CHANGE IN CONTROL TERMINATION BENEFITS
AGREEMENT


 


This Change in Control
Termination Benefits Agreement ("Agreement") is made and entered into as of January 14, 2013, by and between FIRST
INTERNET BANCORP, an Indiana corporation (the "Company"), and KAY WHITAKER ("Executive").


 


WITNESSETH


 


WHEREAS, the Company
is the parent company of First Internet Bank of Indiana, an Indiana financial institution (the "Bank"); and


 


WHEREAS, Executive is
employed as a senior officer of the Bank as of the date of this Agreement; and


 


WHEREAS, Executive also
serves as a senior officer of the Company; and


 


WHEREAS, the Company
believes that Executive will make valuable contributions to the productivity and profitability of the Bank and the Company; and


 


WHEREAS, the Company
desires to encourage Executive to continue to make such contributions and not to seek or accept employment elsewhere; and


 


WHEREAS, the Company,
therefore, desires to assure Executive of certain benefits in case of any termination or significant redefinition of the terms
of her employment with the Bank subsequent to any Change in Control of the Company;


 


NOW, THEREFORE, in consideration
of the foregoing and of the mutual covenants herein contained and the mutual benefits herein provided, the Company and Executive
hereby agree as follows:


 


1.          The
term of this Agreement shall be from the date hereof through December 31, 2013; provided, however, that commencing on January
1, 2014, and each anniversary thereof, this Agreement shall be automatically extended for successive terms of one (1) year each
unless either party provides written notice not to so extend to the other party at least sixty (60) calendar days before the end
of the then current term, in which case no further automatic extension shall occur; and provided further that, notwithstanding
any other provision of this Agreement, if a Change in Control of the Company occurs during the term of this Agreement, the term
of this Agreement shall be automatically extended to the second annual anniversary of the Change in Control, at which time the
Agreement will expire.


 


2.          As
used in this Agreement, "Change in Control" of the Company means:


 




    	 



    	 



    

 


(A)         The
acquisition, within a 12-month period ending on the date of the most recent acquisition, by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act
as in effect from time to time) of thirty percent (30%) or more of the combined voting power of the then outstanding voting securities
of the Company entitled to vote generally in the election of directors; provided, however, that the following acquisitions shall
not constitute an acquisition of control: (i) any acquisition by a Person who, immediately before the commencement of the
12-month period, already held beneficial ownership of thirty percent (30%) or more of that combined voting power; (ii) any
acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), (iii) any
acquisition by the Company, (iv) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by
the Company or any corporation controlled by the Company, or (v) any acquisition by any corporation pursuant to a reorganization,
merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (i),
(ii) and (iii) of subsection (C) below are satisfied;


 


(B)         The
replacement of at least fifty-five percent (55%) of members of the Board of Directors of the Company during any 12-month period,
by members whose appointment or election is not endorsed by a majority of the members of the Board of Directors prior to the date
of the appointment or election;


 


(C)         A
reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, (i) more
than fifty-five percent (55%) of, respectively, the then outstanding shares of common stock of the corporation resulting from such
reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial owners, respectively, of the outstanding Company common stock and outstanding
Company voting securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions
as their ownership, immediately prior to such reorganization, merger or consolidation, of the outstanding Company stock and outstanding
Company voting securities, as the case may be, (ii) no Person (excluding the Company, any employee benefit plan or related
trust of the Company or such corporation resulting from such reorganization, merger or consolidation and any Person beneficially
owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, thirty percent (30%) or more
of the outstanding Company common stock or outstanding voting securities, as the case may be) beneficially owns, directly or indirectly,
thirty percent (30%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such
reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors and (iii) at least fifty-five (55%) of the members of the board of
directors of the corporation resulting from such reorganization, merger or consolidation were members of the Board of Directors
of the Company at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation;


 


(D)         A
complete liquidation or dissolution of the Company; or


 




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(E)         The
sale or other disposition of all or substantially all of the assets of the Company or of a majority of the combined voting power
of the then outstanding voting securities of the Bank entitled to vote generally in the election of directors of the Bank, other
than any of the following dispositions of such assets or securities: (i) to a corporation with respect to which following such
sale or other disposition (x) more than fifty-five percent (55%) of, respectively, the then outstanding shares of common stock
of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the outstanding Company common stock and outstanding Company voting
securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately
prior to such sale or other disposition, of the outstanding Company common stock and outstanding Company voting securities, as
the case may be, (y) no Person (excluding the Company and any employee benefit plan or related trust of the Company or such
corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, thirty
percent (30%) or more of the outstanding Company common stock or outstanding Company voting securities, as the case may be) beneficially
owns, directly or indirectly, thirty percent (30%) or more of, respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally
in the election of directors and (z) at least fifty-five percent (55%) of the members of the board of directors of such corporation
were members of the Board of Directors of the Company at the time of the execution of the initial agreement or action of the Board
providing for such sale or other disposition of assets of the Company; (ii) to a shareholder of the Company in exchange for
or with respect to its stock; (iii) to a Person that owns, directly or indirectly, fifty-five percent (55%) or more of the
total value or voting power of all outstanding stock of the Company; or (iv) to an entity, at least fifty-five percent (55%)
or more of the total value or voting power of which is owned, directly or directly, by the Company or by a Person described in
clause (iii).


Despite any other provision of
this Section 2 to the contrary, an occurrence shall not constitute a Change in Control if it does not constitute a change
in the ownership or effective control, or in the ownership of a substantial portion of the assets of, the Company within the meaning
of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the "Code"), and its interpretive
regulations.


 


3.          Subject
to Sections 5, 6 and 8, the Company shall provide Executive with the benefits set forth in Section 8 of this Agreement upon
any termination of Executive's employment by the Company within twenty-four (24) months following a Change in Control for any reason
except the following:


 


(A)         Termination
of employment by reason of Executive's death.


 




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(B)         Termination
of employment by reason of Executive's Disability. For purposes of this Agreement, the term “Disability” means
either (i) when Executive is deemed disabled and entitled to benefits in accordance with any Company-provided long-term disability
insurance policy or plan, if any is applicable, covering Executive, (ii) the inability of Executive, because of injury, illness,
disease or bodily or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of her job
for more than ninety (90) consecutive days, or (iii) the inability of Executive, because of injury, illness, disease or bodily
or mental infirmity, to perform, with or without reasonable accommodation, the essential functions of her job for more than one
hundred twenty (120) days during any period of twelve (12) consecutive months.


 


(C)         Termination
of employment after Executive has reached her normal retirement date, which for purposes of this Agreement shall be deemed to be
the end of the month during which Executive reaches sixty-five (65) years of age.


 


(D)         Termination
of employment for Cause. For purposes of this Agreement, “Cause” means the occurrence of one or more of the
following events: (i) Executive’s conviction for, or pleading no contest to, a felony, any crime involving moral turpitude,
or any crime that is injurious to the financial condition, reputation or goodwill of the Company (or any of its Affiliates); (ii) Executive’s
misappropriation of any of the Company's (or any of its Affiliate's) property; (iii) Executive’s engaging in any fraudulent
or dishonest conduct in her dealings with, or on behalf of, the Company (or any of its Affiliates); (iv) Executive’s
failure or refusal to follow the lawful instructions of the Executive's superior or of the Company's Board of Directors (other
than any such failure or refusal resulting from Executive's incapacity due to physical or mental illness), if such failure or refusal
continues for a period of ten (10) days after the Company provides Executive with written notice stating the instructions which
Executive has failed or refused to follow; (v) Executive’s breach of her obligations under this Agreement or any other
agreement with the Company (or the Bank) and such breach, if curable, remains uncured for a period of ten (10) days after the Company
provides Executive with written notice of such breach; (vi) Executive’s material violation of any of the Company's (or
the Bank's) written policies or procedures, including, without limitation, any employee policies, business ethics policies or code
of conduct policies, and such violation, if curable, remains uncured for a period of ten (10) days after the Company provides Executive
with written notice of such violation; (vii) Executive's engaging in any willful misconduct which is injurious to the financial
condition, reputation or goodwill of the Company (or any of its Affiliates); (viii) Executive's violation of any law or regulation
in the course of performance of her job duties; or (ix) Executive's misuse of alcohol or drugs which materially interferes
with Executive's performance of her duties for the Company or which is injurious to the reputation or goodwill of the Company (or
any of its Affiliates).


 


4.          Subject
to Sections 5, 6 and 8, the Company shall also provide Executive with the benefits set forth in Section 8 of this Agreement
if Executive terminates her employment for Good Reason within twenty-four (24) months following a Change in Control. For purposes
of this Agreement, the term "Good Reason" means the occurrence of any of the following events without Executive's
consent: (a) a reduction by the Company in Executive's base salary from the level of such salary immediately prior to the
Change in Control; (b) a material change in Executive's status, title, position, responsibilities or reporting requirements
which represents a material adverse change in her status, title, position or responsibilities as in effect immediately prior to
the Change in Control; or (c) the Company relocates Executive's principal place of employment to a location that is more than
thirty (30) miles from Indianapolis, Indiana, or the Company office or facility at which Executive was based immediately prior
to such relocation.


 




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5.          Notwithstanding
the foregoing or any other provision hereof, for purposes of this Agreement, the termination of Executive's employment shall mean
the termination of Executive's employment with the Company, the Bank and all Affiliates; provided, however, no such event shall
constitute a termination of employment unless it constitutes a "separation of service" under Code Section 409A and its
interpretive regulations and other regulatory guidance. For purposes of this Agreement, the term "Affiliate" means
the Bank or any other Person (i) that owns, directly or indirectly, a majority of the voting power, voting equity securities,
or other equity interests of the Company or of another entity that owns such a majority interest in the Company or (ii) of
which a majority of its voting power or its voting equity securities or equity interests is owned, directly or indirectly, by the
Company or by another entity of which the Company owns such a majority interest.


 


6.          Notwithstanding
the foregoing or any other provision hereof, if, immediately after the Change in Control, Executive is employed with the Change
in Control Successor, no termination of employment will be deemed to have occurred at the time of the Change in Control, provided
the Change in Control Successor has assumed the obligation to perform this Agreement. For purposes of this Agreement, the term
"Change in Control Successor" means any Person that acquires or succeeds to the Company's business in a Change
in Control transaction or any of such Person's Affiliates.


 


7.          Any
termination by Company of Executive's employment as contemplated by Section 3 hereof (except subsection 3(A)) or any
resignation by Executive as contemplated by Section 4 hereof shall be communicated by a written notice to the other party
hereto. Any notice given by Executive pursuant to Section 4 or given by the Company in connection with a termination as to
which the Company believes it is not obligated to provide Executive with benefits set forth in Section 8 hereof shall indicate
the specific provisions of this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed
to provide a basis for such termination.


 


8.          Subject
to the conditions and exceptions set forth in Section 3 and Section 4 hereof, the following benefits, less any amounts
required to be withheld therefrom under any applicable federal, state or local income tax, other tax, or social security laws or
similar statutes, shall be paid to Executive:


 


(A)         Executive
shall be paid, at her then effective salary, for services performed through the date of the termination or her employment in accordance
with applicable law.


 




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(B)         Subject
to subsections 8(C) and 8(D) hereof, within thirty (30) days following such a qualifying termination of employment, Executive shall
be paid a lump sum payment of an amount equal to two (2) times the sum of (i) Executive's base annual salary as of the date
of termination of Executive's employment plus (ii) the Imputed Bonus (the "Severance Amount"). For purposes
of this Agreement, the term "Imputed Bonus" means the greater of (a) the annual bonus Executive received for the
most recent year end or (b) an amount equal to fifty percent (50%) of Executive's base annual salary as of the date of termination
of Executive's employment.


 


(C)         Executive
acknowledges and agrees that payment of the Severance Amount in accordance with subsection 8(B) shall be deemed to constitute a
full settlement and discharge of any and all obligations of the Company to Executive arising out of her employment with the Company
(and any Affiliate) and the termination thereof, except for any vested rights Executive may then have under any insurance, pension,
supplemental pension, thrift, employee stock ownership, or stock option plans sponsored or made available by the Company. Executive
acknowledges and agrees that as a condition to receiving the Severance Amount pursuant to subsection 8(B), Executive will
execute and deliver to the Company a release agreement in a form prepared by and satisfactory to the Company (the "Release
Agreement") pursuant to which Executive will release and waive all claims against the Company, its Affiliates (including
the Bank) and all of its and their present and/or former owners, officers, directors, employees, agents, attorneys, representatives,
insurers, employee benefit plans and their fiduciaries, both individually and in their representative capacities, including, without
limitation, all claims arising out of this Agreement, Executive's employment with the Company or the Bank, and/or the termination
of employee's employment with the Company and/or the Bank; provided, however, the Release Agreement shall not affect or release
(i) any claim for salary earned by Executive prior to the employment termination date; (ii) any claims for reimbursement
of business expenses incurred prior to the employment termination date; (iii) the rights to the Severance Amount under subsection 8(B)
of this Agreement; or (iv) any vested rights Executive may then have under any insurance, pension, supplemental pension, thrift,
employee stock ownership or stock option plan sponsored or made available by the Company, including without limitation any vested
rights under Executive's Supplemental Executive Retirement Agreement.


 


(D)         If
as of the date her employment terminates, Executive is a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i),
and the Company has stock that is publicly traded on an established securities market or otherwise, any deferred compensation payments
otherwise payable because of employment termination will be suspended until, and will be paid to Executive on, the first day of
the seventh month following the month in which Executive's last day of employment occurs. For purposes of this subsection 8(D),
"deferred compensation" means compensation provided under a nonqualified deferred compensation plan as defined in, and
subject to, Section 409A of the Code.


 




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(E)         Anything
in this Agreement to the contrary notwithstanding, no payment or distribution by the Company or any of its Affiliates to or for
the benefit of the Executive of the Severance Amount or any other amount in the nature of compensation (whether paid or payable
or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a "Payment") will be paid
that would be subject to the excise tax or denial of deduction imposed by Sections 280G and 4999 of the Code (an "Excess
Parachute Payment"). In the event that the Company determines that any Payment would constitute an Excess Parachute Payment,
the Company will provide to the Executive, within thirty (30) days after the Executive's employment termination date,
an opinion of a certified public accounting firm selected by the Company (the "Accounting Firm") that the Executive
will be considered to have received Excess Parachute Payments if the Executive were to receive the full amounts described pursuant
to this Agreement or otherwise and setting forth with particularity the smallest amount by which the Payments would have to be
reduced to avoid the imposition of any excise tax or the denial of any deduction pursuant to Code Sections 280G and 4990. The Payments
shall be adjusted, in the order of priority designated by the Executive in written instructions, to the minimum extent necessary
so that none of the Payments, in the opinion of the Accounting Firm, would constitute an Excess Parachute Payment. Any determination
by the Accounting Firm shall be binding upon the Company and the Executive. All fees and expenses of the Accounting Firm shall
be borne by the Company.


 


9.          Executive
is not required to mitigate the amount of benefit payments to be made by the Company pursuant to this Agreement by seeking other
employment or otherwise, nor shall the amount of any benefit payments provided for in this Agreement be reduced by any compensation
earned by Executive as a result of employment by another employer or which might have been earned by Executive had Executive sought
such employment, after the date of termination of her employment with the Company or otherwise.


 


10.         Should
Executive die while any amounts are payable to her hereunder, this Agreement shall inure to the benefit of and be enforceable by
Executive's executors, administrators, heirs, distributees, devisees and legatees and all amounts payable hereunder shall be paid
in accordance with the terms of this Agreement to Executive's devisee, legatee or other designee or if there be no such designee,
to her estate.


 


11.         Any
notice required or permitted under this Agreement shall be in writing and either delivered personally or sent by nationally recognized
overnight courier, express mail, or certified or registered mail, postage prepaid, return receipt requested, at the following respective
address unless the party notifies the other party in writing of a change of address:


 


If to Executive:


 


Kay Whitaker


5245 N. Pennsylvania
Street


Indianapolis, IN 46220


 


If to the Company:


 


First Internet Bancorp


9200 Keystone Crossing,
Suite 800


Indianapolis, Indiana
46240


Attention: Chief Executive
Officer


 




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A notice delivered personally shall be
deemed delivered and effective as of the date of delivery. A notice sent by overnight courier or express mail shall be deemed delivered
and effective the next business day after it is deposited with the postal authority or commercial carrier. A notice sent by certified
or registered mail shall be deemed delivered and effective three (3) days after it is deposited with the postal authority.


 


12.         This
Agreement shall be interpreted and enforced in accordance with the laws of the State of Indiana (without application of its conflict-of-law
principles). The parties agree that any legal action relating to this Agreement shall be commenced and maintained exclusively before
any appropriate state court of record in Marion County, Indiana, or in the United States District Court for the Southern District
of Indiana, Indianapolis Division; further, the parties hereby irrevocably submit to the jurisdiction and venue of such courts
and waive any right to challenge or otherwise object to personal jurisdiction or venue in any action commenced or maintained in
such courts.


 


13.         No
provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in
writing signed by Executive and a duly authorized officer of the Company. No waiver by any party hereto at any time of any breach
by any other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time. The invalidity
or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.


 


14.         The
Company shall have the right to assign this Agreement to any Affiliate or a Change in Control Successor. This Agreement shall inure
to the benefit of, and may be enforced by, any and all successors and assigns of the Company, including without limitation by asset
assignment, stock sale, merger, consolidation or other corporate reorganization. Executive shall not have the right to assign this
Agreement. Without limiting the foregoing, Executive's right to receive payments hereunder shall not be assignable or transferable,
whether by pledge, creation of a security interest or otherwise, other than a transfer by her Will or by the laws of descent and
distribution as set forth in Section 10 hereof, and in the event of any attempted assignment or transfer contrary to this
Section 14, the Company shall have no liability to pay any amount so attempted to be assigned or transferred.


 


15.         The
Company may withhold from any compensation or benefits payable under this Agreement all federal, state, city, or other taxes as
may be required pursuant to any law or governmental regulation or ruling.


 


16.         Any
benefits payable under this Agreement shall be paid solely from the general assets of the Company. Neither Executive nor Executive's
estate shall have interest in any specific assets of the Company under the terms of this Agreement. This Agreement shall not be
considered to create an escrow account, trust fund or other funding arrangement of any kind between Executive and the Company.
Nothing herein contained shall require or be deemed to require, or prohibit or be deemed to prohibit, the Company to segregate,
earmark or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required
hereunder.


 




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17.         This
Agreement does not affect or alter the at-will nature of Executive's employment relationship nor guarantee or require that Executive's
employment will last for any specific duration of time.


 


18.         This
Agreement constitutes the entire agreement of the parties with respect to the subjects specifically addressed herein, and supersedes
any prior agreements, understandings, or representations, oral or written, on the subjects addressed herein.


 


19.         This
Agreement shall be interpreted and applied in a manner consistent with the applicable standards for nonqualified deferred compensation
plans established by Section 409A of the Code and its interpretive regulations and other regulatory guidance. To the extent that
any terms of this Agreement would subject Executive to gross income inclusion, interest, or additional tax pursuant to Section
409A of the Code, those terms are to that extent superseded by, and shall be adjusted to the minimum extent necessary to satisfy,
the applicable Section 409A of the Code standards.


 


20.         This
Agreement may be executed in one or more counterparts (or upon separate signature pages bound together into one or more counterparts),
all of which taken together shall constitute one agreement. Signatures transmitted by facsimile or other electronic means are acceptable
for execution of this Agreement.


 


IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed and delivered as of the day and year first above set forth.


 


	COMPANY	 	EXECUTIVE
	 	 	 
	FIRST INTERNET BANCORP	 	 
	 	 	 
	By:	/s/ David B. Becker	 	/s/ Kay Whitaker
	 	David B. Becker	 	Kay Whitaker
	 	Chairman and CEO	 	 


 




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