Unassociated Document


    Exhibit
10.1

    First
Financial Bancorp

    


    2010
Annual Short-Term Incentive (STI) Plan Summary

    


    Purpose:  As a key
component of First Financial Bancorp’s (FFBC) competitive total rewards package,
the STI Plan is designed to attract, retain and motivate skilled associates,
align them with the performance objectives of the Bank and provide an
opportunity for all associates to share in the company’s
success.  This pay for performance approach to incentives increases
the value of FFBC and drives shareholder returns.

     

    Participants:  All regular
(non-temporary) associates of First Financial Bancorp or its
subsidiaries.

     

    Award
Opportunities:  Target Award
Opportunities will be assigned based on market median award levels, by position,
expressed as a percentage of actual base salary paid for the performance year
for all participants (minimum of 3%).  Actual awards may range from 0%
to a maximum of 200% of the Total Award Opportunity based on financial, risk
management and other performance measures.

     

    Performance
Period:  Calendar/fiscal
year, beginning on January 1, 2010.

     

    Performance
Categories and Measures:  FFBC Performance
Measures reflect an appropriate balance of financial results as compared to peer
company performance (defined as publicly traded bank holding company data for
banks in similar markets and with comparable asset size), risk management
metrics, and performance against FFBC’s Strategic Imperatives and other measures
as determined by the Risk and Audit Committees of the Board.

     

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                2010

                                Performance
      Categories

                                and
      Measures

                              	
                                Executive
      Management Team (EMT)

                              	
                                General
      STI Participants

                              	
                                Chief
      Risk Officer

                              	
                                Chief
      Internal Auditor

                              
	
                                1. Financial
      Performance vs. Peer

                                · Total
      Shareholder Return

                                · ROA

                                · Credit
      Quality

                              	
                                 

                                 

                                X*

                                X*

                                X*

                              	
                                 

                                 

                                 

                                X

                                X

                              	
                                 

                                 

                                X*

                                X*

                                X*

                              	
                                 

                                 

                                X*

                                X*

                                X*

                              
	
                                2. Enterprise
      Risk Management Performance

                                · Achievement
      of ERM process and structure objectives

                                · Results
      of ERM activities

                              	
                                 

                                 

                                X

                                 

                                 

                                X

                              	 
      	
                                 

                                 

                                X

                                 

                                 

                                X

                              	
                                 

                                 

                                X

                                 

                                 

                                X

                              
	
                                3. Other

                              	
                                Assessment
      of results against other strategic imperatives:

                                · Process
      Improvement

                                · Revenue
      Growth

                                · Credit
      Quality Improvement

                                · Employer
      of Choice

                              	
                                TBD
      by

                                Risk
      Committee

                              	
                                TBD
      by

                                Audit
      Committee

                              


                      

                    

                  

                

              

            

          

        

      

    

    *
Financial performance will be assessed on a 3-year look-back basis for EMT
participants.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    At the
end of the Performance Period, the Compensation Committee will be provided with
quantitative data and other information to assist in making a determination of
performance.  While the Committee will be heavily guided by
performance against predefined metrics, the final determination will not be
formulaic.  Discretion will be used to determine the final award
payments, taking into account other considerations impacting
performance.

     

    
      	
              1.  

            	
              Financial Performance –
      Financial Performance will be the primary driver of STI payout levels, but
      may be modified by performance in the Risk Management and Other
      Performance Categories.

            


    

     

    
      	
              ·  

            	
              The
      payout for FFBC financial results falling below the 25th
      percentile of peer company performance will be 0%.  A maximum
      payout (200% of the Target Award Opportunity) will be considered for
      performance at or above the top quartile (75th
      percentile) of the peer group.   Judgment will be used to
      interpolate performance when results fall between established performance
      levels.

            


    

     

    
      	
              ·  

            	
              EMT
      Participants - The calculation of incentive for EMT members will be based
      on a comparison to peer company performance over the plan year and the two
      years prior.   This measurement will be based on
      performance over the entire 3-year period (not each year
      individually).

            


    

     

    
      	
              2.  

            	
              Enterprise Risk Management
      Performance (This category applies only to EMT participants) - The
      Compensation and Risk Management Committees of the Board, with input from
      management, will assess performance and results against ERM objectives to
      determine a payout factor (0% to 100%) for awards indicated under the
      financial performance component of the plan for this group of
      participants.

            


    

     

    
      	
              3.  

            	
              Other
      Performance

            


    

     

    
      	
              ·  

            	
              The
      FFBC Compensation Committee, with information provided by management, will
      assess performance against the organization’s Strategic Imperatives to
      determine final payout levels under the plan for all
      participants.

            


    

     

    
      	
              ·  

            	
              Separate
      measures for the Chief Risk Officer and Chief Auditor may be considered by
      the Risk Management and Audit Committees of the Board,
      respectively.

            


    

     

    In
total, the STI payout may not exceed 200% of the Target Award
Opportunity.

     

    Award
Payments:  STI payouts will be made in cash to Participants as
soon as practicable following the close of each fiscal/performance year, but in
no event later than March 15 following the close of each fiscal year; however,
no payment will be made until results are audited and approved by the FFBC
Compensation Committee.  Notwithstanding the above, with respect to
“Senior Executive Officers,” any incentive payment during the TARP Period (as
defined herein) will be paid in restricted stock and comply with the applicable
requirements of law and regulation.

     

    In the
event a payout exceeds 100% of target, EMT participants will receive the amount
that exceeds 100% in restricted stock.

     

    Participants
employed for a portion of 2010 will receive a pro-rata payout based on actual
base salary paid for the year. All payouts under the plan are subject to
withholding, where applicable, for federal, state and local taxes.

     

    Clawbacks: In the event (a) FFBC is
required to prepare an accounting restatement due to the material noncompliance
of FFBC with any financial reporting requirement under the securities laws
during the Performance Period as a result of misconduct, or (b) the Committee
determines that senior management has taken risks that jeopardize the safety and
soundness of the company, the members of the EMT shall reimburse FFBC for any
award under the STI.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    In addition, during the period FFBC was subject to the laws and
regulations applicable to recipients under the Troubled Assets Relief Program –
Capital Purchase Program (TARP Period), senior executive officers and the next
highly compensated associates are subject to clawback based on statements of
earnings, gains or other criteria during the TARP Period that are later proven
to be materially inaccurate

     

    Risk
Management: The
2010 Annual STI Plan design has been reviewed by the Compensation and Risk
Committees of the Board, which have determined that the design does not incent
behavior that could jeopardize the safety and soundness of the
organization.  In particular, the 2010 Annual STI Plan
design:

     

    
      	
              ·  

            	
              Appropriately
      balances risk and reward

            


    

     

    
      	
              ·  

            	
              Is
      compatible with effective controls and risk
  management

            


    

     

    
      	
              ·  

            	
              Is
      supported by strong corporate governance, including active oversight by
      the Board of Directors

            


    

     

    Employment
Requirement:  To be eligible to
receive payment of an Award, the Participant must have remained in the
continuous employ of the Company or its subsidiaries through the end of the
applicable Performance Period and until the time of payout.

     

    Administration:  The Plan will be
approved by the FFBC Compensation Committee (Committee) and administered by
FFBC’s CEO and Senior Human Resources Officer.  The Committee shall
adopt such rules and regulations as it may deem appropriate in order to carry
out the purpose of the plan.  All questions of interpretation,
administration and application of this plan shall be determined by a majority of
the members of the Committee then in office, except that the Committee may
authorize any one or more of its members, or any officer of the Company, to
execute and deliver documents on behalf of the Committee.  The
determination of the majority shall be final and binding in all matters relating
to the plan.  The Committee shall have authority to determine the
terms and conditions of the awards granted to eligible associates. The Plan may be
amended or discontinued at any time at the election of the Committee, provided
that no amendment will reduce the rights of Participants during the current
performance year.

     

    No Rights
to Awards or Continued Employment:  No associate of
FFBC or any of its subsidiaries shall have any claim to receive awards under the
plan.  Neither the plan nor any action taken under the plan shall be
construed as giving any associate any right to be retained by FFBC or any
subsidiary of FFBC.

     

    Source of
Payments:  To the extent any
person acquires any rights to receive payments hereunder from FFBC or any of its
subsidiaries, such rights shall be no greater than those of an unsecured
creditor.

     

    Prohibited
or Unenforceable Provisions:  Any provision of
this plan that is prohibited or unenforceable shall be ineffective to the extent
such prohibition or unenforceability without invalidating the remaining
provision of the plan, including but not limited to those prohibitions during
the TARP Period.

     

    Section
162(m) Provisions:  Any awards under
the plan shall be subject to the applicable restrictions imposed by Code Section
162(m) and the U.S. Department of Treasury regulations promulgated thereunder,
notwithstanding any other provisions of the plan to the contrary.

     

    Governing
Law:  The plan and all
rights and awards hereunder shall be construed in accordance with and governed
by the laws of the State of Ohio.

     

    Approval
Date:  The plan was
approved by the FFBC Compensation Committee on October 25, 2010.

     

    
      
        
        

      

      
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