Employment Agreement of Lawrence J. Mazur


     

    Exhibit
      10.1

    
 

    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT
      (the
“Agreement”) is made and entered into as of the 19th day of July, 2006 by
      and among HORIZON
      TRUST & INVESTMENT MANAGEMENT, N.A.
      (the
“Trust Company”), a national banking association organized under the laws of the
      United States of America, HORIZON BANK (the “Bank”), a national banking
      association organized under the laws of the United States of America, HORIZON
      BANCORP (the “Holding Company”) a corporation formed under the laws of the State
      of Indiana and a registered bank holding company (jointly referred to herein
      as
      the “Company”) and LAWRENCE
      J. MAZUR
      (the
“Executive”), a resident of the State of Indiana,

     

    W
      I T N E S S E T H:

    


    WHEREAS,
      the
      Trust Company is a wholly-owned subsidiary of the Bank; and

     

    WHEREAS,
      the Bank is a wholly-owned subsidiary of the Holding Company; and

     

    WHEREAS,
      the
      Executive is currently employed as an employee-at-will by the Trust Company
      and
      is currently serving as the President and Chief Executive Officer of the Trust
      Company; and

     

    WHEREAS,
      at the
      request of the Executive, the Company and the Executive have determined that
      it
      is in the best interests of the Company that the Executive serve as Chief
      Financial and Estate Planning Advisor of the Trust Company; and

     

    WHEREAS,
      the Company has determined to hire a new President of the Trust Company to
      allow
      the Executive to focus his efforts as Chief Financial and Estate Planning
      Advisor of the Trust Company; and

     

    WHEREAS,
      upon the hiring of a new President of the Trust Company the Executive will
      be
      relieved of his duties and responsibilities associated with his position as
      President and Chief Executive Officer of the Trust Company; and

     

    WHEREAS,
      the
      Executive is willing to commit to continue in the performance of services for
      the Company upon the terms and conditions set forth herein;

     

    WHEREAS,
      in
      addition to the employment provisions contained herein, the Company and the
      Executive have agreed to certain restrictions, covenants, agreements and
      severance payments, as set forth in this Agreement; and

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing premises, the mutual covenants, agreements and
      obligations contained herein, the continued employment of the Executive by
      the
      Company pursuant to this Agreement and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      Company and the Executive, each intending to be legally bound, hereby agree
      as
      follows:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      1.  Employment;
      Term.

     

    (a)  Employment.
      Unless
      terminated earlier as provided herein, the Company hereby agrees to employ
      the
      Executive, and the Executive hereby agrees to be employed by the Company, on
      a
      full-time basis in accordance with the provisions of this
      Agreement.

     

    (b)  Term.
      Unless
      terminated earlier as provided herein, the term of the Executive’s employment
      with the Company hereunder will begin on the date of this Agreement and will
      end
      on the date which is the five-year anniversary of the date of this Agreement
      (the “Term”), subject to future extensions of the Term by mutual agreement of
      the parties hereto.

     

    Section
      2.  Position;
      Duties; Responsibilities. 

     

    (a)  Position.
      During
      the Term, the Executive will be the Chief Financial and Estate Planning Advisor
      of the Trust Company and will perform such duties and responsibilities as may
      be
      assigned by the board of directors of the Trust
      Company (the “Board”) and which are not unreasonably inconsistent with the
      duties outlined in subsection 2(b). The Executive will also be the President
      and
      Chief Executive Officer of the Trust Company and will perform such duties and
      responsibilities as may be assigned by the Board until such time as the Company
      delivers written notice to the Executive that a replacement President has been
      selected and that the Executive is relieved of all duties and responsibilities
      associated with his position as President and Chief Executive Officer of the
      Trust Company.

     

    (b)  Duties
      and Responsibilities.
      During
      the Term, the Executive will devote substantially all business time, attention
      and energy, and reasonable best efforts, to the interests and business of the
      Company and to the performance of the Executive’s duties and responsibilities on
      behalf of the Company. Such duties include, but are not limited to, providing
      financial and estate planning to high net worth clients and prospects; focusing
      business development and retention efforts on high net worth clients and
      prospects; presenting financial planning seminars to clients and prospects;
      working with other areas of the Company to identify high net worth trust clients
      and prospects; referring other business opportunities to other areas of the
      Company; and providing general counsel to the Trust Company as needed. The
      Executive may use his discretion in fixing the hours and schedule of work
      consistent with the proper discharge of his duties. The Executive, subject
      to
      supervision as provided in paragraph (d), will have all power and authority
      commensurate with the Executive’s status and necessary to perform the
      Executive’s duties hereunder.

     

    (c)  Working
      Conditions.
      So long
      as the Executive is employed by the Company pursuant to this Agreement, the
      Executive will be entitled to office space located at 515 Franklin Street,
      Michigan City, Indiana and access to conference rooms at its other primary
      locations. The Company will provide the Executive with the use of a laptop
      computer, tape recorder, mobile projector (which is to be shared with the Trust
      Company), cellular telephone, support services and ability to work from his
      home
      office. All equipment provided to the Executive will be the property of the
      Bank
      and is intended for business use only and not for personal use. 

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (d)  Supervision.
      The
      Executive will report to the Bank’s Chairman and Chief Executive Officer until a
      new President of the Trust Company is appointed. At such time, the Executive
      will report to the new President of the Trust Company.

     

    Section
      3.  Compensation
      and Employee Benefits.

     

    (a)  Base
      Salary.
      During
      the Term, for all services rendered to or on behalf of the Company by the
      Executive in all capacities pursuant to this Agreement or otherwise, the Company
      will pay to the Executive an annual base salary equal to the amount being paid
      the Executive as of the date of this Agreement (the “Base Salary”), and will be
      adjusted in accordance with Appendix
      A.
      The
      Base Salary will be paid to the Executive in accordance with the Trust Company’s
      usual and customary payroll practices applicable to its employees
      generally.

     

    (b)  Commission.
      Effective January 1, 2007, the Executive will be paid a commission based on
      the
      net increase in fee income on total accounts generated by the Executive
      directly, or generated by the Executive indirectly through financial planning
      presentations made by the Executive (the “Commission”). The Commission will be
      calculated as provided in Appendix
      A
      and will
      be paid in arrears based on actual results within 45 days of the end of each
      calendar quarter.

     

    (c)  Incentive
      Compensation.
      During
      the Term, the Executive will be eligible to receive stock options or stock
      awards in the sole discretion of the Compensation Committee of the Board,
      subject to the terms and conditions of the applicable plan.

     

    (d)  Employee
      Benefit Plans.
      During
      the Term, the Executive will be entitled to participate in all employee benefit
      plans and programs in effect from time to time and generally available to
      executive officers of the Company, subject to the terms and conditions of such
      plans and programs.

     

    (e)  Annual
      Physical.
      The
      Company will pay up to Two Thousand Dollars ($2,000) each year to cover the
      portion of the cost of the Executive’s physical examination by a licensed
      physician not covered by his health insurance.

     

    (f)  Other
      Policies.
      All
      other matters relating to the employment of the Executive by the Company not
      specifically addressed in this Agreement, or in the plans and programs
      referenced above (including, without limitation, vacation, sick and other paid
      time off), will be subject to the employee handbooks, rules, policies and
      procedures of the Company in effect from time to time.

     

    (g)  Taxes
      and Other Amounts.
      All
      taxes (other than the Company’s portion of FICA taxes) on the Base Salary and
      Commission and other amounts payable to the Executive pursuant to this Agreement
      or any plan or program will be paid by the Executive. The Company will be
      entitled to withhold from the Base Salary and Commission and all other amounts
      payable to the Executive pursuant to this Agreement or any plan or program
      (i)
      applicable withholding taxes, and (ii) such other amounts as may be authorized
      by the Executive in writing.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (h)  Acknowledgment
      by the Executive.
      Notwithstanding anything herein to the contrary, the Executive hereby
      understands, acknowledges and agrees that the Company may, in its sole
      discretion, amend, modify, freeze, suspend or terminate any or all of the
      incentive compensation, stock option, employee benefit and other plans and
      programs referenced herein at any time and from time to time in the future
      as
      provided in such plans and programs. Provided, however, that any such amendment,
      modification, freezing, suspension or termination will not affect any of the
      Executive’s vested or accrued benefits under any such plans or
      programs.

     

    (i)  Continuing
      Education.
      The
      Company will pay or reimburse the Executive for all reasonable and customary
      continuing education requirements related to providing banking, financial and
      estate planning services, including requirements for maintaining law and
      accountants’ licenses, subject to prior approval of his supervisor.

     

    Section
      4.  Termination
      of Employment.

     

    Subject
      to the respective continuing obligations of the parties hereto set forth in
      this
      Agreement, the Executive’s employment with the Company may be terminated during
      the Term in any of the following ways:

     

    (a)  Termination
      by the Company for Cause.
      The
      Company, upon written notice to the Executive, may terminate the Executive’s
      employment with the Company immediately (except as otherwise expressly provided
      herein with respect to the Executive’s limited right to cure) for Cause. For
      purposes of this Agreement, “Cause” is defined as: (i) personal dishonesty; (ii)
      incompetence; (iii) willful misconduct; (iv) willful violation of any law,
      rule
      or regulation (other than traffic violations or smaller offenses) or
      cease-and-desist order; (v) any removal and/or permanent prohibition from
      participating in the conduct of the Company’s affairs by a notice from a federal
      regulatory body having jurisdiction; or (vi) any material breach of any term,
      condition or covenant of this Agreement.

     

    (b)  Termination
      by the Company Without Cause.
      The
      Company, upon not less than 30 days prior written notice to the Executive,
      may
      terminate the Executive’s employment with the Company without Cause prior to a
      Change in Control.

     

    (c)  Termination
      in the Event of Death or Disability.
      The
      Executive’s employment hereunder will terminate immediately upon the death of
      the Executive. The Executive’s employment with the Company may be terminated by
      the Company in the event of the occurrence of a Disability of the Executive.
      For
      purposes hereof, a “Disability” will be defined as Executive’s inability to
      engage in any substantial gainful activity by reason of any medically
      determinable physical or mental impairment which can be expected to result
      in
      death or can be expected to last for a continuous period of not less than 12
      months. If, by reason of any medically determinable physical or mental
      impairment that can be expected to result in death or last for a continuous
      period of not less than 12 months, Executive is receiving income replacement
      benefits for a period of not less than three months under an accident and health
      plan sponsored by the Company, Executive will be deemed to be Disabled. The
      Compensation Committee of the Board will be the sole and final judge of whether
      Employee is Disabled for

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

       

      purposes
        of this Agreement, after consideration of any evidence it may require, including
        the reports of any physician or physicians it may designate.

    

     

    (d)  Termination
      by Executive for Good Reason Following a Change in Control.
      The
      Executive, within two years following the date of a Change in Control, upon
      30
      days’ prior written notice to the Company, may terminate employment with the
      Company for Good Reason. For purposes of this Agreement, “Good Reason” is
      defined as: (i) any action by the Company to remove the Executive as Chief
      Financial and Estate Planning Advisor, except where the Company properly acts
      to
      remove the Executive from such office for “Cause” as defined in subsection 4(a);
      (ii) any action by the Company to materially eliminate, limit, increase, or
      modify the Executive’s duties and/or authority as President and Chief Executive
      Officer of the Trust Company, subject to subsection 2(a), and as Chief Financial
      and Estate Planning Advisor; (iii) any failure of the Company to obtain the
      assumption of the obligation to perform this Agreement by any successor as
      contemplated in subsection 13(p); (iv) any intentional breach by the Company
      of
      a term, condition or covenant of this Agreement; (v) requiring the Executive
      to
      move more than 50 miles from his principal residence, or (vi) a reduction by
      the
      Company in the Executive’s Base Salary or Commission in effect on the date
      preceding the date of the Change in Control.

     

    (e)  Termination
      by Executive for Reasons Other than Good Reason Following a Change in
      Control.
      The
      Executive, upon not less than 30 days’ prior written notice to the Company, may
      terminate employment with the Company for any reason.

     

    (f)  Termination
      by the Company Without Cause Upon a Change in Control.
      The
      Company, within two years following the date of a Change in Control, upon not
      less than 30 days’ prior written notice to the Executive, may terminate the
      Executive’s employment with the Company.

     

    (g)  Notice
      of Termination.
      Any
      termination of the Executive’s employment with the Company as contemplated by
      this Section, except in the event of the Executive’s death, will be communicated
      by a written “Notice of Termination” by the terminating party to the other party
      hereto. Any Notice of Termination will indicate the specific provisions of
      this
      Agreement relied upon and, if applicable, will set forth in reasonable detail
      the facts and circumstances claimed to provide a basis for such termination.
      The
      last day of the Executive’s employment with the Company will be referred to
      herein as the “Date of Termination.”

     

    (h)  Change
      in Control.
      For
      purposes of this Agreement, a “Change in Control” will be deemed to have
      occurred if the conditions or events set forth in any one or more of the
      following subsections occur:

     

    
      	(i)  	
              Any
                merger, consolidation or similar transaction which involves the Company
                and in which persons who are the shareholders of the Company immediately
                prior to the transaction own, immediately after the transaction,
                shares of
                the surviving or combined entity which possess voting rights equal
                to or
                less than 50 percent of the voting rights of all shareholders of
                such
                entity, determined on a fully diluted
                basis;

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	(ii)  	
              Any
                sale, lease, exchange, transfer or other disposition of all or any
                substantial part of the consolidated assets of the
                Company;

            


    

     

    
      	(iii)  	
              Any
                tender, exchange, sale or other disposition (other than disposition
                of the
                stock of the Company in connection with bankruptcy, insolvency,
                foreclosure, receivership or other similar transactions) or purchase
                (other than purchases by the Company or any Company sponsored employee
                benefit plan, or purchases by members of the Board) of shares which
                represent more than 25 percent of the voting power of the Company;
                or

            


    

     

    
      	(iv)  	
              During
                any period of two consecutive years individuals who at the date of
                this
                Agreement constitute the Board cease for any reason to constitute
                at least
                a majority thereof, unless the election of each director at the beginning
                of the period has been approved by directors representing at least
                a
                majority of the directors then in
                office.

            


    

     

    
      	(v)  	
              Notwithstanding
                the foregoing, a Change in Control (A) will not occur as a result
                of the
                issuance of stock by the Holding Company in connection with any public
                offering of its stock; (B) will not be deemed to have occurred with
                respect to any transaction unless such transaction has been approved
                or
                shares have been tendered by a majority of the shareholders who are
                not
                Section 16(b) Persons; or (C) will not occur due to stock ownership
                by the
                Horizon Bancorp Employees’ Stock Bonus Plan Trust, which forms a part of
                the Horizon Bancorp Employees’ Stock Bonus Plan or any other employee
                benefit plan. “Section 16(b)” Person means a person subject to potential
                liability under Section 16(b) of the 1934 Act with respect to transactions
                which involve equity securities of the Holding
                Company.

            


    

     

    Section
      5.  Payment
      Upon Termination of Employment.

     

    Upon
      the
      termination of the Executive’s employment with the Company pursuant to Section
      4, the Executive will receive the following:

     

    (a)  Termination
      by the Company for Cause or Disability, by the Executive Without Good Reason
      or
      Termination due to Death.
      Upon
      the termination of the Executive’s employment by the Company for Cause, whether
      or not it is within two years of a Change in Control, pursuant to subsection
      4(a) or due to Disability pursuant to subsection 4(c), or due to the death
      of
      the Executive, or by the Executive without Good Reason pursuant to subsection
      4(e),the Company will pay or provide to the Executive the following amounts
      and
      benefits:

     

    
      	(i)  	
              that
                portion of the Executive’s Base Salary earned through the Date of
                Termination, payable in accordance with the Company’s normal payroll
                practices;

            


    

     

    
      	(ii)  	
              that
                portion of the Executive’s Commission earned through the Date of
                Termination, payable as of the first payroll in the calendar
                quarter

            


    

     

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
       

      
        	  
                  	
                following
                  the calendar quarter in which occurred the Executive’s Date of
                  Termination, or as soon as administratively practicable thereafter;
                  and

              


      

       

    

     

    
      	(iii)  	
              all
                amounts that have vested or accrued prior to the Date of Termination
                under
                all incentive compensation or employee benefit plans of the Company
                payable in accordance with the provisions of such
                plans.

            


    

     

    (b)  Termination
      by the Company Without Cause Without a Change in Control.
      Upon
      the termination of the Executive’s employment by the Company without Cause
      pursuant to subsection 4(b), the Company will pay or provide to the Executive
      the following amounts and benefits:

     

    
      	(i)  	
              that
                portion of the Executive’s Base Salary earned through the Date of
                Termination, payable in accordance with the Company’s normal payroll
                practices; 

            


    

     

    
      	(ii)  	
              that
                portion of the Executive’s Commission earned through the Date of
                Termination, payable as of the first payroll in the calendar quarter
                following the calendar quarter in which occurred the Executive’s Date of
                Termination, or as soon as administratively practicable
                thereafter;

            


    

     

    
      	(iii)  	
              all
                amounts that have vested or accrued prior to the Date of Termination
                under
                all incentive compensation or employee benefit plans of the Holding
                Company or Trust Company payable in accordance with the provisions
                of such
                plans; and

            


    

     

    
      	(iv)  	
              a
                severance benefit in an aggregate amount equal to the sum of the
                Executive’s Base Salary paid for the six-month period immediately prior to
                the Date of Termination plus Commission equal to 50 percent of the
                Commission earned by the Executive in the four complete calendar
                quarters
                preceding the Date of Termination. Payment of the severance benefit
                will
                be made in six substantially equal monthly installments commencing
                on the
                first payroll of the first month following the Date of Termination,
                or as
                soon as reasonably practicable thereafter.


            


    

     

    (c)  Termination
      by the Executive for Good Reason or by the Company Without Cause Upon a Change
      in Control.
      Upon
      the Executive’s termination of employment pursuant to subsection 4(d) or 4(f),
      the Company will pay or provide to the Executive the following amounts and
      benefits:

     

    
      	(i)  	
              that
                portion of the Executive’s Base Salary earned through the Date of
                Termination, payable in accordance with the Company’s normal payroll
                practices;

            


    

     

    
      	(ii)  	
              that
                portion of the Executive’s Commission earned through the Date of
                Termination, payable as of the first payroll in the calendar quarter
                following the calendar quarter in which occurred the Executive’s Date of
                Termination, or as soon as administratively practicable
                thereafter;

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	(iii)  	
              a
                severance benefit equal to the aggregate amount of the Executive’s annual
                cash compensation for the prior two years, payable in a single sum
                payment
                within 30 days following the Date of Termination; provided, that
                the
                Executive’s “cash compensation” for a year is equal to his Base Salary
                plus his Commission, or in years prior to 2007, his Base Salary plus
                his
                cash bonus, payable in a single sum payment within 30 days following
                the
                Date of Termination; and

            


    

     

    
      	(iv)  	
              all
                amounts that have vested or accrued prior to the Date of Termination
                under
                all incentive compensation or employee benefit plans of the Company
                in
                accordance with the provisions of such
                plans.

            


    

     

    (d)  Delay
      of Payment of Benefits in Certain Circumstances.
      

     

    
      	(i)  	
              Separation
                from Service.
                “Separation from Service” means the date on which the Executive dies,
                retires or otherwise experiences a Termination of Employment with
                the
                Company. Provided, however, a Separation from Service does not occur
                if
                the Executive is on military leave, sick leave, or other bona fide
                leave
                of absence (such as temporary employment by the government) if the
                period
                of such leave does not exceed six months, or if the leave is for
                a longer
                period, so long as the individual’s right to reemployment with the Company
                is provided either by statute or by contract. If the period of leave
                exceeds six months and the Executive’s right to reemployment is not
                provided either by statute or contract, there will be a Separation
                from
                Service on the first date immediately following such six-month period.
                The
                Executive will incur a “Termination of Employment” when a termination of
                employment is incurred under Proposed Treasury Regulation 1.409A-1(h)(ii)
                or any final version of such Proposed
                Regulation.

            


    

     

    
      	(ii)  	
              Suspension
                of Payments to Specified Employees.
                If an amount is payable to the Executive due to the Executive’s Separation
                from Service for a reason other than the Executive’s death, and if at the
                time of the Separation from Service the Executive is a “Specified
                Employee,” payment of all amounts to the Executive under the Plan will be
                suspended for six months following such Separation from Service.
                The
                Executive will receive payment of such amounts on the first day following
                the six-month suspension period. 

            


    

     

    
      	(A)  	
              A
                “Specified Employee” means an individual who is a “Key Employee” of the
                Company at a time when the Holding Company’s stock is publicly traded on
                an established securities market. The Executive will be a Specified
                Employee on the first day of the fourth month following any
                “Identification Date” on which the Executive is a Key
                Employee.

            


    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	(B)  	
              The
                Executive is a “Key Employee” if at any time during the 12-month period
                ending on an Identification Date the Executive is: (i) an officer
                of the
                Company having annual compensation greater than $130,000 (as adjusted
                in
                the same manner as under Section 415(d) of the Internal Revenue Code
                of
                1986, as amended (the “Code”)
                except that the base period will be the calendar quarter beginning
                July 1,
                2001, and any increase under this sentence which is not a multiple
                of
                $5,000 will be rounded to the next lower multiple of $5,000);
                (ii) a five-percent owner of the Company; or (iii) a one-percent
                owner of
                the Company having an annual compensation greater than $150,000.
                For
                purposes of determining whether an Executive is an officer under
                clause
                (i), nor more than 50 employees (or, if lesser, the greater of three
                or
                ten percent of the employees) will be treated as officers, and those
                categories of employees listed in Code Section 414(q)(5) will be
                excluded.

            


    

     

    
      	(C)  	
              The
                “Identification Date” for purposes of this Agreement is December 31 of
                each calendar year.

            


    

     

    (e)  Certain
      Limitations.
      All
      amounts payable to the Executive pursuant to subsections 5(b)(iv) and (v) and
      5(c)(iii) and (iv) will be subject to the following limitations:

     

    
      	(i)  	
              amounts
                payable pursuant to this subsection will be subject to the terms
                of
                subsection 13(q) and paid only so long as the Executive is not in
                breach
                of any of the provisions of this Agreement;
                and

            


    

     

    
      	(ii)  	
              payment
                will be made pursuant to this subsection only if the Executive executes
                a
                release of claims satisfactory to the
                Company.

            


    

     

    (f)  Waiver
      of Other Rights.
      In
      consideration of the payments and benefits provided for in this Section, the
      Executive (i) hereby waives any right to, and agrees not to file any claim
      for,
      unemployment compensation in the event of any termination of his employment
      with
      the Company, and (ii) hereby waives any right to, and agrees not to file any
      claim for, any severance pay or other compensation to which he may be entitled
      under federal labor law.

     

    Section
      6.  Non-Disclosure;
      Return of Confidential Information and Other Property.

     

    (a)  Access
      to Confidential Information.
      The
      Executive understands, acknowledges and agrees that during the course of his
      employment with the Company, he has gained or will gain information regarding
      knowledge of and familiarity with the Confidential Information (as hereinafter
      defined) of the Company and that if the Confidential Information was disclosed
      by the Executive, the Company would suffer irreparable damage and harm. The
      Executive understands, acknowledges and agrees that the Confidential Information
      derives substantial economic value from, among other reasons, not being known
      or
      readily ascertainable by proper means by others who could obtain economic value
      therefrom upon disclosure. The Executive acknowledges and agrees that the
      Company uses reasonable means to maintain the secrecy and confidentiality of
      the
      Confidential Information.

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (b)  Non-Disclosure.
      At all
      times while the Executive is employed by the Company, and at all times
      thereafter, the Executive will not (i) directly or indirectly disclose, provide
      or discuss any Confidential Information with or to any Person other than those
      directors, officers, employees, representatives and agents of the Company who
      need to know such Confidential Information for a proper corporate purpose,
      and
      (ii) directly or indirectly use any Confidential Information (A) to compete
      against the Company, or (B) for the Executive’s own benefit or for the benefit
      of any Person other than the Company.

     

    (c)  Confidential
      Information Defined.
      For
      purposes of this Agreement, the term “Confidential Information” means any and
      all:

     

    
      	(i)  	
              materials,
                records, data, documents, lists, writings and information (whether
                in
                writing, printed, verbal, electronic, computerized, on disk or otherwise)
                (A) relating or referring in any manner to the business, operations,
                affairs, financial condition, results of operation, cash flow, assets,
                liabilities, sales, revenues, income, estimates, projections, policies,
                strategies, techniques, methods, products, developments, suppliers,
                relationships and/or customers of the Company that are confidential,
                proprietary or not otherwise publicly available, in any event not
                without
                a breach of this Agreement, (B) that the Company has deemed confidential,
                proprietary or nonpublic; or (C) customer
                lists, sales and marketing techniques, including all documents, products
                and processes involved in or related to the “Bridges to Tomorrow”
                presentations, used in or pertaining to the Company’s business (i) which
                relate in any way to the Company’s business, products or processes, or
                (ii) which are discovered, conceived, developed or reduced to practice
                by
                Employee, either alone or with others either (x) during the Term
                of this
                Agreement, or (y) at the Company’s expense, or (z) on the Company’s
                premises.

            


    

     

    
      	(ii)  	
              trade
                secrets of the Company, as defined in Indiana Code Section 24-2-3-2,
                as
                amended, or any successor statute;
                and

            


    

     

    
      	(iii)  	
              any
                and all copies, summaries, analyses and extracts which relate or
                refer to
                or reflect any of the items set forth in (i) or (ii) above. The Executive
                agrees that all Confidential Information is confidential and is and
                at all
                times will remain the property of, as applicable, the
                Company.

            


    

     

    (d)  Definition
      of Person.
      For
      purposes of this Agreement, the term “Person” will mean any natural person,
      proprietorship, partnership, corporation, limited liability corporation, bank,
      organization, firm, business, joint venture, association, trust or other entity
      and any government agency, body or authority.

     

    (e)  Return
      of Confidential Information and Other Property.
      The
      Executive covenants and agrees:

     

    
      	(i)  	
              to
                keep all Confidential Information subject to the Company’s custody and
                control and to promptly return to the Company all Confidential
                Information

            


    

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
       

      
        	 
                  	
                Information
                  that is still in the Executive’s possession or control at the termination
                  of the Executive’s employment with the Company;
                  and

              


      

       

    

    
      	(ii)  	
              promptly
                upon termination of the Executive’s employment with the Company, to return
                to the Company, at the Company’s principal office, all vehicles,
                equipment, computers, credit cards and other property of the Company
                and
                to cease using any of the
                foregoing.

            


    

     

    Section
      7.  Non-Competition.

     

    (a)  Agreement
      Not to Compete.
      The
      Executive hereby understands, acknowledges and agrees that, by virtue of his
      positions with the Company, the Executive has and will have advantageous
      familiarity and personal contacts with the customers, wherever located, of
      the
      Company and has and will have advantageous familiarity with the business,
      operations and affairs of the Company. In addition, the Executive understands,
      acknowledges and agrees that the business of the Company is highly competitive.
      Accordingly, at all times while the Executive is employed by the Company and
      for
      a period of one year following the termination of the Executive’s employment
      with the Company, the Executive will not, in any county in which the Company
      has
      an office (such counties to be limited, in the event of a Change in Control,
      to
      those counties in which the Company has an office and not also limited by the
      counties in which the acquiring company and its other affiliates have an
      office), directly or indirectly, or individually or together with any other
      Person, as owner, shareholder, investor, member, partner, proprietor, principal,
      director, officer, employee, manager, agent, representative, independent
      contractor, consultant or otherwise:

     

    
      	(i)  	
              Engage
                in or assist another Person in engaging in, or use or permit his
                name to
                be used in connection with, any business, operation or activity which
                competes with any business, operation or activity conducted or proposed
                to
                be conducted by the Company or which is in the same or a similar
                line of
                business as the Company, at any time during the Executive’s employment
                with the Company or during such one-year period following the Date
                of
                Termination; or

            


    

     

    
      	(ii)  	
              Finance,
                join, operate or control any business, operation or activity which
                competes with any business, operation or activity conducted or proposed
                to
                be conducted by the Company or which is in the same or a similar
                line of
                business as the Company, at any time during the Executive’s employment
                with the Company or during such one-year period following the Date
                of
                Termination; or

            


    

     

    
      	(iii)  	
              Offer
                or provide employment to, hire or engage (whether on a full-time,
                part-time or consulting basis or otherwise) any individual who has
                been an
                employee of the Company within two years prior to such offer, hiring
                or
                engagement.

            


    

     

    
      	(iv)  	
              Notwithstanding
                the foregoing, nothing contained in this subsection 7(a) will prevent
                or
                restrict the Executive from engaging in the practice of law,
                

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      
        	    	
                accounting
                  or tax return preparation, including within the restricted geographical
                  area.

              


      

       

    

    (b)  Enforceability.
      The
      Executive acknowledges the regional scope of the business of the Company.
      Notwithstanding the foregoing, in the event that any provision of this Section
      is found by a court of competent jurisdiction to exceed the time, geographic
      or
      other restrictions permitted by applicable law in any jurisdiction, then such
      court will have the power to reduce, limit or reform (but not to increase or
      make greater) such provision to make it enforceable to the maximum extent
      permitted by law, and such provision will then be enforceable against the
      Executive in its reduced, limited or reformed manner; provided, however, that
      a
      provision will be enforceable in its reduced, limited or reformed manner only
      in
      the particular jurisdiction in which a court of competent jurisdiction makes
      such determination. In addition, the parties agree that the provisions of this
      Section will be severable in accordance with subsection 13(e).

     

    Section
      8.  Non-Solicitation.

     

    The
      Executive hereby understands, acknowledges and agrees that, by virtue of his
      positions with the Company, the Executive has and will have advantageous
      familiarity and personal contacts with the customers, wherever located, of
      the
      Company and has and will have advantageous familiarity with the business,
      operations and affairs of the Company. In addition, the Executive understands,
      acknowledges and agrees that the business of the Company is highly competitive.
      Accordingly, at all times while the Executive is employed by the Company and
      for
      a one-year period following the Date of Termination, the Executive will not,
      directly or indirectly, or individually or together with any other Person,
      as
      owner, shareholder, investor, member, partner, proprietor, principal, director,
      officer, employee, manager, agent, representative, independent contractor,
      consultant or otherwise:

     

    (a)  Solicit
      in any manner, seek to obtain or service any business of any Person who is
      or
      was a customer or an active prospective customer of the Company during the
      two-year period prior to the Date of Termination; or

     

    (b)  Request
      or advise any customers, suppliers, vendors or others who were doing business
      with the Company during the two-year period prior to the Date of Termination,
      or
      any other Person, to terminate, reduce, limit or change their business or
      relationship with the Company; or

     

    (c)  Induce,
      request or attempt to influence any employee of the Company who was employed
      by
      the Company during the two-year period prior to the Date of Termination, to
      terminate his or her employment with the Company.

     

    Section
      9.  Periods
      of Noncompliance and Reasonableness of Periods.

     

    The
      restrictions and covenants contained in Sections 7 and 8 will be deemed not
      to
      run during all periods of noncompliance, the intention of the parties hereto
      being to have such restrictions and covenants apply during the Term of this
      Agreement and for the full periods specified in Sections 7 and 8. The Company
      and the Executive understand, acknowledge and agree that the restrictions and
      covenants contained in Section 7 and Section 8 are reasonable in view of the
      nature of the business in which the Company are engaged, the Executive’s
      positions 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

      with
        the
        Company and the Executive’s advantageous knowledge of and familiarity with the
        business, operations, affairs and customers of the Company.

    

     

    The
      Company’s obligation to pay the amounts otherwise payable to the Executive
      pursuant to this Agreement will immediately terminate in the event that the
      Executive breaches any of the provisions of Sections 6, 7 or 8. Notwithstanding
      the foregoing:

     

    (a)  the
      covenants of the Executive set forth in Sections 6, 7 and 8 will continue in
      full force and effect and be binding upon the Executive;

     

    (b)  the
      Company will be entitled to the remedies specified in Section 11;
      and

     

    (c)  the
      Company will be entitled to its damages, costs and expenses (including, without
      limitation, reasonable attorneys fees and expenses) resulting from or relating
      to the Executive’s breach of any of the provisions of Sections 6, 7 or
      8.

     

    Section
      10.  Survival
      of Certain Provisions.

     

    Upon
      any
      termination of the Executive’s employment with the Company, the Executive hereby
      expressly agrees that the provisions of Sections 6, 7, 8, 9, 10, 11, 12 and
      13
      will continue to be in full force and effect and binding upon the Executive
      in
      accordance with the respective provisions of such Sections.

     

    Section
      11.  Remedies.

     

    The
      Executive agrees that the Company will suffer irreparable damage and injury
      and
      will not have an adequate remedy at law in the event of any actual, threatened
      or attempted breach by the Executive of any provision of Sections 6, 7 or 8.
      Accordingly, in the event of a breach or a threatened or attempted breach by
      the
      Executive of any provision of Sections 6, 7 or 8, in addition to all other
      remedies to which the Company are entitled at law, in equity or otherwise,
      the
      Company may be entitled to a temporary restraining order and a permanent
      injunction or a decree of specific performance of any provision of Sections
      6, 7
      or 8. The foregoing remedies will not be deemed to be the exclusive rights
      or
      remedies of the Company for any breach of or noncompliance with this Agreement
      by the Executive but will be in addition to all other rights and remedies
      available to the Company at law, in equity or otherwise.

     

    Section
      12.  Indemnification.

     

    The
      Company will indemnify the Executive (and his legal representatives or other
      successors) to the fullest extent permitted (including payment of expenses
      in
      advance of final disposition of the proceeding) by the Articles of Incorporation
      and By-Laws of the Company as in effect at such time. The Executive will be
      entitled to the protection of any insurance policies the Company may elect
      to
      maintain generally for the benefit of its directors and officers, against all
      costs, charges and expenses whatsoever incurred or sustained by him or his
      legal
      representatives in connection with any action, suit or proceeding to which
      he
      (or his legal representatives or other successors) may be made a party by reason
      of his being or having been a director, officer or employee of the Company.
      If
      any action, suit or proceeding is brought or threatened against the Executive
      in
      respect of which indemnity may be sought against 

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

      the
        Company pursuant to the foregoing, the Executive will notify the Company
        promptly in writing of the institution of such action, suit or proceeding,
        and
        the Company will assume the defense hereof and the employment of counsel
        and
        payment of all fees and expenses.

    

     

    Section
      13.  Miscellaneous.

     

    (a)  Assignment.
      This
      Agreement is personal in nature and no party hereto will, without the prior
      written consent of the other party hereto, assign or transfer this Agreement
      or
      any rights or obligations hereunder, except as provided pursuant to subsection
      13(p) or as otherwise provided herein. Without limiting the foregoing, the
      Executive’s right to receive compensation hereunder will not be assignable or
      transferable by the Executive, whether by pledge, creation of a security
      interest or otherwise, other than a transfer by the Executive’s will or by the
      laws of descent, and in the event of any attempted assignment or transfer
      contrary to this Section, the Company will have no liability to pay any amounts
      so attempted to be assigned or transferred. Notwithstanding the foregoing or
      anything herein to the contrary, this Agreement may be assigned by the Company
      without the prior consent of the Executive.

     

    (b)  Waiver.
      Either
      party hereto may, by a writing signed by the waiving party, waive the
      performance by the other party of any of the covenants or agreements to be
      performed by such other party under this Agreement. The waiver by either party
      hereto of a breach of or noncompliance with any provision of this Agreement
      will
      not operate or be construed as a continuing waiver or a waiver of any other
      or
      subsequent breach or noncompliance hereunder. The failure or delay of either
      party at any time to insist upon the strict performance of any provision of
      this
      Agreement or to enforce its rights or remedies under this Agreement will not
      be
      construed as a waiver or relinquishment of the right to insist upon strict
      performance of such provision, or to pursue any of its rights or remedies for
      any breach hereof, at a future time.

     

    (c)  Amendment.
      This
      Agreement may be amended, modified or supplemented only by a written agreement
      executed by all of the parties hereto.

     

    (d)  Headings.
      The
      headings in this Agreement have been inserted solely for ease of reference
      and
      will not be considered in the interpretation or construction of this
      Agreement.

     

    (e)  Severability.
      In case
      any one or more of the provisions (or any portion thereof) contained herein
      will, for any reason, be held to be invalid, illegal or unenforceable in any
      respect, such invalidity, illegality or unenforceability will not affect any
      other provision of this Agreement, but this Agreement will be construed as
      if
      such invalid, illegal or unenforceable provision or provisions (or portion
      thereof) had never been contained herein. If any provision of this Agreement
      will be determined by a court of competent jurisdiction to be unenforceable
      because of the provision’s scope, duration or other factor, then such provision
      will be considered divisible and the court making such determination will have
      the power to reduce or limit (but not increase or make greater) such scope,
      duration or other factor or to reform (but not increase or make greater) such
      provision to make it enforceable to the maximum extent permitted by law, and
      such provision will then be enforceable against the appropriate party hereto
      in
      its reformed, reduced or limited form; provided, however, that a provision
      will
      be enforceable in its reformed, reduced or limited form only in the particular
      jurisdiction in which a court of competent jurisdiction makes such
      determination.

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (f)  Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which will
      be
      an original, but such counterparts will together constitute one and the same
      agreement.

     

    (g)  Construction.
      This
      Agreement will be deemed to have been drafted by both parties hereto. This
      Agreement will be construed in accordance with the fair meaning of its
      provisions and its language will not be strictly construed against, nor will
      ambiguities be resolved against, any party.

     

    (h)  Review
      and Consultation.
      The
      Executive hereby acknowledges and agrees that he (i) has read this Agreement
      in
      its entirety prior to executing it, (ii) understands the provisions, effects
      and
      restrictions of this Agreement, (iii) has consulted with such of his own
      attorneys, accountants and financial and other advisors as he has deemed
      appropriate in connection with his execution of this Agreement, and (iv) has
      executed this Agreement voluntarily. THE
      EXECUTIVE HEREBY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT HE HAS NOT RECEIVED
      ANY ADVICE, COUNSEL OR RECOMMENDATION WITH RESPECT TO THIS AGREEMENT FROM ANY
      DIRECTOR OR EMPLOYEE OF, OR ANY ATTORNEY, ACCOUNTANT OR ADVISOR FOR, THE
      COMPANY.

     

    (i)  Attorneys’
      Fees.
      Each
      party hereto will pay the other party’s reasonable costs and expenses
      (including, without limitation, reasonable attorneys’ fees and disbursements) in
      connection with such other party successfully enforcing any provision or
      provisions of this Agreement (except as otherwise provided herein) against
      the
      breaching party (whether by litigation, arbitration, mediation, settlement
      or
      negotiation).

     

    (j)  Entire
      Agreement.
      This
      Agreement supersedes all other prior understandings, commitments,
      representations, negotiations, contracts and agreements, whether oral or
      written, between the parties hereto relating to the matters contemplated hereby
      and constitute the entire understanding and agreement between the parties hereto
      relating to the subject matter hereof.

     

    (k)  Certain
      References.
      Whenever in this Agreement a singular word is used, it also will include the
      plural wherever required by the context and vice-versa. All references to the
      masculine, feminine or neuter genders herein will include any other gender,
      as
      the context requires. Unless expressly provided otherwise, all references in
      this Agreement to days will mean calendar, not business, days.

     

    (l)  Governing
      Law.
      This
      Agreement will be governed by and construed in accordance with the laws of
      the
      State of Indiana applicable to contracts made and to be performed
      therein.

     

    (m)  Notices.
      All
      notices, requests and other communications hereunder will be in writing (which
      will include facsimile communication) and will be deemed to have been duly
      given
      if (i) delivered by hand; (ii) sent by certified United States Mail, return
      receipt requested, first class postage pre-paid; (iii) sent by overnight
      delivery service; or (iv) sent by facsimile transmission if such fax is
      confirmed immediately thereafter by also mailing a copy of such notice, request
      or other communication by regular United States Mail, first class postage
      pre-paid, as follows:

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    
      	
              If
                to the Company:

            	
              Horizon
                Bancorp

            
	 	
              Attention:
                President & CEO

            
	 	
              515
                Franklin Square

            
	 	
              Michigan
                City, Indiana 46360

            
	 	
              Telephone:
                (219) 879-0211

            
	 	
              Facsimile:
                (219) 873-2628

            
	 	 
	
              With
                a copy to (which 

            	
              Krieg
                DeVault LLP

            
	
              will
                not constitute notice):

            	
              Attention:
                Sharon B. Hearn, Esq.

            
	 	
              One
                Indiana Square, Suite 2800

            
	 	
              Indianapolis,
                Indiana 46204

            
	 	
              Telephone:
                (317) 636-4341

            
	 	
              Facsimile:
                (317) 636-1507

            
	 	 
	
              If
                to the Executive:

            	
              Lawrence
                J. Mazur

            
	 	
              326
                Oak Drive

            
	 	
              LaPorte,
                Indiana 46350

            


    

    


    or
      to
      such other address or facsimile number as any party hereto may have furnished
      to
      the other parties in writing in accordance herewith, except that notices of
      change of address or facsimile number will be effective only upon
      receipt.

    


    All
      such
      notices, requests and other communications will be effective (i) if delivered
      by
      hand, when delivered; (ii) if sent by mail in the manner provided herein, two
      business days after deposit with the United States Postal Service; (iii) if
      sent
      by overnight express delivery service, on the next business day after deposit
      with such service; or (iv) if sent by facsimile transmission, on the date
      indicated on the fax confirmation page of the sender if such fax also is
      confirmed by mail in the manner provided herein.

     

    (n)  Jurisdiction
      and Venue.
      The
      parties hereto hereby agree that all demands, claims, actions, causes of action,
      suits, proceedings and litigation between or among the parties relating to
      this
      Agreement, will be filed, tried and litigated only in a federal or state court
      located in the State of Indiana. In connection with the foregoing, the parties
      hereto irrevocably consent to the jurisdiction and venue of such court and
      expressly waive any claims or defenses of lack of jurisdiction of or proper
      venue by such court.

     

    (o)  Recitals.
      The
      recitals contained on page one of this Agreement are expressly incorporated
      into
      and made a part of this Agreement.

     

    (p)  Successors.
      The
      Company will require any successor (whether direct or indirect, by purchase,
      merger, consolidation, share exchange, combination or otherwise) to all or
      substantially all of the business, assets or voting securities of the Holding
      Company to expressly assume and agree, in writing, to perform this Agreement
      in,
      and any successor will absolutely and unconditionally assume all of the
      Company’s obligations hereunder to, the same manner and extent, and upon the
      same terms and conditions, that the Company would be required to perform it
      if
      no such succession had taken place. Failure of the Company to obtain


     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

       

      such
        agreement prior to the effectiveness of any such succession will be a material
        breach of this Agreement by the Company and will entitle the Employee to
        terminate his employment with the Company for Good Reason pursuant to subsection
        4(d). As used in this Agreement, the Company will mean the Company as
        hereinbefore defined and any successor to their business, assets or voting
        securities as aforesaid.

    

     

    (q)  Tax
      Payments.
      Anything in this Agreement to the contrary notwithstanding, in the event the
      Company’s independent public accountants determine that any payment by the
      Company to or for the benefit of the Executive, whether paid or payable pursuant
      to the terms of this Agreement, would be non-deductible by the Company for
      federal income tax purposes because of Section 280G of the Internal Revenue
      Code
      of 1986, as amended (“Code”), the amount payable to or for the benefit of the
      Executive pursuant to the Agreement will be reduced (but not below zero) to
      the
      Reduced Amount. For purposes of this Agreement, the “Reduced Amount” will be the
      amount which maximizes the amount payable without causing the payment to be
      non-deductible by the Company because of Code Section 280G.

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have made, entered into, executed and delivered this Agreement
      as
      of the day and year first above written.

    


    
      	
               

            	
              HORIZON
                TRUST & INVESTMENT MANAGEMENT, N.A.

            
	 	 	 
	 	 	 
	 	
              By:
                

            	/s/
Craig
              M. Dwight
	 	 	
              Craig
                M. Dwight, Vice Chairman

            
	 	 	 
	 	 	 
	 	
              HORIZON
                BANK, N.A.

            
	 	 	 
	 	 	 
	 	
              By:
                

            	/s/
Craig
              M. Dwight
	 	 	
              Craig
                M. Dwight, Chairman and Chief Executive Officer

            
	 	 	 
	 	 	 
	 	
              HORIZON
                BANCORP

            
	 	 	 
	 	 	 
	 	
              By:
                

            	/s/
Craig
              M. Dwight
	 	 	
              Craig
                M. Dwight, President and Chief Executive Officer

            
	 	 	 
	 	 	 
	 	
              EXECUTIVE

            
	 	 	 
	 	 	 
	 	/s/
Lawrence
              J. Mazur 
	 	
              Lawrence
                J. Mazur

            


    

    


    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

       

      

        Appendix
          A

        


        A-1.
          Base
          Salary.
          Commencing as of January 1st of each calendar year, the Executive’s Base Salary
          will be as follows; provided, however, in no event may the Executive’s Base
          Salary be less than $100,000 for any calendar year after 2008 in which
          the
          Executive is employed by the Company:

        


        
          	
                    

                	
                  Year

                	
                  Amount

                	
                    

                
	 	
                  2006

                	
                  $158,000

                	 
	 	
                  2007

                	
                  $140,000

                	 
	 	
                  2008
                    and thereafter

                	
                  $100,000

                	 


        

        


        


        A-2.
          Calculation
          of Commission

        


        Effective
          January 1, 2007, for any calendar year in which the Executive is employed
          by the
          Company, the Executive will be entitled to Commission equal to 25 percent
          of
          trust fees generated on new accounts he originated during the current calendar
          year plus 12.5 percent of the trust fees on new accounts he originated
          in the
          immediately preceding calendar year plus five percent of the trust fees
          on new
          accounts he originated in the year two years preceding the current calendar
          year.

        


        Example:

        


        
          	
                   

                	
                  Year

                	
                  Trust
                    Fees

                	
                  Commission
                    Percentage

                	
                  Total
                    Commission

                	
                   

                
	 	
                  2006

                	
                  $100,000

                	
                  At
                    0%

                	
                  $   
                    0.00

                	 	 
	 	 	 	 	 	 	 
	 	
                  2007

                	
                  $125,000

                	
                  At
                    25%

                	
                  $31,250

                	 	 
	 	 	
                  $100,000

                	
                  At
                    12.5%

                	
                   
                    12,500

                	 	 
	 	 	 	 	
                  $43,750

                	 	 
	 	 	 	 	
                   

                	 	 
	 	
                  2008

                	
                  $150,000

                	
                  At
                    25%

                	
                  $37,500

                	
                   

                	 
	 	 	
                  $125,000

                	
                  At
                    12.5%

                	
                  15,625

                	
                   

                	
                   

                
	 	 	
                  $100,000

                	
                  At
                    5%

                	
                      5,000

                	 	 
	 	 	 	 	
                  $58,125

                	 	 


        

        


      

    


     

    A-1