(c) Past performance of the Employee; and(d) The contribution which the Employee makes to the business and profits of the Bankduring the term of this Agreement.3. Bonuses. The Employee shall participate in any year end bonus granted to other employees by theBoard. The Employee shall further participate in an equitable manner with all other seniormanagement employees of the Bank in any discretionary bonuses that the Board may award from time totime to the Bank’s senior management employees. No other compensation provided for in thisAgreement shall be deemed a substitute for the Employee’s right to participate in suchdiscretionary bonuses.4. Benefits.(a) Participation in Retirement, Medical and Other Benefit Plans. During theterm of this Agreement, the Employee shall be eligible to participate in the followingbenefit plans; group hospitalization, disability, health, dental, sick leave, retirement,supplemental retirement, pension, 401(k), employee stock ownership plan, and all otherpresent or future qualified and/or nonqualified plans provided by the Bank generally, or toexecutive officers of the Bank, which benefits, taken as a whole, must be at least asfavorable as those in effect on the Effective Date, unless the continued operation of suchplans or changes in the accounting, legal or tax treatment of such plans would adverselyaffect the Bank’s operating results or financial condition in a material way, and the Boardconcludes that modifications to such plans are necessary to avoid such adverse effects andsuch modifications apply consistently to all employees of the Bank participating in theaffected plans. In addition, the Employee shall be eligible to participate in any fringebenefits which are or may become available to the Bank’s senior management employees,including, for example, any stock option or incentive compensation (including, but notlimited to the First Financial Corporation 2001 Long-Term Incentive Plan and 2005 Long-TermIncentive Plan (“LTIP”)) or performance-based plans, any insurance programs (including, butnot limited to, any group and executive life insurance programs), and any other benefitswhich are commensurate with the responsibilities and functions to be performed by theEmployee under this Agreement. All the employee benefits referenced in this subsection 4(a)are collectively referred to hereinafter as “Employee Benefits.”(b) Benefits After Retirement. Upon retirement of the Employee during the termof this Agreement, the Bank agrees to continue, at no greater cost to Employee than isgenerally allocated to all employees, full coverage for the Employee, his spouse and hischildren living in his household under the health, life and disability plans as adopted bythe Bank which shall be no less favorable than those in effect on the Effective Date of thisAgreement. The Bank agrees to continue such health coverage until both the Employee and hisspouse are eligible for coverage by Medicare. When both the Employee and his spouse becomeeligible for Medicare coverage, the Bank agrees to pay for supplemental coverage for boththe Employee and his spouse until the death of the Employee and his spouse. The Employeeshall be entitled to a life insurance policy
 
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on his life in the maximum amount establishedby the group life insurance plan from time to time which amount shall be no less than thelimit on the Effective Date of three times his annual salary (subject to a $350,000maximum), provided at the Bank’s cost. The Employee shall also be entitled to a lifeinsurance policy on his life in the amount established by the Bank’s insurance program forexecutive officers from time to time. The Bank shall continue to pay to the Employee theannual premiums, which are required to keep the life insurance policy in force, on behalf ofthe Employee pursuant to the Bank’s insurance program for executive officers.(c) Expenses and Membership. The Employee shall be reimbursed for allreasonable out-of-pocket business expenses which he shall incur in connection with hisservices under this Agreement, upon substantiation of such expenses in accordance with thepolicies of the Bank. In addition, the Employee shall be reimbursed for all reasonableout-of-pocket expenses incurred by him to satisfy his continuing legal educationrequirements for his license to practice law in the State of Indiana. So long as theEmployee is employed by the Bank pursuant to this Agreement, the Employee shall be entitledto continue his memberships in the American, Indiana and Terre Haute Bar Associations, theAmerican Association for Justice and the Indiana Trial Lawyers Association and the CountryClub of Terre Haute, and Bank shall continue to pay or reimburse the Employee for the duesand assessments for such memberships.(d) Automobile. So long as the Employee is employed by the Bank pursuant tothis Agreement, the Employee shall be entitled to continue to use a Bank-owned automobile ofcommensurate quality and value as that presently used by him on the same terms andconditions in effect with respect to such use on the Effective Date of this Agreement. TheBank shall provide and pay the premiums for full insurance coverage on the automobile. Suchinsurance coverage shall be no less than the coverage provided on the Effective Date of thisAgreement. The Bank shall also pay for the cost of maintenance and repair of theautomobile. All benefits referenced in this subsection 4(d) are collectively referred tohereinafter as “Automobile Benefits.”(e) Vacation, Sick Leave and Disability. The Employee shall be entitled to 30days vacation annually and shall be entitled to the same sick leave and disability leave asother employees of the Bank.The Employee shall not receive any additional compensation from the Bank on account ofhis failure to take a vacation or sick leave, and the Employee shall not accumulate unusedvacation or sick leave from one fiscal year to the next, except in either case to the extentauthorized by the Board or permitted for other employees of the Bank.In addition to the aforesaid paid vacations, the Employee shall be entitled, withoutloss of pay, to absent himself voluntarily from the performance of his employment with theBank for such additional periods of time and for such valid and legitimate reasons as theBoard may in its discretion determine and to attend the continuing legal education seminarscontemplated by subsection 4(c) hereof. Further, the Board may grant to the Employee aleave or leaves of absence, with or without pay, at such time or times and upon such termsand conditions as such Board in its discretion may determine.
 
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(f) Other Policies. All other matters relating to the employment of theEmployee by the Bank not specifically addressed in this Agreement shall be subject to thegeneral policies regarding employees of the Bank as in effect from time to time.5. Term of Employment. The Bank hereby employs the Employee, and the Employee hereby accepts such employment underthe terms of this Agreement, for the period commencing on the Effective Date and ending sixtymonths thereafter (or such earlier date as is determined in accordance with Section 8).Additionally, on each annual anniversary date from the Effective Date, the Employee’s term ofemployment shall be extended for an additional one-year period beyond the then effective expirationdate, provided the Board determines in a duly adopted resolution that this Agreement shall beextended. Only those members of the Board who have no personal interest in this Agreement shalldiscuss and vote on the approval, subsequent review and extension of this Agreement. The initialterm of this Agreement and all extensions thereof are hereinafter referred to individually andcollectively as the “Term.”6. Covenants.(a) Loyalty.(i) During the period of his employment hereunder and except for illnesses,reasonable vacation periods, and reasonable leaves of absence, the Employee shalldevote all of his full business time, attention, skill and efforts to the faithfulperformance of his duties hereunder; provided, however, from time to time, theEmployee may serve on the Boards of Directors of, and hold any other offices orpositions in, companies or organizations, and may perform legal services eitherdirectly or as a result of an of counsel or analogous position with a law firm forclients which will not present any conflict of interest with the Bank or any of itssubsidiaries or affiliates, or unfavorably affect the performance of Employee’sduties pursuant to this Agreement, or will not violate any applicable statute orregulation. “Full business time” is hereby defined as that amount of time usuallydevoted to like companies by similarly situated executive officers. During the termof his employment under this Agreement, the Employee shall not engage in anybusiness or activity contrary to the business affairs or interests of the Bank, orbe gainfully employed in any other position or job other than as provided above.(ii) Nothing contained in this Section shall be deemed to prevent or limit theEmployee’s right to invest in the capital stock or other securities of any businessdissimilar from that of the Bank, or, solely as a passive or minority investor, inany business.
 
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(b) Nonsolicitation. The Employee hereby understands and acknowledges that, byvirtue of his position with the Bank, he will have advantageous familiarity and personalcontacts with the Bank’s customers, wherever located, and the business, operations andaffairs of the Bank. Accordingly, while the Employee is employed by the Bank and for aperiod of one year after termination of the Employee’s employment with the Bank for anyreason (whether with or without cause or whether by the Bank or the Employee) or theexpiration of the Term, the Employee shall not, directly or indirectly, or individually orjointly, (i) solicit any non-legal business of any party which is a customer of the Bank atthe time of such termination or any party which was a customer of the Bank during the oneyear period immediately preceding such termination, (ii) request or advise any customers orsuppliers of the Bank to terminate, reduce, limit or change their business or relationshipwith the Bank, or (iii) induce, request or attempt to influence any employee of the Bank toterminate his employment with the Bank, unless such actions are taken in connection withEmployee engaging in the practice of law.For purposes of this Agreement, the term “solicit” means any direct or indirectcommunication of any kind whatsoever, regardless of by whom initiated, which encourages orrequests any person or entity, in any manner, to cease doing business with the Bank.(c) Noncompetition. During the period of his employment hereunder, and for aperiod of two years following the termination hereof, the Employee shall not, directly orindirectly:(i) As owner, officer, director, stockholder, investor, proprietor, organizeror otherwise, engage in the same trade or business as the Bank, as conducted on thedate hereof, which would conflict with the interests of the Bank or in a trade orbusiness competitive with that of the Bank, which would conflict with the interestsof the Bank, as conducted on the date hereof; or(ii) Offer or provide employment (whether such employment is with the Employeeor any other business or enterprise), either on a full-time or part-time orconsulting basis, to any person who then currently is, or who within one (1) yearprior to such offer or provision of employment has been, a management-level employeeof the Bank. This subsection 6(c)(ii) shall only apply in the event the Employeevoluntarily terminates his employment with the Bank.The restrictions contained in this paragraph upon the activities of the Employeefollowing termination of employment shall be limited to the following geographic areas(hereinafter referred to as “Restricted Geographical Area”):(1) Terre Haute, Indiana; and(2) The thirty mile radius of Terre Haute, Indiana.Nothing contained in this Section 6 shall prevent or restrict the Employee fromengaging in the practice of law, including within the Restricted Geographical Area. Inaddition, nothing contained in this subsection shall prevent or limit the Employee’s rightto invest in the capital stock or other securities of any business dissimilar from that ofthe Bank, or, solely as a passive or minority investor, in any business.
 
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If the Employee does not comply with the provisions of this Section, the two yearperiod of non-competition provided herein shall be tolled and deemed not to run during anyperiod(s) of noncompliance, the intention of the parties being to provide two full years ofnon-competition by the Employee after the termination or expiration of this Agreement.(d) Nondisclosure. The term “Confidential Information” as used herein shallmean any and all customer lists, computer hardware, software and related material, tradesecrets (as defined in I.C. 24-2-3-2), know-how, skills, knowledge, ideas, knowledge ofcustomer’s commercial requirements, pricing methods, sales and marketing techniques, dealerrelationships and agreements, financial information, intellectual property, codes, research,development, research and development programs, processes, documentation, or devices used inor pertaining to the Bank’s business (i) which relate in any way to the Bank’s business,products or processes; or (ii) which are discovered, conceived, developed or reduced topractice by the Employee, either alone or with others either during the Term, at the Bank’sexpense, or on the Bank’s premises.(i) During the course of his services hereunder the Employee may becomeknowledgeable about, or become in possession of, Confidential Information. If suchConfidential Information were to be divulged or become known to any competitor ofthe Bank or to any other person outside the employ of the Bank, or if the Employeewere to consent to be employed by any competitor of the Bank or to engage incompetition with the Bank, the Bank would be irreparably harmed. In addition, theEmployee has or may develop relationships with the Bank’s customers which could beused to solicit the business of such customers away from the Bank. The Bank and theEmployee have entered into this Agreement to guard against such potential harm.(ii) The Employee shall not, directly or indirectly, use any ConfidentialInformation for any purpose other than the benefit of the Bank or communicate,deliver, exhibit or provide any Confidential Information to any person, firm,partnership, corporation, organization or entity, except as required in the normalcourse of the Employee’s service as a consultant or as an employee of the Bank. Thecovenant contained in this subsection shall be binding upon the Employee during theTerm and following the termination hereof until either (i) such ConfidentialInformation becomes obsolete; or (ii) such Confidential Information becomesgenerally known in the Bank’s trade or industry by means other than a breach of thiscovenant.(iii) The Employee agrees that all Confidential Information and all records,documents and materials relating to such Confidential Information, shall be andremain the sole and exclusive property of the Bank.
 
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(e) Remedies. The Employee agrees that the Bank will suffer irreparabledamage and injury and will not have an adequate remedy at law in the event of any breach bythe Employee of any provision of this Section. Accordingly, in the event the Bank seeks,under law or in equity, a temporary restraining order, permanent injunction or a decree ofspecific performance of the provisions of this Section, no bond or other security shall berequired. The Bank shall be entitled to recover from the Employee, reasonable attorneys’fees and expenses incurred in any action wherein the Bank successfully enforces any of theprovisions of this Section against the breach or threatened breach of those provisions bythe Employee. The remedies described in this Section are not exclusive and are in additionto all other remedies the Bank may have at law, in equity, or otherwise.(i) The Employee and the Bank acknowledge and agree that in the event oftermination of the Employee’s employment for any reason whatsoever, the Employee canobtain other engagements or employment of a kind and nature similar to thatcontemplated herein outside the Restricted Geographical Area and that the issuanceof an injunction to enforce the provisions of this Section will not prevent him fromearning a livelihood.(ii) The covenants on the part of the Employee contained in this Section areessential terms and conditions to the Bank entering into this Agreement, and shallbe construed as independent of any other provision in this Agreement.(f) Surrender of Records. Upon termination of the Employee’s employment forany reason, the Employee shall immediately surrender to the Bank any and all computerhardware, software and related materials, records, notes, documents, forms, manuals,photographs, instructions, lists, drawings, blueprints, programs, diagrams or other writtenor printed material (including any and all copies made at any time whatsoever) in hispossession or control which pertain to the business of the Bank or its affiliates includingany Confidential Information in the Employee’s personal notes, address books, calendars,rolodexes, personal data assistants, etc.7. Standards. The Employee shall perform his duties under this Agreement in accordance with suchreasonable standards as the Board may establish from time to time. The Bank will provide theEmployee with the working facilities and staff commensurate with his position or positions andnecessary or advisable for him to perform his duties.8. Termination and Termination Pay. Subject to Section 10 hereof, the Employee’s employment hereunder may be terminated underthe following circumstances:(a) Death. The Employee’s employment shall terminate upon his death during theTerm of this Agreement, in which event the Employee’s estate or designated beneficiariesshall be entitled to receive the base salary, bonuses, vested rights, and Employee Benefitsdue the Employee through the last day of the calendar month in which his death occurred.Any benefits payable under insurance, health, retirement, bonus, incentive (including, butnot limited to, the LTIP), performance or other plans as a result of the Employee’sparticipation in such plans through such date shall be paid when and as due under thoseplans.
 
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(b) Disability.(i) The Bank may terminate the Employee’s employment, as a result of theEmployee’s Disability, in a manner consistent with the Bank’s and the Employee’srights and obligations under the Americans with Disabilities Act or other applicablestate and federal laws concerning disability. For the purpose of this Agreement,“Disability” means the Employee is:(1) Unable to engage in any substantial gainful activity by reason ofany medically determinable physical or mental impairment which can beexpected to result in death or can be expected to last for a continuousperiod of not less than 12 months, or(2) By reason of any medically determinable physical or mentalimpairment which can be expected to result in death or can be expected tolast for a continuous period of not less than 12 months, receiving incomereplacement benefits for a period of not less than three months under anaccident and health plan covering employees of the Employer.(ii) During any period that the Employee shall receive disability benefits andto the extent that the Employee shall be physically and mentally able to do so, heshall furnish such information, assistance and documents so as to assist in thecontinued ongoing business of the Bank.(iii) In the event of Employee’s termination of employment by the Bank due toDisability, the Employee shall be entitled to receive the base salary, bonuses,vested rights, and Employee Benefits due the Employee through his date oftermination. Any benefits payable under insurance, health, retirement, bonus,incentive (including, but not limited to, the LTIP), performance or other plans as aresult of Employee’s participation in such plans through such date of terminationshall be paid when and as due under those plans.(c) Just Cause. The Board may, by written notice to the Employee, immediatelyterminate his employment at any time, for Just Cause. The Employee shall have no right toreceive any base salary, bonuses or other Employee Benefits, except as provided by law,whatsoever for any period after his termination for Just Cause. However, the vested rightsof the Employee as of his date of termination shall not be affected. Any benefits payableunder insurance, health, retirement, bonus, incentive (including, but not limited to, theLTIP), performance or other plans as a result of Employee’s participation in such plansthrough such date of termination shall be paid when and as due under those plans.Termination for “Just Cause” shall mean termination because of:
 
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(i) An intentional act of fraud, embezzlement, theft, or personal dishonesty;willful misconduct, or breach of fiduciary duty involving personal profit by theEmployee in the course of his employment or director service. No act or failure toact shall be deemed to have been intentional or willful if it was due primarily toan error in judgment or negligence. An act or failure to act shall be consideredintentional or willful if it is not in good faith and if it is without a reasonablebelief that the action or failure to act is in the best interest of the Bank;(ii) Intentional wrongful damage by the Employee to the business or property ofthe Bank, causing material harm to the Bank;(iii) Breach by the Employee of any confidentiality or non-disclosure agreementin effect from time to time with the Bank;(iv) Gross negligence or insubordination by the Employee in the performance ofhis duties; or(v) Removal or permanent prohibition of the Employee from participating in theconduct of Bank’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of theFederal Deposit Insurance Act, 12 USC 1818(e)(4) and (g)(1).Notwithstanding the foregoing, in the event of termination for Just Cause there shallbe delivered to the Employee a copy of a resolution duly adopted by the affirmative vote ofnot less than a majority of the entire membership of the Board at a meeting of the Boardcalled and held for that purpose (after reasonable notice to the Employee and an opportunityfor the Employee, together with the Employee’s counsel, to be heard before the Board), suchmeeting and the opportunity to be heard to be held prior to, or as soon as reasonablypracticable following, termination, but in no event later than 60 days following suchtermination, finding that in the good faith opinion of the Board the Employee was guilty ofconduct constituting Just Cause and specifying the particulars thereof in detail. If,following such meeting, the Employee is reinstated, he shall be entitled to receive the basesalary, bonuses, all Employee Benefits, and all other fringe benefits provided for underthis Agreement for the period following termination and continuing through reinstatement asthough he was never terminated.(d) Without Just Cause. The Board may, by written notice to the Employee,immediately terminate his employment at any time for a reason other than Just Cause, inwhich event the Employee shall be entitled to receive the following compensation andbenefits (unless such termination occurs within the time period set forth in subsection10(a) hereof, in which event the benefits and compensation provided for in Section 10 shallapply):(i) The base salary provided pursuant to Section 2 hereof as in effect on thedate of termination, through the Expiration Date of this Agreement as determinedpursuant to Section 5 hereof (including any renewal or extension of this Agreement)(the “Expiration Date”);
 
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(ii) An amount equal to the bonuses received by or payable to the Employee inthe calendar year prior to the calendar year in which the Employee is terminated,for each year remaining through the Expiration Date; and(iii) Cash reimbursement to the Employee in an amount equal to the cost to theEmployee (demonstrated by submission to the Bank of invoices, bills, or other proofof payment by the Employee) of (A) all health insurance premiums for the Employee,his spouse and child living in the Employee’s household and Medicare supplementinsurance, and life insurance (all as described in subsection 4(b)); (B) all otherEmployee Benefits (all as defined in subsection 4(a) excluding payments under theLTIP which will be made in accordance with the terms and conditions of the LTIP);and (C) professional and club dues, the cost of Employee’s continuing legaleducation requirements (as described in subsection 4(c)), all Automobile Benefits(as defined in subsection 4(d)) and other benefits which the Employee wouldotherwise have been eligible to participate in or receive, through the ExpirationDate, based upon the benefit levels substantially equal to those that the Bankprovided for the Employee at the date of the Employee’s termination of employment.The Employee shall also be entitled to receive an amount necessary to provide anycash payments received under this subsection 8(d)(iii) net of all income and payrolltaxes that would not have been payable by the Employee had he continuedparticipation in the benefit plan or program instead of receiving cashreimbursement.Notwithstanding the foregoing, but only to the extent required under federal bankinglaw, the amount payable under subsection 8(d) shall be reduced to the extent that on thedate of the Employee’s termination of employment, the present value of the benefits payableunder subsections 8(d)(i), (ii) and (iii) exceed any limitation on severance benefits thatis imposed by the Office of the Comptroller of the Currency (the “OCC”) on such benefits.All amounts payable to the Employee under subsections 8(d)(i) and (ii) shall be paid inone lump sum within ten days of such termination. All amounts payable to the Employee undersubsection 8(d)(iii) shall be paid on the first day of each month following the Employee’stermination of employment, in an amount equal to the total reimbursable amount (demonstratedby invoices, bills or other proof of payment submitted by the Employee). Such amounts mustbe submitted for reimbursement no later than the earlier of (i) six months after the datesuch amounts are paid by the Employee; or (ii) March 15th of the year following the year inwhich the Employee paid the amount.(e) Voluntary for Good Reason. The Employee may voluntarily terminate hisemployment under this Agreement for Good Reason, and the Employee shall thereupon beentitled to receive the same amount payable under subsections 8(d) (i) and (ii) hereof,within 30 days following his date of termination and under subsection 8(d)(iii) as providedin subsection 8(d). For purposes of this Agreement, “Good Reason” means the occurrence ofany of the following events, which has not been consented to in advance by the Employee inwriting (unless such voluntary termination occurs within the time period set forth insubsection 10(b) hereof, in which event the benefits and compensation provided for inSection 10 shall apply):(i) The requirement that the Employee move his personal residence;(ii) A reduction of ten percent or more in the Employee’s base salary, unlesspart of an institution-wide reduction and similar to the reduction in the basesalary of all other executive officers of the Bank;
 
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(iii) The removal of the Employee from participation in any incentivecompensation (including, but not limited to, the LTIP) or performance-basedcompensation plans or bonus plans unless the Bank terminates participation in theplan or plans with respect to all other executive officers of the Bank;(iv) The failure by the Bank to continue to provide the Employee with the basesalary, bonuses or benefits provided for under subsections 4(a), (c), (d) and (e) ofthis Agreement, as the same may be increased from time to time, or with benefitssubstantially similar to those provided to him under those Sections or under anybenefit plan or program in which the Employee now or hereafter becomes eligible toparticipate, or the taking of any action by the Bank which would directly orindirectly reduce any such benefits or deprive the Employee of any such benefitenjoyed by him, unless part of an institution-wide reduction and applied similarlyto all other executive officers of the Bank:(v) The assignment to the Employee of duties and responsibilities materiallydifferent from those normally associated with his position as referenced in Section1;(vi) A failure to elect or re-elect the Employee to the Board or a failure onthe part of First Financial Corporation to honor its obligation to nominate Employeeto the Board of Directors of First Financial Corporation;(vii) A material diminution or reduction in the Employee’s responsibilities orauthority (including reporting responsibilities) in connection with his employmentwith the Bank; or(viii) A material reduction in the secretarial or administrative support of theEmployee.Notwithstanding the foregoing, but only to the extent required under federal banking law, theamount payable under this subsection shall be reduced to the extent that on the date of theEmployee’s termination of employment, the present value of the benefits payable under subsections8(d)(i), (ii) and (iii) exceed any limitation on severance benefits that is imposed by the OCC onsuch benefits.
 
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(f) Voluntary Termination by Employee. Subject to subsection 4(b) and Section10, the Employee may voluntarily terminate employment with the Bank during the term of thisAgreement, upon at least 90 days’ prior written notice to the Board of Directors, in whichcase the Employee shall receive only his base salary, bonuses, vested rights and benefits upto the date of his termination, such benefits to be paid when and as due under those plans(unless such termination occurs pursuant to subsection 10(b) hereof, in which event thebenefits, bonuses and base salary provided for in subsection 10(a) shall apply).(g) Termination or Suspension Under Federal Law.(i) If the Employee is removed and/or permanently prohibited from participatingin the conduct of the Bank’s affairs by an order issued under Sections 8(e)(4) or8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and(g)(1)), all obligations of the Bank under this Agreement shall terminate, as of theeffective date of the order, but vested rights of the Employee shall not beaffected.(ii) If the Bank is in default (as defined in Section 3(x)(1) of the FDIA), allobligations under this Agreement shall terminate as of the date of default; but thevested rights of the Employee shall not be affected.(iii) All obligations under this Agreement shall terminate, except to theextent it is determined that the continuation of this Agreement is necessary for thecontinued operation of the Bank; (A) by the OCC or its designee, at the time thatthe Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement toprovide assistance to or on behalf of the Bank under the authority contained inSection 13(c) of FDIA; or (B) by the OCC, or its designee, at the time that the OCCor its designee approves a supervisory merger to resolve problems related tooperation of the Bank or when the Bank is determined by the OCC to be in an unsafeor unsound condition. Such action shall not affect any vested rights of theEmployee.(iv) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA suspendsand/or temporarily prohibits the Employee from participating in the conduct of theBank’s affairs, the Bank’s obligations under this Agreement shall be suspended as ofthe date of such service, unless stayed by appropriate proceedings. However, thevested rights of the Employee as of the date of suspension will not be affected. Ifthe charges in the notice are dismissed, the Bank may in its discretion (A) pay theEmployee all or part of the compensation withheld while its contract obligationswere suspended, and (B) reinstate (in whole or in part) any of its obligations whichwere suspended.
 
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(h) Separation from Service. If the Employee qualifies as a Key Employee (asdefined in subsection 8(h)(i)) at the time of his Separation from Service (as defined insubsection 8(h)(ii)), the Bank may not make a payment pursuant to subsections 8(d)(disregarding subsection 8(d)(iii)(A)) and 8(e) and Section 10 (disregarding subsection10(a)(1)(ii)(B)) earlier than six months following the date of the Employee’s Separationfrom Service (or, if earlier, the date of the Employee’s death). Payments to which the KeyEmployee would otherwise be entitled during the first six months following the date of hisSeparation from Service will be accumulated and paid to the Employee on the first day of theseventh month following the Employee’s Separation from Service.(i) Key Employee means an employee who is:(1) An officer of the Bank or First Financial Corporation having annualcompensation greater than $140,000;(2) A five percent owner of the Bank or First Financial Corporation; or(3) A one percent owner of the Bank or First Financial Corporationhaving an annual compensation from the employer of more than $150,000.The $140,000 amount in subsection 8(h)(i)(1) will be adjusted at the sametime and in the same manner as under Code Section 415(d), except that thebase period shall be the calendar quarter beginning July 1, 2001, and anyincrease under this sentence which is not a multiple of $5,000 shall berounded to the next lower multiple of $5,000.(ii) Separation from Service means the date on which the Employee dies, retiresor otherwise experiences a Termination of Employment with the Bank. Provided,however, a Separation from Service does not occur if the Employee is on militaryleave, sick leave or other bona fide leave of absence if the period of such leavedoes not exceed six months, or if longer, so long as the Employee retains a right toreemployment with the Bank under an applicable statute or by contract. For purposesof this subsection 8(h)(ii), a leave of absence constitutes a bona fide leave ofabsence only if there is a reasonable expectation that the Employee will return toperform services for the Bank or First Financial Corporation. If the period ofleave exceeds six months and the Employee does not retain the right to reemploymentunder an applicable statute or by contract, the employment relationship is deemed toterminate on the first date immediately following such six-month period.Notwithstanding the foregoing, where a leave of absence is due to any medicallydeterminable physical or mental impairment that can be expected to result in deathor can be expected to last for a continuous period of not less than six months,where such impairment causes the Employee to be unable to perform the duties of hisposition of employment or any substantially similar position of employment, a29-month period of absence may be substituted for such six-month period. TheEmployee shall incur a “Termination of Employment” for purposes of this subsection8(h)(ii) when a termination of employment has occurred under Treasury Regulation1.409A-1(h)(ii).
 
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9. No Mitigation. The Employee shall not be required to mitigate the amount of any payment provided for inthis Agreement by seeking other employment or otherwise and no such payment shall be offset orreduced by the amount of any compensation or benefits provided to the Employee in any subsequentemployment.10. Change in Control.(a) Change in Control; Involuntary Termination.(1) Notwithstanding any provision herein to the contrary, if the Employee’semployment under this Agreement is terminated by the Bank, without the Employee’sprior written consent and for a reason other than Just Cause, in connection with orwithin 12 months after a Change in Control, as defined in subsection 10(a)(4), theEmployee shall be paid the greater of:(i) The total amount payable under subsection 8(d); or(ii) The product of 2.99 times the sum of: (A) his base salary ineffect as of the date of the Change in Control; (B) an amount equal to thebonuses received by or payable to the Employee in the calendar year prior tothe year in which the Change in Control occurs; and (C) cash reimbursementto the Employee in an amount equal to the cost to the Employee (demonstratedby submission to the Bank of invoices, bills or other proof of payment bythe Employee) of obtaining all Employee Benefits (all as defined insubsection 4(a) excluding payments under the LTIP which will be made inaccordance with the terms and conditions of the LTIP), health insurancepremiums for the Employee, his spouse and child living in the Employee’shousehold, Medicare supplement insurance, life insurance (all as describedin subsection 4(b)), professional and club dues, the cost of Employee’scontinuing legal education requirements (all as described in subsection4(c)), all Automobile Benefits (as defined in subsection 4(d)) and otherbenefits which the Employee would otherwise have been eligible toparticipate in or receive, through the Expiration Date, based upon thebenefit levels substantially equal to those that the Bank provided for theEmployee at the date of the Employee’s termination of employment. TheEmployee shall also be entitled to receive an amount necessary to provideany cash payments received under this subsection 10(a)(ii) net of all incomeand payroll taxes that would not have been payable by the Employee had hecontinued participation in the benefit plan or program instead of receivingcash reimbursement.(2) To the extent payments received based on the Employee’s termination ofemployment in connection with a Change in Control, or within 12 months after aChange in Control are considered “excess parachute payments” pursuant to the CodeSection 280G, the provisions of “Internal Revenue Code Section 280G Gross-Up” belowshall apply.
 
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(3) Internal Revenue Code Section 280G Gross-Up.(i) Additional Payment to Account for Excise Taxes. If, as aresult of a termination of employment in connection with a Change inControl, or with 12 months after a Change in Control, the Employee becomesentitled to the amount payable under subsection 10(a), or under any otherbenefit, compensation, or incentive plan (including, but not limited to, theLTIP) or arrangement of or with the Bank or First Financial Corporation(collectively, the “Total Benefits”), and if any part of the TotalBenefits is subject to the Excise Tax under Code Sections 280G and 4999 (the“Excise Tax”), the Bank or First Financial Corporation shall pay tothe Employee the following additional amounts, consisting of (A) a paymentequal to the Excise Tax payable by the Employee on the Total Benefits underCode Section 4999 (the “Excise Tax Payment”), and (B) a paymentequal to the amount necessary to provide the Excise Tax Payment net of allincome, payroll and excise taxes. Together, the additional amountsdescribed in clauses (A) and (B) are referred to herein as the “Gross-UpPayments.”(ii) Calculating the Excise Tax. Determination of whether anyof the Total Benefits will be subject to the Excise Tax and thedetermination of the amount of the Excise Tax shall be made in accordancewith the following:(A) Determination of Parachute Payments Subject to theExcise Tax*.*Any payments or benefits received or to be receivedby the Employee in connection with a Change in Control or theEmployee’s termination of employment in connection with a Change inControl, or within 12 months after a Change in Control (whether underthe terms of this Agreement or any benefit plan or arrangement withFirst Financial Corporation or the Bank) shall be treated as“parachute payments” within the meaning of Code Section 280G(b)(2),and all “excess parachute payments” within the meaning of CodeSection 280G(b)(1) shall be treated as subject to the Excise Tax,unless in the opinion of the nationally-recognized certified publicaccounting firm, retained by the Bank or First Financial Corporationas of the date immediately before the Change in Control (the“Accounting Firm”), such payments or benefits do notconstitute, in whole or in part, parachute payments, or such excessparachute payments represent, in whole or in part, reasonablecompensation for services actually rendered within the meaning ofCode Section 280G(b)(4) or are otherwise not subject to the ExciseTax.
 
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(B) Calculation of Benefits Subject to Excise Tax*.*Theamount of the Total Benefits that shall be treated as subject to theExcise Tax shall be equal to the lesser of (1) the total amount ofthe Total Benefits reduced by the amount of such Total Benefits thatin the opinion of the Accounting Firm are not parachute payments, or(2) the amount of excess parachute payments within the meaning ofCode Section 280G(b)(1) (after applying clause (A), above).(C) Value of Non-cash Benefits and Deferred Payment.The value of any non-cash benefits or any deferred payment or benefitshall be determined by the Accounting Firm in accordance with theprinciples of Code Sections 280G(d)(3) and (4).(iii) Assumed Marginal Income Tax Rate. For purposes ofdetermining the amount of the Gross-Up Payments, the Employee shall bedeemed to pay federal income taxes at the highest marginal rate of federalincome taxation in the calendar years in which the Gross-Up Payments are tobe made and state and local income taxes at the highest marginal rate oftaxation in the state and locality of the Employee’s residence on the dateon which such gross up payments are to be made, net of the reduction infederal income taxes that can be obtained from deduction of such state andlocal taxes (calculated by assuming that any reduction under Code Section 68in the amount of itemized deductions allowable to the Employee applies firstto reduce the amount of such state and local income taxes that wouldotherwise be deductible by the Employee, and applicable federal FICA andMedicare withholding taxes.)(iv) The Accounting Firm Shall Determine Whether a Gross-Up Paymentis Required. Subject to paragraphs (i) through (iii) above, alldeterminations required to be made under paragraphs (i) through (viii),including whether and when a Gross-Up Payment is required, the amount of theGross-Up Payment and the assumptions to be used to arrive at thedetermination (collectively, the “Determination”), shall be made by theAccounting Firm. The Accounting Firm shall provide detailed supportingcalculations both to the Bank or First Financial Corporation and to theEmployee within 15 business days after the Determination has been made, orsuch earlier time as is requested by the Bank, First Financial Corporationor the Employee.(v) Fees and Expenses of the Accounting Firm and Agreement with theAccounting Firm. All fees and expenses of the Accounting Firm shall beborne solely by the Bank or First Financial Corporation.
 
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(vi) Accounting Firm’s Opinion. If the Accounting Firmdetermines that no Excise Tax is payable by the Employee, the AccountingFirm shall furnish the Employee with a written opinion to that effect, andto the effect that failure to report Excise Tax, if any, on the Employee’sapplicable federal income tax return will not result in the imposition of anegligence or similar penalty.(vii) Accounting Firm’s Determination is Binding. TheDetermination by the Accounting Firm shall be binding on the Bank, FirstFinancial Corporation and the Employee.(viii) Underpayment and Overpayment. Because of theuncertainty in determining whether any of the Total Benefits will be subjectto the Excise Tax at the time of the Determination, it is possible thatGross-Up Payments that should have been made will not have been made by theBank or First Financial Corporation (“Underpayment”), or that Gross-UpPayments will be made that should not have been made by the Bank or FirstFinancial Corporation (“Overpayment”).If, after a Determination by the Accounting Firm, the Employee isrequired to make a payment of additional Excise Tax, the Accounting Firmshall determine the amount of the Underpayment that has occurred. TheUnderpayment (together with any interest and penalties imposed by theInternal Revenue Service shall be paid promptly by the Bank or FirstFinancial Corporation to or for the benefit of the Employee.If the amount of the Gross-Up Payments exceeds the amount necessary toreimburse the Employee for his Excise Tax, the Accounting Firm shalldetermine the amount of the Overpayment that has been made. The Overpaymentshall be repaid promptly by the Employee. Provided that his expenses arereimbursed by the Bank or First Financial Corporation, the Employee shallcooperate with any reasonable requests by the Bank or First FinancialCorporation in any contests or disputes with the Internal Revenue Servicerelating to the Excise Tax.(ix) Accounting Firm Conflict of Interest. If the AccountingFirm is serving as accountant or auditor for the individual, entity or groupeffecting the Change in Control, the Employee may appoint another nationallyrecognized certified public accounting firm to make the Determinationsrequired hereunder (in which case the term “Accounting Firm” as used hereinshall be deemed to refer to the accounting firm appointed by the Employeeunder this paragraph). The Bank or First Financial Corporation shall payall fees and expenses of the Accounting Firm appointed by the Employee.
 
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(4) “Change in Control” shall be deemed to have occurred if one of thefollowing events takes place:(i) Change in Ownership. A change in the ownership of the Bankor First Financial Corporation occurs on the date that any person, or groupof persons, as defined below, acquires ownership of stock of the Bank orFirst Financial Corporation that, together with stock held by the person orgroup, constitutes more than 50 percent of the total fair market value ortotal voting power of the stock of the Bank or First Financial Corporation.However, if any person or group is considered to own more than 50 percent ofthe total fair market value or total voting power of the stock, theacquisition of additional stock by the same person or group is notconsidered to cause a change in the ownership of the Bank or First FinancialCorporation (or to cause a change in the effective control of the Bank orFirst Financial Corporation as defined in subsection 10(a)(4)(ii)). Anincrease in the percentage of stock owned by any person or group, as aresult of a transaction in which the Bank or First Financial Corporationacquires its stock in exchange for property will be treated as anacquisition of stock for purposes of this subsection. This subsection onlyapplies when there is a transfer of stock of the Bank or First FinancialCorporation (or issuance of stock of a corporation) and stock in the Bank orFirst Financial Corporation remains outstanding after the transaction.For purposes of subsections 10(a)(4)(i) and (ii), persons will not beconsidered to be acting as a group solely because they purchase or own stockof the Bank or First Financial Corporation at the same time, or as a resultof the same public offering. However, persons will be considered to beacting as a group if they are owners of a corporation that enters into amerger, consolidation, purchase or acquisition of stock or similar businesstransaction with the Bank or First Financial Corporation. If a person,including an entity, owns stock in both corporations that enter into amerger, consolidation, purchase or acquisition of stock or similartransaction, such shareholder is considered to be acting as a group withother shareholders only with respect to the ownership in that corporationbefore the transaction giving rise to the change and not with respect to theownership interest in the other corporation.(ii) Change in the Effective Control. A change in theeffective control of the Bank or First Financial Corporation will occurwhen: (i) any person or group (as defined in subsection 10(a)(4)(i))acquires, or has acquired during the 12-month period ending on the date ofthe most recent acquisition by such person(s), ownership of stock of theBank or First Financial Corporation possessing 30 percent or more of thetotal voting power; or (ii) a majority of members of the Board is replacedduring any 12-month period by Directors whose appointment or election is notendorsed by a majority of the members of the Bank’s or First FinancialCorporation’s Board prior to the date of the appointment or election.However, if any person or group is considered to effectively control theBank or First Financial Corporation, the acquisition of additional controlof the Bank or First Financial Corporation by the same person(s) is notconsidered to cause a change in the effective control.
 
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(iii) Change in the Ownership of a Substantial Portion of theBank’s or First Financial Corporation’s Assets. A change in theownership of a substantial portion of the Bank’s or First FinancialCorporation’s assets occurs on the date that any person or group acquires,or has acquired during the 12-month period ending on the date of the mostrecent acquisition by such person(s), assets from the Bank or FirstFinancial Corporation that have a total gross fair market value equal to ormore than 40 percent of the total gross fair market value of all of theassets of the Bank or First Financial Corporation immediately prior to suchacquisition(s). Gross fair market value means the value of the assets ofthe Bank or First Financial Corporation, or the value of the assets beingdisposed of, determined without regard to any liabilities associated withsuch assets.However, there is no Change in Control under this subsection when there is atransfer to an entity that is controlled by the shareholders of the Bank orFirst Financial Corporation immediately after the transfer. A transfer ofassets by the Bank or First Financial Corporation is not treated as a changein the ownership of such assets if the assets are transferred to: (i) ashareholder of the Bank or First Financial Corporation (immediately beforethe asset transfer) in exchange for or with respect to its stock; (ii) anentity, 50 percent or more of the total value or voting power of which isowned, directly or indirectly, by the Bank or First Financial Corporation;(iii) a person, or group of persons, that owns, directly or indirectly, 50percent or more of the total value or voting power of all the outstandingstock of the Bank or First Financial Corporation or (iv) an entity, at least50 percent of the total value or voting power of which is owned, directly orindirectly, by a person described in (iii). For purposes of thissubsection, except as otherwise provided, a person’s status is determinedimmediately after the transfer of the assets. For example, a transfer to acompany in which the Bank or First Financial Corporation has no ownershipinterest before the transaction, but which is a majority-owned subsidiary ofthe Bank or First Financial Corporation after the transaction, is nottreated as a change in the ownership of the assets of the transferor Bank orFirst Financial Corporation.For purposes of this subsection 10(a)(4)(iii), persons will not beconsidered to be acting as a group solely because they purchase assets ofthe Bank or First Financial Corporation at the same time. However, personswill be considered to be acting as a group if they are owners of acorporation that enters into a merger, consolidation, purchase oracquisition of assets, or similar business transaction with the Bank orFirst Financial Corporation. If a person, including an entity shareholder,owns stock in both corporations that enter into a merger, consolidation,purchase or acquisition of assets, or similar transaction, such shareholderis considered to be acting as a group with other shareholders in acorporation only to the extent of the ownership in that corporation beforethe transaction giving rise to the change and not with respect to theownership interest in the other corporation.
 
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Notwithstanding the foregoing, the acquisition of Bank or First Financial Corporationstock by any retirement plan sponsored by the Bank or an affiliate of the Bank will notconstitute a Change in Control. Additionally, notwithstanding the foregoing, but only tothe extent required under federal banking law, the amount payable under subsection 10(a)shall be reduced to the extent that on the date of the Employee’s termination of employment,the amount payable under subsection 10(a) exceeds any limitation on severance benefits thatis imposed by the OCC.(b) Change in Control; Voluntary Termination. Notwithstanding any otherprovision of this Agreement to the contrary, the Employee may voluntarily terminate hisemployment under this Agreement within 12 months following a Change in Control of the Bankor First Financial Corporation, as defined in subsection 10(a)(4), and the Employee shallthereupon be entitled to receive the payment described in subsections 10(a)(1), (2) and (3)of this Agreement, within 30 days following the occurrence of any of the following events,which has not been consented to in advance by the Employee in writing. During such 30-dayperiod, the Bank shall not allow the Employee’s participation in any Employee Benefits tolapse and shall continue to provide the Employee with the Automobile Benefits described insubsection 4(d), reimbursement or payment of professional and club dues, and the cost of theEmployee’s continuing legal education requirements as described in subsection 4(c). In theevent subsection 8(h) applies at the time of the Employee’s termination, the six-monthsuspension period shall not prevent the Employee from continuing to receive reimbursement ofhealth insurance premiums for himself, his spouse and child living in the Employee’shousehold, Medicare supplement insurance and life insurance (all as described in subsection4(b)) immediately following his termination of employment, without regard to the six-monthsuspension applicable to cash payments and other benefit amounts.(i) The requirement that the Employee perform his principal executive functionsmore than 30 miles from his Terre Haute, Indiana office.(ii) A reduction of ten percent or more in the Employee’s base salary as ineffect on the date of the Change in Control or as the same may be changed by mutualagreement from time to time, unless part of an institution-wide reduction andsimilar to the reduction in the base salary of all other executive officers of theBank;(iii) The removal of the Employee from participation in any incentive(including, but not limited to, the LTIP) or performance-based compensation plans orbonus plans unless the Bank terminates participation in the plan or plans withrespect to all other executive officers of the Bank;
 
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(iv) The failure by the Bank to continue to provide the Employee with the basesalary, bonuses or benefits provided for under subsections 4(a), (c), (d) and (e) ofthis Agreement, as the same may be increased from time to time, or with benefitssubstantially similar to those provided to him under those subsections or under anybenefit plan or program in which the Employee now or hereafter becomes eligible toparticipate, or the taking of any action by the Bank which would directly orindirectly reduce any such benefits or deprive the Employee of any such benefitenjoyed by him, unless part of an institution-wide reduction and applied similarlyto all other executive officers of the Bank;(v) The assignment to the Employee of duties and responsibilities materiallydifferent from those normally associated with his position as referenced in Section1;(vi) A failure to elect or re-elect the Employee to the Board or a failure onthe part of First Financial Corporation or its successor to honor any obligation tonominate Employee to the Board of Directors of First Financial Corporation or itssuccessor;(vii) A material diminution or reduction in the Employee’s responsibilities orauthority (including reporting responsibilities) in connection with his employmentwith the Bank; or(viii) A material reduction in the secretarial or administrative support of theEmployee.(c) Compliance with 12 U.S.C. Section 1828(k). Any payments made to theEmployee pursuant to this Agreement, or otherwise, are subject to and conditioned upon theircompliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder.(d) Trust.(1) Within five business days before or after a Change in Control which was notapproved in advance by a resolution of a majority of the Directors of FirstFinancial Corporation, the Bank or First Financial Corporation shall (i) deposit, orcause to be deposited, in a grantor trust (the “Trust”), designed to conform withRevenue Procedure 93-64 (or any successor) and having a trustee independent of theBank, an amount equal to the amounts which would be payable in a lump sum undersubsections 10(a)(1), (2) and (3) hereof if those payment provisions becomeapplicable, and (ii) provide the trustee of the Trust with a written direction tohold said amount and any investment return thereon in a segregated account for thebenefit of the Employee, and to follow the procedures set forth in the nextparagraph as to the payment of such amounts from the Trust.
 
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(2) During the 12 consecutive month period following the date on which the Bankmakes the deposit referred to in the preceding paragraph, the Employee may providethe trustee of the Trust with a written notice requesting that the trustee pay tothe Employee, in a single sum, the amount designated in the notice as being payablepursuant to subsections 10(a)(1), (2) and (3). Within three business days afterreceiving said notice, the trustee of the Trust shall send a copy of the notice tothe Bank via overnight and registered mail, return receipt requested. On the tenthbusiness day after mailing said notice to the Bank, the trustee of the Trust shallpay the Employee the amount designated therein in immediately available funds,unless prior thereto the Bank provides the trustee with a written notice directingthe trustee to withhold such payment. In the latter event, the trustee shall submitthe dispute, within ten days of receipt of the notice from the Bank, tonon-appealable binding arbitration for a determination of the amount payable to theEmployee pursuant to subsections 10(a)(1), (2) and (3), and the party responsiblefor the payment of the costs of such arbitration (which may include any reasonablelegal fees and expenses incurred by the Employee) shall be determined by thearbitrator. The trustee shall choose the arbitrator to settle the dispute, and sucharbitrator shall be bound by the rules of the American Arbitration Association inmaking his or her determination. The Employee, the Bank and the trustee shall bebound by the results of the arbitration and, within three days of the determinationby the arbitrator, the trustee shall pay from the Trust the amounts required to bepaid to the Employee and/or the Bank, and in no event shall the trustee be liable toeither party for making the payments as determined by the arbitrator.(3) Upon the earlier of (i) any payment from the Trust to the Employee, or (ii)the date twelve months after the date on which the Bank makes the deposit referredto in the first paragraph of this subsection 10(d)(1), the trustee of the Trustshall pay to the Bank the entire balance remaining in the segregated accountmaintained for the benefit of the Employee, if any. The Employee shall thereafterhave no further interest in the Trust pursuant to this Agreement. However, thetermination of the Trust shall not operate as a forfeiture or relinquishment of anyof the Employee’s rights under the terms of this Agreement. Furthermore, in theevent of a dispute under subsection 10(d)(2), the trustee of the Trust shallcontinue to hold, in trust, the deposit referred to in subsection 10(b)(1) until afinal decision is rendered by the arbitrator pursuant to subsection 10(b)(2).(e) In the event that any dispute arises between the Employee and the Bank as to theterms or interpretation of this Agreement or the obligations thereunder, including thisSection, whether instituted by formal legal proceedings or submitted to arbitration pursuantto subsection 10(d)(2), including any action that the Employee takes to enforce the terms ofthis Section or to defend against any action taken by the Bank, the Employee shall bereimbursed for all costs and expenses, including reasonable attorneys’ fees, arising fromsuch dispute, proceedings or actions, provided that the Employee shall obtain a finaljudgment by a court of competent jurisdiction in favor of the Employee or, in the event ofarbitration pursuant to subsection 10(d)(2), a determination is made by the arbitrator thatthe expenses should be paid by the Bank. Such reimbursement shall be paid within ten daysof Employee’s furnishing to the Bank written evidence, which may be in the form, among otherthings, of a canceled check or receipt, of any costs or expenses incurred by the Employee.
 
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Should the Employee fail to obtain a final judgment in favor of the Employee and afinal judgment or arbitration decision is entered in favor of the Bank and if decided byarbitration, the arbitrator, pursuant to subsection 10(d)(2), determines the Employee to beresponsible for the Bank’s expenses, then the Bank shall be reimbursed for all costs andexpenses, including reasonable attorneys’ fees arising from such dispute, proceedings oractions. Such reimbursement shall be paid within ten days of the Bank furnishing to theEmployee written evidence, which may be in the form, among other things, of a canceled checkor receipt, of any costs or expenses incurred by the Bank.11. Stock Options. First Financial Corporation will permit the Employee or his personal representative(s) orheirs, during a period of three months following Employee’s termination of employment by the Bankfor the reasons set forth in subsections 8(d), 8(e), 10(a) or 10(b), to require First FinancialCorporation, upon written request, to purchase all outstanding, unexpired stock options previouslygranted to the Employee under any stock option plan then in effect to the extent the options arevested at a cash purchase price equal to the amount by which the aggregate “Fair Market Value” ofthe shares subject to such options exceeds the aggregate option price for such shares. Forpurposes of this Agreement, the term Fair Market Value shall mean the higher of (a) the average ofthe highest asked prices for shares in the over-the-counter market as reported on the NASDAQ systemor other exchange if the shares are traded on such system for the 30 business days preceding suchtermination, or (b) the average per share price actually paid for the most highly priced onepercent of the shares acquired in connection with the Change of Control by any person or groupacquiring such control.12. Federal Income Tax Withholding. The Bank may withhold all federal and state income or other taxes from any benefit payableunder this Agreement as shall be required pursuant to any law or governmental regulation or ruling.13. Successors and Assigns.(a) Bank. This Agreement shall not be assignable by the Bank or First Financial Corporation, providedthat this Agreement shall inure to the benefit of and be binding upon any corporate or othersuccessor of the Bank or First Financial Corporation which shall acquire, directly or indirectly,by merger, consolidation, purchase or otherwise, all or substantially all of the assets or stock ofthe Bank or First Financial Corporation.(b) Employee. Because the Bank is contracting for the unique and personal skills of the Employee, theEmployee shall be precluded from assigning or delegating his rights or duties hereunder withoutfirst obtaining the written consent of the Bank; provided, however, that nothing in this paragraphshall preclude (i) the Employee from designating a beneficiary to receive any benefit payablehereunder upon his death, or (ii) the executors, administrators, or other legal representatives ofthe Employee or his estate from assigning any rights hereunder to the person or persons entitledthereunto.
 
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(c) Attachment. Except as required by law, no right to receive payments under this Agreement shall be subjectto anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, orhypothecation or to exclusion, attachment, levy or similar process or assignment by operation oflaw, and any attempt, voluntary or involuntary, to effect any such action shall be null, void andof no effect.14. Amendments. No amendments or additions to this Agreement shall be binding unless made in writing andsigned by the Bank, First Financial Corporation and the Employee, except as herein otherwisespecifically provided.15. Applicable Law. Except to the extent preempted by federal law, the laws of the State of Indiana, withoutregard to that State’s choice of law principles, shall govern this Agreement in all respects,whether as to its validity, construction, capacity, performance or otherwise.16. Severability. The provisions of this Agreement shall be deemed severable and the invalidity orunenforceability of any provision shall not affect the validity or enforceability of the otherprovisions hereof. Should any particular covenant, provision or clause of this Agreement be heldunreasonable or unenforceable for any reason, including without limitation, the time period,geographic area and/or scope of activity covered by such covenant, provision or clause, the Bankand Employee acknowledge and agree that such covenant, provision or clause shall be given effectand enforced to whatever extent would be reasonable and enforceable under applicable law.17. Entire Agreement. This Agreement: (a) supersedes all other understandings and agreements, oral or written,between the parties with respect to the subject matter of this Agreement; and (b) constitutes thesole agreement between the parties with respect to this subject matter.18. Construction. The rule of construction to the effect that any ambiguities are to be resolved against thedrafting party shall not be employed in the interpretation of this Agreement.19. Headings. The headings in this Agreement have been inserted solely for ease of reference and shallnot be considered in the interpretation, construction or enforcement of this Agreement.
 
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20. Notices. For purposes of this Agreement, notices and all other communications provided for hereinshall be in writing and shall be deemed to have been given (a) if hand delivered, upon delivery tothe party, or (b) if mailed, two days following deposit of the notice or communication with theUnited States Postal Service by registered or certified mail, return receipt requested, postageprepaid, addressed as follows:       If to the Employee: Norman L. Lowery    93 Allendale    Terre Haute, Indiana 47802       If to the Bank: First Financial Bank, N.A.    Attn: Chief Financial Officer    One First Financial Plaza    P.O. Box 540    Terre Haute, Indiana 47808-0540       If to First FinancialCorporation: First Financial Corporation    Attn: President    One First Financial Plaza    P.O. Box 540    Terre Haute, Indiana 47808-0540or to such other address as either party hereto may have furnished to the other party in writing inaccordance herewith, except that notices of change of address shall be effective only upon receipt.21. Waiver. The waiver by either party of a breach of any provision of this Agreement, or failure toinsist upon strict compliance with the terms of this Agreement, shall not be deemed a waiver of anysubsequent breach or relinquishment of any right or power under this Agreement.22. Review and Consultation. Employee acknowledges and agrees he (a) has read this Agreement in its entirety prior toexecuting it, (b) understands the provisions and effects of this Agreement and (c) has consultedwith such attorneys, accountants and financial or other advisors as he has deemed appropriate inconnection with the execution of this Agreement. Employee understands, acknowledges and agreesthat he has not received any advice, counsel or recommendation with respect to this Agreement fromEmployer’s attorneys.* * *
 
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**IN WITNESS WHEREOF**, the parties have executed this Agreement on this 26th day of March, 2010.     **ATTEST** **FIRST FINANCIAL BANK, N.A.**     **(s) Leticia E. Wright** **(s)**Rodger McHargue   Title: **Sr. Executive Assistant** Rodger McHargue, Secretary/Treasurer         **EMPLOYEE**         (s) Norman L. Lowery         Norman L. LoweryThe undersigned, First Financial Corporation, sole shareholder of the Bank, agrees that if itshall be determined for any reason that any obligation on the part of the Bank is unenforceable forany reason or if the Bank fails to perform, First Financial Corporation agrees to honor the termsof this Agreement and continue to make any such payments due hereunder to Employee or to satisfyany such obligation pursuant to the terms of this Agreement. The undersigned further agrees tonominate Employee to the Board of Directors of First Financial Corporation during the term of thisAgreement.   **ATTEST** **FIRST FINANCIAL CORPORATION**   (s) Rodger A. McHargue (s) Donald E. Smith   Title: Secretary  Donald E. Smith, President
 
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