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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 29, 2006
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FIRST FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Indiana 000-16759 35-1546989
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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One First Financial Plaza
Terre Haute, Indiana 47807
(Address of Principal Executive Offices, including Zip Code)
(812) 238-6000
(Registrant's Telephone Number, Including Area Code)
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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
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 20, 2005, First Financial Corporation (the "Corporation")
approved and joined in an extension of the existing employment agreement (the
"Employment Agreement") between First Financial Bank, NA ("FFB"), the
Corporation's wholly-owned banking subsidiary, and Norman L. Lowery, the Vice
Chairman, Chief Executive Officer, and Vice President of the Corporation and the
President and Chief Executive Officer of FFB. On March 29, 2006, the
Corporation, FFB and Mr. Lowery executed the amended Employment Agreement, which
is effective January 1, 2006. Attached hereto and incorporated herein by
reference as Exhibit 10.01 is a copy of the amended Employment Agreement.
The Employment Agreement is a five-year agreement which may be extended
each year by the board of directors of FFB for an additional one-year term.
Under the Employment Agreement, Mr. Lowery receives an annual salary equal to
his current salary, which is $433,908 for 2006, subject to increases approved by
the Board of Directors, and is entitled to participate in other bonus and fringe
benefit plans available to the Corporation's and FFB's employees.
If Mr. Lowery is terminated "without cause" or if he terminated for
"good reason," and such termination does not occur within 12 months after a
"change in control" (as such terms are defined in the Employment Agreement), he
would receive an amount equal to the sum of his base salary and bonuses through
the end of the then-current term of the Employment Agreement. He is entitled to
receive cash reimbursements in an amount equal to his cost of obtaining all
benefits which he would have been eligible to participate in or receive though
the term of the Employment Agreement.
If Mr. Lowery is terminated for other than "just cause" or is
constructively discharged and this occurs within 12 months following a change in
control, he would be entitled to an amount equal to the greater of the
compensation and benefits described above if the termination did not occur
within 12 months following a change in control; or, the product of 2.99 times
the sum of (i) his base salary in effect as of the date of the change in
control; (ii) an amount equal to the bonuses received by or payable to him in or
for the calendar year prior to the year in which the change in control occurs;
and (iii) cash reimbursements in an amount equal to his cost of obtaining for a
period of three years, beginning on the date of termination, all benefits which
he was eligible to participate in or receive. Mr. Lowery is also entitled to the
payment provided for in the paragraph if a change in control occurs that was not
approved by a majority of the Board of Directors.
If Mr. Lowery qualifies as a "key employee" at the time of his
separation from service, FFB may not make certain payments earlier than six
months following the date of the his separation from service (or, if earlier,
the date of his death). Payments to which Mr. Lowery would otherwise be entitled
during the first six months following the date of his separation from service
will be accumulated and paid to Mr. Lowery on the first day of the seventh month
following his separation from service.
If as a result of a change in control Mr. Lowery becomes entitled to
any payments from FFB which are determined to be payments subject to the Code
Section 280G, the amount due will be increased to include payment equal to the
amount of excise tax imposed under Sections 280G and 4999 of the Internal
Revenue Code (the "Excise Tax Payment") and the amount necessary to provide the
Excise Tax Payment net of all income, payroll and excise taxes.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
10.01 Employment Agreement between First Financial Bank, National
Association and Norman L. Lowery, as joined in by First
Financial Corporation
SIGNATURE
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.
Date: March 30, 2006
FIRST FINANCIAL CORPORATION
By: /s/ Michael A. Carty
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Michael A. Carty
Secretary, Treasurer and Chief
Financial Officer
INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION
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10.01 Employment Agreement between First Financial Bank,
National Association and Norman L. Lowery, as joined
in by First Financial Corporation
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