Amendment to Restricted Stock Award Agreement


     

    Exhibit
      10.2

     

     

    


    AMENDMENT
      TO

    HORIZON
      BANCORP RESTRICTED 

    STOCK
      AWARD AGREEMENT

    


    WHEREAS,
      Horizon
      Bancorp (the “Company”) maintains the Horizon Bancorp 2003 Omnibus Equity
      Incentive Plan (the “Plan”); and

     

    WHEREAS,
      on
      August 14, 2004, the Company entered into the Horizon Bancorp 2003 Omnibus
      Equity Incentive Plan Restricted Stock Award Agreement (the “Agreement”) with
      Lawrence J. Mazur (the “Participant”), pursuant to which the Participant
      was granted 6,000 shares of restricted stock of the Company (the “Restricted
      Stock”); and

     

    WHEREAS,
      the
      Company and the Participant intend to enter into an Employment Agreement whereby
      the Participant will be entitled to payments upon specified events resulting
      in
      the Participant’s termination of employment; and

     

    WHEREAS,
      Section
      2 of the Agreement provides that the Restricted Stock will vest on the fifth
      anniversary of the grant date under the Agreement, which is August 2, 2004;
      and

     

    WHEREAS,
      the
      Compensation Committee of the Company’s Board of Directors has determined that
      in connection with entering into the Employment Agreement, the Agreement should
      be amended to modify the time when the Restricted Stock becomes vested upon
      certain specified events resulting in a termination of the Participant’s
      employment; and

     

    WHEREAS,
      the
      Participant has consented to such modification; 

     

    NOW,
      THEREFORE,
      effective as of July 19, 2006, Section 2 of the Agreement is amended to
      read as follows:

     

    “2. Period
      of Restriction and Vesting.
      The
      Period of Restriction shall begin on the Grant Date and end, except as otherwise
      provided in Sections 3 and 4 of this Agreement, on the date shares of Restricted
      Stock become vested. For purposes of this Agreement, the shares of Restricted
      Stock shall become vested on the fifth anniversary of the Grant Date, provided
      the Participant is an Employee on such date. The Grant Date is August 2,
      2004. Notwithstanding any other provision in this Section 2, and notwithstanding
      any provision in Section 4, if the Participant’s employment is terminated
      without ‘Cause,’ as such term is defined in his employment agreement, then the
      Participant shall be vested in the Restricted Stock according to the following
      table.

     

    
      	
               

            	
              Years
                of Service

            	 	
              Percent
                Vested

            	
               

            
	 	
              1

            	 	
              20%

            	 
	 	
              2

            	 	
              40%

            	 
	 	
              3

            	 	
              60%

            	 
	 	
              4

            	 	
              80%

            	 
	 	
              5

            	 	
              100%

            	 
	 	 	 	 	 


    

     

    The
      Participant’s years of service will be measured from the effective date of this
      Agreement.” 

     

    The
      Agreement shall remain the same in all other respects.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF,
      the
      Company, by its officer thereunder duly authorized, and the Participant, have
      caused this Amendment to be executed as of July 19, 2006.

     

    
      	 	
              HORIZON
                BANCORP

               

            
	 	
              By:

            	
              /s/
                Craig M. Dwight

            
	 	 	
              Craig M.
                Dwight, President and Chief Executive Officer

            
	 	 	 
	 	
              PARTICIPANT
                

               

            
	 	
              /s/
                Lawrence J.
                Mazur

            
	 	
              Lawrence J.
                Mazur