EX-10.21



 






EXHIBIT 10.21




CONFIDENTIAL




July 28, 2003




Rex A. Hockemeyer

President and Chief Executive Officer

First Financial Bancorp Service Corporation

4400 Lewis Street

Middletown, Ohio 45044



     Re: Renewal Employment Agreement



Dear Rex:




     This letter is intended to set forth the terms of a new and revised agreement concerning your
employment with First Financial Bancorp and First Financial Bancorp Service Corporation, a wholly
owned subsidiary of First Financial Bancorp, (hereinafter collectively “FFBC”) in the position of
President and Chief Executive Officer of First Financial Bancorp Service Corporation.



     In consideration of the mutual promises contained in this letter, FFBC shall provide to you,
and you shall receive from FFBC, the benefits set forth in this letter (“Agreement”), if your
employment with FFBC, or its affiliate corporations or banks, is terminated during the term of this
Agreement.



1. Purpose.





This Agreement establishes certain basic terms and conditions relating to your employment
with FFBC, and special arrangements and dispute resolution proceedings relating to the
termination of your employment for any reason other than: (i) your retirement; (ii) your
becoming totally and permanently disabled under the FFBC long-term disability plan or
policy; or (iii) your death. This Agreement supersedes all prior agreements with FFBC and
any of its affiliate banks or any predecessor businesses, except the Confidentiality
Agreement concurrently entered, or previously entered, between you and FFBC, and the special
severance benefits provided under this Agreement are to be provided instead of any other
severance arrangements offered by FFBC or its affiliate banks. Notwithstanding the
foregoing, neither your termination of employment nor anything contained in this Agreement
shall have any affect upon your rights under any tax-qualified “pension benefit plan,” as
such term is defined in the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”); or under any “welfare benefit plan” as defined in ERISA, including by way of
illustration and not limitation, any medical surgical or hospitalization benefit coverage or
long-term disability benefit coverage; or under any non-qualified deferred compensation



 









 





Rex A. Hockemeyer

July 28, 2003

Page 2




arrangement, including by way of illustration and not limitation, any stock incentive plan
or non-qualified pension plan; or under the FFBC Performance Incentive Plan for any
completed plan year.



2. Employment.





FFBC agrees that, during the term of this Agreement, you will be employed with FFBC, and any
other direct or indirect subsidiary or affiliate of FFBC to which you may be transferred, in
your present position or in a position that is comparable to your present position in
compensation, responsibility and stature and for which you are suited by education and
background and that:




	 	(a)  	you are, and will continue to be, eligible to participate in any employee
benefit plan of FFBC in accordance with its terms; and
	 
	 	(b)  	you will be entitled to the same treatment under any generally applicable
employment policy or practice as any other member of Executive Management Group whose
position in the organization is comparable to yours.






Those plans, policies and practices that generally apply to other members of the Executive
Management Group will be referred to in this Agreement as your “Employment Benefits.” Your
Employment Benefits may be modified from time to time after the date hereof without
violation of this Agreement if the changes apply generally to other members of the Executive
Management Group.



3. Term of Agreement.





This Agreement shall become effective on the date of this Agreement (“Commencement Date”)
and shall continue in effect through the earlier of (i) the third anniversary of the
Commencement Date; (ii) the date of your retirement, death or total and permanent
disability; or (iii) the completion of full payment of all benefits promised hereunder.
Absent your death, total and permanent disability or retirement, this Agreement shall be
renewed annually from and after the third anniversary of the Commencement Date unless
written notice to the contrary is given by you or by FFBC at least six (6) months prior to
the expiration of the term, including any extension thereof.



4. Termination of Employment.





Your employment may be terminated in accordance with any of the following paragraphs, but
only upon one (1) month’s advance written notice (which period shall be referred to in this
Agreement as the “Notice Period”):




	 	(a)  	Involuntary Termination. FFBC may terminate your employment without
cause. In such an event, you shall continue to receive your full salary and Employment




 









 











Rex A. Hockemeyer

July 28, 2003

Page 3




	 	  	Benefits during the Notice Period. The expiration of the Notice Period shall be
your “Date of Termination.” Upon your Date of Termination, you shall be entitled to
those benefits provided under Section 5, provided you give FFBC the release and
covenant not to sue described in Section 5.
	 
	 	(b)  	Involuntary Termination for Cause. FFBC may terminate your employment
for “Cause” with written notice setting forth the Cause for termination. “Cause” means
insubordination, criminal activity or a willful engaging in misconduct materially and
demonstrably injurious to FFBC. “Willful” means a deliberate act or omission made
without reasonable belief that such act or omission was in, or not opposed to, the best
interests of FFBC. The expiration of the Notice Period is your “Date of Termination
for Cause.” Upon your Date of Termination for Cause, you shall only be entitled to
those benefits provided under Section 6.
	 
	 	(c)  	Voluntary Termination. You may voluntarily terminate your employment.
In such an event, you shall continue to receive your full salary and Employment
Benefits during the Notice period provided you satisfactorily perform your duties
during the Notice Period unless relieved of those duties by FFBC. The expiration of
the Notice Period is your “Voluntary Date of Termination.” Upon your Voluntary Date of
Termination, you shall only be entitled to those benefits provided under Section 6.
	 
	 	(d)  	Voluntary Termination for Good Reason. You may terminate your
employment by notice setting forth a Good Reason for termination if the notice is
delivered to FFBC within thirty (30) days following the occurrence of any “Good
Reason.” “Good Reason” means a (i) change in the duties of your position, or the
transfer to a new position, in violation of Section 2; (ii) substantial alteration in
the nature or status of your responsibilities in violation of Section 2; (iii)
reduction in your base salary; (iv) refusal by a successor to FFBC to renew the term of
this Agreement for any reason, prior to your reaching your normal retirement date under
the FFBC Pension Benefit Plan, if such refusal to renew occurs within twelve (12)
months of a Change in Control; or (v) changes in your Employment Benefits in violation
of Section 2. If you give notice of termination for Good Reason, you shall continue to
receive your full base salary and Employment Benefits during the Notice Period as in
effect prior to the event that is the Good Reason for termination, subject to the right
of FFBC to make any changes to your Employment Benefits permitted in accordance with
Section 2. The expiration of the Notice Period is your “Date of Termination.” Upon
your Date of Termination, you shall be entitled to those benefits provided under
Section 5, provided you give FFBC the written release and covenant not to sue described
in Section 5.





5. Special Severance Benefits.




 









 








Rex A. Hockemeyer

July 28, 2003

Page 4




If your employment with FFBC is involuntarily terminated in accordance with Section 4(a) or
you voluntarily terminate your employment for Good Reason in accordance with Section 4(d)
and you provide FFBC with a separate, written release and covenant not to sue (on a form
provided by and satisfactory to FFBC) which releases FFBC from all claims arising from your
employment and termination of your employment, and you do not revoke this release and
covenant not to sue, then you shall receive the following benefits, less any applicable
withholding required for federal, state or local taxes:




	 	(a)  	your base salary shall be continued in effect for a period of twenty-four (24)
months from your Date of Termination (hereinafter called your “Severance Pay Period”);
	 
	 	(b)  	if, prior to your Date of Termination, you have participated in the FFBC
Performance Incentive Plan for a complete calendar year, you will receive an incentive
compensation payment within thirty (30) days of your Date of Termination in one
lump-sum in an amount equal to 2.0 times the percentage of the incentive payment made
or required to be made for the calendar year pursuant to the Performance Incentive Plan
immediately preceding the calendar year in which your Date of Termination occurs;
	 
	 	(c)  	if your Date of Termination is within twelve (12) months after a Change in
Control, you will receive a payment within thirty (30) days of your Date of Termination
in one lump-sum in an amount equal to the total of the following:






	 	(i)  	respect to any shares of Stock subject to an Option granted to
you as of the time of the Change in Control under the First Financial Bancorp
1991 Stock Incentive Plan (the “Incentive Plan”) that you cannot exercise as a
result of your termination of employment, the difference between the fair
market value of such Stock, determined as of your Date of Termination, and the
Option Price.
	 
	 	(ii)  	With respect to any Restricted Stock granted to you under the
Incentive Plan as of the time of the Change in Control which you forfeit as a
result of your termination of employment, the fair market value of such
Restricted Stock, determined as of your Date of Termination and as if all
restrictions had been removed.
	 
	 	(iii)  	For purposes of this Section 5, “Stock,” “Options,” “Option
Price,” “Restricted Stock” and “Committee” will have the meaning given those
terms in the Incentive Plan, and your right to exercise Options or to receive
Restricted Stock without forfeiture will be determined after any adjustments
made by the Committee under Sections 8.8 and 11.1 of the Incentive Plan, and
after any amendments made to the Incentive Plan in connection with the Change
in Control.




 









 











Rex A. Hockemeyer

July 28, 2003

Page 5




	 	(iv)  	For purposes of this Section 5 and Section 4(d), “Change in
Control” will have the following meaning: (a) a plan has been approved by the
shareholders of FFBC and consummated for FFBC to be merged or consolidated with
another corporation and as a result of such merger or consolidation less than
75% of the outstanding voting securities of the surviving or resulting
corporation will be owned in the aggregate by the former shareholders of FFBC
as the same shall have existed immediately prior to such merger or
consolidation; (b) an agreement for the sale by FFBC of substantially all of
its assets to another corporation which is not a wholly owned subsidiary has
been approved by the shareholders (or the Board of Directors or appropriate
officers if shareholder approval is not required) and consummated; (c)
“beneficial ownership” as defined in Rule 13d-3 promulgated under the
Securities Exchange Act of 1934 (the “Exchange Act”) of twenty percent (20%) or
more of the total voting capital stock of FFBC then issued and outstanding has
been acquired by any person or “group” as defined in Section 13(d)(3) of the
Exchange Act; or (d) individuals who were members of the Board of FFBC
immediately prior to a meeting of the shareholders of FFBC involving a contest
for the election of directors do not constitute a majority of the Board
immediately following such election, unless the election of such new directors
was recommended to the shareholders by the management of FFBC. The Board of
FFBC has final authority to determine the exact date on which a Change in
Control has occurred under the foregoing definitions.






	 	(d)  	your Employment Benefits shall be continued during your Severance Pay Period,
subject to the right of FFBC to make any changes to your Employment Benefits permitted
in accordance with Section 2; provided, however, that you shall not:






	 	(i)  	accumulate vacation pay for periods after your Date of
Termination;
	 
	 	(ii)  	first qualify for long-term disability benefits or sickness and
accident plan benefits by reason of an illness, accident or disability
occurring, or a sickness or illness first manifesting itself, after your Date
of Termination;
	 
	 	(iii)  	be eligible to continue to make contributions to any Internal
Revenue Code § 401(k) plan maintained by FFBC or qualify for a share of any
employer contribution made to any tax-qualified defined contribution plan;
	 
	 	(iv)  	be eligible to accumulate service for pension plan purposes; or
	 
	 	(v)  	retain any personal property (motor vehicle, computer, etc.)
provided to you by FFBC.






	 	(e)  	you shall qualify for full COBRA health benefit continuation coverage upon the




 









 











Rex A. Hockemeyer

July 28, 2003

Page 6




	 	  	expiration of your Severance Pay Period;
	 
	 	(f)  	you shall be entitled to full executive outplacement assistance with an agency
selected by FFBC with the fee paid by FFBC in an amount not to exceed five percent (5%)
of your annual base salary;
	 
	 	(g)  	with respect to the Endorsement Method Split Dollar Plan Agreement (the “Split
Dollar Agreement”) to which you are a party (and solely for purposes of the Split
Dollar Agreement), the duration of your Severance Pay Period shall be considered as if
it were active employment for purposes of determining whether you were eligible to
receive a retirement benefit under the early retirement provisions of First Financial
Bancorp Employees’ Pension Plan, as provided in Section VI(B) of the Split Dollar
Agreement; and
	 
	 	(h)  	If your Date of Termination is within twelve (12) months after a Change in
Control, and provided that you either elect to have that Policy described in your Split
Dollar Agreement assigned to you as specified in Section IX of the Split Dollar
Agreement or you consent to the termination of your rights under the Split Dollar
Agreement, you will receive a payment (the “Split Dollar Payment”) within ninety (90)
days of your Date of Termination in one lump-sum equal to the present value of the
death benefit you would have received under the Split Dollar Agreement, determined as
if your last day of work was your Date of Termination, were then eligible to receive a
retirement benefit under the early, normal, late, or disability retirement provisions
of First Financial Bancorp Employees’ Pension Plan (whether or not this is actually the
case), and died at age 75 when the Split Dollar Agreement was still in effect. For
purposes of this Section 5, present value will be determined using a discount rate
based upon the effective U.S. Treasury securities rate for the applicable discount
period (the number reached by subtracting your age at Date of Termination from 75), not
to exceed 10 years. Notwithstanding the prior two sentences, if you elect to receive
an assignment of the policy under Section IX of the Split Dollar Agreement, the Split
Dollar Payment shall be applied to the cash payment to FFBC required under Section IX
of the Split Dollar Agreement, and any portion of the Split Dollar Payment in excess of
the amount required under Section IX shall be paid to you. The provisions of this
Paragraph (h) will apply whether or not your Split Dollar Agreement is terminated
before you receive the Split Dollar Payment.
	 
	 	(i)  	Notwithstanding any other provision of this Agreement, if the receipt of any
payment under Section 5 of this Agreement, in combination with any other payments to
you from FFBC or its affiliates, shall, in the opinion of independent tax counsel of
recognized standing selected by FFBC, result in the payment by you of any excise tax
provided for in Section 280G and Section 4999 of the Internal Revenue Code, then the
amount of payments under Section 5 of this Agreement shall be reduced to the extent
required, in the opinion of independent tax counsel, to prevent the imposition of such
excise tax. The reduction of





 









 










Rex A. Hockemeyer

July 28, 2003

Page 7




payments under this Agreement shall be made after any reduction made under Section
11.2 of the First Financial Bancorp 1991 Stock Incentive Plan and you will have the
right to select the order in which payments under this Section 5 will be reduced.




The release and covenant not to sue which you agree to provide prior to the receipt of
special severance benefits under this Section 5 of this Agreement shall comply with the
requirements of the Older Workers Benefit Protection Act and applicable state and federal
laws and regulations. If you do not provide FFBC with a written release and covenant not to
sue, any claims concerning this Agreement or otherwise arising from your employment with
FFBC, or its affiliate banks, shall be subject to final and binding arbitration as described
in Section 7.



6. Benefits Upon Voluntary Termination or Termination for Cause.





Upon your Date of Termination for Cause in accordance with Section 4(b) or your Voluntary
Date of Termination in accordance with Section 4(c), all special severance benefits under
this Agreement will be void. In such an event, you shall be eligible for any benefits
provided in accordance with the plans and practices of FFBC that are applicable to employees
generally.



     7. Arbitration.




Any dispute under this Agreement, and any claims of wrongful or discriminatory termination
based on any state or federal statute, tort, public policy, contract or promissory estoppel
theory, including any dispute as to the cause or reason for termination, shall be submitted
to final and binding arbitration, subject to the National Rules for the Resolution of
Employment Disputes of the American Arbitration Association, effective June 1, 1997, except
as hereinafter provided:




	 	(a)  	FFBC shall pay the arbitrator’s fee;
	 
	 	(b)  	Each party shall bear the cost of its own attorney’s fees. However, if you
prevail in a challenge to FFBC’s determination as to cause for your termination or if
you prevail on any claim that you were discriminated against in violation of any
federal law or statute, you shall be reimbursed by FFBC for the filing fee and any
reasonable costs or expenses incurred in such a challenge, including reasonable
attorney’s fees;
	 
	 	(c)  	The arbitration hearing shall be held in Hamilton, Ohio, unless the parties
mutually agree to another location;
	 
	 	(d)  	Each party shall exchange documents to be utilized as exhibits in the
arbitration hearing and each party shall be limited to two (2) pre-hearing depositions
of two (2) hours each, unless the arbitrator orders additional discovery;




 









 











Rex A. Hockemeyer

July 28, 2003

Page 8




	 	(e)  	The arbitrator shall be appointed in accordance with Rule 12 of the
above-referenced Rules of the American Arbitration Association, except that if, for any
reason, an arbitrator cannot be selected by the process described in Rule 12, subparts
(i) through (iii), the American Arbitration Association shall submit the names of seven
(7) additional arbitrators from its Roster and the parties shall select the arbitrator
by alternately striking names with the party requesting arbitration first striking; and
	 
	 	(f)  	Either party shall be entitled to an injunction or other appropriate equitable
relief to enforce the arbitration provisions of this Agreement and FFBC shall be
entitled to an injunction to prevent any breach, pending arbitration, of the
Confidentiality Agreement described below in paragraph 8 or the Covenant Not to Compete
described below in paragraph 10.





     It is the intention of the parties to avoid litigation in any court of all claims
concerning this Agreement, or otherwise arising from your employment with FFBC, or its
affiliate bank, and that all such claims will be subject to this arbitration agreement.
Neither party shall commence or pursue any litigation on any claim that is or was the
subject of arbitration under this Agreement. Each party agrees that this agreement to
arbitrate and the arbitration award are enforceable under and subject to the Federal
Arbitration Act, 9 U.S.C. § I, et seq. (“FAA”). If the FAA is held not to apply for any
reason and the law of the state in which you are employed recognizes the enforceability of
this Agreement and the arbitration award, then this Agreement and the arbitration award are
enforceable under the laws of the state in which you are employed. Both parties consent
that judgment upon the arbitration award may be entered in any federal or state court that
has jurisdiction. The acceptance of any benefit under this Agreement shall be deemed
ratification of this agreement to arbitrate claims. In the event you breach this Agreement
by filing a lawsuit, at the time your lawsuit is filed, you will return any Special
Severance Benefits paid to you and be subject to injunctive relief enforcing this Agreement.



8. Confidentiality.





You will not disclose to any person or use for the benefit of yourself or any other person
any confidential or proprietary information of FFBC without the prior written consent of the
Chief Executive Officer of FFBC. Upon your termination of employment, you will return to
FFBC all written or electronically stored memoranda, notes, plans, customer lists, records,
reports or other documents of any kind or description (including all copies in any form
whatsoever) relating to the business of FFBC and fully comply with any separate
confidentiality agreement to which you and FFBC are parties.



9. Conflicts of Interest.




 









 








Rex A. Hockemeyer

July 28, 2003

Page 9




You agree for so long as you are employed by FFBC to avoid dealings and situations that
would create the potential for a conflict of interest with FFBC. In this regard, you agree
to comply with the FFBC policy regarding conflicts of interest and all applicable state or
federal regulations concerning conflicts of interest applicable to commercial bank or
savings bank officers.



10. Covenant Not to Compete.





During the term of your employment, and for a period of six (6) months following the
termination of your employment for any reason, you agree not to be employed by, serve as
officer or director of, consultant to or advisor to any business that engages either
directly or indirectly in commercial banking, savings banking or mortgage lending in the
geographic area of Ohio, Indiana, Michigan or Kentucky or which is reasonably likely to
engage in such businesses in the same geographic area during the six (6) month period
following your termination of employment.



11. Notice.





Notices required or permitted under this Agreement shall be in writing and shall be deemed
to have been given when delivered or mailed by United States certified mail, return receipt
requested, postage prepaid, in a properly addressed envelope. Notices to FFBC shall be
addressed to the Chief Executive Officer.



12. Modification; Waiver; Successors.





No provision of this Agreement may be waived, modified or discharged except pursuant to a
written instrument signed by you and the Chief Executive Officer of FFBC. This Agreement is
binding upon any successor to all or substantially all of the business or assets of FFBC.



13. Validity; Counterparts.





This Agreement shall be governed by and construed under the law of the State of Ohio. The
validity or unenforceability of any provision hereof shall not affect the validity or
enforceability of any other provision hereof. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.



 









 





Rex A. Hockemeyer

July 28, 2003

Page 10



	 	 	 	 	 
	 	 	Sincerely yours,
	 
	 	 	 	 
	 	 	FIRST FINANCIAL BANCORP SERVICE
	 	 	CORPORATION
	 
	 	 	 	 
	

	 	By:
	 	 
	ACCEPTED AND AGREED TO

THIS  1st  DAY OF  October , 2003.
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Rex A. Hockemeyer