Exhibit 10.2



 






Exhibit 10.2




STOCK OPTION AGREEMENT

for

NONQUALIFIED STOCK OPTIONS




This Stock Option Agreement for Nonqualified Stock Options (the “Agreement”) is made as of
________, between First Financial Bancorp., an Ohio corporation (hereinafter called the
“Corporation”) and _____, currently an employee of _____ (hereinafter called the “Employee”).




In consideration of the mutual covenants hereinafter set forth and other good and valuable
consideration, the Corporation and Employee agree as follows:





	1.  	Number Of Option Shares And Purchase Price. As of the date set forth above, the
Corporation grants to the Employee, as a matter of separate inducement and agreement, and not
in lieu of salary or any other compensation for services, the Option to purchase an aggregate
of ___shares of the Corporation’s Common Stock, without par value, on the terms and
conditions hereinafter set forth, at the per share purchase price of $___, the Fair Market
Value on the date of this Agreement as set forth above. The Employee accepts this Option
subject to all the terms and conditions of the Plan and this Agreement. This grant is
intended to be an agreement for a Nonqualified Stock Option and will be construed and
interpreted accordingly.






	2.  	Incorporation Of 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 furnished to the Employee 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.






	3.  	Vesting Of Option. The Option, i.e., the right to purchase shares of the
Corporation’s Common Stock under this Agreement, will become a vested accrued right to
purchase only if the Employee has been continuously employed by the Corporation and/or one or
more of its subsidiaries or Affiliates from the date of this Agreement to the date on which
vesting occurs, and cannot be exercised before such date. The right to purchase shares of the
Corporation’s Common Stock under this Agreement will vest on the first anniversary of the date
of this Agreement, on the Employee’s retirement after the Employee’s sixty-fifth birthday, or
to the extent provided in the Plan upon a Change in Control, whichever occurs first, provided,
however, that the right to purchase such shares under this Agreement will terminate on the
tenth anniversary of the date of this Agreement.






	4.  	Transfer Of Option. The Option is not transferable by an Employee other than: (i)
by will, or, if the Employee dies intestate, by the laws of descent and distribution of the
state of such Employee’s domicile at the time of death or (ii) pursuant to a qualified
domestic relations order (a “QDRO,” as defined in the Internal Revenue Code or Title I of the
Employee Retirement Income Security Act of 1974, as amended). The Option is exercisable
during the lifetime of the Employee only by the Employee or the person to whom it is
transferred pursuant to a QDRO. The Option may not be assigned or hypothecated. Any
attempted assignment, transfer, pledge, hypothecation or other disposition of the Option
contrary to the provisions hereof, and the levy of attachment or similar process upon the
Option, will be null and void and without effect. The Corporation may terminate the Option in
the event of any such assignment, transfer, pledge, hypothecation, other disposition of the
Option or levy of attachment or similar process, by notice




 









 












to that effect to the person then entitled to exercise the Option. Such termination of the
Option will not prejudice any rights or remedies which the Board of Directors or the
Corporation may have under this Agreement or otherwise.




	5.  	Option Rights Upon Termination. In the event of the Employee’s Termination of
Employment for any reason, the rights under any then-outstanding Option granted pursuant to
the Plan which are exercisable as of the date he or she ceases to be an Employee may be
exercised by the Employee (or in the case of a deceased Employee by his or her legal
representative) within the periods described herein but in no event may the exercise of the
Option extend beyond ten (10) years from the date of its grant. References to the Corporation
in this Section 5 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.






	 	(a)  	If the Employee’s Termination of Employment is for any reason other than death,
Disability, Retirement or Cause, the Option will terminate three months after the
Employee’s Termination of Employment (unless the Employee dies during such period), or
on the Option’s expiration date, if earlier, and will be exercisable during such period
after the Employee’s Termination of Employment only with respect to the number of
 shares of Common Stock which the Employee was entitled to purchase on the day preceding
the day on which the Termination of Employment occurs.
	 
	 	(b)  	If the Employee’s Termination of Employment is for Cause (as defined in the
Plan), the Option will terminate on the date of the Employee’s Termination of
Employment and may not be exercised on or after that date.
	 
	 	(c)  	If the Employee’s Termination of Employment is due to the Employee’s death
while an employee of the Corporation, the Option will terminate upon the earlier to
occur of: (x) 12 months after the date of the Employee’s death, or (y) the Option’s
expiration date. The Option will be exercisable during such period after the
Employee’s death with respect to the number of shares of Common Stock as to which the
Option was exercisable on the date preceding the Employee’s death.
	 
	 	(d)  	If the Employee’s Termination of Employment is due to the Employee’s Disability
or Retirement while an employee of the Corporation, the Option will terminate upon the
earlier to occur of: (x) 12 months after the date of the Employee’s Disability or
Retirement (unless the Employee dies during such period), or (y) the Option’s
expiration date. The Option will be exercisable during such period after the
Employee’s Disability or Retirement with respect to the number of shares of Common
Stock as to which the Option was exercisable on the date preceding the Employee’s
Disability or Retirement, as the case may be.
	 
	 	(e)  	In the event of the Employee’s death within twelve months after the Employee’s
Termination of Employment due to Disability or Retirement or in the event of the
Employee’s death within three months after the Employee’s Termination of Employment for
any other reason (except for Cause or death), the Option will terminate upon the
earlier to occur of: (x) 12 months after the date of the Employee’s death, or (y) the
Option’s expiration date. The Option will be exercisable during such period after the




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Employee’s death with respect to the number of shares of Common Stock as to which
the Option was exercisable on the date preceding the Employee’s death.




	 	(f)  	Notwithstanding Section 5(a) but subject to Section 5(b), if the Employee’s
Termination of Employment occurs at or after a Change in Control other than by reason
of Cause, death, Disability or Retirement, an Option held by the Employee will be
exercisable for the lesser of: (x) six months and one day after the Employee’s
Termination of Employment, and (y) the balance of such Option’s term.
	 
	 	(g)  	Notwithstanding any other provision of this Agreement, in the event of
Termination of Employment with the Corporation for any reason, and its sole discretion,
the Committee may extend any exercise period which is less than twelve months up to
twelve months after the Employee ceases to be an employee (but in no event beyond the
Option’s expiration date) and/or may permit the exercise of all or any portion of the
Option not otherwise yet exercisable.






	6.  	Exercise Of Option. Subject to the terms and conditions of this Agreement, the
Option is exercisable only by written notice to the Corporation delivered pursuant to Section
10 of this Agreement. Each exercise of the Option must involve the purchase of not less than
One Hundred (100) shares of the Corporation’s Common Stock except when any unused accrued
right to purchase applies to less than One Hundred (100) shares. Each notice concerning the
exercise of the Option must:






	 	(a)  	state the election to exercise the Option and the number of shares for which it
is being exercised;
	 
	 	(b)  	be signed by the person or persons exercising the Option and, if the Option is
being exercised by anyone other than the Employee, be accompanied by proof,
satisfactory to counsel for the Corporation, of the right of such person or persons to
exercise the Option; and
	 
	 	(c)  	be accompanied by full payment equal to the aggregate exercise price of the
 shares for which the Option is being exercised in one or a combination of the following
forms:






	 	(i)  	a certified or bank check or such other instrument as the
Corporation may accept payable to the order of the Corporation,
	 
	 	(ii)  	a tender of shares of previously acquired, unrestricted Common
Stock of the Corporation owned for at least six months having a Fair Market
Value at the time of exercise equal to the exercise price of the shares for
which the Option is being exercised, or
	 
	 	(iii)  	instructions to the Corporation to withhold from the shares in
respect of which the Option is being exercised a number of such shares having a
Fair Market Value on the date of exercise equal to the exercise price of the
 shares for which the Option is being exercised.






The Option will not be deemed to have been exercised unless all of the preceding provisions
of this Section 6 are complied with. For all purposes of this Agreement, the date of the
exercise of



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the Option with respect to any particular shares is the date on which such notice, proof (if
required) and payment, all have been mailed by registered mail or personally delivered to
the Corporation. Such delivery may be made at the office of the Corporation, 300 High
Street, Hamilton, Ohio 45011, or at such other place as the Corporation has designated by
notice. The certificate or certificates for the shares as to which the Option is exercised
will be registered in the name of the person or persons exercising the Option and will be
delivered to or upon the written order of the person or persons exercising the Option within
fifteen days after receipt by the Corporation of such notice, proof (if required) and
payment.




	7.  	Holding Period For Option Shares Purchased. The Employee agrees not to sell, assign
or transfer any shares of Common Stock acquired as a result of exercising an Option, or any
part thereof, until after such shares have been held by the Employee for one year after the
date of exercise of the Option which resulted in their acquisition. This Section 7 will not
apply: (i) on and after a Change in Control, (ii) on and after an Employee’s Disability or
Retirement, (iii) to a person who is the personal representative, heir or legatee of a
deceased Employee, (iv) to the extent necessary for tax withholding pursuant to the Plan or
(v) to the extent necessary in connection with the exercise of an Option pursuant to the third
paragraph of Section 6(c). Certificates for shares subject to the restrictions of this
Section 7 will include a legend which describes such restrictions. When such restrictions
end, unlegended certificates for such shares will be delivered upon surrender of the legended
certificates.






	8.  	Adjustments To Option Shares. If, after the date of this Agreement, the Common
Shares of the Corporation are, 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 Common Share subject to an
unexercised Option (in whole or in part) 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;






	(b)  	the Option price per share or unit of securities will be increased or decreased
proportionately so that the aggregate purchase price for the securities subject to the
Option remains the same as immediately prior to such event; and






	(c)  	the Corporation will make such other adjustments to the securities subject to
options and provisions of the Plan and this Agreement as may be appropriate and
equitable; provided, however, that the number of shares subject to any Option will
always be a whole number.






	9.  	Conditions For Exercise Of Option. Notwithstanding any other provision of this
Agreement, no Option granted under this Agreement may be exercised in whole or in part:






	(a)  	Unless the shares being the subject of this Agreement are registered under the
Securities Act of 1933 (the “Act”), or if such registration is not required, unless the
Employee exercising the Option furnishes the Corporation with an opinion of counsel
acceptable to




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the Corporation confirming that such registration is not required, provided,
however, that the Corporation may waive the presentation of an opinion of counsel
but may require a written statement signed by the Employee containing investment
representations satisfactory to the Corporation and an agreement to accept such
restrictions on transfer of the shares as the Corporation reasonably imposes so long
as such shares have not been currently registered under the Act;




	 	(b)  	Until the shares subject to this Agreement are registered under any applicable
blue sky laws;or
	 
	 	(c)  	If the issuance of Common Stock of the Corporation upon such exercise would
constitute a violation of any applicable federal or state securities or other law or
valid regulation.






	10.  	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 then entitled to exercise
the Option 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.
	 
	11.  	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.
	 
	12.  	Successors And Assigns. This Agreement will inure to the benefit of and be binding
upon each successor and assign of the Corporation. All obligations imposed upon the Employee,
and all rights granted to the Corporation hereunder or in the Plan are binding upon the
Employee’s heirs, legal representatives and successors.
	 
	13.  	Obligations Of The Corporation. The liability of the Corporation under the Plan and
this Agreement and any sale made hereunder is limited to the obligations set forth herein with
respect to such sale. 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. Nothing in the Plan or this Agreement will confer upon
the Employee any right to continue in the employ of the Corporation or any subsidiary or
Affiliate of the Corporation, to be entitled to any remuneration or benefits not set forth in
the Plan or this Agreement or interfere with or limit the right of the Corporation or any
subsidiary or Affiliate of the Corporation to terminate the Employee’s employment at any time.
	 
	14.  	Governing Law. This Agreement will be governed by the laws of the State of Ohio.
	 
	15.  	Entire Agreement. This Stock Option 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 or Affiliates and the Employee relating to the grant of the
Options that are the subject of this Agreement and/or the right to purchase shares of
Corporation Common Stock in connection with those Options. This Agreement and the Plan
constitute the entire agreement by




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the parties with respect to such matters, and there are no agreements or commitments except
as set forth herein.




	16.  	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, the Corporation has caused this Agreement to be executed in its name by
its Chairman or by its President and its corporate seal to be hereunto affixed and attested
by its Secretary or by its ___as of the day and year first above written,
and the Employee has hereunto set his or her hand on the day and year specified below.





	 	 	 	 	 
	 	 	FIRST FINANCIAL BANCORP.
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Title:
	 	President & CEO
	ATTEST:
	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	 
	Executive Vice President
	 	 	 	 
	 	 	

	

	 	 	 	Employee’s Signature
	 
	 	 	 	 
	 	 	

	

	 	 	 	Social Security Number
	 
	 	 	 	 
	 	 	

	

	 	 	 	Address
	 
	 	 	 	 
	 	 	

	

	 	 	 	City/State/Zip
	 
	 	 	 	 
	 	 	

	

	 	 	 	Date





NQ99.EMP


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