EX-10.1



 Exhibit 10.1 

HORIZON BANCORP 
 2013
OMNIBUS EQUITY INCENTIVE PLAN 
 PERFORMANCE SHARE AWARD AGREEMENT 

THIS AGREEMENT (the “Agreement”), made and executed as of the      day of
                , 201  , between Horizon Bancorp, an Indiana corporation (the “Company”), and
            , an officer or employee of the Company or one of its Affiliates, including but not limited to Horizon Bank, N.A., (the “Participant”). 

WITNESSETH: 
 WHEREAS, the
Company has adopted the Horizon Bancorp 2013 Omnibus Equity Incentive Plan (the “Plan”) to further the growth and financial success of the Company and its Affiliates by aligning the interests of Participants, through the ownership of
Shares and through other incentives, with the interests of the Company’s shareholders; to provide Participants with an incentive for excellence in individual performance; to promote teamwork among Participants; to provide flexibility to the
Company in its ability to motivate, attract and retain the services of Participants who make significant contributions to the Company’s success; and to allow Participants to share in the success of the Company; and 

WHEREAS, it is the view of the Company that this goal can be achieved by granting Performance Shares to eligible employees; and 

 WHEREAS, the Participant has been designated by the Committee as an individual to whom Performance Shares should be granted as
determined from the duties performed, the initiative and industry of the Participant, and his or her potential contribution to the future development, growth and prosperity of the Company; 

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Participant agree as
follows: 
 1.    Award of Performance Shares. The Company hereby awards to the Participant,
effective as of the date the Committee formally approves the award by resolution,              (            )
Performance Shares, subject to the terms and conditions of this Agreement and the provisions of the Plan. All provisions of the Plan, including defined terms, are incorporated herein and expressly made a part of this Agreement by reference. The
Participant hereby acknowledges that he or she has received a copy of the Plan. 
 2.    Performance
Periods. The Performance Period to which the award of Performance Shares relates is the three-year period beginning on              201   and ending on
             201  . 

3.    Performance Goals. The Performance Goals for the Performance Period are specified in
Schedule A based on a comparison of the Company’s average performance over the Performance Period (i.e., the summation of performance for calendar years one, two and three divided by three) for (a) return on common equity
(“ROCE”), (b) compounded annual growth rate of total assets (“CAGR”), and (c) return on average assets (“ROAA”) relative to the average 

  
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performance for publicly-traded banks with total assets between $1 billion and $5 billion on the SNL Bank Index (the “SNL Index”) for ROCE, CAGR and ROAA over the Performance Period.
Only banks which have reported year-end results by March 1st will be considered for comparison purposes. In the event SNL Financial LC ceases to publish the SNL Index, the Committee will
engage an independent compensation consultant to assist the Committee in selecting a new bank index or bank peer group for purposes of determining if a Performance Goal has been met. 

4.    Earning and Vesting of Performance Shares. The Performance Shares will become earned and
vested for the Performance Period to the extent (a) the Performance Goals are satisfied in accordance with the earnings provision of Schedule A, and (b) the Participant is actively employed on the last day of the Performance Period
(unless, during the Performance Period, he terminates employment due to death, Permanent and Total Disability, Retirement or there is a Change in Control). If the Performance Goals are not satisfied, those Performance Shares eligible to be earned
and vested during such Performance Period will be forfeited effective as of the last day of the Performance Period. 

5.    Termination of Service. Except as otherwise provided in Section 6 below in the case of a
Change in Control, all unvested Performance Shares will be forfeited effective as of the date of the Participant’s Termination of Service; provided, however, if the Participant incurs a Termination of Service due to death, Permanent and Total
Disability or Retirement, the Performance Shares for such Performance Period will be treated as earned and vested to the extent the Performance Goals for such Performance Periods are satisfied, as contemplated under Schedule A, effective as
of the last day of such Performance Period, in a pro rata manner based on the number of days in the Performance Period in which the Participant was an employee prior to Termination of Service. 

6.    Change in Control. Notwithstanding any other provision of this Agreement, the Performance
Shares shall be vested upon a Change in Control of the Company as provided in Section 11.1 of the Plan. 

7.    Form and Timing of Payment of Performance Shares. Payment of earned and vested Performance
Shares will be made as soon as practicable in the calendar year after the end of the applicable Performance Period. The Committee, in its sole discretion, may pay earned and vested Performance Shares in the form of cash, in Shares (which have an
aggregate Fair Market Value equal to the value of the earned and vested Performance Shares, determined as of the last day of the Performance Period) or a combination thereof. 

8.    Pass-Through of Dividends. Unless otherwise determined by the Committee in its sole discretion,
the Participant shall be entitled to receive all cash dividends which would have been paid with respect to the Performance Shares if they had been actual Shares, regardless of whether the Period of Restriction has lapsed. 

9.    Participant’s Representations. The Participant represents to the Company that: 

(a)    The terms and arrangements relating to the grant of Performance Shares and the offer thereof have
been arrived at or made through direct communication with the Company or a person acting in its behalf and the Participant; 

  
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 (b)    The Participant has received a balance sheet and
income statement of the Company and as an employee of the Company or one of its Affiliates: 
 (i)    is
thoroughly familiar with the Company’s business affairs and financial condition; and 
 (ii)    has
been provided with or has access to such information (and has such knowledge and experience in financial and business matters that the Participant is capable of utilizing such information) as is necessary to evaluate the risks, and make an informed
investment decision with respect to, the grant of Performance Shares. 
 10.    Nontransferability.
Performance Shares cannot be (a) sold, transferred, assigned, margined, encumbered, bequeathed, gifted, alienated, hypothecated, pledged or otherwise disposed of, whether by operation of law, whether voluntarily or involuntarily or otherwise,
or (b) subject to execution, attachment or similar process. Any attempted or purported transfer of Performance Shares in contravention of this Section or the Plan shall be null and void and of no force or effect whatsoever. 

11.    Issuance of Shares. Within a reasonable period of time following the end of the Period of
Restriction, the Company shall issue to the Participant or his beneficiary the number of Performance Shares specified in Section 1 of this Agreement, less any withholding required by Section 13 of this Agreement. 

12.    Restrictive Legend. In the event the Participant is an “affiliate” of the Company
(as defined by Rule 144 promulgated under the Securities Act of 1933, as amended), the Company may require that the shares to be issued to such Participant contain a legend in substantially the following form: 

“THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE IS AN “AFFILIATE” OF THE COMPANY (AS DEFINED BY RULE
144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED), AND THEREFORE, THE SHARES ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS.” 
 The Company shall issue such additional certificates as may be required to give
effect to Section 14 of this Agreement. 
 Notwithstanding the foregoing provisions of this Section, the Company shall not be required
to deliver any certificates for shares prior to: (a) the end of the Period of Restriction; (b) completing any registration or other qualification of the Shares, which the Company deems necessary or advisable under any federal or state law
or under the rulings or regulations of the 

  
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Securities and Exchange Commission or any other governmental regulatory body; and (c) obtaining any approval or other clearance from any federal or state governmental agency or body, which
the Company determines to be necessary or advisable. The Company has no obligation to obtain the fulfillment of the conditions specified in the preceding sentence. As a further condition to the issuance of certificates for shares, the Company may
require the making of any representation or warranty which the Company deems necessary or advisable under any applicable law or regulation. 

13.    Income and Employment Tax Withholding. The Participant shall be solely responsible for paying
to the Company all required federal, state, city and local income and employment taxes which arise on the vesting of the Performance Shares. The Committee, in its sole discretion and subject to such rules as it may adopt, shall require the
Participant to satisfy any withholding tax obligation by having the Company retain Performance Shares which have a Fair Market Value, determined as of the date of payment for such Performance Shares to the Participant, equal to the amount of the
minimum withholding tax to be satisfied by that retention. 
 14.    Mitigation of Excise Tax. The
Participant acknowledges that the Performance Shares issued hereunder is subject to reduction by the Committee for the reasons specified in Section 13.9 of the Plan. 

15.    Indemnity. The Participant hereby agrees to indemnify and hold harmless the Company and its
Affiliates (and their respective directors, officers and employees), and the Committee, from and against any and all losses, claims, damages, liabilities and expenses based upon or arising out of the incorrectness or alleged incorrectness of any
representation made by Participant to the Company or any failure on the part of the Participant to perform any agreements contained herein. The Participant hereby further agrees to release and hold harmless the Company and its Affiliates (and their
respective directors, officers and employees) from and against any tax liability, including without limitation, interest and penalties, incurred by the Participant in connection with the Participant’s participation in the Plan. 

16.    Financial Information. The Participant understands he or she is able to access the
Company’s most recent quarterly balance sheet and quarterly income statement by visiting the following internet address: http://www.snl.com/Irweblinkx/finl.aspx?iid=100750. 

17.    Changes in Shares. In the event of any change in the Shares, as described in Section 3.6
of the Plan, the Committee shall make appropriate adjustment or substitution in the number of Performance Shares, all as provided in the Plan. The Committee’s determination in this respect shall be final and binding upon all parties. 

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

(a)    Access to Confidential Information. The Participant understands, acknowledges and agrees that
during the course of his employment with the Company he has gained or shall gain information regarding, knowledge of and familiarity with the Confidential Information (as defined in subsection 18(c)) of the Company and any Affiliates and that if the
Confidential Information was disclosed by the Participant, the Company or Affiliate would suffer irreparable damage and harm. The Participant 

  
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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 Participant acknowledges and agrees that the Company and all Affiliates use reasonable means to maintain the secrecy and confidentiality of the Confidential Information. 

(b)    Non-Disclosure. At all times while the Participant is employed by the Company or any
Affiliate, and at all times thereafter, the Participant shall not (i) directly or indirectly disclose, provide or discuss any Confidential Information with or to any Person (as defined in subsection 18(d) other than those directors, officers,
employees, representatives and agents of the Company and any Affiliates 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 any Affiliates, or (B) for the Participant’s own benefit or for the benefit of any Person other than the Company or any Affiliate. 

(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 or any Affiliate that are confidential, proprietary or not
otherwise publicly available, in any event not without a breach of this Agreement, or (B) that the Company or any Affiliate has deemed confidential, proprietary or nonpublic; 

(ii)    trade secrets of the Company or any Affiliate, 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 Participant agrees that all Confidential Information is confidential and is and at all times shall remain the property of, as applicable, the Company
or any of the Affiliates. 
 (d)    Definition of Person. For purposes of this Agreement, the term
“Person” shall 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 Participant
covenants and agrees: 

  
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 (i)    to keep all Confidential Information subject to the
Company’s or any Affiliate’s custody and control and to promptly return to the Company or the appropriate Affiliate all Confidential Information that is still in the Participant’s possession or control at the termination of the
Participant’s employment with the Company; and 
 (ii)    promptly upon termination of the
Participant’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. 

19.    Non-Solicitation of Employees and Other Representatives. During the term of Participant’s
employment with Horizon Bank, N.A. (the “Bank”) and for twelve (12) months thereafter, (a) Participant will not directly or indirectly encourage, solicit, induce, or attempt to encourage, solicit, or induce any employee, agent,
contractor, or representative of the Bank to terminate his/her employment or contractual relationship with the Bank (or devote less than full time and efforts to the Bank’s business), and (b) Participant will not directly or indirectly
hire or attempt to hire: (i) for any competitive position with any competitor any person who is an employee, agent, contactor, or representative to the Bank at such time (or who has been an employee, agent, contractor, or representative of the
Bank at any time within the preceding 180 days) or (ii) for any position with any business any person who is an employee, agent, contractor, or representative of the Bank at such time (or who has been an employee, agent, contractor, or
representative of the Bank at any time within the preceding 180 days). 
 20.    Non-Solicitation of
Customers. During the term of Participant’s employment with the Bank and for twelve (12) months thereafter, Participant will not, in a competitive capacity, on behalf of any person or entity other than the Bank, directly or
indirectly: 
 (a)    solicit, divert (or attempt to solicit or divert) or accept competitive business
from any customer of the Bank with whom the Participant had contact (either directly or indirectly) or over which Participant had responsibility at any time in the one (1) year preceding Participant’s separation; 

(b)    solicit, divert (or attempt to solicit or divert) or accept any competitive business from any
customer of the Bank about whom Participant has obtained Confidential Information while employed by the Bank; 

(c)    solicit, divert (or attempt to solicit or divert) or accept competitive business from any identified
prospective customer of the Bank with whom Participant had contact (either directly or indirectly) or over which Participant had responsibility at any time in the one (1) year preceding Participant’s separation; or 

(d)    solicit, divert (or attempt to solicit or divert) or accept competitive business from any identified
prospective customer of the Bank about whom Participant has obtained Confidential Information. 

  
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 21.    Limited Covenant Not to Compete. 

(a)    During Participant’s employment by the Bank, Participant shall not, directly or indirectly,
have any ownership interest in, work for, advise, manage, act as an agent or consultant for, or have any business connection, or business or employment relationship, with any entity or person which competes with the Bank. 

(b)    Moreover, for a period of
             months after Participant’s separation from the Bank for any reason, Participant shall not: 

(i)    Within the Indiana counties of
             and the Michigan counties of             ; 

(ii)    Within forty (40) miles of any Bank branch in, or for which Participant performed services or
has been assigned responsibility, at any time within one (1) year preceding Participant’s separation; or 

(iii)    in the Indiana and/or Michigan cities or towns for which Participant has been assigned
responsibility, in writing, at any time within one (1) year preceding Participant’s separation; 
 directly or indirectly and in a competitive
capacity own, manage, finance, operate, control, or participate in ownership, management, or operation of, act as an agent, consultant, or be employed with, any business engaged in the marketing, sale, or servicing of any service or product: 

(1)    with which Participant was involved during Participant’s last year of employment with the
Bank; or 
 (2)    which the Bank is developing, marketing, selling, or servicing (or plans to develop,
market, sell, or service) and about which Participant gained any Confidential Information in the course of Participant’s employment with the Bank. 

(c)    For purposes of this Agreement, the term “competitive capacity” shall mean
(i) performing tasks or duties similar to those Participant performed in Participant’s last year of employment at the Bank for a competitor of the Bank; (ii) managing/supervising those who, for a competitor of the Bank, perform tasks
or duties similar to those which Participant performed in Participant’s last year of employment with the Bank; or (iii) performing, on behalf of a competitor of the Bank, tasks or duties in which Participant utilizes any Confidential
Information that Participant learned in the course of Participant’s employment with the Bank. 

22.    Periods of Noncompliance and Reasonableness of Periods. The restrictions and covenants
contained in Sections 19, 20, and 21 shall 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 19, 20 and 21. The Company and the Participant understand, acknowledge and agree that the restrictions 

  
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and covenants contained in Sections 18, 19, 20 and 21 are reasonable in view of the nature of the business in which the Company and the Affiliates are engaged, the Participant’s positions
with the Company and/or the Bank and the Participant’s advantageous knowledge of and familiarity with the business, operations, affairs and customers of the Company and the Affiliates, including but not limited to the Bank. 

The Company’s obligation to pay the amounts otherwise payable to the Participant pursuant to this Agreement shall immediately terminate
in the event that the Participant breaches any of the provisions of Sections 18, 19, 20 or 21. Notwithstanding the foregoing: 

(a)    the covenants of the Participant set forth in Sections 18, 19, 20 or 21 shall continue in full force
and effect and be binding upon the Participant; 
 (b)    the Company shall be entitled to the remedies
specified in Section 24; and 
 (c)    the Company shall be entitled to its damages, costs and
expenses (including, without limitation, reasonable attorneys’ fees and expenses) resulting from or relating to the Participant’s breach of any of the provisions of Sections 18, 19, 20 or 21. 

23.    Survival of Certain Provisions. Upon any termination of the Participant’s employment with
the Bank, the Participant and the Company hereby expressly agree that the provisions of Sections 18, 19, 20, 21, 22, 23 and 24 shall continue to be in full force and effect and binding upon the Participant and the Company in accordance with the
applicable respective provisions of such Sections. 
 24.    Remedies. The Participant agrees that
the Company or the Bank shall suffer irreparable damage and injury and shall not have an adequate remedy at law in the event of any actual, threatened or attempted breach by the Participant of any provision of Sections 18, 19, 20 or 21. Accordingly,
in the event of a breach or a threatened or attempted breach by the Participant of any provision of Sections 18, 19, 20 or 21, in addition to all other remedies to which the Company and the Bank are entitled at law, in equity or otherwise, the
Company and the Bank may be entitled to a temporary restraining order and a permanent injunction or a decree of specific performance of any provision of Sections 18, 19, 20 or 21. The foregoing remedies shall not be deemed to be the exclusive rights
or remedies of the Company or the Bank for any breach of or noncompliance with this Agreement by the Participant but shall be in addition to all other rights and remedies available to the Company or the Bank at law, in equity or otherwise. 

25.    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 shall not affect any other provision of this Agreement, but this Agreement shall 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 shall be determined by a court of competent jurisdiction to be unenforceable because of the
provision’s scope, duration or other factor, then such provision shall be considered divisible and the court making such determination shall 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 

  
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by law, and such provision shall then be enforceable against the appropriate party hereto in its reformed, reduced or limited form; provided, however, that a provision shall be enforceable in its
reformed, reduced or limited form only in the particular jurisdiction in which a court of competent jurisdiction makes such determination. 

26.    Effect of Headings. The descriptive headings of the Sections and, where applicable,
subsections, of this Agreement are inserted for convenience and identification only and do not constitute a part of this Agreement for purposes of interpretation. 

27.    Controlling Laws. Except to the extent superseded by the laws of the United States, the laws
of the State of Indiana, without reference to the choice of law principles thereof, shall be controlling in all matters relating to this Agreement. 

28.    Counterparts. This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which collectively shall constitute one and the same instrument. 
 IN WITNESS WHEREOF, the
Company, by its officer thereunder duly authorized, and the Participant, have caused this Performance Share Award Agreement to be executed as of the day and year first above written.  

 

							
	HORIZON BANCORP				PARTICIPANT
				
	By:		 				  


  

							
			
	ATTEST				
				
	By:		 				


  
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 SCHEDULE A 

PERFORMANCE GOALS AND EARNINGS LEVELS FOR PERFORMANCE PERIOD 

 

									
	 Performance Goal
	  	Weight	 	 Threshold

50% Payout
	  	 Target

100% Payout
	  	 Maximum

125% Payout

	 Return on Common Equity: The ROCE of the Company compared with the ROCE of the banks included in the SNL Bank Index.
	  	34%	 	50th to 74th Percentile	  	75th to 84th Percentile	  	Greater than 84th Percentile
	 Compounded Annual Growth Rate of Total Assets: The CAGR of total assets for the Company compared with the CAGR of total assets
for the banks included SNL Bank Index.
	  	33%	 	50th to 74th Percentile	  	75th to 84th Percentile	  	Greater than 84th Percentile
	 Return on Average Assets: The ROAA for the Company compared with the ROAA for the banks included in the SNL Bank Index.
	  	33%	 	50th to 74th Percentile	  	75th to 84th Percentile	  	Greater than 84th Percentile


  
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