Exhibit 10.1


 





AGREEMENT FOR RESTRICTED STOCK AWARD


FOR NON-EMPLOYEE DIRECTORS


 


This Agreement for Restricted Stock Award (the "Agreement")
is made between FIRST FINANCIAL BANCORP., an Ohio corporation (the “Corporation”), and [Participant Name] who,
as of [Grant Date], which is the date of this Agreement, is a non-employee director of First Financial Bancorp. (the "Director"):


 


WHEREAS, the Corporation established the First Financial Bancorp.
2020 Stock Plan (the "Plan"), and a Committee of the Board of Directors of the Corporation designated in the Plan (the
 "Committee") approved the execution of this Agreement containing the Restricted Stock Award herein set forth to the Director
upon the terms and conditions set forth in this Agreement.


 


WHEREAS, a Prospectus is delivered to the Director simultaneously
with this Agreement and is attached as Appendix A.


 


NOW THEREFORE, in consideration of the mutual obligations contained
herein, it is hereby agreed:


 


		1.	Award
of Restricted Stock. The Corporation hereby awards to Director as of the date of this Agreement [ ] shares of restricted
Common Stock of the Corporation ("Common Stock"), without par value, in consideration of services to be rendered (the
 “Award”).



 


		2.	Restrictions
on Transfer. The shares of restricted Common Stock so received by the Director and any additional shares attributable
thereto received by the Director as a result of any stock dividend, recapitalization, merger, reorganization or similar event
are subject to the restrictions set forth herein and may not be sold, assigned, transferred, pledged or otherwise encumbered during
the Restriction Period, except as permitted hereby.



 


		3.	Restriction
Period. The Restriction Period begins as of the date of this Agreement and, except as otherwise provided in this Agreement
or the Plan, all restrictions on restricted Common Stock granted pursuant to the Award shall end (and the restricted Common Stock
shall thereupon become vested) on the applicable anniversary date(s) of the date of this Agreement (the "Anniversary Dates")
as set forth below:



 


	Anniversary Date	 	First Eligible to Vest on
	of this Agreement	 	Indicated Anniversary Date
	1st anniversary date	 	100.00%




 


Notwithstanding the foregoing or anything in this
Agreement to the contrary, the Restriction Period with respect to restricted Common Stock granted pursuant to the Award shall end
(and the restricted Common Stock shall thereupon become vested) (i) as of the effective date of a Change in Control (as such term
is defined in the Plan); or (ii) as of the date of the Director’s termination of service to the Corporation resulting from
the Director’s death or Disability.


 


		4.	Terms
and Conditions. Awards are subject to terms and conditions of the Plan.



 


		5.	Issuance
of Stock Awards.



 


		(a)	Upon award of the restricted Common Stock to the Director, shares of restricted Common Stock shall be evidenced by a book-entry
registration by the Corporation for the benefit of the Director. Each such registration will be held by the Corporation or its
agent. Any restricted Common Stock of the Corporation resulting from any stock dividend, recapitalization, merger, reorganization
or similar event will also be held by the Corporation or its agent. All such Common Stock evidenced thereby will be subject to
the forfeiture provisions, limitations on transferability and all other restrictions herein contained.



 






     


     


    

 


		(b)	With regard to any shares of restricted Common Stock which cease to be subject to restrictions pursuant to Section 3, the Corporation
will, upon the request of the Director, transfer Common Stock for such shares free of all restrictions set forth in the Plan and
this Agreement to the Director or the Director's designee, or in the event of such Director's death subsequent to expiration of
the Restriction Period, to the Director's legal representative, heir or legatee.



 


		(c)	By accepting shares of restricted Common Stock, the Director agrees not to sell shares at a time when applicable laws or the
Corporation's rules prohibit a sale. This restriction shall apply as long as the Director is a director of the Corporation or a
Subsidiary. The Director agrees, if requested by the Corporation, to hold such shares for investment and not with a view of resale
or distribution to the public, and if requested by the Corporation, the Director must deliver to the Corporation a written statement
satisfactory to the Corporation to that effect.



 


		6.	Shareholder's Rights. Subject
to the terms of this Agreement, during the Restriction Period:



 


		(a)	The Director will have, with respect to the restricted Common Stock, the right to vote all shares
of the restricted Common Stock received under or as a result of this Agreement, including shares which are subject to the restrictions
on transfer in Section 2.



 


		(b)	The Director shall not be paid any cash dividends with respect to the restricted Common Stock until
the Director has become vested in the shares. At the time of vesting, the Director shall receive a cash payment equal to the aggregate
dividends (without interest) that the Director would have received if the Director had owned all the shares in which the Director
had vested for the period beginning on the date of grant of those shares, and ending on the date of vesting. No dividends shall
be paid to the Director with respect to any shares of restricted Common Stock that are forfeited by the Director.



 


		7.	Regulatory Compliance. The issuance of shares of restricted Common Stock and Common Stock will be subject to
full compliance with all then-applicable requirements of law and the requirements of the exchange upon which Common Stock may be
traded, as set forth in the Plan. Furthermore, the Corporation shall have the right to refuse to issue or transfer any shares under
this Agreement if the Corporation, acting in its absolute discretion, determines that the issuance or transfer of such Common Stock
might violate any applicable law or regulation.



 


		8.	Withholding Tax. The Corporation shall have the right
                                         to retain or sell without notice sufficient Common Stock to cover the amount of any federal
                                         income tax required to be withheld with respect to such Common Stock being issued or
                                         vested, remitting any balance to the Director; provided, however, that the Director shall
                                         have the right to provide the Corporation with the funds to enable it to pay such tax.
                                         Alternatively, the Corporation reserves the right to not withhold taxes and to reflect
                                         any income on a Form 1099 or such other appropriate tax form.



 






     


     


    

 


		9.	Investment Representation. The Director represents and agrees that if he or she is awarded and receives the restricted
Common Stock at a time when there is not in effect under the Securities Act of 1933 a registration statement pertaining to the
shares and there is not available for delivery a prospectus meeting the requirements of Section 10(A)(3) of said Act, (i) he or
she will accept and receive such shares for the purpose of investment and not with a view to their resale or distribution, (ii)
that upon such award and receipt, he or she will furnish to the Corporation an investment letter in form and substance satisfactory
to the Corporation, (iii) prior to selling or offering for sale any such shares, he or she will furnish the Corporation with an
opinion of counsel satisfactory to the Corporation to the effect that such sale may lawfully be made and will furnish the Corporation
with such certificates as to factual matters as the Corporation may reasonably request, and (iv) that certificates representing
such shares may be marked with an appropriate legend describing such conditions precedent to sale or transfer.



 


		10.	Federal Income Tax Election. The Director hereby acknowledges receipt of advice that, pursuant to current federal
income tax laws, (i) he or she has thirty (30) days in which to elect to be taxed in the current taxable year on the fair market
value of the restricted Common Stock in accordance with the provisions of Internal Revenue Code Section 83(b), and (ii) if no such
election is made, the taxable event will occur upon expiration of restrictions on transfer at termination of the Restriction Period
and the tax will be measured by the fair market value of the restricted Common Stock on the date of the taxable event.



 


		11.	Adjustments. If, after the date of this Agreement, the Common Stock of the Corporation is, as a result of a merger,
reorganization, consolidation, recapitalization, reclassification, split-up, spin-off, separation, liquidation, stock dividend,
stock split, reverse stock split, property dividend, share repurchase, share combination, share exchange, issuance of warrants,
rights or debentures or other change in corporate structure of the Corporation, increased or decreased or changed into or exchanged
for a different number or kind of shares of stock or other securities of the Corporation or of another corporation, then:



 


		(a)	for each share of restricted Common Stock for which the Restriction Period has not ended under this Agreement, there automatically
will be substituted the number and kind of shares of stock or other securities into which each outstanding share is changed or
for which each such share is exchanged; and



 


		(b)	the Corporation will make such other adjustments to the securities subject to provisions of the Plan and this Agreement as
may be appropriate and equitable; provided, however, that the number of shares of restricted Common Stock will always be a whole
number.



 


		12.	Notices. Each notice relating to this Agreement must be in writing and delivered in
person or by registered mail to the Corporation at its office, 255 East Fifth Street, Suite 700, Cincinnati, Ohio 45202, attention
of the Secretary, or at such other place as the Corporation has designated by notice. All notices to the Director or other person
or persons succeeding to his or her interest will be delivered to the Director or such other person or persons at the Director's
address below specified or such other address as specified in a notice filed with the Corporation.



 


		13.	Determinations of the Corporation Final. Any dispute or disagreement which arises under,
as a result of, or in any way relates to the interpretation or construction of this Agreement will be determined by the Board of
Directors of the Corporation or by a committee appointed by the Board of Directors of the Corporation (or any successor corporation).
The Director hereby agrees to accept any such determination as final, binding and conclusive for all purposes.



 


		14.	Successors. All rights under this Agreement are personal to the Director and are not
transferable except that in the event of the Director's death, such rights are transferable to the Director's legal representatives,
heirs or legatees. This Agreement will inure to the benefit of and be binding upon the Corporation and its successors and assigns.



 






     


     


    

 


		15.	Obligations of the Corporation. The liability of the Corporation under the Plan and this Agreement is limited
to the obligations set forth therein. No term or provision of the Plan or this Agreement will be construed to impose any liability
on the Corporation in favor of the Director with respect to any loss, cost or expense which the Director may incur in connection
with or arising out of any transaction in connection therewith.



 


		16.	Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of
Ohio.



 


		17.	Plan. The Plan will control if there is any conflict between the Plan and this Agreement and on any matters that
are not contained in this Agreement. A copy of the Plan has been provided to the Director and is incorporated by reference and
made a part of this Agreement. Capitalized terms used but not specifically defined in this Agreement will have the definitions
given to them in the Plan.



 


		18.	Entire Agreement. This Agreement and the Plan supersede any other agreement, whether written or oral, that may
have been made or entered into by the Corporation and/or any of its Subsidiaries and the Director relating to the shares of restricted
Common Stock that are granted under this Agreement. This Agreement and the Plan constitute the entire agreement by the parties
with respect to such matters, and there are no agreements or commitments except as set forth herein and in the Plan.



 


		19.	Captions; Counterparts. The captions in this Agreement are for convenience only and will not be considered a
part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in any
number of counterparts, each of which will constitute one and the same instrument.



 


IN WITNESS WHEREOF, this Agreement for Restricted Stock Award
has been executed and dated by the parties as of the date first set forth above.


 


	 	FIRST FINANCIAL BANCORP.
	 	 	 
	 	By:	 
	 	Title:	Chief Executive Officer
	 	 	 
	 	 	 
	 	 	 
	 		Signature of Director




 


 


2020 Director RSA


 






     


     


    

 


APPENDIX A


 


This document constitutes part of a prospectus
covering securities that have been registered under the Securities Act of 1933, as amended.


 


PROSPECTUS


 


[Intentionally omitted.]