EX-10.1



 Exhibit 10.1 

VOTING AGREEMENT 

THIS VOTING AGREEMENT (this “Agreement”) is entered into this          day of June, 2015, by
and among FIRST MERCHANTS CORPORATION, an Indiana corporation (“First Merchants”), and the undersigned shareholders or optionholders (each, a “Shareholder”, and collectively, the “Shareholders”) of AMERIANA BANCORP, an
Indiana corporation (“Ameriana Bancorp”). 
 W I T N E S S E T H: 

In consideration of the execution by First Merchants of the Agreement and Plan of Reorganization and Merger between First Merchants and
Ameriana Bancorp of even date herewith (the “Merger Agreement”), the undersigned Shareholders of Ameriana Bancorp hereby agree that each of them shall cause all Ameriana Bancorp common shares owned by him/her of record and beneficially,
including, without limitation, all shares owned by him/her individually, all shares owned jointly by him/her and his/her spouse, all shares owned by any minor children (or any trust for their benefit), all shares owned by any business of which any
of the Shareholders who are directors are the principal shareholders (but in each such case only to the extent the Shareholder has the right to vote or direct the voting of such shares), and specifically including all shares shown as owned directly
or beneficially by each of them on Exhibit A attached hereto or acquired subsequently hereto (collectively, the “Shares”), to be voted in favor of the merger of Ameriana Bancorp with and into First Merchants in accordance with
and pursuant to the terms of the Merger Agreement at the annual or special meeting of shareholders of Ameriana Bancorp called for that purpose. Notwithstanding any other provision of this Agreement to the contrary, each Shareholder shall be
permitted to vote such Shares in favor of another Acquisition Proposal (as such term is defined in the Merger Agreement) that is submitted for approval by the shareholders of Ameriana Bancorp if both of the following shall have occurred:
(a) Ameriana Bancorp’s Board of Directors has approved such Acquisition Proposal and recommended such Acquisition Proposal to Ameriana Bancorp’s shareholders in accordance with Section 7.5 of the Merger Agreement and (b) the
Merger Agreement has been terminated in accordance with Section 10.1(f) of the Merger Agreement. 
 Each of the Shareholders further
agrees and covenants that he/she shall not sell, assign, transfer, dispose or otherwise convey, nor shall he/she cause, permit, authorize or approve the sale, assignment, transfer, disposition or other conveyance of, any of the Shares or any
interest in the Shares to any other person, trust or entity (other than Ameriana Bancorp) prior to the annual or special meeting of shareholders of Ameriana Bancorp called for the purpose of voting on the Merger Agreement without the prior written
consent of First Merchants, such consent not to be unreasonably withheld in the case of a gift or similar estate planning transaction (it being understood that First Merchants may decline to consent to any such transfer if the person acquiring such
Shares does not agree to take such Shares subject to the terms of this Agreement). 
 This Agreement shall be governed by and construed in
accordance with the laws of the State of Indiana, without regard to conflict of laws provisions thereof. This Agreement may be executed in counterparts, each of which (including any facsimile or Adobe PDF copy thereof) shall be deemed to be an
original, but all of which shall constitute one and the same agreement. It is understood and agreed that Shareholders who execute this Agreement shall be bound hereby, 







 
irrespective of whether all Shareholders execute this Agreement. The obligations of each of the Shareholders under the terms of this Agreement shall terminate contemporaneously with the
termination of the Merger Agreement. 
 Notwithstanding any other provision hereof, nothing in this Agreement shall be construed to prohibit
a Shareholder, or any officer or affiliate of a Shareholder who is or has been designated a member of Ameriana Bancorp’s Board of Directors, from taking any action solely in his or her capacity as a member of Ameriana Bancorp’s Board of
Directors or from exercising his or her fiduciary duties as a member of Ameriana Bancorp’s Board of Directors to the extent specifically permitted by the Merger Agreement. 

[Signatures appear on following page.] 

  
 2 








 IN WITNESS WHEREOF, First Merchants and each of the undersigned Shareholders of Ameriana Bancorp
have made and executed this Agreement as of the day and year first above written, and First Merchants has caused this Agreement to be executed by its duly authorized officer. 
  


							
					FIRST MERCHANTS CORPORATION
				
					 By:
		  

Michael C. Rechin,

							President and Chief Executive Officer
			
					SHAREHOLDERS
			
	  
				  

			
	  
				  

			
	  
				  

			
	  
				  

			
	  
				  









 EXHIBIT A 

LISTING OF SHARES 
  

							
	NAME 	 	 	  	SHARES	 
	 Michael E. Bosway
	 		  	 	2,481	  
	 Jennifer P. Bott
	 		  	 	200	  
	 Jerome J. Gassen
	 		  	 	40,906.97	  
	 R. Scott Hayes
	 		  	 	27,132	  
	 Charles R. Haywood
	 		  	 	—  	  
	 Richard E. Hennessey
	 		  	 	14,732	  
	 Michael E. Kent
	 		  	 	29,232	  
	 William F. McConnell, Jr.
	 		  	 	1,000	  
	 Ronald R. Pritzke
	 		  	 	28,854	  
	 Michael W. Wells
	 		  	 	—  	  
	 Deborah C. Robinson
	 		  	 	2,722.34	  
	 John J. Letter
	 		  	 	10,615.17	  


  
 A-1