EX-10.1






EMPLOYMENT AGREEMENT




THIS EMPLOYMENT AGREEMENT by and between Old National Bancorp, an Indiana corporation
(“Company”) and James A. Sandgren (“Executive”), was made and entered into originally effective as
of June 6, 2014 and is amended effective May 12, 2016 (“Agreement”).



Background




A. The Company wishes to continue the Executive’s employment as President and Chief Operating
Officer of the Company on the terms and conditions provided herein, and the Executive wishes to
serve in such capacity on the terms and conditions provided herein.



B. By the severance and change of control provisions contained herein, the Company wishes to
encourage the Executive to devote his/her full time and attention to the faithful performance of
his/her management responsibilities and to assist the Board of Directors in evaluating business
options and pursuing the best interests of the Company and its shareholders without being
influenced by the uncertainties of his/her own employment situation.



C. The Company employs the Executive in a position of trust and confidence, and the Executive
has become acquainted with the Company’s Business, its officers and employees, its strategic and
operating plans, its business practices, processes, and relationships, the needs and expectations
of its Customers and Prospective Customers, and its trade secrets and other property, including
Confidential Information.



Agreement




NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive and the
Company agree as follows:



1. Defined Terms. Throughout this Agreement, when the first letter of a word (or the
first letter of each word in a phrase) is capitalized, the word or phrase shall have the meaning
specified in Appendix A.



2. Term. The initial term of this Agreement shall begin on May 12, 2016 and shall
continue through December 31, 2016; provided, however, that beginning on January 1, 2017, and on
the first day of each year thereafter, the term of this Agreement shall automatically be extended
by one year, unless either the Company or the Executive shall have provided notice to the other at
least sixty (60) days before such date that the term shall not be extended. Notwithstanding the
preceding provisions of this Section, if a Change of Control occurs during the term of this
Agreement, such term shall not end before the second anniversary of the Change of Control;
provided, however, this sentence shall apply only to the first Change of Control while this
Agreement is in effect. If the Executive’s Employment Terminates during the Term, the obligations
contained in the Restrictive Covenants shall survive the Term.



3. Position and Duties. At all times during the Term, the Executive shall (i) serve
as President and Chief Operating Officer and, in such capacities, shall perform such duties and
have such responsibilities as is typical for such positions, as well as any other duties as the
Board may assign to him/her from time to time, (ii) diligently and conscientiously devote his/her
full and exclusive business time, energy, and ability to his/her duties and the business of the
Employing Companies, (iii) serve as a member of the Board (if elected by shareholders), (iv) serve
as a member of any Employer board, as required by the Board, and (v) comply with all directions by
the Board (other than directions that would require an illegal or unethical act or omission) and
all applicable policies and regulations of the Employing Companies. Notwithstanding the preceding
provisions, the Executive may serve as a non-employee director, a volunteer, or in other such
capacities for other entities not in competition with the Company’s Business.



4. Compensation, Benefits, and Expenses. During the Term and before the Termination
of his/her Employment, the Company shall compensate (or cause the Bank to compensate) the Executive
for his/her services as follows:



(a) Base Salary. The Executive shall receive a base salary at the annual rate of
$450,000, as increased from time to time by the Board. During the Term, the Board may increase
(but not decrease) the Executive’s base salary. Base salary payments shall be made in
substantially equal installments pursuant to the Employing Companies’ established payroll
procedures.



(b) Incentive Compensation. The Executive shall be entitled to incentive
compensation, including equity-based compensation, as determined by the Board from time to time,
payable in accordance with the provisions of these incentive plans or programs.



(c) Employee Benefits. The Executive shall be eligible to participate in such benefit
plans as are made available to, and on such terms and conditions applicable to, other similarly
situated executives and subject to the terms of such benefit plans. The Employing Companies may
change or terminate any such benefit plan at any time, in its sole discretion, subject to
applicable legal requirements.



(d) Vacation Benefits. The Executive shall be entitled to annual vacation in
accordance with the Employing Companies’ policies as in effect from time to time for similarly
situated executive employees, but not less than four (4) weeks of paid vacation per year.



(e) Reimbursement of Expenses. The Employing Companies shall reimburse the Executive
for reasonable business expenses incurred by the Executive in connection with the performance of
his/her duties. Such reimbursements shall be made in accordance with the Employing Companies’
established reimbursement policies, as in effect from time to time; provided, however,
reimbursements for expenses incurred during a calendar year shall be made not later than March 15
of the following year.



5. Application of Agreement. Under no circumstances shall the Executive be entitled
to payments pursuant to both Section 7 and Section 8 of this Agreement.



6. Termination of Employment; Resignation of Officer and Director Positions. Subject
to its payment obligations under this Section and Section 7 or 8, if applicable, the Company may
Terminate the Executive’s Employment at any time, with or without cause. The Executive may
voluntarily Terminate his/her Employment at any time by providing at least thirty (30) days prior
notice to the Company. Regardless of whether his/her Termination of Employment is voluntary or
involuntary, the Executive shall resign from all director positions with the Employer, effective as
of his/her Termination Date. Upon Termination of Employment, the Executive shall be entitled to
the following, in addition to any benefits payable under Section 7 or 8:



(a) Any earned but unpaid base salary, at the Executive’s then effective annual rate, through
his/her Termination Date, plus any accrued vacation pay due to the Executive under the Employing
Companies’ vacation program through his/her Termination Date, which amounts shall be paid to the
Executive not later than the payroll date for the payroll period next following his/her Termination
Date.



(b) Provided that the Executive applies for reimbursement in accordance with the Employing
Companies’ established reimbursement procedures (within the period required by such procedures but
under no circumstances later than thirty (30) days after his/her Termination Date), the Employing
Companies shall pay the Executive any reimbursements to which he/she is entitled under such
procedures not later than the payroll date for the payroll period next following the date on which
the Executive applies for reimbursement.



(c) Any benefits (other than severance) payable to the Executive under any of the Employing
Companies’ incentive compensation or employee benefit plans or programs shall be payable in
accordance with the provisions of those plans or programs.



7. Non-Change of Control Severance Benefit.



(a) Subject to the following provisions of this Section, the Employing Companies shall provide
the Executive with the payments and benefits set forth in this Section, if during the Term and
before the occurrence of a Change of Control, either (i) the Employing Companies Terminate the
Executive’s Employment (other than a termination for Unacceptable Performance, Disability, or death
pursuant to Section 10), or (ii) the Executive voluntarily Terminates his/her Employment for Good
Reason pursuant to Section 11. Notwithstanding the preceding provisions of this Subsection, the
Executive shall not be entitled to benefits pursuant to this Section if he/she is entitled to
benefits pursuant to Section 8. Any amount payable to the Executive pursuant to this Section is in
addition to amounts already owed to the Executive by the Employing Companies and is in
consideration of the covenants set forth in this Agreement and/or the Release.



(b) The Employing Companies shall pay to the Executive a single lump sum payment equal to the
Executive’s Weekly Pay multiplied by one hundred four (104) on the 60th day following
the Executive’s Termination of Employment provided that the Executive has executed and submitted a
Release of claims (as described in Section 19) and the statutory period during which the Executive
is entitled to revoke the Release has expired on or before that 60th day.



(c) If COBRA continuation coverage is properly elected under the Employing Companies’ group
medical plan by the Executive (and his/her spouse and dependents, if any, covered by the Employing
Companies’ group medical plan on his/her Termination Date), the Employing Companies shall pay the
cost of such coverage for the Executive (and such spouse and dependents), for twenty-four (24)
months following his/her Termination of Employment (or such shorter period during which such person
is eligible for COBRA continuation coverage) and, to the extent Section 20(d) is applicable, such
payments or provision of benefits shall be in compliance with Section 20(d) herein. For purposes of
the preceding sentence, the term “COBRA continuation coverage” shall include coverage substantially
similar to the COBRA continuation coverage provided after eighteen (18) months following the
Executive’s Termination Date, provided that the Executive (and his/her spouse and/or dependents, if
applicable) would be eligible for COBRA continuation coverage if the eighteen (18)-month maximum
coverage period had not expired. The Executive acknowledges and agrees that the value of this
coverage will be includible in his/her gross income for tax purposes.



(d) If permissible under the Employing Companies’ group term life insurance plan, whether
through conversion or otherwise, the Employing Companies shall continue to provide term life
insurance coverage substantially the same as that provided for the Executive immediately before
his/her Termination of Employment and shall pay for the cost thereof for twenty-four (24) months
following his/her Termination of Employment.



(e) The Employing Companies shall pay the cost of outplacement services incurred by the
Executive during the twelve (12) month period following his/her Termination of Employment and
provided by a firm of the Executives’ choice, up to a total of Fifteen Thousand Dollars ($15,000).
Reimbursements for outplacement expenses incurred during a calendar year shall be paid not later
than March 15 of the following year.



(f) To the extent that coverage or benefits under Subsection (c), (d), or (e) result in
taxable income to the Executive, the Executive acknowledges and agrees that the Executive is fully
responsible for the tax effect of the provision of such coverage or benefits.



(g) If payments to the Executive pursuant to this Agreement would result in total Parachute
Payments to the Executive, whether or not made pursuant to this Agreement, with a value (as
determined pursuant to Code Section 280G and the guidance thereunder) equal to or greater than one
hundred percent (100%) of the Parachute Payment Limit, the provisions of Section 9 shall apply as
if set out in this Section 7.



(h) Notwithstanding the preceding provisions of this Section, if the Executive is a “specified
employee” within the meaning of Code Section 409A(a)(2)(B)(i), to the extent required by such Code
Section, payments otherwise required by this Section shall be delayed to the earliest date on which
such payments are permitted and shall be paid in a lump sum on the first day following the date
that is six months following the Executive’s Termination of Employment or, if earlier, the
Executive’s death. Furthermore, the obligations of the Employing Companies to make payments to the
Executive hereunder are subject to compliance with any applicable provisions of the Federal Deposit
Insurance Corporation regulations found in Part 359 (entitled “Golden Parachute And Indemnification
Payments”) of Title 12 of the Code of Federal Regulations (or any successor provisions).



8. Change of Control Severance Benefit.



(a) Subject to the following provisions of this Section, the Employing Companies shall provide
the Executive with the payments and benefits set forth in this Section, if during the Term and
concurrent with or within two (2) years after a Change of Control, either (i) the Employing
Companies Terminate the Executive’s Employment (other than a termination for Cause, Disability, or
death pursuant to Section 10), or (ii) the Executive voluntarily Terminates his/her Employment
pursuant to Section 11 for Good Reason.



(b) The Employing Companies shall pay to the Executive a single lump sum payment in an amount
equal to the product of (i) three (3) times (ii) the sum of (A) the Executive’s annual base salary,
at the greater of the rate in effect on the Change of Control Date or the Termination Date, plus
(B) the Executive’s target bonus for the year containing the Change in Control Date or, if greater,
for the year preceding the Change in Control Date, on the 60th day following the
Executive’s Termination of Employment provided that the Executive has executed and submitted a
Release of claims (as described in Section 19) and the statutory period during which the Executive
is entitled to revoke the Release has expired on or before that 60th day.



(c) The Employing Companies shall continue to provide group medical coverage for the Executive
(and his/her spouse and dependents, if any, covered by the Employing Companies’ group medical plan
on his/her Termination Date), for the twenty-four (24) month period following his/her Termination
of Employment. Such coverage shall be under the Employing Companies’ group medical plans and at
the Employing Companies’ expense, shall be the same as that offered to active employees under the
Employing Companies’ group medical plan and, to the extent Section 20(d) is applicable, shall be in
compliance with Section 20(d) herein. If the coverage described in the preceding provisions is not
available under the Employing Companies’ group medical plan, the Employing Companies shall provide
for substantially similar coverage at their expense. The Executive acknowledges and agrees that,
in either case, the value of this coverage will be includible in his/her gross income for tax
purposes. Coverage provided pursuant to this Subsection shall be concurrent with any required
continuation coverage period under COBRA.



(d) For the twenty-four (24) month period following the Executive’s Termination of Employment,
the Employing Companies shall continue to provide term life insurance coverage substantially the
same as that provided for the Executive immediately before his/her Termination Date.



(e) The Employing Companies shall pay the cost of outplacement services incurred by the
Executive during the twelve (12) month period following his/her Termination of Employment and
provided by a firm of the Executives’ choice, up to a total of Fifteen Thousand Dollars ($15,000).
Reimbursements for outplacement expenses incurred during a calendar year shall be paid not later
than March 15 of the following year.



(f) To the extent that coverage or benefits under Subsection (c), (d), or (e) results in
taxable income to the Executive, the Executive acknowledges and agrees that the Executive is fully
responsible for the tax effect of the provision of such coverage or benefits.



(g) All outstanding Company stock options, to the extent not previously vested and
exercisable, shall become vested and exercisable upon the Executive’s Termination of Employment.



(h) If payments to the Executive pursuant to this Agreement would result in total Parachute
Payments to the Executive, whether or not made pursuant to this Agreement, with a value (as
determined pursuant to Code Section 280G and the guidance thereunder) equal to or greater than one
hundred percent (100%) of the Parachute Payment Limit, the provisions of Section 9 shall apply as
if set out in this Section 8.



(i) Notwithstanding the preceding provisions of this Section, if the Executive is a “specified
employee” within the meaning of Code Section 409A(a)(2)(B)(i), to the extent required by such Code
Section, payments otherwise required by this Section shall be delayed to the earliest date on which
such payments are permitted and shall be paid in a lump sum on the first day following the date
that is six months following the Executive’s Termination of Employment or, if earlier, the
Executive’s death. Furthermore, the obligations of the Employing Companies to make payments to the
Executive hereunder are subject to compliance with any applicable provisions of the Federal Deposit
Insurance Corporation regulations found in Part 359 (entitled “Golden Parachute And Indemnification
Payments”) of Title 12 of the Code of Federal Regulations (or any successor provisions).



9. Provisions Relating to Parachute Payments.



(a) If payments and benefits to or for the benefit of the Executive, whether pursuant to this
Agreement or otherwise, would result in total Parachute Payments to the Executive with a value
equal to or greater than one hundred percent (100%) of the Parachute Payment Limit, the amount
payable to the Executive, shall be reduced so that the value of all Parachute Payments to the
Executive, whether or not made pursuant to this Agreement, is equal to the Parachute Payment Limit
minus One Dollar ($1.00), accomplished by first reducing any amounts payable pursuant to Subsection
7(b) or 8(b), as applicable, and then reducing other amounts of compensation to the extent
necessary; provided that, no such reduction shall be taken if, after reduction for any
applicable federal excise tax imposed on the Executive by Code Section 4999, as well as any
federal, state and local income tax imposed on the Executive with respect to the total Parachute
Payments, the total Parachute Payments accruing to the Executive would be more than the amount of
the total Parachute Payments after (a) taking the reduction described in the first clause of this
sentence, and (b) further reducing such payments by any federal, state and local income taxes
imposed on the Executive with respect to the total Parachute Payments.  The Company agrees to
undertake such reasonable efforts as it may determine in its sole discretion to prevent any payment
or benefit under this Agreement (or any portion thereof) from constituting an Excess Parachute
Payment.



(b) The amount of Parachute Payments and the Parachute Payment Limit shall be determined as
provided in this Subsection (b). The Company shall direct its independent auditor (“Auditor”) or
such other accounting firm experienced in such calculations and acceptable to the Executive to
determine whether any Parachute Payments exceed the Parachute Payment Limit and the amount of any
adjustment required by Subsection (a). The Company shall promptly give the Executive notice of the
Auditor’s determination. All reasonable determinations made by the Auditor under this Subsection
shall be binding on the Employing Companies and the Executive and shall be made within thirty (30)
days after the Executive’s Termination of Employment.



10. Termination of Employment by the Company for Cause, Unacceptable Performance,
Disability, or Death.



(a) The Company may cause a Termination of the Executive’s Employment for Unacceptable
Performance or Disability at any time before a Change in Control. To do so, the Board must provide
the Executive with a notice of termination specifying the Termination Date and either the specific
act(s) or failure(s) constituting Unacceptable Performance or the circumstances constituting
Disability. If the Board’s notice identifies an act or failure constituting Unacceptable
Performance that is subject to correction under the definition of Unacceptable Performance and
related definitions in this Agreement, the notice shall also specify the period during which the
act or failure must be corrected. If the Board determines that the Executive has not corrected the
act or failure in all material respects within the required correction period, the Board must then
provide a second notice of termination stating the reasons for the termination and the Termination
Date, and the Executive’s Employment shall Terminate on such date.



(b) The Company may cause a Termination of the Executive’s Employment for Cause or Disability
at any time concurrent with or after a Change in Control. To do so, the Board must provide the
Executive with a notice of termination specifying the Termination Date and either the specific
act(s) or failure(s) constituting Cause or the circumstances constituting Disability. If the
Board’s notice identifies an act or failure constituting Cause, it shall be accompanied by a
resolution duly adopted by not less than three-quarters (3/4) of the entire membership of the Board
(after reasonable notice to the Executive and an opportunity for the Executive, together with
his/her counsel, to be heard by the Board), finding, in the reasonable opinion of the Board, that
one or more of the events of Cause listed above has occurred and specifying the details thereof.
If the act or failure constituting Cause is subject to correction under the definition of Cause and
related definitions in this Agreement, the notice shall also specify the period during which the
act or failure must be corrected. If the Board determines that the Executive has not corrected the
act or failure in all material respects within the required correction period, the Board must then
provide a second notice of termination stating the reasons for the termination and the Termination
Date, and the Executive’s Employment shall Terminate on such date.



(c) If the Executive dies before his/her Termination of Employment, his/her employment shall
terminate automatically on the date of his/her death.



(d) In the case of a Termination of Employment pursuant to this Section, the Executive shall
not be entitled to benefits or payments pursuant to Section 7 or 8.



11. Resignation by Executive for Good Reason. If an event of Good Reason occurs
during the Term, the Executive may, at any time within the ninety (90) day period following such
event, provide the Company with a notice of termination specifying the event of Good Reason and
notifying the Company of his/her intention to Terminate his/her Employment upon the Employing
Companies’ failure to correct the event of Good Reason within thirty (30) days following receipt of
the Executive’s notice of termination. If the Employing Companies fail to correct the event of
Good Reason and provide the Executive with notice of such correction within such thirty (30) day
period, the Executive’s Employment shall Terminate as of the end of such period, and the Executive
shall be entitled to benefits as provided in Section 6 and Section 7 or 8, as applicable.



12. Withholding and Taxes. The Employing Companies may withhold from any payment made
hereunder (i) any taxes that the Employing Companies reasonably determine are required to be
withheld under federal, state, or local tax laws or regulations, and (ii) any other amounts that
the Employing Companies are authorized to withhold. Except for employment taxes that are the
obligation of the Employing Companies, the Executive shall pay all federal, state, local, and other
taxes (including, without limitation, interest, fines, and penalties) imposed on him/her under
applicable law by virtue of or relating to the payments and/or benefits contemplated by this
Agreement, subject to any reimbursement provisions of this Agreement.



13. Use and Disclosure of Confidential Information.



(a) The Executive acknowledges and agrees that (i) by virtue of his/her employment, he/she
will be given access to, and will help analyze, formulate or otherwise use, Confidential
Information, (ii) the Employer has devoted (and will devote) substantial time, money, and effort to
develop Confidential Information and maintain the proprietary and confidential nature thereof, and
(iii) Confidential Information is proprietary and confidential and, if any Confidential Information
were disclosed or became known by persons engaging in a business in any way competitive with the
Company’s Business, such disclosure would result in hardship, loss, irreparable injury, and damage
to the Employer, the measurement of which would be difficult, if not impossible, to determine.
Accordingly, the Executive agrees that the preservation and protection of Confidential Information
is an essential part of his/her duties of employment and that, as a result of his/her employment
with the Employing Companies, he/she has a duty of fidelity, loyalty, and trust to the Employing
Companies in safeguarding Confidential Information. The Executive further agrees that he/she will
use his/her best efforts, exercise utmost diligence, and take all steps necessary to protect and
safeguard Confidential Information, whether such information derives from the Executive, other
employees of the Employer, Customers, Prospective Customers, or vendors or suppliers of the
Employer, and that he/she will not, directly or indirectly, use, disclose, distribute, or
disseminate to any other person or entity or otherwise employ Confidential Information, either for
his/her own benefit or for the benefit of another, except as required in the ordinary course of
his/her employment by the Employing Companies. The Executive shall follow all Employing Company
policies and procedures to protect all Confidential Information and shall take any additional
precautions necessary under the circumstances to preserve and protect against the prohibited use or
disclosure of any Confidential Information.



(b) The confidentiality obligations contained in this Agreement shall continue as long as
Confidential Information remains confidential (except that the obligations shall continue, if
Confidential Information loses its confidential nature through improper use or disclosure,
including but not limited to any breach of this Agreement) and shall survive the termination of
this Agreement and/or termination of the Executive’s employment with the Employing Companies.



(c) From time to time, the Employer may, for its own benefit, choose to place certain
Confidential Information in the public domain. The fact that Confidential Information may be made
available to the public in a limited form and under limited circumstances does not change the
confidential and proprietary nature of such information, and does not release the Executive from
his/her obligations with respect to such Confidential Information.



1



14. Ownership of Documents and Return of Materials At Termination of Employment.



(a) Any and all documents, records, and copies thereof, including but not limited to hard
copies or copies stored digitally or electronically, pertaining to or including Confidential
Information (collectively, “Company Documents”) that are made or received by the Executive during
his/her employment shall be deemed to be property of the Employer. The Executive shall use Company
Documents and information contained therein only in the course of his/her employment for the
Employing Companies and for no other purpose. The Executive shall not use or disclose any Company
Documents to anyone except as authorized in the course of his/her employment and in furtherance of
the Company’s Business.



(b) Upon Termination of Employment, the Executive shall immediately deliver to the Employing
Companies (with or without request) all Company Documents and all other Employer property in the
Executive’s possession or under his/her custody or control.



15. Non-Solicitation of Customers and Employees. The Executive agrees that during the
Term and for a period of two (2) years following the Termination of the Executive’s Employment, the
Executive shall not, directly or indirectly, individually or jointly, (i) solicit in any manner,
seek to obtain or service, or accept the business of any Customer for any product or service of the
type offered by the Employer or competitive with the Company’s Business, (ii) solicit in any
manner, seek to obtain or service, or accept the business of any Prospective Customer for any
product or service of the type offered by the Employer or otherwise competitive with the Company’s
Business, (iii) request or advise any Customer, Prospective Customer, or supplier of the Employer
to terminate, reduce, limit, or change its business or relationship with the Employer, or (iv)
induce, request, or attempt to influence any employee of the Employer to terminate his/her
employment with the Employer.



16. Covenant Not to Compete. The Executive hereby understands and acknowledges that,
by virtue of his/her position with the Employing Companies, he/she has obtained advantageous
familiarity and personal contacts with Customers and Prospective Customers, wherever located, and
the business, operations, and affairs of the Employer. Accordingly, during the term of this
Agreement and for a period of two (2) years following the termination of his/her employment, the
Executive shall not, directly or indirectly:



(a) as owner, officer, director, stockholder, investor, proprietor, organizer, employee,
agent, representative, consultant, independent contractor, or otherwise, engage in the same trade
or business as the Company’s Business, in the same or similar capacity as the Executive worked for
the Employing Companies, or in such capacity as would cause the actual or threatened use of the
Employer’s trade secrets and/or Confidential Information; provided, however, that this Subsection
shall not restrict the Executive from acquiring, as a passive investment, less than five percent
(5%) of the outstanding securities of any class of an entity that are listed on a national
securities exchange or actively traded in the over-the-counter market. The Executive acknowledges
and agrees that, given the level of trust and responsibility given to him/her while in the
Employing Companies’ employ, and the level and depth of trade secrets and Confidential Information
entrusted to him/her, any immediately subsequent (i.e. within two (2) years) employment with a
competitor to the Company’s Business would result in the inevitable use or disclosure of the
Employer’s trade secrets and Confidential Information and, therefore, this two (2) year restriction
is reasonable and necessary to protect against such inevitable disclosure; or



(b) offer to provide employment or work of any kind (whether such employment is with the
Executive or any other business or enterprise), either on a full-time or part-time or consulting
basis, to any person who then currently is, or who within two (2) years preceding such offer or
provision of employment has been, an employee of the Employer.



The restrictions on the activities of the Executive contained in this Section shall be limited to
the following geographical areas:



(c) within a fifteen (15) mile radius of each banking center location operated by the Employer
on the Executive’s Termination Date;



(d) within each county in which a banking center location is operated by the Employer on the
Executive’s Termination Date;



(e) within a fifty (50) mile radius of Company’s corporate headquarters address in Evansville,
Indiana;



(f) within each city, town, and county in which the Employer began expansion or acquisition
planning or efforts during the Executive’s employment with the Employing Companies, and about which
Executive gained knowledge of Confidential Information or bore responsibility for expanding the
Company’s Business;



17. Remedies. The Executive agrees that the Company will suffer irreparable damage
and injury and will not have an adequate remedy at law if the Executive breaches any provision of
the Restrictive Covenants. Accordingly, if the Executive breaches or threatens or attempts to
breach the Restrictive Covenants, in addition to all other available remedies, the Company shall be
entitled to seek injunctive relief, and no or minimal bond or other security shall be required in
connection therewith. The Executive acknowledges and agrees that in the event of termination of
this Agreement for any reason whatsoever, the Executive can obtain employment not competitive with
the Company’s Business (or, if competitive, outside of the geographic and customer-specific scope
described herein) and that the issuance of an injunction to enforce the provisions of the
Restrictive Covenants shall not prevent the Executive from earning a livelihood. The Restrictive
Covenants are essential terms and conditions to the Company entering into this Agreement, and they
shall be construed as independent of any other provision in this Agreement or of any other
agreement between the Executive and the Company. The existence of any claim or cause of action
that the Executive has against the Company, whether predicated on this Agreement or otherwise,
shall not constitute a defense to the enforcement by the Company of the Restrictive Covenants.



18. Periods of Noncompliance and Reasonableness of Periods. The Restrictive Covenants
described in Sections 15 and 16 shall be deemed not to run during all periods of noncompliance, the
intention of the parties being to have such restrictions and covenants apply for the full periods
specified in Sections 15 and 16 following Termination of the Executive’s Employment. The Company
and the Executive acknowledge and agree that the restrictions and covenants contained in Sections
15 and 16 are reasonable in view of the nature of the Company’s Business and the Executive’s
advantageous knowledge of and familiarity with the Company’s Business, operations, affairs, and
Customers. Notwithstanding anything contained herein to the contrary, if the scope of any
restriction or covenant contained in Sections 15 and 16 is found by a court of competent
jurisdiction to be too broad to permit enforcement of such restriction or covenant to its full
extent, then such restriction or covenant shall be enforced to the maximum extent permitted by law.
The parties hereby acknowledge and agree that a court of competent jurisdiction shall invoke and
exercise the blue pencil doctrine to the fullest extent permitted by law to enforce this Agreement.



19. Release. For and in consideration of the foregoing covenants and promises made by
the Company, and the performance of such covenants and promises, the sufficiency of which is hereby
acknowledged, the Executive agrees to release the Employer and all other persons named in the
Release from any and all causes of action that the Executive has or may have against the Employer
or any such person before the effective date of the Release, other than a breach of this Agreement.
The Release shall be substantially in the form attached hereto as Exhibit I. The Company shall
provide the Release to the Executive as soon as practicable upon his/her Termination of Employment.
THE EXECUTIVE’S RIGHT TO BENEFITS HEREUNDER SHALL BE CONTINGENT ON HIS SIGNING AND NOT REVOKING THE
RELEASE AS PROVIDED IN THE RELEASE WITHIN TWENTY-TWO DAYS AFTER RECEIVING IT.



20. Reimbursement of Certain Costs.



(a) If, during the life of the Executive and for a five (5) year period following his/her
death, the Company brings a cause of action to enforce the Restrictive Covenants or to recover
damages caused by the Executive’s breach of the Restrictive Covenants, the substantially prevailing
party in such action shall be entitled to reasonable costs and expenses (including, without
limitation, reasonable attorneys’ fees, expert witness fees, and disbursements) in connection with
such action.



(b) If, during the life of the Executive and for a five (5) year period following his/her
death, a dispute arises regarding the Executive’s rights hereunder, and the Executive obtains a
final judgment in his/her favor from a court of competent jurisdiction with respect to such
dispute, all reasonable costs and expenses (including, without limitation, reasonable attorneys’
fees, expert witness fees, and disbursements) incurred by the Executive in connection with such
dispute or in otherwise pursuing a claim based on a breach of this Agreement, shall be paid by the
Company.



(c) Any reimbursement by the Company pursuant to this Section shall be subject to compliance
with applicable provisions of the Federal Deposit Insurance Corporation regulations found in Part
359 (entitled “Golden Parachute and Indemnification Payments”) of Title 12 of the Code of Federal
Regulations (or any successor provisions).



(d) Notwithstanding anything to the contrary in the foregoing, any reimbursements or in-kind
benefits provided under this Agreement that are subject to Code Section 409A shall be made in
compliance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and any reimbursements shall be made
no later than the end of the Executive’s taxable year following the Executive’s taxable year in
which the expense was incurred. In addition, the amounts eligible for reimbursement, or in-kind
benefits to be provided, during any one taxable year under this Agreement may not affect the
expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year
under this Agreement and any right to reimbursement or in-kind benefits is not subject to
liquidation or exchange for another benefit.



21. No Reliance. The Executive represents and acknowledges that in executing this
Agreement, the Executive does not rely and has not relied upon any representation or statement by
the Company and its agents, other than statements contained in this Agreement.



22. Miscellaneous Provisions.



(a) Further Assurances. Each of the parties hereto shall do, execute, acknowledge,
and deliver or cause to be done, executed, acknowledged, and delivered at any time and from time to
time upon the request of any other party hereto, all such further acts, documents, and instruments
as may be reasonably required to effect any of the transactions contemplated by this Agreement.



(b) Binding Effect; Assignment. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns; provided, however, that
neither party hereto may assign this Agreement without the prior written consent of the other
party. Notwithstanding the foregoing, this Agreement may be assigned without the prior consent of
the Executive to a successor of the Company (and the Executive hereby consents to the assignment of
the Restrictive Covenants under this Agreement to a purchaser of all or substantially all of the
assets of the Company or a transferee, by merger or otherwise, of all or substantially all of the
businesses and assets of the Company) and, upon the Executive’s death, this Agreement shall inure
to the benefit of and be enforceable by the Executive’s executors, administrators, representatives,
heirs, distributees, devisees, and legatees and all amounts payable hereunder shall be paid to such
persons or the estate of the Executive.



(c) Waiver; Amendment. No provision or obligation of this Agreement may be waived or
discharged unless such waiver or discharge is agreed to in writing and signed by the Chairman of
the Board of Directors and the Executive. The waiver by any party hereto of a breach of or
noncompliance with any provision of this Agreement shall not operate or be construed as a
continuing waiver or a waiver of any other or later breach or noncompliance. Except as expressly
provided otherwise herein, this Agreement may be amended or supplemented only by a written
agreement executed by the Chairman of the Board of Directors and the Executive.



(d) Headings. The headings in this Agreement have been inserted solely for ease of
reference and shall not be considered in the interpretation or enforcement of this Agreement.



(e) Severability. All provisions of this Agreement are severable from one another,
and the unenforceability or invalidity of any provision hereof shall not affect the validity or
enforceability of the remaining provisions.



(f) Notice. Any notice, request, instruction, or other document to be given hereunder
to any party shall be in writing and delivered by hand, registered or certified United States mail,
return receipt requested, or other form of receipted delivery, with all expenses of delivery
prepaid, as follows:



	 	 	 
	If to the Executive:
	 	If to the Company:

	James A. Sandgren

1059 Jefferson Court

Newburgh, IN 47630
	 	Old National Bancorp

Post Office Box 718

Evansville, IN 47705

ATTENTION: General Counsel







or to such other address as either party hereto may have furnished to the other in writing in
accordance with the preceding.



(g) No Counterparts. This Agreement may not be executed in counterparts.



(h) Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This Agreement shall be
governed by and construed in accordance with the laws of the State of Indiana, without reference to
the choice of law principles or rules thereof. The parties hereto irrevocably consent to the
jurisdiction and venue of the state courts for the State of Indiana located in Evansville, Indiana,
or the United States District Court for the Southern District of Indiana, Evansville Division,
located in Vanderburgh County, Indiana, and agree that all actions, proceedings, litigation,
disputes, or claims relating to or arising out of this Agreement shall be brought and tried only in
such courts. The Company, in its sole discretion, may, however, bring an action against the
Executive in any court where jurisdiction over the Executive may be obtained. EACH OF THE PARTIES
EXPRESSLY WAIVES ANY RIGHTS TO A JURY TRIAL THAT IT MAY OTHERWISE HAVE IN ANY COURT WITH RESPECT TO
THIS AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAW.



(i) Entire Agreement. This Agreement constitutes the entire and sole agreement
between the Employer and the Executive with respect to the Executive’s employment or the
termination thereof, and there are no other agreements or understandings either written or oral
with respect thereto. The parties agree that any and all prior severance and/or change of control
agreements between the parties have been terminated and are of no further force or effect.



(j) Rules of Interpretation. In interpreting this Agreement, the following rules
shall apply:




(1) The rule of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement.




(2) Words used in the singular shall be construed to include the plural, where
appropriate, and vice versa, and words used in the masculine shall be construed to include
the feminine, where appropriate, and vice versa.




(3) It is the intention and purpose of the Company, Employing Company, Employer and
the Executive that this Agreement shall be, at all relevant times, in compliance with (or
exempt from) Code Section 409A and all other applicable laws, and this Agreement shall be so
interpreted and administered.  In addition to the general amendment rights of the Company,
Employing Company and Employer with respect to the Agreement, the Company, Employing
Company, and Employer specifically retain the unilateral right (but not the obligation) to
make, prospectively or retroactively, any amendment to this Agreement or any related
document as they deem necessary or desirable to more fully address issues in connection with
compliance with (or exemption from) Code Section 409A and such other laws.  In no event,
however, shall this section or any other provisions of this Agreement be construed to
require the Company, Employing Company or Employer to provide any gross-up for the tax
consequences of any provisions of, or payments under, this Agreement and the Company,
Employing Company and Employer shall have no responsibility for tax or legal consequences to
the Executive (or his beneficiary) resulting from the terms or operation of this Agreement.
Also, in accordance with Code Section 409A, if the Executive is entitled to a distribution
within a period following an event as permitted by Code Section 409A, the Executive will
have no right to designate the taxable year of payment.




(4) Except as provided in the preceding provisions of this Subsection, this Agreement
shall be construed in accordance with the internal laws of the State of Indiana, without
regard to conflict of law principles.



23. Review and Consultation. The Company and the Executive hereby acknowledge and
agree that each (i) has read this Agreement in its entirety prior to executing it, (ii) understands
the provisions and effects of this Agreement, (iii) has consulted with such attorneys, accountants,
and financial and other advisors as it or he/she has deemed appropriate in connection with their
respective execution of this Agreement, and (iv) has executed this Agreement voluntarily. THE
EXECUTIVE HEREBY UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT THIS AGREEMENT HAS BEEN PREPARED BY
COUNSEL FOR THE COMPANY AND THAT THE EXECUTIVE HAS NOT RECEIVED ANY ADVICE, COUNSEL, OR
RECOMMENDATION WITH RESPECT TO THIS AGREEMENT FROM THE COMPANY OR ITS COUNSEL.



EXECUTIVE



      


James A. Sandgren



Date:       



OLD NATIONAL BANCORP



By:       

Robert G. Jones, Chairman of the Board

of Directors




Date:       



2



APPENDIX A

DEFINED TERMS




For purposes of this Agreement, the following terms shall have the meanings specified below:



“Bank” means Old National Bank, the Company’s principal subsidiary, and any successor to all
or substantially all of its business.



“Board” or “Board of Directors” means the Company’s Board of Directors or the committee of the
Board authorized to act of the Board’s behalf.



“Cause” means any of the following:




(1) the Executive’s act or failure to act constituting willful misconduct or gross
negligence that is materially injurious to the Employer or its reputation;




(2) the Executive’s willful and material failure to perform the duties of his/her
employment (except in the case of a Termination of Employment for Good Reason or on account
of the Executive’s physical or mental inability to perform such duties) and the failure to
correct such failure within five (5) days after receiving notice from the Board of Directors
specifying such failure in detail;




(3) the Executive’s willful and material violation of the Employing Companies’ code of
ethics or written harassment policies;




(4) the requirement or direction of a federal or state regulatory agency having
jurisdiction over the Company that the Executive’s employment be terminated;




(5) the Executive’s arrest or indictment for (i) a felony or (ii) a lesser criminal
offense involving dishonesty, breach of trust, or moral turpitude; or




(6) the Executive’s intentional breach of a material term, condition, or covenant of
this Agreement and the failure to correct such violation within five (5) days after receipt
of written notice from the Board of Directors specifying such breach in detail.



For purposes of this definition, no act or failure to act shall be considered “willful,” if the
Executive acted or failed to act either (i) in good faith or (ii) with a reasonable belief that
his/her act or failure to act was not opposed to the Employer’s best interests.



“Change in Control” means the first occurrence of any of the following events:




(1) the acquisition by any person (within the meaning of Section 13(d) of the
Securities Exchange Act of 1934 (“Act”)), other than the Company, a subsidiary, and any
employee benefit plan of the Company or a subsidiary, of twenty-five percent 25%) or more of
the combined voting power entitled to vote generally in the election of the directors of the
Company’s then outstanding voting securities;




(2) the persons who were serving as the members of the Board of Directors immediately
prior to the commencement of a proxy contest relating to the election of directors or a
tender or exchange offer for voting securities of the Company (“Incumbent Directors”) shall
cease to constitute at least a majority of the Board of Directors (or the board of directors
of any successor to the Company) at any time within one year of the election of directors as
a result of such contest or the purchase or exchange of voting securities of the Company
pursuant to such offer, provided that any director elected to the Board of Directors, or
nominated for election, by a majority of the Incumbent Directors then still in office and
whose nomination or election was not made at the request or direction of the person(s)
initiating such contest or making such offer shall be deemed to be an Incumbent Director for
purposes of this subsection (2);




(3) consummation of a merger, reorganization, or consolidation of the Company, as a
result of which persons who were shareholders of the Company immediately prior to such
merger, reorganization, or consolidation do not, immediately thereafter, own, directly or
indirectly and in substantially the same proportions as their ownership of the stock of the
Company immediately prior to the merger, reorganization, or consolidation, more than fifty
percent (50%) of the combined voting power entitled to vote generally in the election of
directors of (i) the merged, reorganized, or consolidated company or (ii) an entity that,
directly or indirectly, owns more than fifty percent (50%) of the combined voting power
entitled to vote generally in the election of directors of the company described in clause
(i);




(4) a sale, transfer, or other disposition of all or substantially all of the assets of
the Company, which is consummated and immediately following which the persons who were
shareholders of the Company immediately prior to such sale, transfer, or disposition, do not
own, directly or indirectly and in substantially the same proportions as their ownership of
the stock of the Company immediately prior to the sale, transfer, or disposition, more than
fifty percent (50%) of the combined voting power entitled to vote generally in the election
of directors of (i) the entity or entities to which such assets are sold or transferred or
(ii) an entity that, directly or indirectly, owns more than fifty percent (50%) of the
combined voting power entitled to vote generally in the election of directors of the
entities described in clause (i); or




(5) the shareholders of the Company approve a liquidation of the Company.



“Change of Control Date” means the date on which a Change of Control occurs.



“COBRA” refers to the group health plan continuation requirements in Sections 601 through 607
of the Employee Retirement Income Security Act of 1974, as amended.



“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules
and regulations promulgated thereunder.



“Company” means Old National Bancorp and any successor to all or substantially all of its
business.



“Company’s Business” means, collectively, the products and services provided by the Employer,
including the following:




(1) community banking, including lending activities (including individual loans
consisting primarily of home equity lines of credit, residential real estate loans, and/or
consumer loans, and commercial loans, including lines of credit, real estate loans, letters
of credit, and lease financing) and depository activities (including noninterest-bearing
demand, NOW, savings and money market, and time deposits), debit and ATM cards, merchant
cash management, internet banking, and other general banking services;




(2) investment and brokerage services, including a full array of investment options and
investment advice;




(3) treasury segment, including investment management, wholesale funding, interest rate
risk, liquidity and leverage management, capital markets products (including interest rate
derivatives, foreign exchange, and industrial revenue bond financing);




(4) wealth management, including fiduciary and trust services, fee-based asset
management, and mutual fund management; and




(5) insurance agency services, including full-service insurance brokerage services,
such as commercial property and casualty, surety, loss control services, employee benefits
consulting and administration, and personal insurance.



“Compensation” means, as of the Termination Date, the Executive’s annual base salary then in
effect, plus the targeted cash incentive that the Executive would have been eligible to receive in
the year in which the Termination Date occurs (regardless of whether the cash incentive plan is
then in effect). For purposes of the preceding sentence, any reduction in the Executive’s annual
base salary or targeted cash incentive that is an event of Good Reason shall be disregarded.



“Confidential Information” means the following:




(1) materials, records, documents, data, statistics, studies, plans, writings, and
information (whether in handwritten, printed, digital, or electronic form) relating to the
Company’s Business that are not generally known or available to the Company’s business,
trade, or industry or to individuals who work therein other than through a breach of this
Agreement, or




(2) trade secrets of the Employer (as defined in Indiana Code §24-2-3-2, as amended, or
any successor statute).



Confidential Information includes, but is not limited to: (i) information about the Employer’s
employees; (ii) information about the Employer’s compensation policies, structure, and
implementation; (iii) hardware, software, and computer programs and technology used by Employer;
(iv) Customer and Prospective Customer identities, lists, and databases, including private
information related to customer history, loan activity, account balances, and financial
information; (v) strategic, operating, and marketing plans; (vi) lists and databases and other
information related to the Employer’s vendors; (vii) policies, procedures, practices, and plans
related to pricing of products and services; and (viii) information related to the Employer’s
acquisition and divestiture strategy. Information or documents that are generally available or
accessible to the public shall be deemed Confidential Information, if the information is retrieved,
gathered, assembled, or maintained by the Employer in a manner not available to the public or for a
purpose beneficial to the Employer.



“Customer” means a person or entity who is a customer of the Employer at the time of the
Executive’s Termination of Employment or with whom the Executive had direct contact on behalf of
the Employing Companies at any time during the period of the Executive’s employment with the
Employing Companies.



“Disability” means that the Executive is disabled within the meaning of the long-term
disability policy of the Employing Companies, as in effect on the earlier of the Termination Date
or the Change of Control Date. Termination of the Executive’s Employment on account of Disability
shall not affect his/her eligibility for benefits under any disability policy or program of the
Employer.



“Employer” means the Company and any other employer that is treated as a single employer with
the Company pursuant to Code Section 414(b), (c), or (m).



“Employing Company” means the Company or the Bank.



“Excess Parachute Payment” has the meaning given to such term in Code Section 280G(b)(1).



“Good Reason” means, for purposes of Section 7, any of the following without the express
written consent of the Executive:




(1) a material reduction in the Executive’s duties, responsibilities, or status with
the Employing Companies;




(2) a reduction in the Executive’s base compensation or failure to include the
Executive with other similarly situated employees in any incentive, bonus, or benefit plans
as may be offered by the Employing Companies from time to time;




(3) a change in the primary location at which the Executive is required perform the
duties of his/her employment to a location that is more than fifty (50) miles from the
location at which his/her office is located on the effective date of this Agreement; or




(4) the Company’s material breach of this Agreement.



“Good Reason” means, for purposes of Section 8, any of the following, without the express
written consent of the Executive, during the two (2) year period beginning on the Change of Control
Date:




(1) assignment to the Executive of any duties materially inconsistent with his/her
positions, duties, responsibilities, or status with the Employing Companies immediately
before the Change of Control Date;




(2) a substantial reduction of the Executive’s duties or responsibilities, or any
removal of the Executive from, or any failure to re-elect the Executive to, any positions
held by the Executive immediately before the Change in Control Date;




(3) a reduction by the Employing Companies in the compensation or benefits of the
Executive in effect immediately before the Change in Control Date, or any failure to include
the Executive, at a level equal to or better than any other senior executive of an Employing
Company, in any incentive, bonus, or benefit plan covering one or more senior executives of
the Employing Companies;




(4) a reduction in the Executive’s total compensation opportunity;




(5) a change in the primary location at which the Executive is required perform the
duties of his/her employment to a location that is more than fifty (50) miles from the
location at which his/her office is located immediately before the Change of Control Date
(disregarding any change in location in anticipation of the Change of Control); or




(6) the Company’s material breach of this Agreement.



“Parachute Payment” has the meaning give to such term in Code Section 280G(b)(2)(a)(i).



“Parachute Payment Limit” means three (3) times the base amount, as defined by Code Section
280G(b)(3).



“Prospective Customer” means a person or entity who was the direct target of sales or
marketing activity by the Executive or whom the Executive knew was a target of the Employer’s sales
or marketing activities during the one year period preceding the Executive’s Termination of
Employment.



“Release” means the release referred to in Section 19.



“Restrictive Covenants” means the restrictions contained in Sections 13, 14, 15, and 16.



“Term” means the term of this Agreement, including any extensions thereof, as determined
pursuant to Section 2.



“Termination Date” means the date of the Executive’s Termination of Employment.



“Termination of Employment,” and capitalized forms and derivations thereof, means the
Executive’s “separation from service” within the meaning of Code Section 409A.



“Unacceptable Performance” means any of the following:




(1) the Executive’s act or failure to act constituting willful misconduct or gross
negligence that is materially injurious to the Employer or its reputation;




(2) the Executive’s material failure to perform the duties of his/her employment
(except in the case of a Termination of Employment for Good Reason or on account of the
Executive’s physical or mental inability to perform such duties) and the failure to correct
such failure within a reasonable period after receiving written notice from the Board of
Directors describing such failure in detail;




(3) the Executive’s violation of any code of ethics or business conduct or written
harassment policies of the Employing Companies that continues after the Board has provided
notice to the Executive that the continuation of such conduct will result in Termination of
the Executive’s Employment;




(4) the requirement or direction of a federal or state regulatory agency having
jurisdiction over the Company that the Executive be removed from his/her position or the
institution by such an agency of a formal enforcement proceeding against the Company or the
Executive specifically naming the Executive as a person with substantial involvement in the
acts (or omissions) that are the subject of such proceeding, and seeking that the Executive
cease and desist from such acts (or omissions) in connection with his/her duties or seeking
civil money penalties as a result of his/her past acts (or omissions);




(5) the Executive’s arrest or indictment for (i) a felony or (ii) a lesser criminal
offense involving dishonesty, breach of trust, or moral turpitude; or




(6) the Executive’s breach of a material term, condition, or covenant of this Agreement
and the failure to correct such breach promptly following receipt of written notice from the
Board of Directors describing such breach in detail.



“Weekly Pay” means the Executive’s Compensation divided by fifty-two (52).



EXHIBIT I

RELEASE OF ALL CLAIMS




FOR VALUABLE CONSIDERATION, including the payment to the Executive of certain severance
benefits, the Executive hereby makes this Release of All Claims (“Release”) in favor of Old
National Bancorp (including all subsidiaries and affiliates) (“Company”) and its agents as set
forth herein.



1. The Executive releases, waives and discharges the Company and its agents (as defined below)
from all claims, whether known or unknown, arising out of the Executive’s employment relationship
with the Company, the termination of that relationship, and all other events, incidents, or actions
occurring before the date on which this Release is signed; provided, however, this Release shall
not apply to any claim based on the Company’s breach of Section 6 of the Employment Agreement.
Claims released herein include, but are not limited to, discrimination claims based on age, race,
sex, religion, national origin, disability, veteran status, or any other employment claim,
including claims arising under The Civil Rights Act of 1866, 42 U.S.C. § 1981; Title VII of the
Civil Rights Act of 1964; the Americans with Disabilities Act; the Age Discrimination in Employment
Act of 1967; the Federal Rehabilitation Act of 1973; the Older Workers’ Benefits Protection Act;
the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; the Family and
Medical Leave Act (to the extent that FMLA claims may be released under governing law), the Indiana
Civil Rights Act, the Indiana Wage Payment and Wage Claims Acts, any Federal or State wage and hour
laws and all other similar Federal or State statutes; and any and all tort or contract claims,
including, but not limited to, breach of contract, breach of good faith and fair dealing,
infliction of emotional distress, defamation, or wrongful termination or discharge.



2. The Executive further acknowledges that the Company has advised the Executive to consult
with an attorney of the Executive’s own choosing and that the Executive has had ample time and
adequate opportunity to thoroughly discuss all aspects of this Release with legal counsel prior to
executing this Release.



3. The Executive agrees that the Executive is signing this Release of his/her own free will
and is not signing under duress.



4. In the event the Executive is forty (40) years of age or older, the Executive acknowledges
that the Executive has been given a period of twenty-one (21) days to review and consider a draft
of this Release in substantially the form of the copy now being executed and has carefully
considered the terms of this Release. The Executive understands that the Executive may use as much
or all of the twenty-one (21) day period as the Executive wishes prior to signing, and the
Executive has done so.



5. In the event the Executive is forty (40) years of age or older, the Executive has been
advised and understands that the Executive may revoke this Release within seven (7) days after
acceptance. ANY REVOCATION MUST BE IN WRITING AND HAND-DELIVERED TO:




Old National Bancorp


Attn: General Counsel


One Main Street


Evansville, IN 47708



NO LATER THAN BY CLOSE OF BUSINESS ON THE SEVENTH (7TH) DAY FOLLOWING THE DATE OF
EXECUTION OF THIS RELEASE.



6. The “Company and its agents,” as used in this Release, means the Company, its subsidiaries,
affiliated or related corporations or associations, their predecessors, successors, and assigns,
and the directors, officers, managers, supervisors, employees, representatives, servants, agents,
and attorneys of the entities above described, and all persons acting, through, under or in concert
with any of them.



7. The Executive agrees to refrain from making any disparaging remarks concerning the Company
or its agents. The Company agrees to refrain from providing any information to third parties other
than confirming dates of employment and job title, unless the Executive gives the Company written
authorization to release other information or as otherwise required by law. With respect to the
Company, this restriction pertains only to official communications made by the Company’s directors
and/or officers and not to unauthorized communications by the Company’s employees or agent. This
restriction will not bar the Company from disclosing the Release as a defense or bar to any claim
made by the Executive in derogation of this Release.



PLEASE READ CAREFULLY BEFORE SIGNING. EXCEPT AS EXPRESSLY PROVIDED IN PARAGRAPH 1 ABOVE, THIS
RELEASE CONTAINS A RELEASE AND DISCHARGE OF ALL KNOWN AND UNKNOWN CLAIMS AGAINST THE COMPANY AND
ITS AGENTS EXCEPT THOSE RELATING TO THE ENFORCEMENT OF THIS RELEASE OR THOSE ARISING AFTER THE
EFFECTIVE DATE OF THIS RELEASE.




3