EXHIBIT 10(a)
SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT (the "Agreement") is made and entered into by and
between OLD NATIONAL BANCORP (including all subsidiaries and affiliates) (the
"Company") and XXXXXX X. XXXXX (the "Executive").
WHEREAS, the Company desires to assure continuity of its management, to
enable its executives to devote their full attention to management
responsibilities and to help the Board of Directors assess options and advise as
to the best interest of the Company and its shareholders without being
influenced by the uncertainties of their own situations, and to demonstrate to
executives the interests of the Company in their well-being and fair treatment
in the event of a termination without cause by the Company; and
WHEREAS, to that end, the Company desires to assure the Executive that he
will receive certain benefits in the case of the Executive's termination without
cause by the Company.
NOW, THEREFORE, in consideration of the premises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Executive and the Company agree as follows:
1. Term. The term of this Agreement shall begin on the date hereof and
shall continue until terminated (the "Term"). This Agreement shall automatically
terminate without notice or payments hereunder if the Executive shall resign,
retire, become permanently and totally disabled, or die, or the Company
experiences a "Change of Control" as defined in the Change of Control Agreement
between the Executive and the Company. Under no circumstance will the Executive
be entitled to benefits under this Agreement and the Change of Control
Agreement. Additionally, this Agreement shall terminate without further notice
or payments hereunder if the Company terminates the Executive for Cause (as
defined in to Section 3(a)(i) hereof).
2. Termination of Employment; Resignation of Officer and Director
Positions. The Executive shall be relieved of any responsibilities with the
Company, and his employment relationship with the Company will cease and
terminate effective upon the Termination Date. The Executive resigns any and all
officer, director and other positions with the Company and its affiliates
effective upon the Termination Date.
3. Severance Benefit. (a) Subject to the receipt of the Release
contemplated by Section 9 hereof and the expiration of any applicable waiting
periods, the Company shall provide the Executive with the benefits set forth in
this Section 3 upon any termination of the Executive's employment by the Company
which occurs during the Term for any reason except the following:
(i) Termination for Cause
"Cause" shall be defined as (A) action by the Executive
involving willful misconduct or gross negligence materially
injurious to the Company, (B) the
requirement or direction of a federal or state regulatory
agency having jurisdiction over the Company, (C) conviction of
the Executive of the commission of any criminal offense
involving dishonesty or breach of trust, or (D) any
intentional breach by the Executive of a material term,
condition or covenant of this Agreement;
(ii) Disability of the Executive, as determined under the policies
and procedures of the Company as in effect from time to time.
Termination pursuant to this Section 3(a)(ii) shall not affect
any rights which the Executive may have under any disability
policy or program of the Company;
(iii) Voluntary retirement of the Executive in accordance with
policies and procedures of the Company in effect from time to
time;
(iv) Resignation or termination of employment by the Executive for
a reason other than set forth in Section 3(b) hereof;
(v) In connection with or following a Change of Control; provided
that the Executive will receive benefits under a change of
control agreement or other similar agreement or plan; or
(vi) Death of the Executive.
(b) Subject to receipt of the Release contemplated by Section 9 hereof
and the expiration of any applicable waiting periods, the Company shall also
provide the Executive with the benefits set forth in this Section 3 if during
the Term the Executive terminates this Agreement after the happening of one or
more of the following events:
(i) Without the express written consent of the Executive, the
assignment of the Executive to any duties materially
inconsistent with his positions, duties, responsibilities, or
status with the Company as of the date hereof or a substantial
reduction of his duties or responsibilities, or any removal of
the Executive from, or any failure to reelect the Executive
to, any positions held by the Executive as of the date hereof;
(ii) A reduction by the Company in the compensation or benefits of
the Executive in effect as of the date hereof, or any failure
to include the Executive to other similarly situated employees
in any incentive, bonus or benefit plans as may be offered by
the Company from time to time; or
(iii) A requirement that without the consent of the Executive, the
Executive be based anywhere other than within fifty (50) miles
from his personal residence, except for required travel
pertaining to the Company's business in accordance with the
Company's management practices in effect from time to time.
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(c) Lump Sum Payment. Following receipt by the Company of the Release
contemplated by Section 9 hereof and the expiration of any applicable waiting
periods, the Company shall pay to the Executive a lump sum single payment, in
cash or cash equivalent funds, equal to the Executive's Week of Pay multiplied
by one hundred four (104). "Week of Pay" means Compensation divided by fifty-two
(52). "Compensation" means, as of the date of the notice of termination, the
Executive's annual base salary then in effect, plus the targeted cash incentive
that the Executive would have been eligible to receive in the year in which the
Termination Date occurs. "Years of Service" means the number of years of
Service. A partial year will be rounded up to the next year. Payment of accrued
vacation at termination does not extend the Executive Employee's Years of
Service. Any lump sum payment hereunder is in addition to monies already owed
the Executive by the Company and is in consideration for the covenants set forth
in this Agreement and the Release hereunder. Any earned but unpaid portion of
the Executive's base salary, at his then-effective annual rate, through the
Termination Date plus any amounts due to the Executive under the accrued
vacation program of the Company due to him through the Termination Date shall be
paid to the Executive in the next payroll check regardless of whether the
Executive delivers the Release.
(d) Other Employee Benefits. Any benefits (other than severance) payable
to the Executive due to the termination of his employment shall be paid to the
Executive in accordance with the benefit payment provisions of the applicable
employee benefit plan.
(e) Country Club and/or Private Club Membership. If the Executive has a
Club membership, of which monthly dues are normally paid by the Company, the
Company's responsibility for monthly club dues will cease at the end of the
month in which the Termination Date occurs. Individual Membership(s) held in the
Executive's name shall continue to be held as a private membership in the
Executive's name. Corporate Memberships may be assigned or transferred to the
Executive, if allowed by the club, at the sole discretion of the Company. If the
Company and the Executive agree to transfer a Corporate Membership to the
Executive, the Executive agrees to pay any and all transfer fees incurred as a
result of the transfer.
(f) Notice of Termination. Any termination of the Executive's employment
for the reasons set forth in Section 3(a) (except for reason of the Executive's
death) or by the Executive for the reasons set forth in Section 3(b) shall be
communicated by written "Notice of Termination" to the other party, delivered in
a manner provided in Section 12(f) hereof. Any "Notice of Termination" given by
the Executive pursuant to Section 3(b), or given by the Company in connection
with a termination as to which the Company believes it is not obligated to
provide the Executive with the benefits set forth in this Section 3, shall
indicate the specific provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for such termination. "Termination Date" for the purposes of this
Agreement shall mean the date on which such "Notice of Termination" is given by
the Executive or the date set forth as the Termination Date in a Notice of
Termination given by the Company.
4. Non-Solicitation. The Executive agrees that during the Term and for
a period of two (2) years following the termination of the Executive's
employment for any reason, the Executive shall not, directly or indirectly
individually or jointly, (i) solicit in any manner, seek to
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obtain or service, or accept the business of any party which is a customer of
the Company as of the date of the Agreement, for banking, trust, insurance and
investment services of the type handled by the Company, (ii) solicit in any
manner, seek to obtain or service, or accept the business of any party which was
a prospective customer of the Company for banking, trust, insurance and
investment services of the type handled by the Company, (iii) request or advise
any customers or suppliers of the Company to terminate, reduce, limit or change
their business or relationship with the Company, or (iv) induce, request or
attempt to influence any employee of the Company to terminate his or her
employment with the Company. For purposes of this Agreement, the term "customer"
shall mean a person or entity who is a customer of the Company at the time of
the Executive's termination of employment or with whom the Executive had direct
contact on behalf of the Company at any time during the period of the
Executive's employment with the Company. The term "prospective customer" shall
mean a person or entity who was the direct target of sales or marketing activity
by the Executive or whom the Executive knew was a target of the Company during
the one (1) year period preceding the Executive's termination of employment or,
in the event the Executive has been employed by the Company less than one (1)
year at the Executive's termination of employment, during the period of the
Executive's employment with the Company.
5. Covenant Not to Compete or be Employed by Competitors. The Executive
hereby understands and acknowledges that, by virtue of his position with the
Company, he obtained advantageous familiarity and personal contacts with the
Company's customers, wherever located, and the business, operations and affairs
of the Company. Accordingly, during the term of this Agreement and for a period
of two (2) years following the termination of the Executive's employment for any
reason, the Executive shall not, directly or indirectly:
(i) as owner, officer, director, stockholder, investor, proprietor,
organizer, or otherwise, engage in the same trade or business as the
Company, or in a trade or business competitive with that of the
Company; provided, however that the Executive is not restricted from
owning more than five percent (5%) of the outstanding securities of
any class of any entity that are listed on a national securities
exchange or trade in the over-the-counter market; or
(ii) as employee, agent, representative, consultant, independent
contractor, or otherwise, perform services for or render assistance
to or use or permit the Executive's name to be used in connection
with any other business, partnership, proprietorship, firm, or
competitive entity, organization, or corporation, which services or
assistance are related to, or competitive with, the same trade,
business, products, or services as those of the Company; or
(iii) offer to provide employment (whether such employment is with the
Executive or any other business or enterprise), either on a
full-time or part-time or consulting basis, to any person who then
currently is, or who within one (1) year prior to such offer or
provision of employment has been, an employee of the Company.
The restrictions contained in this paragraph upon the activities of the
Executive shall be limited to the following geographic areas:
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(i) a fifty (50) mile radius from the following cities: Evansville,
Terre Haute, Indianapolis and Muncie in the State of Indiana;
Louisville and Owensboro in the State of Kentucky; Danville and
Carbondale in the State of Illinois; St. Louis in the State of
Missouri; and Clarksville in the State of Tennessee; and
(ii) all counties in which the Company has customers or has solicited
prospective customers during the one (1) year period prior to the
Termination Date.
As of the date hereof, the Company engages in the business of banking, trust,
insurance and investment services.
6. Confidential Information. (a) The Executive agrees (i) that all
Confidential Information is confidential and is the property of the Company,
(ii) not to disclose or give possession of any Confidential Information to any
person except authorized representatives of the Company, (iii) not to directly
or indirectly use any Confidential Information (A) to compete against the
Company, or (B) for the Executive's own benefit or for the benefit of any person
other than the Company, and (iv) to promptly return to the Company following the
termination of the Executive's employment, at the Company's main office, all
Confidential Information and other property of the Company, including but not
limited to, computers, computer disks, electronic data without regard to the
means of storage, credit cards, identification cards, badges, keys, and any
other physical or personal property belonging to the Company, and any copies,
duplicates, reproductions or excerpts of any of the foregoing, even if down
loaded or copied to the Executive's personal computer, personal data assistant
or other mechanism used for storing information. This Section 6 shall not
preclude the Executive from disclosure or use of information known generally in
the public domain other than through a breach of this Agreement or from
disclosure required by law or court order.
(b) The Executive understands, acknowledges and agrees that, during the
course of his employment with the Company, he gained and will continue to gain,
as a key employee of the Company, substantial information regarding and
competitive knowledge of and familiarity with Confidential Information of the
Company and that if the Confidential Information were disclosed or the Executive
engaged in competition against the Company, the Company would suffer irreparable
damage and injury. The Confidential Information derives substantial economic
value, among other reasons, from not being known or readily ascertainable by
proper means by others who could obtain economic value from its disclosure. The
Executive acknowledges and agrees that the Company uses reasonable means to
maintain the secrecy of the Confidential Information.
(c) For purposes of this Agreement, the term "Confidential Information"
means any and all (a) materials, records, data, documents, writings and
information (whether printed, computerized, on disk or otherwise) relating or
referring in any manner to the business, operations, affairs, policies,
strategies, techniques, products, product developments or customers of the
Company which are not generally known or available to the business, trade or
industry of the Company or individuals who work therein or which are not
otherwise in the public domain, in either case not through a breach of this
Agreement, and (b) trade secrets of the Company (as defined in Indiana Code
24-2-3-2, as amended, or any successor statute).
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7. Remedies. The Executive agrees that the Company will suffer
irreparable damage and injury and will not have an adequate remedy at law in the
event of any breach by the Executive of any provision of the Restrictive
Covenants (as defined below in Section 8 hereof). Accordingly, in the event of a
breach or of a threatened or attempted breach by the Executive of the
Restrictive Covenants, in addition to all other remedies to which the Company is
entitled under law, in equity, or otherwise, the Company shall be entitled to
seek injunctive relief and no bond or other security shall be required in that
connection. The Executive acknowledges and agrees that in the event of
termination of this Agreement for any reason whatsoever, the Executive can
obtain other engagements or employment of a kind and nature similar to that
performed for the Company and that the issuance of an injunction to enforce the
provisions of the Restrictive Covenants will not prevent the Executive from
earning a livelihood. The Restrictive Covenants are essential terms and
conditions to the Company entering into this Agreement, and shall be construed
as independent of any other provision in this Agreement, or any other agreement
between the Executive and the Company. The existence of any claim or cause of
action the Executive has against the Company, whether predicated on this
Agreement or otherwise, shall not constitute a defense to the enforcement by the
Company of the Restrictive Covenants.
8. Periods of Noncompliance and Reasonableness of Periods. The
restrictions and covenants contained in Sections 4 and 5 hereof (the
"Restrictive Covenants") shall be deemed not to run during all periods of
noncompliance, the intention of the parties hereto being to have such
restrictions and covenants apply for the full periods specified in Sections 4
and 5 hereof following the termination of the Executive's employment with the
Company. The Company and the Executive acknowledge and agree that the
restrictions and covenants contained in Sections 4 and 5 hereof are reasonable
in view of the nature of the business in which the Company is engaged and the
Executive's advantageous knowledge of and familiarity with the business,
operations, affairs and customers of the Company. Notwithstanding anything
contained herein to the contrary, if the scope of any restriction or covenant
contained in Sections 4 and 5 hereof is found by a court of competent
jurisdiction to be too broad to permit enforcement of such restriction or
covenant to its full extent, then such restriction or covenant shall be enforced
to the maximum extent permitted by law.
9. Release. (a) For and in consideration of the foregoing covenants and
promises made by the Company, and the performance of such covenants and
promises, the sufficiency of which is hereby acknowledged, the Executive agrees
to release the Company prior to the receipt of any benefits under Section 3
hereof by the Executive. Such release to be substantially in the form attached
hereto as EXHIBIT A.
(b) Unless required by law, the Executive agrees that the fact and the
terms of this Agreement shall be strictly confidential and that the Executive
shall not divulge, directly or indirectly, explicitly or implicitly, the fact or
terms of this Agreement to any person other than the Executive's spouse,
attorney(s) and tax advisor(s) or as otherwise required by law. The Executive
further agrees that for purposes of this Section 9, the Executive's spouse,
attorney(s) and tax advisor(s) are the Executive's agents and that a breach of
these terms of confidentiality by them, or any of them, shall constitute a
breach by the Executive.
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(c) The "Company and its agents," as used in this Agreement, means the
Company, its subsidiaries, affiliated, or related corporations or associations,
their predecessors, successors and assigns, and the directors, officers,
managers, supervisors, employees, representatives, servants, agents and
attorneys of the entities above described, and all persons acting, through,
under or in concert with any of them.
10. No Reliance. The Executive represents and acknowledges that in
executing this Agreement, he does not rely and has not relied upon any
representation or statement by the Company and its agents, other than the
statements which are contained within this Agreement.
11. No Admissions. This Agreement shall not in any way be construed as
an admission by the Company and its agents of any acts of discrimination or
other improper conduct whatsoever against the Executive or any other person, and
the Company specifically disclaims any liability to or discrimination against
the Executive or any other person on the part of itself, its employees or its
agents.
12. Miscellaneous. (a) Further Assurances. Each of the parties hereto
shall do, execute, acknowledge, and deliver or cause to be done, executed,
acknowledged, and delivered at any time and from time to time upon the request
of any other parties hereto, all such further acts, documents, and instruments
as may be reasonably required to effect any of the transactions contemplated by
this Agreement.
(b) Binding Effect; Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns; provided, however, that neither party hereto may assign this Agreement
without the prior written consent of the other party. Notwithstanding the
foregoing, this Agreement may be assigned, without the prior consent of the
Executive to a successor of the Company (and the Executive hereby consents to
the assignment of the Restrictive Covenants under this Agreement to a purchaser
of all or substantially all of the assets of the Company or a transferee, by
merger or otherwise, of all or substantially all of the businesses and assets of
the Company) and, upon the Executive's death, this Agreement shall inure to the
benefit of and be enforceable by the Executive's executors, administrators,
representatives, heirs, distributees, devisees, and legatees and all amounts
payable hereunder shall be paid to such persons or the estate of the Executive.
(c) Waiver; Amendment. No provision or obligation of this Agreement may
be waived or discharged unless such waiver or discharge is agreed to in writing
and signed by the Company and the Executive. The waiver by any party hereto of a
breach of or noncompliance with any provision of this Agreement shall not
operate or be construed as a continuing waiver or a waiver of any other or
subsequent breach or noncompliance hereunder. Except as expressly provided
otherwise herein, this Agreement may be amended, modified, or supplemented only
by a written agreement executed by the Company and the Executive.
(d) Headings. The headings in this Agreement have been inserted solely
for ease of reference and shall not be considered in the interpretation,
construction, or enforcement of this Agreement.
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(e) Severability. All provisions of this Agreement are severable from
one another, and the unenforceability or invalidity of any provision of this
Agreement shall not affect the validity or enforceability of the remaining
provisions of this Agreement; provided, however, that should any judicial body
interpreting this Agreement deem any provision to be unreasonably broad in time,
territory, scope, or otherwise, the parties intend for the judicial body, to the
greatest extent possible, to reduce the breadth of the provision to the maximum
legally allowable parameters rather than deeming such provision totally
unenforceable or invalid.
(f) Notice. Any notice, request, instruction, or other document to be
given hereunder to any party shall be in writing and delivered by hand,
telegram, facsimile transmission, registered or certified United States mail,
return receipt requested, or other form of receipted delivery, with all expenses
of delivery prepaid, as follows:
If to the Executive: If to the Company:
Xxxxxx X. Xxxxx Old National Bancorp
0000 Xxxxxxxx Xxxxx #000 Post Office Box 718
Evansville, IN 47715 Xxxxxxxxxx, Xxxxxxx 00000
ATTENTION: General Counsel
(g) No Counterparts. This Agreement may not be executed in counterparts.
(h) Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Indiana, without reference to the choice of law principles or rules
thereof. The parties hereto irrevocably consent to the jurisdiction and venue of
the state court for the State of Indiana located in Evansville, Indiana, or the
Federal District Court for the Southern District of Indiana, Evansville
Division, located in Vanderburgh County, Indiana, and agree that all actions,
proceedings, litigation, disputes, or claims relating to or arising out of this
Agreement shall be brought and tried only in such courts. EACH OF THE PARTIES
WAIVES ANY RIGHTS THAT IT MAY HAVE TO BRING A CAUSE OF ACTION IN ANY COURT OR IN
ANY PROCEEDING INVOLVING A JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
(i) Entire Agreement. This Agreement constitutes the entire and sole
agreement between the Company and the Executive with respect to the termination
of the Executive's employment and there are no other agreements or understanding
either written or oral with respect thereto, except that the Change in Control
Agreement dated September 7, 2004, by and between the Executive and the Company
shall continue in full force and effect, until otherwise terminated in
accordance with its terms.
(j) Construction. The rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Agreement. Whenever in this Agreement a singular
word is used, it also shall include the plural wherever required by the context
and vice-versa. All reference to the masculine, feminine, or neuter genders
shall include any other gender, as the context requires.
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(k) Attorneys' Fees. The prevailing party shall be entitled to
reasonable costs and expenses (including, without limitation, reasonable
attorneys' fees and disbursements) in connection with any legal action to
interpret or enforce any provision of this Agreement or for any breach of this
Agreement.
(l) Review and Consultation. The Company and the Executive hereby
acknowledge and agree that each (i) has read this Agreement in its entirety
prior to executing it, (ii) understands the provisions and effects of this
Agreement, (iii) has consulted with such attorneys, accountants, and financial
and other advisors as it or he has deemed appropriate in connection with their
respective execution of this Agreement, and (iv) has executed this Agreement
voluntarily. THE EXECUTIVE HEREBY UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT
THIS AGREEMENT HAS BEEN PREPARED BY COUNSEL TO THE COMPANY AND THAT HE HAS NOT
RECEIVED ANY ADVICE, COUNSEL, OR RECOMMENDATION WITH RESPECT TO THIS AGREEMENT
FROM THE COMPANY OR ITS COUNSEL.
(m) Taxes. All federal, state, local, and other taxes (including,
without limitation, interest, fines, and penalties) imposed upon the Executive
under applicable law by virtue of or relating to the transactions and the
payments to the Executive contemplated by this Agreement and any of plans shall
be paid by the Executive.
XXXXXX X. XXXXX
BY: /s/ Xxxxxx X. Xxxxx 9/7/04
--------------------- ------
EXECUTIVE'S SIGNATURE DATE
OLD NATIONAL BANCORP
BY: /s/ Xxxxx X. Xxxxxxx 9/8/04
--------------------- ------
DATE
Xxxxx X. Xxxxxxx
Chairman
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EXHIBIT A
NOTICE
VARIOUS LOCAL, STATE, AND FEDERAL LAWS PROHIBIT EMPLOYMENT DISCRIMINATION BASED
ON AGE, SEX, RACE, COLOR, NATIONAL ORIGIN, RELIGION, HANDICAP, OR VETERAN
STATUS. THESE LAWS ARE ENFORCED THROUGH THE EQUAL EMPLOYMENT OPPORTUNITY
COMMISSION (EEOC), THE U.S. DEPARTMENT OF LABOR, THE INDIANA CIVIL RIGHTS
COMMISSION, AND/OR ANY OTHER SIMILAR STATE ENTITY, AGENCY OR COMMISSION. IF YOU
FEEL THAT YOUR DECISION TO ENTER INTO THE ATTACHED RELEASE OF ALL CLAIMS WAS
COERCED OR IS DISCRIMINATORY, YOU ARE ENCOURAGED TO SPEAK WITH XXXXX XXXXXX
(812-464-1411) OR OTHER APPROPRIATE OLD NATIONAL BANCORP OFFICIALS. YOU SHOULD
ALSO DISCUSS THE LANGUAGE OF THIS RELEASE OF ALL CLAIMS WITH A LAWYER OF YOUR
OWN CHOOSING. IN ANY EVENT, YOU SHOULD THOROUGHLY REVIEW AND UNDERSTAND THE
EFFECT OF THIS RELEASE OF ALL CLAIMS BEFORE ACTING ON IT; THEREFORE, PLEASE TAKE
THIS RELEASE OF ALL CLAIMS HOME AND REVIEW IT. YOU MAY TAKE UP TO TWENTY-ONE
(21) DAYS BEFORE SIGNING THIS RELEASE OF ALL CLAIMS.
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EXHIBIT A
RELEASE OF ALL CLAIMS
FOR VALUABLE CONSIDERATION, including the payment to the Executive of
certain severance benefits, the Executive hereby makes this Release in favor of
Old National Bancorp (including all subsidiaries and affiliates) (the "Company")
and its agents as set forth herein.
1. The Executive releases, waives and discharges the Company and its
agents (as defined below) from all rights and claims arising out of the
Executive's employment relationship with the Company that are known or might be
known on the date of the execution of this Release including but not limited to,
discrimination claims based on age, race, sex, religion, national origin,
disability, veterans status or any other claim of employment discrimination
including claims arising under The Civil Rights Act of 1866, 42 U.S.C. Section
1981; Title VII of the Civil Rights Act of 1964; the Americans with Disabilities
Act; the Age Discrimination in Employment Act of 1967; the Federal
Rehabilitation Act of 1973; the Older Workers' Benefits Protection Act; the
Employee Retirement Income Security Act of 1974; the Indiana Civil Rights Act,
the Indiana Wage Payment and Wage Claims Acts, any Federal or State wage and
hour laws and all other similar Federal or State statutes; and any and all tort
or contract claims, including, but not limited to, breach of contract, breach of
good faith and fair dealing, infliction of emotional distress, or wrongful
termination or discharge.
2. The Executive further acknowledges that the Company has advised the
Executive to consult with an attorney of the Executive's own choosing and that
he has had ample time and adequate opportunity to thoroughly discuss all aspects
of this Release with legal counsel prior to executing this Release.
3. The Executive agrees that the Executive is signing this Release of
his own free will and is not signing under duress.
4. In the event the Executive is forty (40) years of age or older, the
Executive acknowledges that the Executive has been given a period of twenty-one
(21) days to review and consider a draft of this Release in substantially the
form of the copy now being executed, and has carefully considered the terms of
this Release. The Executive understands that the Executive may use as much or
all of the twenty-one (21) day period as the Executive wishes prior to signing,
and the Executive has done so.
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5. In the event the Executive is forty (40) years of age or older, the
Executive has been advised and understands that the Executive may revoke this
Release within seven (7) days after acceptance. ANY REVOCATION MUST BE IN
WRITING AND HAND-DELIVERED TO:
Old National Bancorp
Attn: General Counsel
000 Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
NO LATER THAN BY CLOSE OF BUSINESS ON THE SEVENTH (7TH) DAY FOLLOWING THE DATE
OF EXECUTION OF THIS RELEASE.
6. The "Company and its agents," as used in this Release, means the
Company, its subsidiaries, affiliated, or related corporations or associations,
their predecessors, successors and assigns, and the directors, officers,
managers, supervisors, employees, representatives, servants, agents and
attorneys of the entities above described, and all persons acting, through,
under or in concert with any of them.
7. The Executive agrees to speak well of and refrain from voicing any
criticism of the Company and its agents. The Company agrees to refrain from
providing any information to third parties other than confirming dates of
employment and job title, unless the Executive gives the Company written
authorization to release other information or as otherwise required by law. With
respect to the Company, this restriction pertains only to official
communications made by the Company's directors and/or officers and not to
unauthorized communications by the Company's employees or agent. This
restriction will not bar the Company from disclosing the Release as a defense or
bar to any claim made by the Executive in derogation of this Release.
PLEASE READ CAREFULLY BEFORE SIGNING. THIS RELEASE CONTAINS A RELEASE AND
DISCHARGE OF ALL KNOWN AND UNKNOWN CLAIMS AGAINST THE COMPANY AND ITS AGENTS
EXCEPT THOSE RELATING TO THE ENFORCEMENT OF THIS RELEASE OR THOSE ARISING AFTER
THE EFFECTIVE DATE OF THIS RELEASE.
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