EX-10.4






EXHIBIT 10.4




HORIZON BANCORP

2003 OMNIBUS EQUITY INCENTIVE PLAN




SECTION 1




PURPOSE AND DURATION




1.1. Establishment of the Plan. Horizon Bancorp, an Indiana corporation, hereby
establishes an equity-based incentive compensation plan to be known as the Horizon Bancorp 2003
Omnibus Equity Incentive Plan, set forth in this document. This Plan permits the grant of
Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock,
Performance Units and Performance Shares. This Plan and the grant of Awards hereunder are
expressly conditioned upon the Plan’s approval by the shareholders of the Company. The Plan is
adopted effective as of February 1, 2003; however, no Options may be exercised and no other Award
may be exercised or otherwise paid until the Plan has been approved by a majority of the Shares of
the Company represented at the shareholder’s meeting at which approval of the Plan is considered,
as specified in Section 10.2.



1.2. Purposes of the Plan. The purposes of this Plan are to further the growth and
financial success of the Company and its Affiliates by aligning the interests of the 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;
and to promote teamwork among Participants. The Plan is further intended 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.



SECTION 2




DEFINITIONS




For purposes of this Plan, the following words and phrases will have the following meanings unless
a different meaning is plainly required by the context:



2.1. “1934 Act” means the Securities Exchange Act of 1934, as amended. Reference to a
specific section of the 1934 Act or regulation thereunder includes such section or regulation, any
valid regulation promulgated under such section and any comparable provision of any future
legislation or regulation amending, supplementing or superseding such section or regulation.



2.2. “Affiliate” means any corporation or any other entity (including, but not limited to,
partnerships, limited liability companies, joint ventures and Subsidiaries) controlling, controlled
by or under common control with the Company.



2.3. “Affiliated SAR” means a SAR that is granted in connection with a related Option, and
that automatically will be deemed to be exercised at the same time that the related Option is
exercised.



2.4. “Award” means, individually or collectively, a grant under this Plan of Nonqualified
Stock Options, Incentive Stock Options, SARs, Restricted Stock, Performance Units or Performance
Shares.



2.5. “Award Agreement” means the written agreement which sets forth the terms and
provisions applicable to each Award granted under this Plan.



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2.6. “Beneficiary” means the person or persons designated by a Participant to receive the
benefits under this Plan, if any, which become payable as a result of the Participant’s death.



2.7. “Board” or “Board of Directors” means the Board of Directors of the Company serving at
the time that this Plan is approved by the shareholders of the Company or thereafter.



2.8. “Cashless Exercise” means, if there is a public market for the Shares, the payment of
the Exercise Price of Options (a) through a “same day sale” commitment from the Participant and an
NASD Dealer whereby the Participant irrevocably elects to exercise the Option and to sell a portion
of the Shares so purchased in order to pay the Exercise Price, and whereby the NASD Dealer
irrevocably commits upon receipt of such stock to forward the Exercise Price directly to the
Company, or (b) through a “margin” commitment from the Participant and an NASD Dealer whereby the
Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the
NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the
Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
forward the Exercise Price directly to the Company.



2.9. “Cause” means, for purposes of determining whether and when a Participant has incurred
a Termination of Service for Cause, any act or failure to act which permits the Company to
terminate the written agreement or arrangement between the Participant and the Company or an
Affiliate for “cause” as defined in such agreement or arrangement. In the event there is no such
agreement or arrangement or the agreement or arrangement does not define the term “cause,” then
“Cause” for purposes of this Plan will mean (i) the willful and continued failure of a Participant
to perform his required duties as an Employee or Non-employee Director of the Company or any
Subsidiary; (ii) any action by a Participant which involves willful misfeasance or gross
negligence; (iii) the requirement of or direction by a federal or state regulatory agency which has
jurisdiction over the Company or any Subsidiary to terminate the employment of a Participant; (iv)
the conviction of a Participant of the commission of any criminal offense which involves dishonesty
or breach of trust; or (v) any intentional breach by a Participant of a material term, condition or
covenant of any agreement between the Participant and the Company or any Subsidiary.



2.10. “Change in Control” will have the meaning assigned to such term in Section 12.2.



2.11. “Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific
section of the Code or regulation thereunder will include such section or regulation, any valid
regulation promulgated under such section, and any comparable provision of any future law,
legislation or regulation amending, supplementing or superseding such section or regulation.



2.12. “Committee” means the Compensation Committee of the Board, or such other committee
appointed by the Board pursuant to Section 3.1 to administer this Plan, serving on the date that
this Plan is approved by the shareholders of the Company or thereafter.



2.13. “Company” means Horizon Bancorp, an Indiana corporation and any successor thereto.
With respect to the definition of Performance Goals, the Committee, in its sole discretion, may
determine whether “Company” means Horizon Bancorp and its Subsidiaries on a consolidated basis.



2.14. “Covered Employee” means an Employee who is a covered employee as defined in Code
Section 162(m) (3).



2.15. “Director” means any individual who is a member of the Board of Directors of the
Company.



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2.16. “Disability” means a disability as determined for purposes of the Federal Social
Security Act which qualifies the Participant for permanent disability insurance payments in
accordance with such Act. Disability for purposes of the Plan will not include any disability
which is incurred while the Participant is on leave of absence because of military or similar
service and for which a governmental pension is payable.



2.17. “Effective Date” means February 1, 2003.



2.18. “Employee” means all employees of the Company or an Affiliate, whether such employees
are employed on the date that this Plan is adopted by the Board or become employed subsequent to
such approval.



2.19. “Exercise Price” means the price at which a Share may be purchased by a Participant
pursuant to the exercise of an Option.



2.20. “Fair Market Value” means the per share closing price for the Shares, as reported by
the NASDAQ Stock Market or by such other exchange or market on which the Shares are then listed or
regularly traded, determined as of the day on which the applicable Award is granted to a
Participant.



2.21. “Fiscal Year” means the annual accounting period of the Company.



2.22. “Freestanding SAR” means a SAR that is granted independently of any Option.



2.23. “Grant Date” means, with respect to any Award granted under this Plan, the date on
which the Award was granted by the Committee, regardless if the Award Agreement to which the Award
relates is executed subsequent to such date.



2.24. “Incentive Stock Option” means an Option granted under this Plan to purchase Shares
which is designated as an Incentive Stock Option and is intended to meet the requirements of Code
Section 422.



2.25. “NASD Dealer” means a broker-dealer who is a member of the National Association of
Securities Dealers, Inc.



2.26. “Non-employee Director” means any individual who is a member of the Board of
Directors and who is not an employee of the Company.



2.27. “Nonqualified Stock Option” means an Option granted under this Plan to purchase
Shares which is not an Incentive Stock Option.



2.28. “Option” means an Incentive Stock Option or a Nonqualified Stock Option.



2.29. “Option Period” means the period during which an Option will be exercisable in
accordance with the applicable Award Agreement and Section 6.



2.30. “Participant” means an Employee or Non-employee Director to whom an Award has been
granted.



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2.31. “Performance Goals” means, except as otherwise provided in Sections 8.4.2 and 9.3.2,
the goals determined by the Committee in its sole discretion to be applicable to a Participant with
respect to an Award. As determined by the Committee in its sole discretion, the Performance Goals
applicable to each Award granted under the Plan to a Participant who is not a Covered Employee,
will provide for a targeted level or levels of financial achievement with respect to one or more of
the following business criteria: (a) return on assets; (b) earnings before interest, taxes,
depreciation and amortization (EBITDA); (c) net income; (d) total shareholder return; (e) return on
equity; (f) Affiliate or division operating income; (g) pre- or after-tax income; (h) cash flow;
(i) cash flow per share; (j) earnings per share (basic or diluted); (k) return on invested capital;
(l) economic value added (or an equivalent metric); (m) share price performance; (n) improvement in
or attainment of expense levels; and (o) improvement in or attainment of working capital levels.
The Performance Goals may differ from Participant to Participant and from Award to Award. In the
case of a Participant who is a Covered Employee, as described in the preceding sentence, the
Performance Goal will be based on (i) return on equity; (ii) net income; (iii) return on assets or
(iv) a combination of two or more of these measures.



2.32. “Performance Period” means the period of time during which Performance Goals must be
achieved with respect to an Award, as determined by the Committee in its sole discretion.



2.33. “Performance Share” means an Award granted to a Participant pursuant to Section 9.



2.34. “Performance Unit” means an Award granted to a Participant pursuant to Section 9.



2.35. “Period of Restriction” means the period during which the transfer of Shares of
Restricted Stock is subject to restrictions and, therefore, the Shares are subject to a substantial
risk of forfeiture. As provided in Section 8, such restrictions may be based on the passage of
time, the achievement of specific target levels of performance (in the case of “performance-based
compensation” under Section 162(m) of the Code), or the occurrence of such other events as may be
determined by the Committee in its sole discretion.



2.36. “Plan” means the Horizon Bancorp 2003 Omnibus Equity Incentive Plan, as set forth in
this instrument and as hereafter amended from time to time.



2.37. “Restricted Stock” means an Award granted to a Participant pursuant to Section 8.



2.38. “Retirement” means, in the case of an Employee, the termination of employment by a
Participant on or after attaining age 65 for reasons other than Cause, death or Disability.



2.39. “Rule 16b-3” means Rule 16b-3 promulgated under the 1934 Act, and any future rule or
regulation amending, supplementing or superseding such rule.



2.40. “Section 16 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 Company.



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2.41. “Shares” means the whole shares of issued and outstanding regular voting common
stock, no par value, of the Company, whether presently or hereafter issued and outstanding, and any
other stock or securities resulting from adjustment thereof as provided in Section 4.6, or the
stock of any successor to the Company which is so designated for the purposes of the Plan.



2.42. “Stock Appreciation Right” or “SAR” means an Award, granted alone or in tandem with a
related Option, that is designated as a “SAR” pursuant to Section 7.



2.43. “Subsidiary” means a corporation, partnership or limited liability company, a
majority of the outstanding voting stock, general partnership interests or membership interests, as
the case may be, of which is owned or controlled, directly or indirectly, by the Company or by one
or more other Subsidiaries of the Company. For the purposes of this definition, “voting stock”
means stock having voting power for the election of directors, or trustees, as the case may be,
whether at all times or only so long as no senior class of stock has such voting power by reason of
any contingency. A Subsidiary includes any Subsidiary of the Company as of the Effective Date and
each corporation that becomes a Subsidiary of the Company after the Effective Date.



2.44. “Tandem SAR” means a SAR that is granted in tandem with a related Option, the
exercise of which will require forfeiture of the right to exercise such Option and to purchase an
equal number of Shares under the related Option; and, when a Share is purchased pursuant to the
exercise of such Option, the SAR will be forfeited to the same extent.



2.45. “Termination of Service” in the case of an Employee, means the occurrence of any act
or event or any failure to act, whether pursuant to an employment agreement or otherwise, that
actually or effectively causes or results in a Participant ceasing, for whatever reason, to be an
Employee of the Company or an Affiliate, including, but not limited to, death, Disability,
Retirement, termination by the Company or an Affiliate of the Participant’s employment with the
Company or an Affiliate (whether with or without Cause) and voluntary resignation or termination by
the Participant of his or her employment with the Company or an Affiliate. A Termination of
Service will also occur with respect to an Employee who is employed by an Affiliate if the
Affiliate ceases to be an Affiliate of the Company and the Participant does not immediately
thereafter become an Employee of the Company or another Affiliate. For purposes of this Plan,
transfers or changes of employment of a Participant between the Company and an Affiliate (or
between Affiliates) will not be deemed a Termination of Service. “Termination of Service” in the
case of a Non-employee Director means the failure to be reelected to the Board of Directors or
resignation or removal from the Board.



SECTION 3




ADMINISTRATION




3.1. The Committee. This Plan will be administered by the Committee. The decision
or action of a majority of the actual number of members of the Committee will constitute the
decision or action of the Committee. The Committee will consist of not less than three Directors.
The members of the Committee will be appointed from time to time by, and will serve at the pleasure
of, the Board of Directors. It is intended that the Committee be comprised solely of Directors who
both are (a) “Non-employee Directors” under Rule 16b-3, and (b) “outside directors” as described in
Treasury Regulation Section 1.162-27(e)(3). Failure of the Committee to be so comprised will not
result in the cancellation, termination, expiration or lapse of any Award.



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3.2. Authority of the Committee. Except as limited by law or by the Articles of
Incorporation or By-Laws of the Company, and subject to the provisions of this Plan, the Committee
will have full power and discretion to: (a) select Employees and Non-employee Directors who will
participate in the Plan; (b) determine the sizes and types of Awards; (c) determine the terms and
conditions of Awards in a manner consistent with this Plan; (d) construe and interpret this Plan,
all Award Agreements and any other agreements or instruments entered into under this Plan;
(e) establish, amend or waive rules and regulations for the Plan’s administration; and (f) amend
the terms and conditions of any outstanding Award and applicable Award Agreement to the extent such
terms and conditions are within the discretion of the Committee as provided in this Plan. Further,
the Committee will make all other determinations which may be necessary or advisable for the
administration of this Plan. Each Award will be evidenced by a written Award Agreement between the
Company and the Participant and will contain terms and conditions established by the Committee
consistent with the provisions of this Plan. Any notice or document required to be given to or
filed with the Committee will be properly given or filed if hand delivered (and a delivery receipt
is received) or mailed by certified mail, return receipt requested, postage paid, to the Committee
at 515 Franklin Square, Michigan City, Indiana 46360.



3.3. Delegation by the Committee. The Committee, in its sole discretion and on
such terms and conditions as it may provide, may delegate all or any part of its authority and
powers under this Plan to one or more Directors or officers of the Company; provided, however, that
the Committee may not delegate its authority and powers (a) with respect to grants to Section 16
Persons, or (b) in any way which would jeopardize this Plan’s qualification under Code Section
162(m) or Rule 16b-3.



3.4. Decisions Binding. All determinations and decisions made by the Committee,
the Board and any delegate of the Committee pursuant to Section 3.3 will be final, conclusive and
binding on all persons, including the Company and Participants. No such determinations will be
subject to de novo review if challenged in court.



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SECTION 4




SHARES SUBJECT TO THIS PLAN




4.1. Number of Shares. 





4.1.1. Maximum Number. Subject to adjustment as provided in Section 4.6,
the maximum number of Shares cumulatively available for issuance under this Plan pursuant to
the: (a) exercise of Options; (b) grant of Affiliated, Freestanding and Tandem SARs; (c)
grant of Shares of Restricted Stock; and (d) payment of Performance Units and Performance
Shares, will not exceed One Hundred Thousand (100,000) Shares, plus (i) any Shares which are
the subject of options but are not issued under the 1997 Key Employees’ Stock Option and
Stock Appreciation Rights Plan of the Company, that are not thereafter issued and would
otherwise have been available under that plan; (ii) shares under that plan that are
forfeited, cancelled or expire unexercised; (iii) Shares tendered (actually or by
attestation) to the Company in connection with the exercise of Options; (iv) Shares
purchased by the Company in the open market or otherwise using the cash proceeds upon the
exercise of Options; (v) Shares settled hereunder in cash; (vi) Shares withheld pursuant to
Section 11; and (vii) the number of Shares equal to the value, as determined by the
Committee in its sole discretion, of the income tax deductions recognized by the Company in
connection with the exercise of Non-Qualified Stock Options and disqualifying dispositions
of Shares acquired on the exercise of Incentive Stock Options, determined as of the date on
which the Company’s federal income tax return is filed less the total number of Shares
previously issued under this Plan, and less the total number of Shares then subject to
outstanding Options or other Awards.




4.1.2. Limits Based on Award Type. In calculating the number of Shares
available for issuance under this Plan, (a) no more than One Hundred Thousand (100,000)
Shares will be cumulatively available for the grant of Incentive Stock Options under this
Plan, (b) no more than Fifty Thousand (50,000) Shares will be available for the grant of
non-Option Awards, (c) during any Fiscal Year, no Participant will be granted an Award for
more than One Hundred Thousand (100,000) Shares, and (d) no Participant will receive
Performance Units under Section 9 having an initial value greater than One Million Dollars
($1,000,000). Shares issued under this Plan may be either authorized but unissued Shares,
treasury Shares or reacquired Shares (including Shares purchased in the open market), or any
combination thereof, as the Committee may from time to time determine in its sole
discretion.




4.1.3. Forfeited and Unpurchased Shares. Shares covered by an Award that are
forfeited or that remain unpurchased or undistributed upon termination or expiration of the
Award may be made the subject of further Awards to the same or other Participants. If the
exercise price of any Option is satisfied by tendering Shares (by either actual delivery or
attestation), only the number of Shares actually issued, net of the Shares tendered, will be
deemed issued for purposes of determining the number of Shares available for grants under
this Plan. Additionally, if Shares are withheld pursuant to Section 11.2, only the number
of Shares actually issued, net of the Shares withheld, will be deemed issued for purposes of
determining the number of Shares available for grants under this Plan.



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4.2. Release of Shares. Subject to the limitations set forth in this Plan, the
Committee will have full authority to determine the number of Shares available for Awards and, in
its sole discretion, may include (without limitation) as available for distribution (a) any Shares
that have ceased to be subject to an Award; (b) any Shares subject to an Award that have been
previously forfeited; (c) any Shares under an Award that otherwise terminates without the issuance
of Shares being made to a Participant; (d) any Shares that are received by the Company in
connection with the exercise of an Award, including the satisfaction of any tax liability or tax
withholding obligation; or (e) any Shares repurchased by the Company in the open market or
otherwise, having an aggregate repurchase price no greater than the amount of cash proceeds
received by the Company from the exercise of Options granted under this Plan. Any Shares that are
available immediately prior to the termination of the Plan, or any Shares returned to the Company
for any reason subsequent to the termination of the Plan, may be transferred to a successor plan.



4.3. Restrictions on Shares. Shares issued upon exercise of an Award will be
subject to the terms and conditions specified herein and to such other terms, conditions and
restrictions as the Committee in its sole discretion may determine and provide in the Award
Agreement. The Company will not be required to issue or deliver any certificates for Shares, cash
or other property prior to the (a) listing of such Shares on any stock exchange (or other public
market) on which the Shares may then be listed (or regularly traded), and (b) completion of any
registration or qualification of such shares under federal, state, local or other law, or any
ruling or regulation of any government body which the Committee determines to be necessary or
advisable. The Company may cause any certificate for any Shares to be delivered hereunder to be
properly marked with a legend or other notation reflecting the limitations on transfer of such
Shares as provided in this Plan or as the Committee may otherwise require. Participants, or any
other persons entitled to benefits under this Plan, must furnish to the Committee such documents,
evidence, data or other information as the Committee considers necessary or desirable for the
purpose of administering this Plan. The benefits under this Plan for each Participant, and each
other person who is entitled to benefits hereunder, are to be provided on the condition that he
furnish full, true and complete data, evidence or other information, and that he promptly signs any
document reasonably related to the administration of this Plan requested by the Committee. No
fractional Shares will be issued under this Plan; rather, fractional shares will be aggregated and
then rounded to the next lower whole Share.



4.4. Shareholder Rights. Except with respect to Restricted Stock as provided in
Section 8 and dividend rights as provided in Section 4.5, no person will have any rights of a
shareholder (including, but not limited to, voting rights) as to Shares subject to an Award until,
after proper exercise or vesting of the Award or other action as may be required by the Committee
in its sole discretion, such Shares have been recorded on the Company’s official shareholder
records (or the records of its transfer agents or registrars) as having been issued and transferred
to the Participant. Upon exercise of the Award or any portion thereof, the Company will have a
reasonable period in which to issue and transfer the Shares to the Participant, and the Participant
will not be treated as a shareholder for any purpose whatsoever prior to such issuance and
transfer. No payment or adjustment will be made for rights for which the record date is prior to
the date such Shares are recorded as issued and transferred in the Company’s official shareholder
records (or the records of its transfer agents or registrars), except as otherwise provided herein
or in an Award Agreement.



4.5. Dividends and Dividend Equivalents. The Committee may provide that Awards
denominated in Shares earn dividends or dividend equivalents. Such dividend equivalents may be
paid currently in cash or Shares or may be credited to an account established by the Committee in
the Participant’s name. In addition, dividends or dividend equivalents paid on outstanding Awards
or issued Shares may be credited to such account rather than paid currently. Any crediting of
dividends or dividend equivalents may be subject to such restrictions and conditions as the
Committee may establish, including reinvestment in additional Shares or Share equivalents.



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4.6. Changes in Stock.





4.6.1. Substitution of Stock and Assumption of Plan. In the event of any
change in the Shares by virtue of any stock dividends, stock splits, recapitalizations or
reclassifications or any acquisition, merger, consolidation, share exchange, tender offer or
other combination involving the Company that does not constitute a Change in Control but
that results in the acquisition of a Subsidiary by the Company, or in the event that other
stock is substituted for the Shares as the result of any merger, consolidation, share
exchange or reorganization or any similar transaction which constitutes a Change in Control
of the Company, the Committee will correspondingly adjust the (a) number, kind and class of
Shares which may be delivered under this Plan, (b) number, kind, class and price of Shares
subject to outstanding Awards (except for mergers or other combinations in which the Company
is the surviving entity), and (c) numerical limits of Sections 4.1, 6.1, 7.1, 8.1 and 9.1,
all in such manner as the Committee in its sole discretion determines to be advisable or
appropriate to prevent the dilution or diminution of such Awards; provided, however, in no
event will the One Hundred Thousand Dollar ($100,000) limit on Incentive Stock Options
contained in Section 6.1 be affected by an adjustment under this Section 4.6.1. The
Committee’s determinations under this Section 4.6.1 will be final and conclusive.




4.6.2. Conversion of Shares. In the event of a Change in Control of the
Company pursuant to which another person or entity acquires control of the Company (such
other person or entity being the “Successor”), the kind of shares of stock which are subject
to this Plan and to each outstanding Award will, automatically by virtue of such Change in
Control, be converted into and replaced by securities of the Successor, having full voting,
dividend, distribution, preference and liquidation rights, and the number of shares subject
to an Award, the calculation of an Award’s value and the purchase price per share upon
exercise of the Award will be correspondingly adjusted so that, by virtue of such Change in
Control of the Company, each Participant will (a) in the case of Options, have the right to
purchase (i) that number of shares of stock of the Successor which have a Fair Market Value,
as of the date of such Change in Control of the Company, equal to the Fair Market Value, as
of the date of such Change in Control of the Company, of the Shares of the Company
theretofore subject to each Option, and (ii) for a purchase price per share which, when
multiplied by the number of shares of stock of the Successor subject to each Option, will
equal the aggregate exercise price at which the Participant could have acquired all of the
Shares previously optioned to the Participant; and (b) in the case of Awards other than
Options, Performance Shares and Performance Units, have the right to receive that number of
shares of stock of the Successor which have a Fair Market Value, as of the date of such
Change in Control of the Company, equal to the Fair Market Value, as of the date of the
Change in Control of the Company, of the Shares of the Company to which each Award relates.
The Committee, in its sole discretion, will determine the method by which Awards of
Performance Shares and Performance Units will be adjusted due to a Change in Control of the
Company. Shares issued in connection with the Awards that are assumed, converted or
substituted under this Section 4.6.2 will not reduce the number of Shares reserved for
issuance under Section 4.1.



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SECTION 5




ELIGIBILITY




5.1. Eligibility. Except as herein provided, the individuals who are eligible to
participate in this Plan and be granted Awards are those individuals who are Employees of the
Company or any Affiliate and Non-employee Directors of the Company. The Committee may, from time
to time and in its sole discretion, select Employees and Non-employee Directors of the Company to
be granted Awards and will determine the terms and conditions with respect thereto. In making any
such selection and in determining the form of the Award, the Committee may give consideration to
the functions and responsibilities of the Employees or Non-employee Director to the Company or its
Affiliates, the value of the Employee or Non-employee Director’s services (past, present and
future) to the Company or its Affiliates and such other factors deemed relevant by the Committee in
its sole discretion. An Employee or Non-employee Director will become a Participant in this Plan
as of the date specified by the Committee. A Participant can be removed as an active Participant
by the Committee effective as of any date; provided, however, that no such removal will adversely
affect any Award previously granted to the Participant.



5.2. No Contract of Employment. Neither this Plan nor any Award Agreement executed
hereunder will constitute a contract of employment between an Employee and the Company or an
Affiliate, and participation in this Plan will not give an Employee the right to be rehired by or
retained in the employment of the Company or an Affiliate.



5.3. No Right to Be Retained on Board. Neither this Plan nor any Award Agreement
executed hereunder will give any Director the right to be retained, nominated or re-elected as a
Director.



SECTION 6




STOCK OPTIONS




6.1. Grant of Options. Subject to the terms and provisions of this Plan, the
Committee, at any time and from time to time, may grant Options to any Employee or Non-employee
Director in such amounts as the Committee, in its sole discretion, may determine. The Committee
may grant Incentive Stock Options, Nonqualified Stock Options or any combination thereof; provided,
however, Non-employee Directors may not be granted Incentive Stock Options. Subject to the terms
and provisions of this Plan, the Committee, in its sole discretion, will determine the number of
Shares subject to each Option; provided, however, no Participant may be granted Incentive Stock
Options under this Plan which would result in Shares with an aggregate Fair Market Value (measured
on the Grant Date(s)) of more than One Hundred Thousand Dollars ($100,000) first becoming
exercisable in any one calendar year.



6.2. Option Award Agreement. Each Option will be evidenced by an Award Agreement
that will specify the Exercise Price, the number of Shares to which the Option pertains, the Option
Period, any conditions to exercise of the Option and such other terms and conditions as the
Committee, in its sole discretion, determines. The Award Agreement will also specify whether the
Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option. All grants of
Options intended to constitute Incentive Stock Options will be made in accordance, and all Award
Agreements pursuant to which Incentive Stock Options are granted will comply, with the requirements
of Code Section 422.



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6.3. Exercise Price. The Exercise Price for each Option will be determined by the
Committee under this Section 6.3; provided, however, except for adjustments provided for in Section
4.6, under no circumstances will the Exercise Price of any Option be reduced or any Option be
cancelled and reissued without the approval of the Shareholders of the Company.



6.3.1. Nonqualified Stock Options. In the case of a Nonqualified Stock Option, the
Exercise Price per Share will be determined by the Committee; provided, however, in no event will
the Exercise Price be less than 100 percent of the Fair Market Value of the Shares to which the
Nonqualified Stock Option relates, determined as of the Grant Date.



6.3.2. Incentive Stock Options. In the case of an Incentive Stock Option, the
Exercise Price will be not less than 100 percent of the Fair Market Value of the Shares to which
the Incentive Stock Option relates determined as of the Grant Date; provided, however, that if, on
the Grant Date, the Participant (together with persons whose stock ownership is attributed to the
Participant pursuant to Code Section 424(d)) owns securities possessing more than 10 percent of the
total combined voting power of all classes of stock of the Company or any of its Subsidiaries, the
Exercise Price will be not less than 110 percent of the Fair Market Value of the Shares to which
the Incentive Stock Option relates, determined as of the Grant Date.



6.3.3. Substitute Options. Notwithstanding the provisions of Sections 6.3.1 and
6.3.2, in the event that the Company or an Affiliate consummates a transaction described in Code
Section 424(a) (e.g., the acquisition of property or stock from an unrelated corporation),
individuals who become Employees on account of such transaction may be granted Options in
substitution for options granted by such former employer. If such substitute Options are granted,
the Committee, in its sole discretion and consistent with Code Section 424(a), may determine that
such substitute Options will have an Exercise Price of less than 100 percent of the Fair Market
Value of the Shares to which the Options relate determined as of their respective Grant Dates. In
carrying out the provisions of this Section 6.3.3, the Committee will apply the principles
contained in Section 4.6.



6.4. Duration of Options. Subject to the terms and provisions of Sections 10 and
12, the Option Period with respect to each Option will commence and expire at such times as the
Committee provides in the Award Agreement, provided that:




	 	(a)	 	Incentive and Nonqualified Stock Options will not be exercisable later than the
tenth anniversary of their respective Grant Dates;
	 
	 	(b)	 	Incentive Stock Options granted to an Employee who possesses more than 10
percent of the total combined voting power of all classes of Shares of the Company,
taking into account the attribution rules of Code Section 422(d), will not be
exercisable later than the fifth anniversary of their Grant Date(s); and
	 
	 	(c)	 	Subject to the limits of this Section 6, the Committee may, in its sole
discretion, after an Option is granted, extend the maximum term of the Option.





6.5. Exercisability of Options. Subject to the provisions of Section 12 and this
Section 6, all Options granted under this Plan will be exercisable at such times, under such terms
and subject to such restrictions and conditions as the Committee determines in its sole discretion
and as specified in the Award Agreements to which the Options relate. After an Option is granted,
the Committee, in its sole discretion, may accelerate the exercisability of the Option.



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6.6. Method of Exercise. Subject to the provisions of this Section 6 and the
applicable Award Agreement, a Participant may exercise an Option, in whole or in part, at any time
during the Option Period to which the Option relates by giving written notice to the Company of
exercise on a form provided by the Committee (if available). Such notice will specify the number
of Shares subject to the Option to be purchased and will be accompanied by payment in full of the
total Exercise Price by cash or check or such other form of payment as the Company may accept. If
permitted by the applicable Award Agreement, payment in full or in part may also be made by:




	 	(a)	 	Delivering Shares already owned by the Participant for more than six months, or
such lesser period of time that may be permitted by the Committee, that have a total
Fair Market Value on the date of such delivery equal to the total Exercise Price;
	 
	 	(b)	 	The delivery of cash by a broker-dealer as a Cashless Exercise, if permitted by
the Committee and the applicable Award Agreement; or
	 
	 	(c)	 	Any combination of the foregoing.





If payment of the Exercise Price of an Option is made in whole or in part in the form of Restricted
Stock, a number of the Shares to be received upon such exercise equal to the number of shares of
Restricted Stock used for payment of the Exercise Price will be subject to the same forfeiture
restrictions or deferral limitations to which the Restricted Stock was subject, unless otherwise
determined by the Committee in its sole discretion.


No Shares will be issued until full payment therefor has been made. Subject to any forfeiture
restrictions or deferral limitations that may apply if an Option is exercised using Restricted
Stock, a Participant will have all of the rights of a shareholder of the Company holding the class
of Shares subject to the Option (including, if applicable, the right to vote the Shares) when the
Participant has given written notice of exercise, has paid the total Exercise Price, and such
Shares have been recorded on the Company’s official shareholder records (or the records of its
transfer agents or registrars) as having been issued and transferred to the Participant.



6.7. Restrictions on Share Transferability. In addition to the restrictions
imposed by Section 14.7, the Committee may impose such restrictions on any Shares acquired pursuant
to the exercise of an Option as it may deem advisable or appropriate in its sole discretion,
including, but not limited to, restrictions related to applicable Federal and state securities laws
and the requirements of any national securities exchange or market on which Shares are then listed
or traded.



6.8. Termination by Reason of Death, Disability or Retirement. Unless otherwise
provided in the Award Agreement or determined by the Committee in its sole discretion, if a
Participant incurs a Termination of Service due to death, Disability or Retirement, any unexpired
and unexercised Options held by such Participant will thereafter be fully exercisable until the
expiration of the Option Period.



6.9. Other Termination. Unless otherwise provided in the Award Agreement or
determined by the Committee in its sole discretion, if a Participant incurs a Termination of
Service that is involuntary on the part of the Participant (but is not due to death or Disability
and is not with Cause) or is voluntary on the part of the Participant (but is not due to
Retirement), any Options held by such Participant will terminate on the Termination of Service,
except that such Options, to the extent exercisable at the time of Termination of Service, may be
exercised until the expiration of the shorter of the following two periods: (a) the thirty
consecutive day period commencing on the date of Termination of Service, or (b) the date on which
the Option Period expires. If a Participant incurs a Termination of Service which is with Cause,
all of his Options, whether or not exercisable, will terminate immediately as of the date of such
Termination of Service.



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6.10. Special Provision for Incentive Stock Options. Notwithstanding any other
provision of this Plan to the contrary, an Incentive Stock Option will not be exercisable more than
(a) three months after the Participant’s Termination of Service for any reason other than
Disability, or (b) one year after the Participant’s Termination of Service by reason of Disability.



SECTION 7




STOCK APPRECIATION RIGHTS




7.1. Grant of SARs. Subject to the terms and conditions of this Plan, the
Committee, at any time and from time to time, may grant SARs to any Employee or Non-employee
Director in such amounts as the Committee, in its sole discretion, determines. The Committee, in
its sole discretion, may grant Affiliated SARs, Freestanding SARs, Tandem SARs or any combination
thereof.



7.1.1. Number of Shares. Subject to the limitations of Section 4, the Committee
will have complete discretion to determine the number of SARs granted to any Participant.



7.1.2. Exercise Price and Other Terms. The Committee, subject to the provisions of
this Plan, will have complete discretion to determine the terms and conditions of SARs granted
under this Plan; provided, however, the Exercise Price of a Freestanding SAR will be not less than
100 percent of the Fair Market Value of a Share on the Grant Date and the Exercise Price of Tandem
or Affiliated SARs will be equal to the Exercise Price of the Option to which such SAR relates.



7.2. Exercise of Tandem SARs. Tandem SARs may be exercised with respect to all or
part of the Shares subject to the related Option upon the surrender of the right to exercise the
equivalent portion of the related Option. A Tandem SAR may be exercised only with respect to the
Shares to which its related Option is then exercisable. With respect to a Tandem SAR granted in
connection with an Incentive Stock Option, the following requirements will apply: (a) the Tandem
SAR will expire not later than the date on which the underlying Incentive Stock Option expires; (b)
the value of the payout with respect to the Tandem SAR will be no more than 100 percent of the
difference between the Exercise Price of the underlying Incentive Stock Option and 100 percent of
the Fair Market Value of the Shares subject to the underlying Incentive Stock Option at the time
the Tandem SAR is exercised; and (c) the Tandem SAR will be exercisable only when the Fair Market
Value of the Shares subject to the Incentive Stock Option to which the Tandem SAR relates exceeds
the Exercise Price of the Incentive Stock Option.



7.3. Exercise of Affiliated SARs. An Affiliated SAR will be deemed to be exercised
upon the exercise of the Option to which the Affiliated SAR relates. The deemed exercise of an
Affiliated SAR will not reduce the number of Shares subject to the related Option.



7.4. Exercise of Freestanding SARs. Freestanding SARs will be exercisable on such
terms and conditions as the Committee, in its sole discretion, specifies in the applicable Award
Agreement.



7.5. SAR Award Agreement. Each SAR will be evidenced by an Award Agreement that
specifies the exercise price, the expiration date of the SAR, the number of SARs, any conditions on
the exercise of the SAR and such other terms and conditions as the Committee, in its sole
discretion, determines. The Award Agreement will also specify whether the SAR is an Affiliated
SAR, Freestanding SAR, Tandem SAR or a combination thereof.



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7.6. Expiration of SARs. Each SAR granted under this Plan will expire upon the
date determined by the Committee, in its sole discretion, as set forth in the applicable Award
Agreement; provided, however, that no SAR will be exercisable later than the tenth anniversary of
its Grant Date. Notwithstanding the foregoing, the terms and provisions of Section 6.4 will also
apply to Affiliated and Tandem SARs.



7.7. Payment of SAR Amount. Upon exercise of a SAR, a Participant will be entitled
to receive payment from the Company in an amount determined by multiplying:




	 	(a)	 	The positive difference between the Fair Market Value of a Share on the date of
exercise and the exercise price; by
	 
	 	(b)	 	The number of Shares with respect to which the SAR is exercised.





At the sole discretion of the Committee, the payment may be in cash, in Shares which have a Fair
Market Value equal to the cash payment calculated under this Section 7.7, or in a combination of
cash and Shares.



7.8. Termination of SAR. An Affiliated or Tandem SAR will terminate at such time
as the Option to which such SAR relates terminates. A Freestanding SAR will terminate at the time
provided in the applicable Award Agreement.



SECTION 8




RESTRICTED STOCK




8.1. Grant of Restricted Stock. Subject to the terms and provisions of this Plan,
the Committee, at any time and from time to time, may grant Shares of Restricted Stock to any
Employee or Non-employee Director in such amounts as the Committee, in its sole discretion,
determines. Subject to the limitations of Section 4, the Committee, in its sole discretion, will
determine the number of Shares of Restricted Stock to be granted to each Participant.



8.2. Restricted Stock Award Agreement. Each Award of Restricted Stock will be
evidenced by an Award Agreement that specifies the Period of Restriction, the number of Shares
granted and such other terms and conditions as the Committee, in its sole discretion, determines.
Unless the Committee in its sole discretion determines otherwise, Shares of Restricted Stock will
be held by the Company, and will not be delivered to any Participant until the end of the
applicable Period of Restriction.



8.3. Transferability. Except as provided in Section 6.6, Section 14.7, and this
Section 8, Shares of Restricted Stock may not be sold, transferred, assigned, margined, encumbered,
gifted, bequeathed, alienated, hypothecated, pledged or otherwise disposed of, whether by operation
of law, whether voluntarily or involuntarily or otherwise, until the end of the applicable Period
of Restriction.



8.4. Other Restrictions. The Committee, in its sole discretion, may impose such
other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate in
accordance with this Section 8.



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8.4.1. General Restrictions. The Committee may impose restrictions on
Restricted Stock based upon any of the following criteria: (a) the achievement of specific
Company-wide, Affiliate-based, Subsidiary-based, divisional, individual Participant or other
Performance Goals, (b) applicable Federal or state securities laws, or (c) any other basis
determined by the Committee in its sole discretion; provided, however, except for (i) Awards
of deferred Shares received in lieu of other Awards, (ii) Awards made to Employees to replace
their awards from a prior employer that were forfeited upon the acquisition of the prior
employer by the Company, and (iii) the Participant’s death, Retirement or Disability, the
required period of service for full vesting will be not less than three years.




8.4.2. Section 162(m) Performance Restrictions. Notwithstanding any other
provision of this Section 8.4.2 to the contrary, for purposes of qualifying grants of
Restricted Stock as “performance-based compensation” to Covered Employees under Code Section
162(m), the Committee will establish restrictions based upon the achievement of Performance
Goals. The specific targets under the Performance Goals that must be satisfied for the Period
of Restriction to lapse or terminate will be set by the Committee on or before the latest date
permissible to enable the Restricted Stock to qualify as “performance-based compensation”
under Code Section 162(m). The business criteria for Performance Goals for a Covered Employee
under this Section 8.4.2 will be (i) return on equity; (ii) net income; (iii) return on assets
or (iv) a combination of two or more of these measures. In granting Restricted Stock that is
intended to qualify under Code Section 162(m), the Committee will follow any procedures
determined by it in its sole discretion from time to time to be necessary, advisable or
appropriate to ensure qualification of the Restricted Stock under Code Section 162(m).




8.4.3. Legend on Certificates. The Committee, in its sole discretion, may
require the placement of a legend on certificates representing Shares of Restricted Stock to
give appropriate notice of such restrictions. For example, the Committee may determine that
some or all certificates representing Shares of Restricted Stock will bear the following
legend:




“THE SALE, PLEDGE OR OTHER TRANSFER OF THE SHARES OF STOCK
REPRESENTED BY THIS CERTIFICATE, WHETHER VOLUNTARY, INVOLUNTARY OR
BY OPERATION OF LAW, IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER
UNDER FEDERAL AND STATE SECURITIES LAWS AND UNDER THE HORIZON
BANCORP 2003 OMNIBUS EQUITY INCENTIVE PLAN, AS SET FORTH IN AN AWARD
AGREEMENT EXECUTED THEREUNDER. A COPY OF SUCH PLAN AND SUCH AWARD
AGREEMENT MAY BE OBTAINED FROM THE CORPORATE SECRETARY OF HORIZON
BANCORP.”



8.5. Removal of Restrictions. Except as otherwise provided in this Section 8,
Shares of Restricted Stock covered by each Restricted Stock grant made under this Plan will be
released to a Participant as soon as practicable after the end of the applicable Period of
Restriction. Except in the case of grants of Restricted Stock to Covered Employees which are
intended to qualify as “performance-based compensation” under Code Section 162(m) (the vesting of
which cannot be accelerated except as provided in Section 12.1), the Committee, in its sole
discretion, may accelerate the time at which any restrictions will lapse or remove any
restrictions. After the end of the applicable Period of Restriction, the Participant will be
entitled to have any restrictive legend or legends placed on the Shares under Section 8.4.3 removed
from his or her Share certificate.



126









 





8.6. Voting Rights. During the Period of Restriction, Participants holding Shares
of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares,
unless the applicable Award Agreement provides otherwise.



8.7. Return of Restricted Stock to Company. On the date set forth in the
applicable Award Agreement, the Restricted Stock for which restrictions have not lapsed by the last
day of the Period of Restriction will revert to the Company and thereafter will be available for
the grant of new Awards under this Plan.



8.8. Termination of Service. Unless otherwise provided in an Award Agreement or
determined by the Committee in its sole discretion, in the event of a Participant’s Termination of
Service due to death, Disability or Retirement during the Period of Restriction, the restrictions
on his Shares of Restricted Stock will lapse and the Participant (or his or her Beneficiary) will,
on the date of such Termination of Service, be fully vested in the Restricted Stock. Unless
otherwise provided in an Award Agreement or this Plan, in the event of a Participant’s Termination
of Service for any reason during the Period of Restriction other than a Termination of Service due
to death, Disability or Retirement, all Shares of Restricted Stock still subject to restriction
will be forfeited by the Participant and thereafter be available for the grant of new Awards under
this Plan; provided, however, that the Committee will have the sole discretion to waive, in whole
or in part, subject to the restrictions of Section 8.4.1, any or all remaining restrictions with
respect to any or all of such Participant’s Shares of Restricted Stock. Notwithstanding any other
provision of this Section 8 to the contrary, in the case of grants of Restricted Stock to Covered
Employees that the Committee intends to qualify as “performance-based compensation” under Code
Section 162(m) (the vesting of which cannot be accelerated, except as provided in Section 12.1), no
shares of Restricted Stock will become vested unless the applicable Performance Goals have first
been met; provided, further, that the Committee will not waive any restrictions with respect to
such Restricted Stock. If the vesting of shares of Restricted Stock is accelerated after the
applicable Performance Goals have been met, the amount of Restricted Stock distributed will be
discounted by the Committee to reasonably reflect the time value of money in connection with such
early vesting.



SECTION 9




PERFORMANCE UNITS AND PERFORMANCE SHARES




9.1. Grant of Performance Units/Shares. Subject to the terms and provisions of
this Plan, the Committee, at any time and from time to time, may grant Performance Units or
Performance Shares to any Employee or Non-employee Director in such amounts as the Committee, in
its sole discretion, determines. Subject to the limitations of Section 4, the Committee will have
complete discretion in determining the number of Performance Units or Performance Shares granted to
each Participant.



9.2. Value of Performance Units/Shares. Each Performance Unit will have an initial
value that is established by the Committee on or before the Grant Date. Each Performance Share
will have an initial value equal to the Fair Market Value of a Share on the Grant Date.



9.3. Performance Objectives and Other Terms. The Committee will set performance
objectives in its sole discretion which, depending on the extent to which they are met, will
determine the number or value of Performance Units or Performance Shares, or both, that will be
paid to the Participant. Each Award of Performance Units or Performance Shares will be evidenced
by an Award Agreement that specifies the number of Performance Units or Performance Shares, the
Performance Period, the performance objectives and such other terms and conditions as the
Committee, in its sole discretion, determines.



127









 






9.3.1. General Performance Objectives. The Committee may set performance
objectives based upon (a) the achievement of Company-wide, Affiliate-based,
Subsidiary-based, divisional, individual Participant or other Performance Goals; (b) in
either absolute terms or relative to the performance of one or more comparable companies or
an index which includes several companies; (c) applicable Federal or state securities laws;
or (d) any other basis determined by the Committee in its sole discretion. Measurement of
Performance Goals may exclude impact of charges for restructuring, discontinued operations,
extraordinary items, other unusual or non-recurring items and the cumulative effects of
accounting changes, each as defined by generally accepted accounting principles.




9.3.2. Code Section 162(m) Performance Objectives. Notwithstanding any
other provision of this Section 9.3.2 to the contrary, for purposes of qualifying grants of
Performance Units or Performance Shares to Covered Employees as “performance-based
compensation” under Code Section 162(m), the Committee will establish the specific targets
under the Performance Goals applicable to Performance Units or Performance Shares. Such
targets under the Performance Goals will be set by the Committee on or before the latest
date permissible to enable the Performance Units or Performance Shares, as the case may be,
to qualify as “performance-based compensation” under Code Section 162(m). The business
criteria for Performance Goals for a Covered Employee under this Section 9.3.2 will be (i)
return on equity; (ii) net income; (iii) return on assets or (iv) a combination of two or
more of these measures. In granting Performance Units or Performance Shares to Covered
Employees which are intended to qualify under Code Section 162(m), the Committee will follow
any procedures determined by it from time to time to be necessary or appropriate in its sole
discretion to ensure qualification of the Performance Units or Performance Shares, as the
case may be, under Code Section 162(m).



9.4. Earning of Performance Units/Shares. After the applicable Performance Period
has ended, the holder of Performance Units or Performance Shares will be entitled to receive those
Performance Units or Performance Shares, as the case may be, earned by the Participant over the
Performance Period, to be determined as a function of the extent to which the applicable
Performance Goals have been achieved. Except in the case of Performance Goals applicable to
Performance Units or Performance Shares granted to Covered Employees which are intended to qualify
as “performance-based compensation” under Code Section 162(m) (which cannot be reduced or waived
except as provided in Section 12.1), after the grant of a Performance Unit or Performance Share,
the Committee, in its sole discretion, may reduce or waive any Performance Goals or related
business criteria applicable to such Performance Unit or Performance Share.



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



9.6. Cancellation of Performance Units/Shares. On the date set forth in the
applicable Award Agreement, all Performance Units or Performance Shares which have not been earned
or vested will be forfeited and thereafter be available for the grant of new Awards under this
Plan.



128









 





9.7. Termination of Service. Unless otherwise provided in an Award Agreement or
determined by the Committee in its sole discretion, in the event of a Participant’s Termination of
Service due to death, Disability or Retirement during a Performance Period, the Participant (or his
Beneficiary) will receive the Performance Units or Performance Shares which relate to such
Performance Period. Unless otherwise provided in an Award Agreement or determined by the Committee
in its sole discretion, in the event of a Participant’s Termination of Service for any other
reason, all Performance Units or Performance Shares will be forfeited and thereafter be available
for the grant of new Awards under this Plan. Distribution of earned Performance Units or
Performance Shares may be made at the same time payments are made to Participants who did not incur
a Termination of Service during the applicable Performance Period. Notwithstanding any other
provision of this Section 9 to the contrary, in the case of Awards of Performance Units or
Performance Shares to Covered Employees that the Committee intends to qualify as performance-based
compensation” under Code Section 162(m) (the vesting of which cannot be accelerated except as
provided in Section 12.1), no Performance Units or Performance Shares will become vested until the
applicable Performance Goals have been met.



SECTION 10




AMENDMENT, TERMINATION, AND DURATION




10.1. Amendment, Suspension, or Termination. The Board may supplement, amend, alter
or discontinue this Plan in its sole discretion at any time and from time to time, but no
supplement, amendment, alteration or discontinuation will be made which would impair the rights of
a Participant under an Award without the Participant’s consent, except that any supplement,
amendment, alteration or discontinuation may be made to (a) avoid a material charge or expense to
the Company or an Affiliate, (b) cause this Plan to comply with applicable law, or (c) permit the
Company or an Affiliate to claim a tax deduction under applicable law. In addition, subject to the
provisions of this Section 10.1, the Board of Directors, in its sole discretion at any time and
from time to time, may supplement, amend, alter or discontinue this Plan without the approval of
the Company’s shareholders (a) to the extent such approval is not required by applicable law or the
terms of a written agreement, and (b) so long as any such amendment or alteration does not increase
the number of Shares subject to this Plan (other than pursuant to Section 4.6) or increase the
maximum number of Options, SARs, Shares of Restricted Stock, Performance Units or Performance
Shares that the Committee may award to an individual Participant under this Plan. The Committee
may supplement, amend, alter or discontinue the terms of any Award theretofore granted,
prospectively or retroactively, on the same conditions and limitations (and exceptions to
limitations) as apply to the Board under the foregoing provisions of this Section 10.1, and further
subject to any approval or limitations the Board may impose.



10.2. Duration of This Plan and Shareholder Approval. This Plan will be effective
on the Effective Date and, subject to Section 10.1 (regarding the Board’s right to supplement,
amend, alter or discontinue this Plan), will remain in effect thereafter; provided, however, that
no Option will be exercised and no other Award will be exercised or otherwise paid hereunder until
this Plan has been approved by the holders of at least a majority of the outstanding Shares at a
meeting at which approval of this Plan is considered; and provided further, no Incentive Stock
Option may be granted under this Plan after the tenth anniversary of the Effective Date.



129









 





SECTION 11




TAX WITHHOLDING




11.1. Withholding Requirements. Prior to the delivery of any Shares or cash
pursuant to the payment or exercise of an Award, the Company will have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to
satisfy all Federal, state and local income and employment taxes required by applicable law to be
withheld with respect to the payment or exercise of such Award. In no event will any amount
withheld be in an amount that would require the Company to incur accounting charges.



11.2. Withholding Arrangements. The Committee, in its sole discretion and pursuant
to such procedures as it may specify from time to time, may permit a Participant to satisfy a tax
withholding obligation, in whole or in part, by (a) electing to have the Company withhold otherwise
deliverable Shares (except in the case of exercises of Incentive Stock Options), or (b) delivering
to the Company Shares then owned by the Participant having a Fair Market Value equal to the amount
required to be withheld; provided, however, that any shares delivered to the Company satisfy the
ownership requirements specified in Section 6.6(a). The amount of the withholding requirement will
be deemed to include any amount that the Committee agrees may be withheld at the time any such
election is made, not to exceed, in the case of income tax withholding, the amount determined,
based upon minimum statutory requirements, by using the maximum federal, state or local marginal
income tax rates applicable to the Participant with respect to the Award on the date the amount of
income tax to be withheld is determined. The Fair Market Value of the Shares to be withheld or
delivered will be determined as of the date that the taxes are required to be withheld.



SECTION 12




CHANGE IN CONTROL




12.1. Change in Control. Notwithstanding any other provision of this Plan to the
contrary, in the event of a Change in Control of the Company, all Awards granted under this Plan
that then are outstanding and that either are not then exercisable or are subject to any
restrictions or Performance Goals will, unless otherwise provided for in the Award Agreements
applicable thereto, become immediately exercisable, and all restrictions and Performance Goals will
be removed, as of the first date that the Change in Control has been deemed to have occurred, and
will remain removed for the remaining life of the Award as provided herein and within the
provisions of the related Award Agreements.



12.2. Definition. For purposes of Section 12.1, a “Change in Control” of the
Company will be deemed to have occurred if the conditions or events set forth in any one or more of
the following subsections occur:




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




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	 	(c)	 	Any tender, exchange, sale or other disposition (other than disposition of the
stock of the Company or any Subsidiary 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 Directors of the Company or any subsidiary) of Shares which
represent more than 25 percent of the voting power of the Company or any Subsidiary;
	 
	 	(d)	 	During any period of two consecutive years, individuals who at the date of the
adoption of the Plan constitute the Company’s Board of Directors 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;
	 
	 	(e)	 	A majority of the members of the Company’s Board of Directors recommend the
acceptance of the agreement, contract, offer or other arrangement providing for, or any
series of transactions resulting in, any of the transactions described above.





Notwithstanding the foregoing, a Change in Control of the Company (i) will not occur as a result of
the issuance of stock by the Company in connection with any public offering of its Stock; (ii) 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
Persons; or (iii) will not occur due to stock ownership by the Horizon Bancorp Stock Bonus Plan
Trust, which forms a part of the Horizon Bancorp Stock Bonus Plan or any other employee benefit
plan.



SECTION 13




LEGAL CONSTRUCTION




13.1. Gender and Number. Except where otherwise indicated by the context, any
masculine term used herein also includes the feminine, the plural includes the singular, and the
singular includes the plural.



13.2. Severability. In the event any provision of this Plan is held illegal or
invalid for any reason, the illegality or invalidity will not affect the remaining parts of this
Plan, and this Plan will be construed and enforced as if the illegal or invalid provision had never
been included herein.



13.3. Requirements of Law. The grant of Awards and the issuance of Shares under
this Plan will be subject to all applicable statutes, laws, rules and regulations and to such
approvals and requirements as may be required from time to time by any governmental authorities or
any securities exchange or market on which the Shares are then listed or traded.



13.4. Governing Law. Except to the extent preempted by the Federal laws of the
United States of America, this Plan and all Award Agreements will be construed in accordance with
and governed by the laws of the State of Indiana without giving effect to any choice or conflict of
law provisions, principles or rules (whether of the state of Indiana or any other jurisdiction)
that would cause the application of any laws of any jurisdiction other than the state of Indiana.



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13.5. Headings. The descriptive headings and sections of this Plan are provided
herein for convenience of reference only and will not serve as a basis for interpretation or
construction of this Plan.



13.6. Mistake of Fact. Any mistake of fact or misstatement of facts will be
corrected when it becomes known by a proper adjustment to an Award or Award Agreement.



13.7. Evidence. Evidence required of anyone under the Plan may be by certificate,
affidavit, document or other information which the person relying thereon considers pertinent and
reliable, and signed, made or presented by the proper party or parties.



SECTION 14




MISCELLANEOUS




14.1. No Effect on Employment or Service. Neither this Plan nor the grant of any
Awards or the execution of any Award Agreement will confer upon any Participant any right to
continued employment by the Company, retention on the Board or will interfere with or limit in any
way the right of the Company to terminate any Employee’s employment or service at any time, with or
without Cause. Employment with the Company and its Affiliates is on an at-will basis only, unless
otherwise provided by a written employment or severance agreement, if any, between the Employee and
the Company or an Affiliate, as the case may be. If there is any conflict between the provisions
of this Plan and an employment or severance agreement between an Employee and the Company, the
provisions of such employment or severance agreement will control, including, but not limited to,
the vesting and forfeiture of any Awards.



14.2. No Company Obligation. Unless required by applicable law, the Company, an
Affiliate, the Board of Directors and the Committee will not have any duty or obligation to
affirmatively disclose material information to a record or beneficial holder of Shares or an Award,
and such holder will have no right to be advised of any material information regarding the Company
or any Affiliate at any time prior to, upon or in connection with the receipt, exercise or
distribution of an Award. In addition, the Company, an Affiliate, the Board of Directors, the
Committee and any attorneys, accountants, advisors or agents for any of the foregoing will not
provide any advice, counsel or recommendation to any Participant with respect to, without
limitation, any Award, any exercise of an Option or any tax consequences relating to an Award.



14.3. Participation. No Employee or Non-employee Director will have the right to
be selected to receive an Award under this Plan or, having been selected, to be selected to receive
a future Award. Participation in the Plan will not give any Participant any right or claim to any
benefit under this Plan, unless such right or claim has specifically accrued under the terms of
this Plan.



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14.4. Liability and Indemnification. No member of the Board, the Committee or any
officer or employee of the Company or any Affiliate will be personally liable for any action,
failure to act, decision or determination made in good faith in connection with this Plan. By
participating in this Plan, each Participant agrees to release and hold harmless the Company and
its Affiliates (and their respective directors, officers and employees) and the Committee from and
against any tax liability, including, but not limited to, interest and penalties, incurred by the
Participant in connection with his receipt of Awards under this Plan and the deferral, payment and
exercise thereof. Each person who is or was a member of the Committee, or of the Board, will be
indemnified and held harmless by the Company against and from (a) any loss, cost, liability or
expense (including, but not limited to, attorneys’ fees) that may be imposed upon or reasonably
incurred by him in connection with or resulting from any claim, action, suit or proceeding to which
he may be a party or in which he may be involved by reason of any action taken or failure to act
under this Plan or any Award Agreement; and (b) any and all amounts paid by him in settlement
thereof, with the Company’s prior written approval, or paid by him in satisfaction of any judgment
in any such claim, action, suit or proceeding against him; provided, however, that he will give the
Company an opportunity, at the Company’s expense, to handle and defend such claim, action, suit or
proceeding before he undertakes to handle and defend the same on his own behalf. The foregoing
right of indemnification is exclusive of any other rights of indemnification to which such persons
may be entitled under the Company’s Articles of Incorporation or By-Laws, by contract, as a matter
of law or otherwise, or under any power that the Company may have to indemnify them or hold them
harmless.



14.5. Successors. All obligations of the Company under this Plan, with respect to
Awards granted hereunder, are binding on any successor to the Company, whether or not the existence
of such successor is the result of a Change in Control of the Company.

The Company will not, and will not permit its Affiliates to, recommend, facilitate or agree or
consent to a transaction or series of transactions which would result in a Change in Control of the
Company unless and until the person or persons or entity or entities acquiring control of the
Company as a result of such Change in Control agree(s) to be bound by the terms of this Plan
insofar as it pertains to Awards theretofore granted and agrees to assume and perform the
obligations of the Company and its Successor (as defined in subsection 4.6.2) hereunder.



14.6. Beneficiary Designations. Any Participant may designate, on such forms as
may be provided by the Committee for such purpose, a Beneficiary to whom any vested but unpaid
Award will be paid in the event of the Participant’s death. Each such designation will revoke all
prior designations by the Participant and will be effective only if given in a form and manner
acceptable to the Committee. In the absence of any such designation, any vested benefits remaining
unpaid at the Participant’s death will be paid to the Participant’s estate and, subject to the
terms of this Plan and of the applicable Award Agreement, any unexercised vested Award may be
exercised by the administrator or executor of the Participant’s estate.



14.7. Nontransferability of Awards. Except as provided in Sections 14.7.1 and
14.7.2, no Award under this Plan can be 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, other than by will or by the laws of
descent and distribution. In addition, no Award under this Plan will be subject to execution,
attachment or similar process. Any attempted or purported transfer of an Award in contravention of
this Plan or an Award Agreement will be null and void ab initio and of no force or effect
whatsoever. All rights with respect to an Award granted to a Participant will be exercisable
during his lifetime only by the Participant.



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14.7.1. Limited Transfers of Nonqualified Stock Options. Notwithstanding
the foregoing, the Committee may, in its sole discretion, permit the transfer of
Nonqualified Stock Options by a Participant to (a) the Participant’s spouse, any children or
lineal descendants of the Participant or the Participant’s spouse, or the spouse(s) of any
such children or lineal descendants (“Immediate Family Members”), (b) a trust or trusts for
the exclusive benefit of Immediate Family Members, or (c) a partnership or limited liability
company in which the Participant and/or the Immediate Family Members are the only equity
owners, (collectively, “Eligible Transferees”); provided, however, in the event the
Committee permits the transferability of Nonqualified Stock Options granted to the
Participant, the Committee may subsequently, in its sole discretion, amend, modify, revoke
or restrict, without the prior consent, authorization or agreement of the Eligible
Transferee, the ability of the Participant to transfer Nonqualified Stock Options that have
not been already transferred to an Eligible Transferee. An Option that is transferred to an
Immediate Family Member will not be transferable by such Immediate Family Member, except for
any transfer by such Immediate Family Member’s will or by the laws of descent and
distribution upon the death of such Immediate Family Member. Incentive Stock Options
granted under this Plan are not transferable pursuant to this Section 14.7.




14.7.2. Exercise by Eligible Transferees. In the event that the Committee,
in its sole discretion, permits the transfer of Nonqualified Stock Options by a Participant
to an Eligible Transferee under Section 14.7.1, the Options transferred to the Eligible
Transferee must be exercised by such Eligible Transferee and, in the event of the death of
such Eligible Transferee, by such Eligible Transferee’s executor or administrator only in
the same manner, to the same extent and under the same circumstances (including, but not
limited to, the time period within which the Options must be exercised) as the Participant
could have exercised such Options. The Participant, or in the event of his death, the
Participant’s estate, will remain liable for all federal, state, local and other taxes
applicable upon the exercise of a Nonqualified Stock Option by an Eligible Transferee.



14.8. No Rights as Shareholder. Except to the limited extent provided in Sections
4.5 and 8.6, no Participant (or any Beneficiary) will have any of the rights or privileges of a
shareholder of the Company with respect to any Shares issuable pursuant to an Award (or the
exercise thereof), unless and until certificates representing such Shares have been recorded on the
Company’s official shareholder records (or the records of its transfer agents or registrars) as
having been issued and transferred to the Participant (or his or her Beneficiary).



14.9. Mitigation of Excise Tax. Subject to any other agreement providing for the
Company’s indemnification of the tax liability described herein, if any payment or right accruing
to a Participant under this Plan (without the application of this Section 14.9), either alone or
together with other payments or rights accruing to the Participant from the Company or an Affiliate
would constitute a “parachute payment,” as defined in Code Section 280G and regulations thereunder,
such payment or right will be reduced to the largest amount or greatest right that will result in
no portion of the amount payable or right accruing under this Plan being subject to an excise tax
under Code Section 4999 or being disallowed as a deduction under Code Section 280G. The
determination of whether any reduction in the rights or payments under this Plan is to apply will
be made by the Committee in good faith after consultation with the Participant, and such
determination will be conclusive and binding on the Participant. The Participant will cooperate in
good faith with the Committee in making such determination and providing the necessary information
for this purpose.



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14.10. Funding. Benefits payable under this Plan to any person will be paid by the
Company from its general assets. Shares to be issued hereunder will be issued directly by the
Company from its authorized but unissued Shares or acquired by the Company on the open market, or a
combination thereof. Neither the Company nor any of its Affiliates will be required to segregate
on its books or otherwise establish any funding procedure for any amount to be used for the payment
of benefits under this Plan. The Company or any of its Affiliates may, however, in its sole
discretion, set funds aside in investments to meet any anticipated obligations under this Plan.
Any such action or set-aside will not be deemed to create a trust of any kind between the Company
and any of its Affiliates and any Participant or other person entitled to benefits under the Plan
or to constitute the funding of any Plan benefits. Consequently, any person entitled to a payment
under the Plan will have no rights greater than the rights of any other unsecured general creditor
of the Company or its Affiliates.



	 	 	 	 	 	 	 
	 	 	HORIZON BANCORP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Craig M. Dwight, President and Chief Executive
Officer
	 	 
	 
	 	 	 	 	 	 
	 	 	ATTEST:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 

	 	 







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