On May 30, 2021, First Midwest Bancorp, Inc. and Old National Bancorp entered into an Agreement and Plan of Merger. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, First Midwest and Old National will merge, with Old National as the surviving corporation in the Merger. In connection with the Merger Agreement, First Midwest entered into a letter agreement with Mark G. Sander, to be effective upon the Effective Time.

The Sander Letter Agreement provides that, following the Effective Time, Mr. Sander will serve as President and Chief Operating Officer of the surviving corporation, reporting directly to the Chief Executive Officer, but will no longer serve as a director on the board of directors of First Midwest or First Midwest Bank. The Sander Letter Agreement also provides that Mr. Sander's removal from the role of director and any change in his duties and/or responsibilities at the Closing will not constitute Good Reason as defined in Mr. Sander's existing employment agreement between First Midwest and Mr. Sander. Mr. Scudder will no longer serve as Chief Executive Officer of First Midwest and will instead serve as the Executive Chairman of the surviving corporation until the second anniversary of closing of the Merger.

Upon the second anniversary, Mr. Scudder will serve as a consultant to the surviving corporation for a period of one year. The Scudder Letter Agreement also provides that Mr. Scudder's removal from the role of Chief Executive Officer and any change in his duties and/or responsibilities at the Closing will not constitute Good Reason" as defined in Mr. Scudder's existing employment agreement with First Midwest.