Management Change/Compensation Form 8 K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On July 31, 2024, First Financial Corporation (the "Corporation") and its wholly-owned subsidiary, First Financial Bank (the "Bank") (collectively, the "Employers"), entered into a new employment agreement (the "Agreement") with each of, Rodger A. McHargue, Senior Vice President and Chief Financial Officer of the Corporation and the Bank, Stephen P. Panagouleas, Senior Vice President and Chief Credit Officer of the Corporation and the Bank, and Mark A. Franklin, Senior Vice President and Chief Lending Officer of the Corporation and the Bank. The Agreements are effective as of July 1, 2024 and have substantially similar terms.

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Under the terms of each Agreement, the Corporation or the Bank, as applicable, have agreed to employ the executive for an initial term of twenty-four (24) months in his current position. Upon timely notice to the executive from the compensation committee of the board of directors of the Corporation, each executive's term of employment under the agreement may be extended for additional one-year periods.

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Effective January 1, 2024, for Rodger A. McHargue and Mark A. Franklin, and effective July 1, 2024 for Stephen P. Panagouleas, each executive will receive an annual base salary set forth below, which may be increased, or under certain conditions decreased, from time to time as determined by the Corporation or the Bank, as applicable, and will participate in bonus opportunities provided to executive officers and other senior management of the Company as well as fringe benefit plans and benefits available to senior management or to employees of the Company generally.

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NameAnnual

Base Salary ($)

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Rodger A. McHargue360,000

Stephen P. Panagouleas295,000

Mark A. Franklin296,928

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Each Agreement contains terms governing payments the executive would be entitled to receive in the event his employment is terminated, as follows:

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If the executive's employment terminates due to death, "disability" or for "just cause" (as such terms are defined in the Agreement), or if the executive voluntarily terminates his employment, then the executive will be entitled to receive the base salary, bonuses, vested rights, and other benefits due to him through the date of termination. Any benefits payable under insurance, health, retirement, bonus or other plans as a result of his participation in such plans through such date will be paid when and as due under those plans.

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If the executive's employment is terminated without just cause or if he terminates his employment for good reason, and such termination does not occur within 12 months after a change in control (as such terms are defined in the Agreement), then the executive will be entitled to receive an amount equal to the sum of his base salary and bonuses through the end of the then-current term of the Agreement. The executive would also receive cash reimbursements in an amount equal to the cost of obtaining all employee and other benefits that he would have otherwise been eligible to participate in or receive through the term of the Agreement.

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If, as a result of a "change in control" (as such term is defined in the Agreement), the executive is entitled to receive an amount that is the product of 2.00 times the sum of (i) his base salary in effect as of the date of the change in control; (ii) an amount equal to the bonuses received by or payable to him in or for the calendar year prior to the year in which the change in control occurs: and (iii) cash reimbursements in an amount equal to his cost of obtaining for a period of two years, beginning on the date of termination, all benefits which he was eligible to participate in or receive. If, as a result of change in control, the executive becomes entitled to any payments that are determined to be payments subject to excise taxes under Internal Revenue Code Sections 280G and 4999, then his severance benefit will be equal to the greater of (i) his benefit under the Agreement reduced to the maximum amount payable such that when it is aggregated with payments and benefits under all other plans and arrangements it will not result in an "excess parachute payment" under Internal Revenue Code Section 280G, or (ii) his benefit under the Agreement without reduction, if such benefit results in a greater net

after-tax amount after taking into account any excise taxes imposed under Internal Revenue Code Section 280G due to the benefit payment.

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The Agreement also includes confidentiality and non-solicitation provisions, as well as non-compete provisions that prohibit the executive, during his employment and for a period of one year following his or her termination, from directly or indirectly competing against the Corporation or the Bank, as applicable, within a 75- mile radius of Terre Haute, Indiana, for Messrs. McHargue and Panagouleas, and Bloomington, Indiana for Mr. Franklin, provided such radius shall be 50 miles in the event of employee's separation from service by the Company without just cause or by the employee for good reason.

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The foregoing description is a summary only and is qualified in its entirety by the full text of the Agreement, which are filed as Exhibits 10.1 through 10.3 to this Form 8-K and is incorporated herein by reference..

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