Exhibit 10.6 Agrmt Between C. T. Murrell/First Fin



 



EXHIBIT 10.6


CONFIDENTIAL



April 30, 2001


C. Thomas Murrell, III

10946 Allenhurst Blvd., East

Cincinnati, OH 45241



Dear Mr. Murrell:


     You are employed by First Financial Bancorp (“FFBC”) in a key executive
position. Continuity of the management of FFBC and its affiliate banks is a
critical factor in the continued success of FFBC. The Board of Directors of
FFBC believes it is in the best interest of FFBC to encourage the continued
effort and dedication of key members of management to their assigned duties.


     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 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. Notwithstanding the
foregoing, neither your termination of employment nor anything contained
in this Agreement shall have any adverse effect upon your rights under
any tax-qualified “pension benefit plan,” as such term is defined in the
Employee



 






 






C. Thomas Murrell, III

April 30, 2001

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	 	 	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 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, in the position of Senior Vice President and Chief Lending
Officer or in a position that is comparable 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 first 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 for a one-(1) year term on the first anniversary of the
Commencement Date and a term of a minimum of two (2) years (with a
provision of severance pay of two (2) years) on the second 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.



 






 






C. Thomas Murrell, III

April 30, 2001

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	4.	 	Termination of Employment.
	 
	 	 	Your employment may be terminated in accordance with any of the following
paragraphs:




	 	(a)	 	Involuntary Termination. FFBC may terminate your employment
without cause. Upon your date of termination without cause, 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 a willful engaging in gross
misconduct materially and demonstrably injurious to FFBC. “Willful”
means an act or omission in bad faith and without reasonable belief
that such act or omission was in, or not opposed to, the best
interests of FFBC. 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 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) which is not comparable to your present position in
compensation, responsibility or status 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 FFBC, or its successor, to renew the
term of this Agreement for any reason, prior to your reaching your
normal retirement date under the FFBC Pension Benefit Plan; or (v)
changes in your Employment Benefits in violation of Section 2. Upon
the date of your voluntary termination for Good Reason, 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.




	5.	 	Special Severance Benefits.
	 
	 	 	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



 






 






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April 30, 2001

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	 	 	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
twelve (12) 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 1.0 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)	 	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
last day of active employment;
	 
	 	(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 last day of
active employment;
	 
	 	(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 possession of any motor vehicle provided
to you by FFBC.
	 



	 	(d)	 	you shall qualify for full COBRA health benefit continuation
coverage upon the expiration of your Severance Pay Period;
	 
	 	(e)	 	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.



 






 






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April 30, 2001

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	 	 	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 such 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, as amended from time to time, except
as hereinafter provided:




	 	(a)	 	FFBC shall pay the arbitrator’s fee and a court reporter’s
attendance 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;



 






 






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	 	(e)	 	The arbitrator shall be appointed in accordance with Rule 12
of the above-referenced Rules of the American Arbitration
Association as in effect from time to time, 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, 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.



 






 






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April 30, 2001

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	9.	 	Conflicts of Interest.
	 
	 	 	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 other than as
set forth in Section 4(b), 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



 






 






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April 30, 2001

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	 	 	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.




	 	 	 	 
	 	 	
Sincerely yours,
	 	 	 	 
	 	 	
FIRST FINANCIAL BANCORP
	 	 	 	 
	 	 	
By:     	 
	 	 	 	

	ACCEPTED AND AGREED TO

THIS           DAY OF APRIL, 2001.	 	 	 
	 	 	 	 
	
	 	 	 
	C. Thomas Murrell, III