As filed with the U.S. Securities and Exchange Commission on May 26, 2020
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE SECURITIES ACT OF 1933
FIRST
FINANCIAL BANCORP.
(Exact name of registrant as specified in its charter)
| Ohio (State or other jurisdiction of incorporation or organization) |
31-1042001 (I.R.S. Employer Identification No.) |
255
East Fifth Street, Suite 800
Cincinnati, Ohio 45202
(Address, including zip code, of registrant’s principal executive office)
Registrant’s telephone number, including area code: (877) 322-9530
First
Financial Bancorp. 2020 Stock Plan
(Full title of the plans)
Karen
B. Woods, Esq.
General Counsel
First
Financial Bancorp.
255 East Fifth Street, Suite 2900
Cincinnati,
OH 45202
(877) 322-9530
(Name, address including zip code, and telephone number including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting Registrant. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x | Accelerated filer ¨ | |
| Non-accelerated filer ¨ (Do not check if a smaller reporting Registrant) | Smaller reporting Registrant ¨ | |
| Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE | ||||||||||||||||
to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||||||||||
| Common shares, without par value | 4,400,000 | $ | 12.17(2) | $ | 53,548,000(2) | $ | 6,950.53 | |||||||||
| (1) | Represents 4,400,000 common shares of First Financial Bancorp. (the “Registrant”) available for issuance pursuant to the First Financial Bancorp. 2020 Stock Plan (the “Plan”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock which become issuable under the Plan by reason of any anti-dilution provisions, stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding common shares. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act and computed on the basis of the average of the high and low sales prices for a common share of the Registrant on May 22, 2020. |
EXPLANATORY NOTE
First Financial Bancorp. (“First Financial” or the “Company”) is filing this Registration Statement to register 4,400,000 common shares, no par value, reserved for issuance under the First Financial Bancorp. 2020 Stock Plan (the “2020 Stock Plan”). The Board of Directors of First Financial recommended for approval and, on May 26, 2020, the shareholders of First Financial approved, the 2020 Stock Plan. The 2020 Stock Plan became effective on May 26, 2020.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8, the information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement. The documents containing the information specified in Part I have been or will be delivered to the participants in the 2020 Stock Plan as required by Rule 428(b).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the SEC pursuant to the requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), are incorporated herein by reference:
| (a) | Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on February 21, 2020; |
| (b) | Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the SEC on May 8, 2020; | |
| (c) | Current Reports on Form 8-K filed with the SEC on April 24, 2020, and April 30, 2020; |
| (d) | Proxy Statement on Schedule 14A for the 2020 Annual Meeting of Shareholders, filed on April 16, 2020, and Supplemental Material to Proxy Statement on Schedule 14A for the 2020 Annual Meeting of Shareholders, filed on May 13, 2020; and |
All documents subsequently filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold, are deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. To the extent that any information contained in any Current Report on Form 8-K, or any exhibit thereto, was or is furnished to, rather than filed with, the Commission, such information or exhibit is specifically not incorporated by reference into this Registration Statement. Notwithstanding the foregoing, no report of the Compensation Committee of the Board of Directors of the Registrant, no Report of the Audit Committee of the Board of Directors of the Registrant and no performance graph included in any Proxy Statement or Information Statement filed pursuant to Section 14 of the Exchange Act shall be deemed to be incorporated herein by reference, and to the extent that any information contained in any Current Report on Form 8-K, or any exhibit thereto, was or is “furnished” to, rather than “filed” with, the SEC, such information or exhibit is specifically not incorporated by reference into this Registration Statement.
Any statement contained in a document incorporated, or deemed to be incorporated, by reference herein or deemed to be a part of this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein or deemed to be a part of this Registration Statement modifies or replaces such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 1701.13(E)(1) of the Ohio General Corporation Law (“OGCL”), directors, officers, employees and agents of an Ohio corporation have an absolute right to indemnification for expenses (including attorneys' fees) actually and reasonably incurred by them in any action, suit or proceeding to the extent they are successful, on the merits or otherwise, in defense of the action, suit or proceeding, including derivative actions, brought against them, or in defense of any claim, issue or matter asserted in any such proceeding.
Section 1701.13(E)(1) of the OGCL permits a corporation to indemnify its directors, officers, employees or agents or individuals who are or were serving at the request of the corporation as a director, trustee, officer, employee, member, manager or agent of another corporation or entity in circumstances where indemnification is not mandated by the statute if certain statutory standards are satisfied. A corporation may grant indemnification in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, investigative or administrative, other than actions by or in the right of a corporation or derivative actions, if the indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Such indemnification is permitted against expenses (including attorneys' fees) as well as judgments, fines and amounts paid in settlement actually and reasonably incurred by the indemnitee in connection with the action, suit or proceeding.
Under Section 1701.13(E)(2) of the OGCL, a corporation may also provide indemnification in actions by or in the right of a corporation or in derivative actions for expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of an action or suit if the officer, director, employee or agent acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation. Ohio law does not expressly authorize indemnification against judgments, fines and amounts paid in settlement of derivative actions. A corporation may not indemnify a director, officer, employee or agent in actions by or in the right of the corporation or derivative actions for expenses (including attorneys' fees) if such person is adjudged to be liable for negligence or misconduct in the performance of such person's duties to the corporation, unless and only to the extent that a court determines that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity as the court deems proper. In addition, a corporation may not indemnify a director in any action or suit in which the only liability asserted against the director is for approving unlawful loans, dividends or distributions of assets under Section 1701.95 of the OGCL.
Section 1701.13(E)(5) of the OGCL permits a corporation to pay expenses (including attorneys' fees) incurred by a director, officer, employee or agent as they are incurred, in advance of the final disposition of the action, suit or proceeding, as authorized by the corporation's directors and upon receipt of an undertaking by such person to repay such amount if it is ultimately determined that such person is not entitled to indemnification.
Section 1701.13(E)(6) of the OGCL states that the indemnification provided thereby is not exclusive of, and is in addition to, any other rights granted to persons seeking indemnification under a corporation's articles or regulations, any agreement, a vote of the corporation's shareholders or disinterested directors, or otherwise. In addition, Section 1701.13(E)(7) of the OGCL grants express power to a corporation to purchase and maintain insurance or furnish similar protection, including trust funds, letters of credit and self-insurance, for director, officer, employee or agent liability, regardless of whether that individual is otherwise eligible for indemnification by the corporation.
The foregoing discussion is necessarily subject to the complete text of Section 1701.13(E) of the OGCL, which provides for indemnification of directors, officers and other parties in certain circumstances, and is qualified in its entirety by reference thereto.
Article SIXTH of the Amended and Restated Articles of Incorporation of the Company, as amended, provides that each person who is or was a director, officer, employee or agent of the Company shall be indemnified by the Company to the full extent permitted by the OGCL against any liability, cost or expense incurred by such person in such capacity, or arising out of such person's status as a director, officer, employee or agent of the Company. Article IV of the Amended and Restated Regulations of the Company, as amended, provides that the Company shall, to the full extent permitted by the OGCL, indemnify all persons whom it may indemnify.
The Company maintains insurance policies under which directors and officers of the Company and its subsidiaries are insured, within the limits and subject to the limitations of such policies, against expenses in connection with the defense of actions, suits or proceedings, and certain liabilities that might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been directors or officers of the Company or its subsidiaries.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
See the Index to Exhibits attached hereto and beginning on page 4.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
INDEX TO EXHIBITS
4
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, and the State of Ohio, on May 26, 2020.
| First Financial Bancorp. | |||
| By: | /s/ Karen B. Woods | ||
| Karen B. Woods | |||
| General Counsel and Chief Risk Officer | |||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James M. Anderson, and Karen B. Woods, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and to all intents and purposes as they might or could not in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 26, 2020.
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| Signature | Capacity | ||
| /s/ Archie M. Brown | President, Chief Executive Officer and Director | ||
| Archie M. Brown | (Principal Executive Officer) | ||
| /s/ James M. Anderson | Executive Vice President and Chief Financial Officer | ||
| James M. Anderson | (Principal Financial Officer) | ||
| /s/ Scott T. Crawley | Corporate Controller | ||
| Scott T. Crawley | (Principal Accounting Officer) | ||
| /s/ Claude E. Davis | Chairman of the Board and Director | ||
| Claude E. Davis | |||
| /s/ J. Wickliffe Ach | Director | ||
| J. Wickliffe Ach | |||
| /s/ William G. Barron | Director | ||
| William G. Barron | |||
| /s/ Vincent A. Berta | Director | ||
| Vincent A. Berta | |||
| /s/ Cynthia O. Booth | Director | ||
| Cynthia O. Booth | |||
| /s/ Corinne R. Finnerty | Director | ||
| Corinne R. Finnerty | |||
| /s/ Susan L. Knust | Director | ||
| Susan L. Knust | |||
| /s/ William J. Kramer | Director | ||
| William J. Kramer | |||
| /s/ John T. Neighbours | Director | ||
| John T. Neighbours | |||
| /s/ Thomas M. O’Brien | Director | ||
| Thomas M. O’Brien | |||
| /s/ Maribeth S. Rahe | Director | ||
| Maribeth S. Rahe | |||
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Exhibit 5.1
[Letterhead of Vorys, Sater, Seymour and Pease LLP]
May 26, 2020
First Financial Bancorp.
255 East Fifth Street, Suite 800
Cincinnati, Ohio 45202
| Re: | First Financial Bancorp. 2020 Stock Plan — Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to First Financial Bancorp., an Ohio corporation (the “Company”), in connection with the Company’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed today with the Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder (the “Rules and Regulations”), for the registration of (i) 4,400,000 common shares, no par value, of the Company (the “Shares”), to be issued and delivered pursuant to the First Financial Bancorp. 2020 Stock Plan (the “2020 Stock Plan”).
In connection with rendering the opinions expressed in this letter, we have examined, to the extent deemed necessary, originals or copies, the authenticity of which has been established to our satisfaction, of: (a) the Registration Statement; (b) the 2020 Stock Plan; (c) the Company’s Amended and Restated Articles of Incorporation, as currently in effect (the “Articles”); (d) the Company’s Amended and Restated Regulations, as currently in effect (the “Regulations”); and (e) all such corporate records of the Company, including, without limitation, resolutions adopted by the Board of Directors of the Company (and committees thereof) and by the shareholders of the Company, as we have deemed relevant as a basis for these opinions. We have also relied upon such oral or written statements and representations of the officers of the Company and examined such certificates of public officials and authorities of law as we have deemed relevant as a basis for the opinions expressed herein.
In our examination of the aforesaid records, documents and certificates, we have assumed, without independent verification or investigation, the authenticity of all records, documents and certificates examined by us, the correctness of the information contained in all records, documents and certificates examined by us, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the aforesaid documents and certificates, the authority of all individuals entering and maintaining records, and the conformity to authentic originals of all items submitted to us as copies (whether certified, conformed, photostatic or by other electronic means) of records, documents or certificates. In making our examination of records, documents and certificates executed by any party other than the Company, we have assumed that such other party had the power and authority, corporate or other, to enter into and perform all of such other party’s obligations thereunder, and we have assumed the due authorization by all requisite action, corporate or other, of such other party, the valid execution and delivery by such other party of such documents and certificates and the validity, binding effect and enforceability thereof with respect to such other party. In addition, we have assumed that the agreements that accompany each award under the 2020 Stock Plan will be consistent with the terms of the 2020 Stock Plan and will not expand, modify or otherwise affect the terms of the 2020 Stock Plan or the respective rights or obligations of the participants thereunder. Further, we have assumed the accuracy of all information provided to us by the Company, orally or in writing, during the course of our investigations.
First Financial Bancorp.
May 26, 2020
Page 2
We have further assumed that (a) the common shares of the Company currently reserved for issuance under the 2020 Stock Plan will remain available for under the 2020 Stock Plan, and (b) neither the Articles, the Regulations nor any of the proceedings relating to either the 2020 Stock Plan or any of the award agreements relating to the Shares will be rescinded, amended or otherwise modified prior to the issuance of the Shares.
We have relied solely upon the examinations and inquiries recited herein, and, except for the examinations and inquiries recited herein, we have not undertaken any independent investigation to determine the existence or absence of any facts, and no inference as to our knowledge concerning such facts should be drawn.
Based upon and subject to the foregoing and subject to the further assumptions and the qualifications and limitations set forth below, as of the date hereof, we are of the opinion that the Shares, when issued, delivered and paid for, as appropriate, in the manner provided and for the consideration prescribed in the 2020 Stock Plan and in any award agreements entered into by participants in the 2020 Stock Plan with the Company as contemplated by the 2020 Stock Plan, when appropriate, will be legally and validly issued, fully paid and non-assessable, assuming compliance with applicable securities laws.
The opinions expressed in this letter are rendered as of, and are based upon the laws and legal interpretations in effect and the facts and circumstances existing on, the date first written above. We disclaim any obligation to (a) advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinions expressed herein or (b) revise or supplement this opinion should any such law or legal interpretation be changed by legislative action, judicial interpretation or otherwise or should there be any change in such facts or circumstances. Our opinions are expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the 2020 Stock Plan or the Shares.
This opinion is furnished by us solely for the benefit of the Company in connection with the Registration Statement. No portion of this opinion may be quoted, relied upon or otherwise used by any other person or for any other purpose without our prior written consent.
Notwithstanding the foregoing, we consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto. By giving such consent, we do not thereby admit that we are “experts” within the meaning of the Securities Act or the Rules and Regulations with respect to any part of the Registration Statement, including this exhibit.
| Sincerely, | |
| /s/ Vorys, Sater, Seymour and Pease LLP |
Exhibit 10.1
AGREEMENT FOR RESTRICTED STOCK AWARD
FOR NON-EMPLOYEE DIRECTORS
This Agreement for Restricted Stock Award (the "Agreement") is made between FIRST FINANCIAL BANCORP., an Ohio corporation (the “Corporation”), and [Participant Name] who, as of [Grant Date], which is the date of this Agreement, is a non-employee director of First Financial Bancorp. (the "Director"):
WHEREAS, the Corporation established the First Financial Bancorp. 2020 Stock Plan (the "Plan"), and a Committee of the Board of Directors of the Corporation designated in the Plan (the "Committee") approved the execution of this Agreement containing the Restricted Stock Award herein set forth to the Director upon the terms and conditions set forth in this Agreement.
WHEREAS, a Prospectus is delivered to the Director simultaneously with this Agreement and is attached as Appendix A.
NOW THEREFORE, in consideration of the mutual obligations contained herein, it is hereby agreed:
| 1. | Award of Restricted Stock. The Corporation hereby awards to Director as of the date of this Agreement [ ] shares of restricted Common Stock of the Corporation ("Common Stock"), without par value, in consideration of services to be rendered (the “Award”). |
| 2. | Restrictions on Transfer. The shares of restricted Common Stock so received by the Director and any additional shares attributable thereto received by the Director as a result of any stock dividend, recapitalization, merger, reorganization or similar event are subject to the restrictions set forth herein and may not be sold, assigned, transferred, pledged or otherwise encumbered during the Restriction Period, except as permitted hereby. |
| 3. | Restriction Period. The Restriction Period begins as of the date of this Agreement and, except as otherwise provided in this Agreement or the Plan, all restrictions on restricted Common Stock granted pursuant to the Award shall end (and the restricted Common Stock shall thereupon become vested) on the applicable anniversary date(s) of the date of this Agreement (the "Anniversary Dates") as set forth below: |
| Anniversary Date | First Eligible to Vest on | |
| of this Agreement | Indicated Anniversary Date | |
| 1st anniversary date | 100.00% |
Notwithstanding the foregoing or anything in this Agreement to the contrary, the Restriction Period with respect to restricted Common Stock granted pursuant to the Award shall end (and the restricted Common Stock shall thereupon become vested) (i) as of the effective date of a Change in Control (as such term is defined in the Plan); or (ii) as of the date of the Director’s termination of service to the Corporation resulting from the Director’s death or Disability.
| 4. | Terms and Conditions. Awards are subject to terms and conditions of the Plan. |
| 5. | Issuance of Stock Awards. |
| (a) | Upon award of the restricted Common Stock to the Director, shares of restricted Common Stock shall be evidenced by a book-entry registration by the Corporation for the benefit of the Director. Each such registration will be held by the Corporation or its agent. Any restricted Common Stock of the Corporation resulting from any stock dividend, recapitalization, merger, reorganization or similar event will also be held by the Corporation or its agent. All such Common Stock evidenced thereby will be subject to the forfeiture provisions, limitations on transferability and all other restrictions herein contained. |
| (b) | With regard to any shares of restricted Common Stock which cease to be subject to restrictions pursuant to Section 3, the Corporation will, upon the request of the Director, transfer Common Stock for such shares free of all restrictions set forth in the Plan and this Agreement to the Director or the Director's designee, or in the event of such Director's death subsequent to expiration of the Restriction Period, to the Director's legal representative, heir or legatee. |
| (c) | By accepting shares of restricted Common Stock, the Director agrees not to sell shares at a time when applicable laws or the Corporation's rules prohibit a sale. This restriction shall apply as long as the Director is a director of the Corporation or a Subsidiary. The Director agrees, if requested by the Corporation, to hold such shares for investment and not with a view of resale or distribution to the public, and if requested by the Corporation, the Director must deliver to the Corporation a written statement satisfactory to the Corporation to that effect. |
| 6. | Shareholder's Rights. Subject to the terms of this Agreement, during the Restriction Period: |
| (a) | The Director will have, with respect to the restricted Common Stock, the right to vote all shares of the restricted Common Stock received under or as a result of this Agreement, including shares which are subject to the restrictions on transfer in Section 2. |
| (b) | The Director shall not be paid any cash dividends with respect to the restricted Common Stock until the Director has become vested in the shares. At the time of vesting, the Director shall receive a cash payment equal to the aggregate dividends (without interest) that the Director would have received if the Director had owned all the shares in which the Director had vested for the period beginning on the date of grant of those shares, and ending on the date of vesting. No dividends shall be paid to the Director with respect to any shares of restricted Common Stock that are forfeited by the Director. |
| 7. | Regulatory Compliance. The issuance of shares of restricted Common Stock and Common Stock will be subject to full compliance with all then-applicable requirements of law and the requirements of the exchange upon which Common Stock may be traded, as set forth in the Plan. Furthermore, the Corporation shall have the right to refuse to issue or transfer any shares under this Agreement if the Corporation, acting in its absolute discretion, determines that the issuance or transfer of such Common Stock might violate any applicable law or regulation. |
| 8. | Withholding Tax. The Corporation shall have the right to retain or sell without notice sufficient Common Stock to cover the amount of any federal income tax required to be withheld with respect to such Common Stock being issued or vested, remitting any balance to the Director; provided, however, that the Director shall have the right to provide the Corporation with the funds to enable it to pay such tax. Alternatively, the Corporation reserves the right to not withhold taxes and to reflect any income on a Form 1099 or such other appropriate tax form. |
| 9. | Investment Representation. The Director represents and agrees that if he or she is awarded and receives the restricted Common Stock at a time when there is not in effect under the Securities Act of 1933 a registration statement pertaining to the shares and there is not available for delivery a prospectus meeting the requirements of Section 10(A)(3) of said Act, (i) he or she will accept and receive such shares for the purpose of investment and not with a view to their resale or distribution, (ii) that upon such award and receipt, he or she will furnish to the Corporation an investment letter in form and substance satisfactory to the Corporation, (iii) prior to selling or offering for sale any such shares, he or she will furnish the Corporation with an opinion of counsel satisfactory to the Corporation to the effect that such sale may lawfully be made and will furnish the Corporation with such certificates as to factual matters as the Corporation may reasonably request, and (iv) that certificates representing such shares may be marked with an appropriate legend describing such conditions precedent to sale or transfer. |
| 10. | Federal Income Tax Election. The Director hereby acknowledges receipt of advice that, pursuant to current federal income tax laws, (i) he or she has thirty (30) days in which to elect to be taxed in the current taxable year on the fair market value of the restricted Common Stock in accordance with the provisions of Internal Revenue Code Section 83(b), and (ii) if no such election is made, the taxable event will occur upon expiration of restrictions on transfer at termination of the Restriction Period and the tax will be measured by the fair market value of the restricted Common Stock on the date of the taxable event. |
| 11. | Adjustments. If, after the date of this Agreement, the Common Stock of the Corporation is, as a result of a merger, reorganization, consolidation, recapitalization, reclassification, split-up, spin-off, separation, liquidation, stock dividend, stock split, reverse stock split, property dividend, share repurchase, share combination, share exchange, issuance of warrants, rights or debentures or other change in corporate structure of the Corporation, increased or decreased or changed into or exchanged for a different number or kind of shares of stock or other securities of the Corporation or of another corporation, then: |
| (a) | for each share of restricted Common Stock for which the Restriction Period has not ended under this Agreement, there automatically will be substituted the number and kind of shares of stock or other securities into which each outstanding share is changed or for which each such share is exchanged; and |
| (b) | the Corporation will make such other adjustments to the securities subject to provisions of the Plan and this Agreement as may be appropriate and equitable; provided, however, that the number of shares of restricted Common Stock will always be a whole number. |
| 12. | Notices. Each notice relating to this Agreement must be in writing and delivered in person or by registered mail to the Corporation at its office, 255 East Fifth Street, Suite 700, Cincinnati, Ohio 45202, attention of the Secretary, or at such other place as the Corporation has designated by notice. All notices to the Director or other person or persons succeeding to his or her interest will be delivered to the Director or such other person or persons at the Director's address below specified or such other address as specified in a notice filed with the Corporation. |
| 13. | Determinations of the Corporation Final. Any dispute or disagreement which arises under, as a result of, or in any way relates to the interpretation or construction of this Agreement will be determined by the Board of Directors of the Corporation or by a committee appointed by the Board of Directors of the Corporation (or any successor corporation). The Director hereby agrees to accept any such determination as final, binding and conclusive for all purposes. |
| 14. | Successors. All rights under this Agreement are personal to the Director and are not transferable except that in the event of the Director's death, such rights are transferable to the Director's legal representatives, heirs or legatees. This Agreement will inure to the benefit of and be binding upon the Corporation and its successors and assigns. |
| 15. | Obligations of the Corporation. The liability of the Corporation under the Plan and this Agreement is limited to the obligations set forth therein. No term or provision of the Plan or this Agreement will be construed to impose any liability on the Corporation in favor of the Director with respect to any loss, cost or expense which the Director may incur in connection with or arising out of any transaction in connection therewith. |
| 16. | Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of Ohio. |
| 17. | Plan. The Plan will control if there is any conflict between the Plan and this Agreement and on any matters that are not contained in this Agreement. A copy of the Plan has been provided to the Director and is incorporated by reference and made a part of this Agreement. Capitalized terms used but not specifically defined in this Agreement will have the definitions given to them in the Plan. |
| 18. | Entire Agreement. This Agreement and the Plan supersede any other agreement, whether written or oral, that may have been made or entered into by the Corporation and/or any of its Subsidiaries and the Director relating to the shares of restricted Common Stock that are granted under this Agreement. This Agreement and the Plan constitute the entire agreement by the parties with respect to such matters, and there are no agreements or commitments except as set forth herein and in the Plan. |
| 19. | Captions; Counterparts. The captions in this Agreement are for convenience only and will not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in any number of counterparts, each of which will constitute one and the same instrument. |
IN WITNESS WHEREOF, this Agreement for Restricted Stock Award has been executed and dated by the parties as of the date first set forth above.
| FIRST FINANCIAL BANCORP. | ||
| By: | ||
| Title: | Chief Executive Officer | |
| Signature of Director | ||
2020 Director RSA
APPENDIX A
This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.
PROSPECTUS
[Intentionally omitted.]
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of First Financial Bancorp. of our report dated February 21, 2020 relating to the consolidated financial statements and effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of First Financial Bancorp. for the year ended December 31, 2019.
| /s/ Crowe | |
| Crowe LLP |
Indianapolis, Indiana
May 26, 2020