Exhibit 10.2


 


Execution Version


 


[FMBI Letterhead]


 


May 30, 2021


 


Mark G. Sander 


At the address on file with the Corporation


 


Dear Mark:


 


Reference is made to the Agreement
and Plan of Merger, dated as of May 30, 2021, between First Midwest Bancorp, Inc. (the “Corporation”) and
Old National Bancorp (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Merger
Agreement”), your Employment Agreement, dated as of January 18, 2019, by and between you and the Corporation (your “Employment
Agreement”) and your Confidentiality and Restrictive Covenants Agreement, dated as of January 18, 2019, by and between
you, the Corporation and First Midwest Bank (your “CCR Agreement”). Capitalized terms used and not otherwise defined
herein have the respective meanings ascribed to them in the Merger Agreement, except as otherwise noted.


 


As you are aware, the Merger
Agreement contemplates that, as of the Closing Date, you will no longer serve as a director of the Board of Directors of the Corporation
(the “Board”) but will serve as President and Chief Operating Officer of the Surviving Corporation, reporting directly
to the Chief Executive Officer.


 


This letter agreement confirms to you, and you agree
that your Employment Agreement and CCR Agreement shall be amended as follows:


 


Annual
Compensation. Your annual compensation for service with the Surviving Corporation shall be established by the Compensation
Committee of the Surviving Corporation but shall be no less than your annual compensation immediately prior to the Closing Date. In the
event of a termination of employment without Cause (as defined in your Employment Agreement) or resignation for Good Reason (as defined
in your Employment Agreement, but subject to the section entitled “Waiver of Good Reason” below) after the Closing Date,
you will be eligible for severance under Section 8 of your Employment Agreement (it being understood you will only be eligible for
severance under Section 8(c) of your Employment Agreement in the event a subsequent Change in Control (as defined in your Employment
Agreement) occurs after the Closing Date). You will also continue to be eligible to receive the post-employment health benefits coverage
as contemplated by Section 6(c) of your Employment Agreement upon any termination of employment.


 


Retention
Bonus. You will be granted a cash-based retention award equal to $3.55 million (the “Retention Bonus”).
The Retention Bonus will be paid fifty percent (50%) on the first anniversary of the Closing Date and fifty percent (50%) on the second
anniversary of the Closing Date, commencing on the Closing Date, subject only to your continued employment with the Surviving Corporation.
The unpaid portion of your Retention Bonus will be paid to you in a lump sum in full upon (1) early termination of service by the
Corporation without Cause (as defined in your Employment Agreement) or due to your death or disability (as determined under your Employment
Agreement) or (2) a resignation by you for Good Reason (as defined in your Employment Agreement, but subject to the section entitled
 “Waiver of Good Reason” below).


 






    


     


    

 





Outstanding
Equity Awards. Your Corporation equity awards will be converted into equity awards of the Surviving Corporation as set forth
in Section 1.8 of the Merger Agreement. Upon (1) early termination of service by the Corporation without Cause (as defined
in your Employment Agreement) or due to death or disability (as determined in your Employment Agreement) or (2) a resignation by
you for Good Reason (as defined in your Employment Agreement, but subject to the section entitled “Waiver of Good Reason”
below), any of your unvested equity awards of the Corporation that were outstanding on the Closing Date will accelerate and vest in full.



 


Waiver
of Good Reason. You acknowledge and agree that your removal from the role of director of the Board and any other changes in
your responsibilities and/or duties at the Closing Date will not constitute Good Reason under your Employment Agreement.


 


Restrictive
Covenants. You further agree that, in consideration of the compensation to be paid to you under this letter agreement, Section 3.4(b) of
your CCR Agreement shall be amended to eliminate the words “was staffed with at least 15 employees engaged in banking or other
financial services”. You acknowledge and recognize the highly competitive nature of the Corporation’s business, that access
to confidential information renders you special and unique within the Corporation’s industry, and that you have had the opportunity
to develop substantial relationships with existing and prospective clients, accounts, customers, consultants, contractors, investors,
and strategic partners of the Company during the course of and as a result of your employment with the Corporation. In light of and in
consideration for the foregoing, and in consideration of the compensation provided under this letter agreement, you acknowledge and agree
that amended restriction set forth in above is reasonable and valid in duration and geographic scope and in all other respects and is
essential to protect the value of the business and assets of the Corporation. You further acknowledge that such restriction will not
materially interfere with your ability to earn a living following the Closing Date.


 


Miscellaneous.
Except as set forth above, the terms of your Employment Agreement and CCR Agreement remain in full force and effect (it being understood
that you will remain eligible to participate in the various retirement, welfare, fringe benefit, perquisites and expense reimbursement
plans, benefit plans, programs and arrangements of the Corporation that you participate in as of the Closing Date, subject to any amendments
thereto or replacements thereof).


 


The effectiveness of this letter
agreement shall be conditioned upon the Closing. In the event that the Merger Agreement terminates prior to Closing, this letter agreement
shall be void ab initio.


 


[Signature Pages Follow]


 






    


     


    

 


	 	Sincerely,
	 	 
	 	FIRST MIDWEST
    BANCORP, INC.
	 	 
	 	/s/
    Michael L. Scudder
	 	By: 	Michael L. Scudder
	 	Title:
	Chairman of the Board and Chief

 Executive Officer



 


AGREED AND ACCEPTED: 


	EXECUTIVE	 
	 	 
	/s/
    Mark G. Sander	 
	Mark G. Sander	 


 


[Signature Page to Letter Agreement]