Exhibit 10.2


 


January 13,
2009


 


Via Hand Delivery


 


[Senior
Executive Officer Name and Address]


 


Dear
[Senior Executive Officer],


 


MainSource
Financial Group, Inc. (the “Company”) anticipates entering into a
Securities Purchase Agreement (the “Investment Agreement”), with the United
States Department of Treasury (the “Treasury”) that provides for the Company’s
participation in the Treasury’s TARP Capital Purchase Program (the “CPP”).  If the Company does not participate or ceases
at any time to participate in the CPP, this letter shall be of no further force
and effect.


 


For
the Company to participate in the CPP and as a condition to the closing of the
investment contemplated by the Investment Agreement, the Company is required to
establish specified standards for incentive compensation to its senior
executive officers and to make changes to its compensation arrangements.  To comply with these requirements, and in
consideration of the benefits that you will receive as a result of the Company’s
participation in the CPP, you agree as follows:


 


1.                                       No Golden Parachute Payments.  The
Company is prohibiting any Golden Parachute Payment to you during any “CPP
Covered Period.”  A “CPP Covered Period”
is any period during which (A) you are a Senior Executive Officer and (B) the
Treasury holds an equity or debt position acquired from the Company in the CPP.


 


2.                                       Recovery of Bonus and Incentive Compensation.  Any
bonus and incentive compensation paid to you during a CPP Covered Period is
subject to recovery or “clawback” by the Company if the payments were based on
materially inaccurate financial statements or any other materially inaccurate
performance metric criteria.


 


3.                                       Compensation Program Amendments.  Each
of the Company’s compensation, bonus, incentive, deferred compensation and
other benefit plans, arrangements and agreements (including golden parachute,
severance, change in control and employment agreements) (collectively, “Benefit
Plans”) with respect to you is hereby amended to the extent necessary to give
effect to Provisions 1 and 2 above.  For
reference, certain affected Benefit Plans are set forth in Appendix A to
this letter.


 

















 


The
Company is also required to review its Benefit Plans to ensure that they do not
encourage Senior Executive Officers to take unnecessary and excessive risks
that threaten the value of the Company.  To
the extent any such review requires revisions to any Benefit Plan with respect
to you, you and the Company agree to negotiate such changes promptly and in
good faith so as to not encourage unnecessary and excessive risks.


 


The
letter shall be interpreted in light of the following definitions:


 


a.               “Senior Executive Officer” means the Company’s
“senior executive officers” as defined in subsection 111(b)(3) of the EESA.


 


b.              “Golden Parachute Payment” is used with same
meaning as in Section 111(b)(2)(C) of EESA.


 


c.               “EESA” means the Emergency Economic
Stabilization Act of 2008 as implemented by guidance or regulation issued by
the Department of the Treasury and as published in the Federal Register on October 20,
2008.


 


d.              The term “Closing Date” means the date the
transaction between the Company and the Treasury closes.


 


e.               The term “Company” includes any entities
treated as a single employer with the Company under 31 C.F.R. § 30.1(b) (as
in effect on the Closing Date).  You are
also delivering a Waiver pursuant to the Investment Agreement, and, as between
the Company and you, the term “employer” in that waiver will be deemed to mean
the Company as used in this letter.


 


f.                 The term “CPP Covered Period” shall be
limited by, and interpreted in a manner consistent with, 31 C.F.R. § 30.10 (as
in effect on the Closing Date).


 


Provisions
1 and 2 of this letter are intended to, and will be interpreted, administered
and construed to comply with Section 111 of the EESA (and, to the maximum
extent consistent with the preceding, to permit operation of the Benefit Plans
in accordance with their terms before giving effect to this letter).  To the extent not subject to federal law,
this letter will be governed by and construed in accordance with the laws of the
State of Indiana.  This letter may be
executed in two or more counterparts, each of which will be deemed to be an
original. A signature transmitted by facsimile will be deemed an original
signature.


 


* * * * * * * * * * * *


 


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The
Company’s Board of Directors appreciates the concessions you are making and
looks forward to your continued leadership during these financially turbulent
times.


 


 


	
   

  	
  Yours
  sincerely,

  
	
   

  	
   

  
	
   

  	
  MAINSOURCE FINANCIAL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Robert
  E. Hoptry, Chairman of the Board

  



 


 


Intending
to be legally bound, I agree with and accept the foregoing terms on the date
set forth below.


 


 


	
   

  	
   

  
	
  [Senior
  Executive Officer]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date

  	
   

  



 


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APPENDIX A

BENEFIT PLANS


 


1.               Performance-Based Incentive Bonus Plan


 


2.               2003 MainSource Financial Group, Inc.
Stock Option Plan


 


3.               MainSource Financial Group, Inc. 2007
Stock Incentive Plan


 


4.               [Senior Executive Officer] Change in Control Agreement


 


4