Exhibit 10.3



 






Exhibit 10.3




FIRST FINANCIAL BANCORP.

1999 STOCK INCENTIVE PLAN

FOR OFFICERS AND EMPLOYEES

AGREEMENT FOR RESTRICTED STOCK AWARD




This Restricted Stock Award Agreement (the “Agreement”) is between FIRST FINANCIAL BANCORP., an
Ohio Corporation (the “Corporation”), and [employee name], who, as of [date], which is the date of
this Agreement, is an employee of [employer name] (the “Employee”):




WHEREAS, the Corporation established the 1999 Stock Incentive Plan for Officers and Employees (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 Employee 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 Employee as of the date
of this Agreement [number of shares awarded] shares of restricted Common Stock of the
Corporation (“Common Stock”), without par value, in consideration of services to be rendered.
	 
	2.  	Restrictions on Transfer. The shares of restricted Common Stock so received by the
Employee and any additional shares attributable thereto received by the Employee 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 ends with respect to the restricted Common Stock granted under this Agreement as of
whichever is later: (i) as of the anniversary date(s) of this date of this Agreement as set
forth in Schedule 3(a) below or (ii) as of the date that the Committee determines that all of
the Benchmarks set forth in Schedule 3(b), if any, are satisfied. Schedule 3(b), if any, is
hereby incorporated in this Agreement as a part hereof. Notwithstanding the foregoing, if the
Committee determines that 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,
effective as of the date of such Change in Control (as determined by the Committee)





Schedule 3(a)




	 	 	 
	 	 	Shares of Common Stock
	Anniversary Date	 	Free From Restriction on
	of this Agreement	 	Indicated Anniversary Number*
	                 Anniversary

	 	                 
	                 Anniversary

	 	                 
	                 Anniversary

	 	                 
	                 Anniversary

	 	                 
	                 Anniversary

	 	                 






 









 








*Indicates number of awarded shares of restricted Common Stock which become free of
restrictions on the indicated anniversary.




The Committee may, at the time of the granting to the Employee of the restricted Common
Stock or at any time thereafter, reduce or terminate the Restriction Period otherwise
applicable to all or any portion of the restricted Common Stock, provided, however, that if
the Employee is a Covered Employee (as defined in the Plan), any applicable Benchmarks have
been satisfied.




	4.  	Forfeiture Provision. Employee hereby agrees that if his or her employment with the
Corporation is terminated for any reason, whether by retirement, death, disability,
resignation, dismissal for cause or otherwise, and such termination is prior to the expiration
of the Restriction Period applicable to any shares of the restricted Common Stock, when such
termination occurs, the Employee’s ownership and all related rights with respect to all shares
of Common Stock to which the Restriction Period has not ended automatically will be forfeited
and the Corporation automatically will become the sole owner of such shares.
	 
	   	References to the Corporation in this Section include the Corporation’s subsidiaries and
Affiliates. A transfer of the Employee’s employment between subsidiaries and/or Affiliates
of the Corporation or between any subsidiary or Affiliate and the Corporation will not be
considered a termination of employment for purposes of this Agreement.






	5.  	Stock Certificates.






	 	(a)  	Upon award of the restricted Common Stock to the Employee, one or more stock
certificates which evidence such shares of restricted Common Stock will be issued by
the Corporation for the benefit of the Employee. 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 Employee hereby
agrees to deposit with the Corporation stock powers endorsed by the Employee 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. 1999 Stock Incentive Plan and a Restricted Stock 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
Employee or the Employee’s designee, or in the event of such Employee’s death
subsequent to expiration of the Restriction Period, to the Employee’s legal
representative, heir or legatee.




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






	 	(a)  	The Employee 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 Employee.
	 
	 	(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 Employee.






	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 Employee agrees that, in the event of award and receipt of the
restricted Common Stock or the expiration of restrictions thereon results in the Employee’s
realization of income which for federal, state or local income tax purposes is, in the opinion
of counsel for the Corporation, subject to withholding of tax at source by the Employee’s
employer, the Employee will pay to such Employee’s employer an amount equal to such
withholding tax or make arrangements satisfactory to the Corporation regarding the payment of
such tax (or such employer on behalf of the Corporation may withhold such amount from
Employee’s salary or from dividends paid by the Corporation on shares of the restricted Common
Stock or any other compensation payable to the Employee).
	 
	9.  	Investment Representation. The Employee 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 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 Employee 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.




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	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 Employee or other person or persons succeeding to his or her
interest will be delivered to the Employee or such other person or persons at the Employee’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
Employee 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 Employee and are not
transferable except that in the event of the Employee’s death, such rights are transferable to
the Employee’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.
	 
	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 Employee with respect to any loss, cost or expense which the Employee 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. 1999 Stock Incentive Plan for Officers and
Employees (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 Employee and is incorporated by reference and made a part of this
Agreement. Capitalized terms




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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 Employee 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 _____, 200___.




	 	 	 	 	 
	 	 	FIRST FINANCIAL BANCORP.
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Title:
	 	President & CEO
	 
	 	 	 	 
	

	 	 	 	

	

	 	 	 	Signature of Employee






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 Employee










Street Address










City, State, and Zip Code










Social Security Number










Signature of Employee



RSA99-EMP



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