EX-10.1






OLD NATIONAL BANCORP

AMENDED AND RESTATED 2008 INCENTIVE COMPENSATION PLAN

(Amended and Restated as of May 10, 2012)

ARTICLE I.

PURPOSE AND DURATION





Section 1.01. Establishment of the Plan. Old National Bancorp, an Indiana corporation,
hereby establishes an equity-based incentive compensation plan, to be known as the Old
National Bancorp Amended and Restated 2008 Incentive Compensation Plan (“Plan”), amended and
restated as of May 10, 2012. The Plan was initially approved by the shareholders of the
Company on May 15, 2008. This amendment and restatement of the Plan was adopted by the
Company’s Board on January 26, 2012, contingent on shareholder approval, and it became
effective upon the shareholders’ approval of the Plan on May 10, 2012.




Section 1.02. Purposes of the Plan. The purposes of the Plan are to further the growth
and financial success of the Company and its Affiliates by aligning the interests of
Participants more closely with the interests of the Company’s shareholders; to provide
Participants with an additional incentive to excel in performing services for the Company and
its Affiliates, and to promote teamwork among Participants. The Plan is further intended to
provide flexibility to the Company and its Affiliates in attracting, motivating, and
retaining key employees. To achieve these objectives, the Plan provides for the grant of
Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted
Stock, Restricted Stock Units, Performance Units, Performance Shares, Shares, and Short-Term
Incentive Awards.



ARTICLE II.

DEFINITIONS AND RULES OF INTERPRETATION





Section 2.01. Definitions. For purposes of the Plan, the following words and phrases
shall have the following meanings, unless a different meaning is plainly required by the
context:




	 	(a)	 	“Act” or “1934 Act” means the Securities Exchange Act of 1934, as amended from
time to time.






	 	(b)	 	“Affiliate” means any corporation or any other entity (including, but not
limited to, a partnership, limited liability company, joint venture, or Subsidiary)
controlling, controlled by, or under common control with the Company.






	 	(c)	 	“Affiliated SAR” means an SAR that is granted in connection with a related
Option and is deemed to be exercised at the same time as the related Option is
exercised.






	 	(d)	 	“Aggregate Share Limit” has the meaning specified in Section 4.01(a).






	 	(e)	 	“Award” means, individually or collectively, a grant under the Plan of
Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights,
Service-Based Restricted Stock, Performance-Based Restricted Stock, Restricted Stock
Units, Performance Units, Performance Shares, Shares, or Short-Term Incentive Awards.






	 	(f)	 	“Award Agreement” means the written agreement that sets forth the terms and
conditions applicable to an Award.






	 	(g)	 	“Board” or “Board of Directors” means the Company’s Board of Directors, as
constituted from time to time.






	 	(h)	 	“Cashless Exercise” means, if there is a public market for the Shares, the
payment of the Exercise Price for Options (i) through a same day sale commitment from
the Participant and a FINRA member firm, whereby the Participant irrevocably elects to
exercise the Option and to sell a portion of the Shares so purchased to pay the
Exercise Price, and whereby the FINRA member firm irrevocably commits upon receipt of
such stock to forward the Exercise Price directly to the Company, or (ii) through a
margin commitment from the Participant and a FINRA member firm whereby the Participant
irrevocably elects to exercise the Option and to pledge the Shares so purchased to the
FINRA member firm in a margin account as security for a loan from the FINRA member firm
in the amount of the Exercise Price and whereby the FINRA member firm irrevocably
commits upon receipt of such Shares to forward the Exercise Price directly to the
Company.






	 	(i)	 	“Cause” means, for purposes of determining whether and when a Participant has
incurred a Termination of Service for Cause, (i) any act or failure to act that permits
the Company or an Affiliate to terminate the written agreement or arrangement between
the Participant and the Company or Affiliate for “cause,” as defined in such agreement
or arrangement or, (ii) if there is no such agreement or arrangement, or the agreement
or arrangement does not define the term “cause,” any act or failure to act deemed to
constitute “cause” under the Company’s established and applied practices, policies, or
guidelines applicable to the Participant.






	 	(j)	 	“Change in Control” has the meaning specified in Section 15.02.






	 	(k)	 	“Code” means the Internal Revenue Code of 1986, as amended from time to time.






	 	(l)	 	“Committee” means the Compensation and Management Development Committee of the
Board or such other committee appointed by the Board pursuant to Section 3.01 to
administer the Plan.






	 	(m)	 	“Company” means Old National Bancorp, an Indiana corporation, and any successor
thereto.






	 	(n)	 	“Covered Employee” means an Employee who is a “covered employee” as defined in
Code Section 162(m)(3).






	 	(o)	 	“Director” means any individual who is a member of the Board of Directors.






	 	(p)	 	“Effective Date” means May 15, 2008, which is the date on which the Company’s
shareholders initially approved the Plan.






	 	(q)	 	“Employee” means an officer or key employee of the Company or an Affiliate.






	 	(r)	 	“Exercise Price” means the price at which a Share may be purchased by a
Participant pursuant to the exercise of an Option.






	 	(s)	 	“Fair Market Value” means, with respect to a Share as of a particular date, the
per share closing price for the Shares on such date, as reported by the principal
exchange or market over which the Shares are then listed or regularly traded. If Shares
are not traded over the applicable exchange or market on the date as of which the
determination of Fair Market Value is made, “Fair Market Value” means the per share
closing price for the Shares on the most recent preceding date on which the Shares were
traded over such exchange or market. If the Shares are not traded on national
securities exchange or market, the “Fair Market Value” of a Share shall be determined
by the Committee in a reasonable manner pursuant to a reasonable valuation method.
Notwithstanding anything to the contrary in the foregoing, as of any date, the “Fair
Market Value” of a Share shall be determined in a manner consistent with avoiding
adverse tax consequences under Code Section 409A and, with respect to an Incentive
Stock Option, in the manner required by Code Section 422.






	 	(t)	 	“FINRA” means the Financial Industry Regulatory Authority.






	 	(u)	 	“Fiscal Year” means the annual accounting period of the Company.






	 	(v)	 	“Freestanding SAR” means an SAR that is granted independently of any Option.






	 	(w)	 	“Grant Date” means the date specified by the Committee or the Board on which a
grant of an Award under this Plan will become effective, which date will not be earlier
than the date on which the Committee or the Board takes action with respect thereto.






	 	(x)	 	“Incentive Stock Option” means an option to purchase Shares that is granted
pursuant to the Plan, is designated as an “incentive stock option,” and satisfies the
requirements of Code Section 422.






	 	(y)	 	“1999 Plan” means the Old National Bancorp 1999 Equity Incentive Plan, which
was approved by shareholders on April 15, 1999.






	 	(z)	 	“Nonqualified Stock Option” means an option to purchase Shares that is granted
pursuant to the Plan and is not an Incentive Stock Option.






	 	(aa)	 	“Option” means an Incentive Stock Option or a Nonqualified Stock Option.






	 	(bb)	 	“Option Period” means the period during which an Option is exercisable in
accordance with the applicable Award Agreement and Article VI.






	 	(cc)	 	“Participant” means an Employee to whom an Award has been granted.






	 	(dd)	 	“Performance Award” means, with respect to a Participant for a Performance
Period, an Award under which the amount payable to the Participant (if any) is
contingent on the achievement of pre-established Performance Targets during the
Performance Period.






	 	(ee)	 	“Performance-Based Compensation” means compensation described in Code Section
162(m)(4)(C) that is excluded from “applicable employee remuneration” under Code
Section 162(m).






	 	(ff)	 	“Performance-Based Restricted Stock” means Restricted Stock that is subject to
forfeiture unless specified Performance Targets are satisfied during the Performance
Period.






	 	(gg)	 	“Performance Measures” means, with respect to a Performance Award, the
objective factors used to determine the amount (if any) payable pursuant to the Award.
“Performance Measures” shall be based on any of the factors listed below, alone or in
combination, as determined by the Committee. Such factors may be applied (i) on a
corporate-wide or business-unit basis, (ii) including or excluding one or more
Subsidiaries, (iii) in comparison with plan, budget, or prior performance, and/or (iv)
on an absolute basis or in comparison with peer-group performance. The factors that may
be used as Performance Measures are: (1) interest income; (2) net interest income; (3)
interest expense; (4) net interest margin; (5) non-interest income; (6) fee income; (7)
revenues; (8) securities gains or losses; (9) other income; (10) deposits; (11) deposit
growth; (12) deposit market share; (13) non-interest expense; (14) total expenses; (15)
efficiency ratio; (16) credit quality; (17) non-performing assets; (18) net charge
offs; (19) provision expense; (20) operating income; (21) budgeted margin (which is
business unit income before taxes excluding intangible amortization and unallocated
expenses); (22) net income; (23) earnings per share; (24) return on assets; (25) return
on equity; (26) regulatory capital ratios; (27) stock price; (28) dividends; (29) total
shareholder return; (30) productivity; (31) customer satisfaction; (32) employee
diversity goals or employee turnover; (33) specified objective social goals; and (34)
goals relating to acquisitions or divestitures of subsidiaries or business units.
Performance Measures may differ from Participant to Participant and from Award to
Award.






	 	(hh)	 	“Performance Period” means the period of time during which Performance Targets
must be achieved with respect to an Award, as established by the Committee.






	 	(ii)	 	“Performance Share” means an Award granted to a Participant pursuant to Section
10.01, the initial value of which is equal to the Fair Market Value of a Share on the
Grant Date.






	 	(jj)	 	“Performance Targets” means, with respect to a Performance Award for a
Performance Period, the objective performance under the Performance Measures for that
Performance Period that will result in payments under the Performance Award.
Performance Targets may differ from Participant to Participant and Award to Award.






	 	(kk)	 	“Performance Unit” means an Award granted to a Participant pursuant to Section
10.01, the initial value of which is established by the Committee on or before the
Grant Date.






	 	(ll)	 	“Period of Restriction” means the period during which a Share of Restricted
Stock is subject to restrictions and a substantial risk of forfeiture.






	 	(mm)	 	“Plan” means the Old National Bancorp Amended and Restated 2008 Incentive
Compensation Plan, as set out in this instrument and as hereafter amended from time to
time.






	 	(nn)	 	“Restricted Stock” means an Award granted to a Participant pursuant to Section
8.01.






	 	(oo)	 	“Restricted Stock Unit” means an Award granted to a Participant pursuant to
Section 9.01 and represents the right of the Participant to receive Shares or cash at
the end of the specified period.






	 	(pp)	 	“Retirement” means, with respect to a Participant, Termination of Service after
having (i) completed at least five years of service with the Company and (ii) reached
age fifty-five (55). For purposes of the preceding sentence, service with an Affiliate
shall be considered service with the Company.






	 	(qq)	 	“Rule 16b-3” means Rule 16b-3 under the 1934 Act and any future rule or
regulation amending, supplementing, or superseding such rule.






	 	(rr)	 	“Section 16 Person” means a person subject to potential liability under Section
16(b) of the 1934 Act with respect to transactions that involve equity securities of
the Company.






	 	(ss)	 	“Service-Based Restricted Stock” means Restricted Stock with restrictions based
only on the Participant’s continued service to the Company and/or an Affiliate.






	 	(tt)	 	“Shares” means the whole shares of issued and outstanding regular voting common
stock, no par value, of the Company, whether presently or hereafter issued and
outstanding, and any other stock or securities resulting from adjustment thereof as
provided in 4.04, or the stock of any successor to the Company that is so designated
for the purposes of the Plan.






	 	(uu)	 	“Short-Term Incentive Award” means an Award pursuant to the STIP.






	 	(vv)	 	“STIP” means the Old National Bancorp Short-Term Incentive Plan for Executive
Employees, as set out in Appendix A, and as amended from time to time. The terms of the
STIP are part of the Plan as if fully set out herein.






	 	(ww)	 	“Stock Appreciation Right” or “SAR” means an Award, granted alone or in
connection or tandem with a related Option, that is designated as an SAR pursuant to
Section 7.01.






	 	(xx)	 	“Subsidiary” means any corporation (including, without limitation, any bank,
savings association, financial institution, or financial services company) in an
unbroken chain of corporations beginning with the Company, if each of the corporations
other than the last corporation in the unbroken chain then owns stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock in one
of the other corporations in the chain.






	 	(yy)	 	“Tandem SAR” means an SAR that is granted in tandem with a related Option, the
exercise of which requires forfeiture of the right to exercise the related Option with
respect to an equal number of Shares and that is forfeited to the extent that the
related Option is exercised.






	 	(zz)	 	“Termination of Service,” “Terminates Service,” or any variation thereof means
a separation from service within the meaning of Code Section 409A(a)(2)(A)(i).






Section 2.02. Rules of Interpretation. The following rules shall govern in interpreting
the Plan:




	 	(a)	 	Except to the extent preempted by United States federal law or as otherwise
expressly provided herein, the Plan and all Award Agreements shall be interpreted in
accordance with and governed by the internal laws of the State of Indiana without
giving effect to any choice or conflict of law provisions, principles, or rules.






	 	(b)	 	The Plan and all Awards are intended to be exempt from or comply with the
requirements of Code Section 409A and all other applicable laws, and this Plan shall be
so interpreted and administered. In addition to the general amendment rights of the
Company with respect to the Plan, the Company specifically retains the unilateral right
(but not the obligation) to make, prospectively or retroactively, any amendment to this
Plan and any Award Agreement or any related document as it deems necessary or desirable
to more fully address issues in connection with compliance with (or exemption from)
Code Section 409A. In no event, however, shall this section or any other provisions of
this Plan be construed to require the Company to provide any gross-up for the tax
consequences of any provisions of, or payments under, this Plan. Except as may be
expressly provided in another agreement to which the Company is bound, the Company and
its Affiliates shall have no responsibility for tax or legal consequences to any
Participant (or beneficiary) resulting from the terms or operation of this Plan.






	 	(c)	 	Any reference herein to a provision of law, regulation, or rule shall be deemed
to include a reference to the successor of such law, regulation, or rule.






	 	(d)	 	To the extent consistent with the context, any masculine term shall include the
feminine, and vice versa, and the singular shall include the plural, and vice versa.






	 	(e)	 	If any provision of the Plan shall be held illegal or invalid for any reason,
the illegality or invalidity of that provision shall not affect the remaining parts of
the Plan, and the Plan shall be interpreted and enforced as if the illegal or invalid
provision had never been included herein.






	 	(f)	 	The grant of Awards and issuance of Shares hereunder shall be subject to all
applicable statutes, laws, rules, and regulations and to such approvals and
requirements as may be required from time to time by any governmental authority or
securities exchange or market on which the Shares are then listed or traded.






	 	(g)	 	The descriptive headings and sections of the Plan are provided for convenience
of reference only and shall not serve as a basis for interpretation of the Plan.





ARTICLE III.

ADMINISTRATION





Section 3.01. The Committee. The Committee shall administer the Plan and, subject to
the provisions of the Plan and applicable law, may exercise its discretion in performing its
administrative duties. The Committee shall consist of not fewer than three (3) Directors, and
Committee action shall require the affirmative vote of a majority of its members. The members
of the Committee shall be appointed by, and shall serve at the pleasure of, the Board of
Directors. The Committee shall be composed solely of Directors who are both (i) non-employee
directors under Rule 16b-3 and (ii) outside directors under Code Section 162(m)(3)(C)(ii).




Section 3.02. Authority of the Committee. Except as limited by law or by the Articles
of Incorporation or By-Laws of the Company, and subject to the provisions of the Plan, the
Committee shall have full power and discretion to (a) select the Employees who shall
participate in the Plan; (b) determine the sizes and types of Awards; (c) determine the terms
and conditions of Awards in a manner consistent with the Plan; (d) construe and interpret the
Plan, all Award Agreements, and any other agreements or instruments entered into under the
Plan; (e) establish, amend, or waive rules and regulations for the Plan’s administration; and
(f) amend the terms and conditions of any outstanding Award and applicable Award Agreement to
the extent that such terms and conditions are within the discretion of the Committee, subject
to the provisions of this Plan and any applicable law. Further, the Committee shall make all
other determinations that may be necessary or advisable for the administration of the Plan.
Each Award shall be evidenced by a written Award Agreement between the Company and the
Participant and shall contain such terms and conditions established by the Committee
consistent with the provisions of the Plan. Notwithstanding the preceding provisions, the
Committee shall not have any authority to take any action with respect to an Award intended
to constitute Performance-Based Compensation that would disqualify it from being such. Except
as limited by applicable law or the Plan, the Committee may use its discretion to the maximum
extent that it deems appropriate in administering the Plan.




Section 3.03. Delegation by the Committee. The Committee may delegate all or any part
of its authority and powers under this Plan to one or more Directors or officers of the
Company; provided, however, the Committee may not delegate its authority and powers (i) with
respect to grants to Section 16 Persons, (ii) in a way that would jeopardize the Plan’s
satisfaction of Rule 16b-3, or (iii) with respect to grants intended to constitute
Performance-Based Compensation.




Section 3.04. Decisions Binding. All determinations and decisions made by the
Committee, the Board, or any delegate of the Committee pursuant to this Article shall be
final, conclusive, and binding on all persons, including the Company and Participants.



ARTICLE IV.

SHARES SUBJECT TO THIS PLAN





Section 4.01. Number of Shares.




	 	(a)	 	Subject to adjustment as provided in Section 4.04 and any limitations specified
elsewhere in the Plan, the maximum number of Shares cumulatively available for issuance
under the Plan pursuant to (i) the exercise of Options, (ii) the grant of Affiliated,
Freestanding, and Tandem SARs, (iii) the grant of Restricted Stock, (iv) the payment of
Performance Units and Performance Shares, and/or (v) the grant of Shares shall not
exceed the sum of the following (the “Aggregate Share Limit”):






	 	(i)	 	one million Shares, plus






	 	(ii)	 	any Shares covered by an award under this Plan or the 1999 Plan
that are forfeited or remain unpurchased or undistributed upon termination or
expiration of the award, plus






	 	(iii)	 	any Shares available for awards under the 1999 Plan on the
date of its termination.






	 	(b)	 	Shares covered by an Award granted under the Plan shall not be counted as used
unless and until they are actually issued and delivered to a Participant and,
therefore, the Aggregate Share Limit as of a given date shall not be reduced by any
Shares relating to prior awards that have expired or have been forfeited or cancelled.
If the Company pays the benefit provided by any Award granted under the Plan to the
respective Participant in cash, any Shares that were covered by such Award will be
available for issue or transfer hereunder. Notwithstanding anything to the contrary
contained herein:






	 	(i)	 	if Shares are tendered or otherwise used in payment of the
Exercise Price of an Option, the total number of Shares covered by the Option
being exercised shall count against the Aggregate Share Limit;






	 	(ii)	 	any Shares withheld by the Company to satisfy a tax withholding
obligation shall count against the Aggregate Share Limit;






	 	(iii)	 	the number of Shares covered by a SAR, to the extent that it
is exercised and settled in Shares, and whether or not Shares are actually
issued to the Participant upon exercise of the SAR, shall be considered issued
or transferred pursuant to the Plan and shall count against the Aggregate Share
Limit; and






	 	(iv)	 	in the event that the Company repurchases Shares with proceeds
from the exercise of an Option, those Shares will not be added to the Aggregate
Share Limit.






If, under the Plan, a Participant has elected to give up the right to receive
compensation in exchange for Shares based on their Fair Market Value, such Shares
will not count against the Aggregate Share Limit.




	 	(c)	 	Shares issued under the Plan may be authorized but unissued Shares, treasury
Shares, reacquired Shares (including Shares purchased in the open market), or any
combination thereof, as the Committee may from time to time determine. Shares covered
by an Award that are forfeited or that remain unpurchased or undistributed upon
termination or expiration of the Award may be made the subject of further Awards to the
same or other Participants.






	 	(d)	 	The total number of Shares actually issued or transferred by the Company upon
the exercise of Incentive Stock Options will not exceed One Million (1,000,000) Shares.






Section 4.02. Restrictions on Shares. Shares issued upon exercise of an Award shall be
subject to the terms and conditions specified herein and to such other terms, conditions, and
restrictions as the Committee may determine or provide in the Award Agreement. The Company
shall not be required to issue or deliver any certificates for Shares, cash, or other
property before (i) the listing of such Shares on any stock exchange (or other public market)
on which the Shares may then be listed (or regularly traded) and (ii) the completion of any
registration or qualification of such shares under federal, state, local, or other law, or
any ruling or regulation of any government body that the Committee determines to be necessary
or advisable. The Company may cause any certificate for Shares to be delivered hereunder to
be properly marked with a legend or other notation reflecting the limitations on transfer of
such Shares as provided in the Plan or as the Committee may otherwise require. Participants,
or any other persons entitled to benefits under the Plan, must furnish to the Committee such
documents, evidence, data, or other information as the Committee considers necessary or
desirable for the purpose of administering the Plan. The benefits under the Plan for each
Participant and other person entitled to benefits hereunder are to be provided on the
condition that such Participant or other person furnish full, true, and complete data,
evidence, or other information, and that he or she promptly sign any document reasonably
requested by the Committee. No fractional Shares shall be issued under the Plan; rather,
fractional shares shall be aggregated and then rounded to the next lower whole Share.




Section 4.03. Shareholder Rights. Except with respect to Restricted Stock as provided
in Article VIII, no person shall have any rights of a shareholder (including, but not limited
to, voting and dividend rights) as to Shares subject to an Award until, after proper exercise
or vesting of the Award or other action as may be required by the Committee, such Shares
shall have been recorded on the Company’s official shareholder records (or the records of its
transfer agents or registrars) as having been issued and transferred to the Participant. Upon
exercise of the Award or any portion thereof, the Company shall have a reasonable period in
which to issue and transfer the Shares to the Participant, and the Participant shall not be
treated as a shareholder for any purpose before such issuance and transfer. No payment or
adjustment shall be made for cash dividends or other rights for which the record date is
prior to the date on which such Shares are recorded as issued and transferred in the
Company’s official shareholder records (or the records of its transfer agents or registrars),
except as provided herein or in an Award Agreement.




Section 4.04. Changes in Stock Subject to the Plan. In the event of any change in the
Shares by virtue of a stock dividend, stock split or consolidation, reorganization, merger,
spinoff, or similar transaction, the Committee shall, as it deems appropriate, adjust (i) the
aggregate number and kind of Shares available for Awards, (ii) the number and kind of Shares
subject to an Award, (iii) the number of Shares available for certain Awards under the limits
set forth in Article XIII of this Plan and (iv) the terms of the Award to prevent the
dilution of Shares or the diminution of the Awards. Moreover, in the event of any such
transaction or event or in the event of a Change in Control, the Committee, in its
discretion, may provide in substitution for any or all outstanding Awards under this Plan
such alternative consideration (including cash), if any, as it, in good faith, may determine
to be equitable in the circumstances and may require in connection therewith the surrender of
all Awards so replaced in a manner that complies with Code Section 409A. In addition, for
each Option or SAR with an Exercise Price greater than the consideration offered in
connection with any such transaction or event or a Change in Control, the Committee may in
its sole discretion elect to cancel such Option or SAR without any payment to the person
holding such Option or SAR. The Committee’s determination pursuant to this Section shall be
final and conclusive, provided, however, no adjustment pursuant to this Section shall (i) be
made to the extent that the adjustment would cause an Award to violate the requirements under
Code Section 409A or (ii) change the One Hundred Thousand Dollar ($100,000) limit on
Incentive Stock Options first exercisable during a year, as set out in Section 6.01.




Section 4.05. Shares Exempt from Minimum Vesting Requirements. Notwithstanding any
provision in the Plan to the contrary, up to 10% of Aggregate Share Limit, as may be adjusted
under Section 4.04 of this Plan, may be used for (i) Awards granted under Articles VIII
through X of this Plan that are not subject to the one-year vesting requirements for
performance-based Awards set forth in Sections 8.04(a)(i), 9.04(a)(i) and 10.03(a)(i) of this
Plan or the three-year vesting requirements for service-based Awards set forth in
Sections 8.04(a)(ii) and 9.04(a)(ii) of this Plan and (ii) Awards of Shares granted pursuant
to Article XI of this Plan.



ARTICLE V.

ELIGIBILITY




Except as herein provided, individuals who are Employees shall be eligible to participate in
the Plan and be granted Awards. The Committee may, from time to time and in its sole discretion,
select the Employees to be granted Awards and determine the terms and conditions with respect
thereto each Award. In making any such selection and in determining the form of an Award, the
Committee may give consideration to the functions and responsibilities of the Employee and the
Employee’s contributions to the Company or its Affiliates, the value of the Employee’s services
(past, present, and future) to the Company or its Affiliates, and such other factors as it deems
relevant.



ARTICLE VI.

STOCK OPTIONS





Section 6.01. Grant of Options. Subject to the terms and provisions of the Plan, the
Committee may grant Options to any Employee in such amounts as the Committee may determine.
The Committee may grant Incentive Stock Options, Nonqualified Stock Options, or any
combination thereof. The Committee shall determine the number of Shares subject to each
Option; subject to the express limitations of the Plan, including Article XIII. Furthermore,
no Participant may be granted Incentive Stock Options under this Plan (when combined with
incentive stock options granted under any other plan of the Company or an Affiliate) that
would result in Shares with an aggregate Fair Market Value (determined as of the Grant
Date(s)) of more than One Hundred Thousand Dollars ($100,000) first becoming exercisable in
any one calendar year. To the extent that a purported Incentive Stock Option would violate
the limitation specified in the preceding sentence, the Option shall be deemed a Nonqualified
Stock Option.




Section 6.02. Option Award Agreement. Each Option shall be evidenced by an Option Award
Agreement that shall specify the Exercise Price, the number of Shares to which the Option
pertains, the Option Period, any conditions to exercise of the Option, and such other terms
and conditions as the Committee shall determine. The Option Award Agreement also shall
specify whether the Option is intended to be an Incentive Stock Option or a Nonqualified
Stock Option. All grants of Options intended to constitute Incentive Stock Options and
related Award Agreements shall comply with the requirements of Code Section 422.




Section 6.03. Exercise Price. Subject to the provisions of this Section, the Committee
shall determine the Exercise Price under each Option.




	 	(a)	 	Nonqualified Stock Options. The per-Share Exercise Price under a Nonqualified
Stock Option shall be not less than one hundred percent (100%) of Fair Market Value of
a Share on the Grant Date.






	 	(b)	 	Incentive Stock Options. The per-Share Exercise Price under an Incentive Stock
Option shall be not less than one hundred percent (100%) of Fair Market Value of a
Share on the Grant Date; provided, however, if, on the Grant Date, the Participant
(together with persons whose stock ownership is attributed to the Participant pursuant
to Code Section 424(d)) owns securities possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or any of its
Subsidiaries, the per-Share Exercise Price shall be not less than one hundred ten
percent (110%) of the Fair Market Value of a Share on the Grant Date.






	 	(c)	 	Substitute Options. Notwithstanding the provisions of Subsections (a) and (b),
if the Company or an Affiliate consummates a transaction described in Code Section
424(a) (e.g., the acquisition of property or stock from an unrelated corporation),
individuals who become Employees on account of such transaction may be granted Options
in substitution for options granted by such former employer or recipient of services.
If such substitute Options are granted, the Committee, in its sole discretion and
consistent with Code Section 424(a) and the requirements of Code Section 409A, may
determine that such substitute Options shall have an Exercise Price less than one
hundred (100%) of the Fair Market Value of the Shares to which the Options relate
determined as of the Grant Dates. In carrying out the provisions of this Section, the
Committee shall apply the principles contained in Section 4.04.






Section 6.04. Duration of Options. The Option Period with respect to each Option shall
commence and expire at such times as the Committee shall provide in the Award Agreement,
provided that:




	 	(a)	 	Options shall not be exercisable more than ten years after their respective
Grant Dates;






	 	(b)	 	Incentive Stock Options granted to an Employee who possesses more than ten
percent (10%) of the total combined voting power of all classes of stock of the Company
or any Subsidiary, taking into account the attribution rules of Code Section 422(d),
shall not be exercisable later than five years after their respective Grant Date(s);
and






	 	(c)	 	Subject to the limits of this Article, the Committee may, in its sole
discretion, after an Option is granted, extend the option term, provided that such
extension is not an extension for purposes of Code Section 409A and the guidance
thereunder or, in the case of an Incentive Stock Option, a modification, extension, or
renewal for purposes of Code Section 424(h).






Section 6.05. Exercisability of Options. All Options granted under this Plan shall be
exercisable at such times, under such terms, and subject to such restrictions and conditions
as the Committee shall determine and specify in the applicable Award Agreement. An Award
Agreement for an Option may provide that such Option becomes exercisable in the event of the
Participant’s death, disability or retirement or in connection with a Change in Control.




Section 6.06. Method of Exercise. Subject to the provisions of this Article and the
applicable Award Agreement, a Participant may exercise an Option, in whole or in part, at any
time during the applicable Option Period by giving written notice to the Company of exercise
on a form provided by the Committee (if available). Such notice shall specify the number of
Shares subject to the Option to be purchased and shall be accompanied by payment in full of
the total Exercise Price by cash or check or such other form of payment as the Company may
accept. If permitted by the Committee or the applicable the Award Agreement, payment in full
or in part may also be made by:




	 	(a)	 	subject to any conditions or limitations established by the Committee,
delivering Shares already owned by the Participant and having a total Fair Market Value
on the date of such delivery equal to the total Exercise Price;






	 	(b)	 	to the extent permitted by law, the delivery of cash by a broker-dealer
pursuant to a Cashless Exercise;






	 	(c)	 	subject to any conditions or limitations established by the Committee, the
Company’s withholding of Shares from the Option having an aggregate Fair Market Value
at the time of exercise equal to the total Exercise Price pursuant to a net exercise
arrangement (it being understood that, solely for purposes of determining the number of
treasury shares held by the Company, the shares so withheld will not be treated as
issued and acquired by the Company upon such exercise); or






	 	(d)	 	a combination of the foregoing;






	 	(e)	 	to the extent permitted by law, in any other manner then permitted by the
Committee.





No Shares shall be issued until full payment therefor has been made. A Participant shall have all
of the rights of a shareholder of the Company holding the class of Shares subject to such Option
(including, if applicable, the right to vote the shares and the right to receive dividends) when
the Participant has given written notice of exercise, has paid the total Exercise Price, and such
Shares have been recorded on the Company’s official shareholder records (or the records of its
transfer agents or registrars) as having been issued and transferred to the Participant.




Section 6.07. Restrictions on Share Transferability. In addition to the restrictions
imposed by Section 17.09 of the Plan, the Committee may impose such restrictions on any
Shares acquired pursuant to the exercise of an Option as it may deem advisable or
appropriate, including, but not limited to, restrictions related to applicable federal and
state securities laws and the requirements of any national securities exchange or market on
which Shares are then listed or regularly traded.




Section 6.08. Prohibition on Repricing of Stock Options. Except as permitted under
Section 4.04 of the Plan, the terms of any outstanding Option may not be amended without
shareholder approval to reduce the Exercise Price of such outstanding Option or to cancel
such outstanding Option in exchange for cash, other Awards, or an Option or SAR with an
exercise price that is less than the Exercise Price of the original Option.



ARTICLE VII.

STOCK APPRECIATION RIGHTS





Section 7.01. Grant of SARs. Subject to the terms and conditions of the Plan, the
Committee, at any time and from time to time, may grant Affiliated SARs, Freestanding SARs,
Tandem SARs, or any combination thereof to any Employee in such amounts as the Committee, in
its sole discretion, shall determine. The Committee, subject to the provisions of this Plan,
shall have complete discretion to determine the terms and conditions of SARs granted under
the Plan; provided, however, the Exercise Price of a Freestanding SAR shall be not less than
one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date, and the
Exercise Price of a Tandem SAR or an Affiliated SAR shall be equal to the Exercise Price of
the Option to which such SAR relates. The number of Shares to which an SAR relates as well as
the Exercise Price for an SAR shall be subject to adjustment pursuant to Section 4.04.




Section 7.02. Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of
the Shares subject to the related Option upon the surrender of the right to exercise the
equivalent portion of the Option. A Tandem SAR may be exercised only with respect to the
Shares for which its related Option is then exercisable. The following requirements shall
apply to all Tandem SARs: (i) the Tandem SAR shall expire not later than the date on which
the related Option expires; (ii) the value of the payout with respect to the Tandem SAR shall
be no more than one hundred percent (100%) of the difference between the Exercise Price of
the underlying Option and one hundred percent (100%) of the Fair Market Value of the Shares
subject to the related Option at the time the Tandem SAR is exercised; and (iii) the Tandem
SAR shall be exercisable only when the Fair Market Value of the Shares subject to the Option
to which the Tandem SAR relates exceeds the Exercise Price of such Option.




Section 7.03. Exercise of Affiliated SARs. An Affiliated SAR shall be deemed to be
exercised upon the exercise of the Option to which the Affiliated SAR relates. Such deemed
exercise of an Affiliated SAR shall not reduce the number of Shares subject to the related
Option.




Section 7.04. Exercise of Freestanding SARs. Freestanding SARs shall be exercisable on
such terms and conditions as the Committee, in its sole discretion, shall specify in the
applicable Award Agreement. An Award Agreement for a Freestanding SAR may provide that such
Freestanding SAR becomes exercisable in the event of the Participant’s death, disability or
retirement or in connection with a Change in Control.




Section 7.05. SAR Award Agreement. Each SAR shall be evidenced by an Award Agreement
that specifies the exercise price, the expiration date of the SAR, the number of SARs, any
conditions on the exercise of the SAR, and such other terms and conditions as the Committee,
in its sole discretion, shall determine. The Award Agreement shall also specify whether the
SAR is an Affiliated SAR, Freestanding SAR, Tandem SAR, or a combination thereof.




Section 7.06. Expiration of SARs. Each SAR granted under this Plan shall expire upon
the date determined by the Committee, in its sole discretion, as set forth in the applicable
Award Agreement. Notwithstanding the foregoing, the terms and provisions of Section 6.04 also
shall apply to Affiliated and Tandem SARs.




Section 7.07. Payment of SAR Amount. Upon exercise of an SAR, a Participant shall be
entitled to receive payment from the Company in an amount determined by multiplying:




	 	(a)	 	the positive difference between the Fair Market Value of a Share on the date of
exercise and the Exercise Price; by






	 	(b)	 	the number of Shares with respect to which the SAR is exercised.





At the sole discretion of the Committee, such payment may be in cash, in Shares that have a
Fair Market Value equal to the cash payment calculated under this Section, or in a combination of
cash and Shares.




Section 7.08. Termination of SAR. An Affiliated SAR or Tandem SAR shall terminate at
such time as the Option to which such SAR relates terminates. A Freestanding SAR shall
terminate at the time provided in the applicable Award Agreement, and under no circumstances
more than 10 years from the Grant Date.




Section 7.09. Prohibition on Repricing SARs. Except as permitted under Section 4.04 of
the Plan, the terms of any outstanding SAR may not be amended without shareholder approval to
reduce the Exercise Price of such outstanding SAR or to cancel such outstanding SAR in
exchange for cash, other Awards, or an Option or SAR with an exercise price that is less than
the Exercise Price of the original SAR.



ARTICLE VIII.

RESTRICTED STOCK





Section 8.01. Grants of Restricted Stock. Subject to the terms and provisions of the
Plan, including Article XIII, the Committee, at any time and from time to time, may grant
Shares of Restricted Stock to any Employee in such amounts as the Committee, in its sole
discretion, shall determine.




Section 8.02. Restricted Stock Award Agreement. Each Award of Restricted Stock shall be
evidenced by an Award Agreement, which shall specify the Period of Restriction, the number of
Shares granted, and the terms and conditions of the Award. The Committee may, in its
discretion, set Performance Targets in an Award Agreement for Restricted Stock that must be
satisfied for the restrictions on some or all of the Shares to be released at the end of the
Period of Restriction.




Section 8.03. Restrictions on Transferability. Except as provided in Section 17.09 or
this Article, Shares of Restricted Stock may not be sold, transferred, assigned, margined,
encumbered, gifted, bequeathed, alienated, hypothecated, pledged, or otherwise disposed of,
whether by operation of law, whether voluntarily or involuntarily or otherwise, until the end
of the applicable Period of Restriction.




Section 8.04. Other Restrictions. The Committee, in its sole discretion, may impose
such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate
in accordance with this Article.




	 	(a)	 	General Restrictions. The Committee may impose restrictions on Restricted
Stock based upon any one or more of the following criteria: (i) the achievement of
specific Performance Targets; provided that, except as provided in Section 4.05, the
Period of Restriction for such performance-based Shares of Restricted Stock shall be at
least one year (ii) vesting based on period of service with the Company and any of its
Subsidiaries; provided that, except as provided in Section 4.05, the Period of
Restriction for such service-based Shares of Restricted Stock shall be at least three
years, but the restrictions may be removed ratably during the three-year period on an
annual basis, (iii) applicable federal or state securities laws, or (iv) any other
basis determined by the Committee, in its sole discretion.






	 	(b)	 	Section 162(m) Performance Restrictions. Notwithstanding any other provision
of this Section to the contrary, for purposes of qualifying grants of Restricted Stock
as Performance-Based Compensation, the Committee shall establish restrictions based
upon the achievement of pre-established Performance Targets. If the Committee intends
for any Share of Restricted Stock to qualify as Performance-Based Compensation, the
specific Performance Targets that must be satisfied for the Period of Restriction to
lapse or terminate shall be established by the Committee on or before the latest date
permissible to enable the Restricted Stock to so qualify. In granting Restricted Stock
that is intended to qualify as Performance-Based Compensation, the Committee shall
follow any procedures that it determines to be necessary, advisable, or appropriate to
ensure such qualification.






	 	(c)	 	Legend on Certificates. The Committee, in its sole discretion, may require the
placement of a legend on certificates representing Shares of Restricted Stock to give
appropriate notice of such restrictions. For example, the Committee may determine that
some or all certificates representing Shares of Restricted Stock shall bear the
following legend:





THE SALE, PLEDGE, OR OTHER TRANSFER OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, WHETHER
VOLUNTARY, INVOLUNTARY, OR BY OPERATION OF LAW, IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER
UNDER FEDERAL AND STATE SECURITIES LAWS AND UNDER THE OLD NATIONAL BANCORP AMENDED AND RESTATED
2008 INCENTIVE COMPENSATION PLAN, AS SET FORTH IN AN AWARD AGREEMENT EXECUTED THEREUNDER. A COPY OF
SUCH PLAN AND SUCH AWARD AGREEMENT MAY BE OBTAINED FROM THE CORPORATE SECRETARY OF OLD NATIONAL
BANCORP.




Section 8.05. Removal of Restrictions. Except as otherwise provided in this Article, as
soon as practicable after the applicable Period of Restriction lapses, Shares of Restricted
Stock covered by an Award shall be subject to release to the Participant. For Awards of
Restricted Stock for which the restrictions are based on the achievement of Performance
Targets, the number of Shares to be released shall be determined as a function of the extent
to which the applicable Performance Targets have been achieved and to the extent that the
Shares are not earned, they shall be forfeited. Notwithstanding any provision in the Plan to
the contrary, to the extent permitted under Code Section 409A and Code Section 162(m) and the
regulations thereunder without resulting in adverse tax consequences, any Award Agreement for
Restricted Stock may provide for the earlier termination of restrictions on such Restricted
Stock in the event of the Participant’s death, disability or retirement or in connection with
a Change in Control.




Section 8.06. Dividends. Any grant of Shares of Restricted Stock may require that any
or all dividends or other distributions paid thereon during the applicable Period of
Restriction be either paid currently or automatically deferred and reinvested in additional
Shares of Restricted Stock, which may be subject to the same restrictions as the underlying
Award; provided, however, that dividends or other distributions on Shares of Restricted Stock
with restrictions that lapse as a result of the achievement of Performance Targets will be
deferred until and paid contingent upon the achievement of the applicable Performance
Targets.




Section 8.07. Voting Rights. During the Period of Restriction, Participants holding
Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to
those Shares, unless the applicable Award Agreement provides otherwise.




Section 8.08. Return of Restricted Stock to Company. On the date set forth in the
applicable Award Agreement, the Restricted Stock for which restrictions have not lapsed by
the last day of the Period of Restriction shall revert to the Company and thereafter shall be
available for the grant of new Awards.



ARTICLE IX.

RESTRICTED STOCK UNITS





Section 9.01. Grants of Restricted Stock Units. Subject to the terms and provisions of
the Plan, including Article XIII, the Committee, at any time and from time to time, may grant
Restricted Stock Units to any Employee in such amounts as the Committee, in its sole
discretion, shall determine.




Section 9.02. Restricted Stock Unit Award Agreement. Each Award of Restricted Stock
Units shall be evidenced by an Award Agreement, which shall specify the Period of
Restriction, the number of Restricted Stock Units (including the number of Shares or cash to
be delivered or paid upon the lapse of restrictions), and the terms and conditions of the
Award. The Committee may, in its discretion, set Performance Targets in an Award Agreement
for Restricted Stock Units that must be satisfied for the restrictions on some or all of the
Shares to be delivered or cash to be paid at the end of the Period of Restriction.




Section 9.03. Restrictions on Transferability. Except as provided in Section 17.09 or
this Article, Restricted Stock Units may not be sold, transferred, assigned, margined,
encumbered, gifted, bequeathed, alienated, hypothecated, pledged, or otherwise disposed of,
whether by operation of law, whether voluntarily or involuntarily or otherwise.




Section 9.04. Other Restrictions. The Committee, in its sole discretion, may impose such
other restrictions on Restricted Stock Units as it may deem advisable or appropriate in
accordance with this Article.




	 	(a)	 	General Restrictions. The Committee may impose restrictions on Restricted
Stock Units based upon any one or more of the following criteria: (i) the achievement
of specific Performance Targets; provided that, except as provided in Section 4.05, the
Period of Restriction for such performance-based Restricted Stock Units shall be at
least one year (ii) vesting based on period of service with the Company and any of its
Subsidiaries; provided that, except as provided in Section 4.05, the Period of
Restriction for such service-based Restricted Stock Units shall be at least three
years, but the restrictions may be removed ratably during the three-year period on an
annual basis, (iii) applicable federal or state securities laws, or (iv) any other
basis determined by the Committee, in its sole discretion.






	 	(b)	 	Section 162(m) Performance Restrictions. Notwithstanding any other provision
of this Section to the contrary, for purposes of qualifying grants of Restricted Stock
Units as Performance-Based Compensation, the Committee shall establish restrictions
based upon the achievement of pre-established Performance Targets. If the Committee
intends for any Restricted Stock Unit to qualify as Performance-Based Compensation, the
specific Performance Targets that must be satisfied for the Period of Restriction to
lapse or terminate shall be established by the Committee on or before the latest date
permissible to enable the Restricted Stock Unit to so qualify. In granting Restricted
Stock Units that are intended to qualify as Performance-Based Compensation, the
Committee shall follow any procedures that it determines to be necessary, advisable, or
appropriate to ensure such qualification.






Section 9.05. Removal of Restrictions. Except as otherwise provided in this Article, as
soon as practicable after the applicable Period of Restriction lapses, Restricted Stock Units
covered by an Award shall be subject to release to the Participant. For Awards of Restricted
Stock Units for which the restrictions are based on the achievement of Performance Targets,
the number of Shares to be delivered (or cash to be paid) shall be determined as a function
of the extent to which the applicable Performance Targets have been achieved and to the
extent that the Restricted Stock Units are not earned, they shall be forfeited.
Notwithstanding any provision in the Plan to the contrary, to the extent permitted under Code
Section 409A and Code Section 162(m) and the regulations thereunder without resulting in
adverse tax consequences, any Award Agreement for Restricted Stock Units may provide for the
earlier termination of restrictions on such Restricted Stock Units in the event of the
Participant’s death, disability or retirement or in connection with a Change in Control.




Section 9.06. Dividends Equivalents. The Committee may, at the Grant Date of Restricted
Stock Units, provide for the payment of dividend equivalents to the Participant either in
cash or in additional Shares on current, deferred or contingent basis; provided, however,
that dividends or other distributions on Restricted Stock Units with restrictions that lapse
as a result of the achievement of Performance Targets will be deferred until and paid
contingent upon the achievement of the applicable Performance Targets.




Section 9.07. Ownership. During the Period of Restriction, the Participant will have no
rights of ownership in the Shares subject to the Restricted Stock Units and shall have no
right to vote such Shares.




Section 9.08. Cancellation of Restricted Stock Units. On the date set forth in the
applicable Award Agreement, all Restricted Stock Units that have not been earned or vested
shall be forfeited and thereafter the Shares subject to such forfeited Restricted Stock Units
shall be available for the grant of new Awards.



ARTICLE X.

PERFORMANCE UNITS AND PERFORMANCE SHARES





Section 10.01. Grant of Performance Units/Shares. Subject to the terms and provisions
of the Plan, the Committee, at any time and from time to time, may grant Performance Units
and/or Performance Shares to any Employee in such amounts as the Committee, in its sole
discretion, shall determine. The Committee shall have complete discretion in determining the
number of Performance Units and Performance Shares granted to each Participant, subject to
the express limitations of the Plan, including Article XIII.




Section 10.02. Value of Performance Units/Shares. Each Performance Unit shall have an
initial value that is established by the Committee on or before the Grant Date. Each
Performance Share shall have an initial value equal to the Fair Market Value of a Share on
the Grant Date.




Section 10.03. Performance Objectives and Other Terms. The Committee shall set
performance objectives in its sole discretion which, depending on the extent to which they
are met, will determine the number or value of Performance Units or Performance Shares, or
both, that will be paid to the Participant. Each Award of Performance Units or Performance
Shares shall be evidenced by an Award Agreement that shall specify the number of Performance
Units or Performance Shares, the Performance Period, the performance objectives, and such
other terms and conditions as the Committee, in its sole discretion, shall determine.




	 	(a)	 	General Performance Objectives. The Committee may set performance objectives
based upon (i) the achievement of Performance Targets; provided that, except as
provided in Section 4.05, the Performance Period for any Performance Share or
Performance Unit shall be at least one year, (ii) applicable Federal or state
securities laws, or (iii) any other basis determined by the Committee in its sole
discretion.






	 	(b)	 	Section 162(m) Performance Objectives. Notwithstanding any other provision of
this Section to the contrary, for purposes of qualifying grants of Performance Units or
Performance Shares to Covered Employees as Performance-Based Compensation, the
Committee shall establish the specific Performance Targets applicable to Performance
Units or Performance Shares. If the Committee intends for any Performance Unit or
Performance Share to qualify as Performance-Based Compensation, the Performance Targets
for any such Award shall be set by the Committee on or before the latest date
permissible to enable the Performance Unit or Performance Share, as the case may be, to
so qualify. In granting Performance Units or Performance Shares to Covered Employees
that are intended to qualify as Performance-Based Compensation, the Committee shall
follow any procedures that it determines to be necessary, advisable, or appropriate to
ensure such qualification.






Section 10.04. Earning of Performance Units/Shares. After the applicable Period of
Restriction has ended, the holder of Performance Units or Performance Shares shall be
entitled to receive those Performance Units or Performance Shares, as the case may be, earned
by the Participant over the Performance Period, to be determined as a function of the extent
to which the applicable Performance Targets have been achieved. Notwithstanding any
provision in the Plan to the contrary, to the extent permitted under Code Section 409A and
Code Section 162(m) and the regulations thereunder without resulting in adverse tax
consequences, any Award Agreement for Performance Shares or Performance Units may provide for
the earlier lapse of restrictions or other modifications in the event of the Participant’s
death, disability or retirement or in connection with a Change in Control.




Section 10.05. Form and Timing of Payment of Performance Units/Shares. Each Award
Agreement for Performance Shares or Performance Units will specify the time and manner of
payment for any such Performance Shares or Performance Units that have been earned. The
Committee, in its sole discretion, may pay earned Performance Units or Performance Shares in
the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of
the earned Performance Units or Performance Shares, as the case may be, determined as of the
last day of the applicable Performance Period), or a combination thereof.




Section 10.06. Dividend Equivalents. The Committee may, at the Grant Date of Performance
Shares, provide for the payment of dividend equivalents to the Participant either in cash or
in additional Shares on a contingent basis, subject in all cases to deferral and payment on a
contingent basis based on the Participant’s earning of the Performance Shares with respect to
which such dividend equivalents are paid.




Section 10.07. Cancellation of Performance Units/Shares. On the date set forth in the
applicable Award Agreement, all Performance Units or Performance Shares that have not been
earned or vested shall be forfeited and thereafter shall be available for the grant of new
Awards.



ARTICLE XI.

SHARE GRANTS




Subject to the provisions of the Plan, including Article XIII and this Section, the Committee
may make an Award of Shares to any Employee in such amount as the Committee, in its sole
discretion, may determine. A grant pursuant to this Section may be evidenced by a Share Award
Agreement or such other document as the Committee, in its sole discretion, determines to be
appropriate; provided, however, the Shares shall be freely transferable, and the Committee shall
not impose Performance Targets, a Period of Restriction, or any other conditions, restrictions, or
risks of forfeiture on the Award. Awards of shares pursuant to this Section shall be subject to the
withholding requirements of Article XV.



ARTICLE XII.

SHORT-TERM INCENTIVE AWARDS




The Committee may grant performance awards, payable in cash or Shares, pursuant to the terms
of the STIP, as set out in Appendix A.



ARTICLE XIII.

LIMITS ON AWARDS





Section 13.01. Limitation on Shares Issued Pursuant to Awards. Notwithstanding any other
provision of this Plan to the contrary, the Committee may not grant Awards of Options, SARs,
Shares of Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units or
any grant of Shares pursuant to Article XI that are intended to qualify as Performance-Based
Compensation under Code Section 162(m) to any Participant under this Plan during any
three-year calendar year period that would result in more than Five Hundred Thousand
(500,000) Shares being issued to such Participant. For purposes of this Section, Shares
issued pursuant to the 1999 Plan shall be deemed issued pursuant to this Plan. The
limitations of this Section shall be subject to adjustment as provided in Section 4.04.




Section 13.02. Limitation on Cash Awards. Notwithstanding any other provision of this
Plan to the contrary, the Committee may not grant Awards payable in cash that are intended to
qualify as Performance-Based Compensation under Code Section 162(m) to any Participant under
this Plan during any three-year calendar year period in which the payments with respect to
such Awards would exceed Seven Million Five Hundred Thousand Dollars ($7,500,000).



ARTICLE XIV.

AMENDMENT, TERMINATION, AND DURATION





Section 14.01. Amendment, Suspension, or Termination.




	 	(a)	 	The Board may supplement, amend, alter, or discontinue the Plan in its sole
discretion at any time and from time to time, but no supplement, amendment, alteration,
or discontinuation shall be made which would impair the rights of a Participant under
an Award theretofore granted without the Participant’s consent, except that any
supplement, amendment, alteration, or discontinuation may be made to (i) avoid a
material charge or expense to the Company or an Affiliate, (ii) cause this Plan to
comply with applicable law, or (iii) permit the Company or an Affiliate to claim a tax
deduction under applicable law. In addition, subject to the provisions of this
Section, the Board of Directors, in its sole discretion at any time and from time to
time, may supplement, amend, alter, or discontinue this Plan without the approval of
the Company’s shareholders so long as any such amendment or alteration does not (i)
expand the types of awards eligible for grants or materially increase benefits accruing
to Participants under the Plan; (ii) materially increase the number of Shares subject
to the Plan (other than pursuant to Section 4.04); (iii) materially increase the
maximum number of Options, SARs, Shares of Restricted Stock, Restricted Stock Units,
Performance Units, Performance Shares, Shares, or Short-Term Incentive Awards that the
Committee may award to an individual Participant under the Plan (other than pursuant to
Section 4.04); (iv)  materially expand the classes of persons eligible or modify the
requirements for participation in the Plan; (v) delete or materially limit Sections
6.08 and 7.09 of the Plan (prohibiting the repricing of Options or SARs); or (vi)
otherwise require approval by the shareholders of the Company in order to comply with
applicable law, the terms of a written agreement or the rules of the New York Stock
Exchange or, if the Shares are not traded on the New York Stock Exchange, the principal
national securities exchange upon which the Shares are traded or quoted. The Committee
may supplement, amend, alter, or discontinue the terms of any Award theretofore
granted, prospectively or retroactively, on the same conditions and limitations (and
exceptions to limitations) as apply to the Board under the foregoing provisions of this
Section, subject to any approval or limitations the Board may impose.






	 	(b)	 	If permitted by Code Section 409A and Code Section 162(m), and the regulations
thereunder, without resulting in any adverse tax consequences, but subject Section
14.01(c), in case of termination of employment by reason of death, disability or
retirement of a Participant, or in the case of a Change in Control, an unforeseeable
emergency or other special circumstances, the Committee may, in its sole discretion,
accelerate the exercisability of an Option or SAR, accelerate the time at which any
restrictions shall lapse or remove any restrictions with respect to Shares of
Restricted Stock and Restricted Stock Units, and reduce or waive any Performance
Targets or related business criteria applicable to Performance Shares, Performance
Units or Short-Term Incentive Awards.






	 	(c)	 	Subject to Sections 6.08 and 7.09 of the Plan (prohibiting the repricing of
Options or SARs), the Committee may amend the terms of any Award granted under this
Plan prospectively or retroactively, except in the case of an Award intended to qualify
as Performance-Based Compensation (other than in connection with the Participant’s
death or disability, or a Change in Control) where such action would result in the loss
of the otherwise available exemption of the award under Section 162(m) of the Code. In
such case, the Committee will not make any modification of the Performance Targets or
the level or levels of achievement with respect to such Award. Except as provided in
Section 4.04 of the Plan, no amendment of an Award shall impair the rights of the
Participant without his or her consent.






Section 14.02. Duration of The Plan and Shareholder Approval. The Plan shall become
effective on the Effective Date and shall terminate automatically ten years thereafter,
unless terminated pursuant to its terms before that time. Notwithstanding the preceding
sentence, termination of the Plan shall not affect any Award granted before the date of
termination, unless expressly provided in the applicable Award Agreement or a duly adopted
Plan amendment.



ARTICLE XV.

TAX WITHHOLDING





Section 15.01. Withholding Requirements. Prior to the delivery of any Shares or cash
pursuant to the payment or exercise of an Award, the Company shall have the power and the
right to deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy all federal, state, and local income and employment taxes required to
be withheld with respect to the payment or exercise of such Award.




Section 15.02. Withholding Arrangements. The Committee, in its sole discretion and
pursuant to such procedures as it may specify from time to time, may permit a Participant to
satisfy such tax withholding obligation, in whole or in part, by (i) electing to have the
Company withhold otherwise deliverable Shares (except in the case of exercises of Incentive
Stock Options), or (i) delivering to the Company Shares then owned by the Participant having
a Fair Market Value equal to the amount required to be withheld; provided, however, that any
            shares delivered to the Company shall satisfy the ownership requirements specified in Section
6.06(a). In no event will the Fair Market Value of the Shares withheld and delivered to
satisfy applicable withholding taxes in connection with the benefit provided under the Plan
exceed the minimum amount of taxes required to be withheld.1 The Fair Market Value
of the Shares to be withheld or delivered shall be determined as of the date that the taxes
are required to be withheld.



ARTICLE XVI.

CHANGE IN CONTROL





Section 16.01. Definition. For purposes of the Plan, a “Change in Control” shall mean
that the conditions or events set forth in any one or more of the following subsections shall
have occurred:




	 	(a)	 	the acquisition by any person (within the meaning of Section 13(d) of the
Securities Exchange Act of 1934 (“Act”)), other than the Company, a subsidiary, and any
employee benefit plan of the Company or a subsidiary, of twenty-five percent (25%) or
more of the combined voting power entitled to vote generally in the election of the
directors of the Company’s then outstanding voting securities;






	 	(b)	 	the persons who were serving as the members of the Board of Directors
immediately prior to the commencement of a proxy contest relating to the election of
directors or a tender or exchange offer for voting securities of the Company
(“Incumbent Directors”) shall cease to constitute at least a majority of the Board of
Directors (or the board of directors of any successor to the Company) at any time
within one year of the election of directors as a result of such contest or the
purchase or exchange of voting securities of the Company pursuant to such offer,
provided that any director elected to the Board of Directors, or nominated for
election, by a majority of the Incumbent Directors then still in office and whose
nomination or election was not made at the request or direction of the person(s)
initiating such contest or making such offer shall be deemed to be an Incumbent
Director for purposes of this Subsection (b);






	 	(c)	 	consummation of a merger, reorganization, or consolidation of the Company, as a
result of which persons who were shareholders of the Company immediately prior to such
merger, reorganization, or consolidation do not, immediately thereafter, own, directly
or indirectly and in substantially the same proportions as their ownership of the stock
of the Company immediately prior to the merger, reorganization, or consolidation, more
than fifty percent (50%) of the combined voting power entitled to vote generally in the
election of directors of (i) the merged, reorganized, or consolidated company or (ii)
an entity that, directly or indirectly, owns more than fifty percent (50%) of the
combined voting power entitled to vote generally in the election of directors of the
company described in clause (i);






	 	(d)	 	a sale, transfer, or other disposition of all or substantially all of the
assets of the Company, which is consummated and immediately following which the persons
who were shareholders of the Company immediately prior to such sale, transfer, or
disposition, do not own, directly or indirectly and in substantially the same
proportions as their ownership of the stock of the Company immediately prior to the
sale, transfer, or disposition, more than fifty percent (50%) of the combined voting
power entitled to vote generally in the election of directors of (i) the entity or
entities to which such assets are sold or transferred or (ii) an entity that, directly
or indirectly, owns more than fifty percent (50%) of the combined voting power entitled
to vote generally in the election of directors of the entities described in clause (i);
or






	 	(e)	 	the shareholders of the Company approve a liquidation of the Company.





ARTICLE XVII.

MISCELLANEOUS





Section 17.01. Mistake of Fact. Any mistake of fact or misstatement of facts shall be
corrected when it becomes known by a proper adjustment to an Award or Award Agreement.




Section 17.02. Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document, or other information which the person relying thereon
considers pertinent and reliable, and signed, made, or presented by the proper party or
parties.




Section 17.03. Notices. Any notice or document required to be given to or filed with
the Committee will be properly given or filed if hand delivered (and a delivery receipt is
received) or mailed by certified mail, return receipt requested, postage paid, to the
Committee at Box 718, Evansville, Indiana 47705.




Section 17.04. No Effect on Employment or Service. Neither the Plan, the grant of an
Award, or the execution of an Award Agreement shall confer upon any Participant any right to
continued employment by the Company or an Affiliate or interfere with or limit in any way the
right of the Company or an Affiliate to terminate any Participant’s employment or service at
any time, with or without Cause. Employment with the Company and its Affiliates is on an
at-will basis only, unless otherwise provided by a written employment or severance agreement,
if any, between the Participant and the Company or Affiliate, as the case may be. If there is
any conflict between the provisions of the Plan and an employment or severance agreement
between a Participant and the Company or an Affiliate, the provisions of such employment or
severance agreement shall control, including, but not limited to, the vesting and forfeiture
of any Awards.




Section 17.05. No Company Obligation. Unless required by applicable law, the Company,
an Affiliate, the Board of Directors, and the Committee shall not have any duty or obligation
to disclose material information to a record or beneficial holder of Shares or an Award, and
such holder shall have no right to be advised of any material information regarding the
Company or any Affiliate at any time prior to, upon, or in connection with the receipt,
exercise, or distribution of an Award.




Section 17.06. Participation. No Employee shall have the right to be selected to
receive an Award, or, having been selected, to be selected to receive a future Award.
Participation in the Plan will not give any Participant any right or claim to any benefit
under the Plan, unless such right or claim has accrued under the express terms of the Plan.




Section 17.07. Liability and Indemnification. No member of the Board, the Committee, or
any officer or employee of the Company or any Affiliate shall be personally liable for any
action, failure to act, decision, or determination made in good faith in connection with the
Plan. By participating in the Plan, each Participant agrees to release and hold harmless the
Company and its Affiliates (and their respective directors, officers, and employees) and the
Committee from and against any tax liability, including, but not limited to, interest and
penalties, incurred by the Participant in connection with his receipt of Awards under the
Plan and the payment and exercise thereof. Each person who is or shall have been a member of
the Committee or the Board or served as an officer of the Company or any of its Subsidiaries
shall be indemnified and held harmless by the Company against and from (i) any loss, cost,
liability, or expense (including, but not limited to, attorneys’ fees) that may be imposed
upon or reasonably incurred by him or her in connection with or resulting from any claim,
action, suit, or proceeding to which he or she may be a party or in which he or she may be
involved by reason of any action taken or failure to act under the Plan or any Award
Agreement, and (ii) any and all amounts paid by him or her in settlement thereof, with the
Company’s prior written approval, or paid by him or her in satisfaction of any judgment in
any such claim, action, suit, or proceeding against him or her; provided, however, that he or
she shall give the Company an opportunity, at the Company’s expense, to handle and defend
such claim, action, suit, or proceeding before he or she undertakes to handle and defend the
same on his or her own behalf. The foregoing right of indemnification shall not be exclusive
of any other rights of indemnification to which such persons may be entitled under the
Company’s Articles of Incorporation or By-Laws, by contract, as a matter of law or otherwise,
or under any power that the Company may have to indemnify them or hold them harmless.




Section 17.08. Successors. All obligations of the Company hereunder with respect to
Awards shall be binding on any successor to the Company, whether or not the existence of such
successor is the result of a Change in Control of the Company. The Company shall not, and
shall not permit its Affiliates to, recommend, facilitate, or agree or consent to a
transaction or series of transactions that would result in a Change in Control of the Company
unless and until the person or persons or entity or entities acquiring control of the Company
as a result of such Change in Control agree(s) to be bound by the terms of the Plan insofar
as it pertains to Awards theretofore granted and agrees to assume and perform the obligations
of the Company hereunder.




Section 17.09. Nontransferability of Awards. Except as provided in Subsection (a) or
(b), no Award can be 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. In addition, no Award shall be subject to execution, attachment, or
similar process. In no event may any Award be transferred for value. Any attempted or
purported transfer of an Award in contravention of the Plan or an Award Agreement shall be
null and void ab initio and of no force or effect whatsoever. All rights with respect to an
Award granted to a Participant shall be exercisable during his or her lifetime only by the
Participant.




	 	(a)	 	Limited Transfers of Nonqualified Stock Options. Notwithstanding the
foregoing, the Committee may, in its sole discretion, permit the transfer of
Nonqualified Stock Options by a Participant to: (i) the Participant’s spouse, any
children or lineal descendants of the Participant or the Participant’s spouse, or the
spouse(s) of any such children or lineal descendants (Immediate Family Members), (ii) a
trust or trusts for the exclusive benefit of Immediate Family Members, or (iii) a
partnership or limited liability company in which the Participant and/or the Immediate
Family Members are the only equity owners, (collectively, Eligible Transferees);
provided, however, that, if the Committee permits the transfer of Nonqualified Stock
Options granted to the Participant, the Committee may subsequently, in its sole
discretion, amend, modify, revoke, or restrict, without the prior consent,
authorization, or agreement of the Eligible Transferee, the ability of the Participant
to transfer Nonqualified Stock Options that have not been already transferred to an
Eligible Transferee. An Option that is transferred to an Immediate Family Member shall
not be transferable by such Immediate Family Member, except for any transfer by such
Immediate Family Member’s will or by the laws of descent and distribution upon the
death of such Immediate Family Member. Incentive Stock Options granted shall not be
transferable pursuant to this Subsection.






	 	(b)	 	Exercise by Eligible Transferees. If the Committee, in its sole discretion,
permits the transfer of Nonqualified Stock Options by a Participant to an Eligible
Transferee under Subsection (a), the Options transferred to the Eligible Transferee
must be exercised by such Eligible Transferee and, in the event of the death of such
Eligible Transferee, by such Eligible Transferee’s executor or administrator only in
the same manner, to the same extent, and under the same circumstances (including, but
not limited to, the time period within which the Options must be exercised) as the
Participant could have exercised such Options. The Participant, or in the event of his
or her death, the Participant’s estate, shall remain liable for all federal, state,
local, and other taxes applicable upon the exercise of a Nonqualified Stock Option by
an Eligible Transferee.






Section 17.10. No Rights as Shareholder. Except as expressly provided in Article VIII,
no Participant (or any Beneficiary) shall have any of the rights or privileges of a
shareholder of the Company with respect to any Shares issuable pursuant to an Award (or the
exercise thereof), unless and until certificates representing such Shares shall have been
recorded on the Company’s official shareholder records (or the records of its transfer agents
or registrars) as having been issued and transferred to the Participant (or his or her
Beneficiary).




Section 17.11. Funding. Benefits payable under this Plan to any person shall be paid by
the Company from its general assets. Shares to be distributed hereunder shall be issued
directly by the Company from its authorized but unissued Shares or acquired by the Company on
the open market, or a combination thereof. Neither the Company nor any of its Affiliates
shall be required to segregate on their books or otherwise establish any funding procedure
for any amount to be used for the payment of benefits under this Plan. The Company or any of
its Affiliates may, however, in their sole discretion, set funds aside in investments to meet
any anticipated obligations under this Plan. Any such action or set-aside shall not be deemed
to create a trust of any kind between the Company or any of its Affiliates and any
Participant or other person entitled to benefits under the Plan or to constitute the funding
of any Plan benefits. Consequently, any person entitled to a payment under the Plan will have
no rights greater than the rights of any other unsecured general creditor of the Company or
its Affiliates.




Section 17.12. Compliance with Code Section 409A.




	 	(a)	 	To the extent applicable, it is intended that the Plan and any grants made
hereunder comply with (or be exempt from) the provisions of Code Section 409A, so that
the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the
Participants. This Plan and any grants made hereunder will be administered in a manner
consistent with this intent. Any reference in this Plan to Code Section 409A will also
include any regulations or any other formal guidance promulgated with respect to such
Section by the U.S. Department of the Treasury or the Internal Revenue Service.






	 	(b)	 	Neither a Participant nor any of a Participant’s creditors or beneficiaries
will have the right to subject any deferred compensation (within the meaning of Code
Section 409A) payable under this Plan and grants hereunder to any anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment. Except as permitted under Code Section 409A, any deferred compensation
(within the meaning of Code Section 409A) payable to a Participant or for a
Participant’s benefit under this Plan and grants hereunder may not be reduced by, or
offset against, any amount owing by a Participant to the Company or any of its
Subsidiaries.






	 	(c)	 	If, at the time of a Participant’s separation from service (within the meaning
of Code Section 409A), (i) the Participant is a specified employee (within the meaning
of Code Section 409A and using the identification methodology selected by the Company
from time to time) and (ii) the Company makes a good faith determination that an amount
payable hereunder constitutes deferred compensation (within the meaning of Code Section
409A) the payment of which is required to be delayed pursuant to the six-month delay
rule set forth in Code Section 409A in order to avoid taxes or penalties under Code
Section 409A, then the Company will not pay such amount on the otherwise scheduled
payment date but will instead pay it, without interest, on the tenth business day of
the seventh month after such separation from service.






	 	(d)	 	Notwithstanding any provision of the Plan and grants hereunder to the contrary,
in light of the uncertainty with respect to the proper application of Code Section
409A, the Company reserves the right to make amendments to this Plan and grants
hereunder as the Company deems necessary or desirable to avoid the imposition of taxes
or penalties under Code Section 409A. In any case, a Participant will be solely
responsible and liable for the satisfaction of all taxes and penalties that may be
imposed on a Participant or for a Participant’s account in connection with this Plan
and grants hereunder (including any taxes and penalties under Code Section 409A), and
neither the Company nor any of its affiliates will have any obligation to provide the
Participant with any tax gross-up or indemnify or otherwise hold a Participant harmless
from any or all of such taxes or penalties.






Section 17.13. Recoupment. The Plan will be administered in compliance with Section 10D
of the Act, any applicable rules or regulations promulgated by the Securities and Exchange
Commission or any national securities exchange or national securities association on which
the Shares may be traded, and any Company policy adopted pursuant to such law, rules, or
regulations (including, without limitation, the Company’s Bonus Recoupment Policy). In its
discretion, moreover, the Committee may require repayment to the Company of all or any
portion of any Award if the amount of the Award was calculated based upon the achievement of
certain financial results that were subsequently the subject of a restatement of the
Company’s financial statements, the Participant engaged in misconduct that caused or
contributed to the need for the restatement of the financial statements, and the amount
payable to the Participant would have been lower than the amount actually paid to the
Participant had the financial results been properly reported. This Section 17.13 will not be
the Company’s exclusive remedy with respect to such matters.




Section 17.14. Use of Proceeds. The proceeds received by the Company from the sale of
Shares pursuant to the Plan will be used for general corporate purposes.



OLD NATIONAL BANCORP



	 	 	 	 	 	 	 
	DATED:

	 	 	 	By:
	 	

	
 
	 	 	 	 	 	 
	
 
	 	 	 	 	 	Robert Jones, President and

Chief Executive Officer
	ATTEST:
	 	 	 	 
	By:

	 	

	 	

	 	

	
 
	 	 
	 	 
	 	

	
 
	 	Jeffrey L. Knight

Corporate Secretary and Chief Legal Counsel
	 	



	 	









Appendix I-A




OLD NATIONAL BANCORP

SHORT-TERM INCENTIVE COMPENSATION PLAN

FOR KEY EXECUTIVES

ARTICLE I.

GENERAL PROVISIONS





Section 1.01. Establishment. The Company has established the Old National Bancorp
Short-Term Incentive Compensation Plan for Key Executives (“STIP”). The STIP is part of the
Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan (“Plan”), and the
terms of the Plan are incorporated as part of the STIP. The STIP is effective as of the date
the Company’s shareholders approve the Plan.




Section 1.02. Purpose. The purpose of the STIP is to advance the interests of the
Company and its Subsidiaries by providing an annual incentive bonus to be paid to selected
key Executive Employees based on the achievement of pre-established quantitative performance
goals. The Plan is a performance-based compensation plan, as defined in Code Section 162(m),
and payments under the Plan are intended to qualify as Performance-Based Compensation.



ARTICLE II.

DEFINED TERMS.





Section 2.01. Definitions. For purposes of this document, unless another definition is
set out below, when the initial letter of a word (or each word in a term) is capitalized, the
term shall have the meaning specified in Article II of the Plan. For purposes of this
document, when the initial letter of the following words (or each word in the following
terms) is capitalized, the term shall have the meaning specified below:




	 	(a)	 	“Executive Employee” means any key executive employee of the Company or a
Subsidiary, as determined by the Committee.






	 	(b)	 	“Participant” means, with respect to a calendar year, an Executive Employee to
whom the Committee has granted a Performance Award for the year.






	 	(c)	 	“Performance Award Payment” means the amount payable, in cash or Shares, under
a Performance Award, based on the achievement of Performance Targets.






	 	(d)	 	“Performance Period” means the calendar year.





ARTICLE III.

ADMINISTRATION




The Committee shall administer the STIP, and it shall have all powers and authority necessary
or appropriate to the fulfillment of its duties hereunder. Except as limited by the express
provisions of the Plan, the STIP, or resolutions adopted by the Board, the Committee also shall
have the authority and discretion to interpret the STIP, to establish and revise rules and
regulations relating to the STIP, and to make any other determinations that it believes necessary
or advisable for administration of the STIP.



ARTICLE IV.

PERFORMANCE AWARDS





Section 4.01. Selection of Participants. The Committee shall have the authority to
grant Performance Awards to one or more Executive Employees.




Section 4.02. Award Criteria.




	 	(a)	 	Before March 31 of each calendar year for which it grants a Performance Award,
the Committee shall establish (i) the Performance Measures and Performance Targets
applicable to each Performance Award for that year and (ii) an objective formula for
computing the Performance Award Payment based on such Performance Measures and
Performance Targets. The Committee shall have sole discretion to determine the
Performance Measures and Performance Targets applicable to each Performance Award and
the formula for calculating the amount of the Performance Award Payment. The Committee
may establish a minimum level of performance for Performance Award Payments to be made.
In addition, the Committee may establish minimum, target, and maximum Performance
Targets, with the size of the Performance Award based on the level attained. Once
established, Performance Targets, Performance Measures, and the related formula shall
not be changed during the Performance Period; provided, however, that the Committee
may, in its discretion, eliminate or decrease the amount of a Performance Award Payment
to any Participant.






	 	(b)	 	The Committee may impose conditions in addition to those imposed pursuant to
Subsection (a), including but not limited to a condition that the Participant be
employed by the Company or an Affiliate on the payment date and/or a condition that the
Participant be employed by the Company or an Affiliate on the payment date and/or a
condition that the Participant re-pay the Award if he engages in prohibited competition
with the Company or an Affiliate.






Section 4.03. Certification of Performance. As soon as practicable after the Company’s
audited financial statements are available for a Performance Period, the Committee shall
determine the Company’s performance in relation to the Performance Targets for the
Performance Period; and it shall certify in writing the extent to which the Performance
Targets were achieved.




Section 4.04. Performance Award Payments.




	 	(a)	 	Subject to the provisions of Subsection (b) and (c) and Section 4.05,
Performance Awards, as determined Committee in accordance with its pre-established
objective formula, shall be paid in cash or Shares. The Performance Award Payment for
a Performance Award shall be made by March 15 of the calendar year following the
calendar year in which the last day of the Performance Period of the Performance Award
occurs. Federal, state and local taxes shall be withheld from the Performance Award
Payment.






	 	(b)	 	Notwithstanding Subsection (a), the Committee may, in its discretion, reduce or
eliminate the amount of any Performance Award Payment, as it deems appropriate.






	 	(c)	 	Notwithstanding any other provision of the STIP, under no circumstances shall
the Performance Award Payment amount for a Participant pursuant to the STIP for a
calendar year exceed the lesser of (i) two times the Participant’s base salary for such
year or (ii) Two Million Five Hundred Thousand Dollars ($2,500,000).






Section 4.05. Termination of Service. To receive a Performance Award Payment, a
Participant must be employed by the Company or an Affiliate on the last day of the
Performance Period. Notwithstanding the preceding sentence, if a Participant Terminates
Service before such date on account of his or her death, Disability, or Retirement, the
Committee may determine that the Participant shall be paid all or a portion of the total
Performance Award Payment that the Participant would have received if he or she had been
employed on the last day of the Performance Period (based on the Company’s performance in
relation to the Performance Targets for the Performance Period), provided that any such
Performance Award Payment shall be paid on the Performance Award’s scheduled payment date as
set forth in Section 4.04(a). If the Participant is employed on the last day of the calendar
year, but was not employed during the entire calendar year, the Participant shall receive a
pro-rated payout for that part of the year in which he or she was a Participant. If the
Participant is deceased at the time of a STIP payment, the payment shall be made to be the
person or persons in the first of the following classes in which there are survivors of the
Participant: (i) his or her spouse at the time of death; (ii) his or her issue, per stirpes;
(iii) his or her parents; (iv) the executor or administrator of his or her estate.



ARTICLE V.

TERM




The STIP is contingent on approval of the Plan, of which the STIP is a part, by the Company’s
shareholders at the Company’s 2012 Annual Meeting of Shareholders, and shall remain in effect until
such time as it shall be terminated by the Board of Directors of the Company or, if earlier, ten
years after its approval by the Company’s shareholders.



ARTICLE VI.

MISCELLANEOUS





Section 6.01. Amendment and Termination. The Committee may amend, suspend or terminate
the STIP at any time in its sole and absolute discretion. Any amendment or termination of the
STIP, however, shall not affect the right of a Participant to receive any earned but unpaid
Performance Award Payment. The Committee may amend the STIP without shareholder approval,
unless such approval is necessary to comply with applicable laws, including provisions of the
Securities Exchange Act of 1934 and Code Section 162(m). Termination of the STIP shall not
affect any Awards previously granted.




Section 6.02. Section 162(m) Compliance. It is the intent of the Company that awards
made pursuant to the STIP constitute Qualified Performance-Based Compensation. Accordingly,
the STIP shall be interpreted in a manner consistent with Code 162(m). If any provision of
the STIP is intended to but does not comply with, or is inconsistent with, the requirements
of Code Section 162(m), such provision shall be construed or deemed amended to the extent
necessary to conform to and comply with Section 162(m).




Section 6.03. Additional Payments. Nothing in the STIP precludes the Company from
making additional payments or special awards to Participants outside of the Plan that may or
may not qualify as Performance-Based Compensation, provided that such payment or award does
not affect the qualification of any incentive compensation payable under the Plan as
Performance-Based Compensation.




Section 6.04. Compliance with Code Section 409A. The STIP, together with the Plan,
constitutes the entire agreement between the parties with respect to the subject matter
hereof. The Company intends that the STIP be, at all relevant times, compliant with (or
exempt from) Code Section 409A and all other applicable laws, and, if any Participant’s
interests hereunder are subject to Code Section 409A, the STIP shall be so interpreted and
administered. In addition to the general amendment rights of the Company with respect to the
Plan, the Company specifically retains the unilateral right (but not the obligation) to make,
prospectively or retroactively, any amendment to the STIP or any related document as it deems
necessary or desirable to more fully address issues in connection with compliance with (or
exemption from) Code Section 409A and other laws. In no event, however, shall this section
or any other provisions of the STIP be construed to require the Company to provide any
gross-up for the tax consequences of any provisions of, or payments under, the STIP. Except
as may be provided in a separate agreement between the Company or an Affiliate and a
Participant, the Company and its Affiliates shall have no responsibility for tax or legal
consequences to any Participant (or the any Participant’s beneficiaries) resulting from the
terms or operation of the STIP or the Plan.




Section 6.05. Six-Month Delay in Payment. Notwithstanding anything in the STIP or the
Plan to the contrary, if at the time of any Participant’s separation from service (as defined
under Code Section 409A) with the Company or any Affiliate, the Participant’s interests in
the STIP are subject to Code Section 409A and the Participant is a “specified employee” as
defined in Code Section 409A, and the deferral of the commencement of any payments or
benefits otherwise payable hereunder as a result of such separation from service is necessary
in order to prevent the imposition of any accelerated or additional tax under Code Section
409A, then the Company will defer the commencement of the payment of any such payments or
benefits hereunder (without any reduction in such payments or benefits ultimately paid or
provided to the Participant) until the date that is six (6) months following the
Participant’s separation from service with the Company and any Affiliate (or the earliest
date as is permitted under Code Section 409A).




Section 6.06. Recoupment. The STIP and the Plan will be administered in compliance with
Section 10D of the Act, any applicable rules or regulations promulgated by the Securities and
Exchange Commission or any national securities exchange or national securities association on
which the Shares may be traded, and any Company policy adopted pursuant to such law, rules,
or regulations (including, without limitation the Company’s Bonus Recoupment Policy). In its
discretion, moreover, the Committee may require repayment to the Company of all or any
portion of any Performance Award if the amount of the Performance Award was calculated based
upon the achievement of certain financial results that were subsequently the subject of a
restatement of the Company’s financial statements, the Participant engaged in misconduct that
caused or contributed to the need for the restatement of the financial statements, and the
amount payable to the Participant would have been lower than the amount actually paid to the
Participant had the financial results been properly reported. This Section 6.06 will not be
the Company’s exclusive remedy with respect to such matters.




	 	1	 	Changed to make it clearer that no more than
the minimum amount required to be withheld to satisfy taxes will be withheld.