2. Base Compensation. The Company agrees to pay the Employee during the term of this Agreement a base salary atthe rate of $500,074.10 per annum, payable in cash not less frequently than monthly. Such basesalary shall be effective and calculated commencing as of the Effective Date. The Company mayconsider and declare from time to time increases in the base salary it pays the Employee. Prior toa Change in Control (as hereinafter defined), the Company may also declare decreases in the basesalary it pays the Employee if the operating results of the Company are significantly lessfavorable than those for the fiscal year ending December 31, 2009, and the Company makes similardecreases in the base salary it pays to otherexecutive officers of the Company. After a Change in Control, the Company shall consider anddeclare salary increases in base salary based upon the following standards:(a) Inflation;(b) Adjustments to the base salaries of other senior management personnel;(c) Past performance of the Employee; and(d) The contribution which the Employee makes to the business and profits of theCompany during the term of this Agreement.3. Bonuses. The Employee shall participate in any year-end bonus granted to other employees. TheEmployee shall further participate in an equitable manner with all other senior managementemployees of the Company in any discretionary bonuses that the Company may award from time to timeto senior management employees. No other compensation provided for in this Agreement shall bedeemed a substitute for the Employee’s right to participate in such discretionary bonuses.4. Benefits.(a) Participation in Retirement, Medical and Other Benefit Plans. During theterm of this Agreement, the Employee shall be eligible to participate in the followingbenefit plans; group hospitalization, disability, health, dental, sick leave, retirement,supplemental retirement, pension, 401(k), employee stock ownership plan, and all otherpresent or future qualified and/or nonqualified plans provided by the Company generally, orto executive officers of the Bank or the Corporation, which benefits, taken as a whole, mustbe at least as favorable as those in effect on the Effective Date, unless the continuedoperation of such plans or changes in the accounting, legal or tax treatment of such planswould adversely affect the Company’s operating results or financial condition in a materialway, and the Company concludes that modifications to such plans are necessary to avoid suchadverse effects and such modifications apply consistently to all employees participating inthe affected plans. In addition, the Employee shall be eligible to participate in anyfringe benefits which are or may become available to the Company’s senior managementemployees, including, for example, any stock option or incentive compensation (including,but not limited to the First Financial Corporation 2011 Omnibus Equity Incentive Plan (“2011Omnibus Plan”)) or performance-based plans, any insurance programs (including, but notlimited to, any group and executive life insurance programs), and any other benefits whichare commensurate with the responsibilities and functions to be performed by the Employeeunder this Agreement. All the employee benefits referenced in this subsection 4(a) arecollectively referred to hereinafter as “Employee Benefits.”
 
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(b) Benefits After Retirement. Upon retirement of the Employee at or afterattaining age 65 (“Retirement Age”), during the term of this Agreement, the Company agreesto continue, at no greater cost to Employee than is generally allocated to all employees,full coverage for the Employee, his spouse and his children living in his household underthe health, life and disability plans as adopted by the Company whichshall be no less favorable than those in effect on the Effective Date of thisAgreement. The Company agrees to continue such health coverage until both the Employee andhis spouse are eligible for coverage by Medicare. When both the Employee and his spousebecome eligible for Medicare coverage, the Company agrees to pay for supplemental coverage,at the best level available, for both the Employee and his spouse until the death of theEmployee and his spouse. The Employee shall be entitled to a life insurance policy on hislife, provided at the Company’s cost, in the maximum amount established by the Company’sgroup life insurance plan from time to time which amount shall be no less than the limit onthe Effective Date of three times his annual salary (subject to a $350,000 maximum). TheEmployee shall also be entitled to an additional life insurance policy on his life in theamount established by the Company’s insurance program for executive officers from time totime. The Company shall continue to pay to the Employee the annual premiums, which arerequired to keep the life insurance policy in force, on behalf of the Employee pursuant tothe Company’s insurance program for executive officers.(c) Expenses and Membership. The Employee shall be reimbursed for allreasonable out-of-pocket business expenses which he shall incur in connection with hisservices under this Agreement, upon substantiation of such expenses in accordance with thepolicies of the Company. In addition, the Employee shall be reimbursed for all reasonableout-of-pocket expenses incurred by him to satisfy his continuing legal educationrequirements for his license to practice law in the State of Indiana. So long as theEmployee is employed by the Company pursuant to this Agreement, the Employee shall beentitled to continue his memberships in the American, Indiana and Terre Haute BarAssociations, the American Association for Justice, the Indiana Trial Lawyers Associationand the Country Club of Terre Haute, and the Company shall continue to pay or reimburse theEmployee for the dues and assessments for such memberships.(d) Automobile. So long as the Employee is employed by the Company pursuant tothis Agreement, the Employee shall be entitled to continue to use a Company-owned automobileof commensurate quality and value as that used by him on the same terms and conditions ineffect with respect to such use on the Effective Date of this Agreement. The Company shallprovide and pay the premiums for full insurance coverage on the automobile. Such insurancecoverage shall be no less than the coverage provided on the Effective Date of thisAgreement. The Company shall also pay for the cost of operation, maintenance and repair ofthe automobile. All benefits referenced in this subsection 4(d) are collectively referredto hereinafter as “Automobile Benefits.”(e) Vacation, Sick Leave and Disability. The Employee shall be entitled to 30days vacation annually and shall be entitled to the same sick leave and disability leave asother executive employees. The Employee shall not receive any additional compensation onaccount of his failure to take a vacation or sick leave, and the Employee shall notaccumulate unused vacation or sick leave from one fiscal year to the next, except in eithercase to the extent authorized by the Company or permitted for other executive employees.
 
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In addition to the aforesaid paid vacations, the Employee shall be entitled, withoutloss of pay, to absent himself voluntarily from the performance of his employment withthe Company for such additional periods of time and for such valid and legitimatereasons as the Company may determine and to attend the continuing legal education seminarscontemplated by subsection 4(c) hereof. Further, the Company may grant to the Employee aleave or leaves of absence, with or without pay, at such time or times and upon such termsand conditions as the board of directors of the Bank or the Company in its discretion maydetermine.(f) Other Policies. All other matters relating to the employment of theEmployee not specifically addressed in this Agreement shall be subject to the generalpolicies regarding executive employees of the Company as in effect from time to time.5. Term of Employment. The Company hereby employs the Employee, and the Employee hereby accepts such employmentunder the terms of this Agreement, for the period commencing on the Effective Date and ending 36months thereafter (or such earlier date as is determined in accordance with Section 8).Additionally, on each annual anniversary of the Effective Date, the Employee’s term of employmentshall be extended for an additional one-year period beyond the then effective expiration date,unless the boards of directors of the Bank and the Corporation determine in a duly adoptedresolution that this Agreement shall not be extended. Only those disinterested members of theboards of directors of the Bank and the Corporation shall discuss and vote on any proposedresolution not to extend this Agreement. The initial term of this Agreement and all extensionsthereof are hereinafter referred to individually and collectively as the “Term.”6. Covenants.(a) Loyalty.(i) During the period of his employment hereunder and except for illnesses,reasonable vacation periods, and reasonable leaves of absence, the Employee shalldevote all of his full business time, attention, skill and efforts to the faithfulperformance of his duties hereunder; provided, however, from time to time, theEmployee may serve on the boards of directors of, and hold any other offices orpositions in, companies or organizations, and may perform legal services eitherdirectly or as a result of an of counsel or analogous position with a law firm forclients which will not present any conflict of interest with the Bank or theCorporation or any of their subsidiaries or affiliates, or unfavorably affect theperformance of Employee’s duties pursuant to this Agreement, or will not violate anyapplicable statute or regulation. “Full business time” is hereby defined as thatamount of time usually devoted to like companies by similarly situated executiveofficers. During the term of his employment under this Agreement, the Employeeshall not engage in any business or activity contrary to the business affairs orinterests of the Company, or be gainfully employed in any other position or jobother than as provided above.(ii) Nothing contained in this Section shall be deemed to prevent or limit theEmployee’s right to invest in the capital stock or other securities of anybusiness dissimilar from that of the Company, or, solely as a passive orminority investor, in any business.
 
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(b) Nonsolicitation. The Employee hereby understands and acknowledges that, byvirtue of his position with the Company, he will have advantageous familiarity and personalcontacts with the Company’s customers, wherever located, and the business, operations andaffairs of the Company. Accordingly, while the Employee is employed by the Company and fora period of one year after the Employee’s Separation from Service (as defined in Section8(h)(ii) of this Agreement) for any reason (whether with or without cause or whether by theCompany or the Employee) or the expiration of the Term, the Employee shall not, directly orindirectly, or individually or jointly, (i) solicit any non-legal business of any partywhich is a customer of the Company at the time of such Separation from Service or any partywhich was a customer of the Company during the one year period immediately preceding suchSeparation from Service, (ii) request or advise any customers or suppliers of the Company toterminate, reduce, limit or change their business or relationship with the Company, or (iii)induce, request or attempt to influence any employee of the Company to terminate hisemployment with the Company, unless such actions are taken in connection with Employeeengaging in the practice of law.For purposes of this Agreement, the term “solicit” means any direct or indirectcommunication of any kind whatsoever, regardless of by whom initiated, which encourages orrequests any person or entity, in any manner, to cease doing business with the Company.(c) Noncompetition. During the period of his employment hereunder, and for aperiod of one year following the termination hereof, the Employee shall not, directly orindirectly:(i) As owner, officer, director, stockholder, investor, proprietor, organizeror otherwise, engage in the same trade or business as the Company, as conducted onthe date hereof, which would conflict with the interests of the Company or in atrade or business competitive with that of the Company, which would conflict withthe interests of the Company, as conducted on the date hereof; or(ii) Offer or provide employment (whether such employment is with the Employeeor any other business or enterprise), either on a full-time or part-time orconsulting basis, to any person who then currently is, or who within one (1) yearprior to such offer or provision of employment has been, a management-level employeeof the Bank or Corporation. This subsection 6(c)(ii) shall only apply in the eventthe Employee has a voluntary Separation from Service.
 
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The restrictions contained in this paragraph upon the activities of the Employeefollowing Separation from Service shall be limited to the following geographic areas(hereinafter referred to as “Restricted Geographical Area”):(1) Terre Haute, Indiana; and(2) The 30-mile radius of Terre Haute, Indiana.Nothing contained in this Section 6 shall prevent or restrict the Employee fromengaging in the practice of law, including within the Restricted Geographical Area. Inaddition, nothing contained in this subsection shall prevent or limit the Employee’s rightto invest in the capital stock or other securities of any business dissimilar from that ofthe Bank or the Corporation, or, solely as a passive or minority investor, in any business.If the Employee does not comply with the provisions of this Section, the one-yearperiod of non-competition provided herein shall be tolled and deemed not to run during anyperiod(s) of noncompliance, the intention of the parties being to provide one full year ofnon-competition by the Employee after the termination or expiration of this Agreement.(d) Nondisclosure. The term “Confidential Information” as used herein shallmean any and all customer lists, computer hardware, software and related material, tradesecrets (as defined in I.C. 24-2-3-2), know-how, skills, knowledge, ideas, knowledge ofcustomer’s commercial requirements, pricing methods, sales and marketing techniques, dealerrelationships and agreements, financial information, intellectual property, codes, research,development, research and development programs, processes, documentation, or devices used inor pertaining to the Company’s business (i) which relate in any way to the Company’sbusiness, products or processes; or (ii) which are discovered, conceived, developed orreduced to practice by the Employee, either alone or with others either during the Term, atthe Company’s expense, or on the Company’s premises.(i) During the course of his services hereunder the Employee may becomeknowledgeable about, or become in possession of, Confidential Information. If suchConfidential Information were to be divulged or become known to any competitor ofthe Company or to any other person outside the employ of the Company, or if theEmployee were to consent to be employed by any competitor of the Company or toengage in competition with the Company, the Company would be irreparably harmed. Inaddition, the Employee has or may develop relationships with the Company’s customerswhich could be used to solicit the business of such customers away from the Company.The Company and the Employee have entered into this Agreement to guard against suchpotential harm.(ii) The Employee shall not, directly or indirectly, use any ConfidentialInformation for any purpose other than the benefit of the Company or communicate,deliver, exhibit or provide any Confidential Information to any person, firm,partnership, corporation, organization or entity, except as required in the normalcourse of the Employee’s service as a consultant or as an employee of the Company.The covenant contained in this subsection shall be binding upon the Employee duringthe Term and following the termination hereof until either (i) such ConfidentialInformation becomes obsolete; or (ii) such ConfidentialInformation becomes generally known in the Company’s trade or industry by meansother than a breach of this covenant.(iii) The Employee agrees that all Confidential Information and all records,documents and materials relating to such Confidential Information, shall be andremain the sole and exclusive property of the Company.
 
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(e) Remedies. The Employee agrees that the Company will suffer irreparabledamage and injury and will not have an adequate remedy at law in the event of any breach bythe Employee of any provision of this Section. Accordingly, in the event the Company seeks,under law or in equity, a temporary restraining order, permanent injunction or a decree ofspecific performance of the provisions of this Section, no bond or other security shall berequired. The Company shall be entitled to recover from the Employee, reasonable attorneys’fees and expenses incurred in any action wherein the Company successfully enforces any ofthe provisions of this Section against the breach or threatened breach of those provisionsby the Employee. The remedies described in this Section are not exclusive and are inaddition to all other remedies the Company may have at law, in equity, or otherwise.(i) The Employee and the Company acknowledge and agree that in the event of theEmployee’s Separation from Service for any reason whatsoever, the Employee canobtain other engagements or employment of a kind and nature similar to thatcontemplated herein outside the Restricted Geographical Area and that the issuanceof an injunction to enforce the provisions of this Section will not prevent him fromearning a livelihood.(ii) The covenants on the part of the Employee contained in this Section areessential terms and conditions to the Company entering into this Agreement, andshall be construed as independent of any other provision in this Agreement.(f) Surrender of Records. Upon the Employee’s Separation from Service for anyreason, the Employee shall immediately surrender to the Company any and all computerhardware, software and related materials, records, notes, documents, forms, manuals,photographs, instructions, lists, drawings, blueprints, programs, diagrams or other writtenor printed material (including any and all copies made at any time whatsoever) in hispossession or control which pertain to the business of the Company including anyConfidential Information in the Employee’s personal notes, address books, calendars,rolodexes, personal data assistants, etc.7. Standards. The Employee shall perform his duties under this Agreement in accordance with suchreasonable standards as the Board may establish from time to time. The Company will provide theEmployee with the working facilities and staff commensurate with his position or positions andnecessary or advisable for him to perform his duties.
 
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8. Separation from Service and Termination Pay. Subject to Section 10 hereof, the Employee may experience a Separation from Service underthe following circumstances:(a) Death. The Employee shall experience a Separation from Service upon hisdeath during the Term of this Agreement, in which event the Employee’s estate or designatedbeneficiaries shall be entitled to receive the base salary, bonuses, vested rights, andEmployee Benefits due the Employee through the last day of the calendar month in which hisdeath occurred. Any benefits payable under insurance, health, retirement, bonus, incentive,performance or other plans as a result of the Employee’s participation in such plans throughsuch date shall be paid when and as due under those plans. If the Employee’s death occurson or after Retirement Age, during the term of this Agreement, the Employee’s spouse andchild living in his household at the time of his death shall be entitled to receive thehealth and disability benefits provided for under subsection 4(b) until the death of hisspouse.(b) Disability.(i) The Company may terminate the Employee’s employment, resulting in aSeparation from Service, as a result of the Employee’s Disability, in a mannerconsistent with the Company’s and the Employee’s rights and obligations under theAmericans with Disabilities Act or other applicable state and federal lawsconcerning disability. For the purpose of this Agreement, “Disability” means theEmployee is:(1) Unable to engage in any substantial gainful activity by reason ofany medically determinable physical or mental impairment which can beexpected to result in death or can be expected to last for a continuousperiod of not less than 12 months, or(2) By reason of any medically determinable physical or mentalimpairment which can be expected to result in death or can be expected tolast for a continuous period of not less than 12 months, receiving incomereplacement benefits for a period of not less than three months under anaccident and health plan covering employees of the Employer.(ii) During any period that the Employee shall receive disability benefits andto the extent that the Employee shall be physically and mentally able to do so, heshall furnish such information, assistance and documents so as to assist in thecontinued ongoing business of the Company.(iii) In the event of the Employee’s Separation from Service due to Disability,the Employee shall be entitled to receive the base salary, bonuses, vested rights,and Employee Benefits due the Employee through his date of termination. Anybenefits payable under insurance, health, retirement, bonus, incentive, performanceor other plans as a result of the Employee’s participation in the plans through thedate of termination shall be paid when and as due under those plans. If theEmployee’s Separation from Service due to Disability occurs on or after RetirementAge, during the term of this Agreement, the Employeeshall be entitled to the retirement benefits provided for under subsection 4(b)as described in that subsection.
 
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(c) Just Cause. The Company may, by written notice to the Employee,immediately terminate his employment at any time, resulting in a Separation from Service,for Just Cause. The Employee shall have no right to receive any base salary, bonuses orother Employee Benefits, except as provided by law, whatsoever, for any period after hisSeparation from Service for Just Cause. However, the vested rights of the Employee as ofhis Separation from Service shall not be affected. Any benefits payable under insurance,health, retirement, bonus, incentive, performance or other plans as a result of theEmployee’s participation in such plans through such date of Separation of Service shall bepaid when and as due under those plans. Separation from Service for “Just Cause” shall meantermination because of:(i) An intentional act of fraud, embezzlement, theft, or personal dishonesty;willful misconduct, or breach of fiduciary duty involving personal profit by theEmployee in the course of his employment or director service. No act or failure toact shall be deemed to have been intentional or willful if it was due primarily toan error in judgment or negligence. An act or failure to act shall be consideredintentional or willful if it is not in good faith and if it is without a reasonablebelief that the action or failure to act is in the best interest of the Company;(ii) Intentional wrongful damage by the Employee to the business or property ofthe Company, causing material harm to the Company;(iii) Breach by the Employee of any confidentiality or non-disclosure agreementin effect from time to time with the Company;(iv) Gross negligence or insubordination by the Employee in the performance ofhis duties; or(v) Removal or permanent prohibition of the Employee from participating in theconduct of Bank’s affairs by an order issued under Section 8(e)(iv) or 8(g)(i) ofthe Federal Deposit Insurance Act, 12 USC 1818(e)(4) and (g)(1).Notwithstanding the foregoing, in the event of Separation from Service for Just Causethere shall be delivered to the Employee a copy of a resolution duly adopted by theaffirmative vote of not less than a majority of the disinterested directors of the Bank andthe Corporation at meetings of the boards called and held for that purpose (after reasonablenotice to the Employee and an opportunity for the Employee, together with the Employee’scounsel, to be heard before the boards), such meetings and the opportunity to be heard to beheld prior to, or as soon as reasonably practicable following, termination, but in no eventlater than 60 days following such termination, finding that in the good faith opinion of theboards the Employee was guilty of conduct constituting Just Cause and specifying theparticulars thereof in detail. If, following suchmeetings, the Employee is reinstated, he shall be entitled to receive the base salary,bonuses, all Employee Benefits, and all other fringe benefits provided for under thisAgreement for the period following Separation from Service and continuing throughreinstatement as though he was never terminated.
 
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(d) Without Just Cause. The Company may, by written notice to the Employee,immediately terminate his employment at any time, resulting in a Separation from Service,for a reason other than Just Cause, in which event the Employee shall be entitled to receivethe following compensation and benefits (unless such Separation from Service occurs withinthe time period set forth in subsection 10(a) hereof, in which event the benefits andcompensation provided for in Section 10 shall apply):(i) The base salary provided pursuant to Section 2 hereof, as in effect on thedate of Separation from Service, through the Expiration Date of this Agreement asdetermined pursuant to Section 5 hereof (including any renewal or extension of thisAgreement) (the “Expiration Date”);(ii) An amount equal to the bonuses received by or payable to the Employee inthe calendar year prior to the calendar year of the Employee’s Separation fromService, for each year remaining through the Expiration Date; and(iii) Cash reimbursement to the Employee in an amount equal to the cost to theEmployee (demonstrated by submission to the Company of invoices, bills, or otherproof of payment by the Employee) of (A) all health insurance premiums for theEmployee, his spouse and child living in the Employee’s household and the best levelMedicare supplement insurance available, and life insurance (all as described insubsection 4(b)); (B) all other Employee Benefits (all as defined in subsection 4(a)excluding benefits under the 2011 Omnibus Plan which will be made in accordance withthe terms and conditions of that Plan); and (C) professional and club dues, the costof Employee’s continuing legal education requirements (as described in subsection4(c)), all Automobile Benefits (as defined in subsection 4(d)) and all otherbenefits which the Employee would otherwise have been eligible to participate in orreceive, through the Expiration Date, based upon the benefit levels substantiallyequal to those provided for the Employee at the date of the Employee’s Separationfrom Service. The Employee shall also be entitled to receive an amount necessary toprovide any cash payments received under this subsection 8(d)(iii) net of all incomeand payroll taxes that would not have been payable by the Employee had he continuedparticipation in the benefit plan or program instead of receiving cashreimbursement.Notwithstanding the foregoing, but only to the extent required under federal bankinglaw, the amount payable under subsection 8(d) shall be reduced to the extent that on thedate of the Employee’s Separation from Service, the present value of the benefits payableunder subsection 8(d) exceeds any limitation on severance benefits that is imposed by theOffice of the Comptroller of the Currency (the “OCC”) on such benefits.
 
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All amounts payable to the Employee under subsections 8(d)(i) and 8(d)(ii) shall bepaid in one lump sum within ten days of such Separation from Service. All amounts payableto the Employee under subsection 8(d)(iii) shall be paid on the first day of each monthfollowing the Employee’s Separation from Service, in an amount equal to the totalreimbursable amount (demonstrated by invoices, bills or other proof of payment submitted bythe Employee). Such amounts must be submitted for reimbursement no later than the earlierof: (i) six months after the date such amounts are paid by the Employee; or (ii) March 15thof the year following the year in which the Employee paid the amount.(e) Voluntary for Good Reason. The Employee may voluntarily Separate fromService under this Agreement at any time for Good Reason. In the event that the Employeehas a Separation from Service for Good Reason, the Employee will first deliver to theCompany a written notice which will (A) indicate the specific provisions of this Agreementrelied upon for such Separation from Service, (B) set forth in reasonable detail the factsand circumstances claimed to provide a basis for such Separation from Service, and (C)describe the steps, actions, events or other items that must be taken, completed or followedby the Company to correct or cure the basis for such Separation from Service. The Companywill then have 30 days following the effective date of such notice to fully correct and curethe basis for the Separation from Service. If the Company does not fully correct and curethe basis for the Employee’s Separation from Service within such 30-day period, then theEmployee will have the right to Separate from Service with the Company for Good Reasonimmediately upon delivering to the Company a written Notice of Termination and without anyfurther cure period. Notwithstanding the foregoing, the Company will be entitled to socorrect and cure only a maximum of two times during any calendar year. The Employee shallthereupon be entitled to receive the same amount payable under subsections 8(d)(i) and (ii)hereof, within 30 days following his date of Separation from Service and under subsection8(d)(iii) as provided in subsection 8(d).For purposes of this Agreement, “Good Reason” means the occurrence of any of thefollowing events, which has not been consented to in advance by the Employee in writing(unless such voluntary Separation from Service occurs within the time period set forth insubsection 10(b) hereof, in which event the benefits and compensation provided for inSection 10 shall apply):(i) The requirement that the Employee perform his executive functions more than30 miles from his Terre Haute, Indiana office;(ii) A reduction of ten percent or more in the Employee’s base salary, unlesspart of an institution-wide reduction and similar to the reduction in the basesalary of all other executive officers of the Company;(iii) The removal of the Employee from participation in any incentivecompensation or performance-based compensation plans or bonus plans unless theCompany terminates participation in the plan or plans with respect to all otherexecutive officers of the Company;
 
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(iv) A material failure by the Company to continue to provide the Employee withthe base salary, bonuses or benefits provided for under subsections 4(a), (c), (d)and (e) of this Agreement, as the same may be increased from time to time, or withbenefits substantially similar to those provided to him under those Sections orunder any benefit plan or program in which the Employee now or hereafter becomeseligible to participate, or the taking of any action by the Company which woulddirectly or indirectly reduce in a material manner any such benefits or deprive theEmployee to a material degree of any such benefit enjoyed by him, unless part of aninstitution-wide reduction and applied similarly to all other executive officers ofthe Company:(v) The assignment to the Employee of duties and responsibilities materiallydifferent from those normally associated with his position as referenced in Section1;(vi) A failure to elect or re-elect the Employee to the Bank’s board ofdirectors or a failure on the part of the Corporation to honor its obligation tonominate Employee to the Corporation’s board of directors;(vii) A material diminution or reduction in the Employee’s responsibilities orauthority (including reporting responsibilities) in connection with his employmentwith the Company; or(viii) A material reduction in the secretarial or administrative support of theEmployee.Notwithstanding the foregoing, but only to the extent required under federal banking law, theamount payable under this subsection shall be reduced to the extent that on the date of theEmployee’s Separation from Service, the present value of the benefits payable under subsections8(d)(i), (ii) and (iii) exceed any limitation on severance benefits that is imposed by the OCC onsuch benefits.(f) Voluntary Separation from Service Prior to Retirement Age. Subject tosubsection 4(b) and Section 10, the Employee may voluntarily Separate from Service with theCompany during the term of this Agreement prior to attaining Retirement Age, upon at least90 days’ prior written notice to the Company, in which case, effective as of the Separationfrom Service, the Employee shall receive only his base salary, bonuses, vested rights andbenefits up to the date of his Separation from Service, such benefits to be paid when and asdue under those plans (unless such Separation from Service occurs pursuant to subsection10(b) hereof, in which event the benefits, bonuses and base salary provided for insubsection 10(a) shall apply).(g) Termination or Suspension Under Federal Law.(i) If the Employee is removed and/or permanently prohibited from participatingin the conduct of the Company’s affairs by an order issued under Sections 8(e)(iv)or 8(g)(i) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and(g)(1)), all obligations of the Company under thisAgreement shall terminate, as of the effective date of the order, but vestedrights of the Employee shall not be affected.
 
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(ii) If the Bank is in default (as defined in Section 3(x)(1) of the FDIA), allobligations under this Agreement shall terminate as of the date of default; but thevested rights of the Employee shall not be affected.(iii) All obligations under this Agreement shall terminate, except to theextent it is determined that the continuation of this Agreement is necessary for thecontinued operation of the Bank; (A) by the OCC or its designee, at the time thatthe Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement toprovide assistance to or on behalf of the Bank under the authority contained inSection 13(c) of FDIA; or (B) by the OCC, or its designee, at the time that the OCCor its designee approves a supervisory merger to resolve problems related tooperation of the Bank or when the Bank is determined by the OCC to be in an unsafeor unsound condition. Such action shall not affect any vested rights of theEmployee.(iv) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA suspendsand/or temporarily prohibits the Employee from participating in the conduct of theBank’s affairs, the Bank’s obligations under this Agreement shall be suspended as ofthe date of such service, unless stayed by appropriate proceedings. However, thevested rights of the Employee as of the date of suspension will not be affected. Ifthe charges in the notice are dismissed, the Bank may in its discretion (A) pay theEmployee all or part of the compensation withheld while its contract obligationswere suspended, and (B) reinstate (in whole or in part) any of its obligations whichwere suspended.(h) Separation from Service. If the Employee qualifies as a Key Employee (asdefined in subsection 8(h)(i)) at the time of his Separation from Service (as defined insubsection 8(h)(ii)), the Company may not make a payment pursuant to subsections 8(d)(disregarding subsection 8(d)(iii)(A)), 8(e) or Section 10 (disregarding subsection10(a)(1)(ii)(C)) earlier than six months following the date of the Employee’s Separationfrom Service (or, if earlier, the date of the Employee’s death) to the extent such a paymentwould constitute deferred compensation that is not exempt from the requirements of CodeSection 409A or Treasury Regulations 1.409A-1 *et. seq*. Payments to which the Key Employeewould otherwise be entitled during the first six months following the date of his Separationfrom Service will be accumulated and paid to the Employee on the first day of the seventhmonth following the Employee’s Separation from Service.(i) Key Employee means an employee who is:(1) An officer of the Bank or Corporation having annual compensationgreater than $160,000;(2) A five percent owner of the Corporation; or
 
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(3) A one percent owner of the Corporation having an annualcompensation from the employer of more than $150,000.The $160,000 amount in subsection 8(h)(i)(1) will be adjusted at the sametime and in the same manner as under Code Section 415(d), except that thebase period shall be the calendar quarter beginning July 1, 2001, and anyincrease under this sentence which is not a multiple of $5,000 shall berounded to the next lower multiple of $5,000.(ii) Separation from Service means the date on which the Employee dies, retiresor otherwise experiences a “Termination of Employment” with the Company (as definedbelow). Provided, however, a Separation from Service does not occur if the Employeeis on military leave, sick leave or other bona fide leave of absence if the periodof such leave does not exceed six months, or if longer, so long as the Employeeretains a right to reemployment with the Company under an applicable statute or bycontract. For purposes of this subsection 8(h)(ii), a leave of absence constitutesa bona fide leave of absence only if there is a reasonable expectation that theEmployee will return to perform services for the Bank or Corporation. If the periodof leave exceeds six months and the Employee does not retain the right toreemployment under an applicable statute or by contract, the employment relationshipis deemed to terminate on the first date immediately following such six-monthperiod. Notwithstanding the foregoing, where a leave of absence is due to anymedically determinable physical or mental impairment that can be expected to resultin death or can be expected to last for a continuous period of not less than sixmonths, where such impairment causes the Employee to be unable to perform the dutiesof his position of employment or any substantially similar position of employment, a29-month period of absence may be substituted for such six-month period. TheEmployee shall incur a “Termination of Employment” for purposes of this subsection8(h)(ii) when a termination of employment has occurred under Treasury Regulation1.409A-1(h)(1)(ii).9. No Mitigation. The Employee shall not be required to mitigate the amount of any payment provided for inthis Agreement by seeking other employment or otherwise and no such payment shall be offset orreduced by the amount of any compensation or benefits provided to the Employee in any subsequentemployment.10. Change in Control.(a) Change in Control; Involuntary Separation from Service.(1) Notwithstanding any provision herein to the contrary, if the Employee’semployment under this Agreement is terminated by the Company, resulting in aSeparation from Service, without the Employee’s prior written consent and for areason other than Just Cause, in connection with or within 12 months after a Changein Control, as defined in subsection 10(a)(3), the Employee shall be paid (subjectto subsection 10(a)(2)) the greater of:(i) The total amount payable under subsection 8(d); or
 
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(ii) The product of 2.99 times the sum of: (A) his base salary ineffect as of the date of the Change in Control; (B) an amount equal to thebonuses received by or payable to the Employee in the calendar year prior tothe year in which the Change in Control occurs; and (C) cash reimbursementto the Employee in an amount equal to the cost to the Employee (demonstratedby submission to the Company of invoices, bills or other proof of payment bythe Employee) of obtaining all Employee Benefits (all as defined insubsection 4(a) excluding benefits under the 2011 Omnibus Plan which will bepaid in accordance with the terms and conditions of that plan), healthinsurance premiums for the Employee, his spouse and child living in theEmployee’s household, best level Medicare supplement insurance available,life insurance (all as described in subsection 4(b)), professional and clubdues, the cost of Employee’s continuing legal education requirements (all asdescribed in subsection 4(c)), all Automobile Benefits (as defined insubsection 4(d)) and all other benefits which the Employee would otherwisehave been eligible to participate in or receive, through the ExpirationDate, based upon the benefit levels substantially equal to those that theCompany provided for the Employee at the date of the Employee’s Separationfrom Service. The Employee shall also be entitled to receive an amountnecessary to provide any cash payments received under this subsection10(a)(1)(ii) net of all income and payroll taxes that would not have beenpayable by the Employee had he continued participation in the benefit planor program instead of receiving cash reimbursement.(2) To the extent payments that would be received based on the Employee’sSeparation from Service in connection with a Change in Control, or within 12 monthsafter a Change in Control would be considered “excess parachute payments” pursuantto the Code Section 280G, the benefit payment to the Employee under this Agreement,when combined with all other parachute payments to the Employee, shall be thegreater of:(i) the Employee’s benefit under the Agreement reduced to the maximumamount payable to the Employee such that when it is aggregated with paymentsand benefits under all other plans and arrangements it will not result in an“excess parachute payment;” or(ii) the Employee’s benefit under the Agreement after taking intoaccount the amount of the excise tax imposed on the Employee under CodeSection 280G due to the benefit payment.The determination of whether any reduction in the rights or payments under this Planis to apply will be made by the Company in good faith after consultation with theEmployee, and such determination will be conclusive and binding on the Employee.The Employee will cooperate in good faith with the Company inmaking such determination and providing the necessary information for this purpose.
 
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(3) “Change in Control” shall be deemed to have occurred if one of thefollowing events takes place:(i) Change in Ownership. A change in the ownership of the Bankor the Corporation occurs on the date that any person, or group of persons,as defined below, acquires ownership of stock of the Bank or the Corporationthat, together with stock held by the person or group, constitutes more than50 percent of the total fair market value or total voting power of the stockof the Bank or the Corporation. However, if any person or group isconsidered to own more than 50 percent of the total fair market value ortotal voting power of the stock, the acquisition of additional stock by thesame person or group is not considered to cause a change in the ownership ofthe Bank or the Corporation (or to cause a change in the effective controlof the Bank or the Corporation as defined in subsection 10(a)(3)(ii)). Anincrease in the percentage of stock owned by any person or group, as aresult of a transaction in which the Bank or the Corporation acquires itsstock in exchange for property will be treated as an acquisition of stockfor purposes of this subsection. This subsection only applies when there isa transfer of stock of the Bank or the Corporation (or issuance of stock ofa corporation) and stock in the Bank or the Corporation remains outstandingafter the transaction.For purposes of subsections 10(a)(3)(i) and (ii), persons will not beconsidered to be acting as a group solely because they purchase or own stockof the Bank or the Corporation at the same time, or as a result of the samepublic offering. However, persons will be considered to be acting as agroup if they are owners of a corporation that enters into a merger,consolidation, purchase or acquisition of stock or similar businesstransaction with the Bank or the Corporation. If a person, including anentity, owns stock in both corporations that enter into a merger,consolidation, purchase or acquisition of stock or similar transaction, suchshareholder is considered to be acting as a group with other shareholdersonly with respect to the ownership in that corporation before thetransaction giving rise to the change and not with respect to the ownershipinterest in the other corporation.(ii) Change in the Effective Control. A change in theeffective control of the Bank or the Corporation will occur when: (i) anyperson or group (as defined in subsection 10(a)(3)(i)) acquires, or hasacquired during the 12-month period ending on the date of the most recentacquisition by such person(s), ownership of stock of the Bank or theCorporation possessing 30 percent or more of the total voting power; or (ii)a majority of members of the board of the Bank or the Corporation isreplaced during any 12-month period by directors whose appointment orelection is not endorsed by a majority of the members of the Bank’s orCorporation’s board prior to the date of the appointment or election.However, if any person or group is considered to effectively control theBank or Corporation, the acquisition of additional control of the Bank orCorporation by the same person(s) is not considered to cause a change in theeffective control.
 
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(iii) Change in the Ownership of a Substantial Portion of theBank’s or Corporation’s Assets. A change in the ownership of asubstantial portion of the Bank’s or Corporation’s assets occurs on the datethat any person or group acquires, or has acquired during the 12-monthperiod ending on the date of the most recent acquisition by such person(s),assets from the Bank or Corporation that have a total gross fair marketvalue equal to or more than 40 percent of the total gross fair market valueof all of the assets of the Bank or Corporation immediately prior to suchacquisition(s). Gross fair market value means the value of the assets ofthe Bank or Corporation, or the value of the assets being disposed of,determined without regard to any liabilities associated with such assets.However, there is no Change in Control under this subsection when there is atransfer to an entity that is controlled by the shareholders of the Bank orCorporation immediately after the transfer. A transfer of assets by theBank or Corporation is not treated as a change in the ownership of suchassets if the assets are transferred to: (i) a shareholder of the Bank orCorporation (immediately before the asset transfer) in exchange for or withrespect to its stock; (ii) an entity, 50 percent or more of the total valueor voting power of which is owned, directly or indirectly, by the Bank orCorporation; (iii) a person, or group of persons, that owns, directly orindirectly, 50 percent or more of the total value or voting power of all theoutstanding stock of the Bank or Corporation or (iv) an entity, at least 50percent of the total value or voting power of which is owned, directly orindirectly, by a person described in (iii). For purposes of thissubsection, except as otherwise provided, a person’s status is determinedimmediately after the transfer of the assets. For example, a transfer to acompany in which the Bank or Corporation has no ownership interest beforethe transaction, but which is a majority-owned subsidiary of the Bank orCorporation after the transaction, is not treated as a change in theownership of the assets of the transferor Bank or Corporation.For purposes of this subsection 10(a)(3)(iii), persons will not beconsidered to be acting as a group solely because they purchase assets ofthe Bank or Corporation at the same time. However, persons will beconsidered to be acting as a group if they are owners of a corporation thatenters into a merger, consolidation, purchase or acquisition of assets, orsimilar business transaction with the Bank or Corporation. If a person,including an entity shareholder, owns stock in both corporations that enterinto a merger, consolidation, purchase or acquisition of assets, or similartransaction, such shareholder is considered to be acting as a group withother shareholders in a corporation only to the extent of the ownership inthat corporation before the transaction giving rise to the change and notwith respect to the ownership interest in the other corporation.
 
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Notwithstanding the foregoing, the acquisition of Bank or Corporation stock by anyretirement plan sponsored by the Bank or an affiliate of the Bank will not constitute aChange in Control. Additionally, notwithstanding the foregoing, but only to the extentrequired under federal banking law, the amount payable under subsection 10(a) shall bereduced to the extent that on the date of the Employee’s Separation from Service, the amountpayable under subsection 10(a) exceeds any limitation on severance benefits that is imposedby the OCC.(b) Change in Control; Voluntary for Good Reason. Notwithstanding any otherprovision of this Agreement to the contrary, the Employee may Separate from Service underthis Agreement for Good Reason within 12 months following a Change in Control of the Bank orCorporation, as defined in subsection 10(a)(3). In the event that the Employee has aSeparation from Service for Good Reason within 12 months following a Change in Control ofthe Bank or Corporation, the Employee will first deliver to the Company a written noticewhich will (A) indicate the specific provisions of this Agreement relied upon for suchSeparation from Service, (B) set forth in reasonable detail the facts and circumstancesclaimed to provide a basis for such Separation from Service, and (C) describe the steps,actions, events or other items that must be taken, completed or followed by the Company tocorrect or cure the basis for such Separation from Service. The Company will then have 30days following the effective date of such notice to fully correct and cure the basis for theSeparation from Service. If the Company does not fully correct and cure the basis for theEmployee’s Separation from Service within such 30-day period, then the Employee will havethe right to Separate from Service with the Company for Good Reason immediately upondelivering to the Company a written Notice of Termination and without any further cureperiod. Notwithstanding the foregoing, the Company will be entitled to so correct and cureonly a maximum of two times during any calendar year.The Employee shall thereupon be entitled to receive the payment described insubsections 10(a)(1), (2) and (3) of this Agreement, within 30 days. During such 30-dayperiod, the Bank shall not allow the Employee’s participation in any Employee Benefits tolapse and shall continue to provide the Employee with the Automobile Benefits described insubsection 4(d), reimbursement or payment of professional and club dues, and the cost of theEmployee’s continuing legal education requirements as described in subsection 4(c). In theevent subsection 8(h) applies at the time of the Employee’s termination, the six-monthsuspension period shall not prevent the Employee from continuing to receive reimbursement ofhealth insurance premiums for himself, his spouse and child living in the Employee’shousehold, Medicare supplement insurance and life insurance (all as described in subsection4(b)) immediately following hisSeparation from Service, without regard to the six-month suspension applicable to cashpayments and other benefit amounts.
 
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For purposes of this subsection 10(b), “Good Reason” means, the occurrence of any ofthe following events, which has not been consented to in advance by the Employee in writing:(i) The requirement that the Employee perform his principal executive functionsmore than 30 miles from his Terre Haute, Indiana office.(ii) A reduction of ten percent or more in the Employee’s base salary as ineffect on the date of the Change in Control or as the same may be changed by mutualagreement from time to time, unless part of an institution-wide reduction andsimilar to the reduction in the base salary of all other executive officers of theCompany;(iii) The removal of the Employee from participation in any incentive orperformance-based compensation plans or bonus plans unless the Company terminatesparticipation in the plan or plans with respect to all other executive officers ofthe Company;(iv) A material failure by the Company to continue to provide the Employee withthe base salary, bonuses or benefits provided for under subsections 4(a), (c), (d)and (e) of this Agreement, as the same may be increased from time to time, or withbenefits substantially similar to those provided to him under those subsections orunder any benefit plan or program in which the Employee now or hereafter becomeseligible to participate, or the taking of any action by the Company which woulddirectly or indirectly reduce in a material manner any such benefits or deprive theEmployee to a material degree of any such benefit enjoyed by him, unless part of aninstitution-wide reduction and applied similarly to all other executive officers ofthe Company;(v) The assignment to the Employee of duties and responsibilities materiallydifferent from those normally associated with his position as referenced in Section1;(vi) A failure to elect or re-elect the Employee to the Bank’s board ofdirectors or a failure on the part of the Corporation or its successor to honor anyobligation to nominate Employee to the board of directors of the Corporation or itssuccessor;(vii) A material diminution or reduction in the Employee’s responsibilities orauthority (including reporting responsibilities) in connection with his employmentwith the Company; or(viii) A material reduction in the secretarial or administrative support of theEmployee.
 
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Notwithstanding the foregoing, but only to the extent required under federal bankinglaw, the amount payable under subsection 10(b) shall be reduced to the extent that on thedate of the Employee’s Separation from Service, the amount payable under subsection 10(b)exceeds any limitation on severance benefits that is imposed by the OCC.(c) Compliance with 12 U.S.C. Section 1828(k). Any payments made to theEmployee pursuant to this Agreement, or otherwise, are subject to and conditioned upon theircompliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder.(d) Trust.(1) Within five business days before or after a Change in Control which was notapproved in advance by a resolution of a majority of the directors of theCorporation, the Company shall (i) deposit, or cause to be deposited, in a grantortrust (the “Trust”), designed to conform with Revenue Procedure 92-64 (or anysuccessor) and having a trustee independent of the Bank, an amount equal to theamounts which would be payable in a lump sum under subsections 10(a)(1), (2) and (3)hereof if those payment provisions become applicable, and (ii) provide the trusteeof the Trust with a written direction to hold said amount and any investment returnthereon in a segregated account for the benefit of the Employee, and to follow theprocedures set forth in the next paragraph as to the payment of such amounts fromthe Trust.(2) During the 12 consecutive month period following the date on which theCompany makes the deposit referred to in the preceding paragraph, the Employee mayprovide the trustee of the Trust with a written notice requesting that the trusteepay to the Employee, in a single sum, the amount designated in the notice as beingpayable pursuant to subsections 10(a)(1), (2) and (3). Within three business daysafter receiving said notice, the trustee of the Trust shall send a copy of thenotice to the Company via overnight and registered mail, return receipt requested.On the tenth business day after mailing said notice to the Company, the trustee ofthe Trust shall pay the Employee the amount designated therein in immediatelyavailable funds, unless prior thereto the Company provides the trustee with awritten notice directing the trustee to withhold such payment. In the latter event,the trustee shall submit the dispute, within ten days of receipt of the notice fromthe Company, to non-appealable binding arbitration for a determination of the amountpayable to the Employee pursuant to subsections 10(a)(1), (2) and (3), and the partyresponsible for the payment of the costs of such arbitration (which may include anyreasonable legal fees and expenses incurred by the Employee) shall be determined bythe arbitrator. The Company and the Employee shall choose the arbitrator to settlethe dispute, and such arbitrator shall be bound by the rules of the AmericanArbitration Association in making his or her determination. If the Employee and theCompany cannot agree on an arbitrator, then the arbitrator shall be selected underthe rules of the American Arbitration Association. The Employee, the Company andthe trusteeshall be bound by the results of the arbitration and, within three days of thedetermination by the arbitrator, the trustee shall pay from the Trust the amountsrequired to be paid to the Employee and/or the Company, and in no event shall thetrustee be liable to either party for making the payments as determined by thearbitrator.
 
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(3) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii)the date twelve months after the date on which the Company makes the depositreferred to in subsection 10(d)(1)(i), the trustee of the Trust shall pay to theCompany the entire balance remaining in the segregated account maintained for thebenefit of the Employee, if any. The Employee shall thereafter have no furtherinterest in the Trust pursuant to this Agreement. However, the termination of theTrust shall not operate as a forfeiture or relinquishment of any of the Employee’srights under the terms of this Agreement. Furthermore, in the event of a disputeunder subsection 10(d)(2), the trustee of the Trust shall continue to hold, intrust, the deposit referred to in subsection 10(d)(1)(i) until a final decision isrendered by the arbitrator pursuant to subsection 10(d)(2).(e) In the event that any dispute arises between the Employee and the Company as to theterms or interpretation of this Agreement or the obligations thereunder, including thisSection, whether instituted by formal legal proceedings or submitted to arbitration pursuantto subsection 10(d)(2), including any action that the Employee takes to enforce the terms ofthis Section or to defend against any action taken by the Company, the Employee shall bereimbursed for all costs and expenses, including reasonable attorneys’ fees, arising fromsuch dispute, proceedings or actions, provided that the Employee shall obtain a finaljudgment by a court of competent jurisdiction in favor of the Employee or, in the event ofarbitration pursuant to subsection 10(d)(2), a determination is made by the arbitrator thatthe expenses should be paid by the Company. Such reimbursement shall be paid within tendays of Employee’s furnishing to the Company written evidence, which may be in the form,among other things, of a canceled check or receipt, of any costs or expenses incurred by theEmployee.Should the Employee fail to obtain a final judgment in favor of the Employee and afinal judgment or arbitration decision is entered in favor of the Company and if decided byarbitration, the arbitrator, pursuant to subsection 10(d)(2), determines the Employee to beresponsible for the Company’s expenses, then the Company shall be reimbursed for all costsand expenses, including reasonable attorneys’ fees arising from such dispute, proceedings oractions. Such reimbursement shall be paid within ten days of the Company furnishing to theEmployee written evidence, which may be in the form, among other things, of a canceled checkor receipt, of any costs or expenses incurred by the Company.11. 2011 Omnibus Plan Awards. Any awards to the Employee under the 2011 Omnibus Plan that are outstanding at the time ofa Separation from Service will be governed by the terms of the 2011 Omnibus Plan.
 
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12. Federal Income Tax Withholding. The Bank may withhold all federal and state income or other taxes from any benefit payableunder this Agreement as shall be required pursuant to any law or governmental regulation or ruling.13. Successors and Assigns.(a)Company. This Agreement shall not be assignable by the Bank or Corporation, provided that thisAgreement shall inure to the benefit of and be binding upon any corporate or other successor of theBank or Corporation which shall acquire, directly or indirectly, by merger, consolidation, purchaseor otherwise, all or substantially all of the assets or stock of the Bank or Corporation.(b)Employee. Because the Company is contracting for the unique and personal skills of the Employee, theEmployee shall be precluded from assigning or delegating his rights or duties hereunder withoutfirst obtaining the written consent of the Company; provided, however, that nothing in thisparagraph shall preclude (i) the Employee from designating a beneficiary to receive any benefitpayable hereunder upon his death, or (ii) the executors, administrators, or other legalrepresentatives of the Employee or his estate from assigning any rights hereunder to the person orpersons entitled thereunto.(c)Attachment. Except as required by law, no right to receive payments under this Agreement shall be subjectto anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, orhypothecation or to exclusion, attachment, levy or similar process or assignment by operation oflaw, and any attempt, voluntary or involuntary, to effect any such action shall be null, void andof no effect.14. Amendments. No amendments or additions to this Agreement shall be binding unless made in writing andsigned by the Bank, the Corporation and the Employee, except as herein otherwise specificallyprovided.15. Applicable Law. Except to the extent preempted by federal law, the laws of the State of Indiana, withoutregard to that State’s choice of law principles, shall govern this Agreement in all respects,whether as to its validity, construction, capacity, performance or otherwise.16. Severability. The provisions of this Agreement shall be deemed severable and the invalidity orunenforceability of any provision shall not affect the validity or enforceability of the otherprovisions hereof. Should any particular covenant, provision or clause of this Agreement be heldunreasonable or unenforceable for any reason, including without limitation, the time period,geographic area and/or scope of activity covered by such covenant, provision or clause, the Companyand Employee acknowledge and agree that such covenant, provision or clause shall be given effectand enforced to whatever extent would be reasonable and enforceable under applicable law.17. Entire Agreement. This Agreement: (a) supersedes all other understandings and agreements, oral or written,between the parties with respect to the subject matter of this Agreement; and (b) constitutes thesole agreement between the parties with respect to this subject matter; provided, however, that thebenefit plans and arrangements referred to in this Agreementare not superseded or replaced unless this Agreement specifically so states and such benefitplans and arrangements may be set forth in separate plan documents stating their terms.
 
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18. Construction. The rule of construction to the effect that any ambiguities are to be resolved against thedrafting party shall not be employed in the interpretation of this Agreement.19. Headings. The headings in this Agreement have been inserted solely for ease of reference and shallnot be considered in the interpretation, construction or enforcement of this Agreement.20. Notices. For purposes of this Agreement, notices and all other communications provided for hereinshall be in writing and shall be deemed to have been given (a) if hand delivered, upon delivery tothe party, or (b) if mailed, two days following deposit of the notice or communication with theUnited States Postal Service by registered or certified mail, return receipt requested, postageprepaid, addressed as follows:   If to the Employee: Norman L. Lowery93 AllendaleTerre Haute, Indiana 47802   If to the Bank: First Financial Bank, N.A.Attn: Chairman of the Board of DirectorsOne First Financial PlazaP.O. Box 540Terre Haute, Indiana 47808-0540   With a copy to (which will notconstitute notice): Krieg DeVault LLPAttn: Sharon B. Hearn, Esq.One Indiana Square, Suite 2800Indianapolis, Indiana 46204   If to First Financial Corporation: First Financial CorporationAttn: Chairman of the Board of DirectorsOne First Financial PlazaP.O. Box 540Terre Haute, Indiana 47808-0540   With a copy to (which will notconstitute notice): Krieg DeVault LLPAttn: Sharon B. Hearn, Esq.One Indiana Square, Suite 2800Indianapolis, Indiana 46204
 
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or to such other address as either party hereto may have furnished to the other party in writing inaccordance herewith, except that notices of change of address shall be effective only upon receipt.21. Waiver. The waiver by either party of a breach of any provision of this Agreement, or failure toinsist upon strict compliance with the terms of this Agreement, shall not be deemed a waiver of anysubsequent breach or relinquishment of any right or power under this Agreement.22. Review and Consultation. Employee acknowledges and agrees he (a) has read this Agreement in its entirety prior toexecuting it, (b) understands the provisions and effects of this Agreement and (c) has consultedwith such attorneys, accountants and financial or other advisors as he has deemed appropriate inconnection with the execution of this Agreement. Employee understands, acknowledges and agreesthat he has not received any advice, counsel or recommendation with respect to this Agreement fromEmployer’s attorneys.**IN WITNESS WHEREOF**, the parties have executed this Agreement on this 1st day of December,2010.         **ATTEST**   **FIRST FINANCIAL BANK, N.A.**           **(s) Leticia E. Wright**   **(s) Rodger McHargue**         Title: Sr. Executive Assistant   Rodger A. McHargue, Secretary/Treasurer           **ATTEST**   **FIRST FINANCIAL CORPORATION**           **(s) Rodger McHargue**   **(s) Donald E. Smith**         Title: Secretary   Donald E. Smith, President                 **EMPLOYEE**                 (s) Norman L. Lowery Norman L. Lowery  
 
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