exv10w1








Exhibit 10.1




OLD NATIONAL BANK CASH-SETTLED VALUE APPRECIATION INSTRUMENT




Issue Date: July 29, 2011




1. Defined Terms. When used in this Value Appreciation Instrument (“VAI”), the following
terms have the meanings indicated.



“Bank” means Old National Bank, Evansville, Indiana.



“Business Day” means any day commencing at 9 A.M., Eastern Standard Time and ending at 5 P.M.,
Eastern Standard Time, that is not a Saturday or Sunday or a legal holiday on which banks are
authorized or required by law to be closed or a day on which the principal office of the FDIC is
closed.



“Company” means Old National Bancorp, Evansville, Indiana.



“Determination Price” means the Company’s “average volume weighted price” (displayed under the
heading “Bloomberg VWAP” on the issuer’s Bloomberg page) over the two NASDAQ trading days
immediately prior to the date on which the Bank receives the Notice.



“Exercise Date” means (i) the date of exercise designated by the Holder in the Notice (which
shall be no earlier than the date the Bank receives the Notice) or (ii) if the date is not so
designated in the Notice, the date the Bank receives the Notice, which, in either event, shall not
be later than the expiration of the Term.



“Exercise Price” means $10.64 subject to adjustment pursuant to Section 13.



“FDIC” means Federal Deposit Insurance Corporation in its capacity as Receiver of Integra
Bank, National Association, Evansville, Indiana.



“Holder” means the FDIC or its assignee(s).



“Initial Exercise Date” means August 5, 2011.



“Notice” means written notice, in the form attached as Appendix A, executed by the
Holder.



“Right” means the cash-settled value appreciation right granted pursuant to this VAI with
respect to Six Million (6,000,000) Units (such number of Units subject to adjustment pursuant to
Section 13 and the Settlement Amount limitations pursuant to Section 4), at the Exercise Price.



“Settlement Amount” means the product of (i) the Settlement Price per Unit and (ii) the number
of Units in respect of which the Right is being exercised as set forth in the applicable Notice, to
be paid cash, subject to limitations pursuant to Section 4.


 


 









 





“Settlement Price” means the Determination Price minus the Exercise Price.



“Term” means the period commencing on August 5, 2011 and expiring at 5 p.m. EST on September
29, 2011.



“Unit” means an accounting device used to calculate the Settlement Amount of the Right granted
by this VAI, which mirrors one share of Company common stock.



“VWAP” means the Volume Weighted Average Price for a trading day displayed under the heading
“Bloomberg VWAP” on the Bloomberg Page for the Company (or its equivalent successor page if such
page is not available) for such trading day. If the Bloomberg Page or the Bloomberg VWAP is not
available for a trading day, “VWAP” shall mean the volume weighted average price of Company common
stock for such trading day, as determined by a nationally recognized investment banking firm
retained by the Bank based on available trading information for the Company’s common stock.



2. Grant of Value Appreciation Right. The Bank hereby grants to the FDIC, during the Term,
the Right. This VAI is provided in full satisfaction of any requirement for a VAI or any other
consideration that may be contemplated by Section 6.2 of Exhibits 4.15A and 4.15B of the Purchase
and Assumption Agreement between the Bank and the FDIC dated as of July 29, 2011.



3. Exercise. To the extent permitted by applicable laws and regulation, the Right is
exercisable in accordance with the following conditions:




	 	(a)	 	The Right may be exercised, in whole or in part, beginning on the Initial
Exercise Date and continuing, at any time, until expiration of the Term, at which time
the Right or any unexercised portion thereof shall be extinguished.

	 
	 	(b)	 	The completed Notice designating the date of exercise and number of Units to be
exercised, together with written evidence reasonably satisfactory to the Bank of any
transfer or assignment of this VAI, in whole or in part, if applicable, must be
delivered to the Bank prior to expiration of the Term and the Right shall be deemed to
be exercised on the Exercise Date.






4. Settlement of Right; Payment by Bank. After receipt of the Notice, which shall be
delivered either in person or by overnight courier pursuant to Section 10 below, on the first
Business Day following the Exercise Date, the Bank shall deliver to the Holder an amount, in cash,
equal to the product of (i) the number of Units with respect to which the Right was exercised as
set forth in the Notice and (ii) the Settlement Price; provided however that (a) the Settlement
Amount shall be no less than Three Million United States Dollars ($3,000,000) and no more than Four
Million United States Dollars ($4,000,000) and (b) the total Settlement Amount that the FDIC is
entitled to as a result of the exercise of the Right does not exceed Four Million United States
Dollars ($4,000,000). Payment shall be made by wire transfer of immediately available funds by the
Bank to the account designated in the Notice.


 


 









 





5. No Rights as Shareholder. This VAI does not entitle the Holder to any voting rights or
other rights as a shareholder of the Bank or the Company.



6. Compliance with Law. Holder will not exercise the Right and the Bank will not be
obligated to deliver payment, if such exercise or payment would violate any applicable law or any
rule or regulation of any governmental authority or any rule or regulation of any securities
exchange or association.  



7. Transfer/Assignment. This VAI is transferable, in whole or in part as set forth above
without the consent of the Bank or the Company. This VAI shall be binding upon any successors or
assigns of the Bank and the Holder.



8. Governing Law; Jurisdiction. This VAI shall be governed by and construed in accordance
with the federal law of the United States. Each of the Bank and the Holder agrees to submit to the
exclusive jurisdiction and venue of the federal courts located in the Southern District of New York
for any action, suit or proceeding arising out of or relating to this VAI or the transactions
contemplated hereby. To the extent permitted by applicable law, each of the Bank and the Holder
hereby unconditionally waives trial by jury in any legal action or proceeding relating to the VAI.



9. Amendments/Waivers. This VAI may be amended and the observance of any term of this Value
Appreciation Instrument may be waived only, in the case of an amendment, with the written consent
of the Bank and the Holder, or in the case of a waiver, by the party against whom the waiver is to
be effective.



10. Notices. Any notice, demand or request which may be permitted, required or desired to
be given in connection herewith shall be given in writing and directed to the parties hereto as
follows:



	 	 	 
	if to the FDIC, to:

	 	Manager, Special Programs

Division of Resolutions and Receiverships

Federal Deposit Insurance Corporation

550 17th Street, NW (Room F-7028)

Washington, D.C. 20429

Attention: Philip Mangano
	 
	 	 
	 

	 	E-mail Address: PMangano@fdic.gov

Tel.: 202-898-3747
	 
	 	 
	with a copy to:

	 	Senior Counsel

FDIC Legal Division

Federal Deposit Insurance Corporation

Special Issues Unit

3501 Fairfax Drive (Room E-7056)

Arlington, Virginia 22226

Attention: David Gearin
	 
	 	 
	 

	 	E-mail Address: DGearin@fdic.gov

Tel.: 703-562-2430





 


 









 





	 	 	 
	if to the Bank, to:

	 	President and Chief Executive Officer

Old National Bank

One Main Street

Attention: Robert G. Jones

Evansville, Indiana, 47708
	 
	 	 
	 

	 	E-mail Address: Bob.Jones@oldnational.com

Tel.: 812-464-1280






All notices shall be in writing and shall be deemed properly delivered and received when delivered
to both the primary notice party and copied parties (i) if personally delivered, upon
receipt or refusal to accept delivery, (ii) if sent by a commercial overnight courier for delivery
on the next Business Day, on the first Business Day after deposit with such courier service (or the
third Business Day if sent to an address not in the United States), or (iii) if sent by registered
or certified mail, five (5) days after deposit thereof in the U.S. mail. Any party may change its
address for delivery of notices by properly notifying the others pursuant to this Section 10. For
the avoidance of doubt, e-mail notices and notices sent via facsimile shall not be deemed proper
delivery for purposes of this Agreement.



11. Entire Agreement. This VAI and Appendix A attached hereto, and Article VII of the
Purchase and Assumption Agreement between the Bank and the FDIC dated as of July 29, 2011, contain
the entire agreement between the parties with respect to the subject matter hereof and supersede
all prior and contemporaneous arrangements or undertakings with respect thereto.



12. Acceptance. The recipient of this Right shall signify acceptance of the terms and
conditions of this Value Appreciation Instrument by signing in the space provided below and
returning a signed copy to the Bank.



13. Adjustments; Anti-Dilution. In the event of any subdivision, reclassification or
consolidation of outstanding shares of common stock of the Company, declaration of a dividend
payable in shares of common stock of the Company or common stock split of the Company, then (i) the
number of Units and (ii) the Exercise Price shall each be proportionately adjusted by the Board of
Directors of the Bank to reflect such transaction; provided, however, that any adjustment shall
only be such as are necessary to maintain the proportionate interest of the Holder and preserve,
without exceeding, the value of this Right. The existence of this Right shall not affect in any
manner the right or power of the Bank or the Company or their respective shareholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other changes in the
capital stock of the Bank or the Company or its business or any merger or consolidation of the Bank
or the Company, or any issuance of bonds, debentures or preferred stock, or dissolution or
liquidation, or any sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding of any kind.


 


 









 





IN WITNESS WHEREOF, the Bank and the Company have caused this VAI to be executed by duly authorized
officers as of the Issue Date written above.



Old National Bank




	 	 	 	 	 
	By:

	 	/s/ Robert G. Jones	 	 
	Name:

	 	 

Robert G. Jones
	 	 
	Title:

	 	President & CEO	 	 






Old National Bancorp




	 	 	 	 	 
	By:

	 	/s/ Robert G. Jones	 	 
	Name:

	 	 

Robert G. Jones
	 	 
	Title:

	 	President & CEO	 	 






ACCEPTED:



FEDERAL DEPOSIT INSURANCE CORPORATION,

RECEIVER OF INTEGRA BANK, NATIONAL ASSOCIATION,

EVANSVILLE, INDIANA




	 	 	 	 	 
	By:

	 	/s/ Mike Lamb	 	 
	Name:

	 	 

Mike Lamb
	 	 
	Title:

	 	Receiver-in-Charge	 	 






 


 









 







FORM OF NOTICE OF EXERCISE



TO:Old National Bank, Evansville, Indiana



RE:Election to Exercise Value Appreciation Instrument




The undersigned, pursuant to the provisions set forth in the attached Value Appreciation
Instrument, hereby irrevocably exercises its Right under such Value Appreciation Instrument with
respect to the Units set forth below.



	 	 	 
	Number of Units:

	 	                                        
	 
	 	 
	Exercise Date:

	 	                                        , 201_
	 

	 	(If a date is not designated, the Exercise Date is date the Bank receives this Notice)
	 
	 	 





Wire Transfer Instructions:




	 	 	 
	Bank Name:
	 	 
	 

	 	 
	 
	 	 
	ABA Routing#:
	 	 
	 

	 	 
	 
	 	 
	Beneficiary Name:
	 	 
	 

	 	 
	 
	 	 
	Beneficiary Account #:
	 	 
	 

	 	 
	 
	 	 
	Bank Contact:
	 	 
	 

	 	 
	 
	 	 
	Phone:
	 	 
	 

	 	 
	 
	 	 
	Beneficiary Contact:
	 	 
	 

	 	 
	 
	 	 
	Beneficiary Phone:
	 	 
	 

	 	 






HOLDER:



                                        



	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:

	 	 

	 	 
	 

	 	 	 	 






Date:                     , 201_




Appendix A -Form of Notice of Exercise of Value Appreciation Instrument