Exhibit 10.1


 


June 30, 2008


 


Archie M. Brown, Jr.


2570 Mansitique Lakes Drive


Lebanon, Ohio 45036


 


Dear
Archie:


 


This
letter confirms our revised employment offer (“Offer”) for the position of
President and Chief Executive Officer of MainSource Financial Group, Inc. (“MainSource”)
based in Greensburg, Indiana.  A start date will be determined based on your
earliest availability and approved by MainSource’s Board of Directors.


 


The
terms of the Offer are as follows:


 


	
  Date
  of Hire:

  	
   

  	
  To be determined

  
	
   

  	
   

  	
   

  
	
  Job
  Title:

  	
   

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  Board
  Status:

  	
   

  	
  Member
  of Board of Directors of MainSource

  
	
   

  	
   

  	
   

  
	
  Employment
  Term:

  	
   

  	
  At-will

  
	
   

  	
   

  	
   

  
	
  Base
  Salary:

  	
   

  	
  $315,000.00 annually

  
	
   

  	
   

  	
   

  
	
  Bonus:

  	
   

  	
  Participation in Executive Bonus Program (70% potential)
  prorated for the remainder of 2008

  
	
   

  	
   

  	
   

  
	
  Relocation:

  	
   

  	
  $25,000.00
  relocation benefit payable at time of relocation to a permanent residence
  within 25 miles of MainSource’s headquarters, preferably in a county within
  MainSource’s footprint (Decatur, Rush, Shelby or Franklin), including for payment of closing costs on
  sale or purchase of home, plus payment of up to 6% of the commissions on the
  sale of your current house. Relocation to a
  permanent residence is anticipated to occur by June 30, 2009, after
  which time the relocation benefit is no longer available. You must repay the
  relocation benefit if you do not complete 12 months of service with
  MainSource as a result of your voluntary separation. MainSource will provide
  a temporary housing allowance of up to $1,000.00 per month through the
  earlier of June 30, 2009 or your purchase of a permanent residence. The
  Board, in its discretion, may permit a good faith extension of this
  relocation benefit if you have made a bona fide effort to market and sell
  your house and it has not sold at or just below its appraised value by
  June 30, 2009.

  
	
   

  	
   

  	
   

  
	
  Car:

  	
   

  	
  $40,000.00 benefit plus the value of any trade-in provided
  by MainSource, as approved by the Compensation Committee of the Board, toward
  the purchase of an automobile of your choice, to be traded at more than
  60,000 miles. Usual and customary operating costs will be paid by MainSource.
  You will be responsible for income taxes on any personal use.

  



 

















 


	
  Stock Option:

  	
   

  	
  An incentive stock option to purchase 25,000 shares of
  MainSource’s stock will be granted to you at the fair market value of
  MainSource’s stock determined at the close of the market on the date you
  become a MainSource employee. The form of the stock option agreement is
  attached hereto.

  
	
   

  	
   

  	
   

  
	
  Other:

  	
   

  	
  Country Club membership fees will be paid subject to
  approval by the Board of Directors

  
	
   

  	
   

  	
   

  
	
  Review
  Schedule:

  	
   

  	
  Performance
  appraisals will be scheduled at 90 and 180 days and a salary review will be conducted by March 1, 2009.

  
	
   

  	
   

  	
   

  
	
  Benefits:

  	
   

  	
  Health &
  Dental insurance eligibility on the first day of the month which follows your
  initial 30 days of employment.

  
	
   

  	
   

  	
   

  
	
  Paid
  Time Off:

  	
   

  	
  316
  hours annually

  
	
   

  	
   

  	
   

  
	
  Change
  in Control

  	
   

  	
   

  
	
  Agreement:

  	
   

  	
  Standard
  Change in Control Agreement in the form attached hereto which generally
  provides for severance of 2.99 times your salary and bonus as well as
  continued health care coverage for a 12-month period following termination in
  the event you terminate employment for “good reason” or are terminated
  without “cause” following a “change in control.”

  



 


During
your first day of employment, you will need to complete benefits enrollment
forms.  Please bring your social security
card, your driver’s license, license plate number, social security numbers and
dates of birth for anyone you will be placing on our health insurance or
designating as a beneficiary, the name of your current health plan carrier and
effective date(s) of the coverage(s).


 


You
are eligible to make elective pre-tax deferrals into MainSource’s 401(k) and
employee stock ownership plan (“Plan”) beginning on your first payroll.  You also will be eligible to participate in MainSource’s match program after you have met
the eligibility requirements of completing one year and 1,000 hours of
service.  Our Plan offers participant
directed investment elections, daily valuation and voice and web response
systems.  Sales incentives and bonus
payments are disregarded for purposes of calculating the amount of MainSource’s
matching and profit sharing contributions. 
MainSource currently matches $.80 for every dollar you defer into the
Plan (up to maximum of 8% salary deferral) which match may be made in the form
of cash or stock.  The Plan will be
explained in detail during orientation and you will receive an enrollment
packet and Summary Plan Description at that time.  You also will receive an employee handbook
containing detailed information regarding all benefits and policies.


 


This Offer is contingent
upon you providing MainSource with a written acknowledgement, in a form
acceptable to MainSource, that your current employer, Integra Bank Corporation
(“Integra”), will not pursue either you or MainSource for violating any
non-competition obligations you may owe to Integra.  Further, this Offer as well as your
employment at MainSource are contingent upon you being able to perform your
duties at MainSource without violating any other restrictive covenant,
including but not limited to non-solicitation


 

















 


of Integra’s customers and
employees, non-interference with Integra’s contractors and vendors, and non-disclosure
of Integra’s trade secrets and other protected information, to which you are
obligated during the two (2) years after you terminate employment with
Integra.


 


This
Offer also is conditional upon a satisfactory security investigation.   Your signature below constitutes acceptance
of this Offer and the stated terms and conditions.  This Offer is conditioned upon your written
acceptance and the return of this Offer letter to Human Resources by July 3, 2008.


 


Archie,
we welcome you and Sharon into the MainSource family and look forward to
working with you at MainSource Financial Group!


 


Sincerely,


 


 


Robert
E. Hoptry


Board
Chairman and Chief Executive Officer


 


 


	
  /s/
  Robert E. Hoptry

  	
   

  	
  June 30,
  2008

  
	
  Signature

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  cc:
  Personnel File