Common use of Change in Control; Voluntary Termination Clause in Contracts

Change in Control; Voluntary Termination. Notwithstanding any other provision of this Agreement to the contrary, the Employee may voluntarily terminate his employment under this Agreement within twelve (12) months following a Change in Control of the Bank or First Financial Corporation, as defined in paragraph (a)(4) of this Section 10, and the Employee shall thereupon be entitled to receive the payment described in Sections 10(a)(1), (2) and (3) of this Agreement, within thirty (30) days following the occurrence of any of the following events, which has not been consented to in advance by the Employee in writing. However, during such thirty (30) day period, the Bank shall not allow the Employee's participation in any Employee Benefits to lapse and shall continue to provide the Employee with the Automobile Benefits described in Section 4(d), reimbursement or payment of professional and club dues, and the cost of the Employee's continuing legal education requirements. (i) the requirement that the Employee perform his principal executive functions more than thirty (30) miles from his Terre Haute, Indiana office. (ii) a reduction of 10% or more in the Employee's base salary as in effect on the date of the Change in Control or as the same may be changed by mutual agreement from time to time, unless part of an institution-wide reduction and similar to the reduction in the base salary of all other executive officers of the Bank; (iii) the removal of the Employee from participation in any incentive (including, but not limited to, the LTIP) or performance-based compensation plans or bonus plans unless the Bank terminates participation in the plan or plans with respect to all other executive officers of the Bank; (iv) the failure by the Bank to continue to provide the Employee with the base salary, bonuses or benefits provided for under Sections 4(a), (c), (d) and (e) of this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under those Sections or under any benefit plan or program in which the Employee now or hereafter becomes eligible to participate, or the taking of any action by the Bank which would directly or indirectly reduce any such benefits or deprive the Employee of any such benefit enjoyed by him, unless part of an institution-wide reduction and applied similarly to all other executive officers of the Bank; (v) the assignment to the Employee of duties and responsibilities materially different from those normally associated with his position as referenced in Section 1; (vi) a failure to elect or re-elect the Employee to the Board or a failure on the part of First Financial Corporation or its successor to honor any obligation to nominate Employee to the Board of Directors of First Financial Corporation or its successor; (vii) a material diminution or reduction in the Employee's responsibilities or authority (including reporting responsibilities) in connection with his employment with the Bank; or (viii) a material reduction in the secretarial or administrative support of the Employee.

Change in Control; Voluntary Termination. Notwithstanding any other provision of this Agreement to the contrary, the Employee may voluntarily terminate his employment under this Agreement within twelve (12) 12 months following a Change in Control of the Bank or First Financial Corporation, as defined in paragraph (a)(4) of this Section 10subsection 10(a)(4), and the Employee shall thereupon be entitled to receive the payment described in Sections subsections 10(a)(1), (2) and (3) of this Agreement, within thirty (30) 30 days following the occurrence of any of the following events, which has not been consented to in advance by the Employee in writing. However, during During such thirty (30) -day period, the Bank shall not allow the Employee's ’s participation in any Employee Benefits to lapse and shall continue to provide the Employee with the Automobile Benefits described in Section subsection 4(d), reimbursement or payment of professional and club dues, and the cost of the Employee's ’s continuing legal education requirementsrequirements as described in subsection 4(c). In the event subsection 8(h) applies at the time of the Employee’s termination, the six-month suspension period shall not prevent the Employee from continuing to receive reimbursement of health insurance premiums for himself, his spouse and child living in the Employee’s household, Medicare supplement insurance and life insurance (all as described in subsection 4(b)) immediately following his termination of employment, without regard to the six-month suspension applicable to cash payments and other benefit amounts. (i) the The requirement that the Employee perform his principal executive functions more than thirty (30) 30 miles from his Terre Haute, Indiana office. (ii) a A reduction of 10% ten percent or more in the Employee's ’s base salary as in effect on the date of the Change in Control or as the same may be changed by mutual agreement from time to time, unless part of an institution-wide reduction and similar to the reduction in the base salary of all other executive officers of the Bank; (iii) the The removal of the Employee from participation in any incentive (including, but not limited to, the LTIP) or performance-based compensation plans or bonus plans unless the Bank terminates participation in the plan or plans with respect to all other executive officers of the Bank; (iv) the The failure by the Bank to continue to provide the Employee with the base salary, bonuses or benefits provided for under Sections subsections 4(a), (c), (d) and (e) of this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under those Sections subsections or under any benefit plan or program in which the Employee now or hereafter becomes eligible to participate, or the taking of any action by the Bank which would directly or indirectly reduce any such benefits or deprive the Employee of any such benefit enjoyed by him, unless part of an institution-wide reduction and applied similarly to all other executive officers of the Bank; (v) the The assignment to the Employee of duties and responsibilities materially different from those normally associated with his position as referenced in Section 1; (vi) a A failure to elect or re-elect the Employee to the Board or a failure on the part of First Financial Corporation or its successor to honor any obligation to nominate Employee to the Board of Directors of First Financial Corporation or its successor; (vii) a A material diminution or reduction in the Employee's ’s responsibilities or authority (including reporting responsibilities) in connection with his employment with the Bank; or (viii) a A material reduction in the secretarial or administrative support of the Employee.

Change in Control; Voluntary Termination. Notwithstanding any other provision of this Agreement to the contrary, the Employee may voluntarily terminate his employment under this Agreement within twelve (12) 12 months following a Change in Control of the Bank or First Financial Corporation, as defined in paragraph (a)(4) of this Section 10subsection 10(a)(4), and the Employee shall thereupon be entitled to receive the payment described in Sections subsections 10(a)(1), (2) and (3) of this Agreement, within thirty (30) 30 days following the occurrence of any of the following events, which has not been consented to in advance by the Employee in writing. However, during During such thirty (30) -day period, the Bank shall not allow the Employee's participation in any Employee Benefits to lapse and shall continue to provide the Employee with the Automobile Benefits described in Section subsection 4(d), reimbursement or payment of professional and club dues, and the cost of the Employee's continuing legal education requirementsrequirements as described in subsection 4(c). In the event subsection 8(h) applies at the time of the Employee's termination, the six month suspension period shall not prevent the Employee from continuing to receive reimbursement of health insurance premiums for himself, his spouse and child living in the Employee's household, Medicare supplement insurance and life insurance (as described in subsection 4(b)) immediately following his termination of employment, without regard to the six-month suspension applicable to cash payments and other benefit amounts. (i) the The requirement that the Employee perform his principal executive functions more than thirty (30) 30 miles from his Terre Haute, Indiana office. (ii) a A reduction of 10% ten percent or more in the Employee's base salary as in effect on the date of the Change in Control or as the same may be changed by mutual agreement from time to time, unless part of an institution-wide reduction and similar to the reduction in the base salary of all other executive officers of the Bank; (iii) the The removal of the Employee from participation in any incentive (including, but not limited to, the LTIP) or performance-based compensation plans or bonus plans unless the Bank terminates participation in the plan or plans with respect to all other executive officers of the Bank; (iv) the The failure by the Bank to continue to provide the Employee with the base salary, bonuses or benefits provided for under Sections subsections 4(a), (c), (d) and (e) of this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under those Sections or under any benefit plan or program in which the Employee now or hereafter becomes eligible to participate, or the taking of any action by the Bank which would directly or indirectly reduce any such benefits or deprive the Employee of any such benefit enjoyed by him, unless part of an institution-wide reduction and applied similarly to all other executive officers of the Bank; (v) the The assignment to the Employee of duties and responsibilities materially different from those normally associated with his position as referenced in Section 1; (vi) a A failure to elect or re-elect the Employee to the Board or a failure on the part of First Financial Corporation or its successor to honor any obligation to nominate Employee to the Board of Directors of First Financial Corporation or its successor; (vii) a A material diminution or reduction in the Employee's responsibilities or authority (including reporting responsibilities) in connection with his employment with the Bank; or (viii) a A material reduction in the secretarial or administrative support of the Employee.