We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
First Financial Corporation | NASDAQ:THFF | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.90 | -2.46% | 35.62 | 34.80 | 42.00 | 36.87 | 35.62 | 36.40 | 42,357 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
Commission File Number:
(State or other jurisdiction | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
(Address of principal executive office) | (Zip Code) | |
( | ||
(Registrant's telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 20, 2023, First Financial Corporation (the “Corporation”) announced that Norman D. Lowery will succeed Norman L. Lowery, the current Chairman, President and Chief Executive Officer of the Corporation and First Financial Bank N.A. (the “Bank”), as President and Chief Executive Officer of both entities, effective January 1, 2024. On that date, Mr. Norman L. Lowery will cease to be President and Chief Executive Officer but remain as an employee and officer in the capacity of Executive Chairman of the Board of the Corporation and Bank. Norman D. Lowery is currently a Senior Vice President and Chief Operating Officer of the Corporation and the Bank, a position he will continue to hold until he assumes the role of President and Chief Executive Officer on January 1, 2024. Mr. Norman D. Lowery is also a member of the board of directors of the Corporation and Bank.
To facilitate the leadership transition, on October 20, 2023 the Corporation and Bank entered into a new employment agreement with Mr. Norman L. Lowery providing for his service as Executive Chairman from January 1, 2024 through December 31, 2024 (unless mutually extended) and thereafter as non-executive Chairman of the Board of the Corporation and Bank. Pursuant to the new employment agreement (which replaces his prior agreement), (i) the terms of Mr. Norman L. Lowery's employment and compensation as President and Chief Executive Officer remain unchanged through December 31, 2023; and (ii) during his service as Executive Chairman, Mr. Norman L. Lowery will have a base salary of $600,000, a target annual short-term incentive opportunity of 33% of base salary and an annual target long-term incentive opportunity of 60% of such base salary. The employee restrictive covenants, benefits, insurance coverage and fringe, post-employment and severance benefits under Mr. Norman L. Lowery’s prior employment agreement are continued under the new employment agreement, provided that the amount of any cash severance benefits which may become payable during 2024 will be based on his compensation as Executive Chairman.
At the conclusion of Mr. Norman L. Lowery’s service as Executive Chairman, he will retire from employment but remain a director and serve in the role of non-executive Chairman of the Board of the Corporation and Bank. In the non-executive Chairman role, he will be entitled to receive standard director compensation and a separate retainer for service as Chairman, in each case in amounts determined by the Board of Directors and aligned with market practice.
The foregoing description of the new employment agreement with Norman L. Lowery is qualified in its entirety by the terms and conditions of such document, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
In connection with his promotion to President and CEO, the Corporation and Bank have entered into a new employment agreement with Mr. Norman D. Lowery, replacing his prior employment agreement. Pursuant to the new employment agreement (i) the terms of Mr. Norman D. Lowery's employment and compensation as a Senior Vice President and Chief Operating Officer remain unchanged through December 31, 2023; and (ii) effective January 1, 2024, Mr. Norman D. Lowery will receive a base salary of $650,000 and have a target annual short-term incentive opportunity of 60% of base salary and an annual target long-term incentive award opportunity in the amount of 80% of base salary. He will continue to be subject to the same restrictive covenants and will receive the employee benefits, insurance coverage, fringe and severance benefits as provided under the prior employment agreement, except that a multiplier of 2.99 will be applicable to change in control severance benefits.
The foregoing description of the new employment agreement with Norman D. Lowery is qualified in its entirety by the terms and conditions of such document, which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
Additional information relating to the background and business experience for each of Messrs. Norman D. Lowery and Norman L. Lowery is set forth in the Corporation’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 17, 2023 (the “Definitive Proxy Statement”), under “Proposal 1: Election of Directors – Name, Age, Principal Occupation(s) and Business Experience,” which information is incorporated herein by reference.
Information relating to the terms of the prior employment agreements for each of Messrs. Norman L. Lowery and Norman D. Lowery is also set forth in the Definitive Proxy Statement under “Executive Compensation—Employment Agreements.”
There are no arrangements or understandings between Mr. Norman D. Lowery and any other persons pursuant to which he was appointed as President and Chief Executive Officer, or elected as a director, of the Corporation and Bank. Mr.
Norman D. Lowery is the son of Mr. Norman L. Lowery. There is no other family relationships between Mr. Norman D. Lowery and any director, executive officer, or person nominated or chosen by the Corporation to become a director or executive officer of the Company. The Company has not entered into any transactions with Mr. Norman D. Lowery that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 7.01. Regulation FD Disclosure.
On October 20, 2023, the Corporation issued a press release announcing the executive officer transition involving Messrs. Norman L. Lowery and Norman D. Lowery. A copy of the press release is filed as Exhibit 99.1 hereto and
incorporated by reference herein.
The information contained in Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except to the extent required by applicable law or regulation.
Item 9.01. Financial Statements and Exhibits
The exhibit to this report is as follows:
Exhibit Number | ||
10.1 | ||
10.2 | ||
99.1 | Press Release of First Financial Corporation dated October 20, 2023. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
First Financial Corporation | |
Dated October 20, 2023 | |
/s/ Rodger A. McHargue | |
Rodger A. McHargue | |
Secretary/Treasurer and Chief Financial Officer |
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the “Agreement”), entered into on the 20th day of October, 2023 (the “Effective Date”), by and between First Financial Bank, N.A. (the “Bank”), a national banking association organized under the laws of the United States of America, First Financial Corporation (the “Corporation”), a corporation formed under the laws of the State of Indiana and a financial holding company (jointly referred to herein as the “Company”) and Norman L. Lowery (the “Employee”), a resident of the State of Indiana.
WHEREAS, the Company and Employee are parties to an Employment Agreement dated July 26, 2022;
WHEREAS, the Employee currently serves each of the Bank and Corporation as its President and Chief Executive Officer and as a member and Chairman of the board of directors;
WHEREAS, as part of the Company’s succession planning for its senior executive officers, Employee and the Company have discussed from time to time Employee’s plans regarding his continuing service to the Company and to ensuring a successful transition to a successor President and Chief Executive Officer;
WHEREAS, as a result of such process, the Company and Employee have determined it to be in the best interest of the Company and Employee for Employee to continue to serve as President and Chief Executive Officer from the Effective Date through December 31, 2023, the “CEO Period”) and to transition to the successor President and Chief Executive Officer effective as of January 1, 2024;
WHEREAS, the Company has also determined it to be in the best interest of the Company to secure Employee’s continuing service to the Company as Executive Chairman for the period commencing January 1, 2024 through December 31, 2024 (the “EC Period”), and as a member and Chairman of the Board thereafter, to ensure a successful transition;
WHEREAS, the Company desires to enter into this Agreement with the Employee in order to set forth the terms and conditions applicable to Employee’s employment to assure continuity of management and to reinforce and encourage the continued attention and dedication of the Employee to his assigned duties; and
WHEREAS, the parties desire, by this writing, to set forth the continuing employment relationship between the Company and the Employee.
NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Employee and the Company agree as follows:
In addition to the aforesaid paid vacations, the Employee shall be entitled, without loss of pay, to absent himself voluntarily from the performance of his employment with the Company for such additional periods of time and for such valid and legitimate reasons as the Company may determine and to attend the continuing legal education seminars contemplated by subsection 4(c) hereof. Further, the Company may grant to the Employee a leave or leaves of absence, with or without pay, at such time or times and upon such terms and conditions as the board of directors of the Bank or the Corporation in its discretion may determine.
For the purposes of this Agreement, “Separation of Service” shall mean the Employee dies, retires or otherwise experiences a “Termination of Employment” with the Company (as defined below). Provided, however, a Separation from Service does not occur if the Employee is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Employee retains a right to reemployment with the Company under an applicable statute or by contract. For purposes of this Agreement, a leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Employee will return to perform services for the Bank or Corporation. If the period of leave exceeds six (6) months and the Employee does not retain the right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six (6) month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such impairment causes the Employee to be unable to perform the duties of his position of employment or any substantially similar position of employment, a twenty-nine (29) month period of absence may be substituted for such six (6) month period. The Employee shall incur a “Termination of Employment” for purposes of this Agreement when a termination of employment has occurred under Treasury Regulation 1.409A-1(h)(1)(ii).
For the purposes of this Agreement, the term “Business of the Company” shall mean the banking, loans, and investment and planning services provided by the Company.
For purposes of this Agreement, the term “solicit” means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, which encourages or requests any person or entity, in any manner, to terminate, reduce, limit or otherwise adversely change their business relationship with the Company.
The restrictions contained in this subsection 6(c) shall be limited to the following geographic areas (hereinafter referred to as “Restricted Geographical Area”):
Nothing contained in this Section 6 shall prevent or restrict the Employee from engaging in the practice of law, including within the Restricted Geographical Area. In addition, nothing contained in this subsection shall prevent or limit the Employee’s right to invest in the capital stock or other securities of any business dissimilar from that of the Bank or the Corporation, or, solely as a passive or minority investor, in any business.
If the Employee does not comply with the provisions of this Section, the one-year period of non-competition provided herein shall be tolled and deemed not to run during any period(s) of noncompliance, the intention of the parties being to provide one full year of non-competition by the Employee after the termination or expiration of this Agreement.
Nothing in this Section 6, or any other provision of the Agreement, is intended or shall be construed to prohibit Employee from reporting conduct to, providing information to, or participating in any investigation or proceeding brought or conducted by, any federal, state or local governmental agency, or self-regulatory organization.
Notwithstanding the foregoing, in the event of Separation from Service for Just Cause there shall be delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the disinterested directors of the Bank and the Corporation at meetings of the boards called and held for that purpose (after reasonable notice to the Employee and an opportunity for the Employee, together with the Employee’s counsel, to be heard before the boards), such meetings and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following Separation from Service, but in no event later than sixty (60) days following such Separation from Service, finding that in the good faith opinion of the boards the Employee was guilty of conduct constituting Just Cause and specifying the particulars thereof in detail. If, following such meetings, the Employee is reinstated, he shall be entitled to receive the base salary, bonuses, vested rights, all Employee Benefits, Life Insurance Benefits, Expense Reimbursement Benefits and Motor Vehicle Benefits for the period following Separation from Service and continuing through reinstatement as though he never experienced a Separation from Service.
Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(d) shall be reduced to the extent that on the date of the Employee’s Separation from Service, the present value of the benefits payable under subsection 8(d) exceeds any limitation on severance benefits that is imposed by the Office of the Comptroller of the Currency (the “OCC”) on such benefits.
All amounts payable to the Employee under subsections 8(d)(i) through 8(d)(iv) shall be paid in one lump sum within ten (10) days of such Separation from Service.
For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events, which has not been consented to in advance by the Employee in writing (unless such voluntary Separation from Service occurs within the time period set forth in subsection 10(b) hereof, in which event the benefits and compensation provided for in Section 10 shall apply):
Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under this subsection shall be reduced to the extent that on the date of the Employee’s Separation from Service, the present value of the benefits payable under subsections 8(d)(i), (ii), (iii), and (iv) exceed any limitation on severance benefits that is imposed by the OCC on such benefits.
The amount payable to the Employee under subsections 10(a)(i)(1) or (2) above shall be paid in one lump sum within ten (10) days of such Separation from Service.
For purposes of subsections 10(a)(ii)(1) and (2), persons will not be considered to be acting as a group solely because they purchase or own stock of the Bank or the Corporation at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock or similar business transaction with the Bank or the Corporation. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock or similar transaction, such shareholder is considered to be acting as a group with other shareholders only with respect to the ownership in that corporation before the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.
However, there is no Change in Control under this subsection when there is a transfer to an entity that is controlled by the shareholders of the Bank or Corporation immediately after the transfer. A transfer of assets by the Bank or Corporation is not treated as a change in the ownership of such assets if the assets are transferred to: (A) a shareholder of the Bank or Corporation (immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty (50) percent or more of the total value or voting power of which is owned, directly or indirectly, by the Bank or Corporation; (C) a person, or group of persons, that owns, directly or indirectly, fifty (50) percent or more of the total value or
voting power of all the outstanding stock of the Bank or Corporation, or (D) an entity, at least fifty (50) percent of the total value or voting power of which is owned, directly or indirectly, by a person described in (C). For purposes of this subsection, except as otherwise provided, a person’s status is determined immediately after the transfer of the assets. For example, a transfer to a company in which the Bank or Corporation has no ownership interest before the transaction, but which is a majority-owned subsidiary of the Bank or Corporation after the transaction, is not treated as a change in the ownership of the assets of the transferor Bank or Corporation.
For purposes of this subsection 10(a)(ii)(3), persons will not be considered to be acting as a group solely because they purchase assets of the Bank or Corporation at the same time. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar business transaction with the Bank or Corporation. If a person, including an entity shareholder, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of assets, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only to the extent of the ownership in that corporation before the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.
Notwithstanding the foregoing, the acquisition of Bank or Corporation stock by any retirement plan sponsored by the Bank or an affiliate of the Bank will not constitute a Change in Control. Additionally, notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 10(a)(i) shall be reduced to the extent that on the date of the Employee’s Separation from Service, the amount payable under subsection 10(a)(i) exceeds any limitation on severance benefits that is imposed by the OCC.
The Employee shall thereupon be entitled to receive the Accrued Benefits and the lump sum payment described in subsection 10(a)(i) of this Agreement within ten (10) days of such Separation from Service.
For purposes of this subsection 10(b), “Good Reason” means, the occurrence of any of the following events, which has not been consented to in advance by the Employee in writing:
Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 10(b) shall be reduced to the extent that on the date of the Employee’s Separation from Service, the amount payable under subsection 10(b) exceeds any limitation on severance benefits that is imposed by the OCC.
Should the Employee fail to obtain a final judgment in favor of the Employee and a final judgment or arbitration decision is entered in favor of the Company and if decided by arbitration, the arbitrator, pursuant to subsection 10(d)(ii), determines the Employee to be responsible for the Company’s expenses, then the Company shall be reimbursed for all costs and expenses, including reasonable attorneys’ fees arising from such dispute, proceedings or actions. Such reimbursement shall be paid within ten (10) days of the Company furnishing to the Employee written evidence, which may be in the form, among other things, of a canceled check or receipt, of any costs or expenses incurred by the Company.
If to the Employee: | Norman L. Lowery |
If to the Bank: | First Financial Bank, N.A. |
If to First Financial Corporation: | First Financial Corporation |
or to such other address as either party hereto may have furnished to the other party in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
IN WITNESS WHEREOF, the parties have executed this Agreement on this 20th day of October, 2023.
ATTEST /s/ David Poellot | FIRST FINANCIAL BANK, N.A. /s/ Rodger A. McHargue |
ATTEST /s/ David Poellot | FIRST FINANCIAL CORPORATION /s/ Rodger A. McHargue |
| EMPLOYEE /s/ Norman L. Lowery |
THIS EMPLOYMENT AGREEMENT (the “Agreement”), entered into on the 20th day of October, 2023 (the “Effective Date”), by and between First Financial Bank, N.A. (the “Bank”), a national banking association organized under the laws of the United States of America, First Financial Corporation (the “Corporation”), a corporation formed under the laws of the State of Indiana and a financial holding company (jointly referred to herein as the “Company”) and Norman D. Lowery (the “Employee”), a resident of the State of Indiana.
WHEREAS, the Employee has heretofore been employed by the Bank as its Senior Vice President and Chief Operating Officer and by the Corporation as its Senior Vice President and Chief Operating Officer and has performed valuable services for both the Bank and the Corporation; and
WHEREAS, as part of the Company’s succession planning for its senior executive officers, the Company and Employee desire that Employee shall become the President and Chief Executive Officer of the Bank and President and Chief Executive Officer of the Corporation, effective as of January 1, 2024, and further desire to modify Employee’s compensation and terms of employment to be consistent with such positions; and
WHEREAS, the Company desires to enter into this Agreement with the Employee in order to assure continuity of management and to reinforce and encourage the continued attention and dedication of the Employee to his assigned duties; and
WHEREAS, the parties desire, by this writing, to set forth the continuing employment relationship between the Company and the Employee;
NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Employee and the Company agree as follows:
(iii)Upon retirement or other Separation from Service on or after attaining age 65, during the Term of this Agreement, the Company agrees to pay or reimburse the Employee or his spouse for full Medicare and supplemental Medicare coverage (which may be Medicare Advantage, or a combination of Medicare and a Medicare or Medigap supplement, or such other available coverage as Employee or his spouse may elect), at no cost to the Employee or his spouse, at the best level of coverage available which shall include prescription drug coverage for both the Employee and his spouse, until the death of the Employee and his spouse. The Company’s obligation to pay or reimburse the Employee and his spouse for insurance coverage as described in this Section 4(a)(iii) is hereafter referred to as the “Health Coverage Benefits”.
In addition to the aforesaid paid vacations, the Employee shall be entitled, without loss of pay, to absent himself voluntarily from the performance of his employment with the Company for such additional periods of time and for such valid and legitimate reasons as the Company may determine including time for professional development and continuing education seminars. Further, the Company may grant to the Employee a leave or leaves of absence, with or without pay, at such time or times and upon such terms and conditions as the board of directors of the Bank or the Corporation in its discretion may determine.
For the purposes of this Agreement, “Separation of Service” shall mean the Employee dies, retires or otherwise experiences a “Termination of Employment” with the Company (as defined below). Provided, however, a Separation from Service does not occur if the Employee is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Employee retains a right to reemployment with the Company under an applicable statute or by contract. For purposes of this Agreement, a leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Employee will return to perform services for the Bank or Corporation. If the period of leave exceeds six (6) months and the Employee does not retain the right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six (6) month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such impairment causes the Employee to be unable to perform the duties of his position of employment or any substantially similar position of employment, a twenty-nine
(29) month period of absence may be substituted for such six (6) month period. The Employee shall incur a “Termination of Employment” for purposes of this Agreement when a termination of employment has occurred under Treasury Regulation 1.409A-1(h)(1)(ii).
For the purposes of this Agreement, the term “Business of the Company” shall mean the banking, loans, and investment and planning services provided by the Company.
For purposes of this Agreement, the term “solicit” means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, which encourages or requests any person or entity, in any manner, to terminate, reduce, limit, or otherwise adversely change their business relationship with the Company.
The restrictions contained in this subsection 6(c) shall be limited to the following geographic areas (hereinafter referred to as “Restricted Geographical Area”):
Nothing contained in this subsection shall prevent or limit the Employee’s right to invest in the capital stock or other securities of any business dissimilar from that of the Bank or the Corporation, or, solely as a passive or minority investor, in any business.
If the Employee does not comply with the provisions of this Section, the one-year period of non-competition provided herein shall be tolled and deemed not to run during any period(s) of noncompliance, the intention of the parties being to provide one full year of non-competition by the Employee after the termination or expiration of this Agreement.
Nothing in this Section 6, or any other provision of the Agreement, is intended or shall be construed to prohibit Employee from reporting conduct to, providing information to, or participating in any investigation or proceeding brought or conducted by, any federal, state or local governmental agency, or self-regulatory organization.
Notwithstanding the foregoing, in the event of Separation from Service for Just Cause there shall be delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the disinterested directors of the Bank and the Corporation at meetings of the boards called and held for that purpose (after reasonable notice to the Employee and an opportunity for the Employee, together with the Employee’s counsel, to be heard before the boards), such meetings and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following Separation from Service, but in no event later than sixty (60) days following such Separation from Service, finding that in the good faith opinion of the boards the Employee was guilty of conduct constituting Just Cause and specifying the particulars thereof in detail. If, following such meetings, the Employee is reinstated, he shall be entitled to receive the base salary, bonuses, vested rights all Employee Benefits, Life Insurance Benefits, Expense Reimbursement Benefits and Motor Vehicle Benefits for the period following Separation from Service and continuing through reinstatement as though he never experienced a Separation from Service.
Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(d) shall be reduced to the extent that on the date of the Employee’s Separation from Service, the present value of the benefits payable under subsection 8(d) exceeds any limitation on severance benefits that is imposed by the Office of the Comptroller of the Currency (the “OCC”) on such benefits.
All amounts payable to the Employee under subsections 8(d)(i) through 8(d)(v) shall be paid in one lump sum within ten (10) days of such Separation from Service.
For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events, which has not been consented to in advance by the Employee in writing (unless such voluntary Separation from Service occurs within the time period set forth in subsection 10(b) hereof, in which event the benefits and compensation provided for in Section 10 shall apply):
Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under this subsection shall be reduced to the extent that on the date of the Employee’s Separation from Service, the present value of the benefits payable under subsections 8(d)(ii), 8(d)(iii), and 8(d)(iv) exceed any limitation on severance benefits that is imposed by the OCC on such benefits.
The amount payable to the Employee under subsections 10(a)(i)(1) or (2) above shall be paid in one lump sum within ten (10) days of such Separation from Service.
For purposes of subsections 10(a)(ii)(1) and (2), persons will not be considered to be acting as a group solely because they purchase or own stock of the Bank or the Corporation at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a
group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock or similar business transaction with the Bank or the Corporation. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock or similar transaction, such shareholder is considered to be acting as a group with other shareholders only with respect to the ownership in that corporation before the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.
However, there is no Change in Control under this subsection when there is a transfer to an entity that is controlled by the shareholders of the Bank or Corporation immediately after the transfer. A transfer of assets by the Bank or Corporation is not treated as a change in the ownership of such assets if the assets are transferred to: (A) a shareholder of the Bank or Corporation (immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty (50) percent or more of the total value or voting power of which is owned, directly or indirectly, by the Bank or Corporation; (C) a person, or group of persons, that owns, directly or indirectly, fifty (50) percent or more of the total value or voting power of all the outstanding stock of the Bank or Corporation, or (D) an entity, at least fifty (50) percent of the total value or voting power of which is
owned, directly or indirectly, by a person described in (C). For purposes of this subsection, except as otherwise provided, a person’s status is determined immediately after the transfer of the assets. For example, a transfer to a company in which the Bank or Corporation has no ownership interest before the transaction, but which is a majority-owned subsidiary of the Bank or Corporation after the transaction, is not treated as a change in the ownership of the assets of the transferor Bank or Corporation.
For purposes of this subsection 10(a)(ii)(3), persons will not be considered to be acting as a group solely because they purchase assets of the Bank or Corporation at the same time. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar business transaction with the Bank or Corporation. If a person, including an entity shareholder, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of assets, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only to the extent of the ownership in that corporation before the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.
Notwithstanding the foregoing, the acquisition of Bank or Corporation stock by any retirement plan sponsored by the Bank or an affiliate of the Bank will not constitute a Change in Control. Additionally, notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 10(a)(i) shall be reduced to the extent that on the date of the Employee’s Separation from Service, the amount payable under subsection 10(a)(i) exceeds any limitation on severance benefits that is imposed by the OCC.
The Employee shall thereupon be entitled to receive the Accrued Benefits and the lump sum payment described in subsection 10(a)(i) of this Agreement within ten (10) days of such Separation from Service.
For purposes of this subsection 10(b), “Good Reason” means, the occurrence of any of the following events, which has not been consented to in advance by the Employee in writing:
Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 10(b) shall be reduced to the extent that on the date of the Employee’s Separation from Service, the amount payable under subsection 10(b) exceeds any limitation on severance benefits that is imposed by the OCC.
Should the Employee fail to obtain a final judgment in favor of the Employee and a final judgment or arbitration decision is entered in favor of the Company and if decided by arbitration, the arbitrator, pursuant to subsection 10(d)(ii), determines the Employee to be responsible for the Company’s expenses, then the Company shall be reimbursed for all costs and expenses, including reasonable attorneys’ fees arising from such dispute, proceedings or actions. Such reimbursement shall be paid within ten (10) days of the Company furnishing to the Employee written evidence, which may be in the form, among other things, of a canceled check or receipt, of any costs or expenses incurred by the Company.
or to such other address as either party hereto may have furnished to the other party in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
IN WITNESS WHEREOF, the parties have executed this Agreement on this 20th day of October, 2023.
ATTEST | FIRST FINANCIAL BANK, N.A. |
/s/ David Poellot | /s/ Rodger A. McHargue |
ATTEST /s/ David Poellot | FIRST FINANCIAL CORPORATION /s/ Rodger A. McHargue |
| EMPLOYEE /s/ Norman D. Lowery |
FIRST FINANCIAL CORPORATION
One First Financial Plaza, Terre Haute, Indiana 47807 (812) 238-6000
First Financial Corporation Announces Leadership Transition
Norman D. Lowery to Succeed Norman L. Lowery As President and CEO on January 1, 2024
Norman L. Lowery to Serve as Executive Chairman
Terre Haute, Indiana, October 20, 2023 - First Financial Corporation (NASDAQ: THFF) (the “Company”) today announced a leadership transition. Norman D. Lowery, Senior Vice President and Chief Operating Officer of the Company will succeed his father, Norman L. Lowery, as President and Chief Executive Officer on January 1, 2024. Norman L. Lowery, the Company’s current Chairman, President and Chief Executive Officer, will serve as Executive Chairman of the Board through December 31, 2024, at which time he will transition to the role of non-executive Chairman of the Board.
“Norman D. is absolutely the right person to lead First Financial,” Norman L. Lowery said. In his role as Chief Operating Officer, Norman has driven continued improvement in our operational execution as we have grown in size and expanded the footprint of our business. During his 33 years with First Financial, Norman has developed a deep knowledge of our varied lines of business and the communities we are so fortunate to serve. He is a proven leader who knows our culture and brings significant energy to work every day. Our Board has the utmost confidence that he will be an outstanding President and CEO.”
“It is an honor to succeed my father as First Financial’s President and CEO and to have the continued benefit of his leadership as Chairman and that of our committed Board of Directors,” Norman D. Lowery said. Over my three decades with the Company I have gained valuable experience across all of our business lines and functions. The strength of our culture and the level of talent of my associates at First Financial sets us apart from other banking organizations. I look forward to working with our entire team as we strive daily to create value for our shareholders, customers and the communities we serve.”
Norman D. Lowery, 55, was named Chief Operating Officer in 2010 and was first elected to the Company’s board of directors in 2020. Norman L. Lowery, 76, joined the Company’s board of directors in 1989 and was appointed Chairman of the Board in 2020. He has served as the Chairman, President and Chief Executive Officer of First Financial Bank, N.A. since 1996 and was named Chief Executive Officer and President of the Company in 2004 and 2013, respectively.
“Norman L. Lowery has been instrumental in our success for almost three decades,” said Ron Rich, the Company’s lead independent director. “His leadership has enabled us to consistently deliver for our stakeholders in good markets and when faced with the challenges of the financial crisis and pandemic. We look forward to Norman’s continued contributions as Executive Chairman.”
“We are pleased to name Norman D. Lowery to succeed his father as our President and Chief Executive Officer,” said Rich. “Norman earned the opportunity to take on this role through years of demonstrated strong operational expertise and leadership. We are well-positioned for the future with him at the helm.”
About First Financial Corporation
First Financial Corporation (NASDAQ:THFF) is the holding company for First Financial Bank N.A. First Financial Bank N.A. is the fifth oldest national bank in the United States, operating 70 banking centers in Illinois, Indiana, Kentucky and Tennessee. Additional information is available at www.first-online.bank.
Investor Contact:
Rodger A. McHargue
Chief Financial Officer
P: 812-238-6334
E: rmchargue@first-online.com
Document and Entity Information |
Oct. 17, 2023 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Document Period End Date | Oct. 17, 2023 |
Securities Act File Number | 0-16759 |
Entity Registrant Name | FIRST FINANCIAL CORPORATION |
Entity Incorporation, State or Country Code | IN |
Entity Tax Identification Number | 35-1546989 |
Entity Address, State or Province | IN |
Entity Address, Address Line One | One First Financial Plaza |
Entity Address, City or Town | Terre Haute |
Entity Address, Postal Zip Code | 47807 |
City Area Code | 812 |
Local Phone Number | 238-6000 |
Title of 12(b) Security | Common Stock, par value $0.125 per share |
Trading Symbol | THFF |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0000714562 |
Amendment Flag | false |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
N-2 |
Oct. 17, 2023 |
---|---|
Cover [Abstract] | |
Entity Central Index Key | 0000714562 |
Amendment Flag | false |
Securities Act File Number | 0-16759 |
Document Type | 8-K |
Entity Registrant Name | FIRST FINANCIAL CORPORATION |
Entity Address, Address Line One | One First Financial Plaza |
Entity Address, City or Town | Terre Haute |
Entity Address, State or Province | IN |
Entity Address, Postal Zip Code | 47807 |
City Area Code | 812 |
Local Phone Number | 238-6000 |
Entity Emerging Growth Company | false |
1 Year First Financial Chart |
1 Month First Financial Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions