UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 21, 2004
FIRST FINANCIAL BANCORP.
(Exact name of registrant as specified in its charter)
Ohio 0-12379 31-1042001
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
300 High Street, Hamilton, Ohio 45011
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 867-5240
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rul3 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
FORM 8-K FIRST FINANCIAL BANCORP.
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
(a)(1) On September 21, 2004, First Financial Bancorp. (the "Company") entered
into a definitive Employment and Non-Competition Agreement (the "Agreement")
with Claude E. Davis ("Mr. Davis"). Under the terms of the Agreement, Mr. Davis
will be employed by the Company to serve as its president and chief executive
officer.
(2) The following is a brief description of the terms and conditions of the
Agreement, a copy of which is attached as Exhibit 10.1 to this Form 8-K, that
are material to the Company.
Services: Mr. Davis will be employed by the Company to serve as its president
and chief executive officer.
Term: Mr. Davis's employment will begin on October 1, 2004 (the "Commencement
Date"). The initial term of the Agreement is for one year from the Commencement
Date, and the Agreement will automatically renew for successive one-year periods
after the initial term, unless and until terminated in accordance with the terms
of the Agreement.
Base Compensation: Mr. Davis's annual base salary will be $400,000. The Company
will review Mr. Davis's performance annually for the purpose of considering
potential increases to his base salary, with the first review to take place in
2005 during the Company's normal review process for its executive officers. The
base salary may not be increased as a result of the first annual review, if at
all, by more than 5%.
Bonuses: Mr. Davis will participate in the Company's Performance Incentive
Compensation Plan (the "PIC Plan") for 2004 with a target award of 50 points
(each point is equal to 1% of year-end base salary); provided that any bonus
awarded pursuant to the PIC Plan for 2004 will be pro-rated based upon Mr.
Davis's actual term of employment during 2004. Annual bonuses for subsequent
years will be based on Mr. Davis's participation in an annual PIC Plan or other
bonus plan established by the Company's board of directors. In addition to any
bonuses under the PIC Plan or such other plans, Mr. Davis will be entitled to a
bonus of $33,000 on each of the first three anniversaries of the Commencement
Date (the "Additional Bonuses"). Mr. Davis must be employed by the Company on
the applicable anniversary to receive the Additional Bonuses, except as
otherwise provided in the Agreement, as described below.
Stock Option Grants and Restricted Stock Awards: On the Commencement Date, or
soon thereafter, Mr. Davis will receive a stock option grant, subject to the
terms of the Company's 1999 Stock Incentive Plan for Officers and Employees (the
"Stock Plan"), for 50,000 shares of the Company's common stock. The option will
vest on the first anniversary of the date of the grant. Also on the Commencement
Date, or soon thereafter, Mr. Davis will receive a restricted stock award,
subject to the terms of the Stock Plan, for 35,000 shares of the Company's
common stock. Of the 35,000 shares, 17,500 will vest on the first anniversary of
the date of the award and 8,750 will vest on each of the second and third
anniversaries of the date of the award.
Termination: Mr. Davis's employment with the Company:
1. Will terminate automatically upon his death;
2. May be terminated either by the Company or Mr. Davis at the end of the
Agreement's initial term or any renewal term upon 90 days prior
written notice from either of them to the other;
3. May be terminated by Mr. Davis at any time for "Good Reason," meaning
the occurrence, without Mr. Davis's consent, of a significant reduction
in his base salary or his authority or responsibilities as set forth in
the Agreement;
4. May be terminated by the Company immediately upon notice to Mr. Davis at
any time for Cause, as defined in the Agreement; or
5. May be terminated by the Company immediately upon notice to Mr. Davis at
any time if he is then under a Long-Term Disability, as defined in the
Agreement.
Termination for Cause: The Company may terminate Mr. Davis's employment
immediately upon notice to Mr. Davis at any time for Cause. Under the terms of
the Agreement, Cause is defined as any one or more of the following:
1. Any act constituting (i) a felony under the federal laws of the United
States, the laws of any state, or any other applicable law, (ii) fraud,
embezzlement, misappropriation of assets, willful misfeasance, or
dishonesty, or (iii) other actions or criminal conduct which in any
way materially and adversely affects the reputation, goodwill, or business
position of the Company;
2. The failure of Mr. Davis to perform and observe all material obligations
and conditions to be performed and observed by Mr. Davis under the
Agreement, or to perform his duties in accordance, in all material
respects, with the policies, procedures, and directions established from
time to time by the Company's board of directors (the "Board") or a duly
authorized Board committee (any such failure, a "Performance Failure"), and
to correct such Performance Failure promptly following notice from the
Board to do so; or
3. Having corrected (or the Company having waived the correction of) a
Performance Failure, the occurrence of any subsequent Performance Failure
(whether of the same or different type or nature).
Severance: If Mr. Davis's employment is terminated as follows:
1. By the Company, without Cause (as defined in the Agreement), by providing
90 days written notice prior to the end of the Agreement's initial term
or any renewal term;
2. By the Company, without Cause, immediately upon notice to Mr. Davis at any
time, if he is then under a long-term disability, as defined in the
Agreement; or
3. By Mr. Davis at any time for "Good Reason," (as defined in the Agreement);
and
Mr. Davis has provided the Company with a separate, written release and covenant
not to sue; then Mr. Davis will be entitled to receive both A. and B., as
follows:
A. "Termination Compensation," meaning an aggregate amount based on the
multiple of Mr. Davis's base salary as of the date of termination as set
forth below if termination occurs during the corresponding period
indicated.
Termination Date Termination Compensation
---------------- ------------------------
On or before the third anniversary of the 1 x Base Salary
Commencement Date (other than a termination
within one year following a Change in Control,
as defined in the Agreement)
After the third anniversary of the 2 x Base Salary
Commencement Date or within one year
following a Change in Control
The Termination Compensation will be paid over the "Applicable Severance
Period," meaning the period of time set forth below if termination occurs
during the corresponding period indicated.
Termination Date Severance Period
---------------- ----------------
On or before the third anniversary of the 1 year Commencement
Date (other than a termination within one
year following a Change in Control)
After the third anniversary of the 2 years
Commencement Date or within one year
following a Change in Control
B. Any of the Additional Bonuses that remain unpaid at the time of such
termination, which will be paid to Mr. Davis at the time that such
Additional Bonuses would have been payable had his employment continued.
Confidentiality and Non-Competition: Mr. Davis is prohibited, at all times, from
disclosing any confidential information, as defined in the Agreement, except as
required by law, and must return all confidential information to the Company
upon termination of his employment. In addition, during the period beginning on
the Commencement Date and ending on the later of the first anniversary of the
date of termination of Mr. Davis's employment or the conclusion of the
Applicable Severance Period, Mr. Davis may not:
1. Engage in banking or lending services in the states where the Company
operates, or solicit any person or entity located in those states for the
provision of banking or lending services;
2. Induce or encourage any employee, officer, director, agent, customer,
depositor, supplier or independent contractor of the Company or its
affiliates to terminate its relationship with the Company or its
affiliates, or otherwise interfere with such relationships;
3. Employ anyone who, at any time within the one-year period immediately
preceding such employment was an employee, officer, or director of the
Company or its affiliates; or
4. Make any statements or take any actions which disparage or tend to diminish
the reputation of the Company or its affiliates.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(c)(1) On September 21, 2004, the Company entered into the Agreement with Mr.
Davis, which provides that, commencing on October 1, 2004, he will be employed
by the Company to serve as its president and chief executive officer.
(2) Mr. Davis, age 43, is currently a senior vice president at the $5.1 billon
Irwin Financial Corporation and chairman of Irwin Union Bank and Trust (Irwin
Bank) in Columbus, Indiana. In 1987, Mr. Davis joined Irwin Financial
Corporation and Irwin Bank (the company's lead bank) as vice president and
controller. Mr. Davis was named president of Irwin Bank in January of 1996 and
served in that capacity until 2003 when he was named to his current role.
Additional information regarding Mr. Davis's background and business experience
was included in a press release issued by the Company on September 22, 2004, a
copy of which is attached to this Form 8-K as Exhibit 99.1
(3) The material terms of the Agreement, a copy of which is attached as Exhibit
10.1 to this Form 8-K, are described above in Item 1.01(a)(2).
(d)(1) The Company intends that Mr. Davis will be elected to the Company's board
of directors, effective October 1, 2004, as a Class I director with a term
expiring in 2005, during the next regularly scheduled meeting of the Company's
board of directors, on September 28, 2004. In accordance with Article III,
Section 3.2, of the Amended and Restated Regulations of the Company, in order to
hold the office of president, Mr. Davis must be a member of the Company's board
of directors.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Employment and Non-Competition Agreement between Claude E. Davis and
First Financial Bancorp. dated September 21, 2004.
99.1 First Financial Bancorp. Press Release dated September 22, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST FINANCIAL BANCORP.
By: /s/ C. Douglas Lefferson
-------------------------------------
C. Douglas Lefferson
Senior Vice President and
Chief Financial Officer
Date: September 24, 2004
FORM 8-K FIRST FINANCIAL BANCORP.
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10.1 Employment and Non-Competition Agreement between Claude E. Davis
and First Financial Bancorp. dated September 21, 2004.
99.1 First Financial Bancorp. Press Release dated September 22, 2004.