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Section 1: 8-K (8-K ITEM 5.02 JONES MEDICAL BENEFIT)











Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 25, 2019 



(Exact name of Registrant as specified in its charter) 








(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)




One Main Street

Evansville, Indiana



(Address of Principal Executive Offices)


(Zip Code)

Registrant’s telephone number, including area code: (812) 464-1294

(Former name or former address if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (s230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (s240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the Registrant has elected not to use extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  








Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 25, 2019, Old National Bancorp (the “Company”) and Robert G. Jones, Chairman and Chief Executive Officer of the Company, entered into an amendment (the “Amendment”) to the employment agreement (the “Employment Agreement”) between the Company and Mr. Jones.  In connection with Mr. Jones previously announced retirement plans, the Company reviewed the Employment Agreement to determine any appropriate revisions.  Other than the revisions noted below, the terms of the Employment Agreement remain the same, the material terms of which were disclosed in the Company’s 8-K filed on February 1, 2011. 

The Amendment provides that following May 2, 2019, Mr. Jones will continue to serve as Chairman until January 31, 2020, and that he will be eligible for the Company’s health and life insurance coverage until both he and his wife attain the age of 65.

The above summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment which is attached hereto as Exhibit 10.2 and is incorporated herein by reference as Exhibit 10.2.


Item 9.01.  Financial Statements and Exhibits.





Exhibit No.



Form of Employment Agreement for Robert G. Jones (incorporated by reference to Exhibit 10.1 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 27, 2011)




Amended Employment Agreement entered into between the Company and Robert G. Jones





Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 25, 2019







/s/ Jeffrey L. Knight



Jeffrey L. Knight



EVP, Chief Legal Counsel and Corporate Secretary




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Section 2: EX-10.2 (EX-10.2)


Exhibit 10.2





Kendra Vanzo

Chief People Officer, EVP

Old National Bancorp

[email protected]


April 25, 2019


Robert G. Jones

1100 Suwannee Drive

Evansville, IN 47725


Re: Continuation of Family Medical Insurance to Age 65


Dear Mr. Jones:


This letter is to confirm that in addition to the compensation package you will be receiving until the end of January of 2020 pursuant to your current Employment Agreement, you will also remain eligible for Company sponsored family health and life insurance until you and your spouse both attain the age of 65. You will continue to be responsible for the employee pay portion of the insurance.


Effective May 2, 2019, Section 3(i) of your Employment Agreement shall be deleted in its entirety and replaced with the following:  “(i) serve as executive Chairman of the Company and in such capacity, shall perform such duties and have such responsibilities as is typical for such position, as well as any other duties as the Board may assign to him from time to time,”.


Consistent with your retirement plans, your employment and the term of your Employment Agreement will end of January 31, 2020.


Except as expressly provided in this letter, all of the terms and provisions of your Employment Agreement are and shall remain in full force and effect and are hereby ratified and confirmed.


/s/ Kendra Vanzo

Kendra Vanzo, Chief People Officer, EVP



Agreed and Accepted to April 25, 2019:



/s/ Robert G. Jones

Robert G. Jones


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