EX-10.22



 






EXHIBIT 10.22




SEPARATION AGREEMENT,

WAIVER OF AND RELEASE OF ALL CLAIMS AND

COVENANT NOT TO SUE




     This Separation Agreement, Waiver of and Release of All Claims and Covenant Not to Sue
(hereinafter “Agreement”), is made this 9th day of December, 2004, by and between James C. Hall,
including any of his heirs, agents and assigns (hereinafter collectively referred to as “Hall”) and
First Financial Bancorp, including any of its assigns, successors, affiliated corporate entities,
board members, officers, owners, employees, former employees, former directors and former officers
and insurers, predecessor organizations or other entities affiliated with FFBC (hereinafter
collectively called “FFBC”).



     WHEREAS, FFBC has decided to eliminate the position of Executive Vice President currently held
by Hall; and



     WHEREAS, Hall is a party to an employment agreement and amendment thereto with FFBC
(hereinafter “Employment Agreement”) and the parties have agreed to treat Hall’s termination for
purposes of entitlement to compensation and benefits as an involuntary termination without cause
pursuant to Section 4(a) of the Employment Agreement and FFBC agrees that it shall not at any time
in the future, assert any claim that Hall’s termination was “for cause”; and



     WHEREAS, the parties desire to resolve all issues related to Hall’s employment with FFBC and
the termination of his employment with FFBC and resolve any issues related to the Employment
Agreement and the amendment thereto; and



 









 





     NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as
follows:



     1. Hall: (i) hereby is terminated as Executive Vice President of FFBC effective November 29,
2004; (ii) hereby promises, covenants and agrees not to file any lawsuit relating in any way to his
employment or the termination of his employment with FFBC, or their successors, including claims of
race, national origin, ancestry, handicap, disability, religion, sex and age discrimination,
retaliation arising under the Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§
2000 et seq., the Employee Retirement Income Security Act (ERISA), 29 U.S.C. §§
1001 et seq., the Rehabilitation Act of 1973, 29 U.S.C. §§ 701 et
seq., the Reconstruction Era Civil Rights Acts, as amended, 42 U.S.C. §§ 1981 et
seq., the Americans with Disabilities Act, 42 U.S.C. §§ 12101 et seq., the
Family and Medical Leave Act, 29 U.S.C. §§ 2601 et seq., the Age Discrimination in
Employment Act (ADEA), 29 U.S.C. §§ 621 et seq., Chapter 4112 of the Ohio Revised
Code, any similar or related employment discrimination statute, claims for breach of contract
(other than this Agreement), violation of public policy, Sarbanes-Oxley Act, promissory estoppel,
wrongful termination, defamation, “Whistleblower” protection, other tort claims, or any other
claims, which have been, could be or could have been asserted as of the date of this Agreement by
Hall, or on his behalf, in any forum arising out of or connected with his employment with FFBC, and
from all liability whatsoever, whether now known or unknown; (iii) hereby agrees to return the
motor vehicle supplied by FFBC on or before December 31, 2004; and (iv) hereby waives any right to
payment of attorneys’ fees and costs which may have been incurred by him.



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     2. In exchange for the promises and releases of Hall, FFBC agrees to make payments to Hall and
provide benefits to Hall in accordance with the terms of paragraph 5 of the Employment Agreement in
letter form dated June 21, 2001, and the Amendment to that Employment Agreement in letter form,
dated May 7, 2003. The payments and benefits to Hall are the following: (i) continuation of his
current base salary of Two Hundred Sixty Thousand, Seven Hundred Twenty Eight Dollars ($260,728)
per year to and including November 28, 2006 (the first check will be mailed or deposited on the
first regular pay period, which occurs 10 or more days after the execution of this Agreement by
Hall and will include pay for any pay period between November 29, 2004 and the then current pay
period); (ii) payment of a lump-sum payment of Thirty Thousand, Eighty Two Dollars ($30,082) (an
amount equal to two (2.0) times Hall’s most recent payment under the performance incentive plan);
(iii) continuation of employer paid health benefits, as if employed, (e.g., subject to Hall’s
contribution) until November 31, 2006; (iv) a lump sum payment of Thirteen Thousand, Thirty-Six
Dollars and 40/100 ($13,036.40) in lieu of outplacement services; (v) a lump sum payment of $3,500
for tax preparation services; and (vi) permit Hall to continue to use the motor vehicle assigned to
him until December 31, 2004. The payments required by Section 2, subsections (ii), (iv) and (v)
shall be mailed January 3, 2005. In addition, Hall may exercise any unexercised vested stock
options under the terms of the FFBC 1999 Stock Incentive Plan within three (3) months of the date
of his termination and will, in the future, receive pension benefits in accordance with the terms
of the FFBC Retirement Plan.



     3. FFBC agrees that it will not contest any claim for unemployment benefits filed by Hall.
Hall acknowledges that the Ohio Department of Job and Family Services would likely find



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that his entitlement to unemployment benefits would be offset by severance pay during the
period of time Hall is receiving severance pay from FFBC.




     4. Hall acknowledges that absent providing this written release and covenant not to sue to
FFBC, he would not be eligible for the compensation and benefits described above in paragraph 2,
subsection (i) through subsection (vi).



     5. The parties to the Agreement agree they are bound by the arbitration provision set forth in
paragraph 7 of the Employment Agreement dated June 21, 2001, in interpreting any disputes
concerning the Agreement or otherwise arising from Hall’s employment with FFBC.



     6. The parties agree that if any prospective employers request Hall to provide a reference
from FFBC, Hall will direct the party requesting the reference to Regina P. Brackett at FFBC and
Regina P. Brackett will provide information consistent with the agreed departure statement attached
hereto as Exhibit A.



     7. Hall acknowledges he is bound by the provisions concerning confidentiality and a covenant
not to compete for a six month time period (commencing November 29, 2004, and ending May 29, 2005)
set forth in paragraph 8 and 10 of the Employment Agreement dated June 21, 2001.



     8. Hall agrees that he understands his rights and has been advised to discuss this Agreement
with his attorney and that he understands this Agreement and enters into this Agreement
voluntarily.



     9. Hall acknowledges that he has been given at least twenty-one (21) days to consider this
Agreement and that he may revoke the portion of this Agreement relating to claims under the ADEA
within seven (7) days after signing it by providing FFBC with a written notice



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of revocation. A written notice of revocation must be directed in writing by certified mail
to Charles D. Lefferson, Senior Vice President, First Financial Bancorp, Third & High Streets,
Hamilton, Ohio 45011.




     10. HALL, BY SIGNING THIS AGREEMENT, HAS WAIVED ALL CLAIMS AGAINST FFBC, EXCEPT TO THE
COMPENSATION AND BENEFITS HE IS ENTITLED TO UNDER THE EMPLOYMENT AGREEMENT DATED JUNE 21, 2001, THE
AMENDMENT THERETO DATED MAY 7, 2003, AND THIS AGREEMENT, INCLUDING ALL CLAIMS TO EMPLOYMENT,
REINSTATEMENT, LOST WAGES AND BENEFITS, AND PAYMENT OF ATTORNEYS’ FEES OR OTHER DAMAGES, AND
CERTIFIES THAT HE ENTERS INTO THIS AGREEMENT KNOWINGLY, VOLUNTARILY AND AFTER HAVING THE
OPPORTUNITY TO CONSULT WITH COUNSEL AND TO REVIEW THIS DOCUMENT IN ITS ENTIRETY.



	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 
	James C. Hall

	 	Date
	 	Witness
	 	Date
	 
	 	 	 	 	 	 
	FIRST FINANCIAL BANCORP	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	      	 	 
	     C. Douglas Lefferson

	 	Date
	 	Witness
	 	Date
	     Senior Vice President and
	 	 	 	 	 	 
	     Chief Financial Officer
	 	 	 	 	 	 






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Exhibit A




DEPARTURE STATEMENT OF

James C. Hall




     Jim attained positions of ever-increasing authority during his tenure at FFBC. As EVP of Home
Federal Bank, he spearheaded efforts that helped dramatically increase profitability and reduced
non-performing assets. As President of Fidelity Federal Savings Bank, he focused on business
development efforts, helping grow the organization in total footings by 50 percent in 2 1/2 years.
As President of Sand Ridge Bank, he coordinated implementation of FFBC procedures and methods in
this new affiliate. As EVP of FFBC, he coordinated branch expansion activities, led non-interest
expense reduction initiatives, and implemented numerous affiliate programs. As the result of a
restructuring, his position at FFBC was eliminated.




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