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EXHIBIT 10.02
December 21, 1999
Xxxxx X. Xxxxxx
ANB Corporation
000 X. Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
RE: Post-Merger Payments to Xx. Xxxxxx
Dear Xx. Xxxxxx:
The purpose of this letter is to set forth the agreement between ONB
Corporation ("ONB") and Xxxxx X. Xxxxxx (the "Executive") in respect of the 1999
Amended and Restated Employment Agreement entered into between the Executive and
ANB Corporation ("ANB") on May 10, 1999 (the "ANB Agreement").
ONB agrees to continue the Executive's employment from the Effective
Time (as defined in the Agreement of Affiliation and Merger between ONB and ANB
dated July 29, 1999 (the "Merger Agreement")) and ending no later than the
ninetieth (90th) day following the Effective Time or such earlier date as
mutually agreed by ONB and the Executive.
ONB agrees that within five (5) days following the Effective Time of
the Merger (each, as defined in the Merger Agreement), ONB shall make a lump sum
cash payment to the Executive in the amount of $488,219.00. The parties hereto
agree that such amount shall be in satisfaction of the amount that the Executive
is entitled to receive pursuant to Article III (E) (2) of the ANB Agreement and
that all other provisions of the ANB Agreement shall remain in effect.
ONB further agrees that, in accordance with ANB's practice prior to the
Effective Time, ONB shall pay to the Executive an additional amount in cash such
that after such payment the Executive shall be in a net after-tax position,
taking into account all federal, state and local taxes, as though the Executive
had not incurred any such taxes with respect to termination and transfer of the
Executive's split-dollar life insurance plan.
To indicate your agreement to the foregoing terms, please sign your
name where indicated below and return one copy of this letter to the
undersigned. Keep the other copy for your records.
Old National Bancorp
/s/ XXXXX X. XXXXXX
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By: Xxxxx X. Xxxxxx
Title: VP Director of Human Resources
AGREED AND ACCEPTED:
/s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Dated
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cc: Xxxx Xxxxxx - Old National Bancorp
Xxxxx Xxxxxxxxxxxx - American National Bank
