展品10.2
old national bancorp
修訂並重新制定的2008年激勵報酬計劃
ROATCE績效單位獎勵協議
本ROATCE績效單位獎勵協議（包括此處的所有附件，本“（d）「董事會」應指公司的董事會。”）自2024年3月1日（"授予日期”），由印第安納州老國家銀行股份有限公司（“公司 【FIRSTNAME】 【LASTNAME】，公司或其關聯公司之一的任職人員或僱員（“參與者”).
背景
A. 公司通過修訂的old national bancorp 2008年激勵報酬計劃，並對其進行修訂（以下簡稱“401(k)計劃的僱主貢獻”)，以進一步促進公司及其關聯公司的增長和財務成功，通過使參與的高級管理人員和關鍵員工（以下簡稱"2024年計劃授權的股票。根據2024年計劃規定的調整，可在2024年計劃津貼計劃獎勵中發行或轉讓的普通股的最大數量限制爲500萬股（考慮到逆向股票分割的影響）。"）的利益更緊密地與公司股東的利益保持一致，爲參與者提供額外激勵，鼓勵他們在爲公司及其關聯公司提供服務中取得卓越表現，並促進參與者之間的團隊合作。
公司認爲通過向符合條件的高管和其他關鍵員工授予績效單位（如計劃中定義）可以實現計劃的目標。
C. 公司董事會的人才發展和薪酬委員會已確定，根據本獎勵協議向參與者授予績效單位符合公司及其關聯公司的最佳利益，並促進計劃的目的。委員會公司董事會的人才發展和薪酬委員會已確定，根據本獎勵協議向參與者授予績效單位符合公司及其關聯公司的最佳利益，並促進計劃的目的。
D. 參與者希望接受本處所載績效單位的公司授予，須遵守本獎勵協議和計劃的條款和條件，並確認他/她已閱讀並接受公司的股權擁有指引（如本章第8部分所定義）和獎金追溯/收回政策，該政策可能會被公司不時修改。
協議
鑑於前述敘述及本協議中含有的相互契約，公司與參與者同意如下：
1.特定定義術語根據本獎勵協議的目的，如果單詞的第一個字母（或術語中的每個單詞）是大寫的，則該術語應具有本獎勵協議規定的含義，或者如果本獎勵協議未對此進行定義，則應具有計劃中指定的含義。除非上下文另有要求，否則以下術語在本獎勵協議中應具有下面指定的相應含義：
(a)“實現了ROATCE績效單元”在第4(b)節中規定的含義。
(b)"調整後的股份分配數量「意味着股份數量等於未調整的股份分配和股利等值調整的總和。」
(c)"附錄A“和“附錄B「」分別指本獎勵協議的附錄A和附錄B，均已被納入併成爲本協議的一部分。
(d)"股息等值調整「ROATCE績效單位」指根據第6（c）條規定確定的一定數量的股息等值，增加到未調整股份分配金額中，以反映在績效期內支付給公司普通股股東的現金股息金額，這些股息從未調整股份分配金額確定的股份中被包括在內。
(e)“分紅相等物「」表示計劃第10.06節所 contempl陶的股息相當物，其以附帶條件的方式支付，無論如何均應受到此處所規定的績效目標的影響以及 ROATCE績效單位的歸屬情況，對於這些股息相當物被視爲已支付的績效單位。
(f)“其他限制「」表示公司無正當理由終止僱傭或參與者因正當理由終止，如計劃所定義的那樣。
(g)""表示在附件A中規定的達到最大可兌換ROATCE績效單位數量所需實現的績效目標。
(h)"最低績效「"」指的是任何ROATCE業績單位實現（獲得授予）所需的最低或閾值業績目標達成，如附錄A所述。
(i)"績效目標"意味着附錄A中規定的財務目標或其他績效因素，在績效期間達到這些目標（至少達到「最低」或「閾值」水平）是分配任何ROATCE績效單位股份的條件。
(j)"績效期間「」表示附件A中指定的績效期。
(k)"績效單位「在計劃中規定的意思。」
(l)“定期歸屬日期「」在第6(g)條中有所規定。
(m) ""ROATCE註冊聲明處理安排「達成ROATCE」 分別指附錄A中賦予它們的含義。
(n) "其他"ROATCE績效單位指根據本獎勵協議授予的有條件權利，即根據附表A規定的績效目標在最低績效或更高水平達成後分配股份，由委員會認證，並滿足本獎勵協議中規定的其他條件。
(o) "第"指的是本獎勵協議的一個部分。
(p)"目標ROATCE績效單位”在第3節中所規定的含義。
(q) "Avinash Avula"意味着在本獎勵協議第3部分中設定的目標ROATCE績效單位的實際收益要求達到100％的績效目標實現，如附錄A進一步描述的，並在附錄A中相關表格中指定爲「目標」.
(r) "未調整的分發股票數量"表示在任何已實現ROATCE績效單位的情況下，參與者可分配的股份數量（在歸屬後），按一比一的比例計算，而後才考慮分紅權調整或減去必需的稅款代扣股份。
2.計劃條款的納入；計劃監管。 所有計劃條款，包括定義（在本獎勵協議中沒有提供不同定義的情況下），均通過引用並明確成爲本獎勵協議的一部分。參與者特此確認已收到計劃的副本。在本獎勵協議的任何條款（在考慮任何計劃條款納入之前）與計劃的任何條款之間發生任何衝突時，計劃條款將發揮作用，並優先於任何衝突的本獎勵協議條款。
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3.ROATCE績效單位獎勵公司已授予參與者 [[已授予股份]] ROATCE績效單位自授予日期起生效，前提是並受此獎勵協議和計劃條款的約束和規定（以下簡稱“目標ROATCE績效單位”).
4. Performance Goals and Achievement Determination
(a) Performance Goals. The applicable Performance Goals, the weight given to each Performance Goal, and the Minimum Performance, Target Performance, and Maximum Performance are as set forth in Appendix A.
(b) Certification of Achievement of Performance Goals. Following the end of the Performance Period and after completion of the audit of the Company’s consolidated financial statements as of and for the last full calendar year of the Performance Period, the Committee will determine and certify whether and, if so, at what level the Performance Goals have been achieved and, in accordance with Appendix A, the number of ROATCE Performance Units or percentage relative to the Target ROATCE Performance Units that would result from that achievement under this Award Agreement (“Achieved ROATCE Performance Units”).
5. Contingent Rights to any Share Distributions on Account of Performance Units
(a) Conditional ROATCE Performance Unit Award. Except as otherwise provided in Section 7 or this Section 5, no ROATCE Performance Units will vest or otherwise be deemed earned, and no distributions of Shares will be made (and no entitlement to the same will apply), unless and until (i) the respective Minimum Performance is achieved or exceeded in accordance with the Performance Goal set out in Appendix A, as certified by the Committee in accordance with Section 4(b), and (ii) the Participant (A) is continually employed by the Company or an Affiliate at all times from the award of the ROATCE Performance Units until the Regular Vesting Date (as defined in Section 6(g)); provided, however, the Committee may, in its discretion, waive the continuous employment requirement in this clause (ii), or (B) Terminates Service on account of his death, Disability, Retirement or due to an Involuntary Termination during the Performance Period or between the end of the Performance Period and the Regular Vesting Date, as provided in this Section 5.
(b) Participant Disability or Retirement. If the Participant Terminates Service on account of the Participant’s Disability or Retirement occurring either during the Performance Period or between the end of the Performance Period and the Regular Vesting Date, the Participant’s ROATCE Performance Units shall remain outstanding as if the Participant had not Terminated Service, and payments via Share distributions with respect to such ROATCE Performance Units shall be made as of the same Regular Vesting Date and subject to the same Performance Goal requirements as payments that are made to participants who did not incur a Termination of Service during any such period.
(c) Participant Death during Performance Period. If the Participant Terminates Service due to death during the Performance Period, the performance requirements with respect to the Participant’s ROATCE Performance Units shall lapse and, on the date of such Termination of Service, the Participant’s Beneficiary shall be fully entitled to payment in Shares with respect to such Performance Units, determined as if Target Performance had been achieved and the Performance Period ended on the date of the Participant’s death. Such payments via distribution of Shares shall be made within sixty (60) days after the Participant’s death.
(d) Participant Death after Performance Period. If the Participant Terminates Service after the end of the Performance Period due to death, the Participant’s Beneficiary shall be entitled to the greater of the following: (i) an Unadjusted Share Distribution Amount in respect of the ROATCE Performance Units covered by this Award Agreement determined as if Target Performance had been achieved and the Performance Period had ended on the date of the Participant’s death, or (ii) an Unadjusted Share Distribution Amount in respect of the ROATCE Performance Units covered by this Award Agreement, determined as set forth in Section 6(b) and Appendix A as if the Participant had not Terminated Service before the Regular Vesting Date due to his or her death and such ROATCE Performance Units remained outstanding. Any payment in Shares under this Section 5(d) shall be made at the same Regular Vesting Date as Share distributions are made in respect of other ROATCE Performance Units
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granted on the same Grant Date as shown on Appendix A to participants who did not incur a Termination of Service during the applicable Performance Period.
(e) Participant Involuntary Termination. If the Participant Terminates Service due to an Involuntary Termination occurring either during the Performance Period or between the end of the Performance Period and the Regular Vesting Date and if the Participant executes and delivers to the Company the applicable Company-provided release and severance agreement related to such Termination, a pro-rata portion of the Participant’s ROATCE Performance Units (determined in accordance with this Section) shall remain outstanding as if the Participant had not Terminated Service, and payments via Share distributions with respect to such pro-rata portion of the ROATCE Performance Units (and any Achieved ROATCE Performance Units based thereon) shall be made as of the same Regular Vesting Date and subject to the same Performance Goal requirements as payments that are made to Participants who did not incur a Termination of Service during any such period. The pro-rata portion of ROATCE Performance Units which still may become Achieved ROATCE Performance Units following an Involuntary Termination in accordance with this Section (if the aforementioned conditions are met) shall equal the number of ROATCE Performance Units covered by this Award Agreement multiplied by a fraction, for which the numerator is the number of whole months which have elapsed from the beginning of the applicable Performance Period to the effective date of the Involuntary Termination and the denominator is the number of whole months in the entire Performance Period. The pro-rata portion of the ROATCE Performance Units determined as provided in this Section 5(e) shall remain subject to the terms and conditions of this Award Agreement (including Section 6 and Appendix A), and all ROATCE Performance Units covered by this Award Agreement which are in excess of the pro-rata portion thereof shall be forfeited by the Participant as of the effective date of the Involuntary Termination. Notwithstanding the foregoing terms of this Section 5(e), if the Participant who experiences an Involuntary Termination otherwise qualifies for Retirement (as defined in the Plan) at the time of such Involuntary Termination, the Retirement provisions in Section 5(b) will take precedence over this Section 5(e) and instead apply.
6. Determination and Timing of Any Share Distributions
(a) Distributions in Shares. All payments on account of any Achieved ROATCE Performance Units shall be made in the form of whole shares of the Company’s voting common stock (“Shares”) distributed to the Participant as provided in this Award Agreement. Any such Share distributions may be made via the Company’s establishment of a book entry account for such Shares in the name of the Participant.
(b) Determination of Unadjusted Share Distribution Amount. Any Unadjusted Share Distribution Amount shall be calculated on a one-for-one basis relative to the number of Achieved ROATCE Performance Units, if any. By way of examples, (i) if Target Performance for the Performance Period is achieved but not exceeded with respect to the Performance Goal, 100% of the Target ROATCE Performance Units will be deemed to be Achieved ROATCE Performance Units and the Unadjusted Share Distribution Amount will consist of one share of the Company's voting common stock for each of such Target ROATCE Performance Units; and (ii) if Maximum Performance or greater for the Performance Period is achieved with respect to the Performance Goal, 200% of the Target ROATCE Performance Units will be deemed to be Achieved ROATCE Performance Units and the Unadjusted Share Distribution Amount will consist of one Share for each of such Achieved ROATCE Performance Units.
(c) Determination of Adjusted Share Distribution Amount. Except as otherwise provided for in this Award Agreement, a Dividend Equivalent Adjustment shall be added to the Unadjusted Share Distribution Amount in order to determine the number of Shares constituting the Adjusted Share Distribution Amount. The Dividend Equivalent Adjustment shall be a number of ROATCE Performance Units equal to the number of ROATCE Performance Units that would have resulted if each cash dividend paid during the Performance Period on the Shares included in the Unadjusted Share Distribution Amount had been reinvested in Shares.
(d) Reduction for Applicable Tax Withholding. After calculating the Adjusted Share Distribution Amount, the number of Shares to be distributed on account of the Achieved ROATCE Performance Units shall be reduced by applicable tax withholdings as provided in Section 10 of this Award Agreement and Article XV of the Plan.
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(e) Rounding Down to Avoid Fractional Shares. If, after deducting Shares from the Adjusted Share Distribution Amount sufficient to cover applicable tax withholdings, the Participant would be entitled to a fractional Share as part of any distribution of Shares, the net number of Shares distributable to the Participant under this Award Agreement shall be rounded down to the next whole number of Shares.
(f) Retained Committee Discretion. Notwithstanding any other provision of this Award Agreement, the Committee may, in its sole discretion, reduce or increase the number of Shares that may be distributed as determined pursuant to the Adjusted Share Distribution Amount calculation set forth above. The preceding sentence shall not apply to reduce a distribution made pursuant to Section 7.
(g) Timing of Any Share Distributions. Except as otherwise provided in Sections 5(c) or 7, after the Committee has certified achievement of the Performance Goal as provided in Section 4(b), the Company shall distribute the Adjusted Share Distribution Amount, reduced to reflect tax withholding and any related downward rounding to eliminate any fractional shares, on March 15th of the calendar year following the year in which the Performance Period ends (such date of distribution of Shares being referred to as the “Regular Vesting Date”).
(h) No Shareholder Rights Prior to Share Distribution. Because this is an award of Performance Units and not actual Shares of Company common stock, the Participant shall not have any rights or privileges as a shareholder of the Company based on the award of any ROATCE Performance Units or the achievement of any Performance Goals, unless and until Shares have been recorded on the Company’s official shareholder records (or the records of its transfer agent or registrar) as having been issued and distributed to the Participant (or his or her Beneficiary) after vesting in accordance herewith. In illustration and not in limitation of the foregoing, prior to vesting and such issuance and distribution of Shares to the Participant, the Participant shall not have any voting rights or, except as expressly provided herein with respect to contingent rights to Dividend Equivalents as part of any Adjusted Share Distribution Amount, any rights to receive dividends with respect to or based on any ROATCE Performance Units.
7. Change in Control Terms. If a Change in Control of the Company occurs after the Grant Date and during the Performance Period, Article XVI of the Plan shall govern the disposition of ROATCE Performance Units awarded under this Award Agreement.
8. Participant’s Investment Representations; Stock Ownership Guideline Covenants. Before the distribution of Shares with respect to any Achieved ROATCE Performance Units, the Participant shall provide any written investment representations reasonably requested by the Company. At the time any such Shares are distributed, if the Participant is subject to, and does not then satisfy, the Company’s Stock Ownership Guidelines for executives and directors, as may be amended and in effect from time to time and as set forth in the applicable section of the Company’s Corporate Governance Guidelines posted on the Company’s website or as otherwise established by the Committee (the “Stock Ownership Guidelines”), the Participant shall continue to hold the Shares distributed to the Participant (net of Shares withheld for taxes) until such time thereafter as the Participant first or again satisfies the Stock Ownership Guidelines.
9. Restrictive Covenants Applicable to the Participant. By executing and accepting this Award Agreement, and in consideration of the award of the ROATCE Performance Units to the Participant, the Participant: (a) hereby agrees to comply with and be bound by the restrictive covenants contained in Appendix B (the “Restrictive Covenants”); (b) understands and acknowledges that (i) the grant of ROATCE Performance Units pursuant to this Award Agreement, and (ii) any vesting or distribution of Shares to the Participant with respect thereto, are expressly conditioned on and subject to the Participant’s continuing compliance with each of the Restrictive Covenants; and (c) understands and acknowledges that the Company may seek and obtain any and all available remedies for any non-compliance with the Restrictive Covenants, in addition to the forfeiture of any Performance Units. The Restrictive Covenants are independent of and in addition to (not in replacement of) any covenants on the same or similar subjects to which the Participant may have previously agreed in any employment, confidentiality, non-solicitation, non-competition, severance, change in control, incentive compensation grant or award or other agreement to which the Participant is a party or by which he or she is bound, all of which other agreements shall remain in full force and effect.
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10. Income and Employment Tax Withholding. All required federal, state, city, and local income and employment taxes that arise on account of the ROATCE Performance Units shall be satisfied through the withholding of Shares otherwise distributable as a part of the Adjusted Share Payment Amount pursuant to this Award Agreement.
11. Nontransferability. Unless and until vested in accordance with the terms of this Award Agreement, the Participant's interest in the ROATCE Performance Units or any contingent rights to any distribution of any Shares with respect to such ROATCE Performance Units may not be (i) sold, transferred, assigned, margined, encumbered, bequeathed, gifted, alienated, hypothecated, pledged, or otherwise disposed of, whether by operation of law, whether voluntarily or involuntarily or otherwise, other than by will or by the laws of descent and distribution, or (ii) subject to execution, attachment, or similar process. Any attempted or purported transfer in contravention of this Section shall be null and void from the start and of no force or effect whatsoever. Following the execution of this Award Agreement, the Participant may expressly designate a death beneficiary (“Beneficiary”) by completing and delivering a designation of beneficiary agreement (“Beneficiary Designation”) and delivering a copy of the Beneficiary Designation to the Company. In the event the Participant does not designate a beneficiary, then the applicable state law shall determine succession.
12. Indemnity. The Participant hereby agrees to indemnify and hold harmless the Company and its Affiliates (and their respective directors, officers and employees), and the Committee, from and against any and all losses, claims, damages, liabilities and expenses based upon or arising out of the incorrectness or alleged incorrectness of any investment representation made by Participant to the Company under Section 8 or any failure on the part of the Participant to perform any agreements contained herein. The Participant hereby further agrees to release and hold harmless the Company and its Affiliates (and their respective directors, officers and employees) from and against any tax liability, including without limitation, interest and penalties, incurred by the Participant in connection with his or her participation in the Plan.
13. Changes in Shares. In the event of any change in the Shares as described in Section 4.04 of the Plan, the Committee shall make such adjustment or substitution in the number or kind of Performance Units or shares subject to, or the terms of, this Award Agreement as it deems appropriate and consistent with such Section 4.04, so that the contingent economic value of the Performance Units covered by this Award Agreement remains substantially the same.
14. No Rights to Future Awards or Continued Employment. Nothing in the Plan or this Award Agreement creates any right for the Participant to receive, or any obligation on the part of the Company to grant to the Participant, any future awards of any kind under the Plan. In addition, nothing in the Plan or this Award Agreement confers any rights or obligations on the Participant to continued employment or service with the Company or any of its Affiliates or affects in any manner the right of the Company or its Affiliates or the Participant to terminate the Participant’s employment or service to the Company or any of its Affiliates at any time, subject to the terms of any employment agreement between the Participant and the Company or any of its Affiliates and any Plan terms applicable to Terminations for Good Reason.
15. Committee Determinations; Other Interpretive Matters. Any and all determinations made by the Committee under and as permitted by the Plan with respect to this Award Agreement or the Plan (including any made pursuant to Section 13 hereof) shall be conclusive, final and binding upon the Participant and any and all of his or her heirs, executors, administrators or others purporting to derive any rights or claims by or through the Participant. Except where otherwise specified or the context otherwise requires, (i) references such as “herein,” “hereto” or “hereof” refer to this Award Agreement in its entirety, including any and all Appendices hereto, (ii) “including” and similar references whenever used herein mean “including, without limitation,” and (iii) the descriptive headings of the Sections and, where applicable, subsections of this Award Agreement are inserted for convenience only and shall not affect the interpretation of this Award Agreement.
16. Governing Law. To the extent not otherwise governed by the laws of the United States (including the Internal Revenue Code), this Award Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without reference to the choice of law principles thereof.
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17. Jury Trial Waiver. The Company and the Participant hereby knowingly, voluntarily and irrevocably waive any right to a trial by jury of any dispute under or action relating to this Award Agreement (including the Appendices hereto) and agree that any such dispute or action shall be tried before a judge sitting without a jury.
18. Survival. The provisions of Sections 1, 2 and 4 through 17, inclusive, including Appendices A and B as incorporated in any of the foregoing, Sections 19 and 20 and this Section 18 of this Award Agreement, as well as the Restrictive Covenants contained in Appendix B hereto, will survive the expiration or termination of this Award Agreement, the vesting or forfeiture of any ROATCE Performance Units and distribution of Shares in respect of any Achieved ROATCE Performance Units pursuant hereto and/or any Termination of the Participant’s employment or service for any reason whatsoever.
19. Counterparts. This Award Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original, but all of which collectively will constitute one and the same agreement.
20. Clawback. Any grant of ROATCE Performance Units under this Award Agreement or any other award granted or paid to the Participant under the Plan, whether in the form of stock options, stock appreciation rights, restricted stock, performance shares, performance units, stock or cash, is subject to recoupment or “clawback” by the Company in accordance with the Company’s Clawback Policy, adopted by the Company in 2023 and as the same may be amended and in effect from time to time, or as otherwise established by the Committee.
IN WITNESS WHEREOF, the Company, by its officer thereunder duly authorized, and the Participant, have caused this Award Agreement to be executed as of the day and year first above written.
PARTICIPANT
Accepted by: [[SIGNATURE]] Date: [[SIGNATURE_DATE]]
OLD NATIONAL BANCORP
By: __________________________
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APPENDIX A TO ROATCE PERFORMANCE UNIT AWARD AGREEMENT
(ROATCE Performance Factor)
Grant Date: March 1, 2024
Performance Units Awarded: See Section 3 of the Award Agreement
Performance Period: January 1, 2024 through December 31, 2026
Applicable Performance Factor
The number of Shares payable on account of the ROATCE Performance Units covered by this Award Agreement (before any Dividend Equivalent Adjustment or tax withholding) will be based on the results of the following performance factor ("Performance Factor"), as first measured for the Company on a standalone basis and, if within certain parameters (described below under the heading “Calculation of ROATCE Performance Factor”) then measured relative to the Comparator Group Companies (as defined below):
•Return on Average Tangible Common Equity (“ROATCE”)
For purposes of this Award Agreement, the ROATCE Performance Factor will be determined for the Company, and (if and when then required) for each of the Comparator Group Companies, as provided in the definition of ROATCE Attainment and as further described below in this Appendix A.
Definitions Related to ROATCE Performance Factor
Adjusted Full Year Company Net Income: Net income as reported in the Company’s audited Consolidated Statement of Income for the year ending December 31, 2026, as included in the Company’s Annual Report on Form 10-K for such year, adjusted to: (i) add back intangible amortization, net of tax at the federal statutory for 2026, (ii) exclude all GAAP charges that relate to unusual or non-recurring events, net of tax at the incremental rate used for the Company’s Executive Short-Term Incentive Plan for 2026 , and (iii) exclude charges relating to mergers, acquisitions, dispositions and other similar corporate transactions, branch closure and other facility termination charges, severance charges and any other charges generally excluded from the Company’s publicly reported “Non-GAAP Financial Measures,” net of tax at the incremental rate used for the Company’s Executive Short-Term Incentive Plan for 2026.
Average Full Year Company Tangible Common Equity: Average total common equity as reported in the Company’s internal financial performance report for the year ending December 31, 2026, adjusted to subtract full year average goodwill and average intangible assets and to also adjust for the average impact of the adjustments to net income described in the definition of Adjusted Full Year Company Net Income.
“Company’s ROATCE Attainment” or any similar reference to the ROATCE Attainment by the Company means the Adjusted Full Year Company Net Income divided by the Average Full Year Company Tangible Common Equity.
“Comparator Group” and “Comparator Group Companies” have the respective meanings set forth below under the heading “Comparator Group” in this Appendix A.
“Comparator Group Companies’ ROATCE Attainment” or any similar reference to the ROATCE Attainment by one or more Comparator Group Companies means the ROATCE Performance Factor results for each such Comparator Group Company, calculated based on that company’s full year net income from continuing operations for the year ended December 31, 2026 publicly reported by that company, adjusted for tax-affected amortization of goodwill and other intangible assets (using the statutory tax rate), as a percent of such company’s average common tangible equity.
“ROATCE Attainment” means either the Company’s ROATCE Attainment or the Comparator Group Companies’ ROATCE Attainment, as the context requires.
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Performance Weighting Fraction
“Performance Weighting Fraction” means the relative weighting assigned to the above-identified Performance Factor(s) in determining the number of Shares to be distributed (before any Dividend Equivalent Adjustment or tax withholding) with respect to the Achieved ROATCE Performance Units. For purposes of this Award Agreement, the Performance Weighting Fraction is as follows:
| ROATCE | ||
| 100% | ||
Calculation of ROATCE Performance Factor
The percentage, if any, of the Target ROATCE Performance Units achieved and any resulting Unadjusted Share Distribution Amount will be determined by establishing the Company’s ROATCE performance percentile rank relative to Comparator Group Companies (excluding the Company). That relative percentile rank will be determined by interpolating the Company’s ROATCE Attainment percentage between those Comparator Group Companies with ROATCE Attainment immediately above and below that of the Company.
The table below shows the percentage of Shares issuable with respect to the Target ROATCE Performance Units covered by this Award Agreement (before any Dividend Equivalent Adjustment or tax withholding) at selected performance levels, subject to the Participant’s satisfaction of the vesting requirements described in Section 5(a) of this Award Agreement:
| Percentile Rank vs. Comparator Group | % of Target ROATCE Performance Units Achieved and Resulting Unadjusted Share Distribution Amount (Subject to Vesting) | Performance Level | ||||||
| < 25% | 0% | Below Threshold | ||||||
| 25% | 50% | Threshold/Minimum | ||||||
| 50% | 100% | Target | ||||||
| ≥ 90% | 200% | Maximum | ||||||
Linear interpolation shall be applied between percentages shown in the first column of the table above to determine the resulting percentage of Target ROATCE Performance Units achieved for the Performance Period and the resulting Unadjusted Share Distribution Amount (subject to satisfaction of applicable vesting requirements). For example, if the Company’s percentile rank compared to the Comparator Group were 70%, the number of Achieved ROATCE Performance Units would equal 150% of the Target ROATCE Performance Units.
Comparator Group
The "Comparator Group" is defined as and consists of the following comparator companies (alphabetized below by name), derived from the KBW Nasdaq Regional Banking Total Return Index (Nasdaq: KRXTR) as of the Grant Date (the “Index”), but excluding the Company from the Comparator Group, subject to adjustment of such included comparator companies as set forth under the following table (such companies as are included in the Comparator Group at the end of the Performance Period, after any such adjustment, sometimes referred to individually as a “Comparator Group Company” and collectively as “Comparator Group Companies”):
| Company Name | Company Ticker | |||||||
| 1 | Ameris Bancorp | ABCB | ||||||
| 2 | Associated Banc-Corp | ASB | ||||||
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| 3 | Atlantic Union Bk Cm | AUB | ||||||
| 4 | Banc of California | BANC | ||||||
| 5 | BankUnited, Inc | BKU | ||||||
| 6 | Bank of Hawaii CP | BOH | ||||||
| 7 | BOK Financial Corp | BOKF | ||||||
| 8 | Popular, Inc. | BPOP | ||||||
| 9 | Brookline Bancorp | BRKL | ||||||
| 10 | Cadence Bank | CADE | ||||||
| 11 | Cathay General Bancorp | CATY | ||||||
| 12 | Commerce Bancshares, Inc. | CBSH | ||||||
| 13 | Community Bank Sys Inc. | CBU | ||||||
| 14 | Cullen Frost Bnkrs | CFR | ||||||
| 15 | Columbia Banking Sys | COLB | ||||||
| 16 | CVB Financial Corp | CVBF | ||||||
| 17 | Eastern Bankshare CM | EBC | ||||||
| 18 | First BanCorp | FBP | ||||||
| 19 | First Commonwealth Financial | FCF | ||||||
| 20 | First Financial Bancorp (OH) | FFBC | ||||||
| 21 | First Finl Bkshs Inc. | FFIN | ||||||
| 22 | First Hawaiian Comm | FHB | ||||||
| 23 | First Interstate Ban | FIBK | ||||||
| 24 | F.N.B. CP | FNB | ||||||
| 25 | Fulton Financial Corporation | FULT | ||||||
| 26 | Glacier Bancorp Inc. | GBCI | ||||||
| 27 | Home Bancshares Inc. | HOMB | ||||||
| 28 | Hope Bancorp Com | HOPE | ||||||
| 29 | Hancock Whitney Corp | HWC | ||||||
| 30 | Independent Bk Corp | INDB | ||||||
| 31 | New York Community Bancorp Inc | NYCB | ||||||
| 32 | Bank Ozk Cmn Stk | OZK | ||||||
| 33 | Prosperity Bncsh Inc | PB | ||||||
| 34 | Provident Fnl Srvs | PFS | ||||||
| 35 | Pinnacle Finl Ptnrs | PNFP | ||||||
| 36 | Pacific Premier Bncp | PPBI | ||||||
| 37 | Simmons First Natl | SFNC | ||||||
| 38 | Synovus Financial CP | SNV | ||||||
| 39 | South State CP Cmn | SSB | ||||||
| 40 | Texas Capital Bncsh | TCBI | ||||||
| 41 | Trustmark Corporation | TRMK | ||||||
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| 42 | United Bkshs Inc | UBSI | ||||||
| 43 | United Comm Banks | UCBI | ||||||
| 44 | UMP Financial Corporation | UMBF | ||||||
| 45 | Valley National Bancorp Cmn | VLY | ||||||
| 46 | Washington Federal | WAFD | ||||||
| 47 | Webster Financial Corp | WBS | ||||||
| 48 | WSFS Financial Corp | WSFS | ||||||
| 49 | Wintrust Financial Corporation | WTFC | ||||||
A company listed above shall be removed from the Comparator Group if it has been removed from the Index before the end of the Performance Period. In any such case, neither the removed company nor any new or substitute company added to the Index in replacement for the removed company will be included in the calculation of relative ROATCE Attainment or the determination of the number of Achieved ROATCE Performance Units or the Unadjusted Share Distribution Amount.
Award Determination and Adjustment; Timing
The Committee will review and certify the Company’s achievement of the Performance Factor as provided in Section 4(b) of this Award Agreement and may exercise its good faith discretion, consistent with Article III of the Plan, to interpret or adjust the Performance Factor, the ROATCE Attainment by the Company or any Comparator Group Company or the terms of this Award Agreement. Without limiting the foregoing, except as otherwise provided in Section 6(f), the Committee reserves the right to use negative discretion to reduce the amount of any award. Shares distributable in respect of any Achieved ROATCE Performance Units will be distributed in accordance with the timing set forth in Section 6(g) of this Award Agreement.
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APPENDIX B TO ROATCE PERFORMANCE UNITS AWARD AGREEMENT
(Participant’s Restrictive Covenants)
1. Definitions. When used in and for purposes of this Appendix B, the following capitalized terms have the respective meanings set forth below. Unless otherwise defined or redefined in this Appendix B, capitalized terms herein have the same respective meanings as set forth in the body of the Award Agreement.
"Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with, such Person, with “Control” and such similar terms meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such other Person, whether through ownership of voting securities or similar ownership interests, by contract or otherwise.
“Business” means, collectively, the products and services provided by the Company, as the same may evolve or be changed from time to time, including but not limited to those involving the following core business areas: (i) community and/or commercial banking, including lending activities (whether individual/retail consumer loans or lines of credit or commercial loans, letters of credit and real estate or lease transactions), depositary activities, debit and ATM cards, merchant cash management, internet banking and other general banking activities; (ii) investment and brokerage services, including provision of investment advice and investment options; (iii) treasury services, including investment management, wholesale funding, interest rate risk, liquidity and leverage management and capital markets products or services (including interest rate derivatives, foreign exchange and bond financings); (iv) wealth management, including fiduciary and trust services, fee-based asset management, mutual fund management or other investment advisory services; (v) insurance agency services, including insurance brokerage services such as commercial property and casualty, surety, loss control services, employee benefits consulting and administration and personal insurance.
“Company” when used in and for purposes of this Appendix B means Old National Bancorp and its Affiliates, collectively or individually, as the same may exist at any particular referenced time or for any referenced historical “look-back” periods used in this Appendix B (“Look-Back Periods”) and shall include any predecessors or successors to any such entities; and “Employing Company” means the Company entity that was the employer of the Participant at the relevant time or for the relevant period. For illustrative purposes only: (i) as of the Grant Date, the Company includes Old National Bancorp, as the surviving corporation in the February 15, 2022 merger of First Midwest Bancorp, Inc. (“First Midwest”) and Old National Bancorp (the “Merger”), and Old National Bancorp’s subsidiaries; and (ii) as to any Look-Back Periods covering or extending in whole or in part into historical periods prior to the Merger, the Company includes First Midwest and its subsidiaries (and, with respect to any Participant who is a former employee of First Midwest or one of its subsidiaries, refers to and includes any pre-Merger periods of employment with or service to First Midwest or such subsidiary).
“Confidential Information” means any and all information of or relating to the Company or its Business (including Third-Party Confidential Information, as defined below) that is confidential, private, proprietary or otherwise not generally available to the public (including any and all trade secrets) or not generally known by or available to those engaged in the same or similar business, trade or industry as the Company, together with any and all tangible embodiments, copies, recordations or derivatives of any such information, including, without limitation, any and all reports, analyses, studies, plans, notes, summaries, communications, files, records or other documents or materials based on, derived from, excerpting, incorporating or otherwise reflecting, in whole or in part, any Confidential Information. All such information shall constitute “Confidential Information” (A) whether or not identified or labeled as confidential, (B) whether provided or made available to the Participant before or after the date of this Award Agreement, (C) whether (i) disclosed or made available to the Participant by the Company, (ii) created, authored, collected, compiled, prepared or otherwise developed by the Participant, other Company employees or any third parties in the course of or in connection with their services for the Company or for its benefit, or (iii) provided or made available to the Participant for the Company’s use, in trust or confidence (including pursuant to a legal, contractual, fiduciary or other duty of confidentiality), by any customers, clients, vendors, suppliers or other third parties having or considering a business or contractual relationship with the Company (“Third-Party Confidential Information”), and (D) regardless of the form, format, mode of disclosure or
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media in which it may be maintained, used or communicated (whether written, printed, verbal, visual, graphic, digital, electronic or otherwise and whether in tangible or intangible form (as when held in a Person’s mind or memory)). Without limiting the generality of the foregoing, “Confidential Information” includes information of the types described in any employment, confidentiality, restrictive covenant or award agreements between the Company and the Participant and in any Company confidentiality policies or guidelines applicable to the Participant.
“Covered Personnel” means any individual Person who as of the time in question is, or at any time within the two-year Look-Back Period prior thereto was, an employee or temporary or contract worker of, or other individual independent contractor to, the Company with whom the Participant had a supervisory or other working relationship during the Participant’s employment with the Company or about whom the Participant had knowledge or access to or use of Confidential Information relating to such Person’s position, responsibilities, performance or potential by virtue of the Participant’s employment by the Company.
“Customer” means any Person (or any Affiliate thereof) which (i) is a customer or client of any services or products of the Employing Company as of the time at which it is being determined (or, for or in respect of any post-Termination period, the date of the Participant’s employment Termination), (ii) was a customer or client of any services or products of the Employing Company at any time during the two-year Look-Back Period immediately prior thereto or (iii) otherwise was a Person with whom the Participant had direct contact on behalf of the Employing Company at any time during the period of the Participant’s employment with the Employing Company.
"Person” means any individual or any corporation, general or limited partnership, firm, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or other entity.
“Prospective Customer” means any Person (or any Affiliate thereof) which, as of the time at which it is being determined (or, for or in respect of any post-Termination period, the date of the Participant’s employment Termination) or at any time during the two-year Look-Back Period immediately prior thereto, is or was the direct target or subject of sales or marketing activities by the Participant or is or was a Person that the Participant knew was a target of the Employing Company’s sales or marketing activities.
2. Non-Solicitation of Customers and Employees. During the term of Participant’s employment with the Company and for one (1) year following Termination thereof, the Participant shall not, directly or indirectly, individually or jointly with any other Persons, (a) solicit or attempt to solicit in any manner, seek to obtain or service, or accept the business of, any Customer or Prospective Customer for any product or service of the type offered by the Company or competitive with the Company's Business, (b) request, advise or suggest, or otherwise induce or cause (or attempt to induce or cause) any customer, client, vendor, supplier, licensor, licensee or consultant, advisor or other business relation of or to the Company to terminate, reduce, limit, or change its business or relationship with the Company, or interfere with any such Person’s business or relationship with the Company, (c) request, encourage, induce or influence (or attempt to induce, influence or cause) any Covered Personnel to quit, leave or terminate their employment, temporary labor or independent contractor relationship or arrangement with the Company or solicit any such Covered Personnel for employment or engagement on behalf of any Person other than the Company, or (d) hire, employ or otherwise engage (whether as employee, part-time or temporary staff or labor, consultant, independent contractor or otherwise) any such Covered Personnel either directly or for or on behalf of any Person other than the Company.
3.Safeguarding, and Non-Use and Non-Disclosure, of Confidential Information
a.Value and Importance of Confidentiality Protections. The Participant acknowledges and agrees that (i) by virtue of Participant’s employment, Participant will be given access to and use of Confidential Information, (ii) the Company has devoted (and will continue to devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the Company's Business, such disclosure would result in hardship, loss, irreparable injury, and damage to the Company, the measurement of which would be difficult, if not impossible, to determine. Accordingly, the Participant agrees that the preservation and protection of
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Confidential Information is an essential part of Participant’s duties of employment and that, as a result of the Participant’s employment with the Company, Participant has a duty of fidelity, loyalty, and trust to the Company in safeguarding Confidential Information.
b.Confidentiality Covenants. At all times both during and after the Termination of the Participant’s employment with the Company: (i) the Participant will hold as strictly confidential, and take all steps necessary to protect and safeguard Confidential Information; (ii) the Participant will not, directly or indirectly, use, or otherwise employ any Confidential Information, except for such use as reasonably required in the ordinary course of Participant’s employment by the Company, and then solely during the term of such Company employment and exclusively for the Company’s benefit; and (iii) the Participant will not, directly or indirectly, disclose, distribute, communicate, disseminate or reveal any Confidential Information to any Person, except for such disclosure (A) to other Company employees who reasonably “need to know” the same to discharge their responsibilities to the Company, but only during the term of the Participant’s employment with the Company or (B) as legally required by any court or governmental agency (as by subpoena or similar mandatory legal process or court order), but only after prompt notice to the Company to permit it to seek a protective order or other confidential treatment of the Confidential Information being sought and then only to the extent any portions of such Confidential Information are legally required to be disclosed. The Participant shall follow all Company policies and procedures regarding Confidential Information and shall exercise utmost diligence and take any additional precautions necessary or appropriate under the particular circumstances to safeguard, and protect against any prohibited use or disclosure of, any Confidential Information.
c.Duration. The confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential or protectable as a trade secret under applicable laws (except that such obligations shall continue if Confidential Information loses its confidential nature through improper use or disclosure, including but not limited to any breach of the Restrictive Covenants in this Appendix B) and, in the case of any Third-Party Confidential Information, for so long as the Company remains contractually or otherwise legally obligated to protect the same.
d.Exceptions. Notwithstanding the foregoing, nothing in this Appendix B prohibits, limits, or restricts, or shall be construed to prohibit, limit, or restrict, the Participant from exercising any legally protected whistleblower rights (including pursuant to Section 21F of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder), without notice to or consent from the Company. Moreover, pursuant to the federal Defend Trade Secrets Act of 2016: (i) an individual will not be held criminally or civilly liable under any federal or state trade secret laws for the disclosure of a trade secret that is made (A) in confidence, to a federal, state or local government official or to a lawyer, solely for the purpose of reporting or investigating a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other legal proceeding, if such filing is made “under seal” (meaning that it is not accessible to the public); and (ii) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
4. Remedies. The Company will suffer irreparable damage and injury and will not have an adequate remedy at law if the Participant breaches any provision of the Restrictive Covenants in this Appendix B. Accordingly, in addition to any and all other remedies that may be available to the Company, the Company shall be entitled to seek injunctive relief to prevent or halt actual, attempted or threatened breaches of the Participant’s Restrictive Covenants, or to enforce specifically their terms, without proving actual damages or posting any bond or other security. The rights and remedies of the Company set forth in this Appendix B and in this Award Agreement generally are cumulative with, and not exclusive or in lieu of, other rights and remedies available to the Company at law or in equity. In addition, the Company will retain the right to take appropriate disciplinary action against the Participant for violations of the Restrictive Covenants or any Company policies during the Participant’s employment by the Company. The existence of any claim or cause of action that the Participant has against the Company, whether predicated on this Award Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the Restrictive Covenants.
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5. Periods of Noncompliance and Reasonableness of Periods. The Restrictive Covenants shall be deemed not to run during any periods of noncompliance by the Participant, the intention of the parties being to have such restrictions and covenants apply for the full periods contemplated by this Appendix B (including those specified following the Participant’s Termination of employment with the Company). The Company and the Participant acknowledge and agree that the Restrictive Covenants are reasonable in view of the nature of the Company's Business and the Participant's advantageous knowledge of and familiarity with the Company's Business, operations, affairs, Customers and Prospective Customers. The Restrictive Covenants are essential terms and conditions to the Company entering into this Award Agreement, and they shall be construed as independent of any other provision in this Award Agreement or of any other agreement between the Participant and the Company. Notwithstanding anything contained herein to the contrary, if the scope of any restriction or covenant is found by a court of competent jurisdiction to be too broad to permit enforcement of such restriction or covenant as written, then such restriction or covenant shall be enforced to the maximum extent permitted by law. The Participant and the Company hereby acknowledge the same and authorize any such court to strike or modify any such provision or part thereof, to permit enforcement of the Restrictive Covenants and this Award Agreement to the fullest extent permitted by law.
6. Survival. The Restrictive Covenants shall survive termination or expiration of this Award Agreement and any Termination of the Participant’s employment with the Company.
7. Reimbursement of Certain Costs. If the Participant breaches or threatens to breach any of the Restrictive Covenants in this Appendix B and the Company initiates legal action against the Participant and substantially prevails against the Participant in such action by enforcing such Restrictive Covenants or obtaining damages for such breaches, the Company shall be entitled to payment or reimbursement from the Participant of the Company’s reasonable costs and expenses in connection with such action (including reasonable attorneys' fees and disbursements, litigation costs and investigative and expert witness fees and costs).
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