EX-10.1






SEPARATION AND RELEASE AGREEMENT




This Separation and Release Agreement (“Agreement”) is entered into by and between INTEGRA
BANK CORPORATION (the “Company”) and ARCHIE M. BROWN, JR. (“Brown”).



Recitals




A. Brown has been employed with the Company in an executive capacity.



B. Brown and the Company are parties to that certain Restated Employment Agreement dated May
22, 2007 (the “Employment Agreement”).



C. Brown desires to resign his employment with the Company to accept employment as the Chief
Executive Officer and President (the “Position”) of MainSource Financial Group, Inc., Greensburg,
Indiana, or its affiliates (“MainSource”). Brown has requested that the Company waive certain of
its rights, and his obligations, under the non-competition covenant set forth in Section 9.1 of the
Employment Agreement so as to allow Brown to accept employment with MainSource.



D. Brown and the Company also desire to clarify Brown’s rights and obligations pursuant to the
non-solicitation covenants of the Employment Agreement, and in particular in Sections 9.2 through
9.6 of the Employment Agreement, so as to allow Brown to accept employment with MainSource and to
perform the duties of the Position or his duties as an executive officer of MainSource.



E. Brown is willing to release and waive all claims he may have against the Company Released
Parties (as defined below) and to provide certain other covenants and considerations contained in
this Agreement in exchange for the Company’s waiver of certain of its rights under Section 9.1 of
the Employment Agreement and other consideration as set forth in this Agreement.



F. The Company is willing to waive certain of its rights under Section 9.1 of the Employment
Agreement and to provide certain other consideration in exchange for Brown’s release and waiver of
all claims he may have against the Company Released Parties and the other covenants, promises and
considerations as set forth in this Agreement.



Agreement




In consideration of the foregoing recitals and the covenants and promises hereby provided, the
Company and Brown agree as follows:



1. Resignation of Employment. Brown and the Company agree that Brown has voluntarily resigned
and terminated his employment with the Company without Good Reason pursuant to Section 7.7 of the
Employment Agreement effective July 22, 2008 (the “Separation Date”). Brown hereby resigns from
his position of Executive Vice President—Commercial and Consumer Banking of the Company and from
any and all other positions he may hold with Company or any of its affiliates effective as of the
Separation Date.



2. Final Salary and Incentives. The Company will pay Brown his salary accrued through the
Separation Date on the Company’s first customary payroll date after the Separation Date. Brown
acknowledges that, except for the final salary payment, the Company has paid him all compensation,
including, without limitation, all salary and incentive compensation, to which he is entitled under
the Employment Agreement or otherwise in connection with his employment with the Company. Brown
acknowledges that he will not be entitled to any payment under the Company’s Annual Cash Incentive
Plan for 2008 and that any awards under the Company’s 2007 Equity Incentive Plan or any predecessor
plan that are not vested as of the Separation Date will be forfeited. Attachment A is a summary of
the terms of Brown’s outstanding equity awards that will be vested as of the Separation Date.
Brown acknowledges that any vested equity awards must be exercised no later than three (3) months
following the Separation Date.



3. Termination of Employee Benefits. Except for his rights under COBRA or as otherwise
provided by the terms of any applicable benefit plan or applicable law, Brown’s eligibility to
participate in, and/or his receipt of, all employee benefits and perquisites will terminate as of
the Separation Date.



4. Modification of Restrictive Covenants. Brown is subject to certain restrictive covenant
obligations pursuant to Sections 9.1 – 9.9 of the Employment Agreement. The Company and Brown
agree to modify such restrictive covenants as follows:




(a) The Company agrees to release Brown from, and to waive enforcement of, the
non-competition covenant set forth in Section 9.1 of the Employment Agreement so as to allow
Brown to accept employment with MainSource and work in the Position; provided, however, this
release/waiver is conditional and limited as follows: (i) this release/waiver applies only
to Section 9.1 of the Employment Agreement; and (ii) this release/waiver applies only to
Brown’s employment with MainSource, and if during the two (2) years following the Separation
Date, Brown’s employment with MainSource were to terminate or Brown were to become employed
with any entity other than MainSource (or its affiliates or successors), this release/waiver
would extinguish and Brown would again be subject to the non-competition covenant
obligations of Section 9.1 of the Employment Agreement.




(b) Sections 9.2, 9.3 and 9.5 are hereby amended such that the two-year post-employment
period contemplated in Sections 9.2, 9.3 and 9.5 of the Employment Agreement is extended to
a three-year period; accordingly, all of the restrictive covenants set forth in Sections
9.2, 9.3 and 9.5 of the Employment Agreement shall run for a period of three (3) years
following the Separation Date.



5. Clarification of Restrictive Covenants. The parties hereto acknowledge and agree that the
Company has not released Brown from the non-solicitation and non-inducement covenants set forth in
Sections 9.2, 9.3 and 9.5 of the Employment Agreement. Notwithstanding the foregoing, the parties
also acknowledge and agree that Brown’s acceptance of employment as an executive officer of
MainSource, and his performance of the usual and customary duties of the Position, will not violate
those non-solicitation and non-inducement covenants; provided, however, that (a) any actions that
Brown may take or direct with respect to providing or selling MainSource’s products and services
will be undertaken in the normal course of his employment in the Position and shall not involve any
direct or targeted efforts by Brown towards the Company’s customers; and (b) Brown shall not
specifically direct others at MainSource to contact any of the Company’s customers falling within
the provisions of Sections 9.2 and 9.3 of the Employment Agreement. Additionally, the Company and
Brown acknowledge and agree that to the extent an employee of the Company voluntarily leaves his or
her employment to seek alternative employment, MainSource will comply with the law in considering
such individual for employment and such compliance with the law will not constitute a violation of
Section 9.5 of the Employment Agreement.



6. Notification to MainSource. Prior to commencing employment with MainSource, Brown (a) will
notify MainSource in writing fully disclosing his non-disclosure and restrictive covenant
obligations under the Employment Agreement, as modified herein, and (b) will cause MainSource to
provide Integra with a written acknowledgement that it has received from Brown full disclosure of
his non-disclosure and restrictive covenant obligations under the Employment Agreement, as modified
herein. Such written notification by MainSource shall be directed to the Company as follows:
Integra Bank Corporation, Attention: Michael T. Vea, Chief Executive Officer, 21 S.E. Third
Street, Evansville, Indiana 47708.



7. Special Payment. The Company will make a special payment to Brown in the sum of One
Hundred Dollars ($100.00) (the “Special Payment”). The Special Payment, less all applicable
payroll withholdings, shall be made within thirty (30) days after this Agreement becomes effective.



8. General Release of Claims. To the fullest extent permitted by applicable laws, Brown
hereby generally, irrevocably and unconditionally releases and forever discharges and covenants not
to sue the Company and all of its affiliated entities and all of its and their current and/or
former employees, officers, directors, trustees, representatives, agents, attorneys, employee
benefit plans and their fiduciaries and administrators, and all persons acting by, through, or
under or in concert with any of them, both individually and in their representative capacities
(collectively, including without limitation the Company, the “Company Released Parties”) from any
and all claims, demands, liabilities, obligations, injuries, actions or rights of action of any
nature whatsoever, (including without limitation claims for damages, attorneys’ fees, interest and
costs), whether known or unknown, disclosed or undisclosed, administrative or judicial, suspected
or unsuspected, that exist as of the date Brown signs this Agreement, including, but not limited
to: (a) any claims based upon, arising out of or in any manner connected with Brown’s employment
with the Company, the separation of Brown’s employment with the Company, and/or the Employment
Agreement; (b) all claims arising under the Age Discrimination in Employment Act of 1967, as
amended (including the Older Workers Benefit Protection Act), 29 U.S.C. § 621 et seq. (the “Age
Act”); (c) all claims arising under all other federal, state and local laws; (d) all claims based
on contract, tort, common law or other theories of recovery; and (e) all claims based upon, arising
out of or in any manner connected with any acts, events or omissions occurring on or before the
date Brown signs this Agreement. Brown and the Company acknowledge that the foregoing
release/covenant not to sue is to be construed as broadly as possible, except the foregoing
release/covenant not to sue does not release or affect (i) any rights Brown may have with respect
to any vested benefits under any of the Company’s employee benefit or stock option plans, (ii) any
of Brown’s rights under this Agreement or (iii) any rights Brown may have for indemnification of
(or insurance coverage with respect to) any third-party claim relating to Brown’s service as an
officer and/or employee of the Company. Brown has been advised by the Company that this Agreement
does not prohibit Brown from filing an administrative charge against any of the Company Released
Parties with the United States Equal Employment Opportunity Commission (“EEOC”) relating to his
employment with the Company; provided, however, Brown waives and releases, to the fullest extent
permitted by law, any and all entitlement to any form of personal relief arising from such charge
or any legal action relating to such charge. Should the EEOC, any other administrative agency or
other person bring a complaint, charge or legal action on Brown’s behalf against any of the Company
Released Parties based on any acts, events or omissions occurring on or before the date Brown signs
this Agreement, Brown hereby waives any rights to, and will not accept, any remedy obtained through
the efforts of such agency or person.



9. Return of Company Property. Brown represents and covenants (a) that on or before the later
of the Separation Date or the date this Agreement becomes effective, he will return to the Company
all property belonging to the Company, including, but not limited to, keys, access cards, credit
cards, files, equipment, business plans, financial statements, computer disks or files, documents
and/or any such other Company property in Brown’s possession or custody or under Brown’s control,
and (b) that he will not retain copies of any of the Company’s files, documents or other property,
including, without limitation, any electronically-stored data or files.



10. No Corporate Compliance Issues. Brown affirms that he is not aware of any undisclosed or
unresolved corporate compliance issues arising under any federal, state or local law or regulation
involving the Company or any of its affiliates. Brown also affirms that he has not and will not
alter, destroy, remove, or inappropriately limit access by the Company to, any of the Company’s
records, documents or electronically-stored data.



11. No Severance Benefits. Brown acknowledges and agrees that, except as expressly provided
in this Agreement, he is not entitled to any severance payments or benefits from the Company under
any plan, program or contract.



12. Age Act Advisements. Brown acknowledges : (a) the Company has advised him that his
employment with the Company was covered by the Age Act, and that by signing this Agreement, Brown
is releasing and waiving all claims he has against the Company Released Parties, including, without
limitation, all claims under the Age Act as of the date Brown signs this Agreement; (b) the Company
has advised him to consult with an attorney prior to signing this Agreement; (c) the Company has
advised him that he has up to twenty-one (21) days to consider and accept this Agreement by signing
and returning this Agreement to the Company’s Chief Executive Officer; and (d) the Company has
advised him that for a period of seven (7) days following Brown’s signing of this Agreement, Brown
may revoke this Agreement by written notice to the Company’s Chief Executive Officer; this
Agreement will not become binding and enforceable until the seven-day revocation period has
expired, without Brown having exercised his revocation right. All notices to the Company hereunder
should be directed as follows: Michael T. Vea, Chief Executive Officer, Integra Bank Corporation,
21 S.E. Third Street, Evansville, Indiana 47708.



13. No Admission. This Agreement and the actions taken pursuant to this Agreement do not
constitute an admission by either party of any wrongdoing or liability, and each party expressly
denies any wrongdoing or liability.



14. Governing Law; Choice of Forum. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Indiana, without application of
conflict-of-law principles. The parties agree that any legal action relating to this Agreement
shall be commenced and maintained exclusively before any appropriate state court of record in
Vanderburgh County, Indiana, or the United States District Court for the Southern District of
Indiana, Evansville Division; further, the parties hereby irrevocably consent and submit to the
jurisdiction and venue of such courts and waive any right to challenge or object to personal
jurisdiction or venue in any action commenced or maintained in such courts relating to this
Agreement.



15. Successors and Assigns. The Company shall have the right to assign this Agreement, and
this Agreement shall inure to the benefit of, and may be enforced by, any and all successors and
assigns of the Company, including, without limitation, by asset assignment, merger, consolidation
or other corporate reorganization, and shall be binding on Brown. Brown shall not have the right
to assign this Agreement.



16. Entire Agreement. This Agreement constitutes the entire agreement of the parties with
respect to the subject matter addressed herein and supersedes any prior understandings,
negotiations or representations, oral or written, with respect to the subject matter addressed
herein; provided, however, this Agreement does not supersede or affect the Company’s continuing
rights, and Brown’s continuing obligations, under the Employment Agreement, including, without
limitation, Brown’s non-disclosure and restrictive covenant obligations (as modified herein) under
the Employment Agreement. Brown acknowledges that he is not relying on any representations,
statements, promises or inducements, whether oral or written, made by the Company, its
representatives or attorneys except as expressly stated in this Agreement.



17. Modification. This Agreement may not be amended, supplemented, or modified except by a
written document signed by both Brown and the Chief Executive Officer of the Company.



18. Severability. The provisions of this Agreement are severable, and the invalidity of any
one or more provisions shall not affect or limit the enforceability of the remaining provisions.
Should any covenant or provision be held unenforceable for any reason, then such covenant or
provision shall be enforced to the maximum extent permitted by law.



19. Construction. This Agreement is the result of negotiations between the parties, and
neither party shall be deemed to be the drafter of this Agreement. The language of this Agreement
shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or
against either party. This Agreement shall be interpreted and construed without any presumption
or inference based upon or against the party causing this Agreement to be drafted.



20. Counterparts. This Agreement may be executed in one or more counterparts (or upon
separate signature pages bound together into one or more counterparts), all of which taken together
shall constitute but one agreement. Signatures transmitted by facsimile or other electronic means
shall be effective the same as original signatures for execution of this Agreement.



21. Acknowledgement. Brown acknowledges that he has read this Agreement, that he has had
ample opportunity to consult with his own attorney concerning this Agreement, and that he is
knowingly and voluntarily entering into this Agreement.



IN WITNESS WHEREOF, the Company and Brown have executed this Agreement on the dates indicated
below, intending it to become effective as set forth above.



	 	 	 
	ARCHIE M. BROWN, JR.	 	INTEGRA BANK CORPORATION
	/s/ ARCHIE M. BROWN, JR.

	 	By: /s/ MICHAEL T. VEA
	 

	 	 
	Archie M. Brown, Jr.

	 	Michael T. Vea

Chief Executive Officer
	Date: July 22, 2008

	 	Date: July 22, 2008






1




Attachment A




EQUITY AWARDS VESTED AS OF SEPARATION DATE





	 	 	Stock Options





	 	 	 	 	 	 	 	 	 
	 	 	Number of	 	 
	Grant Date	 	Vested Options	 	Exercise Price
	03/12/01

	 	 	25,000	 	 	$	23.38	 
	05/01/01

	 	 	5,000	 	 	$	23.25	 
	03/20/02

	 	 	15,000	 	 	$	19.69	 
	06/18/03

	 	 	16,432	 	 	$	17.00	 
	05/19/04

	 	 	14,732	 	 	$	20.42	 
	05/10/05

	 	 	11,363	 	 	$	21.66	 
	05/08/06

	 	 	9,000	 	 	$	22.90	 







	 	 	Stock Appreciation Rights





	 	 	 	 	 	 	 	 	 
	 	 	Number of
	Grant Date	 	Vested SARs	 	Base Price
	05/22/07

	 	 	3,833	 	 	$	23.30	 







	 	 	Restricted Stock






	 	 	 	None






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