EMPLOYMENT AGREEMENT





         THIS EMPLOYMENT AGREEMENT is made and entered into by and between The

National Bank of Indianapolis Corporation (the "Company") and Philip B. Roby

(the "Executive").



         WHEREAS, the Company desires to assure continuity of its management, to

enable its executives to devote their full attention to management

responsibilities and to help the Board of Directors assess options and advise as

to the best interest of the Company and its shareholders without being

influenced by the uncertainties of their own situations, and to demonstrate to

its executives the interests of the Company in their well-being and fair

treatment upon the occurrence of certain specified events of termination of

Executive's employment by the Company; and



         WHEREAS, to that end, the Company desires to assure the Executive that

he will receive certain benefits upon the occurrence of certain specified events

of termination of Executive's employment by the Company.



         NOW, THEREFORE, in consideration of the premises contained herein and

for other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the Executive and the Company agree as follows:



         1. Certain Defined Terms. As used in this Agreement, the following

terms shall have the following meanings:





         "Agreement" shall mean this Employment Agreement, dated as of December

         15, 2005, by and between The National Bank of Indianapolis Corporation

         and Philip B. Roby.



         "Bonus Amount" shall mean the annual bonus earned by Executive from the

         Company during the last completed fiscal year of the Company

         immediately preceding Executive's Termination Date (annualized in the

         event Executive was not employed by the Company for the whole of any

         such fiscal year).



         "Cause" shall mean (i) action by the Executive involving willful

         misconduct or gross negligence materially injurious to the Company,

         (ii) the written requirement or direction of a federal or state

         regulatory agency having jurisdiction over the Company, (iii)

         conviction of the Executive of the commission of any criminal offense

         involving dishonesty or breach of trust, or (iv) any intentional breach

         by the Executive of a material term, condition or covenant of this

         Agreement.





<PAGE>



         "Change of Control" shall mean (i) any merger, tender offer,

         consolidation or sale of substantially all of the assets of the

         Company, or related series of such events, as a result of which: (A)

         shareholders of the Company immediately prior to such event hold less

         than 50% of the outstanding voting securities of the Company or its

         survivor or successor immediately after such event; (B) persons holding

         less than 25% of such securities before such event own more than 50% of

         such securities after such event; or (C) persons constituting a

         majority of the Board of Directors were not directors of the Company

         for at least 24 preceding months; (ii) any sale, lease, exchange,

         transfer, or other disposition of all or any substantial part of the

         assets of the Company; or (iii) any acquisition by any person or

         entity, directly or indirectly, of the beneficial ownership of 40% or

         more of the outstanding voting stock of the Company, excluding

         acquisitions by individuals or entities who at the date of this

         Agreement were either a Director of the Company or the beneficial owner

         (either directly or indirectly) of 10% or more of the voting securities

         of the Company.



         "Code" shall mean the Internal Revenue Code of 1986, as amended.



         "Company" shall mean The National Bank of Indianapolis Corporation, and

         all subsidiaries and affiliates thereof.



         "Company and its agents" shall have the meaning set forth in Section

         11(b).



         "Confidential Information" shall have the meaning set forth in Section

         8(c).



         "Disability" means termination of Executive's employment by the Company

         due to Executive's absence from Executive's duties with the Company on

         a full-time basis for at least one hundred eighty (180) consecutive

         days as a result of Executive's incapacity due to physical or mental

         illness.



         "Executive" shall mean Philip B. Roby.



         "Executive's 65th Birthday" shall mean February 20, 2008.



         "Good Reason" shall mean (i) without the consent of the Executive, any

         change in the duties or responsibilities of Executive that is

         inconsistent in any material and adverse respect with Executive's

         positions, duties, responsibilities or status with the Company as of

         the date of this Agreement or a substantial reduction of his duties or

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC