Change in Control



EX-10.1 2 formofemploymentagreement.htm FORM OF EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into this 19th day of March, 2008, by and between Old National Bancorp, an Indiana corporation ("Company"), and [EXECUTIVE] ("Executive"), effective as of January 1, 2008.

Background

A. The Company wishes to continue the Executive's employment as its [TITLE] on the terms and conditions provided herein, and the Executive wishes to continue in such capacity on the terms and conditions provided herein.

B. By the severance and change of control provisions contained herein, the Company wishes to encourage the Executive to devote his full time and attention to the faithful performance of his management responsibilities and to assist the Board of Directors in evaluating business options and pursuing the best interests of the Company and its shareholders without being influenced by the uncertainties of his own employment situation.

C. The Company employs the Executive in a position of trust and confidence, and the Executive has become acquainted with the Company's Business, its officers and employees, its strategic and operating plans, its business practices, processes, and relationships, the needs and expectations of its Customers and Prospective Customers, and its trade secrets and other property, including Confidential Information.

D. The Company and the Executive have previously entered into a Severance Agreement, dated ____________ ("Severance Agreement"), which provides for the payment of termination benefits upon certain terminations of employment in the absence of a Change of Control.

E. The Company and the Executive have previously entered into a Change of Control Agreement, dated _____________ ("Change of Control Agreement"), which provides for the payment of termination benefits upon certain terminations of employment following a Change of Control.

F. The Company and the Executive wish to enter into this Agreement, effective January 1, 2008, and wish for this Agreement to supersede the Severance Agreement and Change of Control Agreement in their entirety.

Agreement

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive and the Company agree as follows:

    1. Defined Terms. Throughout this Agreement, when the first letter of a word (or the first letter of each word in a phrase) is capitalized, the word or phrase shall have the meaning specified in Appendix A.

    2. Term. The initial term of this Agreement shall begin on January 1, 2008, and shall continue through [Expiration of Initial Term]; provided, however, that beginning on January 1, 2009, and on the first day of each year thereafter, the term of this Agreement shall automatically be extended by one year, unless either the Company or the Executive shall have provided notice to the other at least sixty (60) days before such date that the term shall not be extended. Notwithstanding the preceding provisions of this Section, if a Change of Control occurs during the term of this Agreement, such term shall not end before the second anniversary of the Change of Control; provided, however, this sentence shall apply only to the first Change of Control while this Agreement is in effect. If the Executive's Employment Terminates during the Term, the obligations contained in the Restrictive Covenants shall survive the Term.

    3. Position and Duties. At all times during the Term, the Executive shall (i) serve as [TITLE] of the Company and, in such capacities, shall perform such duties and have such responsibilities as is typical for such positions, as well as any other duties as the Board may assign from time to time, (ii) diligently and conscientiously devote his/her full and exclusive business time, energy, and ability to his duties and the business of the Employing Companies, (iii) serve as a member of the Board (if elected by shareholders), (iv) serve as a member of any Employer board, as required by the Board, and (v) comply with all directions by the Board (other than directions that would require an illegal or unethical act or omission) and all applicable policies and regulations of the Employing Companies. Notwithstanding the preceding provisions, the Executive may serve as a non-employee director, a volunteer, or in other such capacities for other entities not in competition with the Company's Business.

    4. Compensation, Benefits, and Expenses. During the Term and before the Termination of his Employment, the Company shall compensate (or cause the Bank to compensate) the Executive for his services as follows:

      1. Base Salary. The Executive shall receive a base salary at the annual rate of [initial salary] from January 1, 2008 through March 31, 2008. Beginning April 1, 2008, the Executive shall receive a base salary at the annual rate of [SALARY Beginning April 1, 2008], as increased from time to time by the Board. During the Term, the Board may increase (but not decrease) the Executive's base salary. Base salary payments shall be made in substantially equal installments pursuant to the Employing Companies' established payroll procedures.

      2. Incentive Compensation. The Executive shall be entitled to incentive compensation, including equity-based compensation, as determined by the Board from time to time.

      3. Employee Benefits. The Executive shall be eligible to participate in such benefit plans as are made available to, and on such terms and conditions applicable to, other similarly situated executives. The Employing Companies may change or terminate any such benefit plan at any time, in its sole discretion, subject to applicable legal requirements.

      4. Vacation Benefits. The Executive shall be entitled to annual vacation in accordance with the Employing Companies' policies as in effect from time to time for similarly situated executive employees, but not less than [WEEKS OF VACATION] weeks of paid vacation per year.

      5. Reimbursement of Expenses. The Employing Companies shall reimburse the Executive for reasonable business expenses incurred by the Executive in connection with the performance of his duties. Such reimbursements shall be made in accordance with the Employing Companies' established reimbursement policies, as in effect from time to time; provided, however, reimbursements for expenses incurred during a calendar year shall be made not later than March 15 of the following year.

    5. Application of Agreement. This Agreement shall supersede the Severance Agreement and the Change of Control Agreement in their entirety. Under no circumstances shall the Executive be entitled to payments pursuant to both Section 7 and Section 8 of this Agreement.

    6. Termination of Employment; Resignation of Officer and Director Positions. Subject to its payment obligations under this Section and Section 7 or 8, if applicable, the Company may Terminate the Executive's Employment at any time, with or without cause. The Executive may voluntarily Terminate his Employment at any time by providing at least thirty (30) days prior notice to the Company. Regardless of whether his Termination of Employment is voluntary or involuntary, the Executive shall resign from all director positions with the Employer, effective as of his Termination Date. Upon Termination of Employment, the Executive shall be entitled to the following, in addition to any benefits payable under Section 7 or 8:

      1. Any earned but unpaid base salary, at the Executive's then effective annual rate, through his Termination Date, plus any accrued vacation pay due to the Executive under the Employing Companies' vacation program through his Termination Date, which amounts shall be paid to the Executive not later than the payroll date for the payroll period next following his Termination Date.

      2. Provided that the Executive applies for reimbursement in accordance with the Employing Companies' established reimbursement procedures (within the period required by such procedures but under no circumstances later than thirty (30) days after his Termination Date), the Employing Companies shall pay the Executive any reimbursements to which he is entitled under such procedures not later than the payroll date for the payroll period next following the date on which the Executive applies for reimbursement.

      3. Any benefits (other than severance) payable to the Executive under any of the Employing Companies' incentive compensation or employee benefit plans or programs shall be payable in accordance with the provisions of those plans or programs.

    7. Non-Change of Control Severance Benefit.

      1. Subject to (i) the Executive's timely execution and filing of a Release in accordance with Section 19, (ii), the expiration of any applicable waiting periods contained herein, and (iii) the following provisions of this Section, the Employing Companies shall provide the Executive with the payments and benefits set forth in this Section, if during the Term and before the occurrence of a Change of Control, either (1) the Employing Companies Terminate the Executive's Employment (other than a termination for Unacceptable Performance, Disability, or death pursuant to Section 10), or (2) the Executive voluntarily Terminates his Employment for Good Reason pursuant to Section 11. Notwithstanding the preceding provisions of this Subsection, the Executive shall not be entitled to benefits pursuant to this Section if he is entitled to benefits pursuant to Section 8. Any amount payable to the Executive pursuant to this Section is in addition to amounts already owed to the Executive by the Employing Companies and is in consideration of the covenants set forth in this Agreement and/or the Release.

      2. As soon as administratively feasible (and not more than five (5) business days) after the Company's receipt of the Release and the expiration of any applicable waiting periods contained herein, the Employing Companies shall pay to the Executive a single lump sum payment equal to the Executive's Weekly Pay multiplied by [WEEKLY PAY MULTIPLIER].

      3. If permissible under the Employing Companies' group medical plan and if properly elected by the Executive, the Employing Companies shall pay for the cost of COBRA continuation coverage for the Executive (and his spouse and dependents, if any, covered by the Employing Companies' group medical plan on the Termination Date), for twenty-four (24) months following his Termination of Employment (or such shorter period during which such person is eligible for COBRA continuation coverage). For purposes of the preceding sentence, the term "COBRA continuation coverage" shall include coverage substantially similar to the COBRA continuation coverage provided after eighteen (18) months following the Executive's Termination Date, provided that the Executive (and his spouse and/or dependents, if applicable) would be eligible for COBRA continuation coverage if the eighteen (18)-month maximum coverage period had not expired.

      4. If permissible under the Employing Companies' group term life insurance plan, whether through conversion or otherwise, the Employing Companies shall continue to provide term life insurance coverage substantially the same as that provided for the Executive immediately before his Termination of Employment and shall pay for the cost thereof for twenty-four (24) months following his Termination of Employment.

      5. The Employing Companies shall pay the cost of outplacement services incurred by the Executive during the twelve (12) month period following his Termination of Employment and provided by a firm of the Executives' choice, up to a total of Fifteen Thousand Dollars ($15,000). Reimbursements for outplacement expenses incurred during a calendar year shall be paid not later than March 15 of the following year.

      6. To the extent that coverage or benefits under Subsection (c), (d), or (e) result in taxable income to the Executive, the Employing Companies shall reimburse the Executive for any taxes payable on account of such coverage, so that the Executive is in the same after-tax position in which he would have been had such reimbursements not been taxable. The Employing Companies shall pay the reimbursement required by the preceding sentence as soon as administratively practicable after the Executive demonstrates payment of the related taxes and not later than the last day of the calendar year in which such taxes are paid.

      7. If payments to the Executive pursuant to this Agreement would result in total Parachute Payments to the Executive, whether or not made pursuant to this Agreement, with a value (as determined pursuant to Code Section 280G and the guidance thereunder) greater than one hundred percent (100%) of the Parachute Payment Limit, the provisions of Section 9 shall apply as if set out in this Section 7.

      8. Notwithstanding the preceding provisions of this Section, if the Executive is a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i), to the extent required by such Code Section, payments otherwise required by this Section shall be delayed to the earliest date on which such payments are permitted. Furthermore, the obligations of the Employing Companies to make payments to the Executive hereunder are subject to compliance with any applicable provisions of the Federal Deposit Insurance Company regulations found in Part 359 (entitled "Golden Parachute And Indemnification Payments") of Title 12 of the Code of Federal Regulations (or any successor provisions).

    8. Change of Control Severance Benefit.

      1. Subject to (i) the Executive's timely execution and filing of a Release in accordance with Section 19, (ii) the expiration of any applicable waiting periods contained herein, and (iii) the following provisions of this Section, the Employing Companies shall provide the Executive with the payments and benefits set forth in this Section, if (i) during the Term and concurrent with or within twelve (12) months after a Change in Control, the Executive voluntarily terminates his Employment by providing thirty (30) days prior written notice to the Company, or (ii) during the Term and concurrent with or within two (2) years after a Change of Control, either (A) the Employing Companies Terminate the Executive's Employment (other than a termination for Cause, Disability, or death pursuant to Section 10), or (B) the Executive voluntarily Terminates his Employment pursuant to Section 11 for Good Reason.

      2. As soon as administratively feasible (and not more than five (5) business days) after the Company's receipt of the Release and the expiration of any applicable waiting periods, the Employing Companies shall pay to the Executive a single lump sum payment in an amount equal to the product of (i) [CHANGE OF CONTROL MULTIPLIER] times (ii) the sum of (A) the Executive's annual base salary, at the greater of the rate in effect on the Change of Control Date or the Termination Date, plus (B) the Executive's target bonus for the year containing the Change in Control Date or, if greater, for the year preceding the Change in Control Date, subject to the limitations and reimbursement provisions of Subsection (h) and Section 9.

      3. If permissible under the Employing Companies' group medical plan, the Employing Companies shall continue to provide group medical coverage for the Executive (and his spouse and dependents, if any, covered by the Employing Companies' group medical plan on the Termination Date), for the twenty-four (24) month period following his Termination of Employment. Such coverage shall be at the Employing Companies' expense and shall be the same as that offered to active employees under the Employing Companies' group medical plan. If the coverage described in the preceding provisions is not available under the Employing Companies' group medical plan, the Employing Companies shall provide for substantially similar coverage at their expense. Coverage provided pursuant to this Subsection shall be concurrent with any required continuation coverage period under COBRA.

      4. For the twenty-four (24) month period following the Executive's Termination of Employment, the Employing Companies shall continue to provide term life insurance coverage substantially the same as that provided for the Executive immediately before his Termination Date.

      5. The Employing Companies shall pay the cost of outplacement services incurred by the Executive during the twelve (12) month period following his Termination of Employment and provided by a firm of the Executives' choice, up to a total of Fifteen Thousand Dollars ($15,000). Reimbursements for outplacement expenses incurred during a calendar year shall be paid not later than March 15 of the following year.

      6. To the extent that coverage or benefits under Subsection (c), (d), or (e) results in taxable income to the Executive, the Employing Companies shall reimburse the Executive for any taxes payable on account of such coverage, so that the Executive is in the same after-tax position in which he would have been had such reimbursements not been taxable. The Employing Companies shall pay the reimbursement required by the preceding sentence as soon as administratively practicable after the Executive demonstrates payment of the related taxes and not later than the last day of the calendar year in which such taxes are paid.

      7. All outstanding Company stock options, to the extent not previously vested and exercisable, shall become vested and exercisable upon the Executive's Termination of Employment.

      8. If payments to the Executive pursuant to this Agreement would result in total Parachute Payments to the Executive, whether or not made pursuant to this Agreement, with a value (as determined pursuant to Code Section 280G and the guidance thereunder) greater than one hundred percent (100%) of the Parachute Payment Limit, the provisions of Section 9 shall apply as if set out in this Section 8.

      9. Notwithstanding the preceding provisions of this Section, if the Executive is a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i), to the extent required by such Code Section, payments otherwise required by this Section shall be delayed to the earliest date on which such payments are permitted. Furthermore, the obligations of the Employing Companies to make payments to the Executive hereunder are subject to compliance with any applicable provisions of the Federal Deposit Insurance Corporation regulations found in Part 359 (entitled "Golden Parachute And Indemnification Payments") of Title 12 of the Code of Federal Regulations (or any successor provisions).

    9. Provisions Relating to Parachute Payments.

      1. If payments and benefits to or for the benefit of the Executive, whether pursuant to this Agreement or otherwise, would result in total Parachute Payments to the Executive with a value equal to or greater than one hundred percent (100%) but less than one hundred ten percent (110%) of the Parachute Payment Limit, the amount payable pursuant to Subsection 7(b) or 8(b), as applicable, shall be reduced so that the value of all Parachute Payments to the Executive, whether or not made pursuant to this Agreement, is equal to the Parachute Payment Limit minus One Dollar ($1.00).

      2. To the extent that payments or benefits to or for the benefit of the Executive, whether pursuant to this Agreement or otherwise, would result in total Parachute Payments with a value equal to or greater than one hundred ten percent (110%) of the Parachute Payment Limit, the Employing Companies shall pay to the Executive a single lump sum payment equal to the sum of: (i) the excise taxes payable by Executive as a result of any Excess Parachute Payments and (ii) all federal, state, and local employment, income, and excise taxes payable by the Executive on account of a reimbursement pursuant to clause (i) or (ii) of this Subsection, so that the Executive is in the same after-tax position in which he would have been had no portion of the Parachute Payments to him been subject to Code Section 4999. The Employing Companies shall make the payment required by this Subsection as soon as administratively practicable after the Executive presents evidence of the taxes for which reimbursement is due hereunder and under no circumstances after the end of the year in which such taxes are paid.

      3. The amount of Parachute Payments and the Parachute Payment Limit shall be determined as provided in this Subsection (c). The Company shall direct its independent auditor ("Auditor") or such other accounting firm experienced in such calculations and acceptable to the Executive to determine whether any Parachute Payments exceed the Parachute Payment Limit and the amount of any adjustment required by Subsection (a) or reimbursement required by Subsection (b). The Company shall promptly give the Executive notice of the Auditor's determination. All reasonable determinations made by the Auditor under this Subsection shall be binding on the Employing Companies and the Executive and shall be made within thirty (30) days after the Executive's Termination of Employment. If, as a result of a later determination by the Internal Revenue Service, the Executive incurs additional taxes as a result of Parachute Payments in excess of the Parachute Payment Limit that have not been fully reimbursed and grossed-up pursuant to Subsection (b), the Employing Companies shall promptly pay to the Executive the amount of any additional taxes, interest, and penalties owed by the Executive as a result of such determination by the Internal Revenue Service, fully grossed up, so that the Executive is in the same after-tax position in which he would have been had such additional taxes not been owed. The Employing Companies shall make the payment required by the preceding sentence as soon as administratively practicable after the Executive presents evidence of the additional taxes for which reimbursement is due hereunder and under no circumstances after the end of the year in which such taxes are paid.

    10. Termination of Employment by the Company for Cause, Unacceptable Performance, Disability, or Death.

      1. The Company may cause a Termination of the Executive's Employment for Unacceptable Performance or Disability at any time before a Change in Control. To do so, the Board must provide the Executive with a notice of termination specifying the Termination Date and either the specific act(s) or failure(s) constituting Unacceptable Performance or the circumstances constituting Disability. If the Board's notice identifies an act or failure constituting Unacceptable Performance that is subject to correction under the definition of Unacceptable Performance and related definitions in this Agreement, the notice shall also specify the period during which the act or failure must be corrected. If the Board determines that the Executive has not corrected the act or failure in all material respects within the required correction period, the Board must then provide a second notice of termination stating the reasons for the termination and the Termination Date, and the Executive's Employment shall Terminate on such date.

      2. The Company may cause a Termination of the Executive's Employment for Cause or Disability at any time concurrent with or after a Change in Control. To do so, the Board must provide the Executive with a notice of termination specifying the Termination Date and either the specific act(s) or failure(s) constituting Cause or the circumstances constituting Disability. If the Board's notice identifies an act or failure constituting Cause, it shall be accompanied by a resolution duly adopted by not less than three-quarters (3/4) of the entire membership of the Board (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard by the Board), finding, in the reasonable opinion of the Board, that one or more of the events of Cause listed above has occurred and specifying the details thereof. If the act or failure constituting Cause is subject to correction under the definition of Cause and related definitions in this Agreement, the notice shall also specify the period during which the act or failure must be corrected. If the Board determines that the Executive has not corrected the act or failure in all material respects within the required correction period, the Board must then provide a second notice of termination stating the reasons for the termination and the Termination Date, and the Executive's Employment shall Terminate on such date.

      3. If the Executive dies before Termination of his Employment, his employment shall terminate automatically on the date of his death.

      4. In the case of a Termination of Employment pursuant to this Section, the Executive shall not be entitled to benefits or payments pursuant to Section 7 or 8.

    11. Resignation by Executive for Good Reason. If an event of Good Reason occurs during the Term, the Executive may, at any time within the ninety (90) day period following such event, provide the Company with a notice of termination specifying the event of Good Reason and notifying the Company of his intention to Terminate his Employment upon the Employing Companies' failure to correct the event of Good Reason within thirty (30) days following receipt of the Executive's notice of termination. If the Employing Companies fail to correct the event of Good Reason and provide the Executive with notice of such correction within such thirty (30) day period, the Executive's Employment shall Terminate as of the end of such period, and the Executive shall be entitled to benefits as provided in Section 6 and Section 7 or 8, as applicable.

    12. Withholding and Taxes. The Employing Companies may withhold from any payment made hereunder (i) any taxes that the Employing Companies reasonably determine are required to be withheld under federal, state, or local tax laws or regulations, and (ii) any other amounts that the Employing Companies are authorized to withhold. Except for employment taxes that are the obligation of the Employing Companies, the Executive shall pay all federal, state, local, and other taxes (including, without limitation, interest, fines, and penalties) imposed on him under applicable law by virtue of or relating to the payments and/or benefits contemplated by this Agreement, subject to any reimbursement provisions of this Agreement.

    13. Use and Disclosure of Confidential Information.

      1. The Executive acknowledges and agrees that (i) by virtue of his employment, he will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Employer has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company's Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Employer, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of his duties of employment and that, as a result of his employment with the Employing Companies, he has a duty of fidelity, loyalty, and trust to the Employing Companies in safeguarding Confidential Information. The Executive further agrees that he will use his best efforts, exercise utmost diligence, and take all steps necessary to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Employer, Customers, Prospective Customers, or vendors or suppliers of the Employer, and that he will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for his own benefit or for the benefit of another, except as required in the ordinary course of his employment by the Employing Companies. The Executive shall follow all Employing Company policies and procedures to protect all Confidential Information and shall take any additional precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information.

      2. The confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential (except that the obligations shall continue, if Confidential Information loses its confidential nature through improper use or disclosure, including but not limited to any breach of this Agreement) and shall survive the termination of this Agreement and/or termination of the Executive's employment with the Employing Companies.

      3. From time to time, the Employer may, for its own benefit, choose to place certain Confidential Information in the public domain. The fact that Confidential Information may be made available to the public in a limited form and under limited circumstances does not change the confidential and proprietary nature of such information, and does not release the Executive from his obligations with respect to such Confidential Information.

    14. Ownership of Documents and Return of Materials At Termination of Employment.

      1. Any and all documents, records, and copies thereof, including but not limited to hard copies or copies stored digitally or electronically, pertaining to or including Confidential Information (collectively, "Company Documents") that are made or received by the Executive during his employment shall be deemed to be property of the Employer. The Executive shall use Company Documents and information contained therein only in the course of his employment for the Employing Companies and for no other purpose. The Executive shall not use or disclose any Company Documents to anyone except as authorized in the course of his employment and in furtherance of the Company's Business.

      2. Upon Termination of Employment, the Executive shall immediately deliver to the Employing Companies (with or without request) all Company Documents and all other Employer property in the Executive's possession or under his custody or control.

    15. Non-Solicitation of Customers and Employees. The Executive agrees that during the Term and for a period of two (2) years following the Termination of the Executive's Employment, the Executive shall not, directly or indirectly, individually or jointly, (i) solicit in any manner, seek to obtain or service, or accept the business of any Customer for any product or service of the type offered by the Employer or competitive with the Company's Business, (ii) solicit in any manner, seek to obtain or service, or accept the business of any Prospective Customer for any product or service of the type offered by the Employer or otherwise competitive with the Company's Business, (iii) request or advise any Customer, Prospective Customer, or supplier of the Employer to terminate, reduce, limit, or change its business or relationship with the Employer, or (iv) induce, request, or attempt to influence any employee of the Employer to terminate his employment with the Employer.

    16. Covenant Not to Compete. The Executive hereby understands and acknowledges that, by virtue of his position with the Employing Companies, he has obtained advantageous familiarity and personal contacts with Customers and Prospective Customers, wherever located, and the business, operations, and affairs of the Employer. Accordingly, during the term of this Agreement and for a period of two (2) years following the termination of his employment, the Executive shall not, directly or indirectly:

      1. as owner, officer, director, stockholder, investor, proprietor, organizer, employee, agent, representative, consultant, independent contractor, or otherwise, engage in the same trade or business as the Company's Business, in the same or similar capacity as the Executive worked for the Employing Companies, or in such capacity as would cause the actual or threatened use of the Employer's trade secrets and/or Confidential Information; provided, however, that this Subsection shall not restrict the Executive from acquiring, as a passive investment, less than five percent (5%) of the outstanding securities of any class of an entity that are listed on a national securities exchange or actively traded in the over-the-counter market. The Executive acknowledges and agrees that, given the level of trust and responsibility given to him while in the Employing Companies' employ, and the level and depth of trade secrets and Confidential Information entrusted to him, any immediately subsequent (i.e. within two (2) years) employment with a competitor to the Company's Business would result in the inevitable use or disclosure of the Employer's trade secrets and Confidential Information and, therefore, this two (2) year restriction is reasonable and necessary to protect against such inevitable disclosure; or

      2. offer to provide employment or work of any kind (whether such employment is with the Executive or any other business or enterprise), either on a full-time or part-time or consulting basis, to any person who then currently is, or who within two (2) years preceding such offer or provision of employment has been, an employee of the Employer.

      The restrictions on the activities of the Executive contained in this Section shall be limited to the following geographical areas:

      (c) within a fifteen (15) mile radius of each banking center location operated by the Employer on the Executive's Termination Date;

      (d) within each county in which a banking center location is operated by the Employer on the Executive's Termination Date;

      (e) within a fifty (50) mile radius of Company's corporate headquarters address in Evansville, Indiana;

      (f) within each city, town, and county in which the Employer began expansion or acquisition planning or efforts during the Executive's employment with the Employing Companies, and about which Executive gained knowledge of Confidential Information or bore responsibility for expanding the Company's Business;

      (g) in the capacity and with any entity described in subsection (a) above, if such entity operates or competes with Company's Business in any of the geographical areas identified in subsections (c) through (f) above, regardless of Executive's physical location; provided, however, if the Executive believes that such entity does not have a materially significant presence in the affected geographic area(s) and that his involvement with such entity should not include meaningful expansion of that presence, then the Executive may seek a written waiver of this Subsection (g) from the Company, which waiver shall not be unreasonably withheld.

    17. Remedies. The Executive agrees that the Company will suffer irreparable damage and injury and will not have an adequate remedy at law if the Executive breaches any provision of the Restrictive Covenants. Accordingly, if the Executive breaches or threatens or attempts to breach the Restrictive Covenants, in addition to all other available remedies, the Company shall be entitled to seek injunctive relief, and no or minimal bond or other security shall be required in connection therewith. The Executive acknowledges and agrees that in the event of termination of this Agreement for any reason whatsoever, the Executive can obtain employment not competitive with the Company's Business (or, if competitive, outside of the geographic and customer-specific scope described herein) and that the issuance of an injunction to enforce the provisions of the Restrictive Covenants shall not prevent the Executive from earning a livelihood. The Restrictive Covenants are essential terms and conditions to the Company entering into this Agreement, and they shall be construed as independent of any other provision in this Agreement or of any other agreement between the Executive and the Company. The existence of any claim or cause of action that the Executive has against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the Restrictive Covenants.

    18. Periods of Noncompliance and Reasonableness of Periods. The Restrictive Covenants described in Sections 15 and 16 shall be deemed not to run during all periods of noncompliance, the intention of the parties being to have such restrictions and covenants apply for the full periods specified in Sections 15 and 16 following Termination of the Executive's Employment. The Company and the Executive acknowledge and agree that the restrictions and covenants contained in Sections 15 and 16 are reasonable in view of the nature of the Company's Business and the Executive's advantageous knowledge of and familiarity with the Company's Business, operations, affairs, and Customers. Notwithstanding anything contained herein to the contrary, if the scope of any restriction or covenant contained in Sections 15 and 16 is found by a court of competent jurisdiction to be too broad to permit enforcement of such restriction or covenant to its full extent, then such restriction or covenant shall be enforced to the maximum extent permitted by law. The parties hereby acknowledge and agree that a court of competent jurisdiction shall invoke and exercise the blue pencil doctrine to the fullest extent permitted by law to enforce this Agreement.

    19. Release. For and in consideration of the foregoing covenants and promises made by the Company, and the performance of such covenants and promises, the sufficiency of which is hereby acknowledged, the Executive agrees to release the Employer and all other persons named in the Release from any and all causes of action that the Executive has or may have against the Employer or any such person before the effective date of the Release, other than a breach of this Agreement. The Release shall be substantially in the form attached hereto as Exhibit I. The Company shall provide the Release to the Executive upon his Termination of Employment or within ten (10) days thereafter. THE EXECUTIVE'S RIGHT TO BENEFITS HEREUNDER SHALL BE CONTINGENT ON HIS SIGNING AND FILING THE RELEASE AS PROVIDED IN THE RELEASE WITHIN TWENTY-ONE (21) DAYS AFTER RECEIVING IT.

    20. Reimbursement of Certain Costs.

      1. If the Company brings a cause of action to enforce the Restrictive Covenants or to recover damages caused by the Executive's breach of the Restrictive Covenants, the substantially prevailing party in such action shall be entitled to reasonable costs and expenses (including, without limitation, reasonable attorneys' fees, expert witness fees, and disbursements) in connection with such action.

      2. If a dispute arises regarding the Executive's rights hereunder, and the Executive obtains a final judgment in his favor from a court of competent jurisdiction with respect to such dispute, all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees, expert witness fees, and disbursements) incurred by the Executive in connection with such dispute or in otherwise pursuing a claim based on a breach of this Agreement, shall be paid by the Company.

      3. Any reimbursement by the Company pursuant to this Section shall be subject to compliance with applicable provisions of the Federal Deposit Insurance Corporation regulations found in Part 359 (entitled "Golden Parachute and Indemnification Payments") of Title 12 of the Code of Federal Regulations (or any successor provisions).

    21. No Reliance. The Executive represents and acknowledges that in executing this Agreement, the Executive does not rely and has not relied upon any representation or statement by the Company and its agents, other than statements contained in this Agreement.

    22. Miscellaneous Provisions.

      1. Further Assurances. Each of the parties hereto shall do, execute, acknowledge, and deliver or cause to be done, executed, acknowledged, and delivered at any time and from time to time upon the request of any other party hereto, all such further acts, documents, and instruments as may be reasonably required to effect any of the transactions contemplated by this Agreement.

      2. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that neither party hereto may assign this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, this Agreement may be assigned without the prior consent of the Executive to a successor of the Company (and the Executive hereby consents to the assignment of the Restrictive Covenants under this Agreement to a purchaser of all or substantially all of the assets of the Company or a transferee, by merger or otherwise, of all or substantially all of the businesses and assets of the Company) and, upon the Executive's death, this Agreement shall inure to the benefit of and be enforceable by the Executive's executors, administrators, representatives, heirs, distributees, devisees, and legatees and all amounts payable hereunder shall be paid to such persons or the estate of the Executive.

      3. Waiver; Amendment. No provision or obligation of this Agreement may be waived or discharged unless such waiver or discharge is agreed to in writing and signed by the Chairman of the Board of Directors and the Executive. The waiver by any party hereto of a breach of or noncompliance with any provision of this Agreement shall not operate or be construed as a continuing waiver or a waiver of any other or later breach or noncompliance. Except as expressly provided otherwise herein, this Agreement may be amended or supplemented only by a written agreement executed by the Chairman of the Board of Directors and the Executive.

      4. Headings. The headings in this Agreement have been inserted solely for ease of reference and shall not be considered in the interpretation or enforcement of this Agreement.

      5. Severability. All provisions of this Agreement are severable from one another, and the unenforceability or invalidity of any provision hereof shall not affect the validity or enforceability of the remaining provisions.

      6. Notice. Any notice, request, instruction, or other document to be given hereunder to any party shall be in writing and delivered by hand, registered or certified United States mail, return receipt requested, or other form of receipted delivery, with all expenses of delivery prepaid, as follows:

        If to the Executive:

        _______________________________
        _______________________________
        _______________________________
        _______________________________

        If to the Company:
        Old National Bancorp
        Post Office Box 718
        Evansville, IN 47705
        ATTENTION: General Counsel

        or to such other address as either party hereto may have furnished to the other in writing in accordance with the preceding.

      7. No Counterparts. This Agreement may not be executed in counterparts.

      8. Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without reference to the choice of law principles or rules thereof. The parties hereto irrevocably consent to the jurisdiction and venue of the state courts for the State of Indiana located in Evansville, Indiana, or the United States District Court for the Southern District of Indiana, Evansville Division, located in Vanderburgh County, Indiana, and agree that all actions, proceedings, litigation, disputes, or claims relating to or arising out of this Agreement shall be brought and tried only in such courts. The Company, in its sole discretion, may, however, bring an action against the Executive in any court where jurisdiction over the Executive may be obtained. EACH OF THE PARTIES EXPRESSLY WAIVES ANY RIGHTS TO A JURY TRIAL THAT IT MAY OTHERWISE HAVE IN ANY COURT WITH RESPECT TO THIS AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAW.

      9. Entire Agreement. This Agreement constitutes the entire and sole agreement between the Employer and the Executive with respect to the Executive's employment or the termination thereof, and there are no other agreements or understandings either written or oral with respect thereto. The parties agree that any and all prior severance and/or change of control agreements between the parties have been terminated and are of no further force or effect.

      10. Rules of Interpretation. In interpreting this Agreement, the following rules shall apply:

          1. The rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

          2. Words used in the singular shall be construed to include the plural, where appropriate, and vice versa, and words used in the masculine shall be construed to include the feminine, where appropriate, and vice versa.

          3. This Agreement shall be construed to comply with Code Section 409A or an exemption from the application of Section 409A.

          4. Except as provided in the preceding provisions of this Subsection, this Agreement shall be construed in accordance with the internal laws of the State of Indiana, without regard to conflict of law principles.

    23. Review and Consultation. The Company and the Executive hereby acknowledge and agree that each (i) has read this Agreement in its entirety prior to executing it, (ii) understands the provisions and effects of this Agreement, (iii) has consulted with such attorneys, accountants, and financial and other advisors as it or he has deemed appropriate in connection with their respective execution of this Agreement, and (iv) has executed this Agreement voluntarily. THE EXECUTIVE HEREBY UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT THIS AGREEMENT HAS BEEN PREPARED BY COUNSEL FOR THE COMPANY AND THAT THE EXECUTIVE HAS NOT RECEIVED ANY ADVICE, COUNSEL, OR RECOMMENDATION WITH RESPECT TO THIS AGREEMENT FROM THE COMPANY OR ITS COUNSEL.

       

       

      By: ________________________________
      [Printed Name] ("Executive")

      OLD NATIONAL BANCORP

      By:
      Larry E. Dunigan, Chairman of the Board of Directors


      Date


      Date

    APPENDIX A

    DEFINED TERMS

    For purposes of this Agreement, the following terms shall have the meanings specified below:

    "Bank" means Old National Bank, the Company's principal subsidiary, and any successor to all or substantially all of its business.

    "Board" or "Board of Directors" means the Company's Board of Directors or the committee of the Board authorized to act of the Board's behalf.

    "Cause" means any of the following:

      1. the Executive's act or failure to act constituting willful misconduct or gross negligence that is materially injurious to the Employer or its reputation;

      2. the Executive's willful and material failure to perform the duties of his employment (except in the case of a Termination of Employment for Good Reason or on account of the Executive's physical or mental inability to perform such duties) and the failure to correct such failure within five (5) days after receiving notice from the Board of Directors specifying such failure in detail;

      3. the Executive's willful and material violation of the Employing Companies' code of ethics or written harassment policies;

      4. the requirement or direction of a federal or state regulatory agency having jurisdiction over the Company that the Executive's employment be terminated;

      5. the Executive's arrest or indictment for (i) a felony or (ii) a lesser criminal offense involving dishonesty, breach of trust, or moral turpitude; or

      6. the Executive's intentional breach of a material term, condition, or covenant of this Agreement and the failure to correct such violation within five (5) days after receipt of written notice from the Board of Directors specifying such breach in detail.

        For purposes of this definition, no act or failure to act shall be considered "willful," if the Executive acted or failed to act either (i) in good faith or (ii) with a reasonable belief that his act or failure to act was not opposed to the Employer's best interests.

        "Change in Control" means the first occurrence of any of the following events:

      7. the acquisition by any person (within the meaning of Section 13(d) of the Securities Exchange Act of 1934 ("Act")), other than the Company, a subsidiary, and any employee benefit plan of the Company or a subsidiary, of twenty-five percent 25%) or more of the combined voting power entitled to vote generally in the election of the directors of the Company's then outstanding voting securities;

      8. the persons who were serving as the members of the Board of Directors immediately prior to the commencement of a proxy contest relating to the election of directors or a tender or exchange offer for voting securities of the Company ("Incumbent Directors") shall cease to constitute at least a majority of the Board of Directors (or the board of directors of any successor to the Company) at any time within one year of the election of directors as a result of such contest or the purchase or exchange of voting securities of the Company pursuant to such offer, provided that any director elected to the Board of Directors, or nominated for election, by a majority of the Incumbent Directors then still in office and whose nomination or election was not made at the request or direction of the person(s) initiating such contest or making such offer shall be deemed to be an Incumbent Director for purposes of this subsection (2);

      9. consummation of a merger, reorganization, or consolidation of the Company, as a result of which persons who were shareholders of the Company immediately prior to such merger, reorganization, or consolidation do not, immediately thereafter, own, directly or indirectly and in substantially the same proportions as their ownership of the stock of the Company immediately prior to the merger, reorganization, or consolidation, more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of (i) the merged, reorganized, or consolidated company or (ii) an entity that, directly or indirectly, owns more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the company described in clause (i);

      10. a sale, transfer, or other disposition of all or substantially all of the assets of the Company, which is consummated and immediately following which the persons who were shareholders of the Company immediately prior to such sale, transfer, or disposition, do not own, directly or indirectly and in substantially the same proportions as their ownership of the stock of the Company immediately prior to the sale, transfer, or disposition, more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of (i) the entity or entities to which such assets are sold or transferred or (ii) an entity that, directly or indirectly, owns more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the entities described in clause (i); or

      11. the shareholders of the Company approve a liquidation of the Company.

        "Change of Control Date" means the date on which a Change of Control occurs.

        "COBRA" refers to the group health plan continuation requirements in Sections 601 through 607 of the Employee Retirement Income Security Act of 1974, as amended.

        "Code" means the Internal Revenue Code of 1986, as amended from time to time.

        "Company" means Old National Bancorp and any successor to all or substantially all of its business.

        "Company's Business" means, collectively, the products and services provided by the Employer, including the following:

      12. community banking, including lending activities (including individual loans consisting primarily of home equity lines of credit, residential real estate loans, and/or consumer loans, and commercial loans, including lines of credit, real estate loans, letters of credit, and lease financing) and depository activities (including noninterest-bearing demand, NOW, savings and money market, and time deposits), debit and ATM cards, merchant cash management, internet banking, and other general banking services;

      13. investment and brokerage services, including a full array of investment options and investment advice;

      14. treasury segment, including investment management, wholesale funding, interest rate risk, liquidity and leverage management, capital markets products (including interest rate derivatives, foreign exchange, and industrial revenue bond financing);

      15. wealth management, including fiduciary and trust services, fee-based asset management, and mutual fund management; and

      16. insurance agency services, including full-service insurance brokerage services, such as commercial property and casualty, surety, loss control services, employee benefits consulting and administration, and personal insurance.

        "Compensation" means, as of the Termination Date, the Executive's annual base salary then in effect, plus the targeted cash incentive that the Executive would have been eligible to receive in the year in which the Termination Date occurs. For purposes of the preceding sentence, any reduction in the Executive's annual base salary or targeted cash incentive that is an event of Good Reason shall be disregarded.

        "Confidential Information" means the following:

      17. materials, records, documents, data, statistics, studies, plans, writings, and information (whether in handwritten, printed, digital, or electronic form) relating to the Company's Business that are not generally known or available to the Company's business, trade, or industry or to individuals who work therein other than through a breach of this Agreement, or

      18. trade secrets of the Employer (as defined in Indiana Code Section 24-2-3-2, as amended, or any successor statute).

        Confidential Information includes, but is not limited to: (i) information about the Employer's employees; (ii) information about the Employer's compensation policies, structure, and implementation; (iii) hardware, software, and computer programs and technology used by Employer; (iv) Customer and Prospective Customer identities, lists, and databases, including private information related to customer history, loan activity, account balances, and financial information; (v) strategic, operating, and marketing plans; (vi) lists and databases and other information related to the Employer's vendors; (vii) policies, procedures, practices, and plans related to pricing of products and services; and (viii) information related to the Employer's acquisition and divestiture strategy. Information or documents that are generally available or accessible to the public shall be deemed Confidential Information, if the information is retrieved, gathered, assembled, or maintained by the Employer in a manner not available to the public or for a purpose beneficial to the Employer.

        "Customer" means a person or entity who is a customer of the Employer at the time of the Executive's Termination of Employment or with whom the Executive had direct contact on behalf of the Employing Companies at any time during the period of the Executive's employment with the Employing Companies.

        "Disability" means that the Executive is disabled within the meaning of the long-term disability policy of the Employing Companies, as in effect on the earlier of the Termination Date or the

        Change of Control Date. Termination of the Executive's Employment on account of Disability shall not affect his eligibility for benefits under any disability policy or program of the Employer.

        "Employer" means the Company and any other employer that is treated as a single employer with the Company pursuant to Code Section 414(b), (c), or (m).

        "Employing Company" means the Company or the Bank.

        "Excess Parachute Payment" has the meaning given to such term in Code Section 280G(b)(1).

        "Good Reason" means, for purposes of Section 7, any of the following without the express written consent of the Executive:

      19. a material reduction in the Executive's duties, responsibilities, or status with the Employing Companies;

      20. a reduction in the Executive's base compensation or failure to include the Executive with other similarly situated employees in any incentive, bonus, or benefit plans as may be offered by the Employing Companies from time to time;

      21. a change in the primary location at which the Executive is required perform the duties of his employment to a location that is more than fifty (50) miles from the location at which his office is located on the effective date of this Agreement; or

      22. the Company's material breach of this Agreement.

        "Good Reason" means, for purposes of Section 8, any of the following, without the express written consent of the Executive, during the two (2) year period beginning on the Change of Control Date:

      23. assignment to the Executive of any duties materially inconsistent with his positions, duties, responsibilities, or status with the Employing Companies immediately before the Change of Control Date;

      24. a substantial reduction of the Executive's duties or responsibilities, or any removal of the Executive from, or any failure to re-elect the Executive to, any positions held by the Executive immediately before the Change in Control Date;

      25. a reduction by the Employing Companies in the compensation or benefits of the Executive in effect immediately before the Change in Control Date, or any failure to include the Executive, at a level equal to or better than any other senior executive of an Employing Company, in any incentive, bonus, or benefit plan covering one or more senior executives of the Employing Companies;

      26. a reduction in the Executive's total compensation opportunity;

      27. a change in the primary location at which the Executive is required perform the duties of his employment to a location that is more than fifty (50) miles from the location at which his office is located immediately before the Change of Control Date (disregarding any change in location in anticipation of the Change of Control); or

      28. the Company's material breach of this Agreement.

        "Parachute Payment" has the meaning give to such term in Code Section 280G(b)(2).

        "Parachute Payment Limit" means three (3) times the base amount, as defined by Code Section 280G(b)(3).

        "Prospective Customer" means a person or entity who was the direct target of sales or marketing activity by the Executive or whom the Executive knew was a target of the Employer's sales or marketing activities during the one year period preceding the Executive's Termination of Employment.

        "Release" means the release referred to in Section 19.

        "Restrictive Covenants" means the restrictions contained in Sections 13, 14, 15, and 16.

        "Term" means the term of this Agreement, including any extensions thereof, as determined pursuant to Section 2.

        "Termination Date" means the effective date of the Executive's Termination of Employment.

        "Termination of Employment" means the Executive's separation from service within the meaning of Code Section 409A(a)(2)(A)(i).

        "Unacceptable Performance" means any of the following:

      29. the Executive's act or failure to act constituting willful misconduct or gross negligence that is materially injurious to the Employer or its reputation;

      30. the Executive's material failure to perform the duties of his employment (except in the case of a Termination of Employment for Good Reason or on account of the Executive's physical or mental inability to perform such duties) and the failure to correct such failure within a reasonable period after receiving written notice from the Board of Directors describing such failure in detail;

      31. the Executive's violation of any code of ethics or business conduct or written harassment policies of the Employing Companies that continues after the Board has provided notice to the Executive that the continuation of such conduct will result in Termination of the Executive's Employment;

      32. the requirement or direction of a federal or state regulatory agency having jurisdiction over the Company that the Executive be removed from his position or the institution by such an agency of a formal enforcement proceeding against the Company or the Executive specifically naming the Executive as a person with substantial involvement in the acts (or omissions) that are the subject of such proceeding, and seeking that the Executive cease and desist from such acts (or omissions) in connection with his duties or seeking civil money penalties as a result of his past acts (or omissions);

      33. the Executive's arrest or indictment for (i) a felony or (ii) a lesser criminal offense involving dishonesty, breach of trust, or moral turpitude; or

      34. the Executive's breach of a material term, condition, or covenant of this Agreement and the failure to correct such breach promptly following receipt of written notice from the Board of Directors describing such breach in detail.

    "Weekly Pay" means the Executive's Compensation divided by fifty-two (52).

    Exhibit I

    RELEASE OF ALL CLAIMS

    FOR VALUABLE CONSIDERATION, including the payment to the Executive of certain severance benefits, the Executive hereby makes this Release of All Claims ("Release") in favor of Old National Bancorp (including all subsidiaries and affiliates) ("Company") and its agents as set forth herein.

  1. The Executive releases, waives and discharges the Company and its agents (as defined below) from all claims, whether known or unknown, arising out of the Executive's employment relationship with the Company, the termination of that relationship, and all other events, incidents, or actions occurring before the date on which this Release is signed; provided, however, this Release shall not apply to any claim based on the Company's breach of Section 6 of the Employment Agreement. Claims released herein include, but are not limited to, discrimination claims based on age, race, sex, religion, national origin, disability, veteran status, or any other employment claim, including claims arising under The Civil Rights Act of 1866, 42 U.S.C. Section 1981; Title VII of the Civil Rights Act of 1964; the Americans with Disabilities Act; the Age Discrimination in Employment Act of 1967; the Federal Rehabilitation Act of 1973; the Older Workers' Benefits Protection Act; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; the Family and Medical Leave Act (to the extent that FMLA claims may be released under governing law), the Indiana Civil Rights Act, the Indiana Wage Payment and Wage Claims Acts, any Federal or State wage and hour laws and all other similar Federal or State statutes; and any and all tort or contract claims, including, but not limited to, breach of contract, breach of good faith and fair dealing, infliction of emotional distress, defamation, or wrongful termination or discharge.

  2. The Executive further acknowledges that the Company has advised the Executive to consult with an attorney of the Executive's own choosing and that the Executive has had ample time and adequate opportunity to thoroughly discuss all aspects of this Release with legal counsel prior to executing this Release.

  3. The Executive agrees that the Executive is signing this Release of his own free will and is not signing under duress.

  4. In the event the Executive is forty (40) years of age or older, the Executive acknowledges that the Executive has been given a period of twenty-one (21) days to review and consider a draft of this Release in substantially the form of the copy now being executed and has carefully considered the terms of this Release. The Executive understands that the Executive may use as much or all of the twenty-one (21) day period as the Executive wishes prior to signing, and the Executive has done so.

  5. In the event the Executive is forty (40) years of age or older, the Executive has been advised and understands that the Executive may revoke this Release within seven (7) days after acceptance. ANY REVOCATION MUST BE IN WRITING AND HAND-DELIVERED TO:

    Old National Bancorp
    Attn: General Counsel
    One Main Street
    Evansville, IN 47708

    NO LATER THAN BY CLOSE OF BUSINESS ON THE SEVENTH (7TH) DAY FOLLOWING THE DATE OF EXECUTION OF THIS RELEASE.

  6. The "Company and its agents," as used in this Release, means the Company, its subsidiaries, affiliated or related corporations or associations, their predecessors, successors, and assigns, and the directors, officers, managers, supervisors, employees, representatives, servants, agents, and attorneys of the entities above described, and all persons acting, through, under or in concert with any of them.

  7. The Executive agrees to refrain from making any disparaging remarks concerning the Company or its agents. The Company agrees to refrain from providing any information to third parties other than confirming dates of employment and job title, unless the Executive gives the Company written authorization to release other information or as otherwise required by law. With respect to the Company, this restriction pertains only to official communications made by the Company's directors and/or officers and not to unauthorized communications by the Company's employees or agent. This restriction will not bar the Company from disclosing the Release as a defense or bar to any claim made by the Executive in derogation of this Release.

PLEASE READ CAREFULLY BEFORE SIGNING. EXCEPT AS EXPRESSLY PROVIDED IN PARAGRAPH 1 ABOVE, THIS RELEASE CONTAINS A RELEASE AND DISCHARGE OF ALL KNOWN AND UNKNOWN CLAIMS AGAINST THE COMPANY AND ITS AGENTS EXCEPT THOSE RELATING TO THE ENFORCEMENT OF THIS RELEASE OR THOSE ARISING AFTER THE EFFECTIVE DATE OF THIS RELEASE.

This Schedule sets forth the material details in which the employment agreements entered into differ from this Form of Employment Agreement filed with the Securities and Exchange Commission.

Executive

Title

Expiration of Initial Term

Base Salary through March 31, 2008

Base Salary beginning April 1, 2008

Weeks of Vacation

Weekly Pay Multiplier

Change of Control Multiplier

Robert G. Jones

President and CEO

December 31, 2010

$600,018

$650,000

4

104

3

Barbara A. Murphy

Senior EVP and Chief Banking Officer

December 31, 2010

$300,011

$342,000

4

104

3

Christopher A. Wolking

Senior EVP and Chief Financial Officer

December 31, 2010

$300,016

$309,016

4

104

3

Daryl D. Moore

EVP and Chief Credit Officer

December 31, 2009

$293,259

$299,059

5

52

2




 

 

 

FORM OF CHANGE OF CONTROL AGREEMENT FOR ROBERT G. JONES, MICHAEL R. HINTON, THOMAS F. CLAYTON AND DARYL D. MOORE

CHANGE OF CONTROL AGREEMENT

 

THIS CHANGE OF CONTROL AGREEMENT (the "Agreement") is made as of the 1st day of January, 2005, between OLD NATIONAL BANCORP, an Indiana corporation and registered financial holding company under the Bank Holding Company Act of 1956, as amended (the "Company"), and EXECUTIVE, TITLE of the Company (the "Executive").

WITNESSETH:

WHEREAS, the Company desires to assure continuity of its management, to enable its executives to devote their full attention to management responsibilities and, when faced with a possible Change in Control (as hereinafter defined), to help the Board of Directors of the Company assess options and advise as to the best interest of the Company and its shareholders without being influenced by the uncertainties of their own situations, and to demonstrate to executives the interests of the Company in their well-being and fair treatment in the event of a Change in Control;

WHEREAS, to that end, the Company desires to assure Executive that he will receive certain benefits in the case of the Executive's termination or a significant change in the terms of the Executive's employment as a result of a Change in Control; and

WHEREAS, in order to induce the Executive to remain in the employ of the Company, particularly in the event of a threat of or the occurrence of a Change in Control, the Company desires to enter into this Agreement with the Executive.

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive and the Company agree as follows:

Section 1. Term

The term of this Agreement shall begin on January 1, 2005, and shall continue until terminated as hereinafter provided.

Section 2. Benefits Upon a Change in Control

(a) The Company shall provide the Executive with the benefits set forth in Section 2(c) hereof upon any termination of the Executive's employment by the Company during the two (2) year period following the first Change in Control which occurs during the term of this Agreement for any reason except the following:

(i) Termination of the Executive for Cause (as hereinafter defined) by the Company. For purposes of the Agreement, "Cause" shall be defined as (A) action by the Executive involving willful misconduct or gross negligence materially injurious to the Company, (B) the requirement or direction of a federal or state regulatory agency having jurisdiction over the Company, (C) conviction of the Executive of the commission of any criminal offense involving dishonesty or breach of trust, (D) any material violation of any portions of the Company's Code of Ethics which continues after written notice to the Executive that the continuation of such conduct will result in the termination of the Executive's employment with the Company for Cause, or (E) any intentional breach by the Executive of a material term, condition or covenant of this Agreement. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless there shall have been delivered to the Executive a copy of a notice of termination from the Company accompanied by a resolution duly adopted by a majority of the Directors then in office, finding that in the good faith opinion of the Directors, the termination of the Executive's employment is for Cause, specifying the particulars thereof in detail, and granting an opportunity, following a reasonable period of time, for the Executive, together with the Executive's counsel, to be heard before the Board of Directors;

(ii) Disability of the Executive, as determined under the policies and procedures of the Company as in effect immediately prior to the Change in Control. Termination pursuant to this Section 2(a)(ii) shall not affect any rights which the Executive may have under any disability policy or program of the Company;

(iii) Voluntary retirement of the Executive in accordance with policies and procedures of the Company in effect immediately prior to the Change in Control; or

(iv) Death of the Executive.

(b) Except in connection with the termination of the Executive's employment for reasons set forth in Section 2(a)(i)-(iv) hereof, the Company shall also provide the Executive with the benefits set forth in Section 2(c) hereof if a Change in Control occurs during the term of this Agreement and the Executive terminates the Executive's employment during the two (2) year period following the Change in Control after the happening of one or more of the following events:

(i) Without the express written consent of the Executive, the assignment of the Executive to any duties materially inconsistent with the Executive's positions, duties, responsibilities (including reporting responsibilities), title, or status with the Company immediately prior to the Change in Control or a substantial reduction of the Executive's duties or responsibilities, or any removal of the Executive from, or any failure to reelect the Executive to, any positions held by the Executive prior to the Change in Control;

(ii) A reduction by the Company in the compensation or benefits of the Executive in effect immediately prior to the Change in Control, or any failure to include the Executive in any incentive, bonus or other employee welfare or benefit plans as may be offered by the Company from time to time to other similarly situated executives of the Company;

(iii) A requirement the Executive be based at any location other than within a fifty (50) mile radius of the location at which the Executive was based immediately prior to the Change in Control, except for required travel pertaining to the Company's business in accordance with the Company's management practices in effect prior to a Change in Control or with the prior written consent of the Executive;

(iv) Any purported termination of the Executive's employment for Cause as defined in Section 2(a)(i) hereof or for disability without grounds;

(v) Any failure of the Company to obtain the assumption of the obligation to perform this Agreement by any successor as contemplated in Section 7(b) hereof; or

(vi) Any material breach by the Company of any of the provisions of this Agreement or any other material written agreement between the Company and the Executive or any failure by the Company to carry out any of its obligations hereunder or thereunder.

(c) Subject to Sections 2(a) and 2(b) hereof, within thirty (30) days of the date of termination under Section 2(a) or 2(b) hereof, the Company shall pay to the Executive the amounts provided in subsections (i) and (ii) below, less any withholding therefrom under applicable federal, state, or local income tax, other tax, or social security laws or similar statutes.

(i) A lump sum single payment in cash or cash equivalent funds in an amount equal to the aggregate of the following:

(A) The Executive's base salary, at the then-effective annual rate, through the last day of employment of the Executive, to the extent not theretofore paid, plus any amounts due to the Executive under any insurance, health, retirement, profit sharing, or other employee welfare or benefit plan or the accrued vacation program of the Company due to the Executive through the last day of employment of the Executive; plus

(B) a lump sum single cash payment equal to 2.999 times (2 times for Daryl D. Moore) the Base Amount (as defined in Section 280G of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder).

(ii) In the event the value of the severance benefit, as determined in Section 280G of the Internal Revenue Code of 1986, as amended, which is to be paid to the Executive pursuant to Section 2(a) or 2(b) hereof constitutes a payment greater than or equal to 110% of an "excess parachute payment," as such term is defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended, the Company shall pay to the Executive a lump sum single payment in cash or cash equivalent funds in an amount equal to (x) the aggregate dollar amount of excise taxes and any surtax the Executive becomes obligated to pay on such "excess parachute payments", divided by (y) one (1) minus the sum of the maximum marginal federal income tax rate (for married individuals filing jointly) plus the maximum marginal state income tax rate plus the maximum marginal local income tax rate plus the excise tax rate applicable for the year in which the Executive receives the payment provided under this Section 2(c)(ii), it being the intent of this Section, that if the Executive incurs any such excise tax or surtax with respect to the payments, such payments to him shall be grossed up in full for such excise tax and surtax, so that the amount he retains, after paying all applicable federal income, surtaxes and excise taxes due with respect to payments to him under this Section is the same as the amount he would have retained if Section 280G of the Code and any applicable surtax had not been applicable.

Provided, however, if such severance benefit to be paid to the Executive is greater than 100% but less than 110% of the "excess parachute payment," as such term is defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended, the value of the severance benefit payable to the Executive will be one (1) dollar ($1.00) less than three (3) times the Base Amount (as defined in Section 280G of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder)

(d) "Change in Control" means the first occurrence of any of the following events:

                                                                                i.            the acquisition by any person, entity or "group" (as defined in Section 13(d) of the Act), other than the Company, a subsidiary, and any employee benefit plan of the Company or a subsidiary, of 25% or more of the combined voting power of the Corporation's then outstanding voting securities;

                                                                              ii.            the persons who were serving as the members of the Board of Directors immediately prior to the commencement of a proxy contest relating to the election of directors or a tender or exchange offer for voting securities of the Company (the "Incumbent Directors") shall cease to constitute at least a majority of the Board of Directors (or the board of directors of any successor to the Company) at any time within one year of the election of directors as a result of such contest or the purchase or exchange of voting securities of the Corporation pursuant to such offer, provided that any director elected to the Board of Directors, or nominated for election, by a majority of the Incumbent Directors then still in office and whose nomination or election was not made at the request or direction of the person(s) initiating such contest or making such offer shall be deemed to be an Incumbent Director for purposes of this clause (ii);

                                                                            iii.            consummation of a merger, reorganization or consolidation of the Company, as a result of which persons who were shareholders of the Company immediately prior to such merger, reorganization or consolidation, do not, immediately thereafter, own, directly or indirectly and in substantially the same proportions as their ownership of the stock of the Corporation immediately prior to the merger, reorganization or consolidation, more than 50% of the combined voting power entitled to vote generally in the election of directors of (x) the merged, reorganized or consolidated company or (y) an entity that, directly or indirectly, owns more than 50% of the combined voting power entitled to vote generally in the election of directors of the company described in subclause (x);

                                                                             iv.            the shareholders of the Company approve a sale, transfer or other disposition of all or substantially all of the assets of the Corporation, which is consummated and immediately following which the persons who were shareholders of the Company immediately prior to such sale, transfer or disposition, do not own, directly or indirectly and in substantially the same proportions as their ownership of the stock of the Company immediately prior to the sale, transfer or disposition, more than 50% of the combined voting power entitled to vote generally in the election of directors of (x) the entity or entities to which such assets are sold or transferred or (y) an entity that, directly or indirectly, owns more than 50% of the combined voting power entitled to vote generally in the election of directors of the entities described in subclause (x);and

                                                                               v.            the shareholders of the Company approve a liquidation of the Company.

(e) Any termination of the Executive's employment for the reasons set forth in Section 2(a) hereof (except for reason of the Executive's death) or by the Executive for the reasons set forth in Sections 2(b) hereof shall be communicated by written "Notice of Termination" to the other party, delivered in a manner provided in Section 6(k) hereof. Any "Notice of Termination" given by the Executive pursuant to Section 2(b) hereof, or given by the Company in connection with a termination as to which the Company believes it is not obligated to provide the Executive with the benefits set forth in Section 2(c) hereof, shall indicate the specific provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination. "Date of Termination" for the purposes of this Agreement shall mean the date on which such "Notice of Termination" is given.

 

Section 3. Payment of Certain Costs of the Executive

If a dispute arises regarding a termination of the Executive's employment subsequent to a Change in Control or the interpretation or enforcement of this Agreement and the Executive obtains a final judgment in favor of the Executive from a court of competent jurisdiction or the claim is settled by the Company prior to the rendering of a judgment by such a court, all legal fees and expenses incurred by the Executive in contesting or disputing any such termination or seeking to obtain or enforce any right or benefit provided for in this Agreement or in otherwise pursuing the claim will be paid by the Company, to the extent permitted by law.

Section 4. Covenant of Confidentiality; Surrender of Records

(a) The Executive shall keep confidential and not improperly divulge for the benefit of another party or use for the benefit of the Executive, the Company's confidential information including, but not limited to, business secrets relating to the Company's finances, operations, and customer lists. All of the Company's confidential information shall be the sole and exclusive property of the Company. The covenants on the part of the Executive contained in this Agreement are essential terms and conditions to the benefits to be received by the Executive in the event of a Change in Control, and shall be construed as independent of any other non-compete and non-solicitation agreement or employment agreement entered into between the Executive and the Company (each a "Prior Agreement"). This Agreement shall not terminate, modify, amend or otherwise change any Prior Agreement and such terms and conditions of any Prior Agreement shall remain in full force and effect.

(b) Upon termination of the Executive's employment for any reason, the Executive shall immediately surrender (or purge as it relates to electronic copies) to the Company all Company records, notes, documents, forms, manuals, or other written or printed material (including material in electronic format), and all copies thereof, in the possession or control of the Executive, which pertains to the business of the Company and which would not be available publicly. The Executive agrees that all of the foregoing shall be and remain the sole and exclusive property of the Company.

Section 5. Termination

This Agreement shall automatically terminate without notice to the Executive upon the termination of the Executive's employment with the Company for any reason prior to any Change in Control. This Agreement shall not create or constitute an agreement, contract, understanding, commitment or arrangement for the employment of the Executive by the Company. Accordingly, the Company understands, acknowledges and agrees that the Executive has the right to terminate the Executive's employment with the Company at any time for any reason. Likewise, the Executive understands, acknowledges and agrees that the Company has the right to terminate the Executive's employment with the Company at any time for any reason. If the Executive's employment is terminated prior to a Change in Control and the Executive reasonably demonstrates that such termination (i) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control, or (ii) otherwise occurred in connection with or in anticipation of a Change in Control, then for all purposes of this Agreement, the Executive shall be deemed to have been terminated by the Company following a Change in Control and shall be entitled to the benefits set forth in Section 2(c) hereof.

Section 6. Miscellaneous

    1. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that neither party hereto may assign this Agreement without the prior written consent of the other party. Upon the Executive's death, this Agreement shall inure to the benefit of and be enforceable by the Executive's executors, administrators, representatives, heirs, distributees, devisees, and legatees and all amounts payable hereunder shall be paid to such persons or the estate of the Executive. Because this Agreement is personal in nature, the Executive's right to receive compensation and benefits hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest, or otherwise and, in the event of any attempted assignment or transfer contrary to this subsection, the Company shall have no liability to pay any amounts so attempted to be assigned or transferred.

    2. Waiver; Amendment. No provision or obligation of this Agreement may be waived or discharged unless such waiver or discharge is agreed to in writing and signed by the Company and the Executive. The waiver by any party hereto of a breach of or noncompliance with any provision of this Agreement shall not operate or be construed as a continuing waiver or a waiver of any other or subsequent breach or noncompliance hereunder. Except as expressly provided otherwise herein, this Agreement may be amended, modified, or supplemented only by a written agreement executed by the Company and the Executive.

    3. Headings. The headings in this Agreement have been inserted solely for ease of reference and shall not be considered in the interpretation, construction, or enforcement of this Agreement.

    4. Severability. All provisions of this Agreement are severable from one another, and the unenforceability or invalidity of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions of this Agreement; provided, however, that should any judicial body interpreting this Agreement deem any provision to be unreasonably broad in time, territory, scope, or otherwise, the parties intend for the judicial body, to the greatest extent possible, to reduce the breadth of the provision to the maximum legally allowable parameters rather than deeming such provision totally unenforceable or invalid.

    5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute one and the same agreement.

    6. Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without reference to the choice of law principles or rules thereof. The parties hereto irrevocably consent to the jurisdiction and venue of the state court for the State of Indiana located in Evansville, Indiana, or the Federal District Court for the Southern District of Indiana, Evansville Division, located in Vanderburgh County, Indiana, and agree that all actions, proceedings, litigation, disputes, or claims relating to or arising out of this Agreement shall be brought and tried only in such courts. EACH OF THE PARTIES WAIVES ANY RIGHTS THAT IT MAY HAVE TO BRING A CAUSE OF ACTION IN ANY COURT OR IN ANY PROCEEDING INVOLVING A JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

    7. Entire Agreement. This Agreement constitutes the entire and sole agreement between the Company and the Executive or any other party or parties with respect to the Executive's employment following a Change in Control, and there are no other agreements or understanding either written or oral with respect thereto.

    8. Construction. The rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. Whenever in this Agreement a singular word is used, it also shall include the plural wherever required by the context and vice-versa. All reference to the masculine, feminine, or neuter genders shall include any other gender, as the context requires.

    9. Review and Consultation. The Company and the Executive hereby acknowledge and agree that each (i) has read this Agreement in its entirety prior to executing it, (ii) understands the provisions and effects of this Agreement, (iii) has consulted with such attorneys, accountants, and financial and other advisors as it or he has deemed appropriate in connection with their respective execution of this Agreement, and (iv) has executed this Agreement voluntarily. THE EXECUTIVE HEREBY UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT THIS AGREEMENT HAS BEEN PREPARED BY LEGAL COUNSEL TO THE COMPANY AND THAT HE HAS NOT RECEIVED ANY ADVICE, COUNSEL, OR RECOMMENDATION WITH RESPECT TO THIS AGREEMENT FROM SUCH COUNSEL.

    10. Successors. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, share exchange, combination, or otherwise) to all or substantially all of the business, assets, or voting securities of the Company, by written agreement in form and in substance reasonably satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and extent, and upon the same terms and conditions, that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material intentional breach of this Agreement and shall entitle the Executive to terminate the Executive's employment with the Company pursuant to Section 2(b)(v) hereof. As used in this Agreement, the "Company" shall mean the Company as hereinbefore defined and any successor to its business, assets, or voting securities as aforesaid. The Company as referred to in this Agreement shall also be deemed to include the affiliates of the Company which employ the Executive.

    11. Notices. For purposes of this Agreement, notices, and all other communications provided for herein shall be in writing and shall be deemed to have been given (i) if hand delivered, upon delivery to the party, or (ii) if mailed, two (2) days following deposit of the notice or communication with the United States Postal Service by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive: __________________
__________________
__________________

If to the Company: Old National Bancorp
Attn: General Counsel
P. O. Box 718
Evansville, Indiana
47705

or to such other address as either party hereto may have furnished to the other party in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

IN WITNESS WHEREOF, the parties hereto have entered into, executed, and delivered this Agreement as of the day and year first above written.

 

EXECUTIVE

 

______________________________________

 

OLD NATIONAL BANCORP

 

By:
Allen R. Mounts
Sr. Vice President, Human Resources

 

 

Top of the Document

SEVERANCE AGREEMENT

THIS SEVERANCE AGREEMENT (the "Agreement") is made and entered into this 1st day of January, 2005, by and between Old National Bancorp (including all subsidiaries and affiliates) (the "Company") and Robert G. Jones (the "Executive").

WHEREAS, the Company desires to assure continuity of its management, to enable its executives to devote their full attention to management responsibilities and to help the Board of Directors assess options and advise as to the best interest of the Company and its shareholders without being influenced by the uncertainties of their own situations, and to demonstrate to executives the interests of the Company in their well-being and fair treatment in the event of a termination without cause by the Company; and

WHEREAS, to that end, the Company desires to assure the Executive that he will receive certain benefits in the case of the Executive's termination without cause by the Company.

NOW, THEREFORE, in consideration of the premises contained herein, continued employment on an at-will basis and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive and the Company agree as follows:

    1. Term. The initial term of this Agreement shall begin on January 1, 2005, and continue for a two (2) year period ending December 31, 2006 (the "Term"), unless terminated or extended as hereinafter provided. This Agreement shall be subject to an annual review and may be extended for successive one (1) year terms (each, an "Additional Term") by mutual agreement of the parties; provided the Company shall give the Executive notice of its intent to renew or not renew this Agreement no later than twelve (12) months prior to the expiration of the initial Term or any Additional Term hereunder; and, provided further, if the Company shall fail to so provide said notice, this Agreement shall automatically continue for one (1) additional year (an "Extension Term"). This Agreement shall automatically terminate without notice or payments hereunder if the Executive shall resign, retire, become permanently and totally disabled, or die, or the Company experiences a "Change of Control" as defined in the Change of Control Agreement between the Executive and the Company dated as of January 1, 2005 (the "Change of Control Agreement"). Under no circumstance will the Executive be entitled to benefits under both this Agreement and the Change of Control Agreement. Additionally, this Agreement shall terminate without further notice or payments hereunder if the Company terminates the Executive for Cause (as defined in Section 3(a)(i) hereof).

    2. Termination of Employment; Resignation of Officer and Director Positions. The Executive shall be relieved of any and all responsibilities with the Company, and his employment relationship with the Company will cease and terminate effective upon the Termination Date. The Executive resigns any and all officer, director and other positions with the Company and its affiliates effective upon the Termination Date (as hereinafter defined).

    3. Severance Benefit. (a) Subject to the receipt of the Release contemplated by Section 9 hereof and the expiration of any applicable waiting periods, the Company shall provide the Executive with the benefits set forth in this Section 3 upon any termination of the Executive's employment by the Company which occurs during the Term or any Additional Term or Extension Term for any reason except the following:

        1. Termination for Cause:

"Cause" shall be defined as (A) action by the Executive involving willful misconduct or gross negligence materially injurious to the Company, (B) the requirement or direction of a federal or state regulatory agency having jurisdiction over the Company, (C) conviction of the Executive of the commission of any criminal offense involving dishonesty or breach of trust, or (D) any intentional breach by the Executive of a material term, condition or covenant of this Agreement;

        1. Disability of the Executive, as determined under the policies and procedures of the Company as in effect from time to time. Termination pursuant to this Section 3(a)(ii) shall not affect any rights which the Executive may have under any disability policy or program of the Company;

        2. Voluntary retirement of the Executive in accordance with policies and procedures of the Company in effect from time to time;

        3. Resignation or termination of employment by the Executive except as otherwise may be provided pursuant to Section 3(b) hereof;

        4. In connection with or following a Change of Control as defined in the Change of Control Agreement; provided that the Executive will receive benefits under the Change of Control Agreement or other similar agreement or plan; or

        5. Death of the Executive.

      1. Subject to receipt of the Release contemplated by Section 9 hereof and the expiration of any applicable waiting periods, the Company shall also provide the Executive with the benefits set forth in this Section 3 if, subject to the Company's ability to cure pursuant to Section 3(e), during the Term or any Additional Term or Extension Term the Executive terminates this Agreement no later than ninety (90) days after the happening of one or more of the following events:

        1. Without the express written consent of the Executive, the assignment of the Executive to any duties materially inconsistent with his positions, duties, responsibilities, or status with the Company as of the date hereof or a substantial reduction of his duties or responsibilities, or any removal of the Executive from, or any failure to re-elect the Executive to, any positions held by the Executive as of the date hereof;

        2. A reduction by the Company in the compensation or benefits of the Executive in effect as of the date hereof, or any failure to include the Executive with other similarly situated employees in any incentive, bonus or benefit plans as may be offered by the Company from time to time; or

        3. A requirement that without the consent of the Executive, the Executive be based anywhere other than within fifty (50) miles from his personal residence, except for required travel pertaining to the Company's business in accordance with the Company's management practices in effect from time to time.

c.       Lump Sum Payment. Following receipt by the Company of the Release contemplated by Section 9 hereof and the expiration of any applicable waiting periods, the Company shall pay to the Executive a lump sum single payment, in cash or cash equivalent funds, equal to the Executive's Week of Pay multiplied by one hundred four (104). "Week of Pay" means Compensation divided by fifty-two (52). "Compensation" means, as of the date of the notice of termination, the Executive's annual base salary then in effect, plus the targeted cash incentive that the Executive would have been eligible to receive in the year in which the Termination Date occurs. "Years of Service" means the number of years of Service. A partial year will be rounded up to the next year. Payment of accrued vacation at termination does not extend the Executive's Years of Service. Any lump sum payment hereunder is in addition to monies already owed the Executive by the Company and is in consideration for the covenants set forth in this Agreement and the Release hereunder. Any earned but unpaid portion of the Executive's base salary, at the Executive's then-effective annual rate, through the Termination Date plus any amounts due to the Executive under the accrued vacation program of the Company due to him through the Termination Date shall be paid to the Executive in the next payroll check regardless of whether the Executive delivers the Release.

d.      Other Employee Benefits. Any benefits (other than severance) payable to the Executive due to the termination of his employment shall be paid to the Executive in accordance with the benefit payment provisions of the applicable employee benefit plan.

e.       Notice of Termination. Any termination of the Executive's employment for the reasons set forth in Section 3(a) (except for reason of the Executive's death) or by the Executive for the reasons set forth in Section 3(b) shall be communicated by written "Notice of Termination" by the Company or the Executive, as applicable, delivered in a manner provided in Section 12(f) hereof. Any "Notice of Termination" given by the Executive pursuant to Section 3(b), or given by the Company in connection with a termination as to which the Company believes it is not obligated to provide the Executive with the benefits set forth in this Section 3, shall indicate the specific provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination. The Company shall have thirty (30) days after the receipt of the Notice of Termination given by the Executive pursuant to Section 3(b) to cure the facts and circumstances relied upon by the Executive to terminate this Agreement pursuant to Section 3(b). "Termination Date" for the purposes of this Agreement shall mean the date on which such "Notice of Termination" is given by the Executive or the date set forth as the Termination Date in a Notice of Termination given by the Company.

    1. Non-Solicitation. The Executive agrees that during the Term and for a period of two (2) years following the termination of the Executive's employment for any reason, the Executive shall not, directly or indirectly individually or jointly, (i) solicit in any manner, seek to obtain or service, or accept the business of any party which is a customer of the Company as of the date of the Agreement, for banking, trust, insurance and investment services of the type handled by the Company, (ii) solicit in any manner, seek to obtain or service, or accept the business of any party which is a prospective customer of the Company for banking, trust, insurance and investment services of the type handled by the Company, (iii) request or advise any customers or suppliers of the Company to terminate, reduce, limit or change their business or relationship with the Company, or (iv) induce, request or attempt to influence any employee of the Company to terminate his or her employment with the Company. For purposes of this Agreement, the term "customer" shall mean a person or entity who is a customer of the Company at the time of the Executive's termination of employment or with whom the Executive had direct contact on behalf of the Company at any time during the period of the Executive's employment with the Company. The term "prospective customer" shall mean a person or entity who was the direct target of sales or marketing activity by the Executive or whom the Executive knew was a target of the Company during the one (1) year period preceding the Executive's termination of employment or, in the event the Executive has been employed by the Company less than one (1) year at the Executive's termination of employment, during the period of the Executive's employment with the Company.

    2. Covenant Not to Compete or be Employed by Competitors. The Executive hereby understands and acknowledges that, by virtue of his or her position with the Company, the Executive obtained advantageous familiarity and personal contacts with the Company's customers, wherever located, and the business, operations and affairs of the Company. Accordingly, during the term of this Agreement and for a period of two (2) years following the termination of the Executive's employment for any reason, the Executive shall not, directly or indirectly:

        1. as owner, officer, director, stockholder, investor, proprietor, organizer, or otherwise, engage in the same trade or business as the Company, or in a trade or business competitive with that of the Company; provided, however that the Executive is not restricted from owning more than five percent (5%) of the outstanding securities of any class of any entity that are listed on a national securities exchange or trade in the over-the-counter market; or

        2. as employee, agent, representative, consultant, independent contractor, or otherwise, perform services for or render assistance to or use or permit the Executive's name to be used in connection with any other business, partnership, proprietorship, firm, or competitive entity, organization, or corporation, whose business, services or products are related to, or competitive with, the same trade, business, products, or services as those of the Company; or

        3. offer to provide employment (whether such employment is with the Executive or any other business or enterprise), either on a full-time or part-time or consulting basis, to any person who then currently is, or who within one (1) year prior to such offer or provision of employment has been, an employee of the Company.

The restrictions contained in this paragraph upon the activities of the Executive shall be limited to the following geographic areas:

        1. a fifty (50) mile radius from the following cities: Evansville, Terre Haute, Indianapolis and Muncie in the State of Indiana; Louisville and Owensboro in the State of Kentucky; Danville and Carbondale in the State of Illinois; St. Louis in the State of Missouri; and Clarksville in the State of Tennessee; and

        2. all counties in which the Company has customers or has solicited prospective customers during the one (1) year period prior to the Termination Date.

As of the date hereof, the Company engages in the business of banking, trust, mortgage, title, wealth management, insurance and investment services.

    1. Confidential Information. (a) The Executive agrees (i) that all Confidential Information (as hereinafter defined) is confidential and is the property of the Company, (ii) not to disclose or give possession of any Confidential Information to any person except authorized representatives of the Company, (iii) not to directly or indirectly use any Confidential Information (A) to compete against the Company, or (B) for the Executive's own benefit or for the benefit of any person other than the Company, and (iv) to promptly return to the Company following the termination of the Executive's employment, at the Company's corporate office, all Confidential Information and other property of the Company, including but not limited to, computers, computer disks, electronic data without regard to the means of storage, credit cards, identification cards, badges, keys, and any other physical or personal property belonging to the Company, and any copies, duplicates, reproductions or excerpts of any of the foregoing, even if down loaded or copied to the Executive's personal computer, personal data assistant or other mechanism used for storing information. This Section 6 shall not preclude the Executive from disclosure or use of information known generally in the public domain other than through a breach of this Agreement or from disclosure required by law or court order.

      1. The Executive understands, acknowledges and agrees that, during the course of his or her employment with the Company, the Executive gained and will continue to gain, as a key employee of the Company, substantial information regarding and competitive knowledge of and familiarity with Confidential Information of the Company and that if the Confidential Information were disclosed or the Executive engaged in competition against the Company, the Company would suffer irreparable damage and injury. The Confidential Information derives substantial economic value, among other reasons, from not being known or readily ascertainable by proper means by others who could obtain economic value from its disclosure. The Executive acknowledges and agrees that the Company uses reasonable means to maintain the secrecy of the Confidential Information.

      2. For purposes of this Agreement, the term "Confidential Information" means any and all (i) materials, records, data, documents, writings and information (whether printed, computerized, on disk or otherwise) relating or referring in any manner to the business, operations, affairs, policies, strategies, techniques, products, product developments or customers of the Company which are not generally known or available to the business, trade or industry of the Company or individuals who work therein or which are not otherwise in the public domain, in either case not through a breach of this Agreement, and (ii) trade secrets of the Company (as defined in Indiana Code Section24-2-3-2, as amended, or any successor statute).

    1. Remedies. The Executive agrees that the Company will suffer irreparable damage and injury and will not have an adequate remedy at law in the event of any breach by the Executive of any provision of the Restrictive Covenants (as defined below in Section 8 hereof). Accordingly, in the event of a breach or of a threatened or attempted breach by the Executive of the Restrictive Covenants, in addition to all other remedies to which the Company is entitled under law, in equity, or otherwise, the Company shall be entitled to seek injunctive relief and no bond or other security shall be required in that connection. The Executive acknowledges and agrees that in the event of termination of this Agreement for any reason whatsoever, the Executive can obtain other engagements or employment of a kind and nature similar to that performed for the Company and that the issuance of an injunction to enforce the provisions of the Restrictive Covenants will not prevent the Executive from earning a livelihood. The Restrictive Covenants are essential terms and conditions to the Company entering into this Agreement, and shall be construed as independent of any other provision in this Agreement, or any other agreement between the Executive and the Company. The existence of any claim or cause of action the Executive has against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the Restrictive Covenants.

    2. Periods of Noncompliance and Reasonableness of Periods. The restrictions and covenants contained in Sections 4 and 5 hereof (the "Restrictive Covenants") shall be deemed not to run during all periods of noncompliance, the intention of the parties hereto being to have such restrictions and covenants apply for the full periods specified in Sections 4 and 5 hereof following the termination of the Executive's employment with the Company. The Company and the Executive acknowledge and agree that the restrictions and covenants contained in Sections 4 and 5 hereof are reasonable in view of the nature of the business in which the Company is engaged and the Executive's advantageous knowledge of and familiarity with the business, operations, affairs and customers of the Company. Notwithstanding anything contained herein to the contrary, if the scope of any restriction or covenant contained in Sections 4 and 5 hereof is found by a court of competent jurisdiction to be too broad to permit enforcement of such restriction or covenant to its full extent, then such restriction or covenant shall be enforced to the maximum extent permitted by law.

 

    1. Release. (a) For and in consideration of the foregoing covenants and promises made by the Company, and the performance of such covenants and promises, the sufficiency of which is hereby acknowledged, the Executive agrees to release the Company of any and all changes that the Executive has or may have against the Company prior to the receipt of any benefits under Section 3 hereof by the Executive. Such release shall be substantially in the form attached hereto as Exhibit A (the "Release").

      1. The Executive agrees that the fact and the terms of this Agreement shall be strictly confidential and that the Executive shall not divulge, directly or indirectly, explicitly or implicitly, the fact or terms of this Agreement to any person other than the Executive's spouse, attorney(s) and tax advisor(s) or as otherwise required by law. The Executive further agrees that for purposes of this Section 9, the Executive's spouse, attorney(s) and tax advisor(s) are the Executive's agents and that a breach of these terms of confidentiality by them, or any of them, shall constitute a breach by the Executive.

      2. The "Company and its agents," as used in this Agreement, means the Company, its subsidiaries, affiliated, or related corporations or associations, their predecessors, successors and assigns, and the directors, officers, managers, supervisors, employees, representatives, servants, agents and attorneys of the entities above described, and all persons acting, through, under or in concert with any of them.

    1. No Reliance. The Executive represents and acknowledges that in executing this Agreement, the Executive does not rely and has not relied upon any representation or statement by the Company and its agents, other than the statements which are contained within this Agreement.

    2. No Admissions. This Agreement shall not in any way be construed as an admission by the Company and its agents of any acts of discrimination or other improper conduct whatsoever against the Executive or any other person, and the Company specifically disclaims any liability to or discrimination against the Executive or any other person on the part of itself, its employees or its agents.

    3. Miscellaneous. (a) Further Assurances. Each of the parties hereto shall do, execute, acknowledge, and deliver or cause to be done, executed, acknowledged, and delivered at any time and from time to time upon the request of any other parties hereto, all such further acts, documents, and instruments as may be reasonably required to effect any of the transactions contemplated by this Agreement.

      1. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that neither party hereto may assign this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, this Agreement may be assigned, without the prior consent of the Executive to a successor of the Company (and the Executive hereby consents to the assignment of the Restrictive Covenants under this Agreement to a purchaser of all or substantially all of the assets of the Company or a transferee, by merger or otherwise, of all or substantially all of the businesses and assets of the Company) and, upon the Executive's death, this Agreement shall inure to the benefit of and be enforceable by the Executive's executors, administrators, representatives, heirs, distributees, devisees, and legatees and all amounts payable hereunder shall be paid to such persons or the estate of the Executive.

      2. Waiver; Amendment. No provision or obligation of this Agreement may be waived or discharged unless such waiver or discharge is agreed to in writing and signed by the Company and the Executive. The waiver by any party hereto of a breach of or noncompliance with any provision of this Agreement shall not operate or be construed as a continuing waiver or a waiver of any other or subsequent breach or noncompliance hereunder. Except as expressly provided otherwise herein, this Agreement may be amended, modified, or supplemented only by a written agreement executed by the Company and the Executive.

      3. Headings. The headings in this Agreement have been inserted solely for ease of reference and shall not be considered in the interpretation, construction, or enforcement of this Agreement.

      4. Severability. All provisions of this Agreement are severable from one another, and the unenforceability or invalidity of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions of this Agreement; provided, however, that should any judicial body interpreting this Agreement deem any provision to be unreasonably broad in time, territory, scope, or otherwise, the parties intend for the judicial body, to the greatest extent possible, to reduce the breadth of the provision to the maximum legally allowable parameters rather than deeming such provision totally unenforceable or invalid.

      5. Notice. Any notice, request, instruction, or other document to be given hereunder to any party shall be in writing and delivered by hand, telegram, facsimile transmission, registered or certified United States mail, return receipt requested, or other form of receipted delivery, with all expenses of delivery prepaid, as follows:

If to the Executive:

Robert G. Jones
3114 Tamarack Ct Apt 906
Evansville, IN 47715

If to the Company:

Old National Bancorp
Post Office Box 718
Eansville, Indiana
47705
ATTENTION: General Counsel

g.        

      1. No Counterparts. This Agreement may not be executed in counterparts.

      2. Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without reference to the choice of law principles or rules thereof. The parties hereto irrevocably consent to the jurisdiction and venue of the state courts for the State of Indiana located in Evansville, Indiana, or the United States District Court for the Southern District of Indiana, Evansville Division, located in Vanderburgh County, Indiana, and agree that all actions, proceedings, litigation, disputes, or claims relating to or arising out of this Agreement shall be brought and tried only in such courts. EACH OF THE PARTIES WAIVES ANY RIGHTS THAT IT MAY HAVE TO BRING A CAUSE OF ACTION IN ANY COURT OR IN ANY PROCEEDING INVOLVING A JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

      3. Entire Agreement. This Agreement constitutes the entire and sole agreement between the Company and the Executive with respect to the termination of the Executive's employment and there are no other agreements or understandings either written or oral with respect thereto, except that the Change in Control Agreement shall continue in full force and effect, until otherwise terminated in accordance with its terms. The parties agree that any and all prior severance agreements between the parties have been terminated and are of no further force or effect.

      4. Construction. The rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. Whenever in this Agreement a singular word is used, it also shall include the plural wherever required by the context and vice-versa. All reference to the masculine, feminine, or neuter genders shall include any other gender, as the context requires.

      5. Attorneys' Fees. The prevailing party shall be entitled to reasonable costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) in connection with any legal action to interpret or enforce any provision of this Agreement or for any breach of this Agreement.

      6. Review and Consultation. The Company and the Executive hereby acknowledge and agree that each (i) has read this Agreement in its entirety prior to executing it, (ii) understands the provisions and effects of this Agreement, (iii) has consulted with such attorneys, accountants, and financial and other advisors as it or he or she has deemed appropriate in connection with their respective execution of this Agreement, and (iv) has executed this Agreement voluntarily. THE EXECUTIVE HEREBY UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT THIS AGREEMENT HAS BEEN PREPARED BY COUNSEL FOR THE COMPANY AND THAT THE EXECUTIVE HAS NOT RECEIVED ANY ADVICE, COUNSEL, OR RECOMMENDATION WITH RESPECT TO THIS AGREEMENT FROM THE COMPANY OR ITS COUNSEL.

 

      1. Taxes. All federal, state, local, and other taxes (including, without limitation, interest, fines, and penalties) imposed upon the Executive under applicable law by virtue of or relating to the transactions and the payments to the Executive contemplated by this Agreement shall be paid by the Executive.

Robert G. Jones

BY: /s/ Robert G. Jones________
EXECUTIVE'S SIGNATURE

DATE: 12/21/04

 

Old National Bancorp

BY: /s/ Allen R. Mounts

PRINTED NAME: ALLEN R. MOUNTS

POSITION: SVP, Human Resources

DATE: 1/01/05

Exhibit A

NOTICE

 

Various local, state, and federal laws prohibit employment discrimination based on age, sex, race, color, national origin, religion, handicap, or veteran status. These laws are enforced through the Equal Employment Opportunity Commission (EEOC), the U.S. Department of Labor, the Indiana Civil Rights Commission, and/or any other similar state entity, agency or commission. If you feel that your decision to enter into the attached Release of All Claims was coerced or is discriminatory, you are encouraged to speak with Allen Mounts (812-464-1411) or other appropriate Old National Bancorp officials. You should also discuss the language of this Release of All Claims with a lawyer of your own choosing. In any event, you should thoroughly review and understand the effect of this Release of All Claims before acting on it; therefore, please take this Release of All Claims home and review it. You may take up to twenty-one (21) days before signing this Release of All Claims.

 

 

 

RELEASE OF ALL CLAIMS

FOR VALUABLE CONSIDERATION, including the payment to the Executive of certain severance benefits, the Executive hereby makes this Release of All Claims (the "Release") in favor of Old National Bancorp (including all subsidiaries and affiliates) (the "Company") and its agents as set forth herein.

    1. The Executive releases, waives and discharges the Company and its agents (as defined below) from all rights and claims arising out of the Executive's employment relationship with the Company that are known or might be known on the date of the execution of this Release including but not limited to, discrimination claims based on age, race, sex, religion, national origin, disability, veterans status or any other claim of employment discrimination including claims arising under The Civil Rights Act of 1866, 42 U.S.C. Section 1981; Title VII of the Civil Rights Act of 1964; the Americans with Disabilities Act; the Age Discrimination in Employment Act of 1967; the Federal Rehabilitation Act of 1973; the Older Workers' Benefits Protection Act; the Employee Retirement Income Security Act of 1974; the Indiana Civil Rights Act, the Indiana Wage Payment and Wage Claims Acts, any Federal or State wage and hour laws and all other similar Federal or State statutes; and any and all tort or contract claims, including, but not limited to, breach of contract, breach of good faith and fair dealing, infliction of emotional distress, or wrongful termination or discharge.

    2. The Executive further acknowledges that the Company has advised the Executive to consult with an attorney of the Executive's own choosing and that the Executive has had ample time and adequate opportunity to thoroughly discuss all aspects of this Release with legal counsel prior to executing this Release.

    3. The Executive agrees that the Executive is signing this Release of his or her own free will and is not signing under duress.

    4. In the event the Executive is forty (40) years of age or older, the Executive acknowledges that the Executive has been given a period of twenty-one (21) days to review and consider a draft of this Release in substantially the form of the copy now being executed, and has carefully considered the terms of this Release. The Executive understands that the Executive may use as much or all of the twenty-one (21) day period as the Executive wishes prior to signing, and the Executive has done so.

    5. In the event the Executive is forty (40) years of age or older, the Executive has been advised and understands that the Executive may revoke this Release within seven (7) days after acceptance. ANY REVOCATION MUST BE IN WRITING AND HAND-DELIVERED TO:

Old National Bancorp
Attn: General Counsel
One Main Street
Evansville, Indiana
47708

NO LATER THAN BY CLOSE OF BUSINESS ON THE SEVENTH (7TH) DAY FOLLOWING THE DATE OF EXECUTION OF THIS RELEASE.

    1. The "Company and its agents," as used in this Release, means the Company, its subsidiaries, affiliated or related corporations or associations, their predecessors, successors and assigns, and the directors, officers, managers, supervisors, employees, representatives, servants, agents and attorneys of the entities above described, and all persons acting, through, under or in concert with any of them.

    2. The Executive agrees to speak well of and refrain from voicing any criticism of the Company and its agents. The Company agrees to refrain from providing any information to third parties other than confirming dates of employment and job title, unless the Executive gives the Company written authorization to release other information or as otherwise required by law. With respect to the Company, this restriction pertains only to official communications made by the Company's directors and/or officers and not to unauthorized communications by the Company's employees or agent. This restriction will not bar the Company from disclosing the Release as a defense or bar to any claim made by the Executive in derogation of this Release.

PLEASE READ CAREFULLY BEFORE SIGNING. THIS RELEASE CONTAINS A RELEASE AND DISCHARGE OF ALL KNOWN AND UNKNOWN CLAIMS AGAINST THE COMPANY AND ITS AGENTS EXCEPT THOSE RELATING TO THE ENFORCEMENT OF THIS RELEASE OR THOSE ARISING AFTER THE EFFECTIVE DATE OF THIS RELEASE.