EX-10.bc



 Exhibit 10(bc) 
 OLD NATIONAL BANCORP 
 2008 INCENTIVE COMPENSATION PLAN 

PERFORMANCE SHARE AWARD AGREEMENT 
 (INTERNAL PERFORMANCE FACTORS) 
 This Award Agreement
(“Agreement”) is entered into as of January 26, 2012 (“Grant Date”), by and between Old National Bancorp, an Indiana corporation (“Company”), and
                    , an officer or employee of the Company or one of its Affiliates (“Participant”). 

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

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

In consideration of the premises and the mutual covenants herein contained, the Company and the Participant agree as
follows: 
 1. Defined Terms. For purposes of this Agreement, if the first letter of a word (or
each word in a term) is capitalized, the term shall have the meaning provided in this Agreement, or if such term is not defined by this Agreement, the meaning specified in the Plan. 

(a) “Adjusted Share Distribution” means, with respect to a Performance Share, a number of whole and fractional
Shares equal to the sum of the Unadjusted Share Distribution and the Dividend Adjustment. 
 (b) “Appendix
A” means Appendix A to this Agreement, which is hereby incorporated herein and made a part hereof. 







 (c) “Dividend Adjustment” means, with respect to a Performance
Share, a number of whole and fractional Shares, determined as provided in Section 6, which is added to the Unadjusted Share Distribution to reflect dividend payments during the Performance Period on the Shares included in the Unadjusted Share
Distribution. 
 (d) “Maximum Performance” means the Performance Goal achievement required for the
maximum permissible distribution with respect to a Performance Share, as set out in Appendix A. 
 (e)
“Minimum Performance” means the minimum Performance Goal achievement required for any distribution to be made with respect to a Performance Share, as set out in Appendix A. 

(f) “Performance Goal” means a financial target on which the distribution with respect to a Performance Share
is based, as set out in Appendix A. 
 (g) “Performance Period” means the Performance Period specified
in Appendix A. 
 (h) “Performance Share” means a contingent right awarded pursuant to this Agreement
for distribution of a Share upon attainment of the Performance Goals as set forth in Appendix A. 
 (i)
“Section” refers to a Section of this Agreement. 
 (j) “Target Performance” means the
Performance Goal achievement required for the targeted distribution with respect to a Performance Share, as set out in Appendix A. If Target Performance is achieved but not exceeded for all Performance Goals, the Unadjusted Share Distribution with
respect to a Performance Share is one share of the Company’s voting common stock (“Share”). 

(k) “Unadjusted Share Distribution” means, with respect to a Performance Share, the total number of Shares to
be distributed to the Participant, before adding the Dividend Adjustment or subtracting required tax withholding. 
 2. Incorporation of Plan Terms. All provisions of the Plan, including definitions (to the extent that a different definition is not provided in this Agreement), are incorporated herein and
expressly made a part of this Agreement by reference. The Participant hereby acknowledges that he or she has received a copy of the Plan. 
 3. Award of Performance Shares. The Committee has awarded the Participant
            (            ) Performance Shares, effective as of the Grant Date, subject to the terms and conditions of the Plan
and this Agreement. 
 4. Contingent Distribution on Account of Performance Shares. 

(a) Except as provided in Section 5, no distribution shall be made with respect to any Performance Share, unless
(i) Minimum Performance is achieved or exceeded, and (ii) the Participant (A) is continually employed by the Company and/or an Affiliate at all times from the 

  
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award of the Performance Shares until the date on which Shares are distributed pursuant to Subsection (c) below; provided, however, the Committee may, in its discretion, waive the continuous
employment requirement in this clause (ii), or (B)Terminates Service during the Performance Period on account of his death, Disability, or Retirement. 
 (b) All distributions on account of a Performance Share shall be made in the form of Shares. The Unadjusted Share Distribution with respect to a Performance Share, if any, is dependent on the
Company’s achievement of the Performance Goals, as specified in Appendix A. By way of example, if Target Performance for the Performance Period is achieved but not exceeded with respect to each Performance Goal, the Unadjusted Share
Distribution shall consist of one share of the Company’s voting common stock (“Share”). The number of Shares distributed on account of a Performance Share shall be increased by the Dividend Adjustment to determine the Adjusted Share
Distribution and reduced by applicable tax withholding as provided in Section 10. If, after reduction for tax withholding, the Participant is entitled to a fractional Share, the net number of Shares distributed to the Participant shall be
rounded down to the next whole number of Shares. 
 (c) Except as expressly provided in Section 5, the
Company shall distribute the Adjusted Share Distribution, reduced to reflect tax withholding, not later than March 15th of the calendar year following the year in which the Performance Period ends. 

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

(e) If a Participant Terminates Service during the Performance Period on account of Participant’s Disability or
Retirement, Participant’s Performance Shares shall remain outstanding as if Participant had not Terminated Service, and payments with respect to such Performance Shares shall be made at the same time as payments are made to Participants who did
not incur a Termination of Service during the applicable Perforamcne Period. 
 (f) If a Participant Terminates
Service due to death during the Performance Period, the performance requirements with respect to the Participant’s Performance Shares shall lapse, and the Participant’s Beneficiary shall, on the date of such Termination of Service, be
fully entitled to payment under such Performance Shares as if targeted performance had been achieved and the Performance Period ended on the date of the Participant’s death, and such payments shall be made within sixty (60) days after the
Participant’s death. 
 5. Change in Control. If a Change in Control occurs during the
Performance Period, and the Participant has been continually employed by the Company and/or an Affiliate from the Grant Date until the day preceding the Change in Control date, the Company shall distribute to the Participant on the Change in Control
date or within thirty days thereafter the number of Shares actually earned through the date of the Change in Control (pro-rated for the portion of the Performance period served through the date of the Change in Control), increased by the Dividend
Adjustment, that would have been paid to the Participant pursuant to Section 4, if (i) the Participant had satisfied the employment requirement of Subsection 4(a), and (ii) the 


  
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Performance Period ended on the Change in Control date with earned Performance Shares to be calculated based on actual Company performance relative to the Performance Goals as of the Change in
Control date. In determining the number of Shares to be distributed to the Participant pursuant to this Section, no Dividend Adjustment shall be made on account of anticipated dividends after the Change in Control date. The Committee, in its sole
discretion, may elect for the Company to pay the Participant, in lieu of distributing Shares, the cash equivalent of the Shares to be distributed to the Participant pursuant to this Section. Upon such cash payment or distribution of Shares, the
Company’s obligations with respect to the Performance Shares shall end. 
 6. Dividend
Adjustment. Except as otherwise provided for in this Agreement, a Dividend Adjustment shall be added to the Unadjusted Share Distribution. The Dividend Adjustment shall be a number of Shares equal to the number of Shares that would have
resulted, if each dividend paid during the Performance Period on the Shares included in the Unadjusted Share Distribution had been immediately reinvested in Shares. 

7. Performance Goals. The applicable Performance Goals, the weight given to each Performance Goal, and the
Minimum Performance, Target Performance, and Maximum Performance are set out in Appendix A. 
 8.
Participant’s Representations. The Participant agrees, upon request by the Company and before the distribution of Shares with respect to the Performance Shares, to provide written investment representations as reasonably requested
by the Company. The Participant also agrees that, if he or she is a member of the Company’s Executive Leadership Group at the time the Shares are distributed, and if at that time he or she has not satisfied the Company’s Stock Ownership
guidelines, the Participant will continue to hold the Shares received in the Distribution, net of any shares withheld for taxes, until such time as the Participant has satisfied the Company’s Stock Ownership requirement. 

9. Income and Employment Tax Withholding. All required federal, state, city, and local income and
employment taxes that arise on account of the Performance Shares shall be satisfied through the withholding of Shares otherwise distributable pursuant to this Agreement. 

10. Nontransferability. The Participant’s interest in the Performance Shares or any distribution with
respect to such Shares may not be (i) sold, transferred, assigned, margined, encumbered, bequeathed, gifted, alienated, hypothecated, pledged, or otherwise disposed of, whether by operation of law, whether voluntarily or involuntarily or
otherwise, other than by will or by the laws of descent and distribution, or (ii) subject to execution, attachment, or similar process. Any attempted or purported transfer in contravention of this Section shall be null and void ab initio and of
no force or effect whatsoever. 
 11. Indemnity. The Participant hereby agrees to indemnify and hold
harmless the Company and its Affiliates (and their respective directors, officers and employees), and the Committee, from and against any and all losses, claims, damages, liabilities and expenses based upon or arising out of the incorrectness or
alleged incorrectness of any representation made by Participant to the Company or any failure on the part of the Participant to perform any agreements contained herein. The Participant hereby further agrees to release and hold harmless the Company
and its Affiliates (and their respective directors, officers and employees) from and against any tax liability, including without limitation, interest and penalties, incurred by the Participant in connection with his or her participation in the
Plan. 

  
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 12. Changes in Shares. In the event of any change in the
Shares, as described in Section 4.04 of the Plan, the Committee, consistent with the principles set out in such Section, will make appropriate adjustment or substitution in the number of Performance Shares, so that the contingent economic value
of a Performance Share remains substantially the same. The Committee’s determination in this respect will be final and binding upon all parties. 
 13. Effect of Headings. The descriptive headings used in this Agreement are inserted for convenience and identification only and do not constitute a part of this Agreement for purposes of
interpretation. 
 14. Controlling Laws. Except to the extent superseded by the laws of the United
States, the laws of the State of Indiana, without reference to the choice of law principles thereof, shall be controlling in all matters relating to this Agreement. 

15. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which will
be deemed an original, but all of which collectively will constitute one and the same instrument. 
 16.
Recoupment/Clawback. Any grant of Performance Shares under this Agreement or any other award granted or paid to the Participant under the Company’s 2008 Incentive Compensation Plan, whether in the form of stock options, stock
appreciation rights, restricted stock, performance units, performance shares, stock or cash, is subject to recoupment or “clawback” by the Company in accordance with the Company’s Bonus Recoupment/Clawback Policy, as may be amended
from time to time. This Section, “Recoupment/Clawback,” shall survive termination of this Agreement. 

IN WITNESS WHEREOF, the Company, by its officer thereunder duly authorized, and the Participant, have caused this
Performance Share Award Agreement to be executed as of the day and year first above written. 
 PARTICIPANT 

 

							
	 Accepted by:
	    	 	    	Date:    	    	 
				
	 Printed Name:
	    	 	    		    	

  
 OLD NATIONAL BANCORP 

			
		
	By:	 	 
		 	 Kendra L. Vanzo

Executive Vice President—Chief Human Resources Officer
 Old National Bancorp


  
  

  
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 APPENDIX A TO 2012 PERFORMANCE AWARD AGREEMENT 

(Internal Performance Factors) 
 Grant Date: January 26, 2012 
 Performance Shares Awarded: See Section 3 of
the Agreement 
 Performance Period: January 1, 2012, through December 31, 2014 

Internal Factors for Determining Amount Payable Pursuant to Performance Award 

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

	 	•	 	 Earnings Per Share (EPS) Compound Annual Growth Rate (CAGR) 


 Definitions Related to Internal Performance Factors 

Earnings Per Share (EPS): Earnings Per Share is defined as GAAP EPS, as reported in the Company’s Form 10-K
for the fiscal year excluding, however, extraordinary items and non-recurring charges, both as determined under GAAP, recognized during the fiscal year ending December 31, 2011 (base period) and December 31, 2014 (ending period).

 Compound Annual Growth Rate (CAGR): The compound annual growth rate is the year- over-year growth rate
of EPS over a three year period of time. The compound annual growth rate is calculated by taking the nth root of the total percentage growth rate, where n is the number of years in the period being considered. The formula is as follows: 

CAGR = (ending period EPS/base period EPS)(1/# of years)—1 
 Performance Weighting Fraction 
 “Performance
Weighting Fraction” means the relative importance of each performance measure in evaluating performance and determining the number of Shares to be distributed (before any Dividend Adjustment or tax withholding) with respect to each Performance
Share. The following weight has been assigned to the performance factor: 
 EPS 

CAGR 

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

  
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 PERFORMANCE BASED RESTRICTED STOCK UNITS 

Peformance Period - 2012 to 2014 
 Performance Range Schedule 
  

				September 30,				September 30,				September 30,	
	 BaseLine = >
	    				 				 	$	0.76	  
	 Performance Weight = >
	    				 				 	 	100	% 
				
	 Performance Range
	    	EPS - Fully Diluted
(3yr CAGR)	 	 	Percentage of Target	 	 	Percent of Incentive
Earned	 
	 MAXIMUM
	    	 	10.00	% 	 	 	166.7	% 	 	 	200	% 
		    	 	9.73	% 	 	 	162.2	% 	 	 	193	% 
		    	 	9.47	% 	 	 	157.8	% 	 	 	187	% 
		    	 	9.20	% 	 	 	153.3	% 	 	 	180	% 
		    	 	8.93	% 	 	 	148.9	% 	 	 	173	% 
		    	 	8.67	% 	 	 	144.5	% 	 	 	167	% 
		    	 	8.40	% 	 	 	140.0	% 	 	 	160	% 
		    	 	8.13	% 	 	 	135.6	% 	 	 	153	% 
		    	 	7.87	% 	 	 	131.1	% 	 	 	147	% 
		    	 	7.60	% 	 	 	126.7	% 	 	 	140	% 
		    	 	7.33	% 	 	 	122.2	% 	 	 	133	% 
		    	 	7.07	% 	 	 	117.8	% 	 	 	127	% 
		    	 	6.80	% 	 	 	113.3	% 	 	 	120	% 
		    	 	6.53	% 	 	 	108.9	% 	 	 	113	% 
		    	 	6.27	% 	 	 	104.4	% 	 	 	107	% 
	 TARGET
	    	 	6.00	% 	 	 	100.0	% 	 	 	100	% 
		    	 	5.87	% 	 	 	97.8	% 	 	 	95	% 
		    	 	5.73	% 	 	 	95.6	% 	 	 	90	% 
		    	 	5.60	% 	 	 	93.3	% 	 	 	85	% 
		    	 	5.47	% 	 	 	91.1	% 	 	 	80	% 
		    	 	5.33	% 	 	 	88.9	% 	 	 	75	% 
		    	 	5.20	% 	 	 	86.7	% 	 	 	70	% 
		    	 	5.07	% 	 	 	84.4	% 	 	 	65	% 
		    	 	4.93	% 	 	 	82.2	% 	 	 	60	% 
		    	 	4.80	% 	 	 	80.0	% 	 	 	55	% 
		    	 	4.67	% 	 	 	77.8	% 	 	 	50	% 
		    	 	4.53	% 	 	 	75.6	% 	 	 	45	% 
		    	 	4.40	% 	 	 	73.3	% 	 	 	40	% 
		    	 	4.27	% 	 	 	71.1	% 	 	 	35	% 
		    	 	4.13	% 	 	 	68.9	% 	 	 	30	% 
	 MINIMUM
	    	 	4.00	% 	 	 	66.7	% 	 	 	25	% 

 The results for the Performance Factor will be reduced to the next lowest level, if the final
financial result does not equal one of the levels listed in the above schedule. 

  
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 Example: The following example shows the Unadjusted Share Distribution
on account of 1,000 Performance Shares, based on a ending period EPS of $1.00. 
 EPS—Base Period: $0.76 

EPS—Ending Period: $1.00 
 CAGR = (1.00/.76)(1/3) – 1 = .0957 or 9.57% 
  

				September 30,				September 30,	
	 	    	2012–2014
EPS 
CAGR	 	 	Total	 
	 Actual Results
	    	 	9.57	% 	 			
	 Performance Level (a)
	    	 	187	% 	 			
	 Factor Weight (b)
	    	 	100	% 	 			
	 Shares Issued With Respect to the Performance Shares (before Dividend Adjustment or Withholding)
	    				 	 	1,870	  

 Timing of Award Determination and Distribution 

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

 

  
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