EX-10.28



 







EXHIBIT 10.28




AGREEMENT FOR RESTRICTED STOCK AWARD

FOR NON-EMPLOYEE DIRECTORS



This Agreement for Restricted Stock Award (the “Agreement”) is between FIRST FINANCIAL BANCORP., an
Ohio Corporation (the “Corporation”), and who, as of April 25, 2006, which is the date of this
Agreement, is a non-employee director of First Financial Bancorp. (the “Director”):



WHEREAS, the Corporation established the Amended and Restated 1999 Non-Employee Director Stock Plan
(the “Plan”) and a Committee of the Board of Directors of the Corporation designated in the Plan
(the “Committee”) approved the execution of this Agreement containing the Restricted Stock Award
herein set forth to the Director upon the terms and conditions hereinafter set forth:



NOW THEREFORE, in consideration of the mutual obligations contained herein, it is hereby agreed:





	 	1.	 	Award of Restricted Stock. The Corporation hereby awards to Director as of the
date of this Agreement shares of restricted Common Stock of the Corporation (“Common
Stock”), without par value, in consideration of services to be rendered (the “Award”).
	 
	 	2.	 	Restrictions on Transfer. The shares of restricted Common Stock so received by
the Director and any additional shares attributable thereto received by the Director as a
result of any stock dividend, recapitalization, merger, reorganization or similar event are
subject to the restrictions set forth herein and may not be sold, assigned, transferred,
pledged or otherwise encumbered during the Restriction Period, except as permitted hereby.
	 
	 	3.	 	Restriction Period. The Restriction Period begins as of the date of this
Agreement and, except as otherwise provided in this Agreement or the Plan, all restrictions
on restricted Common Stock granted pursuant to the Award shall end (and the restricted
Common Stock shall thereupon become vested) on the applicable anniversary date(s) of the
date of this Agreement (the “Anniversary Dates”) as set forth below:





	 	 	 	 	 
	Anniversary Date	 	First Eligible to Vest on
	of this Agreement	 	Indicated Anniversary Date
	1st anniversary date
	 	 	33.33	%
	2nd anniversary date
	 	 	33.33	%
	3rd anniversary date
	 	 	33.33	%







Notwithstanding the foregoing, if there has been a Change in Control (as such term is
defined in the Plan), the Restriction Period ends with respect to such shares of restricted
Common Stock in accordance with the Plan.




	 	4.	 	Terms and Conditions. Awards are subject to the Plan, including, but not
limited to, “Section 7.2 Terms and Condition.”
	 
	 	5.	 	Stock Certificates.






	 	(a)	 	Upon award of the restricted Common Stock to the Director, one or more stock
certificates which evidence such shares of restricted Common Stock will be issued by
the Corporation for the benefit of the Director. Each such stock certificate will be
deposited with and held by the Corporation or its agent. Any such certificate for
restricted Common Stock of the Corporation resulting from any stock dividend,
recapitalization,
merger, reorganization or similar event will also be deposited with and held by the




 









 







	 	 	 	Corporation or its agent. All such stock certificates and Common Stock evidenced
thereby will be subject to the forfeiture provisions, limitations on transferability
and all other restrictions herein contained. The Director hereby agrees to deposit
with the Corporation stock powers endorsed by the Director in blank and in such
number as requested by the Corporation.
	 
	 	(b)	 	All stock certificates for shares of restricted Common Stock issued during the
Restriction Period will bear the following legend:
	 
	 	 	 	           “The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) of the First Financial Bancorp. Amended and Restated 1999
Non-Employee Director Stock Plan and an Award Agreement. Copies of such Plan
and Agreement are on file at the offices of First Financial Bancorp., Hamilton,
Ohio.”
	 
	 	(c)	 	With regard to any shares of restricted Common Stock which cease to be
subject to restrictions pursuant to Section 3, the Corporation will, within sixty
(60) days of the date such shares cease to be subject to restrictions, transfer
Common Stock for such shares free of all restrictions set forth in the Plan and
this Agreement to the Director or the Director’s designee, or in the event of such
Director’s death subsequent to expiration of the Restriction Period, to the
Director’s legal representative, heir or legatee.






	 	6.	 	Shareholder’s Rights. Subject to the terms of this Agreement, during the
Restriction Period:






	 	(a)	 	The Director will have, with respect to the restricted Common Stock, the right
to vote all shares of the restricted Common Stock received under or as a result of this
Agreement, including shares which are subject to the restrictions on transfer in
Section 2 and to the forfeiture provisions in Section 4 of this Agreement.
	 
	 	(b)	 	Cash dividends paid with respect to restricted Common Stock during the
Restriction Period will be paid in cash to the Director.
	 
	 	(c)	 	Dividends payable in Common Stock with respect to the restricted Common Stock
during the Restriction Period will be held subject to the vesting of the underlying
restricted Common Stock and then automatically paid in the form of Common Stock to the
Director.






	 	7.	 	Regulatory Compliance. The issue of shares of restricted Common Stock and Common
Stock will be subject to full compliance with all then-applicable requirements of law and
the requirements of the exchange upon which Common Stock may be traded, as set forth in the
Plan.
	 
	 	8.	 	Withholding Tax. The Corporation shall have the right to retain or sell without
notice sufficient Common Stock to cover the amount of any federal income tax required to be
withheld with respect to such Common Stock being issued or vested, remitting any balance to
the Director; provided, however, that the Director shall have the right to provide the
Corporation with the funds to enable it to pay such tax.
	 
	 	9.	 	Investment Representation. The Director represents and agrees that if he or she is
awarded and receives the restricted Common Stock at a time when there is not in effect under
the Securities Act of 1933 a registration statement pertaining to the shares and there is not
available for delivery




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	 	 	 	a prospectus meeting the requirements of Section 10(A)(3) of said Act,
(i) he or she will accept and receive such shares for the purpose of investment and not with a
view to their resale or distribution, (ii) that upon such award and receipt, he or she will
furnish to the Corporation an investment letter in form and substance satisfactory to the
Corporation, (iii) prior to selling or offering for sale any such shares, he or she will
furnish the Corporation with an opinion of counsel satisfactory to the Corporation to the
effect that such sale may lawfully be made and will furnish the Corporation with such
certificates as to factual matters as the Corporation may reasonably request, and (iv) that
certificates representing such shares may be marked with an appropriate legend describing such
conditions precedent to sale or transfer.
	 
	 	10.	 	Federal Income Tax Election. The Director hereby acknowledges receipt of advice
that, pursuant to current federal income tax laws, (i) he or she has thirty (30) days in which
to elect to be taxed in the current taxable year on the fair market value of the restricted
Common Stock in accordance with the provisions of Internal Revenue Code Section 83(b), and
(ii) if no such election is made, the taxable event will occur upon expiration of restrictions
on transfer at termination of the Restriction Period and the tax will be measured by the fair
market value of the restricted Common Stock on the date of the taxable event.
	 
	 	11.	 	Adjustments. If, after the date of this Agreement, the Common Stock of the
Corporation is, as a result of a merger, reorganization, consolidation, recapitalization,
reclassification, split-up, spin-off, separation, liquidation, stock dividend, stock split,
reverse stock split, property dividend, share repurchase, share combination, share exchange,
issuance of warrants, rights or debentures or other change in corporate structure of the
Corporation, increased or decreased or changed into or exchanged for a different number or
kind of shares of stock or other securities of the Corporation or of another corporation,
then:






	 	(a)	 	there automatically will be substituted for each share of restricted Common
Stock for which the Restriction Period has not ended granted under the Agreement the
number and kind of shares of stock or other securities into which each outstanding
share is changed or for which each such share is exchanged; and
	 
	 	(b)	 	the Corporation will make such other adjustments to the securities subject to
provisions of the Plan and this Agreement as may be appropriate and equitable;
provided, however, that the number of shares of restricted Common Stock will always be
a whole number.






	 	12.	 	Notices. Each notice relating to this Agreement must be in writing and
delivered in person or by registered mail to the Corporation at its office, 300 High Street,
Hamilton, Ohio 45011, attention of the Secretary, or at such other place as the Corporation
has designated by notice. All notices to the Director or other person or persons succeeding
to his or her interest will be delivered to the Director or such other person or persons at
the Director’s address below specified or such other address as specified in a notice filed
with the Corporation.
	 
	 	13.	 	Determinations of the Corporation Final. Any dispute or disagreement which
arises under, as a result of, or in any way relates to the interpretation or construction of
this Agreement will be determined by the Board of Directors of the Corporation or by a
committee appointed by the Board of Directors of the Corporation (or any successor
corporation). The Director hereby agrees to accept any such determination as final, binding
and conclusive for all purposes.
	 
	 	14.	 	Successors. All rights under this Agreement are personal to the Director and
are not transferable except that in the event of the Director’s death, such rights are
transferable to the Director’s legal representatives, heirs or legatees. This Agreement will
inure to the benefit of and be binding upon the Corporation and its successors and assigns.




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	 	15.	 	Obligations of the Corporation. The liability of the Corporation under the Plan and
this Agreement is limited to the obligations set forth therein. No term or provision of the
Plan or this Agreement will be construed to impose any liability on the Corporation in favor
of the Director with respect to any loss, cost or expense which the Director may incur in
connection with or arising out of any transaction in connection therewith.
	 
	 	16.	 	Governing Law. This Agreement will be governed by and interpreted in accordance with
the laws of the State of Ohio.
	 
	 	17.	 	Plan. The First Financial Bancorp. Amended and Restated 1999 Non-Employee Director
Stock Plan (the “Plan”) will control if there is any conflict between the Plan and this
Agreement and on any matters that are not contained in this Agreement. A copy of the Plan has
been provided to the Director and is incorporated by reference and made a part of this
Agreement. Capitalized terms used but not specifically defined in this Agreement will have
the definitions given to them in the Plan.
	 
	 	18.	 	Entire Agreement. This Agreement and the Plan supersede any other agreement, whether
written or oral, that may have been made or entered into by the Corporation and/or any of its
subsidiaries and the Director relating to the shares of restricted Common Stock that are
granted under this Agreement. This Agreement and the Plan constitute the entire agreement by
the parties with respect to such matters, and there are no agreements or commitments except as
set forth herein and in the Plan.
	 
	 	19.	 	Captions; Counterparts. The captions in this Agreement are for convenience only and
will not be considered a part of or affect the construction or interpretation of any provision
of this Agreement. This Agreement may be executed in any number of counterparts, each of
which will constitute one and the same instrument.




IN WITNESS WHEREOF, this Agreement for Restricted Stock Award has been executed and dated by the
parties hereto as of the                      day of                     , 2006.




	 	 	 	 	 
	 	 	FIRST FINANCIAL BANCORP.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Title: President & CEO
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Signature of Director






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I hereby direct that all cash dividends to which I am entitled on my shares of restricted Common
Stock under the foregoing Agreement as well as all notices and other written communications in
connection with such shares be mailed to me at the following address:




	 	 	 	 	 	 	 
	 	 	     
Name of Director	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	     
Street Address	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	     
City, State, and Zip Code	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	     
Social Security Number	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	     
Signature of Director	 	 






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