RETENTION BONUS AGREEMENT
This Retention Bonus Agreement (Agreement) is voluntarily entered into by and by and between First Financial Bank, National Association (Bank), a subsidiary of First Financial Corporation (First Financial), and John E. Peck (Employee) (collectively referred to as the Parties).
WHEREAS, pursuant to an Agreement and Plan of Merger dated January 7, 2019 (the Merger Agreement), between First Financial and HopFed Bancorp, Inc. (HopFed), HopFed has agreed to merge with and into First Financial (such transaction is referred as the Merger);
WHEREAS, immediately subsequent to the Merger, Heritage Bank USA, Inc. (Heritage), a wholly-owned subsidiary of HopFed, will be merged with and into the Bank;
WHEREAS, Employee is currently employed by Heritage pursuant to an Employment Agreement, as amended and restated, by and between Heritage and Employee dated June 20, 2018, and by HopFed pursuant to an Amended and Restated Employment Agreement by and between HopFed and Employee dated June 20, 2018 (collectively, the Heritage Agreement);
WHEREAS, the Heritage Agreement will be terminated upon consummation of the Merger; and,
WHEREAS, immediately following the Merger, Employee has agreed to become an employee of the Bank and to provide services for and on behalf of the Bank subject to the terms and conditions of that certain Employment Agreement (Employment Agreement) dated January 7, 2019, by and between the Bank and Employee; and,
WHEREAS, the Bank desires to offer an incentive to Employee to remain and continue his employment with the Bank as set forth in this Agreement; and
WHEREAS, this Agreement is intended to set forth retention incentive for Employee under the circumstances set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and undertakings herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, covenant and agree as follows:
1. Effective Time. This Agreement is expressly conditioned upon the Employment Agreement becoming effective, it being understood and agreed by the Parties that this Agreement shall be void and of no effect unless and until the Employment Agreement is effective and binding.
2. Retention Payment.
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If Employee remains actively employed by and continues to work full-time with the Bank through the first anniversary of the consummation of the Merger (First Retention Date), the Bank shall pay to Employee a retention bonus in the gross lump sum amount of Fifty Thousand and no/100 Dollars ($50,000.00), less all applicable withholdings and deductions as required by applicable federal, state and local law (First Retention Bonus).
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