EXHIBIT 10.5
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement is entered between Xxxxxxx X.
Xxxxxxxxx and First Financial Bancorp, effective as of the date of signing by
the undersigned executive, under the following circumstances:
G. Certain changes in the FFBC Split Dollar Life Insurance
Program and interest rates make it desirable for parties to
amend and clarify paragraph 5(h) of the employment agreement
in letter form, entered between the parties on or about August
4, 2000 (hereinafter "Employment Agreement").
H. The parties desire to reduce their agreement to amend their
Employment Agreement to writing.
NOW, THEREFORE, the parties agree to the following amendment in
consideration of continued employment and other valuable consideration:
7. Section 5(h) of the Employment Agreement is amended as
follows:
(k) 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.
8. All of the terms of the Employment Agreement will remain in
effect.
FIRST FINANCIAL BANCORP:
By: /s/ Xxxxx X. Xxxxxxxx 5/9/03
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Name Date
Senior Vice President
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Title
EXECUTIVE:
/s/ Xxxxxxx X. Xxxxxxxxx 5/23/03
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Xxxxxxx X. Xxxxxxxxx Date
