MainSource Financial Group,Inc. (NASDAQ:MSFG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

On May3, 2017, MainSource Financial Group,Inc. (the Company)
issued a press release regarding the retirement of William J.
Goodwin, the Companys Chief Risk Officer, effective May3, 2017.
The Company had previously reported Mr.Goodwins announcement of
his intention to retire in a Current Report on Form8-k filed with
the Securities and Exchange Commission on September16, 2016.

A copy of the Companys press release is attached to this report
as Exhibit99.1.

On May3, 2017, the Company entered into a Retirement Agreement
and General Release with Mr.Goodwin (the Retirement Agreement).

to the Retirement Agreement, the Company agreed to amend
Mr.Goodwins existing stock option agreements to provide that any
unvested options will vest in accordance with the existing
vesting schedule and will be exercisable through the scheduled
expiration date of such options as if Mr.Goodwin had remained
employed by the Company. The Company also agreed that the 3,497
shares of unvested restricted stock previously granted to
Mr.Goodwin will vest. All unvested performance share units
previously granted to Mr.Goodwin will be forfeited.

In addition, the Company agreed to pay Mr.Goodwin the unpaid
portion of his short-term incentive compensation granted in
February2017, representing one-third of the incentive
compensation award. The unpaid portion will be paid in March2018.
Mr.Goodwins short-term incentive compensation will remain subject
to clawback as provided in the Companys Short-Term Incentive
Compensation Plan. Finally, the Company agreed to assign to
Mr.Goodwin title to the Company automobile currently used by him.
The fair value of the automobile will be deducted from
Mr.Goodwins March2018 short-term incentive compensation payment.

Finally, and in further consideration of the foregoing benefits,
the Retirement Agreement requires Mr.Goodwin agreed to provide
consulting services to the Company upon request during 2017 and
2018.

The foregoing description of the Retirement Agreement is
qualified in its entirety by reference to the full text of the
Retirement Agreement, which is filed as Exhibit10.1 to this
Current Report on Form8-k and incorporated by reference herein.

Item 9.01. Financial Statements and
Exhibits.

(d) Exhibits.

About MainSource Financial Group, Inc. (NASDAQ:MSFG)

MainSource Financial Group, Inc. is a bank holding company. The Company operates a banking subsidiary, MainSource Bank (the Bank), an Indiana state-chartered bank. Through the Bank, the Company offers a range of financial services, including accepting time and transaction deposits; making consumer, commercial, agribusiness and real estate mortgage loans; renting safe deposit facilities; providing personal and corporate trust services, and providing other corporate services, such as letters of credit and repurchase agreements. The Bank offers various loans, such as commercial loans, commercial real estate loans, residential loans and consumer loans. Commercial loans include secured and unsecured loans, including real estate loans, to individuals and companies and to governmental units within the market area of the Bank. It offers various deposits, which include demand, interest bearing demand, savings/money markets and certificates of deposit.

MainSource Financial Group, Inc. (NASDAQ:MSFG) Recent Trading Information

MainSource Financial Group, Inc. (NASDAQ:MSFG) closed its last trading session 00.00 at 34.25 with 50,648 shares trading hands.