8-K

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): May 6, 2021

HORIZON BANCORP, INC.

(Exact name of registrant as specified in its charter)

Indiana	000-10792	35-1562417
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

515 Franklin Street

Michigan City, IN 46360

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value	HBNC	The NASDAQ Stock Market, LLC

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. ☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 6, 2021, at the 2021 Annual Meeting of Shareholders, the shareholders of Horizon Bancorp, Inc. (“Horizon” or the “Company”) approved the Horizon Bancorp, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) by a majority of votes cast on the proposal.

A primary reason for adopting the 2021 Plan is to replace the Horizon Bancorp, Inc. Amended and Restated 2013 Omnibus Equity Incentive Plan (the “2013 Plan”), which will expire on February 1, 2023, and which contains certain single trigger change-in-control provisions and liberal share recycling provisions that Horizon desires to eliminate. Awards under the 2013 Plan remain outstanding, but no new awards may be granted under the 2013 Plan.

A brief description of the 2021 Plan approved by the shareholders follows.

Purpose. The 2021 Plan is an equity-based incentive compensation plan designed to further the growth and financial success of Horizon by (i) aligning the interests of eligible participants (officers, employees, non-employee directors and certain outside consultants) with the interests of shareholders through awards of common shares and other equity incentives; and (ii) providing incentives for excellence, teamwork and retention.

Administration and Types of Awards. The 2021 Plan is administered by the Compensation Committee of the Company’s Board of Directors and provides for the following types of awards, all of which may be granted with time-based and/or performance-based vesting terms: incentive and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. “Other stock-based awards” refers to any other type of award involving Horizon’s common shares and any award that is valued in whole or in part by reference to Horizon’s common shares.

Selection. The Compensation Committee selects the participants based on their functions and responsibilities, the value of the services they provide to the Company and other factors that the Compensation Committee deems relevant.

Shares Subject to the 2021 Plan. The maximum number of common shares cumulatively available for issuance under the 2021 Plan will not exceed 1,787,548, consisting of 1,400,000 new common shares, plus 387,548 common shares rolled over and unused from the 2013 Plan. In addition, common shares subject to the 2021 Plan will include (i) common shares issued under the 2013 Plan that are forfeited, canceled or expire unexercised; and (ii) common shares settled in cash. Any common shares covered by an award that is forfeited or that remains unpurchased or undistributed upon termination or expiration of the award may be made the subject of further awards to the same or other participants. The 2021 Plan limits the number of common shares available for incentive stock options to 300,000.

Minimum Vesting Requirements. In general, the majority of the awards granted under the 2021 Plan must have a minimum vesting schedule of at least one year. Specifically, at least 95% of the awards granted will have a minimum vesting schedule of one year, subject to acceleration of vesting, to the extent permitted by the Compensation Committee or set forth in the 2021 Plan

2

or the applicable award agreement in the event of: (i) a termination of service for death, disability, or retirement; (ii) limited conditions relating to a change in control; and (iii) with respect to cash-based awards and substitute awards, in connection with a corporate transaction, such as a merger or sale of Horizon.

Clawback. Awards granted under the 2021 Plan are subject to Horizon’s clawback policy. If Horizon is required to prepare an accounting restatement due to material noncompliance as a result of misconduct with any financial reporting requirement under the federal securities laws, any 2021 Plan participant who is subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 shall reimburse Horizon 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 under the 2021 Plan are subject to any other clawback policy adopted by the Board of Directors from time to time.

The above discussion contains only a brief description of the 2021 Plan and is qualified in its entirety by reference to the complete 2021 Plan available as Appendix A to Horizon’s definitive proxy statement filed with the Securities and Exchange Commission on March 19, 2021, attached as Exhibit 10.1 hereto.

Forms for various types of awards that Horizon anticipates granting pursuant to the 2021 Plan are attached hereto as Exhibits 10.2 through 10.6.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 6, 2021, the Company held its Annual Meeting of Shareholders. Only holders of the Company’s common shares at the close of business on February 26, 2021 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, there were 43,919,098 common shares entitled to vote. A total of 37,551,588 common shares (85.50%), constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.

The Company’s shareholders voted on four (4) proposals at the Annual Meeting. The proposals are described in detail in the proxy statement filed by the Company with the Securities and Exchange Commission on March 19, 2021. The final results of the votes regarding each proposal are set forth below.

Proposal 1: Election of Directors

The Company’s shareholders elected four (4) directors to the Board of Directors to serve for three-year terms until the 2024 annual meeting of shareholders. The votes regarding this proposal were as follows:

	For		Withhold		Broker Non-Votes
Lawrence E. Burnell		28,075,379		948,169		8,528,040
Julie Scheck Freigang		28,360,555		662,993		8,528,040
Peter L. Pairitz		25,828,227		3,195,321		8,528,040
Spero W. Valavanis		27,163,827		1,859,721		8,528,040

3

Proposal 2: Approval of 2021 Omnibus Equity Incentive Plan

The Company’s shareholders approved the 2021 Omnibus Equity Incentive Plan. The votes regarding this proposal were as follows:

For	Against		Abstain		Broker Non-Votes
26,890,839		1,967,754		164,955		8,528,040

Proposal 3: Advisory Vote to Approve Executive Compensation

The Company’s shareholders voted to approve the compensation of the Company’s named executive officers, as disclosed in the proxy statement. The votes regarding this proposal were as follows:

For	Against		Abstain		Broker Non-Votes
27,182,152		1,255,851		585,545		8,528,040

Proposal 4: Ratification of Independent Registered Public Accounting Firm

The votes regarding the ratification of the appointment of BKD, LLP as the Company’s independent registered public accounting firm for 2021 were as follows:

For	Against		Abstain
36,435,138		1,046,969		69,481

4

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

EXHIBIT INDEX

Exhibit No.	Description	Location
10.1	2021 Omnibus Equity Incentive Plan	Incorporated by reference to Appendix A to definitive proxy statement for 2021 Annual Meeting of Shareholders
10.2	Form of Restricted Stock Award Agreement (time-based)	Attached
10.3	Form of Restricted Stock Award Agreement (performance-based)	Attached
10.4	Form of Restricted Stock Unit Award Agreement (time-based)	Attached
10.5	Form of Restricted Stock Unit Award Agreement (performance-based)	Attached
10.6	Form of Stock Option Award Agreement (time-based)	Attached
104	Cover Page Interactive Data File (Embedded within the Inline XBRL document)	Within the Inline XBRL document

5

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: May 11, 2021	HORIZON BANCORP, INC.
	By:	/s/ Mark E. Secor
		Mark E. Secor,
		Executive Vice President & Chief Financial Officer

6

EX-10.2

EXHIBIT 10.2

2021 OMNIBUS EQUITY INCENTIVE PLAN

AWARD AGREEMENT

RESTRICTED STOCK – TIME-BASED VESTING

SUMMARY

Grant Date:

Number of Shares of Restricted Stock:  

Vesting Date:

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             , 20    .

3.    Period of Restriction and Vesting. The “Period of Restriction” shall begin on the Grant Date and end, except as otherwise provided in Sections 4 and 5 of this Agreement, on the date

shares of Restricted Stock become vested. For purposes of this Agreement, the shares of Restricted Stock shall become vested on the                      anniversary of the Grant Date, provided the Participant remains an eligible participant in the Plan on such date.

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 may be transferred to the Company in connection with exercise of an Option or for tax withholding as provided in the Plan.

AWARD AGREEMENT RESTRICTED STOCK (TIME-BASED) PAGE 2

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 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.

AWARD AGREEMENT RESTRICTED STOCK (TIME-BASED) PAGE 3

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.

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.

AWARD AGREEMENT RESTRICTED STOCK (TIME-BASED) PAGE 4

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 RESTRICTED STOCK (TIME-BASED) PAGE 5

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.	OPTIONEE
By:
Signature	Signature
Printed	Printed
Title:	Job Title

AWARD AGREEMENT RESTRICTED STOCK (TIME-BASED) PAGE 6

EX-10.3

EXHIBIT 10.3

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             , 20    .

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 A based on a comparison of the Company’s average performance over the Performance Period (i.e., the summation of performance for calendar years one, two and three divided by three) for (a) return on common equity (“ROCE”), (b) compounded annual growth rate of total assets (“CAGR”), and (c) return on average assets (“ROAA”), all relative to the average performance for publicly-traded banks with total assets between $3 billion and $7 billion on the SNL Bank Index (the “SNL Index”) for ROCE, CAGR and ROAA over the Performance Period. Only banks which have reported year-end results by March 1^st will be considered for comparison purposes. In the event S&P Global Market Intelligence LLC (or any successor) ceases to publish the SNL Index, the Committee will engage an independent compensation consultant to assist the Committee in selecting a new bank index or bank peer group for purposes of determining if a Performance Goal has been met.

5.    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 6 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 determined through linear interpolation as set forth in Schedule B. 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.

6.    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.

7.    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.

8.    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.

9.    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.

AWARD AGREEMENT RESTRICTED STOCK (PERFORMANCE-BASED) PAGE 2

10.    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.

11.    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.

12.    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 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.

13.    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

AWARD AGREEMENT RESTRICTED STOCK (PERFORMANCE-BASED) PAGE 3

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.”

14.    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.

15.    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.

16.    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.

17.    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.

18.    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

AWARD AGREEMENT RESTRICTED STOCK (PERFORMANCE-BASED) PAGE 4

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.

19.    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.

20.    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.

21.    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.

22.    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.

23.    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.

24.    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.

AWARD AGREEMENT RESTRICTED STOCK (PERFORMANCE-BASED) PAGE 5

25.    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.

26.    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.

27.    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.

28.    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.

29.    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 RESTRICTED STOCK (PERFORMANCE-BASED) PAGE 6

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.	OPTIONEE
By:
Signature	Signature
Printed	Printed
Title:	Job Title

AWARD AGREEMENT RESTRICTED STOCK (PERFORMANCE-BASED) PAGE 7

SCHEDULE A

PERFORMANCE GOALS AND EARNINGS LEVELS FOR PERFORMANCE PERIOD

Performance Goal	Weight	Threshold 25%-49% Payout	Target 100%-149% Payout	Maximum 150% Payout
Return on Common Equity : The ROCE of the Company compared with the ROCE of the banks included in the SNL Bank Index.	34%	50th to 74th Percentile	75th to 84th Percentile	Greater than 84th Percentile
Compounded Annual Growth Rate of Total Assets: The CAGR of total assets for the Company compared with the CAGR of total assets for the banks included SNL Bank Index.	33%	50th to 74th Percentile	75th to 84th Percentile	Greater than 84th Percentile
Return on Average Assets: The ROAA for the Company compared with the ROAA for the banks included in the SNL Bank Index.	33%	50th to 74th Percentile	75th to 84th Percentile	Greater than 84th Percentile

AWARD AGREEMENT RESTRICTED STOCK (PERFORMANCE-BASED) PAGE 8

SCHEDULE B

LINEAR INTERPOLATION PAYOUT

Linear Interpolation Payouts
Threshold		Target		Maximum
Threshold Percentile	Payout %	Target Percentile	Linear Payout %	Target Percentile	Maximum Payout %
49	49	50	100	85% or higher	150% of Target
48	48	51	101
47	47	52	103
46	46	53	104
45	45	54	106
44	44	55	107
43	43	56	109
42	42	57	110
41	41	58	111
40	40	59	113
39	25	60	114
38	25	61	116
37	25	62	117
36	25	63	119
35	25	64	120
34	25	65	121
33	25	66	123
32	25	67	124
31	25	68	126
30	25	69	127
29	25	70	129
28	25	71	130
27	25	72	131
26	25	73	133
25	25	74	134
		75	136
		76	137
		77	139
		78	140
		79	141
		80	143
		81	144
		82	146
		83	147
		84	149

AWARD AGREEMENT RESTRICTED STOCK (PERFORMANCE-BASED) PAGE 9

EX-10.4

EXHIBIT 10.4

2021 OMNIBUS EQUITY INCENTIVE PLAN

AWARD AGREEMENT

RESTRICTED STOCK UNITS – TIME-BASED VESTING

SUMMARY

Grant Date:

Number of Restricted Stock Units:  

Vesting Date:

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 Units 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 Units. The Company hereby awards to the Participant, effective as of the date the Committee granted the award (the “Grant Date”),                      (0,000) Restricted Stock Units, 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 Units is             , 20    .

3.    Period of Restriction and Vesting. The “Period of Restriction” shall begin on the Grant Date and end, except as otherwise provided in Sections 4 and 5 of this Agreement, on the date the Restricted Stock Units become vested. For purposes of this Agreement, the Restricted Stock Units shall become vested on the                      anniversary of the Grant Date, provided the Participant remains an eligible participant in the Plan on such date.

4.    Change in Control. Notwithstanding any other provision of this Agreement to the contrary, the Restricted Stock Units 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 Units 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 Units shall become vested only to the extent and under the circumstances provided in the Plan.

6.    Pass-Through of Amount Equal to Dividends. Unless otherwise determined by the Committee in its sole discretion, the Participant shall be entitled to receive an amount equal to the cash dividends that would have been paid to a registered holder if the Restricted Stock Units were actual issued shares of Stock.

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

(a) The terms and arrangements relating to the grant of Restricted Stock Units 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 Units; and

(c) The Restricted Stock Units, and any underlying Stock, are 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 Restricted Stock Units become earned and vested based on the time-based requirements and Service-based requirements, the Restricted Stock Units

AWARD AGREEMENT RESTRICTED STOCK UNIT (TIME-BASED) PAGE 2

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 Units in contravention of this Section or the Plan shall be null and void and of no force or effect whatsoever.

9.    Issuance of Shares. Restricted Stock Units are grants denominated in shares of Stock, but they are not shares of Stock that are actually issued or awarded on the Grant Date. 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 Stock represented by the Restricted Stock Units that are earned and vested in accordance with this Agreement, less any tax withholding required by this Agreement; provided, however, that in the sole discretion of the Committee, determined at the time of settlement, a Restricted Stock Unit may be settled in cash based on the Fair Market Value of a share of Stock of the Company on the date of vesting. 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 Units or 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 Units vest. 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 Stock attributable to the Restricted Stock Units 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.

AWARD AGREEMENT RESTRICTED STOCK UNIT (TIME-BASED) PAGE 3

12.    Mitigation of Excise Tax. The Participant acknowledges that the Restricted Stock Units issued hereunder are subject to reduction by the Committee for the reasons specified in Section 7.18 of the Plan.

13.    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.

14.    Financial Information. The Company hereby undertakes to make available to the Participant, so long as the Restricted Stock Units 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.

15.    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 Restricted Stock Units, all as provided in the Plan. The Committee’s determination in this respect shall be final and binding upon all parties.

16.    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.

17.    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 RESTRICTED STOCK UNIT (TIME-BASED) PAGE 4

18.    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.

19.    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.

20.    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.

21.    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.

22.    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 Units 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 Units 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.

23.    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.

24.    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.

25.    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.

AWARD AGREEMENT RESTRICTED STOCK UNIT (TIME-BASED) PAGE 5

[Signature page follows]

AWARD AGREEMENT RESTRICTED STOCK UNIT (TIME-BASED) PAGE 6

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.	OPTIONEE
By:
Signature	Signature
Printed	Printed
Title:	Job Title

AWARD AGREEMENT RESTRICTED STOCK UNIT (TIME-BASED) PAGE 7

EX-10.5

EXHIBIT 10.5

2021 OMNIBUS EQUITY INCENTIVE PLAN

AWARD AGREEMENT

RESTRICTED STOCK UNITS–PERFORMANCE-BASED VESTING (“PERFORMANCE UNITS”)

SUMMARY

Grant Date:
Number of Restricted Stock Units:
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 Units 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 Units. The Company hereby awards to the Participant, effective as of the date the Committee granted the award (the “Grant Date”),                     (0,000) Restricted Stock Units, 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 Units is             , 20    .

3.    Performance Period. The “Performance Period” related to this award of Restricted Stock Units 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 A based on a comparison of the Company’s average performance over the Performance Period (i.e., the summation of performance for calendar years one, two and three divided by three) for (a) return on common equity (“ROCE”), (b) compounded annual growth rate of total assets (“CAGR”), and (c) return on average assets (“ROAA”), all relative to the average performance for publicly-traded banks with total assets between $3 billion and $7 billion on the SNL Bank Index (the “SNL Index”) for ROCE, CAGR and ROAA over the Performance Period. Only banks which have reported year-end results by March 1^st will be considered for comparison purposes. In the event S&P Global Market Intelligence LLC (or any successor) ceases to publish the SNL Index, the Committee will engage an independent compensation consultant to assist the Committee in selecting a new bank index or bank peer group for purposes of determining if a Performance Goal has been met.

5.    Performance-Based Vesting Requirements. The Participant will earn the Restricted Stock Units and the Restricted Stock Units 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 6 below also have been satisfied, except as otherwise provided in the Plan. If the Performance Goals are satisfied, the percentage of the Restricted Stock Units that will be earned, vested and payable in accordance with this Agreement shall be determined through linear interpolation as set forth in Schedule B. If the Performance Goals are not satisfied, the Restricted Stock Units eligible to be earned and vested during the Performance Period will be forfeited effective as of the last day of the Performance Period.

6.    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.

7.    Change in Control. Notwithstanding any other provision of this Agreement to the contrary, the Restricted Stock Units shall become vested upon a Change in Control of the Company only to the extent and under the circumstances provided in the Plan.

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 Units 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 Units shall become vested only to the extent and under the circumstances provided in the Plan.

9.    Pass-Through of Amount Equal to Dividends. Unless otherwise determined by the Committee in its sole discretion, the Participant shall be entitled to receive an amount equal to the cash dividends that would have been paid to a registered holder if the Restricted Stock Units were actual issued shares of Stock.

AWARD AGREEMENT FOR PERFORMANCE UNITS RESTRICTED STOCK UNITS (PERFORMANCE-BASED) PAGE 2

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

(a) The terms and arrangements relating to the grant of Restricted Stock Units 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 Units; and

(c) The Restricted Stock Units, and any underlying Stock, are being acquired in good faith for investment purposes and not with a view to, or for sale in connection with, any distribution thereof.

11.    Nontransferability. Until the Restricted Stock Units become earned and vested based on achievement or satisfaction of the performance-based requirements and the Service-based requirements, the Restricted Stock Units 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 Units in contravention of this Section or the Plan shall be null and void and of no force or effect whatsoever.

12.    Issuance of Shares. Restricted Stock Units are grants denominated in shares of Stock, but they are not shares of Stock that are actually issued or awarded on the Grant Date. Within a reasonable period of time after the Restricted Stock Units become earned and vested based on the performance-based and Service-based vesting requirements, the Company shall issue to the Participant the number of shares of Stock represented by the Restricted Stock Units that are earned and vested in accordance with this Agreement, less any tax withholding required by this Agreement, provided, however, that in the sole discretion of the Committee, determined at the time of settlement, a Restricted Stock Unit may be settled in cash based on the Fair Market Value of a share of Stock of the Company on the date of vesting. 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.

AWARD AGREEMENT FOR PERFORMANCE UNITS RESTRICTED STOCK UNITS (PERFORMANCE-BASED) PAGE 3

13.    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 Units or 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.”

14.    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 Units vest. 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 Stock attributable to the Restricted Stock Units 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.

15.    Mitigation of Excise Tax. The Participant acknowledges that the Restricted Stock Units issued hereunder are subject to reduction by the Committee for the reasons specified in Section 7.18 of the Plan.

16.    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.

17.    Financial Information. The Company hereby undertakes to make available to the Participant, so long as the Restricted Stock Units 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.

AWARD AGREEMENT FOR PERFORMANCE UNITS RESTRICTED STOCK UNITS (PERFORMANCE-BASED) PAGE 4

18.    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 Restricted Stock Units, all as provided in the Plan. The Committee’s determination in this respect shall be final and binding upon all parties.

19.    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.

20.    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.

21.    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.

22.    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.

23.    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.

AWARD AGREEMENT FOR PERFORMANCE UNITS RESTRICTED STOCK UNITS (PERFORMANCE-BASED) PAGE 5

24.    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.

25.    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 Units 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 Units 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.

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

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

28.    Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, 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 FOR PERFORMANCE UNITS RESTRICTED STOCK UNITS (PERFORMANCE-BASED) PAGE 6

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.	OPTIONEE
By:
Signature	Signature
Printed	Printed
Title:	Job Title

AWARD AGREEMENT FOR PERFORMANCE UNITS RESTRICTED STOCK UNITS (PERFORMANCE-BASED) PAGE 7

SCHEDULE A

PERFORMANCE GOALS AND EARNINGS LEVELS FOR PERFORMANCE PERIOD

Performance Goal	Weight		Threshold 25%-49% Payout	Target 100%-149% Payout	Maximum 150% Payout
Return on Common Equity : The ROCE of the Company compared with the ROCE of the banks included in the SNL Bank Index.		34%	50th to 74th Percentile	75th to 84th Percentile	Greater than 84th Percentile
Compounded Annual Growth Rate of Total Assets: The CAGR of total assets for the Company compared with the CAGR of total assets for the banks included SNL Bank Index.		33%	50th to 74th Percentile	75th to 84th Percentile	Greater than 84th Percentile
Return on Average Assets: The ROAA for the Company compared with the ROAA for the banks included in the SNL Bank Index.		33%	50th to 74th Percentile	75th to 84th Percentile	Greater than 84th Percentile

AWARD AGREEMENT FOR PERFORMANCE UNITS RESTRICTED STOCK UNITS (PERFORMANCE-BASED) PAGE 8

SCHEDULE B

LINEAR INTERPOLATION PAYOUT

Linear Interpolation Payouts
Threshold		Target		Maximum
Threshold Percentile	Payout %	Target Percentile	Linear Payout %	Target Percentile	Maximum Payout %
49	49	50	100	85% or higher	150% of Target
48	48	51	101
47	47	52	103
46	46	53	104
45	45	54	106
44	44	55	107
43	43	56	109
42	42	57	110
41	41	58	111
40	40	59	113
39	25	60	114
38	25	61	116
37	25	62	117
36	25	63	119
35	25	64	120
34	25	65	121
33	25	66	123
32	25	67	124
31	25	68	126
30	25	69	127
29	25	70	129
28	25	71	130
27	25	72	131
26	25	73	133
25	25	74	134
		75	136
		76	137
		77	139
		78	140
		79	141
		80	143
		81	144
		82	146
		83	147
		84	149

AWARD AGREEMENT FOR PERFORMANCE UNITS RESTRICTED STOCK UNITS (PERFORMANCE-BASED) PAGE 9

EX-10.6

EXHIBIT 10.6

2021 OMNIBUS EQUITY INCENTIVE PLAN

AWARD AGREEMENT

STOCK OPTION–TIME-BASED VESTING

SUMMARY

Grant Date:

Exercise Price:

Number of Options:

Expiration Date:

Type of Options (NSO/ISO):

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 “Optionee”) 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 Optionee has been designated by the Committee as an individual to whom stock options should be granted under the Plan as determined from the duties performed, the initiative and industry of the Optionee, the extraordinary nature of the Optionee’s service, and/or the Optionee’s 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 Optionee agree as follows:

1.    Grant of Options.

(a)    Aggregate Number of Shares. The Company hereby awards to the Optionee, effective as of the date the Committee granted the award (the “Grant Date”), the right and option to purchase up to an aggregate of                      (        ) shares of Stock of the Company (hereinafter, the “Options”), 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.

(b)    Designation of Character of Options. Pursuant to the authority of the Committee to determine the character of the options granted as either incentive stock options (an “ISO”) or nonqualified stock options (an “NSO”), of the total options granted under subsection (a),                  shares of Stock shall be granted as ISOs and                     shares of Stock shall be granted as NSOs.

(c)    Tax Advice. The Optionee acknowledges and agrees that the Optionee shall be solely responsible for obtaining tax advice in connection with the grant and exercise of the Options and any disposition of the shares of Stock acquired in connection with the Options.

(d)    Grant Date. The Grant Date of the award of these Options is             , 20    .

2.    Exercise Price.

(a)    Exercise Price. The Exercise Price of each of the Options granted under Section 1 shall be                     and     /100 Dollars ($            ), which is 100% of the Fair Market Value of a share of Stock on the Grant Date.

(b)    Payment of Exercise Price. The exercise price for an Option shall be paid in cash by the Optionee at the time an Option is exercised; provided, however, with the approval of the Committee, and to the extent not prohibited under the Code or regulations issued thereunder, the Optionee may pay the Exercise Price by the following means, or any approved combination thereof:

(i)    Tendering Existing Stock. The Optionee may tender, either actually or constructively by attestation, whole shares of Stock of the Company owned by the Optionee and which have been owned by the Optionee for more than six months (or by a combination of whole shares of Stock and cash), which have a Fair Market Value equal to the Exercise Price for the Options exercised. For this purpose, any shares of Stock so tendered shall be valued by the Committee at their Fair Market Value as of the day of exercise according to valuation criteria set forth in the Plan;

(ii)    Cashless Exercise. The Optionee may pay the Exercise Price (A) through a commitment from the Optionee and an NASD dealer whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the shares of Stock so purchased in order to pay the entire Exercise Price and any tax withholding resulting from the exercise, and whereby the NASD dealer irrevocably commits upon receipt of such Stock to forward the Exercise Price and any tax withholding directly to the Company, or (B) through a “margin” commitment from the Optionee and an NASD dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the shares of Stock so purchased to the NASD dealer in a margin account as security for a loan from the NASD dealer in the amount of the entire Exercise Price and any tax withholding resulting from the exercise, and whereby the NASD dealer irrevocably commits upon receipt of such Stock to forward the Exercise Price and any tax withholding directly to the Company;

AWARD AGREEMENT STOCK OPTION (TIME-BASED) PAGE 2

(iii)    Net Settlement. The Optionee may satisfy the Exercise Price by a net settlement, using a portion of the Stock obtained upon exercise to reduce the number of shares of Stock issued upon the exercise, by the largest number of whole shares of Stock that have a Fair Market Value that does not exceed the aggregate Exercise Price for the shares of Stock exercised under this method; or

(iv)    Other Means. The Optionee may pay the Exercise Price by personal, certified or cashier’s check, wire transfer, or satisfy the Exercise Price by other property deemed acceptable by the Committee.

(c)    Issuance of Shares. At or within a reasonable period of time following exercise of the Options and full payment of the Exercise Price, the Company will cause the number of shares of Stock exercised, less any withholdings or deductions, to be registered in the Optionee’s name, in a book entry account with the Company’s transfer agent. Until the Optionee becomes entitled to receive the shares of Stock underlying the Options, the Optionee shall have none of the rights of a shareholder with respect to such shares of Stock. 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.

3.    Income and Employment Tax Withholding. The Optionee shall be solely responsible for paying to the Company all required federal, state, city and local income and employment taxes applicable to the exercise of an Option under the Plan. Notwithstanding the foregoing obligation, the Committee, in its discretion and subject to such rules as it may adopt from time to time, may require the Optionee to satisfy any withholding tax obligation which may arise in connection with the exercise of the Option by reducing the number of shares of Stock subject to the Option (without issuance of such shares of Stock to the Optionee) by a number equal to the quotient of: (a) the total minimum amount of required tax withholding divided by (b) the excess of the Fair Market Value of a share of Stock on the exercise date over the Exercise Price per share of Stock.

4.    Nontransferability. The Options granted hereunder shall not be assignable or transferable by the Optionee, except by will or by the laws of descent and distribution. The Options shall not be pledged or hypothecated in any way, nor shall an Option be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge or other disposition of the Options in violation of this provision or the levy of execution, attachment or similar process upon the Options shall be null and void and without effect and shall cause the Options to be terminated.

5.    Vesting and Exercise of Options.

(a)    Maximum Term and Vesting. To exercise the Options, the Optionee (or in the case of exercise after the Optionee’s death or incapacity, the Optionee’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company a notice of intent to exercise in the form and manner designated by the Committee. The Options may not

AWARD AGREEMENT STOCK OPTION (TIME-BASED) PAGE 3

be exercised after the expiration of ten (10) years from the Grant Date, subject to earlier termination as provided in the Plan and this Agreement. Subject to the provisions of this Section, the Options shall vest and be exercisable by the Optionee in accordance with the following schedule:

Percentage of Options Vested and Exercisable
Date of Vesting	Percent Vested	Cumulative Vesting
/    /14	33 percent	33 percent
/    /15	33 percent	66 percent
/    /16	34 percent	100 percent

Notwithstanding the foregoing, the Options shall also vest and be exercisable upon the Optionee’s death, Disability or Retirement to the extent provided under the Plan. In addition, the Options shall vest and be exercisable upon a Change in Control of the Company only to the extent and under the circumstances provided in the Plan.

(b)    Limitations on Exercise. The Options may only be exercised during the lifetime of the Optionee only by the Optionee or the Optionee’s guardian or attorney-in-fact in the event the Optionee becomes Disabled. In the case of the Optionee’s death, the Options may only be exercised by the Optionee’s personal representative or administrator.

(c)    Legal Requirements. Notwithstanding any other provision of this Agreement, the Options may not be exercised in whole or in part if the issuance of the shares of Stock would constitute a violation of any applicable federal or state securities law or other applicable laws, rules or regulations.

6.    Restrictive Legends. A legend may be placed on any certificate(s) or other document(s) delivered to the Optionee indicating restrictions on transferability of the Options and the Stock issued upon exercise of the Options 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 Optionee 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.”

7.    Effect of Termination of Service.

(a)    Voluntary Termination of Service and Termination of Service Without Cause. All rights to exercise the Options shall terminate 30 days after the effective date of

AWARD AGREEMENT STOCK OPTION (TIME-BASED) PAGE 4

the Optionee’s voluntary or without Cause Termination of Service with the Company and its Affiliates, but not later than the date the Options expire pursuant to their terms. The transfer of the Optionee from the Company to an Affiliate or vice versa, or from one Affiliate to another, shall not be deemed a Termination of Service.

(b)    Termination of Service for Cause. If the Optionee experiences a Termination of Service for Cause, no previously unexercised Options granted under the Plan and this Agreement may be exercised. Rather, any unexercised Options, or parts thereof, shall automatically expire and be forfeited as of the effective date of the Termination of Service.

(c)    Termination of Service for Disability or Death. Except as otherwise provided in the Plan, if the Optionee has a Termination of Service due to Disability or death (i) vested Options shall remain exercisable until the expiration of the award term; (ii) all Options subject to vesting on a specified period of Service shall, to the extent not fully vested, become 100% vested; and (iii) all Options subject to vesting based on satisfaction of specific Performance Goals shall vest using an assumption that Performance Goals were achieved at the target level. Notwithstanding the foregoing, the effect of a Termination of Service due to Disability or death with respect to any ISOs shall be governed by the rules described in the Plan.

(d)    Termination of Service for Retirement. If the Optionee’s Termination of Service is due to Retirement, the Options shall be exercisable in full within five years after the Optionee’s Termination of Service, but in no event later than the expiration of the Options pursuant to their original terms and vesting schedule.

8.    Optionee’s Representations. The Optionee represents to the Company that:

(a)    Contact with the Company. The terms and arrangements relating to the grant of these Options and the Stock to which they relate, 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 Optionee;

(b)    Access to Information. The Optionee 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 Optionee 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 these Options and the Stock to which they relate; and

AWARD AGREEMENT STOCK OPTION (TIME-BASED) PAGE 5

(c)    Investment Purpose. These Options and the Stock to which they relate are being acquired in good faith for investment purposes and not with a view to, or for sale in connection with, any distribution thereof.

9.    Mitigation of Excise Tax. The Optionee acknowledges that the Options issued hereunder are subject to reduction by the Committee for the reasons specified in Section 7.18 of the Plan.

10.    Indemnity. The Optionee 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 the Optionee to the Company or any failure on the part of the Optionee to perform any agreement contained herein. The Optionee 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 Optionee in connection with the Optionee’s participation in the Plan.

11.    Financial Information. The Company hereby undertakes to make available to the Optionee, so long as these Options are in effect and unexercised in whole or in part, 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.

12.    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 Options, all as provided in the Plan. The Committee’s determination in this respect shall be final and binding upon all parties.

13.    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.

AWARD AGREEMENT STOCK OPTION (TIME-BASED) PAGE 6

14.    No Right to Continued Service. Neither the Plan nor this Agreement shall confer upon the Optionee 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 Optionee at any time, with or without Cause.

15.    Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Optionee or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Optionee 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.

16.    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 Optionee and the Optionee’s beneficiaries, executors, and administrators.

17.    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 Optionee’s material rights under this Agreement without the Optionee’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.

18.    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.

19.    Acceptance. The Optionee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Optionee has read and understands the terms and provisions of the Plan and this Agreement, and accepts the Options subject to all of the terms and conditions of the Plan and this Agreement. The Optionee acknowledges that there may be adverse tax consequences upon the grant or vesting of the Options or disposition of the underlying shares of Stock and that the Optionee has been advised to consult a tax advisor prior to such grant, vesting or disposition.

AWARD AGREEMENT STOCK OPTION (TIME-BASED) PAGE 7

20.    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.

21.    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.

22.    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 STOCK OPTION (TIME-BASED) PAGE 8

IN WITNESS WHEREOF, the Company, by its officer thereunder duly authorized, and the Optionee, have caused this Award Agreement to be executed as of the day and year first above written.

HORIZON BANCORP, INC.	OPTIONEE
By:

Signature	Signature
Printed	Printed
Title:	Job Title

AWARD AGREEMENT STOCK OPTION (TIME-BASED) PAGE 9

XML

Document and Entity Information	May 06, 2021
Cover [Abstract]
Entity Registrant Name	HORIZON BANCORP INC /IN/
Amendment Flag	false
Entity Central Index Key	0000706129
Document Type	8-K
Document Period End Date	May 06, 2021
Entity Incorporation State Country Code	IN
Entity File Number	000-10792
Entity Tax Identification Number	35-1562417
Entity Address, Address Line One	515 Franklin Street
Entity Address, City or Town	Michigan City
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46360
City Area Code	(219)
Local Phone Number	879-0211
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, no par value
Trading Symbol	HBNC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false