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: August 22, 2006
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FIRST FINANCIAL BANCORP.
(Exact name of registrant as specified in its charter) |
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Ohio
(State or other jurisdiction
of incorporation)
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0-12379
(Commission File Number)
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31-1042001
(IRS Employer
Identification No.) |
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300 High Street
Hamilton, Ohio
(Address of principal
executive offices)
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45011
(Zip Code) |
Registrant’s telephone number, including area code: (513) 867-5447
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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. |
Item 1.01 Entry into a Material Definitive Agreement.
On August 22, 2006, First Financial Bancorp (the “Company”) entered into an Amended and Restated
Employment and Non-Competition Agreement (the “Amended Agreement”) with Claude E. Davis, president
and chief executive officer of First Financial Bancorp. The Company and Mr. Davis first entered
into an Employment and Non-Competition Agreement on September 21, 2004 (the “Original Agreement”)
(which Original Agreement was filed as Exhibit 10.1 to the Form 8-K filed September 24, 2004).
The following is a brief description of the revised material terms and conditions of Mr. Davis’s
employment under the Amended Agreement, a copy of which is attached as Exhibit 10.1 to this Form
8-K.
Mr. Davis annual base salary will be $450,000 (“Base Salary”). Mr. Davis will continue to be
eligible to participate and receive additional compensation under the Company’s bonus plans. Mr.
Davis will also continue to receive additional bonuses of $33,000 on each of the first three
anniversaries of his commencement of employment with the Company (the “Additional Bonuses”).
If Mr. Davis’s employment is terminated by the Company without Cause (as defined in the Amended
Agreement), by the Company if Mr. Davis is under a Long-Term Disability (as defined in the Amended
Agreement), or by Mr. Davis for Good Reason (as defined in the Amended Agreement), Mr. Davis will
be entitled to receive:
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(1) |
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compensation equal to 24 months of his Base Salary, |
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(2) |
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a termination bonus equal to twice the target payment under the Company’s Short Term
Bonus Plan for the calendar year in which the termination occurred, |
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(3) |
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any Additional Bonuses not yet paid under the Amended Agreement, and |
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(4) |
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if the termination occurs within 12 months of a Change in Control, Mr. Davis will
receive a payment equal to the present value of the death benefit he would have received
under the Employee Split Dollar Agreement assigned to Mr. Davis determined as if Mr. Davis
died at age 75. |
Following any termination, should Mr. Davis elect COBRA coverage, the Company shall pay the
premiums for the first 12 months of such coverage. Mr. Davis shall also be entitled to executive
outplacement assistance with an agency selected by the Company in an amount not to exceed 5% of Mr.
Davis’s Base Salary.
In the event the receipt of any payment under the Amended Agreement, in combination with any other
payments to Mr. Davis from the Company, will result in the payment by Mr. Davis of any excise tax
under Section 280G and Section 4999 of the Internal Revenue Code, the Company will pay to Mr. Davis
an additional amount equal to the amount of such excise tax and the additional federal, state and
local income taxes for which Mr. Davis will be liable as a result of this additional payment.