Exhibit 10.5 Agrmt Between C. Lefferson/First Fin



 



EXHIBIT 10.5


CONFIDENTIAL

	 	 
	 	August 4, 2000





          


Charles D. Lefferson

First Vice President & Comptroller

First Financial Bancorp

300 High Street

P.O. Box 476

Hamilton, OH 45012



Dear Doug:


     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 or its affiliate banks.
Notwithstanding the foregoing, neither your termination of employment nor
anything contained in this Agreement shall have any adverse effect








 


Charles D. Lefferson

August 4, 2000

Page 2




	 	 	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 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 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 fifth 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 fifth 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.








 


Charles D. Lefferson

August 4, 2000

Page 3




	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 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 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. 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, which is not comparable to your present position
in compensation, responsibility or status 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. If
you give notice of termination for Good Reason, you shall continue
to receive your full base salary and Employment








 


Charles D. Lefferson

August 4, 2000

Page 4



	 	 	 	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.
	 
	 	 	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)	 	With 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.








 


Charles D. Lefferson

August 4, 2000

Page 5



	 	(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.
	 
	 	(iv)	 	For purposes of this Section 5, “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:








 


Charles D. Lefferson

August 4, 2000

Page 6




	 	(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 possession of any motor vehicle provided
to you by FFBC.
	 





	 	(e)	 	you shall qualify for full COBRA health benefit continuation
coverage upon the 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, 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 you had terminated on your Date of Termination, were then
eligible to receive a retirement benefit under the early 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 an annual
discount rate of 7%. Notwithstanding the prior two sentences, if
you elect to receive an assignment of the policy under Section X of
the Split Dollar Agreement, the Split Dollar Payment shall be
applied to the cash payment to FFBC required under Section X of the
Split Dollar Agreement, and any portion of








 


Charles D. Lefferson

August 4, 2000

Page 7




	 	 	 	the Split Dollar Payment
in excess of the amount required under Section X shall be paid to
you. The provisions of this Paragraph (g) 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 that are parachute payments (as defined in Section 280G
of the Internal Revenue Code), shall, in the opinion of independent
tax counsel of recognized standing selected by FFBC, cause you to be
liable for the payment of any excise tax pursuant to Section 280G
and Section 4999 of the Internal Revenue Code, then FFBC will pay to
you an additional amount equal to the amount of such excise tax and
the additional federal, state, and local income taxes for which you
will be liable as a result of this additional payment. Such payment
will be made within 60 days of the date your employment terminates.




	 	 	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








 


Charles D. Lefferson

August 4, 2000

Page 8




	 	 	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;
	 
	 	(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, 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









 


Charles D. Lefferson

August 4, 2000

Page 9




	 	 	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.
	 
	 	 	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.








 


Charles D. Lefferson

August 4, 2000

Page 10




	 	 	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.




	 	 	 	 
	 	 	Sincerely yours, 
	 	 	 	 
	 	 	FIRST FINANCIAL BANCORP 
	 	 	 	 
	 	 	By:	
 
	 	 	 	

	ACCEPTED AND AGREED TO

THIS           DAY OF AUGUST, 2000.	 	 	 
	 	 	 	 
	
	 	 	 
	Charles D. Lefferson