AGREEMENT AND RELEASE
EXHIBIT 10.27
The following is an agreement between Xxxx X. Xxxxxx (“Employee”) and First Financial Bancorp
(“FFBC”) regarding Employee’s departure from employment.
WHEREAS, Employee is a party to an Employment Agreement with FFBC and First National Bank of
Southwestern Ohio, which Employee accepted and agreed to on September 12, 2000, (hereinafter
“Employment Agreement”), and Employee is departing from employment pursuant to Section 4(a) of the
Employment Agreement; and
WHEREAS, the parties desire to resolve all issues related to Employee’s employment, his
Employment Agreement and his departure; and
NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, FFBC and
Employee agree as follows:
1. Employee’s employment with FFBC will end effective December 31, 2006, or such other date
selected by FFBC (the “Date of Departure”).
2. FFBC will pay Employee all salary and bonus due through his Date of Departure and will
also pay him a lump sum payment of earned and accrued, but unused vacation pay due under FFBC’s
vacation policy, payable at the rate of Employee’s current base salary, less appropriate tax
withholdings and deductions.
3. Severance Benefits. Provided Employee fulfills his obligations hereunder and signs
the General Release and Waiver attached as Exhibit A hereto on or about his Date of Departure, FFBC
will provide him with Severance Benefits as set forth in the Employment Agreement, as amended
herein Employee represents that, to the best of his knowledge, he has complied with all laws and
regulations applicable to FFBC and its operations.
(a) Severance Pay. To comply with the provisions of Internal Revenue Code § 409A,
the Severance Pay which would otherwise be payable during the first six months following the Date
of Departure will instead be paid in a lump sum on the first business day after the six months have
elapsed following the Date of Departure (the “Six-Month Anniversary”). The remainder of the
Severance Pay will be paid in equal bi-weekly installments, beginning with the first payroll date
after the Six-Month Anniversary, with the exception that Employee will receive an amount equal to
2.0 times the incentive payment made in 2005 under the Performance Incentive Plan, but will not
receive an incentive payout under the Short-Term Incentive Plan for calendar year 2006.
(b) Employment Benefits. FFBC will continue Employee’s Employment Benefits, as
defined in the Employment Agreement for twenty-four (24) months following the Date of Departure,
subject to the rights and limitations specified in the Employment Agreement. Employee shall
qualify for full COBRA health benefit continuation coverage thereafter, unless otherwise prohibited
by law.
(c) Outplacement Services. FFBC will pay to Employee an amount equal to five percent
(5%) of his annual base salary to obtain outplacement services.
4. Employee’s Obligations. As a condition of receiving Severance Benefits described
in Section 3 above, Employee will:
(a) transfer his responsibilities in an appropriate manner, comply with all laws and
regulations applicable to FFBC and its operations, and take such actions as are necessary to assure
a smooth transition;
(b) not represent or bind FFBC or enter into any agreement on behalf of FFBC at any time after
the Date of Departure.
(c) return to FFBC on the Date of Departure all FFBC property and materials, including but not
limited to credit cards, office keys, files, books, documents, records and memoranda;
(d) return to FFBC his cell phone no later than the Date of Departure. Employee will also
file a final expense report and repay outstanding cash advances no later than the Date of
Departure, if he has any unreimbursed expenses or unpaid advances;
(e) not use or disclose, directly or indirectly, to anyone not connected with FFBC any
confidential, commercial or financial information, or trade or business secrets obtained during the
term of employment, or make copies of any memoranda, books, records, customer lists, price lists or
other documents (whether on computer or not) for use outside FFBC, except as specifically
authorized in writing by an officer of FFBC, or as may be required by applicable law;
(f) fully cooperate and assist FFBC with any litigation matters or agency proceedings for
which his testimony or cooperation is requested, provided that he is compensated for his time at
his current rate of pay and for any reasonable and necessary expenses incurred as a result of his
cooperation and assistance;
(g) sign all necessary resignations from the Boards of Directors and/or officer positions of
FFBC and its subsidiaries; and
(h) not solicit or directly or indirectly interfere with or disrupt, or attempt to interfere
with or disrupt, any relationship, contractual or otherwise, between FFBC and any third party,
including but not limited to its employees, customers, and community members.
5. Confidentiality. Employee acknowledges he is bound by the provisions concerning
confidentiality and a covenant not to compete for a six-month time period set forth in paragraph 8
and 10 of the Employment Agreement. Employee will hold in confidence, and will not disclose to
anyone, any of the terms of Severance other than immediate family members and advisors, except as
required by law. Employee
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acknowledges that FFBC may be required to disclose certain terms of this Agreement in filings
with the Securities and Exchange Commission. Such partial disclosure should in no way be
interpreted as a waiver of the remaining terms of this Section. Employee shall not make any public
derogatory remarks concerning FFBC or any of its officers, directors, employees or shareholders,
and shall not initiate any contact with the press or any other media.
6. General Release. In exchange for the payments and benefits identified in the
Agreement, Employee hereby releases, settles and forever discharges FFBC, its parent, subsidiaries,
affiliates, successors and assigns, together with their past and present directors, officers,
employees, agents, insurers, attorneys, and any other party associated with FFBC, to the fullest
extent permitted by applicable law, from any and all claims, causes of action, rights, demands,
debts, liens, liabilities or damages of whatever nature, whether known or unknown, suspected or
unsuspected, which Employee ever had or may now have against FFBC or any of the foregoing. This
includes, without limitation, any claims, liens, demands, or liabilities arising out of or in any
way connected with Employee’s employment with FFBC and his departure from employment, pursuant to
any federal, state or local laws regulating employment such as the Civil Rights Act of 1964, the
Civil Rights of 1991, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act
of 1993, the Civil Rights Act known as 42 USC 1981, the Employee Retirement Income Security Act of
1974 (“ERISA”), the Worker Adjustment and Retraining Notification Act (“WARN”), the Fair Labor
Standards Act of 1938, as well as all federal, state and local laws, except that this release shall
not affect any rights of Employee for benefits payable under any FFBC benefit plans, Social
Security, Worker’s Compensation or Unemployment laws or rights arising out of any breach of this
Agreement by FFBC.
7. Waiver and Release Under ADEA and OWBPA. Employee further expressly and
specifically waives any and all rights or claims under the Age Discrimination in Employment Act of
1967 and the Older Workers Benefit Protection Act (collectively the “Act”). Employee acknowledges
and agrees that this waiver of any right or claim under the Act (the “Waiver”) is knowing and
voluntary, and specifically agrees as follows: (a) that this Agreement and this Waiver is written
in a manner which he understands; (b) that this Waiver specifically relates to rights or claims
under the Act; (c) that he does not waive any rights or claims under the Act that may arise after
the date of execution of this Agreement; (d) that he waives rights or claims under the Act in
exchange for consideration in addition to anything of value to which he is already entitled; and
(e) that he is hereby advised in writing to consult with an attorney prior to executing this
Agreement.
8. It is understood and agreed that for purposes of this Agreement, the term “FFBC” as used
herein, shall include not only First Financial Bancorp, but also all of its direct or indirect
subsidiaries or affiliated companies, including but not limited to First Financial Bank, N.A.,
First Financial Capital Advisors, LLC, First Financial Insurance, and all officers, directors, and
employees of any of the foregoing.
9. This Agreement shall bind Employee’s heirs, executors, administrators, personal
representatives, spouse, dependents, successors and assigns.
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10. This Agreement shall not be construed as an admission by FFBC of any wrongdoing or any
violation of any federal, state or local law, regulation or ordinance, and FFBC specifically
disclaims any wrongdoing whatsoever against Employee on the part of itself, its employees,
representatives or agents.
11. Neither this Agreement, nor any right or interest hereunder, shall be assignable by
Employee, his beneficiaries or legal representatives, without the prior written consent of an
officer of FFBC.
12. This Agreement sets forth the entire agreement between the parties with the exception of
any obligations under the Employment Agreement which continue after Employee’s departure, and any
other previous Agreement(s) regarding confidentiality, non-solicitation and non-competition. The
terms of this Agreement may not be modified other than in writing signed by the parties.
13. This Agreement shall in all respects be interpreted, enforced and governed by the laws of
the State of Ohio. All parties to this Agreement agree they are bound by the arbitration provision
set forth in Paragraph 7 of the Employment Agreement, in interpreting any disputes concerning the
Agreement or otherwise arising from Employee’s employment with FFBC.
14. If any provision of this Agreement is determined to be unenforceable by any court, then
such provision will be modified or omitted to the extent necessary to make the remaining provisions
of this Agreement enforceable.
15. Employee acknowledges that he understands that he has forty-five (45) days after receipt
of this Agreement to decide whether to accept it and that he may revoke any acceptance of this
Agreement within (7) days of such acceptance. This Agreement shall not become effective until the
seven (7) day revocation period has expired.
TAKE THIS AGREEMENT HOME, READ IT AND CAREFULLY CONSIDER ALL OF ITS
PROVISIONS BEFORE SIGNING IT. IT INCLUDES A RELEASE OF KNOWN AND UNKNOWN
CLAIMS.
IN WITNESS WHEREOF, FFBC hereby offers this Agreement to Employee
on this 27th day of June, 2006.
| FIRST FINANCIAL BANCORP | ||||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |||
| /s/ J. Xxxxxxxx Xxxx | ||||
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ACCEPTANCE
I hereby agree to the terms of this Agreement and acknowledge my
acceptance of it this 27th day of June, 2006.
WITNESS: |
||
/s/ Xxxxxxxxx Xxxxxxxxx
|
/s/ Xxxx X. Xxxxxx | |
| Xxxx X. Xxxxxx | ||
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EXHIBIT A
GENERAL RELEASE AND WAIVER
In consideration of the payment of the Separation Benefits described in the Agreement and
Release, Xxxx X. Xxxxxx (“Employee”) hereby releases, settles and forever discharges First
Financial Bancorp, its subsidiaries, affiliates, successors and assigns, together with their
respective past and present directors, officers, employees, agents, insurers, attorneys, and any
other party associated with First Financial Bancorp (collectively referred to herein as “FFBC”), to
the fullest extent permitted by applicable law, from any and all claims, causes of action, rights,
demands, debts, liens, liabilities or damages of whatever nature, whether known or unknown,
suspected or unsuspected, which Employee ever had or may now have against FFBC or any of the
foregoing. This includes, without limitation, any claims, liens, demands or liabilities arising
out of or in any way connected with Employee’s employment by FFBC, pursuant to any federal, state
or local laws including but not limited to the Civil Rights Act of 1964, the Civil Rights of 1991,
the American with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Civil
Rights Act known as 42 USC 1981, as well as all federal, state and local laws, except that this
release shall not affect any rights of Employee for benefits payable under any Social Security,
Workers’ Compensation or Unemployment laws. Employee further expressly and specifically waives any
and all rights or claims under the Age Discrimination in Employment Act of 1967 and the Older
Workers Benefit Protection Act (collectively, the “Act”). Employee acknowledges and agrees that
this waiver of any right or claim under the Act (the “Waiver”) is knowing and voluntary, and
specifically agrees as follows: (1) that this Waiver is written in a manner which he understands;
(b) that this Waiver specifically relates to rights or claims under the Act; (c) that he does not
waive any rights or claims under the Act that may arise after the date of execution of this
Release; (d) that he waives rights or claims under the Act in exchange for consideration in
addition to anything of value to which he is already entitled; and (e) that he is advised in
writing to consult with and has consulted with an attorney prior to executing this Release.
Employee acknowledges that he understands that he has twenty-one (21) days after receipt of this
Release to decide whether to accept it and that he may revoke any acceptance of this Release within
seven (7) days of such acceptance. This Release shall not become effective until the seven (7) day
revocation period has expired.
Witness: |
||||
| Xxxx X. Xxxxxx | ||||
| Date: | ||||
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