FIRST FINANCIAL CORP /IN/ 8-K

What Happened
First Financial Corporation (THFF) filed an 8-K on June 30, 2026, reporting that it and its bank subsidiary entered into new employment agreements effective July 1, 2026 with three senior officers: Rodger A. McHargue (Senior VP & CFO), Stephen P. Panagouleas (Senior VP & Chief Credit Officer), and Mark A. Franklin (Senior VP & Chief Lending Officer). Each agreement provides an initial 24‑month term (with possible one‑year extensions), specified 2026 base salaries, participation in executive bonus and benefit programs, and detailed termination and change‑in‑control severance arrangements. The agreements are filed as Exhibits 10.1–10.3 to the Form 8‑K.

Key Details

• Annual base salaries (effective Jan 1, 2026): McHargue $387,131; Panagouleas $317,228; Franklin $319,307.
• Initial employment term: 24 months starting July 1, 2026, with potential one‑year extensions by the compensation committee.
• Termination pay: if terminated without just cause or if employee leaves for good reason (and not within 12 months after a change in control), the executive receives base salary and bonuses through the end of the term plus cash reimbursement for benefits through the term.
• Change‑in‑control protection: a severance equal to 2.0× the sum of (i) base salary at change in control, (ii) prior year bonus, and (iii) two years’ cost to continue benefits; 280G excise tax provisions provide for reduction only if a net after‑tax lesser amount is not achieved.
• Post‑employment restrictions: confidentiality, non‑solicit and non‑compete for one year within a 75‑mile radius of Terre Haute (McHargue, Panagouleas) or Bloomington (Franklin); radius reduces to 50 miles if separation is without just cause or by the employee for good reason.

Why It Matters
These agreements set fixed compensation and define substantial severance and change‑in‑control protections for three senior executives, which can affect the company’s recurring personnel costs and potential payouts in a sale or leadership change. Investors should note the specified salary levels, the 2× change‑in‑control multiplier (a material contingent liability in a transaction), and the contractual non‑compete terms that could influence management continuity and competitive dynamics.