First Financial Bancorp. Non-Employee Director Compensation Arrangements (Effective January 1, 2006)

Summary

First Financial Bancorp. has established new compensation arrangements for its non-employee directors, effective January 1, 2006. The agreement outlines annual retainers, equity awards in the form of restricted stock, attendance fees for board and committee meetings, and additional retainers for committee chairs. Amendments to the Director Fee Stock Plan and Director Stock Plan will be submitted for shareholder approval to allow investment of retainers in company stock and the granting of restricted stock awards. Directors are also entitled to reimbursement for reasonable travel expenses related to board duties.

EX-10.1 2 l17213aexv10w1.htm EX-10.1 EX-10.1

Exhibit 10.1

Compensation Arrangements for Non-Employee Directors

First Financial Bancorp. (FFBC)

(New — effective January 1, 2006)


Retainer:	Current	New


Non-Employee Directors	$15,000	$10,000

Amendments to Director Fee Stock Plan will be submitted for shareholder approval at annual meeting to permit investing of FFB retainer in FFBC stock.

	Current	New

FFBC Chairman: (no change)	$30,000	$30,000

Equity Awards:	Current	New

Non-Employee Directors (@ election & re-election)	8,663 options (expected value of $16,952 per year or $50,859 for 3-year period)	$60,000 in value of restricted stock with ¹/3 vesting per year for 3 years

Amendments to Director Stock Plan will be submitted for shareholder approval at annual meeting to permit granting of restricted awards.

Board Attendance Fees: (no change)	Current	New

Non-Employee Directors	$750	$750

Committee Attendance Fees:	Current	New

Non-Employee Directors	$500	$600

Committee Chair Retainer:	Current	New

Compensation/Corp Gov. & Nominating	$1,000	$2,000
Audit	$1,000	$4,000

Travel Expense Reimbursement

Directors are entitled to reimbursement of their reasonable travel expenses for attending Board of Director and Committee meetings.