Horizon Bancorp Inc 8-K/A, filed Apr 17, 2025
Horizon Bancorp Inc (HBNC)
8-K/A
2025-04-17
For: 2025-04-15
View Original
Added on
April 11, 2026
About this 8-K/A
Horizon Bancorp Inc filed this 8-K/A on April 17, 2025, reporting on events of April 15, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 15, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
(219 ) 879-0211
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 15, 2025, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Horizon Bancorp, Inc. (“Horizon” or the “Company”) approved and adopted amended forms of award agreements for the grant of performance-based vesting and time-based vesting restricted stock under the Horizon Bancorp, Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”). The amended forms of award agreements will govern grants of restricted stock awarded by the Committee after April 15, 2025, as well as certain grants made to executive officers of Horizon on March 18, 2025 under award agreements which have been amended to conform to the new forms of award agreements, as further described below.
Amended Award Agreement for Restricted Stock – Performance-Based Vesting
The amended award agreement for performance-based vesting restricted stock amended the performance period and performance goals provisions of the agreement. Under the amended agreement, the performance period in Section 3 for awards of restricted stock is now specified as a three-year period beginning on January 1 of the first year of the performance period and ending on December 31 of the third year of the performance period. In addition, under the amended award agreement, the performance goals related to awards of restricted stock are now as follows:
•the Core Return on Average Assets performance goal is based on the percentile rank of the Company over the performance period relative to its peers for the Company’s average performance measured by Core Return on Average Assets (as reported by S&P Global Market Intelligence), i.e., the summation of performance for calendar years one, two, and three, divided by three; and
•the Total Shareholder Return performance goal is based on the percentile rank at the end of the performance period relative to the Nasdaq Bank Index.
Each of the two performance goals set forth above is weighted 50%. The amended award agreement describes the method for calculating Core Return on Average Assets and Total Shareholder Return. The amended award agreement also provides that if the foregoing performance goals are satisfied, the percentage of restricted stock that will be earned, vested, and payable in accordance with the agreement will be based on certain “Target Benchmarks” set forth in the agreement, which range from a weighted result of less than 25% corresponding to a 0% payout, to a weighted result of 76% or more corresponding to a 150% payout.
Amended Award Agreement for Restricted Stock – Time-Based Vesting
The amended award agreement for time-based vesting restricted stock amended the vesting period to provide that shares of restricted stock vest equally over a three-year period from the date of grant. Fractional shares that vest on the first two vesting dates will be rounded down, with a reconciliation of the remaining shares made on the last vesting date. No other amendments were made to the form of this award agreement.
The foregoing descriptions of the amended award agreements are not complete and are qualified in their entirety by reference to the full text of the amended award agreements, copies of which are filed herewith as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
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Amendments to Outstanding Restricted Stock Awards
On March 18, 2025, the Committee granted awards of restricted stock to each of the Company’s named executive officers under the prior form of award agreement for time-based vesting restricted stock. Pursuant to these awards, the following shares of restricted stock were granted to the named executive officers: Thomas M. Prame – 19,107 shares; Kathie A. DeRuiter – 3,525 shares; Mark E. Secor – 3,149 shares; John R. Stewart – 6,350 shares; Todd A. Etzler – 2,865 shares; and Lynn M. Kerber – 3,801 shares. Under the prior form of award agreement (the material terms of which were previously publicly disclosed by the Company), the shares of restricted stock granted to each named executive officer vested on the anniversary of the grant date, provided the officer remained an eligible participant in the Plan on such date. Upon the adoption of the amended forms of award agreements by the Committee described above, the Company entered into amended award agreements on April 15, 2025, to be effective as of March 18, 2025 with each of the named executive officers with respect to the outstanding restricted stock awards, such that the awards are now governed by the newly amended form of award agreement for time-based vesting restricted stock approved by the Committee. In this regard, the outstanding awards granted to each named executive officer now will vest equally over a three-year period, with one-third of the shares vesting on each of March 18, 2026, 2027, and 2028, provided the officer remains an eligible participant in the Plan on each such date, with any fractional shares rounded down on the first two vesting dates, with a reconciliation made on the last vesting date. The terms of each of the amended restricted stock awards are materially consistent with the form of award agreement for time-based vesting restricted stock, a copy of which is filed herewith as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward Looking Statements
This report may contain forward-looking statements regarding the financial performance, business prospects, growth, and operating strategies of Horizon. For these statements, Horizon claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Statements in this report should be considered in conjunction with the other information available about Horizon, including the information in the filings we make with the SEC. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance.
Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include: current financial conditions within the banking industry; changes in the level and volatility of interest rates, changes in spreads on earning assets and changes in interest bearing liabilities; increased interest rate sensitivity; the aggregate effects of elevated inflation levels in recent years; loss of key Horizon personnel; increases in disintermediation; potential loss of fee income, including interchange fees, as new and emerging alternative payment platforms take a greater market share of the payment systems; estimates of fair value of certain of Horizon’s assets and liabilities; changes in prepayment speeds, loan originations, credit losses, market values, collateral securing loans and other assets; changes in sources of liquidity;
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macroeconomic conditions and their impact on Horizon and its customers; legislative and regulatory actions and reforms; changes in accounting policies or procedures as may be adopted and required by regulatory agencies; litigation, regulatory enforcement, and legal compliance risk and costs; rapid technological developments and changes; cyber terrorism and data security breaches; the rising costs of cybersecurity; the ability of the U.S. federal government to manage federal debt limits; climate change and social justice initiatives; the inability to realize cost savings or revenues or to effectively implement integration plans and other consequences associated with mergers, acquisitions, and divestitures; acts of terrorism, war and global conflicts, such as the Russia and Ukraine conflict and the Israel and Hamas conflict; and supply chain disruptions and delays. These and additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Horizon’s reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K) filed with the SEC and available at the SEC’s website (www.sec.gov). Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Horizon does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.
Item 9.01 Financial Statements and Exhibits
| (d) Exhibits | ||||||||
| EXHIBIT INDEX | ||||||||
| Exhibit No. | Description | Location | ||||||
| Amended Form of Restricted Stock Award Agreement (performance-based) under 2021 Omnibus Equity Incentive Plan. | Attached | |||||||
| Amended Form of Restricted Stock Award Agreement (time-based) under 2021 Omnibus Equity Incentive Plan. | Attached | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | Within the Inline XBRL document | ||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | April 16, 2025 | HORIZON BANCORP, INC. | |||||||||
| By: | /s/ John R. Stewart, CFA | ||||||||||
| John R. Stewart, CFA | |||||||||||
| Executive Vice President & Chief Financial Officer | |||||||||||
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2021 OMNIBUS EQUITY INCENTIVE PLAN AWARD AGREEMENT RESTRICTED STOCK–PERFORMANCE-BASED VESTING SUMMARY Grant Date: Number of Shares of Restricted Stock: Performance Period: January 1, 20__ to December 31, 20__ THIS AWARD AGREEMENT (the “Agreement”), is entered into and effective as of ______________, 20__, between Horizon Bancorp, Inc., an Indiana corporation (the “Company”), and __________________, an eligible participant (the “Participant”) in the Horizon Bancorp, Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in the Plan. WHEREAS, the Company has adopted the Plan to further the growth and financial success of the Company and its Affiliates by aligning the interests of Participants, through the ownership of shares of Stock and through other incentives, with the interests of the Company’s shareholders; to provide Participants with an incentive for excellence in individual performance; to promote teamwork among Participants; to provide flexibility to the Company in its ability to motivate, attract and retain the services of Participants who make significant contributions to the Company’s success; and to allow Participants to share in the success of the Company; and WHEREAS, the Participant has been designated by the Committee as an individual to whom Restricted Stock should be granted as determined from the duties performed, the initiative and industry of the Participant, and/or his or her potential contribution to the future development, growth and prosperity of the Company. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Participant agree as follows: 1. Award of Restricted Stock. The Company hereby awards to the Participant, effective as of the date the Committee granted the award (the “Grant Date”), ___________________ (0,000) shares of Stock of the Company (hereinafter, the “Restricted Stock”), subject to the terms and conditions of this Agreement and the provisions of the Plan. All provisions of the Plan, including defined terms, are incorporated herein and expressly made a part of this Agreement by reference. 2. Grant Date. The Grant Date of the award of Restricted Stock is ___________________. 3. Performance Period. The “Performance Period” related to this award of Restricted Stock is the three-year period beginning on January 1, 20__ and ending on December 31, 20__. 4. Performance Goals. The “Performance Goals” for the Performance Period are specified in Schedule A1 based, in the case of Core Return on Average Assets, on the percentile rank of the Company over the Performance Period relative to its Peers as determined by the Compensation Committee for the Company’s average performance measured by Core Return on
AWARD AGREEMENT PAGE 2 RESTRICTED STOCK (PERFORMANCE-BASED) Average Assets (S&P Global Market Intelligence) (i.e., the summation of performance for calendar years one, two, and three, divided by three) and, in the case of cumulative Total Shareholder Return, on the percentile rank at the end of the Performance Period relative to the Nasdaq Bank Index, each weighted as shown below. Only banks which have reported year-end results by March 1st or that have not merged out of or otherwise are not included in the Peer Group will be considered for comparison purposes. In the event S&P Global Market Intelligence LLC (or any successor) ceases to report appliable financial data, the Committee will engage an independent compensation consultant to assist the Committee in selecting a new bank index for purposes of determining if a Performance Goal has been met. The peer group for comparison is the peer group for the year of the Grant Date, and if none has been selected for the current Grant Date, the most recent past peer group will be used. • 50% -- Percentile Position of Core Return on Average Asset Relative to Peers (S&P Global) – Net income after taxes and before extraordinary items, less net income attributable to noncontrollable interest, gain on sale/loss of securities, amortization of intangibles, goodwill, and nonrecurring items. • 50% Percentile Position of the Total Shareholder Return Relative to Nasdaq Bank Index – The TSR relative to the NASDAQ Bank Index. 5. Calculations For calculating Core Return on Average Assets, all adjusted items are tax effected at the statutory corporate tax rate, which is 21% as of this grant date, but subject to change. Core net income, as defined herein, is then divided by average total assets. For calculating relative Total Shareholder Return, the beginning stock price is the average closing price of the Company’s common stock over the 20 consecutive trading days immediately prior to the Grant Date and the ending stock price is the average closing price of the Company’s common stock over the 20 consecutive trading days ending on the last day of the Performance Period. Dividends shall include only dividends actually paid during the Performance Period. 6. Performance-Based Vesting Requirements. The Participant will earn the Restricted Stock and the Restricted Stock will vest for the Performance Period (a) to the extent the Performance Goals are satisfied in accordance with Schedule A, and (b) only if the Service based vesting requirements in Section 7 below also have been satisfied, except as otherwise provided in the Plan. If the Performance Goals are satisfied, the percentage of the Restricted Stock that will be earned, vested, and payable in accordance with this Agreement shall be based on the “Target Benchmarks” contained in Schedule A2. If the Performance Goals are not satisfied, the Restricted Stock eligible to be earned and vested during the Performance Period will be forfeited effective as of the last day of the Performance Period. 7. Service-Based Vesting Requirements. The Participant will satisfy the Service- based vesting requirements if the Participant does not incur a Termination of Service prior to the last day of the Performance Period. 8. Termination of Service. Notwithstanding any other provision of this Agreement, unless otherwise determined by the Committee in its sole discretion, in the event of the Participant’s Termination of Service for any reason other than death, Disability or Retirement, all unvested Restricted Stock shall be forfeited effective as of the date of the Participant’s Termination of
AWARD AGREEMENT PAGE 3 RESTRICTED STOCK (PERFORMANCE-BASED) Service. In the event of the Participant’s Termination of Service by reason of death, Disability or Retirement, unvested Restricted Stock shall become vested only to the extent and under the circumstances provided in the Plan. 9. Change in Control. Notwithstanding any other provision of this Agreement to the contrary, the Restricted Stock shall become vested upon a Change in Control of the Company only to the extent and under the circumstances provided in the Plan. 10. Pass-Through of Dividends and Voting Rights. Unless otherwise determined by the Committee in its sole discretion, the Participant shall be entitled to (a) receive all cash dividends paid with respect to the Restricted Stock, and (b) exercise all voting rights associated with the Restricted Stock, regardless of whether the Performance Period has expired. 11. Participant’s Representations. The Participant represents to the Company that: (a) The terms and arrangements relating to the grant of Restricted Stock and the offer thereof have been arrived at or made through direct communication with the Company or a person acting on its behalf and the Participant; (b) The Participant has access to the financial statements and other SEC filings, including a recent balance sheet and income statement, of the Company, and as an Employee, Consultant or Director of the Company or one of its Affiliates: (i) is thoroughly familiar with the Company’s business affairs and financial condition; and (ii) has been provided with or has access to such information (and has such knowledge and experience in financial and business matters that the Participant is capable of utilizing such information) as is necessary to evaluate the risks, and make an informed investment decision with respect to, the grant of Restricted Stock; and (c) The Restricted Stock is being acquired in good faith for investment purposes and not with a view to, or for sale in connection with, any distribution thereof. 12. Nontransferability. Until the Restricted Stock becomes earned and vested based on achievement or satisfaction of the performance-based requirements and the Service-based requirements, the Restricted Stock cannot be (a) sold, transferred, assigned, margined, encumbered, bequeathed, gifted, alienated, hypothecated, pledged or otherwise disposed of, whether by operation of law, whether voluntarily or involuntarily or otherwise, or (b) subject to execution, attachment or similar process. Any attempted or purported transfer of Restricted Stock in contravention of this Section or the Plan shall be null and void and of no force or effect whatsoever. 13. Issuance of Shares. At or within a reasonable period of time following execution of this Agreement, the Company will issue, in book entry form, the Restricted Stock, using a restricted book entry account with the Company’s transfer agent. Within a reasonable period of time after the Restricted Stock becomes earned and vested based on the performance-based requirements and the Service-based requirements, the Company shall issue to the Participant the number of shares of Restricted Stock that are earned and vested in accordance with this Agreement, less any tax withholding required by this Agreement. Notwithstanding any other provision of this Agreement, the Company shall have no obligation to deliver any shares of Stock or make any other distribution of benefits under the Plan unless such delivery or distribution complies with all
AWARD AGREEMENT PAGE 4 RESTRICTED STOCK (PERFORMANCE-BASED) applicable laws (including the requirements of the Securities Act), and the applicable requirements of any Exchange or similar entity. As a further condition to the issuance of shares of Stock, the Company may require a Participant to make any representation or warranty that the Company deems necessary or advisable under any applicable law or regulation. 14. Restrictive Legends. A legend may be placed on any certificate(s) or other document(s) delivered to the Participant indicating restrictions on transferability of the Restricted Stock pursuant to this Agreement or any other restrictions that the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any applicable federal or state securities laws or any stock exchange on which the Stock is then listed or quoted. In the event the Participant is an “affiliate” of the Company (as defined by Rule 144 promulgated under the Securities Act of 1933, as amended), the Company may require the transfer agent to apply affiliate transfer restrictions to the Stock, and apply the following legend, in substantially the following form, to physical certificates delivered, if any: “THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE IS AN “AFFILIATE” OF THE COMPANY (AS DEFINED BY RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED), AND THEREFORE, THE SHARES ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS.” 15. Income and Employment Tax Withholding. The Participant shall be solely responsible for paying to the Company all required federal, state, city and local income and employment taxes which arise when the Restricted Stock vests. The Committee, in its sole discretion and subject to such rules as it may adopt, shall require the Participant to satisfy any withholding tax obligation by having the Company withhold a number of shares of Restricted Stock otherwise vesting that would satisfy the tax withholding in an amount up to a Participant’s highest marginal rate, provided such withholding does not trigger liability accounting under FASB ASC Topic 718 or its successor, based on the Fair Market Value of a share of Stock on the vesting date. 16. Section 83(b) Election. The Participant may make an election under Code Section 83(b) (a “Section 83(b) Election”) with respect to the Restricted Stock. Any such election must be made within thirty (30) days after the Grant Date. If the Participant elects to make a Section 83(b) Election, the Participant shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the U.S. Internal Revenue Service. The Participant agrees to assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the U.S. Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election. 17. Mitigation of Excise Tax. The Participant acknowledges that the Restricted Stock issued hereunder is subject to reduction by the Committee for the reasons specified in Section 7.18 of the Plan. 18. Indemnity. The Participant hereby agrees to indemnify and hold harmless the Company and its Affiliates (and their respective directors, officers and employees), and the Committee, from and against any and all losses, claims, damages, liabilities and expenses based upon or arising out of the incorrectness or alleged incorrectness of any representation made by Participant to the Company or any failure on the part of the Participant to perform any agreement contained herein. The Participant hereby further agrees to release and hold harmless the Company and its
AWARD AGREEMENT PAGE 5 RESTRICTED STOCK (PERFORMANCE-BASED) Affiliates (and their respective directors, officers and employees), including the Committee, from and against any tax liability, including without limitation, interest and penalties, incurred by the Participant in connection with the Participant’s participation in the Plan. 19. Financial Information. The Company hereby undertakes to make available to the Participant, so long as the Restricted Stock award is in effect and unvested, a balance sheet and income statement of the Company with respect to any fiscal year of the Company ending on or after the date of this Agreement. The Company has made this information available on the Company’s website at www.horizonbank.com under About Us – Investor Relations at “Financial Information” (financial highlights) and at “Documents – SEC Filings” (Form 10-K audited financial statements and Form 10-Q unaudited quarterly financial statements). Upon written request, the Company will provide a paper copy of the balance sheet and income statement. 20. Changes in Stock. In the event of any change in the Stock, as described in the Plan, the Committee shall make the appropriate adjustment or substitution to or of the shares of Restricted Stock, all as provided in the Plan. The Committee’s determination in this respect shall be final and binding upon all parties. 21. Severability. In case any one or more of the provisions (or any portion thereof) contained herein will, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions (or portion thereof) had never been contained herein. If any provision of this Agreement shall be determined by a court of competent jurisdiction to be unenforceable because of the provision’s scope, duration or other factor, then such provision shall be considered divisible and the court making such determination shall have the power to reduce or limit (but not increase or make greater) such scope, duration or other factor or to reform (but not increase or make greater) such provision to make it enforceable to the maximum extent permitted by law, and such provision shall then be enforceable against the appropriate party hereto in its reformed, reduced or limited form; provided, however, that a provision shall be enforceable in its reformed, reduced or limited form only in the particular jurisdiction in which a court of competent jurisdiction makes such determination. 22. No Right to Continued Service. Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position as an Employee, Consultant or Director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to effect a Termination of Service of the Participant at any time, with or without Cause. 23. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. 24. Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, and administrators.
AWARD AGREEMENT PAGE 6 RESTRICTED STOCK (PERFORMANCE-BASED) 25. Amendment. The Committee has the right to amend, alter, suspend, discontinue, or cancel this Agreement, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Participant’s material rights under this Agreement without the Participant’s consent. In addition, the Committee may amend the Plan or this Agreement to conform to any present or future law (including, but not limited to, Internal Revenue Code Section 409A) or avoid certain adverse accounting effects, as described in the Plan. 26. Clawback Policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the federal securities laws, any Participant who is subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the twelve-month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document embodying such financial reporting requirement. In addition, Awards granted hereunder are subject to any clawback policy adopted by the Board from time to time. 27. Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions of the Plan and this Agreement, and accepts the Restricted Stock subject to all of the terms and conditions of the Plan and this Agreement. The Participant acknowledges that there may be adverse tax consequences upon the grant or vesting of the Restricted Stock or disposition of the underlying shares of Stock and that the Participant has been advised to consult a tax advisor prior to such grant, vesting or disposition. 28. Effect of Headings. The descriptive headings of the Sections and, where applicable, subsections of this Agreement are inserted for convenience and identification only and do not constitute a part of this Agreement for purposes of interpretation. 29. Controlling Laws. Except to the extent superseded by the laws of the United States, the laws of the State of Indiana, without reference to the choice of law principles thereof, shall be controlling in all matters relating to this Agreement. 30. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and each of which may be delivered by facsimile, e-mail, electronic signature (including, but not limited to, DocuSign® or Adobe Sign), or other functionally equivalent electronic means of transmission, and these counterparts will together constitute one and the same instrument. The parties agree that these forms of signatures shall be treated the same as handwritten signatures for the purposes of validity, enforceability and admissibility. [Signature page follows]
AWARD AGREEMENT PAGE 7 RESTRICTED STOCK (PERFORMANCE-BASED) IN WITNESS WHEREOF, the Company, by its officer thereunder duly authorized, and the Participant, have caused this Award Agreement to be executed as of the day and year first above written. HORIZON BANCORP, INC. By: Thomas M. Prame Chief Executive Officer PARTICIPANT <Name>
AWARD AGREEMENT PAGE 8 RESTRICTED STOCK (PERFORMANCE-BASED) SCHEDULE A1 – PERFORMANCE GOALS Metric Weight Return on Average Assets: The Core ROAA for the Company relative to peers ROAA as determined by the Compensation Committee for the banks included in the S&P Global. 50% Total Shareholders Return: The TSR relative to the NASDAQ Bank Index 50% SCHEDULE A2 - TARGET BENCHMARK Weighted Result Payout <25% 0% 25% - 35% 35% 36% - 45% 75% 46% - 55% 100% 56% - 75% 125% 76%+ 150%
AWARD AGREEMENT RESTRICTED STOCK – TIME-BASED VESTING SUMMARY Grant Date: __________, 2025 Number of Shares of Restricted Stock: Vesting Dates: Three Year Vesting Schedule (See § 3) THIS AWARD AGREEMENT (the “Agreement”), is entered into and effective as of ____________, 20___, between Horizon Bancorp, Inc., an Indiana corporation (the “Company”), and ________________________, an eligible participant (the “Participant”) in the Horizon Bancorp, Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in the Plan. WHEREAS, the Company has adopted the Plan to further the growth and financial success of the Company and its Affiliates by aligning the interests of Participants, through the ownership of shares of Stock and through other incentives, with the interests of the Company’s shareholders; to provide Participants with an incentive for excellence in individual performance; to promote teamwork among Participants; to provide flexibility to the Company in its ability to motivate, attract and retain the services of Participants who make significant contributions to the Company’s success; and to allow Participants to share in the success of the Company; and WHEREAS, the Participant has been designated by the Committee as an individual to whom Restricted Stock should be granted as determined from the duties performed, the initiative and industry of the Participant, and/or his or her potential contribution to the future development, growth and prosperity of the Company. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Participant agree as follows: 1. Award of Restricted Stock. The Company hereby awards to the Participant, effective as of the date the Committee granted the award (the “Grant Date”), XX,XXX shares of Stock of the Company (hereinafter, the “Restricted Stock”), subject to the terms and conditions of this Agreement and the provisions of the Plan. All provisions of the Plan, including defined terms, are incorporated herein and expressly made a part of this Agreement by reference. 2. Grant Date. The Grant Date of the award of Restricted Stock is _______________, 2025. 3. Period of Restriction and Vesting. The “Period of Restriction” shall for each vesting group of shares begin on the Grant Date and end, except as otherwise provided in Sections 4 and 5 of this Agreement, on the date the shares of Restricted Stock become vested. For purposes of this Agreement, the shares of Restricted Stock shall become vested on the following schedule: (i) 33-1/3% of the shares of the Restricted Stock on the one-year anniversary of the Grant Date, (ii) 33-1/3% of the shares of the Restricted Stock on the two-year anniversary of the Grant Date, and (iii) the balance of the shares of the Restricted Stock on the three-year anniversary of the Grant Date, provided that the Participant remains an eligible participant in the Plan on each such date.
AWARD AGREEMENT PAGE 2 RESTRICTED STOCK (TIME-BASED) Fractional shares shall be rounded down on the first two vesting dates (and reconciled on the last vesting date) with vesting amounts as follows: Year 1 Vesting Shares Year 2 Vesting Shares Year 3 Vesting Shares 4. Change in Control. Notwithstanding any other provision of this Agreement to the contrary, the Restricted Stock shall become vested upon a Change in Control of the Company only to the extent and under the circumstances provided in the Plan. 5. Termination of Service. Notwithstanding any other provision of this Agreement, unless otherwise determined by the Committee in its sole discretion, in the event of the Participant’s Termination of Service for any reason other than death, Disability or Retirement, all unvested Restricted Stock shall be forfeited effective as of the date of the Participant’s Termination of Service. In the event of the Participant’s Termination of Service by reason of death, Disability or Retirement, unvested Restricted Stock shall become vested only to the extent and under the circumstances provided in the Plan. 6. Pass-Through of Dividends and Voting Rights. Unless otherwise determined by the Committee in its sole discretion, the Participant shall be entitled to (a) receive all cash dividends paid with respect to the Restricted Stock, and (b) exercise all voting rights associated with the Restricted Stock, regardless of whether the Period of Restriction has lapsed. 7. Participant’s Representations. The Participant represents to the Company that: (a) The terms and arrangements relating to the grant of Restricted Stock and the offer thereof have been arrived at or made through direct communication with the Company or a person acting on its behalf and the Participant; (b) The Participant has access to the financial statements and other SEC filings, including a recent balance sheet and income statement, of the Company, and as an Employee, Consultant or Director of the Company or one of its Affiliates: (i) is thoroughly familiar with the Company’s business affairs and financial condition; and (ii) has been provided with or has access to such information (and has such knowledge and experience in financial and business matters that the Participant is capable of utilizing such information) as is necessary to evaluate the risks, and make an informed investment decision with respect to, the grant of Restricted Stock; and (c) The Restricted Stock is being acquired in good faith for investment purposes and not with a view to, or for sale in connection with, any distribution thereof. 8. Nontransferability. Until the end of the Period of Restriction, the Restricted Stock cannot be (a) sold, transferred, assigned, margined, encumbered, bequeathed, gifted, alienated, hypothecated, pledged or otherwise disposed of, whether by operation of law, whether voluntarily or involuntarily or otherwise, or (b) subject to execution, attachment or similar process. Any attempted or purported transfer of Restricted Stock in contravention of this Section or the Plan shall be null and void and of no force or effect whatsoever; provided, however, that the shares of Restricted Stock
AWARD AGREEMENT PAGE 3 RESTRICTED STOCK (TIME-BASED) may be transferred to the Company in connection with exercise of an Option or for tax withholding as provided in the Plan. 9. Issuance of Shares. At or within a reasonable period of time following execution of this Agreement, the Company will issue, in book entry form, the Restricted Stock, using a restricted book entry account with the Company’s transfer agent. Within a reasonable period of time following the end of the Period of Restriction, the Company shall issue to the Participant the number of shares of Restricted Stock that are earned and vested in accordance with this Agreement, less any tax withholding required by this Agreement. Notwithstanding any other provision of this Agreement, the Company shall have no obligation to deliver any shares of Stock or make any other distribution of benefits under the Plan unless such delivery or distribution complies with all applicable laws (including the requirements of the Securities Act), and the applicable requirements of any Exchange or similar entity. As a further condition to the issuance of shares of Stock, the Company may require a Participant to make any representation or warranty that the Company deems necessary or advisable under any applicable law or regulation. 10. Restrictive Legends. A legend may be placed on any certificate(s) or other document(s) delivered to the Participant indicating restrictions on transferability of the Restricted Stock pursuant to this Agreement or any other restrictions that the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any applicable federal or state securities laws or any stock exchange on which the Stock is then listed or quoted. In the event the Participant is an “affiliate” of the Company (as defined by Rule 144 promulgated under the Securities Act of 1933, as amended), the Company may require the transfer agent to apply affiliate transfer restrictions to the Stock, and apply the following legend, in substantially the following form, to physical certificates delivered, if any: “THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE IS AN “AFFILIATE” OF THE COMPANY (AS DEFINED BY RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED), AND THEREFORE, THE SHARES ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS.” 11. Income and Employment Tax Withholding. The Participant shall be solely responsible for paying to the Company all required federal, state, city and local income and employment taxes which arise when the Restricted Stock vests. The Committee, in its sole discretion and subject to such rules as it may adopt, shall require the Participant to satisfy any withholding tax obligation by having the Company withhold a number of shares of Restricted Stock otherwise vesting that would satisfy the tax withholding in an amount up to a Participant’s highest marginal rate, provided such withholding does not trigger liability accounting under FASB ASC Topic 718 or its successor, based on the Fair Market Value of a share of Stock on the vesting date. 12. Section 83(b) Election. The Participant may make an election under Code Section 83(b) (a “Section 83(b) Election”) with respect to the Restricted Stock. Any such election must be made within thirty (30) days after the Grant Date. If the Participant elects to make a Section 83(b) Election, the Participant shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the U.S. Internal Revenue Service. The Participant agrees to assume full responsibility for ensuring that the Section
AWARD AGREEMENT PAGE 4 RESTRICTED STOCK (TIME-BASED) 83(b) Election is actually and timely filed with the U.S. Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election. 13. Mitigation of Excise Tax. The Participant acknowledges that the Restricted Stock issued hereunder is subject to reduction by the Committee for the reasons specified in Section 7.18 of the Plan. 14. Indemnity. The Participant hereby agrees to indemnify and hold harmless the Company and its Affiliates (and their respective directors, officers and employees), and the Committee, from and against any and all losses, claims, damages, liabilities and expenses based upon or arising out of the incorrectness or alleged incorrectness of any representation made by Participant to the Company or any failure on the part of the Participant to perform any agreement contained herein. The Participant hereby further agrees to release and hold harmless the Company and its Affiliates (and their respective directors, officers and employees), including the Committee, from and against any tax liability, including without limitation, interest and penalties, incurred by the Participant in connection with the Participant’s participation in the Plan. 15. Financial Information. The Company hereby undertakes to make available to the Participant, so long as the Restricted Stock award is in effect and unvested, a balance sheet and income statement of the Company with respect to any fiscal year of the Company ending on or after the date of this Agreement. The Company has made this information available on the Company’s website at www.horizonbank.com under About Us – Investor Relations at “Financial Information” (financial highlights) and at “Documents – SEC Filings” (Form 10-K audited financial statements and Form 10-Q unaudited quarterly financial statements). Upon written request, the Company will provide a paper copy of the balance sheet and income statement. 16. Changes in Stock. In the event of any change in the Stock, as described in the Plan, the Committee shall make the appropriate adjustment or substitution to or of the shares of Restricted Stock, all as provided in the Plan. The Committee’s determination in this respect shall be final and binding upon all parties. 17. Severability. In case any one or more of the provisions (or any portion thereof) contained herein will, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions (or portion thereof) had never been contained herein. If any provision of this Agreement shall be determined by a court of competent jurisdiction to be unenforceable because of the provision’s scope, duration or other factor, then such provision shall be considered divisible and the court making such determination shall have the power to reduce or limit (but not increase or make greater) such scope, duration or other factor or to reform (but not increase or make greater) such provision to make it enforceable to the maximum extent permitted by law, and such provision shall then be enforceable against the appropriate party hereto in its reformed, reduced or limited form; provided, however, that a provision shall be enforceable in its reformed, reduced or limited form only in the particular jurisdiction in which a court of competent jurisdiction makes such determination. 18. No Right to Continued Service. Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position as an Employee, Consultant or Director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to effect a Termination of Service of the Participant at any time, with or without Cause.
AWARD AGREEMENT PAGE 5 RESTRICTED STOCK (TIME-BASED) 19. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. 20. Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, and administrators. 21. Amendment. The Committee has the right to amend, alter, suspend, discontinue, or cancel this Agreement, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Participant’s material rights under this Agreement without the Participant’s consent. In addition, the Committee may amend the Plan or this Agreement to conform to any present or future law (including, but not limited to, Internal Revenue Code Section 409A) or avoid certain adverse accounting effects, as described in the Plan. 22. Clawback Policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the federal securities laws, any Participant who is subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the twelve-month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document embodying such financial reporting requirement. In addition, Awards granted hereunder are subject to any clawback policy adopted by the Board from time to time. 23. Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions of the Plan and this Agreement, and accepts the Restricted Stock subject to all of the terms and conditions of the Plan and this Agreement. The Participant acknowledges that there may be adverse tax consequences upon the grant or vesting of the Restricted Stock or disposition of the underlying shares of Stock and that the Participant has been advised to consult a tax advisor prior to such grant, vesting or disposition. 24. Effect of Headings. The descriptive headings of the Sections and, where applicable, subsections of this Agreement are inserted for convenience and identification only and do not constitute a part of this Agreement for purposes of interpretation. 25. Controlling Laws. Except to the extent superseded by the laws of the United States, the laws of the State of Indiana, without reference to the choice of law principles thereof, shall be controlling in all matters relating to this Agreement. 26. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and each of which may be delivered by facsimile, e-mail, electronic signature (including, but not limited to, DocuSign® or Adobe Sign), or other functionally equivalent electronic means of transmission, and these counterparts will together constitute one and the same instrument. The parties agree that these forms of signatures shall be treated the same as handwritten signatures for the purposes of validity, enforceability and admissibility. [Signature page follows]
AWARD AGREEMENT PAGE 6 RESTRICTED STOCK (TIME-BASED) IN WITNESS WHEREOF, the Company, by its officer thereunder duly authorized, and the Participant, have caused this Award Agreement to be executed as of the day and year first above written. HORIZON BANCORP, INC. By: Thomas M. Prame Chief Executive Officer PARTICIPANT