EX-10.(n)



 Exhibit 10(n) 

OLD NATIONAL BANCORP 

AMENDED AND RESTATED 2008 INCENTIVE COMPENSATION 

PLAN PERFORMANCE UNITS AWARD AGREEMENT 

This Award Agreement (“Agreement”) is entered into as of January 26, 2017 (“Grant Date”), by and between Old National
Bancorp, an Indiana corporation (“Company”), and                      an officer or employee of the Company or one of its Affiliates
(“Participant”). 
 Background 

A. The Company adopted the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan (“Plan”) to further the growth
and financial success of the Company and its Affiliates by aligning the interests of participating officers and key employees (“participants”) more closely with those of the Company’s shareholders, providing participants with an
additional incentive for excellent individual performance, and promoting teamwork among participants. 
 B. The Company believes that the
goals of the Plan can be achieved by granting Performance Units to eligible officers and other key employees. 
 C. The Compensation and
Management Development Committee of the Board has determined that a grant of Performance Units to the Participant, as provided in this Award Agreement, is in the best interests of the Company and its Affiliates and furthers the purposes of the Plan.

 D. The Participant wishes to accept the Company’s grant of Performance Units, subject to the terms and conditions of this Award
Agreement, the Plan and the Company’s Stock Ownership Guidelines. 
 Agreement 

In consideration of the premises and the mutual covenants herein contained, the Company and the Participant agree as follows: 

1. Defined Terms. For purposes of this Agreement, if the first letter of a word (or each word in a term) is capitalized, the term shall
have the meaning provided in this Agreement, or if such term is not defined by this Agreement, the meaning specified in the Plan. 
 (a)
“Adjusted Share Distribution” means, with respect to a Performance Unit, a number of whole Shares equal to the sum of the Unadjusted Share Distribution and the Dividend Adjustment. 

(b) “Appendix A” means Appendix A to this Agreement, which is hereby incorporated herein and made a part hereof. Appendix A
describes the performance factor and goals with respect to the Internal Performance Units. 
 (c) “Appendix B” means Appendix B to
this Agreement, which is hereby incorporated herein and made a part hereof. Appendix B describes the performance factor and goals with respect to the Relative Performance Units. 

  
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 (d) “Dividend Adjustment” means, with respect to a Performance Unit, a number of whole
units, determined as provided in Section 6, which is added to the Unadjusted Share Distribution to reflect dividend payments during the Performance Period on the units included in the Unadjusted Share Distribution. 

(e) “Internal Performance Unit” means a contingent right awarded pursuant to this Agreement for distribution of a Share upon
attainment of the Performance Goals as set forth in Appendix A. 
 (f) “Maximum Performance” means the Performance Goal
achievement required for the maximum permissible distribution with respect to an Internal Performance Unit, as set out in Appendix A, or a Relative Performance Unit, as set out in Appendix B. 

(g) “Minimum Performance” means the minimum Performance Goal achievement required for any distribution to be made with respect to an
Internal Performance Unit, as set out in Appendix A, or a Relative Performance Unit, as set out in Appendix B. 
 (h) “Performance
Goal” means a financial target on which the distribution with respect to a Performance Unit is based, as set out in either Appendix A or Appendix B. 

(i) “Performance Period” means the Performance Period specified in either Appendix A or Appendix B. 

(j) “Performance Unit” means a contingent right awarded pursuant to this Agreement for distribution of a Share upon attainment of
the Performance Goals as set forth in either Appendix A or Appendix B. 
 (k) “Relative Performance Unit” means a contingent right
awarded pursuant to this Agreement for distribution of a Share upon attainment of the Performance Goals as set forth in Appendix B. 
 (l)
“Section” refers to a Section of this Agreement. 
 (m) “Target Performance” means the Performance Goal achievement
required for the targeted distribution with respect to an Internal Performance Unit, as set out in Appendix A, or a Relative Performance Unit, as set out in Appendix B. If Target Performance is achieved but not exceeded for all Performance Goals,
the Unadjusted Share Distribution with respect to a Performance Unit is one share of the Company’s voting common stock (“Share”). 

(n) “Unadjusted Share Distribution” means, with respect to a Performance Unit, the total number of Shares to be distributed to the
Participant, before adding the Dividend Adjustment or subtracting required tax withholding. 
 2. Incorporation of Plan Terms. All
provisions of the Plan, including definitions (to the extent that a different definition is not provided in this Agreement), are incorporated herein and expressly made a part of this Agreement by reference. The Participant hereby acknowledges that
he or she has received a copy of the Plan. 

  
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 3. Award of Performance Units. The Committee has awarded the Participant
                     Internal Performance Units and
                     Relative Performance Units, effective as of the Grant Date, subject to the terms and conditions of the Plan and this Agreement.

 4. Contingent Distribution on Account of Performance Units. 

(a) Except as provided in Section 5, no distribution shall be made with respect to any Internal Performance Unit or Relative Performance
Unit, unless (i) the respective Minimum Performance is achieved or exceeded in accordance with the Performance Goal set out in the applicable Appendix, and (ii) the Participant (A) is continually employed by the Company and/or an
Affiliate at all times from the award of the Performance Units until the date on which Shares are distributed pursuant to Subsection (c) below; provided, however, the Committee may, in its discretion, waive the continuous employment requirement
in this clause (ii), or (B) Terminates Service during the Performance Period on account of his death, Disability, or Retirement. 
 (b)
All distributions on account of a Performance Unit shall be made in the form of Shares. The Unadjusted Share Distribution with respect to a Performance Unit, if any, is dependent on the Company’s achievement of the Performance Goals, as
specified in Appendix A and Appendix B. By way of example, if Target Performance for the Performance Period is achieved but not exceeded with respect to each Performance Goal, the Unadjusted Share Distribution shall consist of one share of the
Company’s voting common stock (“Share”). The number of Shares distributed on account of a Performance Unit shall be increased by the Dividend Adjustment to determine the Adjusted Share Distribution and reduced by applicable tax
withholding as provided in Section 9. If, after reduction for tax withholding, the Participant is entitled to a fractional Share, the net number of Shares distributed to the Participant shall be rounded down to the next whole number of Shares.

 (c) Except as expressly provided in Section 5, the Company shall distribute the Adjusted Share Distribution, reduced to reflect tax
withholding, on the date the Company files its Form 10K with the US Securities and Exchange Commission in the calendar year following the year in which the Performance Period ends. 

(d) Notwithstanding any other provision of this Agreement, the Committee may, in its sole discretion, reduce the number of Shares that may be
distributed as determined pursuant to the Adjusted Share Distribution calculation set forth above. The preceding sentence shall not apply to a distribution made pursuant to Section 5. 

(e) If a Participant Terminates Service during the Performance Period on account of Participant’s Disability or Retirement,
Participant’s Performance Units shall remain outstanding as if Participant had not Terminated Service, and payments with respect to such Performance Units shall be made at the same time and subject to the same performance requirements as
payments that are made to Participants who did not incur a Termination of Service during the applicable Performance Period. 
 (f) If a
Participant Terminates Service due to death during the Performance Period, the performance requirements with respect to the Participant’s Performance Units shall lapse, and the Participant’s Beneficiary shall, on the date of such
Termination of Service, be fully entitled to payment under such Performance Units as if targeted performance had been achieved and the Performance Period ended on the date of the Participant’s death, and such payments shall be made within sixty
(60) days after the Participant’s death. 

  
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 5. Change in Control. If a Change in Control occurs during the Performance Period, Article
XVI of the Plan shall govern the disposition of Performance Units awarded under this Agreement. 
 6. Dividend Adjustment. Except as
otherwise provided for in this Agreement, a Dividend Adjustment shall be added to the Unadjusted Share Distribution. The Dividend Adjustment shall be a number of Units equal to the number of Units that would have resulted, if each dividend paid
during the Performance Period on the Shares included in the Unadjusted Share Distribution had been immediately reinvested in Shares. 
 7.
Performance Goals. The applicable Performance Goals, the weight given to each Performance Goal, and the Minimum Performance, Target Performance, and Maximum Performance are set out in Appendix A and Appendix B. 

8. Participant’s Representations. The Participant agrees, upon request by the Company and before the distribution of Shares with
respect to the Performance Units, to provide written investment representations as reasonably requested by the Company. The Participant also agrees that, if he or she is a member of the Company’s Executive Leadership Group at the time the
Shares are distributed, and if at that time he or she has not satisfied the Company’s Stock Ownership guidelines, the Participant will continue to hold the Shares received in the Distribution, net of any shares withheld for taxes, until such
time as the Participant has satisfied the Company’s Stock Ownership requirement. 
 9. Income and Employment Tax Withholding.
All required federal, state, city, and local income and employment taxes that arise on account of the Performance Units shall be satisfied through the withholding of Shares otherwise distributable pursuant to this Agreement. 

10. Nontransferability. The Participant’s interest in the Performance Units or any distribution with respect to such units may not
be (i) sold, transferred, assigned, margined, encumbered, bequeathed, gifted, alienated, hypothecated, pledged, or otherwise disposed of, whether by operation of law, whether voluntarily or involuntarily or otherwise, other than by will or by
the laws of descent and distribution, or (ii) subject to execution, attachment, or similar process. Any attempted or purported transfer in contravention of this Section shall be null and void ab initio and of no force or effect whatsoever. 

11. Indemnity. The Participant hereby agrees to indemnify and hold harmless the Company and its Affiliates (and their respective
directors, officers and employees), and the Committee, from and against any and all losses, claims, damages, liabilities and expenses based upon or arising out of the incorrectness or alleged incorrectness of any representation made by Participant
to the Company or any failure on the part of the Participant to perform any agreements contained herein. The Participant hereby further agrees to release and hold harmless the Company and its Affiliates (and their respective directors, officers and
employees) from and against any tax liability, including without limitation, interest and penalties, incurred by the Participant in connection with his or her participation in the Plan. 

  
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 12. Changes in Shares. In the event of any change in the Shares, as described in
Section 4.04 of the Plan, the Committee, consistent with the principles set out in such Section, will make appropriate adjustment or substitution in the number of Performance Units, so that the contingent economic value of a Performance Units
remains substantially the same. The Committee’s determination in this respect will be final and binding upon all parties. 
 13.
Effect of Headings. The descriptive headings used in this Agreement are inserted for convenience and identification only and do not constitute a part of this Agreement for purposes of interpretation. 

14. Controlling Laws. Except to the extent superseded by the laws of the United States, the laws of the State of Indiana, without
reference to the choice of law principles thereof, shall be controlling in all matters relating to this Agreement. 
 15.
Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original, but all of which collectively will constitute one and the same instrument. 

16. Recoupment/Clawback. Any grant of Performance Units under this Agreement or any other award granted or paid to the
Participant under the Company’s Amended and Restated 2008 Incentive Compensation Plan, whether in the form of stock options, stock appreciation rights, restricted stock, performance units, performance units, stock or cash, is subject to
recoupment or “clawback” by the Company in accordance with the Company’s Bonus Recoupment/Clawback Policy, as may be amended from time to time. This Section, “Recoupment/Clawback,” shall survive termination of this
Agreement. 
 IN WITNESS WHEREOF, the Company, by its officer thereunder duly authorized, and the Participant, have caused this
Performance Unit Award Agreement to be executed as of the day and year first above written. 
 PARTICIPANT 

 

									
					
	Accepted by:	 	 	 		 	Date:	 	 
					
	Printed Name:	 	 	 		 		 	

  

			
	OLD NATIONAL BANCORP
		
	By:	 	 
		 	 Kendra L. Vanzo
 EVP, Associate
Engagement & Integration
 Old National Bancorp



  
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 APPENDIX A TO 2017 PERFORMANCE AWARD AGREEMENT 

(Internal Performance Factors) 
 Grant
Date: January 26, 2017 
 Performance Shares Awarded: See Section 3 of the Agreement 

Performance Period: January 1, 2017, through December 31, 2019 

Internal Factors for Determining Amount Payable Pursuant to Performance Award 

The number of Shares payable on account of a Performance Share (before any Dividend Adjustment or tax withholding) will be based on the result
of the following performance factor (“Performance Factor”) during the Performance Period: 
  

	 	•	 	Return on Average Tangible Common Equity 

 Definitions Related to Internal Performance Factors 

Return on Average Common Tangible Equity (ROATCE): ROATCE is defined as net income, excluding tax-affected amortization of intangibles,
as a percent of average tangible common equity for the final year of the performance period. Net Income is defined as GAAP Net Income, as reported in the Company’s Form 10-K for the fiscal year excluding, however, non-recurring charges charges
under GAAP and the impact of any and merger and integration charges associated with any transaction(s) that close in 2019. 
 Tangible Common Equity is
calculated by subtracting intangible assets and goodwill from the Company’s GAAP common equity. 
 Performance Weighting Fraction 

“Performance Weighting Fraction” means the relative importance of each performance measure in evaluating performance and determining
the number of Shares to be distributed (before any Dividend Adjustment or tax withholding) with respect to each Performance Share. The following weight has been assigned to the performance factor: 

ROATCE 

100% 
 Calculation of
Performance 
 For the Performance Factor, the performance level will be determined at the end of the Performance Period. The
performance level will then be multiplied by the Performance Weighting Fraction, resulting in the Company’s Performance Level. The table below shows the percentage of Shares to be issued with respect to each Performance Share (before any
Dividend Adjustment or tax withholding) at various performance levels. 

  
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 PERFORMANCE BASED RESTRICTED STOCK UNITS 

Performance Period – 2017 to 2019 

Performance Range Schedule – Subject to Board Approval 
  

													
	 Performance Range
	  	ROATCE	 	 	Percentage of Target	 	 	Percent of Incentive
Earned	 
	 MAXIMUM
	  	 	14.2	% 	 	 	104.4	% 	 	 	150	% 
		  	 	14.14	% 	 	 	104.0	% 	 	 	145	% 
		  	 	14.08	% 	 	 	103.5	% 	 	 	140	% 
		  	 	14.02	% 	 	 	103.1	% 	 	 	135	% 
		  	 	13.96	% 	 	 	102.6	% 	 	 	130	% 
		  	 	13.90	% 	 	 	102.2	% 	 	 	125	% 
		  	 	13.84	% 	 	 	101.8	% 	 	 	120	% 
		  	 	13.78	% 	 	 	101.3	% 	 	 	115	% 
		  	 	13.72	% 	 	 	100.9	% 	 	 	110	% 
		  	 	13.66	% 	 	 	100.4	% 	 	 	105	% 
	 TARGET
	  	 	13.60	% 	 	 	100.0	% 	 	 	100	% 
		  	 	13.51	% 	 	 	99.4	% 	 	 	91	% 
		  	 	13.43	% 	 	 	98.7	% 	 	 	81	% 
		  	 	13.34	% 	 	 	98.1	% 	 	 	72	% 
		  	 	13.25	% 	 	 	97.4	% 	 	 	63	% 
		  	 	13.16	% 	 	 	96.8	% 	 	 	53	% 
		  	 	13.08	% 	 	 	96.1	% 	 	 	44	% 
		  	 	12.99	% 	 	 	95.5	% 	 	 	34	% 
	 Threshold
	  	 	12.90	% 	 	 	94.9	% 	 	 	25	% 

 The percentage of incentive earned is derived from the respective linear equation (below) based upon ROATCE performance
whereby X represents the final ROATCE result and final percentage of incentive is rounded to the nearest whole percentage point. 
  

							
	 Final ROATCE
 Result

 
	 	 Incentive
 Calculation

 
	 		 	
	 ROATCE >= 13.6%
	 	83.33X-10.33	 		 	
	 ROATCE < 13.6%
	 	107.14X-13.57	 		 	
				
	 Example:
  

ROATCE Result
	 	Calculation	 	% of Incentive Earned	 	
	 13.70%
	 	83.33*13.7%-10.33	 	109%	 	

 Participants in this example would earn 109% of the award. Thus, a participant with a grant of 2,000 RSU in this example would
receive 109% of 2,000 or 2,180 RSUs plus accumulated dividends calculated at the same rate. 

  
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 Timing of Award Determination and Distribution 

Once performance results for the Company are known and approved by the auditors, the Compensation Committee will review and approve the final
performance results for the Performance Factor. The Compensation Committee reserves the right to use negative discretion to reduce the amount of any payment. The Shares will be distributed in accordance with the timing setforth in
Section 4(c) of this Agreement. 

  
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 APPENDIX B TO 2016 PERFORMANCE AWARD AGREEMENT 

(Relative Performance Measures) 
 Grant
Date: January 26, 2017 
 Performance Shares Awarded: See Section 3 of the Agreement 

Performance Period: January 1, 2017, through December 31, 2019 

Relative Factors for Determining Amount Payable Pursuant to Performance Award 

The number of Shares payable on account of a Performance Share (before any Dividend Adjustment or tax withholding) will be based on the
results of the following relative performance factor (“Performance Factor”) during the Performance Period, as measured against the comparator “Peer” group: 

Total Shareholder Return (TSR). Total Shareholder Return means the three-month average stock price for the period ending
December 31, 2016 (“Calculation Period”) compared to the three-month average stock price for the period ending December 31, 2019 (“Calculation Period”) for the Company and the Peer Group. The three-month average stock
price will be determined by averaging the closing stock price of each day during the three months ending on the applicable December 31, including adjustments for cash and stock dividends. 

Peer Group. The “Peer Group” is made up of the following: 
  

					
	 Company Name
	  	Ticker	  	State
	 OLD NATIONAL BANCORP
	  	ONB	  	IN
	 ASSOCIATED BANC-CORP
	  	ASBC	  	WI
	 CULLEN/FROST BANKERS, INC
	  	CFR	  	TX
	 COMMERCE BANCSHARES, INC
	  	CBSH	  	MO
	 PROSPERITY BANCSHARES, INC
	  	PB	  	TX
	 TCF FINANCIAL CORPORATION
	  	TCB	  	MN
	 HANCOCK HOLDING COMPANY
	  	HBHC	  	MS
	 WINTRUST FINANCIAL CORPORATION
	  	WTFC	  	IL
	 FULTON FINANCIAL CORPORATION
	  	FULT	  	PA
	 BANK OF THE OZARKS, INC.
	  	OZRK	  	AR
	 VALLEY NATIONAL BANCORP
	  	VLY	  	NJ
	 UMB FINANCIAL CORPORATION
	  	UMBF	  	MO
	 F. N. B. CORPORATION
	  	FNB	  	PA
	 BANK OF HAWAII CORPORATION
	  	BOH	  	HI
	 IBERIABANK CORP
	  	IBKC	  	LA
	 BANCORPSOUTH, INC
	  	BXS	  	MS
	 TRUSTMARK CORPORATION
	  	TRMK	  	MS
	 UNITED BANKSHARES INC
	  	UBSI	  	WV
	 MB FINANCIAL INC
	  	MBFI	  	IL
	 FIRST MIDWEST BANCORP, INC
	  	FMBI	  	IL
	 CHEMICAL FINANCIAL CORP
	  	CHFC	  	MI
	 INTERNATIONAL BANCSHARES CORPORATION
	  	IBOC	  	TX
	 GREAT WESTERN BANCORP, INC.
	  	GWB	  	SD
	 WESTERN ALLIANCE BANCORPORATION
	  	WAL	  	AZ


  
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 A Peer Group member shall be removed if it is acquired or fails during the Performance Period. 

Calculation of Performance 
 For the
Performance Factor: TSR will be calculated for each member of the Peer Group. The Company’s TSR percentile rank in the Peer Group will be utilized to determine the percentage, if any, of the Shares earned under the Performance Share award. 

The table below shows the percentage of Shares to be issued with respect to each Performance Share (before any Dividend Adjustment or tax withholding) at
various performance levels: 
  

					
	 Average

Percentile Rank vs. Peer

Group
	  	 % of Shares

Earned
	  	 Performance Level

	 < 25%
	  	0%	  	
	 25%
	  	25%	  	Threshold
	 26%
	  	26%	  	
	 27%
	  	27%	  	
	 28%
	  	28%	  	
	 29%
	  	29%	  	
	 30%
	  	30%	  	
	 31%
	  	32%	  	
	 32%
	  	34%	  	
	 33%
	  	36%	  	
	 34%
	  	38%	  	
	 35%
	  	40%	  	
	 36%
	  	43%	  	
	 37%
	  	46%	  	
	 38%
	  	49%	  	
	 39%
	  	52%	  	
	 40%
	  	55%	  	
	 41%
	  	59%	  	
	 42%
	  	63%	  	
	 43%
	  	67%	  	
	 44%
	  	71%	  	
	 45%
	  	75%	  	
	 46%
	  	80%	  	
	 47%
	  	85%	  	
	 48%
	  	90%	  	
	 49%
	  	95%	  	
	 50%
	  	100%	  	Target
	 51%
	  	102%	  	
	 52%
	  	103%	  	
	 53%
	  	105%	  	
	 54%
	  	107%	  	
	 55%
	  	108%	  	
	 56%
	  	110%	  	
	 57%
	  	112%	  	
	 58%
	  	113%	  	


  
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	 59%
	  	115%	  	
	 60%
	  	117%	  	
	 61%
	  	118%	  	
	 62%
	  	120%	  	
	 63%
	  	122%	  	
	 64%
	  	123%	  	
	 65%
	  	125%	  	
	 66%
	  	127%	  	
	 67%
	  	128%	  	
	 68%
	  	130%	  	
	 69%
	  	132%	  	
	 70%
	  	133%	  	
	 71%
	  	135%	  	
	 72%
	  	137%	  	
	 73%
	  	138%	  	
	 74%
	  	140%	  	
	 75%
	  	142%	  	
	 76%
	  	143%	  	
	 77%
	  	145%	  	
	 78%
	  	147%	  	
	 79%
	  	148%	  	
	 80% and above
	  	150%	  	Maximum

 Award Adjustment 
 The
Compensation and Management Development Committee reserves the right to reduce performance shares (in whole or in part) should the Company’s TSR be negative for the performance period. 

Timing of Award Determination and Distribution 

Once performance results for the Company are known and approved by the auditors, the Compensation Committee will review and approve the final
performance results for the Performance Factor. The Compensation Committee reserves the right to use negative discretion to reduce the amount of any payment. The Shares will be distributed in accordance with the timing set forth in
Section 4(c) of this Agreement. 

  
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