EX-10.3



 





EXHIBIT
10.3




AMENDMENT NO. 1 TO HORIZON BANCORP STOCK OPTION AND STOCK

APPRECIATION RIGHTS AGREEMENT




     This Amendment No. 1 is made and executed this 22nd day of August 2002, by and
between Horizon Bancorp, an Indiana corporation (the “Company”) and      , an
officer or employee of the Company or one of its subsidiaries (the “Optionee”);



     WHEREAS, the Company adopted the 1997 Key Employees’ Stock Option and Stock Appreciation
Rights Plan of Horizon Bancorp (the “Plan”);



     WHEREAS, the Optionee has received the following grants of stock options and associated stock
appreciation rights (“SARs”) under the Plan and has entered into a Stock Option and Stock
Appreciation Rights Agreement for each grant (“Agreement”);



	 	 	 	 	 
	Date	 	Number of Shares	 	Option Price
	 
	 	 	 	 





     WHEREAS, the Company has issued a stock split of three for one of its shares of common stock
on November 16, 2001, resulting in the following current outstanding stock options and associated
SARs;



	 	 	 	 	 
	Date	 	Number of Shares	 	Option Price
	 
	 	 	 	 





     WHEREAS, the Company and Optionee have agreed to a limitation on the economic value of the
vested and exercisable SAR’s granted under each of the Agreements referred to above and to
eliminate the SAR’s which are not vested or exercisable under the Agreements;



     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the
Company and the Optionee agree as follows:



     1. Limitation on Economic Value of Vested Stock Appreciation Rights. For purposes of
the Agreements referred to above, the economic value to be paid by the Company of the SAR’s (as
referred to in Section 9 of each Agreement) which are vested and exercisable by the Optionee on the
date of this Amendment may not exceed the following:



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	Date of Agreement	 	Limitation
	 
	 	$22.00 Per share





The Optionee understands that under the Plan exercise of the SARs shall extinguish all rights under
the associated stock options, regardless of the limitation on payment of the economic value of the
SARs.




     2. Elimination of Unvested SAR’s. To the extent that SAR’s have not vested and are
not exercisable under the Agreements on the date of this Amendment, the Optionee shall only be
allowed to exercise the stock options associated with such shares of stock and shall not be
permitted to exercise the SAR’s when they become vested.



     3. No Other Changes. In all other respects the Agreements shall continue on an
unchanged basis.



     IN WITNESS WHEREOF, the Company, by its duly authorized officer, and the Optionee have caused
this Amendment No. 1 to be executed on the date and year first written above.



	 	 	 	 	 
	HORIZON BANCORP	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Craig M. Dwight, President & CEO
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	               Optionee	 	 






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HORIZON BANCORP

Individuals Electing to Cap Their Stock Appreciation Rights




	 	 	 	 	 
	NAME	 	SAR’sCapped
	Craig M. Dwight
	 	 	46,260	 
	Lawrence J. Mazur
	 	 	15,420	 
	Thomas H. Edwards
	 	 	11,820	 
	David G. Rose
	 	 	10,800	 
	Joseph H. Mellen
	 	 	5,100	 
	Rachel Saxon
	 	 	3,600	 
	James Neff
	 	 	3,600	 
	Mary I. Schultz
	 	 	3,060	 
	Ken Krapf
	 	 	3,000	 
	Carla Kanney
	 	 	1,800	 
	James H. Foglesong
	 	 	1,800	 
	Patrick Collins
	 	 	1,200	 
	Kathie A. DeRuiter
	 	 	1,200	 
	Steven Kring
	 	 	1,200	 
	JoAnn Krickhahn
	 	 	1,200	 
	Donna Scott
	 	 	1,200	 
	Daniel Buresh
	 	 	600	 






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