hb_8k0716ex.htm


    Exhibit
      10.1

     

    


    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 16th
      day of July, 2007 by and between HORIZON BANK, N.A. (the “Bank”), a national
      banking association organized under the laws of the United States of America,
      HORIZON BANCORP (the “Holding Company”) a corporation
      formed under the laws of the State of Indiana and a registered bank holding
      company (jointly referred to herein as the “Company”) and THOMAS H. EDWARDS (the
“Executive”), a resident of the State of Indiana,

     

    W
      I T N E S S E T H:

    


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

     

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

     

    WHEREAS,
      the Company desires to continue the employment of the Executive, and the
      Executive desires to continue to be employed by the Company, in accordance
      with
      the provisions of this Agreement; and

     

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

     

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

     

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

     

    Section
      1.    Employment; Term.

     

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

     

    (b)           Term.  Unless
      terminated earlier as provided herein, the initial term of the Executive’s
      employment with the Company hereunder will begin on the date of this Agreement
      and will end on the date which is three years following the date hereof;
      provided, however, that on each annual anniversary of the date of this Agreement
      until the year in which the Executive attains age 63, the Executive’s term of
      employment will be extended for an additional one-year period beyond the
      then-effective expiration date, upon the same agreements, covenants and
      provisions set forth herein, unless at least 60 days prior to the expiration
      of
      any one-year period during the term thereof, the Company delivers to the
      Executive written notice that the term of

     


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    this
      Agreement will not be so extended for a one-year period (the initial term of
      this Agreement and all extensions thereof, if any, are hereinafter referred
      to
      individually and collectively as the “Term”).

     

    Section
      2.    Position; Duties;
      Responsibilities.

     

    (a)           Position.  During
      the Term, the Executive will be the President and Chief Operating Officer of
      the
      Bank and the Executive Vice President of the Holding Company and will perform
      such duties and responsibilities as may be assigned by the board of directors
      of
      the Bank or the Holding Company and which are not unreasonably inconsistent
      with
      the duties currently being performed by the Executive.

     

    (b)           Duties
      and Responsibilities.  During the Term, the Executive will devote
      substantially all business time, attention and energy, and reasonable best
      efforts, to the interests and business of the Bank, the Holding Company and
      their affiliates and subsidiaries (collectively “Affiliates”) and to the
      performance of the Executive’s duties and responsibilities on behalf of the
      Company and Affiliates.  The Executive may use his discretion in
      fixing the hours and schedule of work consistent with the proper discharge
      of
      the Executive’s duties.  The Executive, subject to the direction and
      control of the board of directors of the Bank and of the Holding Company, will
      have all power and authority commensurate with the Executive’s status and
      necessary to perform his duties hereunder.  During the Term the
      Executive will not serve on the board of directors of any for-profit
      organization without the prior consent of the Holding Company’s board of
      directors (the “Board”).

     

    (c)           Working
      Conditions.  So long as the Executive is employed by the Company
      pursuant to this Agreement, the Executive will be entitled to office space
      and
      working conditions consistent with his position as Executive Vice President
      of
      the Holding Company and President and Chief Operating Officer of the
      Bank.  The Company will provide the Executive with such assistance and
      working accommodations as are suitable to the character of his positions with
      the Company and as are adequate for the performance of the Executive’s
      duties.  The Executive will not be required to be absent from the
      location of the principal executive offices of the Company on travel status
      or
      otherwise more than 30 days in any calendar year.  The Company will
      not, without the written consent of the Executive, relocate or transfer
      Executive to a location more than 30 miles from his principal
      residence.

     

    Section
      3.     Compensation and Employee
      Benefits.

     

    (a)           Base
      Salary.  During the Term, for all services rendered to or on
      behalf of the Company by the Executive in all capacities pursuant to this
      Agreement or otherwise, the Company will pay to the Executive an annual base
      salary equal to the amount being paid the Executive as of the date of this
      Agreement (the “Base Salary”), and will be adjusted in accordance with this
      Section.  At approximately annual intervals, after the end of each
      fiscal year of the Bank during the Term, the Board will review, or will cause
      to
      be reviewed, the Base Salary payable to the Executive, giving attention to
      all
      factors that the Board deems pertinent, including, without limitation, any
      recommendations of the Board or the compensation committee of the Board, the
      performance of the Bank, the Holding Company and their Affiliates, the
      performance

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    of
      the
      Executive and the compensation practices inside and outside of the
      Company.  The Board will, after such annual review, determine the Base
      Salary to be paid until the completion of the next annual review, but such
      new
      Base Salary will not be less than the Base Salary as of the date
      hereof.  The Base Salary will be paid to the Executive in accordance
      with the Bank’s usual and customary payroll practices applicable to its
      employees generally.

     

    (b)           Incentive
      Compensation.  During the Term, the Executive will be entitled to
      participate in all incentive compensation plans and programs in effect from
      time
      to time and generally available to executive officers of the Company, subject
      to
      the terms and conditions of such plans and programs.

     

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

     

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

     

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

     

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

     

    Section
      4.    Termination of
      Employment.

     

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

     

    (a)           Termination
      by the Company for Cause.  The Company, upon written notice to the
      Executive, may terminate the Executive’s employment with the Company immediately
      (except as otherwise expressly provided herein with respect to the Executive’s
      limited right to

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    cure)
      for
      Cause.  For purposes of this Section 4, “Cause” is defined as any of
      the following which, in the case of (iii) below, has not been expressly
      consented to in advance by the Company in writing:

     

    (i)           An
      intentional act of fraud, embezzlement, theft, or personal dishonesty; willful
      misconduct, or breach of fiduciary duty involving personal profit by the
      Executive in the course of his employment.  No act or failure to act
      will be deemed to have been intentional or willful if it was due primarily
      to an
      error in judgment or negligence.  An act or failure to act will be
      considered intentional or willful if it is not in good faith and if it is
      without a reasonable belief that the action or failure to act is in the best
      interest of the Company or Affiliates;

     

    (ii)           Intentional
      wrongful damage by the Executive to the business or property of the Company
      or
      any Affiliates, causing material harm to the Company or any
      Affiliates;

     

    (iii)           Breach
      by the Executive of any provision of this Agreement, as in effect from time
      to
      time with the Company (other than a breach justifying termination pursuant
      to
      any other provision of this subsection 4(a));

     

    (iv)           Gross
      negligence or insubordination by the Executive in the performance of his duties,
      or the Executive’s refusal or repeated failure to carry out lawful directives of
      the Board;

     

    (v)           Removal
      or permanent prohibition of the Executive from participating in the conduct
      of
      the affairs of the Bank or its Affiliates by an order issued under subsection
      8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act, 12 USC §§ 1818(e)(4)
      and (g)(1).

     

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

     

    (c)           Termination
      by the Executive for Good Reason.  The Executive, upon written
      notice to the Company, may terminate his employment with the Company immediately
      (except as otherwise expressly provided herein with respect to the Company’s
      limited right to cure) for Good Reason.  For purposes of this Section
      4, “Good Reason” means the occurrence of any of the following events, which has
      not been expressly consented to in advance by the Executive in
      writing:

     

    (i)           The
      requirement that the Executive move his office to a location more than 30 miles
      from his principal residence;

     

    (ii)           A
      reduction of ten percent or more in the Executive’s then current annual Base
      Salary, unless part of an institution-wide reduction and proportionate to the
      reduction in the Base Salary of all other executive officers of the
      Company;

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (iii)           The
      removal of the Executive from participation in any incentive compensation or
      performance-based compensation plans unless the Company terminates participation
      in the plan or plans with respect to all other executive officers of the
      Company;

     

    (iv)           The
      taking of any action by the Bank or Holding Company which would directly or
      indirectly reduce any material benefit plan or program or deprive the Executive
      of any such benefit enjoyed by him, unless part of an institution-wide reduction
      and applied similarly to all other executive officers of the
      Company;

     

    (v)           The
      assignment to the Executive of duties and responsibilities materially different
      from those normally associated with his position as referenced in Section
      2;

     

    (vi)           A
      material diminution or reduction in the Executive’s responsibilities or
      authority (including reporting responsibilities) in connection with his
      employment with the Company;

     

    (vii)           A
      material reduction in the secretarial or administrative support of the
      Executive; or

     

    (viii)                      Breach
      by the Company of any provision of this Agreement, as in effect from time to
      time with the Executive, other than a breach justifying termination pursuant
      to
      any other provision of this subsection 4(c).

     

    (d)           Termination
      by the Executive Without Good Reason.  The Executive, upon not
      less than 30 days prior written notice to the Bank, may terminate his employment
      with the Company without Good Reason.

     

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

     

    (f)           Termination
      by the Executive in the Event of a Change in Control.

     

    (i)           Following
      a Change in Control (as defined in subsection 4(j)), the Executive, upon 30
      days
      prior written notice to the Company, may terminate his

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    employment
      with the Company immediately upon the occurrence of any of the following events
      after a Change in Control, unless the Executive consents in writing to the
      occurrence of any such events:

     

    (A)           the
      assignment to the Executive of duties or responsibilities that are inconsistent
      with the Executive’s positions as President and Chief Operating Officer of the
      Bank and Executive Vice President of the Holding Company, or a substantial
      reduction in the nature or status of the Executive’s duties and responsibilities
      from those in effect immediately prior to a Change in Control;

     

    (B)           a
      reduction by the Company in the Executive’s Base Salary in effect on the date
      preceding the date of the Change in Control;

     

    (C)           the
      Company requires the Executive to be based anywhere other than the location
      at
      which he was based immediately prior to the Change in Control; or

     

    (D)           the
      failure by the Bank or Holding Company to continue to provide the Executive
      with
      benefits substantially similar to those described in subsections 3(b), (c)
      and
      (d) which are provided to the Executive immediately prior to a Change in
      Control.

     

    (ii)           Following
      a Change in Control, the Executive, upon written notice to the Company, may
      terminate his employment with the Company, during a 30-day period beginning
      on a
      date six months following the date of the Change in Control and ending at
      midnight on the date that is six months and 30 days following the date of the
      Change in Control.

     

    (g)           Termination
      by the Company Upon a Change in Control.  The Company, upon 30
      days’ prior written notice to the Executive, may terminate the Executive’s
      employment with the Company during the six-month period immediately following
      a
      Change in Control.

     

    (h)           Notice
      of Termination.  Any termination of the Executive’s employment
      with the Company as contemplated by this Section 4, except in the event of
      the
      Executive’s death, will be communicated by a written “Notice of Termination” by
      the terminating party to the other party hereto.  Any Notice of
      Termination will indicate the specific provisions of this Agreement relied
      upon
      and, if applicable, will set forth in reasonable detail the facts and
      circumstances claimed to provide a basis for such termination.  The
      last day of the Executive’s employment with the Company will be referred to
      herein as the “Date of Termination.”

     

    (i)           Limited
      Right to Cure by the Company and the Executive.

     

    (i)           In
      the event that the Company desires to terminate the Executive’s employment for
      Cause pursuant to subsection 4(a)(iii), the Company will first deliver to the
      Executive a written notice which will (A) indicate the specific provisions
      of
      this Agreement relied upon for such termination, (B) set forth in reasonable
      detail the facts and circumstances claimed to provide a basis for such
      termination, and (C) describe the

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    steps,
      actions, events or other items that must be taken, completed or followed by
      the
      Executive to correct or cure the basis for such termination.  The
      Executive will then have 30 days following the effective date of such notice
      to
      fully correct and cure the basis for the termination of his
      employment.  If the Executive does not fully correct and cure the
      basis for the termination of his employment within such 30-day period, then
      the
      Company will have the right to terminate the Executive’s employment with the
      Company immediately for Cause upon delivering to the Executive a written Notice
      of Termination and without any further cure period.  Notwithstanding
      the foregoing, the Executive will be entitled to so correct and cure only a
      maximum of two times during any calendar year.

     

    (ii)           In
      the event that the Executive desires to terminate his employment with the
      Company for Good Reason pursuant to subsection 4(c) or upon a Change in Control
      pursuant to subsection 4(f), the Executive will first deliver to the Company
      a
      written notice which will (A) indicate the specific provisions of this Agreement
      relied upon for such termination, (B) set forth in reasonable detail the facts
      and circumstances claimed to provide a basis for such termination, and (C)
      describe the steps, actions, events or other items that must be taken, completed
      or followed by the Company to correct or cure the basis for such
      termination.  The Company will then have 30 days following the
      effective date of such notice to fully correct and cure
      the basis for the termination of the Executive’s employment.
 If the Company does not fully correct and cure the basis
      for the termination of the Executive’s employment within such 30-day period,
      then the Executive will have the right to terminate his employment with the
      Company immediately upon delivering to the Company a written Notice of
      Termination and without any further cure period.  Notwithstanding the
      foregoing, the Company will be entitled to so correct and cure only a maximum
      of
      two times during any calendar year.

     

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

     

    (i)           Any
      merger, consolidation or similar transaction which involves the Bank or Holding
      Company and in which persons who are the shareholders of the Bank or Holding
      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;

     

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

     

    (iii)           Any
      tender, exchange, sale or other disposition (other than disposition of the
      stock
      of the Holding Company or the Bank in connection with bankruptcy, insolvency,
      foreclosure, receivership or other similar transactions) or purchase (other
      than
      purchases by the Holding Company or any Holding Company or Bank sponsored
      employee benefit plan, or purchases by members of the board of directors of
      the
      Holding

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    Company
      or the Bank) of shares which represent more than 25 percent of the voting power
      of the Holding Company or the Bank; or

     

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

     

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

     

    (vi)           “Section
      16(b)” Person means a person subject to potential liability under Section 16(b)
      of the 1934 Act with respect to transactions which involve equity securities
      of
      the Holding Company.

     

    Section
      5.   Payment Upon Termination of
      Employment.

     

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

     

    (a)           Termination
      by the Company for Cause, by the Executive Without Good Reason or Due to Death
      or Disability of the Executive.  Upon the termination of the
      Executive’s employment by the Company for Cause pursuant to subsection 4(a), by
      the Executive without Good Reason pursuant to subsection 4(d) or in the event
      of
      termination due to the death or disability of the Executive pursuant to
      subsection 4(e), the Company will pay or provide to the Executive the following
      amounts and benefits:

     

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

     

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

     

    (iii)           notwithstanding
      the foregoing, all options granted to the Executive to purchase shares of common
      stock of the Holding Company and all shares of restricted stock of the Holding
      Company (whether such options and restricted shares are vested or unvested)
      shall be treated in accordance with the applicable plan and award agreement(s)
      between the Holding Company and the Executive.

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    It
      is
      noted that nothing in this Agreement will serve to prevent the Executive from
      receiving long term disability payments from the Company’s long term disability
      program, if any, if the Executive is otherwise eligible to receive benefits
      under such a program.

     

    (b)           Termination
      by the Company Without Cause or by the Executive With Good
      Reason.  Upon the termination of the Executive’s employment by the
      Company without Cause pursuant to subsection 4(b), or by the Executive with
      Good
      Reason pursuant to subsection 4(c), the Company will pay or provide to the
      Executive the following amounts and benefits:

     

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

     

    (ii)           an
      amount equal to the Executive’s annual Base Salary in effect as of the date
      immediately preceding the Date of Termination plus a single sum payment equal
      to
      the average of the Executive’s Bonus paid or payable for the last two calendar
      years preceding the Date of Termination, all payable as of the date of the
      first
      payroll that is not less than 60 days following the Date of Termination, or
      as
      soon as administratively practicable thereafter;

     

    (iii)           continued
      participation in the group health insurance and group life insurance benefits
      which the Executive would have been eligible to participate in or receive on
      the
      day prior to the Date of Termination (“Insurance Programs”) beginning on the
      Date of Termination and continuing for a period of one year, but only to the
      extent the Executive continues to qualify for participation
      therein.  The Company will provide health insurance and life insurance
      benefits for the Executive if he is not permitted to continue participation
      in
      those Insurance Programs for a period of one year from the Date of Termination;
      provided, however, the amount of these benefits will be limited to an amount
      equal to 110% of the Company’s cost of providing the benefits under the
      Insurance Programs.

     

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

     

    (v)           cash
      reimbursement for reasonable expenses (as determined by the Board in its sole
      discretion) actually incurred by the Executive in searching for new employment
      during the one-year period following the Date of Termination and limited to
      no
      greater than $20,000.  Each reimbursement will be paid to the
      Executive within 30 days following the receipt by the Company of a valid claim
      substantiating the expense; and

     

    (vi)           notwithstanding
      the foregoing, all options granted to the Executive to purchase shares of common
      stock of the Holding Company and all shares of restricted stock of the Holding
      Company (whether such options and restricted shares are vested or unvested)
      shall be treated in accordance with the applicable plan and award agreement(s)
      between the Holding Company and the Executive.

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    (c)           Termination
      Upon a Change in Control.  Upon the termination of the Executive’s
      employment by the Executive upon a Change in Control pursuant to subsection
      4(f), or upon the termination of the Executive’s employment by the Company upon
      a Change in Control pursuant to subsection 4(g), the Company will pay or provide
      to the Executive the following amounts and benefits:

     

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

     

    (ii)           an
      amount equal to two times the Executive’s annual Base Salary in effect as of the
      date immediately preceding the Date of Termination plus a single sum payment
      equal to the average of the Executive’s Bonus paid or payable for the last two
      calendar years preceding the Date of Termination, all payable as of the date
      of
      the first payroll that is not less than 60 days following the Date of
      Termination, or as soon as administratively practicable thereafter;

     

    (iii)           continued
      participation in the group health insurance and group life insurance benefits
      which the Executive would have been eligible to participate in or receive on
      the
      day prior to the Date of Termination (“Insurance Programs”) beginning on the
      Date of Termination and continuing for a period of one year, but only to the
      extent the Executive continues to qualify for participation
      therein.  The Company will provide health insurance and life insurance
      benefits for the Executive if he is not permitted to continue participation
      in
      those Insurance Programs for a period of one year from the Date of Termination;
      provided, however, the amount of these benefits will be limited to an amount
      equal to 110% of the Company’s cost of providing the benefits under the
      Insurance Programs.

     

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

     

    (v)           cash
      reimbursement for reasonable expenses (as determined by the Board in its sole
      discretion) actually incurred by the Executive in searching for new employment
      during the one-year period following the Date of Termination and limited to
      no
      greater than $20,000.  Each reimbursement will be paid to the
      Executive within 30 days following the receipt by the Company of a valid claim
      substantiating the expense; and

     

    (vi)           notwithstanding
      the foregoing, all options granted to the Executive to purchase shares of common
      stock of the Holding Company and all shares of restricted stock of the Holding
      Company (whether such options and restricted shares are vested or unvested)
      shall be treated in accordance with the applicable plan and award agreement(s)
      between the Holding Company and the Executive.

     

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

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


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

     

    (ii)           Suspension
      of Payments to Specified Employees. To the extent such suspension is
      required by Section 409A of the Internal Revenue Code of 1986, as amended
      (“Code”) or Treasury Regulations issued pursuant to Code Section 409A, if an
      amount is payable to the Executive due to the Executive’s Separation from
      Service for a reason other than the Executive’s death, and if at the time of the
      Separation from Service the Executive is a “Specified Employee,” payment of all
      amounts which constitute deferred compensation under Code Section 409A to the
      Executive under the Agreement will be suspended for six months following such
      Separation from Service.  The Executive will receive payment of such
      amounts on the first day following the six-month suspension period.

     

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

     

    (B)           The
      Executive is a “Key Employee” if at any time during the 12-month period ending
      on an Identification Date the Executive is: (i) an officer of the Company having
      annual compensation greater than $140,000 (as adjusted in the same manner as
      under Code Section 415(d) except
      that the base period will
      be the calendar quarter beginning July
      1, 2001, and any increase under this sentence which is
      not a multiple of
      $5,000 will
      be rounded to the next lower multiple
      of $5,000); (ii) a five-percent owner of the Company; or (iii) a
      one-percent owner of the Company having an annual compensation greater than
      $150,000.  For purposes of determining whether an Executive is an
      officer under clause (i), nor more than 50 employees (or, if lesser, the greater
      of three or ten percent of the employees) will be treated as officers, and
      those
      categories of employees listed in Code Section 414(q)(5) will be
      excluded.

     

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

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (e)           Certain
      Limitations.  All amounts payable to the Executive pursuant to
      this Section 5 will be subject to the following limitations:

     

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

     

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

     

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

     

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

     

    (a)           Access
      to Confidential Information.  The Executive understands,
      acknowledges and agrees that during the course of his employment with the
      Company he has gained or will gain information regarding, knowledge of and
      familiarity with the Confidential Information (as defined in subsection 6(c))
      of
      the Company and any Affiliates and that if the Confidential Information was
      disclosed by the Executive, the Company or Affiliate would suffer irreparable
      damage and harm.  The Executive understands, acknowledges and agrees
      that the Confidential Information derives substantial economic value from,
      among
      other reasons, not being known or readily ascertainable by proper means by
      others who could obtain economic value therefrom upon disclosure.  The
      Executive acknowledges and agrees that the Company and all Affiliates use
      reasonable means to maintain the secrecy and confidentiality of the Confidential
      Information.

     

    (b)           Non-Disclosure.  At
      all times while the Executive is employed by the Company or any Affiliate,
      and
      at all times thereafter, the Executive will not (i) directly or indirectly
      disclose, provide or discuss any Confidential Information (as defined in
      subsection 6(c)) with or to any Person 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 Executive’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,

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    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
      Executive agrees that all Confidential Information is confidential and is and
      at
      all times will 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” will
      mean any natural person, proprietorship, partnership, corporation, limited
      liability corporation, bank, organization, firm, business, joint venture,
      association, trust or other entity and any government agency, body or
      authority.

     

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

     

    (i)           to
      keep all Confidential Information subject to the Company’s 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 Executive’s
      possession or control at the termination of the Executive’s employment with the
      Company; and

     

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

     

    Section
      7.    Non-Competition.

     

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

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    member,
      partner, proprietor, principal, director, officer, employee, manager, agent,
      representative, independent contractor, consultant or otherwise:

     

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

     

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

     

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

     

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

     

    Section
      8.     Non-Solicitation.

     

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

     


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


     

    proprietor,
      principal, director, officer, employee, manager, agent, representative,
      independent contractor, consultant or otherwise:

     

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

     

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

     

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

     

    Section
      9.    Periods of Noncompliance and Reasonableness of
      Periods.

     

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

     

     

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

     

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

     

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

     

     

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

     

    Section
      10.    Survival of Certain
      Provisions.

     

    Upon
      any
      termination of the Executive’s employment with the Company, the Executive and
      the Company hereby expressly agree that the provisions of Sections 5, 6, 7,
      8,
      9, 10, 11, 12 and 13 will continue to be in full force and effect and binding
      upon the Executive and the Company in accordance with the applicable respective
      provisions of such Sections.

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Section
      11.    Remedies.

     

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

     

    Section
      12.    Indemnification.

     

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

     

    Section
      13.                                Miscellaneous.

     

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

     

    (b)           Waiver.  Either
      party hereto may, by a writing signed by the waiving party, waive the
      performance by the other party of any of the covenants or agreements to be
      performed by such other party under this Agreement.  The waiver by
      either party hereto of a breach of or

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    noncompliance
      with any provision of this Agreement will not operate or be construed as a
      continuing waiver or a waiver of any other or subsequent breach or noncompliance
      hereunder.  The failure or delay of either party at any time to insist
      upon the strict performance of any provision of this Agreement or to enforce
      its
      rights or remedies under this Agreement will not be construed as a waiver or
      relinquishment of the right to insist upon strict performance of such provision,
      or to pursue any of its rights or remedies for any breach hereof, at a future
      time.

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    ANY
      ATTORNEY, ACCOUNTANT OR ADVISOR FOR, THE BANK OR THE HOLDING
      COMPANY.

     

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

     

    (j)           Entire
      Agreement.  This Agreement supersedes all other prior
      understandings, commitments, representations, negotiations, contracts and
      agreements, whether oral or written, between the parties hereto relating to
      the
      matters contemplated hereby and constitute the entire understanding and
      agreement between the parties hereto relating to the subject matter
      hereof.  In particular, this Agreement supersedes, cancels and
      replaces the agreement between the Bank and the Executive dated October 7,
      1999
      and all amendments and addendums thereto.

     

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

     

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

     

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

     

    


    
      	
              If
                to the Company:

            	
              Horizon
                Bancorp

            
	 	
              Attention:
                Chairman of the Board of Directors

            
	 	
              515
                Franklin Square

            
	 	
              Michigan
                City, Indiana 46360

            
	 	
              Telephone:
                (219) 879-0211

            
	 	
              Facsimile:
                (219) 873-2628

            
	 	 
	
              With
                a copy to (which

            	
              Krieg
                DeVault llp

            
	
              will
                not constitute notice):

            	
              Attention:
                Sharon B. Hearn, Esq.

            
	 	
              One
                Indiana Square, Suite 2800

            
	 	
              Indianapolis,
                Indiana 46204

            


    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    


    
      	 	
              Telephone:
                (317) 636-4341

            
	 	
              Facsimile:
                (317) 636-1507

            
	 	 
	
              If
                to the Executive:

            	
              Thomas
                H. Edwards

            
	 	
              1656
                N. 500 W.

            
	 	
              LaPorte,
                IN  46350

            


    

    


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

     

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

     

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

     

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

     

    (p)           Successors.  The
      Company will require any successor (whether direct or indirect, by purchase,
      merger, consolidation, share exchange, combination or otherwise) to all or
      substantially all of the business, assets or voting securities of the Bank
      or
      the Holding Company to expressly assume and agree, in writing, to perform this
      Agreement in, and any successor will absolutely and unconditionally assume
      all
      of the Company’s obligations hereunder to, the same manner and extent, and upon
      the same terms and conditions, that the Company would be required to perform
      it
      if no such succession had taken place.  Failure of the Company to
      obtain such agreement prior to the effectiveness of any such succession will
      be
      a material breach of this Agreement by the Company and will entitle the Employee
      to terminate his employment with the Company for Good Reason pursuant to
      subsection 4(c).  As used in this Agreement, the Company will mean the
      Company as hereinbefore defined and any successor to their business, assets
      or
      voting securities as aforesaid.

     

    (q)           Tax
      Payments.  Anything in this Agreement to the contrary
      notwithstanding, in the event the Company’s independent public accountants
      determine that any payment by the Company to or for the benefit of the
      Executive, whether paid or payable pursuant to the terms of this Agreement,
      would be non-deductible by the Company for federal income tax purposes because
      of Code Section 280G, the amount payable to or for the benefit of the Executive
      pursuant to the Agreement will be reduced (but not below zero) to the Reduced
      Amount.  For

     


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    purposes
      of this Agreement, the “Reduced Amount” will be the amount which maximizes the
      amount payable without causing the payment to be non-deductible by the Company
      because of Code Section 280G.

     

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

    


    
      	
              HORIZON
                BANK, N.A.

            	 	
              ATTEST

            
	 	 	 	 	 
	 	 	 	 	 
	
              By:

            	/s/
              Craig M. Dwight	 	
              By:

            	/s/
              Robert E. Swinehart
	 	
              Craig
                M. Dwight, Chairman and

            	 	 	
              Robert
                E. Swinehart,

            
	 	
              Chief
                Executive Officer

            	 	 	
              Immediate
                Past Chairman

            
	 	 	 	 	
              Compensation
                Committee

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              HORIZON
                BANCORP

            	 	
              EXECUTIVE

            
	 	 	 	 	 
	 	 	 	 	 
	
              By:

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

              

            	 	
              Thomas
                H. Edwards

            
	 	
               

            	 	 	 


    

    


     

    


    20