Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): December 28, 2010
FIRST
FINANCIAL BANCORP.
(Exact
name of registrant as specified in its charter)
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Ohio
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31-1042001
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
employer
identification
number)
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Commission
file number: 000-12379
201
East Fourth Street, Suite 1900, Cincinnati, Ohio 45202
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (513) 979-5837
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Form
8-K
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First
Financial Bancorp.
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Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e) In
connection with the review of its executive compensation arrangements by the
Compensation Committee of the Board of Directors of First Financial Bancorp.
(the “Company”) in October 2010, the Compensation Committee proposed a new form
of named executive officer employment agreement and, effective January 1, 2011,
the Company entered into new employment agreements (the “Replacement
Agreements”) with each of the following named executive officers of the
Company: Claude E. Davis, Chief Executive Officer; C. Douglas
Lefferson, Chief Banking Officer; J. Franklin Hall, Chief Financial Officer;
Gregory A. Gehlmann, Corporate General Counsel; and Samuel J. Munafo, Chief
Commercial Banking Officer. Upon entering into the Replacement
Agreements, the employment agreements described in the Company’s proxy statement
for its annual meeting of shareholders dated April 15, 2010 were terminated and
superseded by the Replacement Agreements.
The
Replacement Agreements provide for a term commencing on January 1, 2011 and
ending on April 30, 2012, which term will automatically extend for consecutive
additional one-year periods unless either party gives at least 90 days written
notice prior to a scheduled expiration date that the term will not
renew. Upon a change in control of the Company, the term of the
Replacement Agreements will be two years from the completion of the change in
control transaction.
Pursuant
to the Replacement Agreements, each of the executives will continue to serve in
the position that the executive held prior to entering into the agreement, as
identified above. Note that on November 30, 2010, Mr. Lefferson’s
title changed from EVP, Chief Operating Officer to EVP, Chief Banking Officer
and Mr. Munafo’s title changed from EVP, Banking Markets to EVP, Chief
Commercial Lending Officer. The Replacement Agreements provide that
each executive will be entitled to receive an annual base salary at the rate
applicable prior to entering into the agreement. In addition, each
executive will be eligible to be awarded an annual short-term bonus and an
annual long-term incentive award, as determined by the Compensation Committee,
with target short- and long-term award opportunities equal to a percentage of
the executive’s base salary. Each executive’s base salary, annual
short-term bonus target percentage, and long-term incentive opportunity remained
unchanged from as previously reported in a Current Report on Form 8-K filed by
the Company on April 30, 2010.
In
addition, while employed, each executive is eligible to participate in the
employee benefits plans that are offered generally to the Company’s other
executive officers, subject to the terms and conditions of the applicable
plan.
The
Replacement Agreements provide certain benefits to the executives if the Company
terminates the executive’s employment without “cause" or the executive resigns
his employment with "good reason" (as such terms are defined the Replacement
Agreements). Upon such a termination of employment, the executive
would receive the following payments and benefits: (1) earned and
unpaid base salary and vacation pay through the date of termination, (2)
continued payment of base salary for 24 months, (3) an amount equal to two times
the executive’s target bonus amount, (4) outplacement assistance at the
Company’s expense (at a cost of up to 5% of the executive’s base salary), (5) up
to twelve months of COBRA premium payment contributions from the Company, and
(6) other benefits to which the executive is entitled under the terms of the
Company’s benefit plans (other than severance benefits). The
severance payments and benefits are subject to the executive’s execution and
non-revocation of a release of claims against the Company and its affiliates and
continued compliance with the restrictive covenants described
below.
The
Replacement Agreements provide that, in the event that any of the payments or
benefits provided under the agreements or otherwise would constitute an “excess
parachute payment” (as defined in Section 280G of the Internal Revenue Code of
1986, as amended (the “Code”)), the payments or benefits under the agreements
will be reduced to the maximum level that would not result in an excise tax
under Section 4999 of the Code, if such reduction would cause the executive to
retain an after-tax amount in excess of what would be retained if no reduction
were made. The prior agreements with each of the executives (other
than Messrs. Munafo and Gehlmann) provided for a tax gross-up for any excise tax
and related taxes on change of control payments and benefits that were
considered “excess parachute payments” under the Code.
Under the
Replacement Agreements, each executive is restricted from revealing confidential
information of the Company and disparaging the Company. In addition,
for six months (one year for Mr. Davis) following termination of employment
(other than upon termination for cause for the executives other than Mr. Davis),
the executive may not compete with the Company and, for two years following
termination of employment, the executive may not solicit the Company’s clients
or solicit or hire the Company’s employees.
The
foregoing description of the Replacement Agreements is qualified in its entirety
by reference to the Replacement Agreements, which are filed as Exhibits 10.1,
10.2, 10.3, 10.4 and 10.5 hereto, and are incorporated herein by
reference
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10.1
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Employment
and Non-Competition Agreement between First Financial Bancorp and Claude
E. Davis, President and Chief Executive Officer dated December 28,
2010
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10.2
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Employment
and Non-Competition Agreement between First Financial Bancorp and C.
Douglas Lefferson, Executive Vice President and Chief Banking Officer
dated December 31, 2010
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10.3
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Employment
and Non-Competition Agreement between First Financial Bancorp and J.
Franklin Hall, Executive Vice President and Chief Financial Officer
dated January 1, 2011
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10.4
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Employment
and Non-Competition Agreement between First Financial Bancorp and Gregory
A. Gehlmann, Executive Vice President and Corporate General Counsel dated
December 31, 2010
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10.5
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Employment
and Non-Competition Agreement between First Financial Bancorp and Samuel
J. Munafo, Executive Vice President and Chief Commercial Banking Officer
dated December 29, 2010
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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FIRST
FINANCIAL BANCORP.
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By:
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/s/
Gregory A. Gehlmann
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Gregory
A. Gehlmann
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Executive
Vice President and
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Corporate
General Counsel
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Date: January
3, 2010
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Form
8-K
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First
Financial Bancorp.
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Exhibit
Index
Exhibit
No. Description
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10.1
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Employment
and Non-Competition Agreement between First Financial Bancorp and Claude
E. Davis, President and Chief Executive Officer
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10.2
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Employment
and Non-Competition Agreement between First Financial Bancorp and C.
Douglas Lefferson, Executive Vice President and Chief Banking
Officer
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10.3
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Employment
and Non-Competition Agreement between First Financial Bancorp and J.
Franklin Hall, Executive Vice President and Chief Financial
Officer
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10.4
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Employment
and Non-Competition Agreement between First Financial Bancorp and Gregory
A. Gehlmann, Executive Vice President and Corporate General
Counsel
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10.5
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Employment
and Non-Competition Agreement between First Financial Bancorp and Samuel
J. Munafo, Executive Vice President and Chief Commercial Banking
Officer
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