performance Failure (whether of the same or different type or nature). c) “Change in Control” has the meaning given such term in the Company’s 2026 Stock Plan (or a successor plan thereto) as in effect on the Effective Date. d) “Code” means the Internal Revenue Code of 1986, as amended. e) “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 that is or becomes available to the general public and did not become so available through any breach of this Agreement by Executive or Executive’s breach of a duty owed to the Company. f) “Covered Executive” shall have the meaning provided in Code Section 162(m)(3) and related guidance. g) “Disability” or “Disabled” means, as determined in the sole discretion of the Company, that Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than one (1) year.
11 h) “Good Reason” means Executive's termination of employment within ninety (90) days following the expiration of any cure period (discussed below) following the occurrence, without Executive's consent, of one or more of the following: i. A material reduction in Executive's base compensation (except where there is a reduction applicable to all similarly situated executive officers generally); provided, that a reduction of less than ten percent (10%) will not be considered a material reduction in base compensation; ii. A material diminution in the Executive’s authority, duties or responsibilities; or iii. A material breach by the Company of a material provision of this Agreement. Executive will not resign for Good Reason without first providing the Company with written notice within sixty (60) days of the event that Executive believes constitutes “Good Reason” specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date of such notice during which such condition must not have been cured. i) “Restricted Period” shall mean the twenty-four (24) month period following Executive’s termination of employment with the any Affiliated Company (whether pursuant to this Agreement or otherwise) for any reason. j) “Section 409A” means Code Section 409A, and the final regulations and any guidance promulgated thereunder or any state law equivalent. k) “Solicit” shall mean any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, persuading, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action; provided, however, that the term “Solicit” shall not include general advertisements by an entity with which Executive is associated or other communications in any media not targeted specifically at any specific individual described in Section 5(b) or 5(c). 10. Successors. a) Company Successors. Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets will assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” will include any successor to the Company's business and/or assets which executes and delivers the assumption agreement described in this Section 10(a) or which becomes bound by the terms of this Agreement by operation of law. b) Executive's Successors. The terms of this Agreement and all rights of Executive hereunder will inure to the benefit of, and be enforceable by, Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. 11. Arbitration. a) Arbitration. Subject to the right of the Company and the Affiliated Companies to exercise the remedies described in Section 5 of this Agreement or the right of Executive to challenge, defend or contest same in any court having jurisdiction, the Parties agree that any and all controversies, claims, or disputes between Executive and the Company or any employee, officer, director,
12 shareholder or benefit plan of the Company in their capacity as such or otherwise arising out of, relating to, or resulting from Executive's employment with the Company or termination thereof, including any breach of this Agreement, will be subject to binding arbitration under the then applicable Commercial Arbitration Rules of the American Arbitration Association. Claims subject to arbitration include but are not limited to claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Sarbanes Oxley Act, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, the Ohio Employment Practices Law, the Ohio Whistleblower Protection Law, the Ohio Equal Pay Law, and the Ohio State Wage Payment and Work Hour Laws, claims for breach of contract (express or implied), claims for violation of public policy or wrongful termination, and any other statutory or common law claim. b) Procedure. In any such arbitration, the arbitrators shall consist of a panel of three arbitrators, which shall act by majority vote and which shall consist of one arbitrator selected by each party subject to the arbitration and a third arbitrator selected by the two arbitrators so selected, who shall be either a certified public accountant or an attorney at law licensed to practice in the State of Ohio and who shall act as chairman of the arbitration panel; provided that, if one party selects its arbitrator for the panel and the other party fails to so select its arbitrator within ten (10) business days after being requested by the first party to do so, then the sole arbitrator shall be the arbitrator selected by the first party. A decision in any such arbitration shall apply both to the particular question submitted and to all similar questions arising thereafter and shall be binding and conclusive upon both parties and shall be enforceable in any court having jurisdiction over the party to be charged. Each party shall bear the cost of its own attorney’s fees. However, if any party prevails on a claim, which, according to applicable law, affords the prevailing party attorney’s fees, the arbitrator may award reasonable attorney’s fees to the prevailing party. All other costs and expenses of arbitration shall be borne by the Company. All rights and remedies of each party under this Agreement are cumulative and in addition to all other rights and remedies that may be available to that party from time to time, whether under any other agreement, at law or in equity. Any arbitration under this Agreement shall be conducted in Cincinnati, Ohio. c) Remedy. Except as otherwise provided by law or this Agreement, arbitration shall be the sole, exclusive, and final remedy for any dispute between Executive and the Company. Accordingly, except as otherwise provided by law or this Agreement, Executive and the Company hereby waive the right to seek remedies for any such disputes in court, including the right to a jury trial. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator will not order or require the Company to adopt a policy not otherwise required by law which the Company has not adopted. d) Administrative Relief. Executive is not prohibited from pursuing an administrative claim with a local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, including, but not limited to, the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Workers' Compensation Board. However, Executive may not pursue court action regarding any such claim, except as permitted by law. 12. Voluntary Nature of Agreement. Executive acknowledges and agrees that Executive is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Executive further acknowledges and agrees that Executive has carefully read this Agreement and that Executive has asked any questions needed for Executive to understand the terms, consequences and binding effect of this Agreement and fully understands it, including that EXECUTIVE IS WAIVING EXECUTIVE’S RIGHT TO A JURY TRIAL. Finally, Executive Agrees that Executive has been provided an opportunity to seek the advice of an attorney of the Executive’s choice before signing this Agreement.
13 13. Notice. a) General. Notices and all other communications contemplated by this Agreement will be in writing and will be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of Executive, mailed notices will be addressed to him or her at the home address which he or she most recently communicated to the Company in writing. In the case of the Company, mailed notices will be addressed to its corporate headquarters, and all notices will be directed to the attention of its General Counsel. b) Notice of Termination. Any termination by the Company for Cause or by Executive for Good Reason will be communicated by a notice of termination to the other party hereto given in accordance with Section 13(a) of this Agreement. Such notice will indicate the specific termination provision in this Agreement relied upon, will set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and will specify the termination date (which will be not more than thirty (30) days after the giving of such notice), subject to any applicable cure period. The failure by Executive or the Company to include in the notice any fact or circumstance which contributes to a showing of Good Reason or Cause, as applicable, will not waive any right of Executive or the Company, as applicable, hereunder or preclude Executive or the Company, as applicable, from asserting such fact or circumstance in enforcing his or her or its rights hereunder, as applicable. 14. Miscellaneous Provisions. a) No Duty to Mitigate. Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any such payment be reduced by any earnings that Executive may receive from any other source. b) Waiver. No provision of this Agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time. c) Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement. d) Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior or contemporaneous representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof. Executive acknowledges and agrees that this Agreement encompasses all the rights of Executive to any severance payments and/or benefits based on the termination of Executive's employment and Executive hereby agrees that he or she has no such rights except as stated herein. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto and which specifically mention this Agreement. e) Choice of Law. The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of Ohio without giving effect to provisions governing the choice of law. f) Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision hereof, which will remain in full force and effect.
14 g) Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable income, employment and other taxes, as determined in the Company's reasonable judgment. h) Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. i) Compliance with Applicable Law. The benefits paid and provided under this Agreement are subject to and conditioned upon compliance with applicable requirements of federal, state and local law and regulation, whether currently in effect or subsequently enacted, including without limitation, 12 U.S.C. Section 1828(k) and the regulations promulgated thereunder in 12 C.F.R. Part 359. Consistent with the foregoing, the Company shall have the right to defer, cancel or recoup any payment or refuse to provide any benefit under this Agreement in the event the Company determines in good faith, acting in its sole discretion, that making such payment or providing such benefit violates any applicable law or regulation. Further, benefits paid and provided under this Agreement may be subject to any claw back policy generally applicable to the executives of the Company as may be required by applicable law or as may be established by the Company in its sole discretion. To the extent determined necessary to comply with the Guidance on Sound Incentive Compensation Policies issued by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Company and the Office of Thrift Supervision on June 21, 2010, as it may be implemented, modified and interpreted from time to time, the Executive and the Company mutually agree to amend the provisions of this Agreement and to cooperate in good faith with respect thereto. IN WITNESS THEREOF, Executive has hereunto set his hand, and the Company has caused these presents to be executed in its name and on its behalf, all as of the day and year first above written. EXECUTIVE FIRST FINANCIAL BANK By: ____________________ By: ____________________ Name: ____________________ Name: Archie Brown Title: ____________________ Title: Chief Executive Officer Date ____________________ Date ____________________
FOR IMMEDIATE RELEASE First Financial Bank Announces Leadership Promotions Designed to Strengthen its Future Cincinnati, OH – September 15, 2026 – First Financial Bancorp. (Nasdaq: FFBC) is announcing several important leadership promotions and expanded executive responsibilities within the Company. The organizational changes, which are effective immediately, are designed to create opportunities for rising top talent, place future leaders into positions to learn and grow while senior leaders are in place, and support thoughtful succession planning across the organization. “Today’s announcement reflects the strength of our leadership team and our commitment to preparing First Financial for the future,” said Archie Brown, chief executive officer. “We have exceptional leaders stepping into expanded roles, and these changes position us to continue growing while delivering an outstanding experience for our clients and associates. We have prioritized succession planning during the past several years and are taking these organizational steps in order to ensure that First Financial continues to grow and succeed.” Archie Brown, who has served as president and chief executive officer of the Company since its merger with MainSource Financial Group in 2018, will continue as chief executive officer of First Financial Bancorp. and First Financial Bank, focused on strategy and execution. Jamie Anderson has been promoted to president of the Company and the Bank. Jamie has more than 26 years of banking experience, most recently serving as chief financial officer and chief operating officer of the Company. In addition to his role as president, he will retain the title of chief financial officer. Jamie previously served as chief financial officer of MainSource Financial Group. In his role as president, Jamie will focus on the operational management and financial performance of the bank, providing guidance and direction to the executive leadership team, implementing strategy, and reporting results to the board of directors. “Jamie has been an integral part of First Financial’s growth and success,” Brown continued. “He has provided critical financial counsel as the bank expanded our services and geographic reach through the recent acquisitions of several banks and specialty lending businesses. Jamie’s expertise and guidance have driven record financial results for the bank, and his leadership will enable us to continue delivering positive outcomes for our clients, associates, communities, and shareholders.” Mandy Neeley has been promoted to chief banking officer and will lead the core bank’s revenue- producing businesses, including commercial, wealth, consumer and mortgage. Mandy began her career more than 25 years ago as a part-time teller while attending college, after which she joined the Bank as a marketing coordinator. Most recently, Mandy has held the role of chief consumer banking and strategy officer, with responsibility over marketing, strategy, and the bank’s retail and consumer lines of business. Matt Reckman, chief commercial banking officer, is expanding his responsibilities to include leadership of commercial credit, corporate banking, investment real estate, and Bannockburn Capital Markets. Matt has more than 25 years of commercial banking experience. He has been with the bank since 2015 and has held key leadership positions including business capital relationship manager, managing director of middle market banking, and Cincinnati commercial market president. Karen Woods, general counsel and chief administration officer, is expanding her role to include responsibility for credit administration and audit. Karen has served as the general counsel since joining the Company in 2018, and as the chief administration officer since 2022. She previously served as the general counsel and chief risk officer for MainSource Financial Group. Karen will work with credit administration as the Bank shifts more responsibility for credit underwriting and decision-making into the lines of business, with credit administration focusing on monitoring the Bank’s overall asset quality. EXHIBIT 99.1
(Note: Pictures of Jamie Anderson, Mandy Neeley, Matt Reckman and Karen Woods are available in Dropbox.) About First Financial Bancorp. First Financial Bancorp. is a Cincinnati, Ohio based bank holding company. As of June 30, 2026, the Company had $22.4 billion in assets, $13.7 billion in loans, $17.6 billion in deposits and $3.0 billion in shareholders’ equity. The Company’s subsidiary, First Financial Bank, founded in 1863, provides banking and financial services products through its six lines of business: Commercial, Retail Banking, Investment Commercial Real Estate, Mortgage Banking, Commercial Finance and Wealth Management. These business units provide traditional banking services to business and retail clients. Wealth Management provides wealth planning, portfolio management, trust and estate, brokerage and retirement plan services and had approximately $4.6 billion in assets under management as of June 30, 2026. The Company operated 151 full service banking centers as of June 30, 2026, located in Ohio, Indiana, Kentucky and Illinois, while the Commercial Finance business lends into targeted industry verticals on a nationwide basis. In 2025, First Financial Bank received its second consecutive Outstanding rating from the Federal Reserve for its performance under the Community Reinvestment Act and was recognized as a Gallup Exceptional Workplace Award winner, one of only 70 Gallup clients worldwide to receive this designation. Additional information about the Company, including its products, services and banking locations, is available at www.bankatfirst.com. ### Media Contacts: Timothy Condron, Corporate Communications Director Email: media@bankatfirst.com Peter Osborne Email: peter.osborne@keypointpr.com