Exhibit 10.5





Exhibit 10.5




INTEGRA BANK CORPORATION

2007 EQUITY INCENTIVE PLAN

(As amended April 15, 2009)




1. Plan Purpose. The purpose of the Plan is to promote the long-term interests of the
Company and its shareholders by providing a means for attracting and retaining officers, directors
and key employees of the Company and its Affiliates.



2. Definitions. The following definitions are applicable to the Plan:



“Affiliate” means any “parent corporation” or “subsidiary corporation” of the Company
as such terms are defined in Code sections 424(e) and (f), respectively.



“Award” means the grant by the Committee of Incentive Stock Options, Non-Qualified
Stock Options, Restricted Shares, Performance Shares, Performance Units, Stock SARs or any
combination thereof, as provided in the Plan.



“Award Agreement” means the written agreement setting forth the terms and provisions
applicable to each Award granted under the Plan.



“Base Value” means, with respect to a Stock SAR, the Market Value of a Share on the
date of grant of the Stock SAR.




“Board” means the Board of Directors of the Company.



“Cause” means, in connection with a Participant’s termination of service, theft or
embezzlement from the Company or any Affiliate, violation of a material term or condition of
employment, disclosure of confidential information of the Company or any Affiliate, conviction of
the Participant of a crime of moral turpitude, stealing of trade secrets or intellectual property
owned by the Company or any Affiliate, any act by the Participant in competition with the Company
or any Affiliate, or any other act, activity or conduct of a Participant which in the opinion of
the Board is adverse to the best interests of the Company or any Affiliate.



“Change in Control” means each of the events set forth in any one of the following
paragraphs:




(i) The acquisition, within a 12-month period ending on the date of the most recent
acquisition, by any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a
“Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act as in effect from time to time) of thirty-five percent (35%) or more of the
combined voting power of the then outstanding voting securities of the Company entitled to
vote generally in the election of directors; provided, however, that the following
acquisitions shall not constitute an acquisition of control: (A) any acquisition by a
Person who, immediately before the commencement of the 12-month period, already held
beneficial ownership of thirty-five percent (35%) or more of that combined voting power;
(B) any acquisition directly from the Company (excluding an acquisition by virtue of the
exercise of a conversion privilege), (C) any acquisition by the Company, (D) any acquisition
by any employee benefit plan (or related trust) sponsored or maintained by the Company or
any corporation controlled by the Company, or (E) any acquisition by any corporation
pursuant to a reorganization, merger or consolidation, if, following such reorganization,
merger or consolidation, the conditions described in clauses (A), (B) and (C) of
subsection (iii) of this definition are satisfied;


 


 









 






(ii) The replacement of a majority of members of the Company’s Board of Directors
during any 12-month period, by members whose appointment or election is not endorsed by a
majority of the members of the Company’s Board of Directors prior to the date of the
appointment or election;




(iii) A reorganization, merger or consolidation, in each case, unless, following such
reorganization, merger or consolidation, (A) more than sixty percent (60%) of, respectively,
the then outstanding shares of common stock of the corporation resulting from such
reorganization, merger or consolidation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in the election
of directors is then beneficially owned, directly or indirectly, by all or substantially all
of the individuals and entities who were the beneficial owners, respectively, of the
outstanding Company common stock and outstanding Company voting securities immediately prior
to such reorganization, merger or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization, merger or consolidation, of the
outstanding Company stock and outstanding Company voting securities, as the case may be,
(B) no Person (excluding the Company, any employee benefit plan or related trust of the
Company or such corporation resulting from such reorganization, merger or consolidation and
any Person beneficially owning, immediately prior to such reorganization, merger or
consolidation, directly or indirectly, twenty-five percent (25%) or more of the outstanding
Company common stock or outstanding voting securities, as the case may be) beneficially
owns, directly or indirectly, twenty-five percent (25%) or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from such reorganization,
merger or consolidation or the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of directors and
(C) at least a majority of the members of the board of directors of the corporation
resulting from such reorganization, merger or consolidation were members of the Incumbent
Board at the time of the execution of the initial agreement providing for such
reorganization, merger or consolidation;




(iv) A complete liquidation or dissolution of the Company; or




(v) The sale or other disposition of all or substantially all of the assets of the
Company, other than any of the following dispositions: (A) to a corporation with respect to
which following such sale or other disposition (x) more than sixty percent (60%) of,
respectively, the then outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the outstanding Company common stock and outstanding
Company voting securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior to such sale or
other disposition, of the outstanding Company common stock and outstanding Company voting
securities, as the case may be, (y) no Person (excluding the Company and any employee
benefit plan or related trust of the Company or such corporation and any Person beneficially
owning, immediately prior to such sale or other disposition, directly or indirectly,
twenty-five percent (25%) or more of the outstanding Company common stock or outstanding
Company voting securities, as the case may be) beneficially owns, directly or indirectly,
twenty-five percent (25%) or more of, respectively, the then outstanding shares of common
stock of such corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of directors and
(z) at least a majority of the members of the board of directors of such corporation were
members of the Incumbent Board at the time of the execution of the initial agreement or
action of the Board providing for such sale or other disposition of assets of the Company;
(B) to a shareholder of the Company in exchange for or with respect to its stock; (C) to a
Person that owns, directly or indirectly, fifty percent (50%) or more of the total value or
voting power of all outstanding stock of the Company; or (D) to an entity, at least fifty
percent (50%) or more of the total value or voting power of which is owned, directly or
directly, by the Company or by a Person described in (C).




Despite any other provision of this definition to the contrary, an occurrence shall not
constitute a Change in Control if it does not constitute a change in the ownership or
effective control, or in the ownership of a substantial portion of the assets of, the
Company within the meaning of Code Section 409A(a)(2)(A)(v) and its interpretive
regulations.


 


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“Code” means the Internal Revenue Code of 1986, as amended, and its interpretive
regulations.



“Committee” means the Compensation Committee appointed by the Board pursuant to
Section 3 of the Plan.




“Company” means Integra Bank Corporation, an Indiana corporation.



“Continuous Service” means, in the case of an Employee, the absence of any
interruption or termination of service as an Employee of the Company or an Affiliate; and in the
case of an individual who is not an Employee, the absence of any interruption or termination of the
service relationship between the individual and the Company or an Affiliate. Service will not be
considered interrupted in the case of sick leave, military leave or any other leave of absence
approved by the Company or in the case of a Participant’s transfer between the Company and an
Affiliate or any successor to the Company.




“Director” means any individual who is a member of the Board.



“Disability” means total and permanent disability as determined by the Committee
pursuant to Code section 22(e)(3).




“EBITDA” means earnings before interest, taxes, depreciation and amortization.



“Employee” means any person, including an officer, who is employed by the Company or
any Affiliate.




“Exchange Act” means the Securities Exchange Act of 1934, as amended.



“Exercise Price” means the price per Share at which the Shares subject to an Option
may be purchased upon exercise of the Option.



“Incentive Stock Option” means an option to purchase Shares granted by the Committee
pursuant to the terms of the Plan that is intended to qualify under Code section 422.



“Market Value” means the price at which the Shares were last sold on the date in
question (or, if there is no reported sale on such date, on the last preceding date on which any
reported sale occurred) of Shares on the Nasdaq Global Market, or, if the Shares are not listed on
the Nasdaq Global Market, on the principal exchange on which the Shares are listed for trading, or,
if the Shares are not then listed for trading on any exchange, the mean between the closing high
bid and low asked quotations of one Share on the date in question as reported by NASDAQ or any
similar system then in use, or, if no such quotations are available, the fair market value on such
date of one Share as the Committee shall determine.



“Non-Qualified Stock Option” means an option to purchase Shares granted by the
Committee pursuant to the terms of the Plan, which option is not intended to qualify under Code
section 422.




“Option” means an Incentive Stock Option or a Non-Qualified Stock Option.




“Participant” means any individual selected by the Committee to receive an Award.



“Performance Cycle” means the period of time, designated by the Committee, over which
the achievement of any Performance Goals are to be measured.


 


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“Performance Goals” means any one or more of the following financial criteria which
may be determined on a Company-wide, departmental, divisional or regional basis and which may be
measured by using average amounts for the criteria, in absolute terms, by reference to internal
targets or by comparison to a group of other companies designated by the Committee:




	 	•	 	Return on assets 

	 
	 	•	 	 Return on equity

	 
	 	•	 	Return on capital

	 
	 	•	 	Return on revenues

	 
	 	•	 	Cash return on tangible equity

	 
	 	•	 	Net income

	 
	 	•	 	Operating income

	 
	 	•	 	Efficiency ratio

	 
	 	•	 	Loan portfolio growth

	 
	 	•	 	Core deposit growth

	 
	 	•	 	Cash flow 

	 
	 	•	 	 Book value

	 
	 	•	 	Stock price performance

	 
	 	•	 	Earnings per share

	 
	 	•	 	Price earnings ratio

	 
	 	•	 	Credit quality

	 
	 	•	 	Net interest margin

	 
	 	•	 	Non-interest income

	 
	 	•	 	Core earnings

	 
	 	•	 	Total shareholder return







“Performance Shares” means Shares awarded pursuant to Section 13 of the Plan.



“Performance Unit” means an Award granted to a Participant pursuant to Section 13 of
the Plan.




“Plan” means the Integra Bank Corporation 2007 Equity Incentive Plan.



“Reorganization” means the liquidation or dissolution of the Company, or any merger,
consolidation or combination of the Company (other than a merger, consolidation or combination in
which the Company is the continuing entity and which does not result in the outstanding Shares
being converted into or exchanged for different securities, cash or other property or any
combination thereof).



“Restricted Period” means the period of time selected by the Committee for the purpose
of determining when restrictions are in effect under Section 12 of the Plan with respect to
Restricted Shares.



“Restricted Shares” means Shares that have been contingently awarded to a Participant
by the Committee subject to the restrictions referred to in Section 12 of the Plan, so long as such
restrictions are in effect.



“Retirement” means, in the case of an Employee, a termination of Continuous Service by
reason of the Employee’s retirement on or after the Employee’s 55th birthday if the
Employee has completed five years of Continuous Service.




“Securities Act” means the Securities Act of 1933, as amended.




“Shares” means the shares of common stock, no par value, of the Company.




“Stock SARs” means an Award granted pursuant to Section 14 of the Plan.



3. Administration; Performance Conditions. The Plan will be administered by the
Compensation Committee of the Board of Directors, which will consist of two or more members of the
Board, each of whom will be a “non-employee director” as provided under Rule 16b-3 of the Exchange
Act, and an “outside director” as provided under Code section 162(m). The members of the Committee
will be appointed by the Board. Except as limited by the express provisions of the Plan, the
Committee will have sole and complete authority and discretion to (a) select Participants and grant
Awards; (b) determine the number of Shares to be subject to types of Awards generally, as well as
to individual Awards granted under the Plan; (c) determine the terms and conditions upon which
Awards will be granted under the Plan; (d) prescribe the form and terms of Award Agreements;
(e) establish procedures and regulations for the administration of the Plan; (f) interpret the
Plan; and (g) make all determinations deemed necessary or advisable for the administration of the
Plan.



A majority of the Committee will constitute a quorum, and the acts of a majority of the
members present at any meeting at which a quorum is present, or acts approved in writing by all
members of the Committee without a meeting, will be acts of the Committee. All determinations and
decisions made by the Committee pursuant to the provisions of the Plan will be final, conclusive,
and binding on all persons, and will be given the maximum deference permitted by law.


 


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The Committee may delegate to one or more other directors of the Company, including directors
who do not qualify as “non-employee directors,” the authority, subject to such terms and
limitations as the Committee shall determine and guidelines set forth in Plan to grant Awards to,
or to cancel, modify, waive rights with respect to, alter, discontinue, suspend or terminate Awards
held by, Employees who are not officers or directors of the Company for purposes of Section 16 of
the Exchange Act; provided, however, that any delegation shall conform with the requirements of
applicable law and with the requirements, if any, of the National Association of Securities
Dealers, Inc. or any exchange on which the Company’s Shares may be traded.



The Committee may condition any Award, other than an Award of Incentive Stock Options, upon
the achievement of any one or more of the Performance Goals measured over a Performance Cycle
designated by the Committee.



4. Participants. The Committee may select from time to time Participants in the Plan
from those officers, Directors, and Employees of the Company or its Affiliates who, in the opinion
of the Committee, have the capacity for contributing in a substantial measure to the successful
performance of the Company or its Affiliates.



5. Substitute Options. In the event the Company or an Affiliate consummates a
transaction described in Code Section 424(a), persons who become Employees or Directors on account
of such transaction may be granted Options in substitution for Options granted by the former
employer. The Committee, in its sole discretion and consistent with Code Section 424(a) shall
determine the Exercise Price of the substitute Options, but in no event shall the Exercise Price of
the substitute Options be lower than the Market Value, as of the date that the substitute Options
are granted, of the Shares that may be purchased pursuant to the substitute Options.



6. Shares Subject to Plan, Limitations on Grants and Exercise Price. Subject to
adjustment by the operation of Section 16 hereof:




(a) The maximum number of Shares that may be issued with respect to Awards made
under the Plan is 1,000,000 Shares, no more than 100,000 of which may be issued
pursuant to Awards granted in the form of Incentive Stock Options. The number of
Shares that may be granted under the Plan to any Participant during any year under
all forms of Awards will not exceed 200,000 Shares.




(b) The Shares with respect to which Awards may be made under the Plan may
either be authorized and unissued Shares or issued Shares heretofore or hereafter
reacquired and held as treasury Shares. Any Award that expires, terminates or is
surrendered for cancellation, or with respect to Restricted Shares, which is
forfeited (so long as any cash dividends paid on such Shares are also forfeited),
may be subject to new Awards under the Plan with respect to the number of Shares as
to which a termination or forfeiture has occurred. Additionally, Shares that are
withheld by the Company or delivered by the Participant to the Company in order to
satisfy payment of the Exercise Price or any tax withholding obligation and Shares
granted pursuant to an Award Agreement which is subsequently settled in cash rather
than Shares, may be subject to new Awards under the Plan.




(c) Notwithstanding any other provision under the Plan, the Exercise Price for
any Incentive Stock Option awarded under the Plan may not be less than the Market
Value of the Shares.




(d) In connection with the granting of an Award, the number of Shares available
for issuance under this Plan shall be reduced by the number of Shares in respect of
which the Award is granted or denominated; provided, however, that, with respect to
a Stock SAR, the number of Shares available for issuance under this Plan shall be
reduced only by the number of Shares issued in settlement.


 


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(e) If any Option is exercised by tendering previously acquired Shares to the
Company as full or partial payment of the Exercise Price, the number of Shares
available for issuance under this Plan shall be increased by the number of Shares so
tendered.




(f) Whenever any outstanding other Award (or portion thereof) shall expire,
lapse, be cancelled, or is otherwise terminated for any reason, without having been
exercised or payment having been made in respect of the entire Award, the Shares
allocable to the expired, lapsed, cancelled, settled or otherwise terminated portion
of the Award may again be the subject of other Awards granted under this Plan.



7. General Terms and Conditions of Options.




(a) The Committee will have full and complete authority and discretion, except
as expressly limited by the Plan, to grant Options and to prescribe the terms and
conditions (which need not be identical among Participants) of the Options;
provided, however, that the Committee shall not enter into any Award Agreement that
includes terms or conditions that would subject the Participant to gross income
inclusion, interest, or additional tax pursuant to Code Section 409A. Each Option
will be evidenced by an Award Agreement that will specify: (i) the Exercise Price,
(ii) the number of Shares subject to the Option, (iii) the expiration date of the
Option, (iv) the manner, time and rate (cumulative or otherwise) of exercise of the
Option, (v) the restrictions, if any, to be placed upon the Option or upon Shares
that may be issued upon exercise of the Option, (vi) the conditions, if any, under
which a Participant may transfer or assign Options, and (vii) any other terms and
conditions as the Committee, in its sole discretion, may determine.




(b) The Committee shall not, without the further approval of the shareholders
of the Company, authorize the amendment of any outstanding Option Award Agreement to
reduce the Exercise Price. Furthermore, no Option shall be cancelled and replaced
with an Option having a lower Exercise Price without further approval of the
shareholders of the Company.



8. Exercise of Options. 




(a) Except as provided in Section 18, an Option granted under the Plan will be
exercisable only by the Participant, and except as provided in Section 9 of the
Plan, no Option may be exercised unless at the time the Participant exercises the
Option, the Participant has maintained Continuous Service since the date of the
grant of the Option.




(b) To exercise an Option under the Plan, the Participant must give written
notice to the Company specifying the number of Shares with respect to which the
Participant elects to exercise the Option together with full payment of the Exercise
Price. The date of exercise will be the date on which the notice is received by the
Company. Payment may be made either (i) in cash (including check, bank draft or
money order), (ii) by tendering Shares already owned by the Participant for at least
six (6) months prior to the date of exercise and having a Market Value on the date
of exercise equal to the Exercise Price, (iii) through the delivery of a notice that
the Participant has placed a market sell order with a broker with respect to Shares
issuable upon exercise of the Option and the broker has been directed to pay a
sufficient portion of the net proceeds of the sale to the Company to cover the
Exercise Price, or (iv) by any other means determined by the Committee in its sole
discretion.


 


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9. Termination of Options. Unless otherwise specifically provided elsewhere in the
Plan or by the Committee in the Award Agreement or any amendment thereto, Options will terminate as
provided in this Section.




(a) Unless sooner terminated under the provisions of this Section, Options will
expire on the earlier of the date specified in the Award Agreement or the expiration
of ten (10) years from the date of grant.




(b) If the Continuous Service of a Participant is terminated for reason of
Retirement, the Participant may exercise all Options that are vested or that vest in
full within the period of thirty-six months (36) months immediately succeeding the
Participant’s Retirement. Any unvested Options remaining at the end of the 36-month
post-retirement period will be forfeited by the Participant.




(c) If the Continuous Service of a Participant is terminated for Cause, all
rights under any Options granted to the Participant will terminate immediately upon
the Participant’s cessation of Continuous Service, and the Participant will (unless
the Committee, in its sole discretion, waives this requirement) repay to the Company
within ten (10) days the amount of any gain realized by the Participant upon any
exercise of an Option, awarded under the Plan, within the 90-day period prior to the
cessation of Continuous Service.




(d) If the Continuous Service of a Participant is terminated voluntarily by the
Participant for any reason other than death, Disability, or Retirement, the
Participant may exercise outstanding Options to the extent that the Participant was
entitled to exercise the Options at the date of cessation of Continuous Service, but
only within the period of three (3) months immediately succeeding the Participant’s
cessation of Continuous Service, and in no event after the applicable expiration
dates of the Options.




(e) If the Continuous Service of a Participant is terminated by the Company
without Cause, the Participant may exercise outstanding Options to the extent that
the Participant was entitled to exercise the Options at the date of cessation of
Continuous Service, but only within the period of three (3) months immediately
succeeding the Participant’s cessation of Continuous Service, and in no event after
the applicable expiration dates of the Options; provided, however, that if a
Participant is terminated by the Company without Cause within twelve months after a
Change in Control, such Participant may exercise outstanding Options to the extent
he or she was entitled to exercise the Options at the date of cessation of
Continuous Service, within the period of one (1) year immediately succeeding the
cessation of Continuous Service but in no event after the applicable expiration
dates of the Options.




(f) In the event of the Participant’s death or Disability, all Options
heretofore granted and not fully exercisable will become exercisable in full and the
Participant or the Participant’s beneficiary, as the case may be, may exercise such
Options within the period of one (1) year immediately succeeding the Participant’s
cessation of Continuous Service by reason of death or Disability, and in no event
after the applicable expiration date of the Options.




(g) Notwithstanding the provisions of the foregoing paragraphs of this Section
9, the Committee may, in its sole discretion, establish different terms and
conditions pertaining to the effect of the cessation of Continuous Service, to the
extent permitted by applicable federal and state law. Additionally, notwithstanding
the provisions of the foregoing paragraphs of this Section 9, the Committee may, in
its sole discretion, allow the exercise of an expired Option if the Committee
determines that: (i) the expiration was solely the result of the Company’s inability
to execute the exercise of an Option due to conditions beyond the Company’s control,
and (ii) the Participant made valid and reasonable efforts to exercise the Award.
In the event the Committee makes such a determination, the Company shall allow the
exercise to occur as promptly as possible following its receipt of exercise
instructions subsequent to such determination.


 


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10. Restrictive Covenants. In its discretion, the Committee may condition the grant
of any Option under the Plan upon the Participant agreeing to reasonable covenants in favor of the
Company and/or any Affiliate (including, without limitation, covenants not to compete, not to
solicit employees and customers, and not to disclose confidential information) that may have effect
following the termination of employment with the Company or any Affiliate, and after the Option has
been exercised, including, without limitation, the requirement to disgorge any profit, gain or
other benefit received upon exercise of the Option prior to any breach of any covenant.



11. Incentive Stock Options.




(a) Incentive Stock Options may be granted only to Participants who are
Employees. Any provisions of the Plan to the contrary notwithstanding, (i) no
Incentive Stock Option will be granted more than ten (10) years from the earlier of
the date the Plan is adopted by the Board of Directors of the Company or approved by
the Company’s shareholders, (ii) no Incentive Stock Option will be exercisable more
than ten (10) years from the date the Incentive Stock Option is granted, (iii) the
Exercise Price of any Incentive Stock Option will not be less than the Market Value
per Share on the date such Incentive Stock Option is granted, (iv) any Incentive
Stock Option will not be transferable by the Participant to whom such Incentive
Stock Option is granted other than by will or the laws of descent and distribution
and will be exercisable during the Participant’s lifetime only by such Participant,
(v) no Incentive Stock Option will be granted that would permit a Participant to
acquire, through the exercise of Incentive Stock Options in any calendar year, under
all plans of the Company and its Affiliates, Shares having an aggregate Market Value
(determined as of the time any Incentive Stock Option is granted) in excess of
$100,000 (determined by assuming that the Participant will exercise each Incentive
Stock Option on the date that such Option first becomes exercisable), and (vi) no
Incentive Stock Option may be exercised more than three (3) months after the
Participant’s cessation of Continuous Service (one (1) year in the case of
Disability) for any reason other than death. Notwithstanding the foregoing, in the
case of any Participant who, at the date of grant, owns shares possessing more than
10% of the total combined voting power of all classes of capital stock of the
Company or any Affiliate, the Exercise Price of any Incentive Stock Option will not
be less than 110% of the Market Value per Share on the date such Incentive Stock
Option is granted and such Incentive Stock Option shall not be exercisable more than
five years from the date such Incentive Stock Option is granted.




(b) Notwithstanding any other provisions of the Plan, if for any reason an
Option granted under the Plan that is intended to be an Incentive Stock Option fails
to qualify as an Incentive Stock Option, such Option will be deemed to be a
Non-Qualified Stock Option, and such Option will be deemed to be fully authorized
and validly issued under the Plan.



12. Terms and Conditions of Restricted Shares. The Committee will have full and
complete authority, subject to the limitations of the Plan, to grant Awards of Restricted Shares
and to prescribe the terms and conditions (which need not be identical among Participants) in
respect of the Awards. Unless the Committee otherwise specifically provides in the Award
Agreement, an Award of Restricted Shares will be subject to the following provisions:




(a) At the time of an Award of Restricted Shares, the Committee will establish
for each Participant a Restricted Period during which, or at the expiration of
which, the Restricted Shares will vest. Subject to paragraph (e) of this Section,
the Participant will have all the rights of a shareholder with respect to the
Restricted Shares, including, but not limited to, the right to receive all dividends
paid on the Restricted Shares and the right to vote the Restricted Shares. The
Committee will have the authority, in its discretion, to accelerate the time at
which any or all of the restrictions will lapse with respect to any Restricted
Shares prior to the expiration of the Restricted Period, or to remove any or all
restrictions, whenever it may determine that such action is appropriate by reason of
changes in applicable tax or other laws or other changes in circumstances occurring
after the commencement of the Restricted Period.




(b) Subject to Section 17, if a Participant ceases Continuous Service for any
reason other than death or disability, before the Restricted Shares have vested, a
Participant’s rights with respect to the unvested portion of the Restricted Shares
will terminate and be returned to the Company.




(c) Subject to Section 17, if a Participant ceases Continuous Service by reason
of death or Disability before any Restricted Period has expired, the Restricted
Shares will become fully vested.


 


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(d) Each certificate issued in respect to Restricted Shares will be registered
in the name of the Participant and deposited by the Participant, together with a
stock power endorsed in blank, with the Company and will bear the following (or a
similar) legend:




“The transferability of this certificate and the shares
represented hereby are subject to the terms and conditions
(including forfeiture) contained in the Integra Bank
Corporation 2007 Equity Incentive Plan, and an Award
Agreement entered into between the registered owner and
Integra Bank Corporation. Copies of the Plan and Award
Agreement are on file in the office of the Secretary of
Integra Bank Corporation.”




(e) At the time of an Award of Restricted Shares, the Participant will enter
into an Award Agreement with the Company in a form specified by the Committee
agreeing to the terms and conditions of the Award.




(f) At the time of an Award of Restricted Shares, the Committee may, in its
discretion, determine that the payment to the Participant of dividends declared or
paid on the Restricted Shares by the Company, or a specified portion thereof, will
be deferred until the earlier to occur of (i) the lapsing of the restrictions
imposed with respect to the Restricted Shares, or (ii) the forfeiture of such
Restricted Shares under paragraph (b) of this Section, and will be held by the
Company for the account of the Participant until such time. In the event of
deferral, there will be credited at the end of each year (or portion thereof)
interest on the amount of the account at the beginning of the year at a rate per
annum as the Committee, in its discretion, may determine. Payment of deferred
dividends, together with accrued interest, will be made upon the earlier to occur of
the events specified in (i) and (ii) of this paragraph. The Committee’s authority,
however, to accelerate the lapse of restrictions or to remove restrictions on
Restricted Shares, pursuant to paragraph (a) of this Section, shall not apply to
accelerate the payment of any deferred dividends on the Restricted Shares.




(g) At the expiration of the restrictions imposed by this Section, the Company
will redeliver to the Participant the certificate(s) and stock powers, deposited
with the Company pursuant to paragraph (c) of this Section and the Shares
represented by the certificate(s) will be free of all restrictions.




(h) No Award of Restricted Shares may be assigned, transferred or encumbered.




13. Performance Shares and Performance Units.




(a) The Committee, in its sole discretion, may from time to time authorize the
grant of Performance Shares and Performance Units upon the achievement of
performance goals (which may be cumulative and/or alternative) within a designated
Performance Cycle as may be established, in writing, by the Committee based on any
one or any combination of the Performance Goals.




(b) In the case of Performance Units, the Committee shall determine the value
of Performance Units under each Award.




(c) As determined in the discretion of the Committee, performance goals may
differ among Participants and/or relate to performance on a Company-wide or
divisional basis.




(d) At such time as it is certified, in writing, by the Committee that the
Performance Goals established by the Committee have been attained or otherwise
satisfied within the Performance Cycle, the Committee will authorize the payment of
Performance Shares or Performance Units in the form of cash or Shares registered in
the name of the Participant, or a combination of cash and Shares, equal to the value
of the Performance Shares or Performance
Units at the end of the Performance Cycle. Payment shall be made in a lump sum
no later than the 15th day of the third month following the end of the calendar year
in which the applicable Performance Cycle ends.


 


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(e) The grant of an Award of Performance Shares or Performance Units will be
evidenced by an Award Agreement containing the terms and conditions of the Award as
determined by the Committee. To the extent required under Code section 162(m), the
business criteria under which Performance Goals are determined by the Committee will
be resubmitted to shareholders for reapproval no later than the first shareholder
meeting that occurs in the fifth year following the year in which shareholders
previously approved the Plan.




(f) Subject to Section 17, if the Participant ceases Continuous Service before
the end of a Performance Cycle for any reason other than Disability or death, the
Participant will forfeit all rights with respect to any Performance Shares or
Performance Units that were being earned during the Performance Cycle. The
Committee, in its sole discretion, may establish guidelines providing that if a
Participant ceases Continuous Service before the end of a Performance Cycle by
reason of Disability or death, the Participant will be entitled to a prorated
payment with respect to any Performance Shares or Performance Units that were being
earned during the Performance Cycle.




14. Stock SARs.




(a) The Committee may, from time to time, authorize the grant of stock
appreciation rights that are denominated or payable in, valued in whole or in part
by reference to, or otherwise based on or related to, Shares (including, without
limitation, securities convertible into Shares) as are deemed by the Committee to be
consistent with the purposes of the Plan (“Stock SARs”). Subject to the terms of
the Plan, the Committee shall determine the terms and conditions of such Awards.




(b) Upon exercise of vested Stock SARs, the following procedure will govern the
determination of the number of Shares that settle the exercise of the Award:




(i) The number of Stock SARs exercised is multiplied by the dollar amount by
which the Market Value of a Share of common stock on the date of exercise exceeds
the Base Value of a Share.




(ii) A portion of the dollar amount calculated in Section 14(b)(i) is withheld
for income tax purposes; the amount to be determined by the Committee consistent
with federal and state income tax withholding guidelines.




(iii) The dollar amount remaining after the calculation in Section 14(b)(ii) is
divided by the Market Value of a Share on the date of exercise to determine the
number of Shares delivered to the Participant to settle the exercise of the Stock
SARs. Such delivery of Shares will always be denominated in whole shares. The
dollar value of any fractional Share resulting from the previous calculations is
distributed to the Participant in the form of cash.




(c) Unless otherwise specifically provided elsewhere in the Plan or by the
Committee in the Award Agreement or any amendment thereto, Stock SARs will terminate
at the same times and upon the same terms and conditions as are provided for Options
under Section 9.



15. Adjustments Upon Changes in Capitalization. In the event of any change in the
outstanding Shares subsequent to the effective date of the Plan by reason of any reorganization,
recapitalization, stock split, stock dividend, combination or exchange of shares, merger,
consolidation or any change in the corporate structure or Shares of the Company, the maximum
aggregate number and class of Shares as to which Awards may be granted under the Plan and the
number and class of Shares, and the exercise price of Options and Base Value of
Stock SARs, with respect to which Awards theretofore have been granted under the Plan will be
appropriately adjusted by the Committee to prevent the dilution or diminution of Awards. The
Committee’s determination with respect to any adjustments will be conclusive. Any Shares or other
securities received, as a result of any of the foregoing, by a Participant with respect to
Restricted Shares will be subject to the same restrictions and the certificate(s) or other
instruments representing or evidencing the Shares or other securities will be legended and
deposited with the Company in the manner provided in Section 12 of this Agreement.


 


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16. Effect of Reorganization. Unless otherwise provided by the Committee in the Award
Agreement, Awards will be affected by a Reorganization as follows:




(a) If the Reorganization is a dissolution or liquidation of the Company then
(i) the restrictions on Restricted Shares will lapse and (ii) each outstanding
Option and Stock SAR Award will terminate, but each Participant to whom the Award
was granted will have the right, immediately prior to the dissolution or
liquidation, to exercise the Option or Stock SAR in full, notwithstanding the
provisions of Section 11, and the Company will notify each Participant of such right
within a reasonable period of time prior to any dissolution or liquidation.




(b) If the Reorganization is a merger or consolidation, upon the effective date
of the Reorganization (i) each Participant will be entitled, upon exercise of an
Option or Stock SAR in accordance with all of the terms and conditions of the Plan,
to receive in lieu of Shares, shares or other securities or consideration as the
holders of Shares are entitled to receive pursuant to the terms of the
Reorganization; and (ii) each holder of Restricted Shares will be entitled to
receive shares or other securities as the holders of Shares received which will be
subject to the restrictions set forth in Section 12 (unless the Committee
accelerates the lapse of such restrictions) and the certificate(s) or other
instruments representing or evidencing the shares or other securities shall be
legended and deposited with the Company in the manner provided in Section 12 of this
Plan.



The adjustments contained in this Section and the manner of application of such provisions
will be determined solely by the Committee.




17. Effect of Change of Control.




(a) If the Continuous Service of any Participant of the Company or any
Affiliate is involuntarily terminated, for whatever reason, at any time within
twelve (12) months after a Change in Control, unless the Committee has otherwise
provided in the Award Agreement, (i) any Restricted Period with respect to an Award
of Restricted Shares will lapse upon the Participant’s termination of Continuous
Service and all Restricted Shares will become fully vested in the Participant to
whom the Award was made; and (ii) with respect to Performance Shares and Performance
Units, the Participant will be entitled to receive a prorata payment to the same
extent as if the Participant ceases Continuous Service by reason of death or
Disability under Section 13 of the Plan.




(b) If a tender offer or exchange offer for Shares (other than such an offer by
the Company) is commenced, or if a Change in Control occurs, unless the Committee
has otherwise provided in the Award Agreement, all Option and Stock SAR Awards
theretofore granted and not fully exercisable will become exercisable in full upon
the happening of such event and will remain exercisable in accordance with their
terms; provided, however, that no Options or Stock SARs which have previously been
exercised or otherwise terminated will become exercisable.



18. Assignments and Transfers. No Award nor any right or interest of a Participant in
any Award under the Plan may be assigned, encumbered or transferred otherwise than by will or the
laws of descent and distribution. Notwithstanding the foregoing, the Committee may, in its sole
discretion, set forth in an Award Agreement at the time of grant or thereafter, that the Award
(other than Incentive Stock Options) may be transferred to members of the Participant’s immediate
family, to one or more trusts solely for the benefit of such immediate family members and to
partnerships in which such family members or trusts are the only partners. For this purpose,
immediate family means the Participant’s spouse, parents, children, step-children, grandchildren
and legal dependents. Any transfer of an Award under this provision will not be effective until notice
of such transfer is delivered to the Company.


 


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19. Employee Rights Under the Plan. No officer, Director, Employee or other person
will have a right to be selected as a Participant nor, having been so selected, to be selected
again as a Participant, and no officer, Director, Employee or other person will have any claim or
right to be granted an Award under the Plan or under any other incentive or similar plan of the
Company or any Affiliate. Neither the Plan nor any action taken under the Plan will be construed
as giving any Employee any right to be retained in the employ of the Company or any Affiliate.



20. Delivery and Registration of Shares. The Company’s obligation to deliver Shares
with respect to an Award will, if the Committee requests, be conditioned upon the receipt of a
representation as to the investment intention of the Participant to whom such Shares are to be
delivered, in such form as the Committee will determine to be necessary or advisable to comply with
the provisions of the Securities Act or any other applicable federal or state securities laws. It
may be provided that any representation requirement will become inoperative upon a registration of
the Shares or other action eliminating the necessity of the representation under the Securities Act
or other state securities laws. The Company will not be required to deliver any Shares under the
Plan prior to (a) the admission of such Shares to listing on any stock exchange or system on which
Shares may then be listed, and (b) the completion of any registration or other qualification of the
Shares under any state or federal law, rule or regulation, as the Company determines to be
necessary or advisable.



21. Withholding Tax. Prior to the delivery of any Shares or cash pursuant to an
Award, the Company has the right and power to deduct or withhold, or require the Participant to
remit to the Company, an amount sufficient to satisfy all applicable tax withholding requirements.
The Committee, in its sole discretion and pursuant to such procedures as it may specify from time
to time, may permit or require a Participant to satisfy all or part of the tax withholding
obligations in connection with an Award by (a) having the Company withhold otherwise deliverable
Shares, or (b) delivering to the Company Shares already owned for a period of at least six months
and having a value equal to the amount required to be withheld. The amount of the withholding
requirement will be deemed to include any amount that the Committee determines, not to exceed the
amount determined by using the maximum federal, state or local marginal income tax rates applicable
to the Participant with respect to the Award on the date that the amount of tax to be withheld is
to be determined for these purposes. For these purposes, the value of the Shares to be withheld or
delivered will be equal to the Market Value as of the date that the taxes are required to be
withheld.



22. Deferrals. Notwithstanding any other provision of the Plan, the Committee may
permit (upon timely election by the Participant) or require a Participant to defer such
Participant’s receipt of the payment of cash or the delivery of Shares that would otherwise be due
to such Participant by virtue of the lapse or waiver of restrictions with respect to Restricted
Shares, or the satisfaction of any requirements or goals with respect to Performance Units or
Performance Shares. If any such deferral election is required or permitted, the Committee shall
establish rules and procedures for such payment deferrals that satisfy the applicable standards for
nonqualified deferred compensation plans established by Code Section 409A and its interpretive
regulations and other regulatory guidance.



23. Termination, Amendment and Modification of Plan. The Board may at any time
terminate, and may at any time and from time to time and in any respect amend or modify the Plan;
provided, however, that to the extent necessary and desirable to comply with Rule 16b-3 under the
Exchange Act or Code section 422 (or any other applicable law or regulation, including requirements
of any stock exchange or quotation system on which the Company’s common stock is listed or quoted),
shareholder approval of any Plan amendment will be obtained in the manner and to the degree as is
required by the applicable law or regulation; and provided further, that no termination, amendment
or modification of the Plan will in any manner affect any Award theretofore granted pursuant to the
Plan without the consent of the Participant to whom the Award was granted or the transferee of the
Award.



24. Effective Date and Term of Plan. The Plan will become effective upon its adoption
by the Board of Directors and shareholders of the Company. Unless sooner terminated pursuant to
Section 22, no further Awards may be made under the Plan after April 18, 2017.


 


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25. Code Section 409A.




(a) If as of the date his employment terminates, a Participant is a “key
employee” within the meaning of Code Section 416(i), without regard to paragraph
416(i)(5) thereof, and if the Company has stock that is publicly traded on an
established securities market or otherwise, any deferred compensation payments
otherwise payable under this Plan because of his termination of Continuous Service
(for reasons other than death or Disability) will be suspended until, and will be
paid to the Participant on, the first day of the seventh month following the month
in which the Participant’s last day of employment occurs. For purposes of this
Plan, “deferred compensation” means compensation provided under a nonqualified
deferred compensation plan as defined in, and subject to, Code Section 409A.




(b) The Plan and Award Agreements shall be interpreted and applied in a manner
consistent with the applicable standards for nonqualified deferred compensation
plans established by Code Section 409A and its interpretive regulations and other
regulatory guidance. To the extent that any terms of the Plan or an Award Agreement
would subject the Participant to gross income inclusion, interest, or additional tax
pursuant to Code Section 409A, those terms are to that extent superseded by, and
shall be adjusted to the minimum extent necessary to satisfy, the applicable Code
Section 409A standards.



26. Governing Law. Except as provided in Section 25, the Plan and Award Agreements
will be construed in accordance with and governed by the internal laws of the State of Indiana.
The Committee may provide that any dispute as to any Award shall be presented and determined in
such forum as the Committee may specify, including through binding arbitration.



27. Repricing of Options. Nothing in this Plan shall permit the repricing of any
outstanding options other than (a) with the prior approval of the Company’s shareholders, or (b)
pursuant to Sections 15 and 16. The foregoing restriction shall also apply to any other
transaction which would be treated as a repricing of outstanding options under generally accepted
accounting principles.



28. Prior Plans. Following the effective date of this Plan, the Company shall not
make any additional awards under the Integra Bank Corporation 2003 Stock Option and Incentive Plan
or the Integra Bank Corporation 1999 Stock Option and Incentive Plan.




 


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