Form 8-K - Current report

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 13, 2024

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 and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 10, 2024, Horizon Bancorp, Inc. (“Horizon” or the “Company”) agreed to hire Mr. John R. Stewart and appoint him to serve as the Executive Vice President and Chief Financial Officer (“CFO”) of both Horizon and its wholly-owned bank subsidiary, Horizon Bank (the “Bank”), to be effective as of May 20, 2024.

Mr. Stewart previously served as an Executive Vice President and the Deputy Chief Financial Officer of First Interstate BancSystem, a publicly traded bank holding company located in Billings, Montana, since March 2021. Prior to that time, Mr. Stewart was a Portfolio Manager for Verition Fund Management LLC from April 2020 to March 2021, where he helped manage their U.S. financial services long and short relative value equity business. From December 2016 to March 2020, Mr. Stewart served as a Sub-Sector Portfolio Manager for Balyasny Asset Management L.P., where he oversaw a team dedicated to portfolio construction, risk management, trading and idea generation for banks, credit card issuers, payment companies and specialty finance companies inside a market-neutral hedge fund strategy. As a result, Mr. Stewart brings significant asset and liability management experience to Horizon in addition to his finance and accounting expertise. Mr. Stewart is 44 years of age.

In connection with the appointment of Mr. Stewart, Mark E. Secor, our current Executive Vice President and CFO, will transition into the role of Executive Vice President and Chief Administration Officer (“CAO”) of both Horizon and the Bank, effective as of Mr. Stewart’s appointment.

The Company’s related press release is attached hereto as Exhibit 99.1.

Employment Agreement with John R. Stewart

In connection with Mr. Stewart’s appointment as Executive Vice President and CFO, Horizon and the Bank entered into an Employment Agreement (the “Stewart Employment Agreement”) with Mr. Stewart, to be effective May 20, 2024. The Stewart Employment Agreement has an initial one-year term, beginning on May 20, 2024, and automatically renews for additional one-year terms on each annual anniversary. The Company may elect not to renew the Stewart Employment Agreement at any anniversary date by giving Mr. Stewart at least 60 days’ advance written notice thereof.

The Stewart Employment Agreement provides for, among other things, (i) an annual base salary of $440,000, with the base salary to be reviewed and potentially increased annually by the compensation committee of the Board of Directors (the “Compensation Committee”), (ii) a signing bonus of $200,000 (the “Signing Bonus”), and (iii) reimbursed relocation expenses up to $100,000 (the “Relocation Reimbursement”). Pursuant to the Stewart Employment Agreement, in the event Mr. Stewart’s employment is terminated by the Company for Cause or by Mr. Stewart without Good Reason, Mr. Stewart must repay the Company the gross amount of the Signing Bonus and Relocation Reimbursement paid to him.

Under the Stewart Employment Agreement, Mr. Stewart will also be eligible to participate in all incentive compensation and employee benefit plans and programs generally available to executive officers of Horizon. Accordingly, Mr. Stewart will be eligible to participate in the Horizon Bancorp Employees’ Thrift Plan (a 401(k) plan), and the Horizon Bancorp 2005 Supplemental Executive Retirement Plan, as amended, and he will be eligible for long-term incentive compensation awards under the Horizon Bancorp, Inc. 2021 Omnibus Equity Incentive Plan (the “Equity Incentive Plan”). Mr. Stewart will also receive an initial grant of 79,590 shares of restricted stock vesting over 3 years under the Equity Incentive Plan upon the commencement of his employment. Mr. Stewart will also be eligible to participate in the Company’s executive officer target bonus plan, subject to annual approval by the Compensation Committee.

The Stewart Employment Agreement provides that if the Company terminates Mr. Stewart’s employment without “Cause” (as defined in the Stewart Employment Agreement), or if Mr. Stewart terminates his employment with “Good Reason” (as defined in the Stewart Employment Agreement), Mr. Stewart will be entitled to: (i) all base salary earned through the date of termination, (ii) an amount equal to six months of the then-current annual base salary, plus a single sum payment equal to 50% of the average of his cash bonuses for the prior two calendar years; provided, however, that for 2024 and 2025,

the bonus shall be 50% of his target bonus or $220,000, (iii) continued participation in group health and life insurance programs for six months (or cash reimbursement in an equivalent amount, subject to a ceiling of 110% of the Company’s standard cost for providing the benefits), (iv) up to $20,000 for reasonable expenses actually incurred by Mr. Stewart in searching for new employment during the one-year period thereafter, and (v) all amounts that have vested and accrued prior to the termination under any incentive compensation or other qualified and non-qualified employee benefit plans, including any Company matching contributions. All options and other equity incentive awards held by Mr. Stewart at such time shall be treated in accordance with the applicable plan and award agreement(s) governing such awards. As a condition to receipt of certain of these payments and benefits from the Company, Mr. Stewart will be required to sign a release of claims in favor of the Company.

All amounts payable to Mr. Stewart under the Stewart Employment Agreement are subject to FDIC restrictions on golden parachutes and indemnification, as well as subject to Internal Revenue Code Section 409A requirements and the deductibility limits of Internal Revenue Code Section 280G.

The foregoing description of the Stewart Employment Agreement is not complete and is qualified in its entirety by reference to the complete copy of the Stewart Employment Agreement, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

Change in Control Agreement with John R. Stewart

In connection with Mr. Stewart’s appointment as Executive Vice President and CFO, the Bank also entered into a Change in Control Agreement (the “Stewart CIC Agreement”) with Mr. Stewart, to be effective as of May 20, 2024. The Stewart CIC Agreement is substantially the same as the change in control agreements the Bank has entered into with its other executive officers and will terminate immediately upon the termination of Mr. Stewart’s employment for any reason before a change in control of the Company, as defined therein. However, if Mr. Stewart is still employed at the time of a change in control, the term of the Stewart CIC Agreement shall continue for a period of one year following the change in control.

Pursuant to the Stewart CIC Agreement, if a change in control occurs, and if Mr. Stewart experiences a “qualifying termination” of employment during the six months before or during the one year after a change in control, then he will be entitled to the following severance benefits, provided all other conditions are met: (i) all base salary earned through the date of termination, (ii) a lump sum amount equal to two times Mr. Stewart’s then-current base salary plus a single lump sum payment equal to two times the average of his cash bonuses for the prior two calendar years; provided, however, that in 2024 and 2025, the bonus payment shall be $440,000 (or two times his target bonus of $220,000); (iii) subject to certain conditions, continued participation in group health and life insurance benefits for a period of 12 months; (iv) all amounts that have vested and accrued prior to the termination pursuant to under any incentive compensation or other qualified and non-qualified employee benefit plans, including any Company matching contributions; and (v) an amount equal to the partial year bonus Mr. Stewart would have earned under any other bonus plan in the year of a change in control, based on then-current financial results.

As a condition to receipt of certain payments and benefits under the Stewart CIC Agreement, Mr. Stewart will be required to sign a release of claims in favor of the Company within 60 days of the qualifying termination or change in control.

A “qualifying termination” occurs under the Stewart CIC Agreement when either: (i) the Bank terminates Mr. Stewart’s employment for any reason except for “Cause,” or Mr. Stewart resigns for “Good Reason” (both as defined in the Stewart CIC Agreement).

The Stewart CIC Agreement also contains certain restrictive covenants relating to non-disclosure of confidential information, return of property, non-solicitation of certain of the Bank’s customers and employees, and non-competition with the Bank in a limited geographic area. These restrictive covenants survive the termination of Mr. Stewart’s employment and the Stewart CIC Agreement, except in the event of certain breaches by the Bank which are not cured. In addition, the Company and the Bank have agreed to require any successor company to expressly assume the Stewart CIC Agreement.

The foregoing description of the Stewart CIC Agreement is not complete and is qualified in its entirety by reference to the complete copy of the Stewart CIC Agreement, which is attached hereto as Exhibit 10.2, and is incorporated herein by reference.

Amendment to Employment Agreement with Mark E. Secor

In connection with his transition from the role of Executive Vice President and CFO to Executive Vice President and CAO, on May 20, 2024, Horizon and the Bank entered into an Amendment to Employment Agreement (the “Secor Employment Amendment”) with Mr. Secor, to be effective as of May 20, 2024. The Secor Employment Amendment amends Mr. Secor’s existing Employment Agreement to (i) extend the term of the agreement to end on May 19, 2024, instead of April 30, 2024, and (ii) to modify Mr. Secor’s 2024 partial year Bonus payable pursuant to his existing Employment Agreement from $46,281.31 to $53,254.88 to account for the extra days Mr. Secor will continue to serve as CFO. All other material terms and conditions of Mr. Secor’s existing Employment Agreement as in effect immediately prior to the Secor Employment Amendment remain in effect without change, and the Employment Agreement will automatically expire on May 20, 2024.

The foregoing description of the Secor Employment Amendment is not complete and is qualified in its entirety by reference to the complete copy of the Secor Employment Amendment, which is attached hereto as Exhibit 10.3, and is incorporated herein by reference.

Amended and Restated Change in Control Agreement with Mark E. Secor

In connection with his appointment as Executive Vice President and CAO, the Bank also entered into an Amended and Restated Change in Control Agreement (the “Secor CIC Agreement”) with Mr. Secor, to be effective as of May 20, 2024. The Secor CIC Agreement amends Mr. Secor’s existing Change in Control Agreement to modify the following two severance benefits that he is entitled to receive if he experiences a “qualifying termination” during the 6 months before or during the year after a change in control (provided all other conditions are met). These changes align Mr. Secor’s agreement with other similarly situated executive officers of Horizon to include: (i) an amount equal to the average of his total cash bonuses in the two years preceding termination multiplied by one and (ii) continued participation in group health and life insurance benefits for a period of 12 months. The Secor CIC Agreement also amends the term of the restrictive covenant related to non-competition with the Bank in a limited geographic area to one year (which has been decreased from two years). All other material terms and conditions of Mr. Secor’s existing Change in Control Agreement as in effect immediately prior to the Secor CIC Agreement remain in effect without change.

The foregoing description of the Secor CIC Agreement is not complete and is qualified in its entirety by reference to the complete copy of the Secor CIC Agreement, which is attached hereto as Exhibit 10.4, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits


(d) Exhibits
EXHIBIT INDEX
	Exhibit No.	Description	Location
	10.1	Employment Agreement (John R. Stewart), dated May 10, 2024	Attached
	10.2	Change in Control Agreement (John R. Stewart), dated May 10, 2024	Attached
	10.3	Amendment to Employment Agreement (Mark E. Secor), dated May 10, 2024	Attached
	10.4	Amended and Restated Change in Control Agreement (Mark E. Secor), dated May 10, 2024	Attached
	99.1	Press release dated May 1 3 , 2024	Attached
	104	Cover Page Interactive Data File (Embedded within the Inline XBRL document)	Within the Inline XBRL document

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 13, 2024	HORIZON BANCORP, INC.


		By:	/s/ Thomas M. Prame
			Thomas M. Prame,
			Chief Executive Officer and President

EMPLOYMENT AGREEMENT

(John R. Stewart)

This Employment Agreement (the “Agreement”) is entered into on May 10, 2024, but effective as of May 20, 2024, (the “Effective Date”), by and among Horizon Bank (the “Bank”), an Indiana state‑chartered bank, Horizon Bancorp, Inc. (the “Holding Company”), an Indiana corporation and a registered bank holding company, and John R. Stewart (the “Executive”). The Bank and the Holding Company are referred to herein jointly as the “Company.” If the Executive’s employment with the Company does not commence on the Effective Date for any reason, this Agreement shall automatically terminate and be of no further force and effect, including any provisions that are to expressly survive the termination of this Agreement.

WITNESSETH:

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

Whereas, the Company desires to employ the Executive as the Chief Financial Officer of the Bank and the Holding Company, and the Executive desires to be employed by the Holding Company and the Bank in such capacity in accordance with the provisions of this Agreement; and

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

Whereas, the Executive is willing to perform such services for the Company upon the terms and conditions set forth herein.

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

Section 1. Employment; Term.

(a) Employment. The Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Company, in accordance with the provisions of this Agreement.

(b) Term. Unless terminated earlier as provided herein, the initial term of the Executive’s employment will begin on the Effective Date of this Agreement and will end on the date which is one (1) year following the date hereof; provided, however, that on each annual anniversary of the Effective Date, the Executive’s term of employment will be extended for an additional one (1) year period beyond the then-effective expiration date, upon the same agreements, covenants and provisions set forth herein, unless at least 60 days prior to the expiration of any one (1) year period during the term hereof, the Company delivers to the Executive written notice that the term of this Agreement will not be so extended (the initial term of this Agreement and all extensions thereof, if any, are hereinafter referred to individually and collectively as the “Term”).

Section 2. Position; Duties; Responsibilities.

(a) Position. During the Term, the Executive will serve as an Executive Vice President and the Chief Financial Officer (“CFO”) of the Bank and the Holding Company.

(b) Duties and Responsibilities. During the Term, the Executive will devote substantially all business time, attention and energy, and reasonable best efforts, to the interests and business of the Bank, the Holding Company and their affiliates and subsidiaries (collectively “Affiliates”) and to the performance of the Executive’s duties and responsibilities on behalf of the Company and any Affiliate. Subject to the terms and conditions of this Agreement, the Executive may use his discretion in fixing the hours and schedule of work consistent with the proper discharge of the Executive’s duties. The Executive, subject to the direction and control of the Chief Executive Officer (“CEO”) of the Bank and the Holding Company, will have all power and authority commensurate with the Executive’s status and necessary to perform his duties hereunder, which shall include the duties and responsibilities typically associated with the position of CFO of an Indiana state-chartered bank and such other duties as are assigned to him from time to time by the CEO and/or the board of directors of the Bank and/or the Holding Company. During the Term, the Executive will not serve on the board of directors of any for-profit organization without the prior consent of the Holding Company’s board of directors (the “Board”).

(c) Working Conditions. So long as the Executive is employed by the Company pursuant to this Agreement, the Executive will be entitled to office space and working conditions consistent with his position as CFO of the Bank and the Holding Company. The Company will provide the Executive with such assistance and working accommodations as are suitable to the character of his positions with the Company and as are adequate for the performance of the Executive’s duties.

(d) Relocation and Expenses. On or prior to July 15, 2024, Executive will relocate his residence (the “Relocation”). The Company shall reimburse the Executive for up to $100,000 in reasonable and customary relocation expenses (including, without limitation, moving and packing fees) actually incurred by the Executive relating to the Relocation. The Executive shall provide customary documentation to verify such expenses and shall otherwise comply with the terms and conditions of the Company’s policies and procedures related to employee expense reimbursement in effect from time to time. In addition to the aforementioned reimbursement of Relocation expenses, the Company shall also reimburse the Executive for reasonable costs, fees and expenses incurred by the Executive for up to three (3) relocation trips to search for new housing and for up to three (3) months of temporary housing. If the Executive terminates employment without Good Reason or is terminated by the Company for Cause before the date that is one (1) year after the Effective Date, the Executive shall be required to repay the Company the gross amount of all amounts paid to the Executive under this Section and the Signing Bonus paid pursuant to Section 3(c).

Section 3. Compensation and Employee Benefits.

(a) Base Salary. Beginning on the Effective Date and during the Term, for all services rendered to or on behalf of the Company by the Executive in all capacities pursuant to this Agreement or otherwise, the Company will pay to the Executive an annual base salary equal to $440,000 (the “Base Salary”), which Base Salary will be adjusted in accordance with this Section. At approximately annual intervals, after the end

of each fiscal year of the Bank during the Term, the Compensation Committee of the Board (the “Committee”) will review, or will cause to be reviewed, the Base Salary payable to the Executive, giving attention to all factors that the Committee deems pertinent, including, without limitation, the performance of the Bank, the Holding Company and any Affiliate, the performance of the Executive and the compensation practices inside and outside of the Company. The Committee will, after such annual review, determine the Base Salary to be paid until the completion of the next annual review, but in no event shall the Base Salary be decreased. The Base Salary will be paid to the Executive in accordance with the Bank’s usual and customary payroll practices applicable to its employees generally.

(b) Annual Bonuses. The Executive will be eligible to participate in the Company’s executive officer target bonus plan, subject to annual approval by the Committee. Any earned bonus shall be payable in accordance with the Company’s historical timing, subject to Committee approval and upon obtaining an unqualified opinion on the Holding Company’s annual audited financial statements for such period.

(c) Signing Bonus and Restricted Stock Grant. Executive shall be paid a signing bonus of $200,000 (the “Signing Bonus”) within thirty (30) days of the Effective Date in accordance with the Company’s normal payroll practices. In addition, Executive shall be granted 79,590 shares of restricted stock within thirty (30) days of the Effective Date pursuant to the Company’s 2021 Omnibus Equity Incentive Plan which shall vest: (i) 19,897 shares on the one-year anniversary of the date of grant, (ii) 19,897 shares on the two-year anniversary of the date of grant, and (iii) 39,796 shares on the three-year anniversary of the date of grant.

(d) Incentive Compensation. During the Term, the Executive will be entitled to participate in all incentive compensation plans and programs in effect from time to time and generally available to executive officers of the Company (including the Company’s long-term equity incentive compensation plans and the Supplemental Executive Retirement Plan), subject to the terms and conditions of such plans and programs, including all enrollment and approval requirements and deadlines.

(e) Employee Benefit Plans. During the Term, the Executive will be entitled to participate in all employee benefit plans and programs in effect from time to time and generally available to executive officers of the Company, subject to the terms and conditions of such plans and programs. Currently, such plans and programs include health, dental and vision insurance; life and disability insurance; sick leave; holidays; and 401(k) plan participation.

(f) Vacation. During 2024, Executive shall be entitled to three (3) weeks of paid vacation, and thereafter, Executive will be entitled to five (5) weeks paid vacation per calendar year.

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

(h) Taxes and Other Amounts. All taxes (other than the Company’s portion of FICA taxes) on the Base Salary and other amounts payable to the Executive pursuant to this Agreement or any other plan or program will be paid by the Executive; provided, however, the Company shall gross-up Executive’s compensation in an amount equal to any income taxes payable with respect to the Relocation expenses paid pursuant to Section 2(d). The Company will be entitled to withhold from the Base Salary and all other amounts payable to the Executive pursuant to this Agreement or any other plan or program (i) applicable withholding taxes, and (ii) such other amounts as may be authorized by the Executive in writing.

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

Section 4. Termination of Employment.

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

(a) Termination by the Company for Cause. The Company, upon written notice to the Executive, may terminate the Executive’s employment with the Company immediately (except as otherwise expressly provided herein with respect to the Executive’s limited right to cure) for Cause. For purposes of this Agreement, “Cause” is defined as any of the following actions:

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

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

(iii) Material breach by the Executive of any provision of this Agreement or any change in control or similar agreement the Executive is a party to;

(iv) Gross negligence, willful misconduct or insubordination by the Executive in the performance of the Executive’s duties, or the Executive’s refusal or repeated failure to carry out lawful directives of the board of directors of Bank or Holding Company;

(v) A willful and material violation of the Company’s or any Affiliate’s written policies or codes of conduct or laws, including written policies or laws related to discrimination, harassment, or illegal or unethical conduct;

(vi) Engagement in conduct (including on-line posting, messaging, blogging or similar forms of electronic communication) that causes, or is reasonably likely to cause, the Company or any Affiliate negative publicity, public disgrace, embarrassment, or disrepute;

(vii) A conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving dishonesty, breach of trust or moral turpitude; or

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

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

(c) Termination by the Executive for Good Reason. The Executive, upon written notice to the Company, may terminate his employment with the Company immediately (except as otherwise expressly provided herein with respect to the Company’s limited right to cure) for Good Reason. For purposes of this Agreement, “Good Reason” is defined as the occurrence of any of the following events:

(i) A reduction of ten percent (10%) or more in the Executive’s then-current annual base salary, unless part of an institution-wide reduction and proportionate to the reduction in the annual base salary of all other executive officers of the Company;

(ii) The removal of the Executive from participation in any incentive compensation or performance-based compensation plans which results in a reduction of ten percent (10%) or more in the Executive’s total compensation, unless the Company terminates participation in the plan or plans with respect to all other executive officers of the Company;

(iii) The taking of any action by Bank or Holding Company which would directly or indirectly reduce any material benefit plan or program or deprive the Executive of any such benefit enjoyed by the Executive resulting in a reduction of ten percent (10%) or more of the Executive’s total compensation, unless part of an institution-wide reduction and applied similarly to all other executive officers of the Company;

(iv) The assignment to the Executive of duties and responsibilities materially different from those normally associated with the Executive’s position as CFO;

(v) A material diminution or reduction in the Executive’s duties, responsibilities or authority (including reporting responsibilities) normally associated with the Executive’s position as CFO;

(vi) Any action by the Company to remove the Executive from the Executive’s position as CFO or materially change the Executive’s title, except for promotions and except for removal from office for Cause;

(vii) A material breach by the Company of any provision of this Agreement, other than a breach justifying termination pursuant to any other provision of this Agreement;

(viii) The requirement that Employee move Employee’s office to a location more than an additional fifty (50) miles from Employee’s primary residence after the Relocation; or

(ix) To the extent such assumption does not occur as a matter of law, any failure of Bank or Holding Company to obtain the assumption of the obligation to perform this Agreement by any successor, including upon a change in control as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Code”).

(d) Termination by the Executive Without Good Reason. The Executive, upon not less than 60 days’ prior written notice to the Bank, may terminate his employment with the Company without Good Reason.

(e) Termination in the Event of Death or Disability. The Executive’s employment hereunder (and this Agreement) will terminate immediately upon the death of the Executive. The Executive’s employment with the Company may also be terminated by the Company in the event of the occurrence of a Disability of the Executive. For purposes hereof, a “Disability” is defined as the Executive’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. If, by reason of any medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than twelve (12) months, the Executive is receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan sponsored by the Company, the Executive will be deemed to be Disabled. The Company, in its reasonable discretion, will be the sole and final judge of whether the Executive is Disabled for purposes of this Agreement, after consideration of any evidence it may require, including the reports of any physician or physicians it may designate.

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

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

(i) In the event that the Company desires to terminate the Executive’s employment for Cause pursuant to Section 4(a)(iii), the Company, upon written notice to the Executive, may terminate the Executive’s employment for Cause, which will terminate the Executive’s employment and right to compensation immediately, except in the limited case expressly provided herein with respect to Causes that are curable. The written notice will (A) indicate the specific provisions of this Agreement relied upon for such termination; (B) set forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination; (C) state whether the board of directors of the Holding Company has determined in good faith that the issue is curable; and (D) if the issue has been deemed curable, describe the steps, actions, events or other items that must be taken, completed or followed by the Executive to correct or cure the basis for such termination. If (but only if) the basis for termination has been deemed curable by the board of directors, then the Executive will have thirty (30) days following the effective date of such notice to fully correct and cure the basis for the termination of the Executive’s employment. If the Executive does not fully correct and cure the basis for the termination of the Executive’s employment within such 30-day period, then the Company will have the right to terminate the Executive’s employment immediately for Cause upon delivering to the Executive a second written notice of termination and without any further cure period. Unless otherwise specified in the written notice, the Date of Termination shall be the date of the first written notice, in the case of an uncurable Cause, and shall be the date of the second written notice, in the case of a curable but uncured Cause. Notwithstanding the foregoing, the Executive will be entitled to so correct and cure only a maximum of two times during any calendar year.

(ii) In the event that the Executive desires to terminate the Executive’s employment with the Company for Good Reason pursuant to Section 4(c), all of the following must timely occur: (A) within ninety (90) days immediately following the first occurrence of such event, the Executive must deliver to the Company a written notice describing, in reasonable detail, the Good Reason event and the proposed cure to such event; (B) the Company must fail to cure such event during the thirty (30) days from the date of receipt of such notice; and (C) a second written notice of termination must be delivered by the Executive to the Company within ninety (90) days following the day on which the 30-day cure period set forth in the preceding clause (B) expires. The Executive’s employment with the Company will terminate immediately upon delivery of the second written notice of termination. Notwithstanding the foregoing, the Company will be entitled to so correct and cure only a maximum of two times during any calendar year.

(h) Regulatory Restrictions.

(i) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Sections 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Company under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected.

(ii) If the Bank is in default (as defined in Section 3(x)(1) of FDIA), all obligations of the Company under this Agreement shall terminate as of the date of default; however, this subsection shall not affect the vested rights of the parties.

(iii) All obligations under this Agreement shall terminate, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Bank: (A) by the Indiana Department of Financial Institutions (the “DFI”) or its designee, or the Bank’s primary federal regulator at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (B) by the DFI, or its designee, or the Bank’s primary federal regulator, at the time that the DFI, or its designee, or the Bank’s primary federal regulator, approves a supervisory merger to resolve problems related to the operation of the Bank or when the Bank is determined by the DFI, or the Bank’s primary federal regulator, to be in an unsafe or unsound condition. Any such action shall not affect any vested rights of the parties.

(iv) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits Executive from participating in the conduct of the Bank’s affairs, the Company’s obligations under this Agreement shall be suspended as of the effective date of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company may, in its sole discretion, (A) pay Executive all or part of the compensation withheld while its contract obligations were suspended, and/or (B) reinstate (in whole or in part) any of its obligations which were suspended.

(v) Notwithstanding anything to the contrary contained herein, Executive acknowledges and agrees that any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with the provisions of 12 U.S.C. 1828(k) and Part 359 of the FDIC’s regulations (12 C.F.R. Part 359), which provisions contain certain prohibitions and limitations on making “golden parachute” and certain indemnification payments by FDIC-insured institutions and their holding companies. In the event any payments to Executive pursuant to this Agreement are prohibited or limited by the provisions of such statute and/or regulations, Bank and/or Holding Company (A) shall pay the maximum amount that may be paid after applying such limitations; and (B) will use commercially reasonable efforts to obtain the consent of the appropriate regulatory authorities to the payment of any amount that otherwise cannot be paid due to the application of such limitations. Executive agrees that Bank and/or Holding Company shall not have breached any obligations under this Agreement if they are unable to pay all or some portion of any payment due to Executive as a result of the application of these limitations.

Section 5. Payment Upon Termination of Employment.

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

(a) Termination by the Company for Cause, by the Executive Without Good Reason or Due to Death or Disability of the Executive. Upon the termination of the Executive’s employment by the Company for Cause pursuant to Section 4(a), by the

Executive without Good Reason pursuant to Section 4(d) or in the event of termination due to the death or Disability of the Executive pursuant to Section 4(e), the Company will pay or provide to the Executive (or, in the event of death, the Executive’s estate) the following amounts and benefits:

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

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

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

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

(b) Termination by the Company Without Cause or by the Executive With Good Reason. Upon the termination of the Executive’s employment by the Company without Cause pursuant to Section 4(b), or by the Executive with Good Reason pursuant to Section 4(c), the Company will pay or provide to the Executive the following amounts and benefits; provided, however, that no such amount shall be payable under this Section 5(b) to the extent it is duplicative with any amount payable under that certain Change in Control Agreement between the Bank and Executive of even date herewith:

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

(ii) an amount equal to six (6) months of the Executive’s annual Base Salary as of the date immediately preceding the Date of Termination plus an amount equal to fifty percent (50%) of the average of the Executive’s cash bonuses paid or payable for the last two (2) calendar years preceding the Date of Termination; provided, however, that during 2024 and 2025, the bonus calculation shall be fifty percent (50%) of $220,000. All amounts payable under this Section 5(b)(ii) shall be payable as of the date of the first payroll following the Date of Termination, subject to delivery of the Release (as defined in Section 5(d)) and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter, but in any event not later than 45 days following delivery of the executed Release;

(iii) continued participation in the group health insurance and group life insurance benefits which the Executive would have been eligible to participate in or receive on the day prior to the Date of Termination (“Insurance Programs”) beginning on the Date of Termination and continuing for a period of six (6) months (“Benefit Continuation Term”), but only to the extent the Executive

continues to qualify for participation therein. If the Executive is not permitted to continue participation in those Insurance Programs, the Company will reimburse the Executive for the costs of health insurance and life insurance benefits for the Benefit Continuation Term; provided, however, the amount of these benefits will be limited to an amount equal to 110% of the Company’s then current cost of providing comparable benefits under the Insurance Programs;

(iv) all other amounts not addressed by another subsection of this Section 5(b) that have vested or accrued prior to or on the Date of Termination (or otherwise are or become payable to the Executive) under all incentive compensation or other qualified and non-qualified employee benefit plans of the Holding Company or Bank in accordance with the provisions of such plans and past practices of Holding Company or Bank, including without limitation, any Bank contributions or matches related to those amounts;

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

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

(i) Separation from Service. For purposes of this subsection (c) only, “Separation from Service” means the date on which the Executive dies, retires or otherwise experiences a Termination of Employment with the Company; provided, however, a Separation from Service does not occur if the Executive is on military leave, sick leave or other bona fide leave of absence (such as temporary employment by the government) if the period of such leave does not exceed six (6) months, or if the leave is for a longer period, so long as the Executive’s right to reemployment with the Company is provided either by statute or by contract. If the period of leave exceeds six (6) months and the Executive’s right to reemployment is not provided either by statute or contract, there will be a Separation from Service on the first day immediately following such six (6)-month period. With respect to any payment made under this Agreement which constitutes deferred compensation subject to Code Section 409A, the Executive will incur a “Termination of Employment” when a termination of employment is incurred under Treasury Regulation Section 1.409A-1(h)(1)(ii).

(ii) Suspension of Payments to Specified Employees. To the extent such suspension is required by Code Section 409A or Treasury Regulations issued pursuant to Code Section 409A, if an amount is payable to the Executive due to the Executive’s Separation from Service for a reason other than the

Executive’s death, and if at the time of the Separation from Service the Executive is a “Specified Employee,” payment of all amounts which constitute deferred compensation under Code Section 409A to the Executive under this Agreement will be suspended for six (6) months following such Separation from Service. The Executive will receive payment of such amounts on the first day following the six (6) month suspension period.

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

(B) The Executive is a “Key Employee” if at any time during the twelve (12) month period ending on an Identification Date the Executive is: (i) an officer of the Company having annual compensation greater than $175,000 (as adjusted in accordance with the requirements of Code Section 409A); (ii) a five-percent owner of the Company; or (iii) a one-percent owner of the Company having an annual compensation greater than $150,000. For purposes of determining whether an Executive is an officer under clause (i), no more than 50 employees (or, if lesser, the greater of three or ten percent of the employees) will be treated as officers, and those categories of employees listed in Code Section 414(q)(5) will be excluded.

(d) Certain Limitations. Amounts payable to the Executive pursuant to this Section 5 will be subject to the following limitations:

(i) amounts payable pursuant to this Section will be subject to the terms of Section 5(c) and Section 5(e), as applicable, and, except for payment of amounts required under Section 5(a) and Section 5(b)(i), paid only so long as the Executive is not in breach of any of the provisions of this Agreement; and

(ii) payment of all amounts payable pursuant to Section 5(b), except such amounts to which Executive would be entitled under Section 5(a), as applicable, will be made pursuant to this Section only if the Executive executes a full release of claims relating to the Executive’s employment by the Company and/or any Affiliate in favor of such parties in a form reasonably acceptable to, and provided by, the Company (the “Release”). The Company will set a deadline for return of the Release that will be no later than sixty (60) days following the termination of employment, and the Release must remain unrevoked during any revocation period.

(e) 280G Cutback. Anything in this Agreement to the contrary notwithstanding, in the event the Company’s independent public accountants determine that any payment by the Company to or for the benefit of the Executive, whether paid or payable pursuant to the terms of this Agreement or otherwise, would be non-deductible by the Company for federal income tax

purposes because of Section 280G of the Internal Revenue Code of 1986, as amended, the amount payable to or for the benefit of the Executive pursuant to this Agreement and all other arrangements shall be reduced (but not below zero) in a manner determined by the Company to the Reduced Amount. For purposes of this Section, the “Reduced Amount” shall be the amount which maximizes the amount payable without causing the payment to be non-deductible by the Company because of Section 280G. If two economically equivalent amounts are subject to reduction but are payable at different times, the amounts shall be reduced (but not below zero) on a pro rata basis.

Section 6. Survival of Certain Provisions.

Upon any termination of the Executive’s employment with the Company and/or the termination or expiration of this Agreement (except for a termination prior to the Effective Date), the Executive and the Company hereby expressly agree that the provisions of Section 5, Section 6, Section 7, and Section 8 will continue to be in full force and effect and binding upon the Executive and the Company in accordance with the applicable respective provisions of such Sections.

Section 7. Indemnification.

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

Section 8. Miscellaneous.

(a) Assignment. This Agreement is personal in nature and no party hereto will, without the prior written consent of the other party hereto, assign or transfer this Agreement or any rights or obligations hereunder, except as provided pursuant to Section 8(p) or as otherwise provided herein. Without limiting the foregoing, the Executive’s right to receive compensation hereunder will not be assignable or transferable by the Executive, whether by pledge, creation of a security interest or otherwise, other than a transfer by the Executive’s will or by the laws of descent, and in the event of any attempted assignment or transfer contrary to this Section, the Company will have no liability to pay any amounts so attempted to be assigned or transferred and such attempted assignment shall be void and of no effect. Notwithstanding the foregoing or anything herein to the contrary, this Agreement may be assigned by the Company to any Affiliate without the prior consent of the Executive.

(b) Waiver. Either party hereto may, by a writing signed by the waiving party, waive the performance by the other party of any of the covenants or agreements to be performed by such other party under this Agreement. The waiver by either party hereto of a breach of or noncompliance with any provision of this Agreement will not operate or be construed as a continuing waiver or a waiver of any other or subsequent breach or noncompliance hereunder. The failure or delay of either party at any time to insist upon the strict performance of any provision of this Agreement or to enforce its rights or remedies under this Agreement will not be construed as a waiver or relinquishment of the right to insist upon strict performance of such provision, or to pursue any of its rights or remedies for any breach hereof, at a future time.

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

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

(e) Severability. In case any one or more of the provisions (or any portion thereof) contained herein will, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision of this Agreement, but this Agreement will be construed as if such invalid, illegal or unenforceable provision or provisions (or portion thereof) had never been contained herein.

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

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

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

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

(j) Entire Agreement. This Agreement supercedes and novates all other prior understandings, commitments, representations, negotiations, contracts and agreements, whether oral or written, between the parties hereto relating to the matters contemplated hereby and constitutes the entire understanding and agreement between the parties hereto relating to the subject matter hereof.

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

(l) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Indiana applicable to contracts made and to be performed therein, without regard to any laws that might be applicable under conflicts of laws principles.

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


If to the Company						Horizon Bancorp, Inc.
or the Bank:						Attention: Chief Executive Officer
						515 Franklin Street
						Michigan City, IN 46360
						Telephone: (219) 814-5983
						Email: TPrame@horizonbank.com

						and

						Todd A. Etzler
						Executive Vice President and General Counsel
						Horizon Bank
						515 Franklin Street
						Michigan City, IN 46360
						Telephone: (219) 873-2639
						Email: TEtzler@horizonbank.com

If to the Executive:						John R. Stewart
						Redacted for privacy

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

All such notices, requests and other communications will be effective (i) if delivered by hand, when delivered; (ii) if sent by mail in the manner provided herein, two (2) business days after deposit with the United States Postal Service; (iii) if sent by overnight express delivery service, on the next business day after deposit with such service; or (iv) if sent by email transmission, on the date sent if such email is also confirmed by mail in the manner provided herein.

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

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

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

Signature Page follows

In Witness Whereof, the parties hereto have executed this Agreement as of the date set forth above to be effective as of the Effective Date.


HORIZON BANK


By:	/s/ Thomas M. Prame
	Thomas M. Prame
	Chief Executive Officer


HORIZON BANCORP, INC.		EXECUTIVE


By:	/s/ Thomas M. Prame	/s/ John R. Stewart
	Thomas M. Prame	John R. Stewart
	Chief Executive Officer

HORIZON BANK

CHANGE IN CONTROL AGREEMENT

This Change in Control Agreement (“Agreement”), dated May 10, 2024, but effective as of May 20, 2024 (the “Effective Date”), is entered into between Horizon Bank (“Bank”), an Indiana state bank, and John R. Stewart (“Employee”). If Employee’s employment with the Bank does not commence on the Effective Date for any reason, this Agreement shall automatically terminate and be of no further force and effect, including any provisions that are to expressly survive the termination of this Agreement.

WITNESSETH:

Whereas, Bank is a subsidiary of Horizon Bancorp, Inc. (“Holding Company”), a corporation formed under the laws of the State of Indiana;

Whereas, Executive currently serves as an employee of the Bank as an employee-at-will;

Whereas, the Board of Directors of the Bank (“Board”) has determined that it is in the best interests of the Bank and the Holding Company to assure that the Bank will have the continued dedication and objectivity of Employee, notwithstanding the possibility, threat or occurrence of a Change in Control (as defined herein) of the Bank or the Holding Company; and

Whereas, the Board believes that it is in the best interests of the Bank and the Holding Company to provide Employee with certain severance benefits following a Change in Control in order to provide Employee with enhanced financial security, to allow the Bank to remain competitive with peers, and to incentivize and encourage Employee to remain with the Bank notwithstanding the possibility of a Change in Control.

Now, Therefore, in consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Section 1. Term.

The term of this Agreement (the “Term”) shall begin on the Effective Date and, except as otherwise expressly provided herein, automatically terminate immediately upon the termination of Employee’s employment, for any reason, prior to a Change in Control. In the event Employee is still employed by Bank at the time of a Change in Control, then the term shall continue for one (1) year following consummation of the Change in Control. Notwithstanding the foregoing, the provisions of Sections Section 8 – Section 24 of this Agreement shall survive any termination of the Term, as provided in Section 12 of this Agreement.

Section 2. At-Will Employment.

employment relationship at any time, with or without Cause (as defined herein), and that this Agreement shall not change or affect Employee’s at-will status. If Employee’s employment with Bank terminates prior to a Change in Control, Employee shall have no further rights under this Agreement, except as otherwise provided herein.

Section 3. Change in Control.

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

(i) Any merger, consolidation or similar transaction which involves Bank or Holding Company and in which persons who are the shareholders of Bank or Holding Company immediately prior to the transaction own, immediately after the transaction, shares of the surviving or combined entity which possess voting rights equal to or less than 50 percent of the voting rights of all shareholders of such entity, determined on a fully diluted basis;

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

(iii) Any tender, exchange, sale or other disposition (other than disposition of the stock of Holding Company or Bank in connection with bankruptcy, insolvency, foreclosure, receivership or other similar transactions) or purchase (other than purchases by Holding Company or any Holding Company or Bank-sponsored employee benefit plan, or purchases by members of the board of directors of Holding Company or Bank) of shares which represent more than 25 percent of the voting power of Holding Company or Bank; or

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

(b) Exceptions. Notwithstanding the provisions of Section 3(a), a Change in Control shall not be deemed to have occurred:

(i) As a result of the issuance of stock by the Holding Company in connection with any public offering of its stock;

(ii) With respect to stock ownership by the Horizon Bancorp Employee Stock Ownership Plan Trust (which forms a part of the Horizon Bancorp Employees’ Stock Ownership Plan), the Horizon Bancorp Employee’s Thrift Plan Trust (which forms a part of the Horizon Bancorp Employee’s Thrift Plan), or any other employee benefit plan; or

(iii) With respect to any payment or benefit provided under the Agreement to which Section 409A of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), is applicable and for which a change in control event is required, unless the event related to such payment or benefit constitutes a “change in control” for purposes of Section 409A.

Section 4. Double-Trigger Severance Benefits in Connection with a Change in Control and a Qualifying Termination.

(a) Termination Period. In connection with a Change in Control, Employee will be entitled to the severance benefits set forth in this Section 4 if during the six (6) month period prior to a Change in Control or during the one (1) year period following consummation of a Change in Control, either of the following two qualifying terminations occurs: (i) Bank terminates Employee’s employment for any reason other than for Cause (as hereafter defined); or (ii) Employee resigns for Good Reason (as hereafter defined) in accordance with the provisions of Section 6; (each of the terminations described in (i) and (ii) hereof shall be referred to as a “Qualifying Termination”).

(b) Conditions to Receipt of Severance Benefits. Employee’s entitlement to the severance payments set forth in this Section 4 shall be contingent upon Employee’s execution (and non-revocation) of a release of claims relating to Employee’s employment by the Bank, Holding Company, and/or any of their Affiliates in favor of such parties in a form reasonably acceptable to, and provided by, Bank (the “Release”). Bank will set a deadline for return of the Release that will be no later than sixty (60) days following the later of the Employee’s Qualifying Termination or Change in Control, as applicable, and the Release must remain unrevoked during any revocation period. No severance benefits shall be paid to Employee under this Agreement if the Release is not executed by Employee and returned to Bank by such deadline. In addition, Employee must be and remain in compliance with the provisions of Sections Section 8 – Section 10 of this Agreement.

(c) Severance Benefits Provided. Upon a Qualifying Termination and subject to Employee’s compliance with Sections 8 - 10 hereof and Employee’s timely execution and delivery of the Release, Bank will pay or provide to Employee the following amounts and benefits:

(i) That portion of Employee’s base salary earned through the date of termination, payable in accordance with normal payroll practices commencing as of the first payroll period following the termination of Employee’s employment or as otherwise required by law;

(ii) An amount equal to 2.00 times Employee’s annual base salary in effect as of the date immediately preceding the date of termination plus an amount equal to the average of the Employee’s total cash bonuses paid or payable for the last two calendar years preceding the date of termination multiplied by a factor of 2.00; provided, however, that during 2024 and 2025, the bonus calculation shall be based upon 2.00 times $220,000. All amounts payable under this Section shall be payable as of the date of the first payroll following delivery of the executed Release and the lapse of all applicable revocation periods or as soon as administratively practicable thereafter;

(iii) Continued participation in the group health insurance and group life insurance benefits which Employee was eligible to participate in or receive on the day prior to the date of termination (“Insurance Programs”), beginning on the date of termination and continuing for a period of twelve (12) months (“Benefit Continuation Term”), but only to the extent Employee continues to qualify for participation therein and takes all actions required in connection with such participation (including participation through Employee’s timely election of COBRA continuation coverage). If Employee is not permitted to continue participation in those Insurance Programs for any portion of the Benefit Continuation Term, Bank will reimburse Employee for the cost of health

insurance and life insurance benefits for the Benefit Continuation Term, subject to the Employee timely providing evidence of payment for such benefits; provided, however, the amount of these benefits will be limited to an amount equal to 110% of Bank’s cost of providing comparable benefits under the Insurance Programs and provided that Employee shall receive the entire amount payable under this Section 4(c)(iii) no later than the end of the second calendar year following the Qualifying Termination;

(iv) All other amounts not addressed by another subsection of this Section 4(c) that have vested or accrued prior to or on the date of termination (or otherwise are or become payable to Employee) under all incentive compensation or other qualified and non-qualified employee benefit plans of the Holding Company or Bank in accordance with the provisions of such plans and past practices of Holding Company or Bank, including without limitation, any Bank contributions or matches related to those amounts. For purposes of clarification, the intent of this Section is for Employee to receive all amounts attributable to Employee’s participation in such plans, as now or hereafter existing, up to and including the date of termination, regardless of whether the amounts are historically deposited or credited to individual employee accounts or subject to Board approval on a date beyond the date of termination, and Bank agrees to compute and pay, deposit or credit all such amounts as soon as possible after the date of termination if not capable of being calculated, paid, deposited or credited prior to the date of termination;

(v) An amount equal to the partial year bonus which Employee would have earned based on the then-current bonus plan of the Bank in the year a Change in Control occurred, as measured through the effective date of a Change in Control based on the then-current financial results, determined by the Bank in its discretion, payable as of the first payroll following delivery of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter; and

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

(d) Suspension and Termination of Severance Benefits.

(i) If Employee is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Sections 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of Bank and Holding Company under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected.

(ii) If the Bank is in default (as defined in Section 3(x)(1) of FDIA), all obligations of Bank and Holding Company under this Agreement shall terminate as of the date of default; however, this subsection shall not affect the vested rights of the parties.

at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (B) by the DFI, or its designee, or the Bank’s primary federal regulator, at the time that the DFI, or its designee, or the Bank’s primary federal regulator, approves a supervisory merger to resolve problems related to the operation of the Bank or when the Bank is determined by the DFI, or the Bank’s primary federal regulator, to be in an unsafe or unsound condition. Any such action shall not affect any vested rights of the parties.

(iv) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits Employee from participating in the conduct of the Bank’s affairs, the Bank’s and Holding Company’s obligations under this Agreement shall be suspended as of the effective date of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, Bank shall (A) pay Employee all or part of the compensation withheld while its contract obligations were suspended, and/or (B) reinstate (in whole or in part) any of its obligations which were suspended.

(v) Notwithstanding anything to the contrary contained herein, Employee acknowledges and agrees that any payments made to Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with the provisions of 12 U.S.C. 1828(k) and Part 359 of the FDIC’s regulations (12 C.F.R. Part 359), which provisions contain certain prohibitions and limitations on making “golden parachute” and certain indemnification payments by FDIC-insured institutions and their holding companies. In the event any payments to Employee pursuant to this Agreement are prohibited or limited by the provisions of such statute and/or regulations, Bank and/or Holding Company (A) shall pay the maximum amount that may be paid after applying such limitations; and (B) will use commercially reasonable efforts to obtain the consent of the appropriate regulatory authorities to the payment of any amount that otherwise cannot be paid due to the application of such limitations. Employee agrees that Bank and/or Holding Company shall not have breached any obligations under this Agreement if they are unable to pay all or some portion of any payment due to Employee as a result of the application of these limitations.

(e) Effect of Section 409A of the Internal Revenue Code.

(i) To the extent a Change in Control qualifies as a “change in control” for purposes of Section 409A of the Internal Revenue Code, the parties intend that any payments made or benefits received pursuant to this Section 4, or otherwise received by Employee, shall be exempt from, or comply with, Section 409A of the Internal Revenue Code and all Treasury Regulations and guidance promulgated thereunder (“Section 409A”). To the maximum extent permitted, this Agreement shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall Bank, Holding Company, any Affiliates, and/or their respective officers, directors, employees or agents be liable for any additional tax, interest or penalties that may be imposed on Employee by Section 409A or damages for failing to comply with Section 409A.

separation from service (without any reduction in such payments or benefits ultimately paid or provided to Employee) until the date that is six (6) months following separation from service or, if earlier, the earliest other date as is permitted under Section 409A. Any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the expiration of the six (6) month period or such shorter period, if applicable.

Section 5. Termination for Cause.

(a) Definition of “Cause”. For purposes of this Agreement, “Cause” is defined as any of the following actions:

(i) An intentional act of fraud, embezzlement, theft, or personal dishonesty; willful misconduct, or breach of fiduciary duty involving personal profit by Employee in the course of Employee’s employment; provided, however, that (A) no act or failure to act will be deemed to have been intentional or willful if it was due primarily to an error in judgment or negligence; and (B) an act or failure to act will only be considered intentional or willful if it is not in good faith and if it is without a reasonable belief that the action or failure to act is in the best interest of Bank or Holding Company;

(ii) Intentional damage by Employee to the business or property of Bank or Holding Company, causing material harm to Bank or Holding Company;

(iii) Material breach by Employee of any provision of this Agreement or any employment agreement the Employee is a party to;

(iv) Gross negligence, willful misconduct, or insubordination by Employee in the performance of Employee’s duties, or the Employee’s refusal or repeated failure to carry out lawful directives of the Board of Directors of Bank or Holding Company or of any other supervisor;

(v) A willful and material violation of the Bank’s or the Holding Company’s written policies or codes of conduct or laws, including written policies or laws related to discrimination, harassment, or illegal or unethical conduct;

(vi) Engagement in conduct (including on-line posting, messaging, blogging or similar forms of electronic communication) that causes, or is reasonably likely to cause, the Bank or the Holding Company negative publicity, public disgrace, embarrassment, or disrepute;

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

indicate the specific provisions of this Agreement relied upon for such termination; (ii) set forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination; (iii) state whether the Board of Directors of Bank has determined in good faith that the issue is curable; and (iv) if the issue has been deemed curable, describe the steps, actions, events or other items that must be taken, completed or followed by Employee to correct or cure the basis for such termination. If (but only if) the basis for termination has been deemed curable by the Board of Directors, then Employee will have thirty (30) days following the effective date of such notice to fully correct and cure the basis for the termination of Employee’s employment. If Employee does not fully correct and cure the basis for the termination of Employee’s employment within such 30-day period, then Bank will have the right to terminate Employee’s employment with Bank immediately for Cause upon delivering to Employee a second written notice of termination and without any further cure period. Unless otherwise specified in the written notice, the date of termination shall be the date of the first written notice, in the case of an uncurable Cause, and shall be the date of the second written notice, in the case of a curable but uncured Cause.

(c) Effect on Other Written Agreements. Bank intends the provisions of this Section 5 relating to a termination for Cause to be consistent with any similar terms and conditions contained in any separate written employment agreement to which Employee may be a party, but to the extent any separate written employment agreement contains different terms relating to a termination for Cause, the provisions of this Agreement shall prevail in all cases following a Change in Control.

Section 6. Termination for Good Reason.

(a) Definition of “Good Reason”. For purposes of this Agreement, “Good Reason” is defined as the occurrence of any of the following events:

(i) The requirement that Employee move Employee’s office to a location more than an additional fifty (50) miles from Employee’s primary residence after the Relocation (as defined in that certain Employment Agreement dated as of the date hereof by and between the Employee, the Bank and the Holding Company (the “Employment Agreement”));

(ii) A reduction in Employee’s then-current annual base salary;

(iii) The removal of Employee from participation in any incentive compensation or performance-based compensation plans without replacement with a comparable or superior substitute plan or otherwise compensating Employee in an amount substantially equivalent to the value of the lost benefit;

(iv) The taking of any action by Bank or Holding Company which would directly or indirectly reduce any material benefit plan or program or deprive Employee of any such benefit enjoyed by Employee;

(v) The assignment to Employee of duties and responsibilities materially different from those normally associated with Employee’s position;

(vi) A material diminution or reduction in Employee’s duties, responsibilities or authority (including reporting responsibilities) normally associated with Employee’s position;

(vii) Any action by Bank to remove Employee from Employee’s then-current officer position or materially change Employee’s title, except for promotions;

(viii) A material breach by Bank of any provision of this Agreement, other than a breach justifying termination pursuant to any other provision of this Agreement; or

(b) Procedure for a Termination for Good Reason. Employee, by written notice to Bank, may terminate Employee’s employment with Bank for Good Reason. For Employee to have the right to resign for Good Reason, all of the following must timely occur: (i) Employee must provide Bank with written notice of the occurrence of any of the Good Reason events within ninety (90) days immediately following the first occurrence of such event, and such notice must describe in detail the Good Reason event and the proposed cure to such event; (ii) Bank must fail to cure such event within a period of thirty (30) days from the date of receipt of such notice; and (iii) a second written notice of termination is delivered by Employee to Bank within ninety (90) days following the day on which the 30-day period set forth in the preceding clause (ii) expires. Unless otherwise specified in the second written notice, the date of termination shall be the date of the second written notice.

(c) Effect on Other Written Agreements. Bank intends the provisions of this Section 6 relating to a termination for Good Reason to be consistent with any similar terms and conditions contained in any separate written employment agreement to which Employee may be a party, but to the extent any separate written employment agreement contains different terms relating to a termination for Good Reason, the provisions of this Agreement shall prevail in all cases following a Change in Control.

Section 7. Terminations for Other Reasons.

(a) Termination by Bank without Cause. Upon thirty (30) days’ prior written notice to Employee, Bank may terminate Employee’s employment without Cause.

(b) Termination by Employee without Good Reason. Employee, upon sixty (60) days’ written notice to Bank, may terminate Employee’s employment without Good Reason.

Section 8. Non-Disclosure; Return of Confidential Information and Other Property.

(a) Access to Confidential Information. Employee understands, acknowledges and agrees that during the course of Employee’s employment with Bank, Employee will gain information regarding, knowledge of and familiarity with the Confidential Information (as hereinafter defined) of Bank and its Affiliates and that if the Confidential Information was disclosed by Employee, Bank or any Affiliates would suffer irreparable damage and harm. Employee understands, acknowledges and agrees that the Confidential Information derives substantial economic value from, among other reasons, not being known or readily ascertainable by proper means by others who could obtain economic value therefrom upon disclosure. Employee acknowledges and agrees that Bank and all Affiliates use reasonable means to maintain the secrecy and confidentiality of the Confidential Information. For purposes of this Agreement, the term “Affiliate” means Holding Company and all subsidiaries of Holding Company and its subsidiaries.

(b) Non-Disclosure. At all times while Employee is employed by Bank, and at all times thereafter, Employee shall not (i) directly or indirectly disclose, provide or discuss any Confidential Information with or to any Person (as hereinafter defined) other than those directors, officers, employees, representatives and agents of Bank and any Affiliates who need to know such Confidential Information for a proper corporate purpose, and (ii) directly or indirectly use any Confidential Information (A) to compete against Bank or any Affiliates, or (B) for Employee’s own benefit or for the benefit of any Person other than Bank or any Affiliate. Employee agrees that all Confidential Information at all times shall remain the property of, as applicable, Bank or its Affiliates.

(c) Confidential Information Defined. For purposes of this Agreement, the term “Confidential Information” means any and all:

(i) materials, records, data, documents, lists, writings and information (whether in writing, printed, verbal, electronic, computerized, on disk or otherwise) (A) relating or referring in any manner to the business, operations, affairs, financial condition, results of operation, cash flow, assets, liabilities, sales, revenues, income, estimates, projections, policies, strategies, techniques, methods, products, developments, suppliers, relationships and/or customers of Bank or any Affiliate that are confidential, proprietary or not otherwise publicly available, in any event not without a breach of this Agreement, or (B) that Bank or any Affiliate has deemed to be confidential, proprietary or nonpublic;

(ii) trade secrets of Bank or any Affiliate, as defined in Indiana Code Section 24‑2‑3‑2, as amended, or any successor statute; and

(iii) any and all copies, summaries, analyses and extracts which relate or refer to or reflect any of the items set forth in (i) or (ii) above.

(d) Definition of Person. For purposes of this Agreement, the term “Person” shall mean any natural person, proprietorship, partnership, corporation, limited liability company, bank, organization, firm, business, joint venture, association, trust or other entity and any government agency, body or authority.

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

(i) to keep all Confidential Information subject to Bank’s or any Affiliate’s custody and control and to promptly return to Bank or the appropriate Affiliate all Confidential Information that is still in Employee’s possession or control at the termination of Employee’s employment with Bank; and

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

Section 9. Non-Solicitation of Customers and Employees.

(a) Obligations of Employee. During the Term, and for two (2) years thereafter, Employee will not in a Competitive Capacity (as defined in Section 10), on behalf of any Person other than Bank or any Affiliate, directly or indirectly:

(i) solicit, divert (or attempt to solicit or divert) or accept business from any customer of Bank or any Affiliate;

(ii) solicit, divert (or attempt to solicit or divert) or accept business from any customer of Bank or any Affiliate with whom Employee had contact (either directly or indirectly) or over which Employee had responsibility at any time in the one year preceding Employee’s separation,

(iii) solicit, divert (or attempt to solicit or divert) or accept business from any customer of Bank or any Affiliate about whom Employee obtained Confidential Information;

(iv) solicit, divert (or attempt to solicit or divert) or accept business from any identified prospective customer of Bank or any Affiliate;

(v) solicit, divert (or attempt to solicit or divert) or accept business from any identified prospective customer of Bank or any Affiliate with whom Employee had contact (either directly or indirectly) or over which Employee had responsibility at any time in the one year preceding Employee’s separation;

(vi) solicit, divert (or attempt to solicit or divert) or accept business from any identified prospective customer of Bank or any Affiliate about whom Employee has obtained Confidential Information;

(vii) encourage, solicit, induce, or attempt to encourage, solicit or induce any employee, service provider, agent or representative of Bank or any Affiliate, who (a) has access to, or possesses, Confidential Information, trade secrets, or other knowledge regarding the Bank or any Affiliate that could give a competitor an unfair advantage, (b) within the preceding two years, has serviced or established goodwill with the Bank’s customers or acquired Confidential Information about those customers, or (c) was someone Employee had worked with, or supervised in Employee’s last two-years of employment (hereafter defined as an “Individual”), to leave his/her employment or terminate his/her relationship with Bank or any Affiliate or devote less than full time efforts to Bank’s or an Affiliate’s business; or

(viii) hire or attempt to hire, for any competitive or other position with any competitor or other business, any Individual who has been an employee of Bank or any Affiliate at any time within the preceding one year; provided, however, that Employee shall not be deemed to have violated this Section if the Individual responds to a general advertisement for employment with the competitor that was not directed at the Individual.

Section 10. Non-Competition.

(a) During Employment. During Employee’s employment, Employee shall not, directly or indirectly, have any ownership interest in, work for, advise, manage, act as an agent or consultant for, or have any business connection or business or employment relationship with, any Person which competes with Bank or any of its Affiliates.

(b) Following Termination of Employment. For a period of six (6) months after Employee’s separation from Bank for any reason, Employee shall not:

(i) in the states of Indiana and/or Michigan;

(ii) in any Indiana county or Michigan county in which Bank maintains a branch or other office;

(iii) in any Indiana county or Michigan county in which customers of Bank reside or maintain a facility;

(iv) in the geographic area in which Employee has been performing services on behalf of Bank, or for which Employee has been assigned responsibility, at any time within one (1) year preceding Employee’s separation;

directly or indirectly own, manage, finance, operate, control or participate in ownership, management, or operation of, act as an agent, consultant, or be employed in a Competitive Capacity with, any banking or financial institution which competes with Bank or any of its Affiliates. Employee further agrees that during that same period, Employee will not assist in the research and development of products or services (A) where such research and development would be aided by the Confidential Information learned in the course of Employee’s relationship with Bank; or (B) which compete with those products or services of Bank or any Affiliate.

(c) Definition of “Competitive Capacity”. For purposes of this Agreement, the term “Competitive Capacity” shall mean (i) performing tasks or duties similar to those Employee performed at Bank or any Affiliate for a competitor of Bank; (ii) managing/supervising those who, for a competitor of Bank, perform tasks or duties similar to those which Employee performed at Bank; or (iii) performing, on behalf of a competitor of Bank, tasks or duties in which Employee utilized any Confidential Information that Employee learned in the course of Employee’s relationship with Bank or any Affiliate.

Section 11. Periods of Noncompliance and Reasonableness of Periods.

(a) Acknowledgement. Bank and Employee understand, acknowledge and agree that the restrictions and covenants contained in Sections 8, 9 and 10 hereof are reasonable in view of the nature of the business in which Bank and the Affiliates are engaged, Employee’s position with Bank and the Affiliates and Employee’s advantageous knowledge of and familiarity with the business, operations, affairs and customers of Bank and the Affiliates. Employee acknowledges that the various covenants, restrictions and obligations set forth in those Sections are separate and independent obligations, and may be enforced separately or in any combination.

(b) Effect of Employee Breach. The time periods during which the restrictions and covenants of Sections 8, 9 and 10 are applicable will be extended by a period of time equal to any period during which Employee is not in compliance with such restrictions and covenants. Bank’s obligation to pay the amounts otherwise payable to Employee pursuant to this Agreement shall immediately terminate in the event that Employee breaches any of the provisions of Sections 8, 9 and 10 hereof. Notwithstanding the foregoing, (i) the covenants of Employee set forth in Sections 8, 9 and 10 hereof shall continue in full force and effect and be binding upon Employee; (ii) Bank shall be entitled to the remedies specified in Section 13 hereof; and (iii) Bank shall be entitled to its damages, costs and expenses (including, without limitation, reasonable attorney’s fees and expenses) resulting from or relating to Employee’s breach of any of the provisions of Sections Section 8, 9 or 10 hereof.

(c) Effect of Bank Breach. Bank and Employee understand, acknowledge and agree that Employee’s entitlement to special severance benefits upon a Qualifying Termination following a Change in Control, and the other provisions benefiting Employee under this Agreement, are a material part of the consideration for the restrictions contained in Sections 8, 9 and 10 of this Agreement. Accordingly, if Bank breaches any of its material obligations to Employee that arise following termination of Employee for any reason, and the breach is not cured within thirty (30) days of written notice of the breach, then Employee’s obligations under Sections 8, 9 and 10 of this Agreement shall be suspended.

Section 12. Survival of Certain Provisions.

Employee hereby expressly agrees that upon any termination of the Term of this Agreement due to Employee’s termination of employment with Bank or otherwise (except for a termination prior to the Effective Date), the provisions of Sections 8 - 24 hereof shall continue to be in full force and effect and binding upon Employee in accordance with the respective provisions of such Sections (except in the case of Bank breach as described in Section 11).

Section 13. Remedies.

Employee agrees that Bank or an Affiliate will suffer irreparable damage and injury and will not have an adequate remedy at law in the event of any actual, threatened or attempted breach by Employee of any provision of Sections 8, 9 or 10. Accordingly, in the event of a breach or a threatened or attempted breach by Employee of any provision of Sections 8, 9 or 10, in addition to all other remedies to which Bank and Affiliates are entitled at law, in equity or otherwise, Bank and Affiliates may be entitled to a temporary restraining order and a permanent injunction or a decree of specific performance of any provision of Sections 8, 9 or 10. The foregoing remedies shall not be deemed to be the exclusive rights or remedies of Bank or an Affiliate for any breach of or noncompliance with this Agreement by Employee but shall be in addition to all other rights and remedies available to Bank or an Affiliate at law, in equity or otherwise.

Section 14. Section 280G.

Anything in this Agreement to the contrary notwithstanding, in the event Bank’s independent public accountants or counsel determine that any payment by Bank to or for the benefit of Employee, whether paid or payable pursuant to the terms of this Agreement or otherwise, would be non-deductible by Bank for federal income tax purposes because of Section 280G of the Internal Revenue Code, the amount payable to or for the benefit of Employee pursuant to this Agreement and all other arrangements shall be reduced (but not below zero) in a manner determined by Holding Company to the Reduced Amount. For purposes of this Section 14, the “Reduced Amount” shall be the amount which maximizes the amount payable without causing the payment to be non-deductible by Bank because of Section 280G. If two economically equivalent amounts are subject to reduction but are payable at different times, the amounts shall be reduced (but not below zero) on a pro rata basis.

Section 15. Successors and Assigns.

absolutely and unconditionally assume all of Bank’s and Holding Company’s obligations hereunder. Failure of Bank or Holding Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement and shall entitle Employee to terminate employment with Bank for Good Reason pursuant to Section 6 of this Agreement. As used in this Agreement, “Bank” shall mean Bank as hereinbefore defined and any successor to its business and/or assets. This Agreement may not be assigned by Bank or Holding Company without the prior written consent of Employee, which consent shall not be unreasonably withheld. The Agreement will also be binding upon, enforceable against, and inure to the benefit of Employee and Employee’s heirs and representatives, and nothing herein is intended to confer any right, remedy or benefit upon any other person. Employee shall not assign Employee’s interest in this Agreement or any part thereof. Any assignment (or purported assignment) in violation of the terms and conditions of this Agreement shall be void and of no effect.

Section 16. Consent of Bank.

Any act, request, approval, consent or opinion of Bank under this Agreement, must be in writing and may be authorized, given or expressed only by Bank’s Chief Executive Officer, or by such other person as the Bank’s Board of Directors may designate.

Section 17. Notices.

All notices, requests and other communications under this Agreement will be in writing (which will include facsimile communication) and will be deemed to have been duly given if (a) delivered by hand; (b) sent by certified United States Mail, return receipt requested, first class postage pre-paid; (c) sent by overnight delivery service; or (d) sent by email transmission if such email is confirmed immediately thereafter by also mailing a copy of such notice, request or other communication by regular United States Mail, first class postage pre-paid, as follows:

(A) If to Employee: John R. Stewart

Redacted for privacy

(B) If to Bank: Horizon Bank

515 Franklin Street

Michigan City, IN 46360

Attn: Chief Executive Officer

Phone: (219) 814-5983

Email: TPrame@horizonbank.com

Section 18. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana applicable to contracts made and to be performed therein, without regard to any laws that might be applicable under conflicts of laws principles.

Section 19. Enforcement Expenses.

If a dispute arises regarding the termination of Employee or as to the interpretation or enforcement of this Agreement and Employee obtains a final judgment in Employee’s favor in a court of competent jurisdiction or Employee’s claim is settled by Bank prior to the rendering of a judgment by such a court, all reasonable legal fees and expenses incurred by Employee in contesting or disputing any such termination or seeking to obtain or enforce any right or benefit

provided for in this Agreement or otherwise pursuing Employee’s claims shall be paid by Bank (except as otherwise decided in any settlement between the parties) to the extent permitted by law.

Section 20. Superseding Prior Agreements; Entire Agreement.

The Employee, Bank and Holding Company agree that as long as the provisions of Sections 8, 9 and 10 are in effect, those provisions shall supersede and replace any similar restrictions in any other agreement between the parties, including, but not limited to, any employment agreement, non‑competition or non-solicitation agreement, and any equity award agreement or plan relating thereto. This Agreement sets forth the entire understanding of the parties hereto with respect to its subject matter, merges and supersedes all prior and contemporaneous understandings with respect to its subject matter, and may not be waived or modified, in whole or in part, except by a writing signed by each of the parties hereto. No waiver of any provision of this Agreement in any instance shall be deemed to be a waiver of the same or any other provision in any other instance.

Section 21. Headings.

The headings in this Agreement have been inserted solely for ease of reference and shall not be considered in the interpretation or construction of this Agreement.

Section 22. Severability.

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, this Agreement shall be interpreted and enforceable as if such provision were severed or limited or such payment reduced, but only to the extent necessary to render such provision and this Agreement enforceable.

Section 23. Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

Section 24. Amendment.

This Agreement may be amended, modified or supplemented only by a written agreement executed by both of the parties hereto.

Signature Page Follows

In Witness Whereof, the parties hereto have executed this Agreement as of the date set forth above to be effective as of the Effective Date.


HORIZON BANK


By:			/s/ Thomas M. Prame
			Thomas M. Prame
			Chief Executive Officer


EMPLOYEE


By:			/s/ John R. Stewart
			John R. Stewart

AMENDMENT TO EMPLOYMENT AGREEMENT

(Mark E. Secor)

This Amendment to Employment Agreement (the “Agreement”) is made and entered into to be effective as of May 10, 2024 (the “Effective Date”), by and among Horizon Bank (the “Bank”), an Indiana state‑chartered bank, Horizon Bancorp, Inc. (the “Holding Company”), an Indiana corporation and a registered bank holding company, and Mark E. Secor (the “Executive”). The Bank and the Holding Company are referred to herein jointly as the “Company.”

WITNESSETH:

WHEREAS, the parties entered into an Employment Agreement effective as of November 6, 2023, (the “Employment Agreement”), to provide for, among other things, the Executive to continue to serve as the Chief Financial Officer of the Company until a new Chief Financial Officer was hired, which was expected to be on or before April 30, 2024, but which will not occur until May 20, 2024 (the “Start Date”); and

WHEREAS, the Employment Agreement automatically expires by its express terms on April 30, 2024, and the Company desires to continue to employ the Executive in accordance with the provisions of the Employment Agreement until the Start Date, and the Executive desires to continue to be employed by the Company in accordance with the provisions of the Employment Agreement until the Start Date.

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

Section 1. Extension of Term;Termination.

(a) Term. Section 1(b) of the Employment Agreement is hereby amended and restated in its entirety to read: “Unless terminated earlier as provided herein, the term of this Agreement will end on May 19, 2024 (the term of this Agreement is hereinafter referred to as the “Term”). Upon the expiration of the Term, this Agreement (as amended) shall automatically terminate and be of no further force and effect, including any provisions that are to expressly survive pursuant to the terms of this Agreement.”

Section 2. Compensation and Employee Benefits.

(a) 2024 Bonus. Section 3(c) of the Employment Agreement is hereby amended and restated in its entirety to read: “For the period between January 1, 2024, to the end of the Term, and provided the Executive is employed on the last day of the Term, the Executive will also to be entitled to a cash bonus for 2024 of $53,254.88 (the “2024 Bonus”). Any earned 2024 Bonus pursuant to this Section shall be payable in accordance with the Company’s historical payroll practices and within thirty (30) days after May 19, 2024.”

[Signature page follows]

In Witness Whereof, the parties hereto have executed this Agreement on the Effective Date.


HORIZON BANK


By:	/s/ Thomas M. Prame
	Thomas M. Prame
	Chief Executive Officer and President


HORIZON BANCORP, INC.		EXECUTIVE


By:	/s/ Todd A. Etzler	/s/ Mark E. Secor
	Todd A. Etzler, Executive Vice President	Mark E. Secor
	and Chief Legal Risk Officer

HORIZON BANK

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT

This Amended and Restated Change in Control Agreement (“Agreement”), dated and effective as of May 10, 2024 (the “Effective Date”), is entered into between Horizon Bank (“Bank”), an Indiana state bank, and Mark E. Secor (“Employee”), a resident of the State of Michigan. On the Effective Date, this Agreement shall amend and restate that certain Change in Control Agreement between the Bank and Employee dated January 1, 2020, which shall be terminated and of no further force and effect thereafter. Prior to the effective date, the terms and conditions of the Change in Control Agreement dated January 1, 2020, will continue to be in effect, and if the Employee’s employment with the Bank is terminated for any reason prior to the Effective Date, this Agreement shall automatically terminate and be of no further force and effect.

WITNESSETH:

Whereas, Bank is a subsidiary of Horizon Bancorp, Inc. (“Holding Company”), a corporation formed under the laws of the State of Indiana;

Whereas, as of the Effective Date, Employee currently serves as an employee of the Bank and the Holding Company, as an employee-at-will;

Section 1. Term.

The term of this Agreement (the “Term”) shall begin on the Effective Date and, except as otherwise expressly provided herein, automatically terminate immediately upon the termination of Employee’s employment, for any reason, prior to a Change in Control. In the event Employee is still employed by Bank at the time of a Change in Control, then the term shall continue for one (1) year following consummation of the Change in Control. Notwithstanding the foregoing, the provisions of Sections 8 – 24 of this Agreement shall survive any termination of the Term, as provided in Section 12 of this Agreement.

Section 2. At-Will Employment.

Unless Employee is a party to a separate written employment agreement with Bank or Holding Company, nothing in this Agreement shall be deemed to entitle Employee to continued employment with Bank or any affiliated companies. Employee acknowledges that unless Employee is subject to a separate written employment agreement that provides otherwise, Employee is an at-will employee, meaning that either Employee or Bank can terminate the employment relationship at any time, with or without Cause (as defined herein), and that this Agreement shall not change or affect Employee’s at-will status. If Employee’s employment with Bank terminates prior to a Change in Control, Employee shall have no further rights under this Agreement, except as otherwise provided herein.

Section 3. Change in Control.

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

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

(b) Exceptions. Notwithstanding the provisions of Section 3(a), a Change in Control

shall not be deemed to have occurred:

(i) As a result of the issuance of stock by the Holding Company in connection with any public offering of its stock;

Section 4. Double-Trigger Severance Benefits in Connection with a Change in Control and a Qualifying Termination.

(ii) A lump sum amount equal to 2.00 times Employee’s annual base salary in effect as of the date immediately preceding the date of termination plus a single sum payment equal to the average of the Employee’s total cash bonuses paid or payable for the last two calendar years preceding the date of termination multiplied by a factor of 1.00 all payable as of the date of the first payroll following delivery of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter;

Term”), but only to the extent Employee continues to qualify for participation therein and takes all actions required in connection with such participation (including participation through Employee’s timely election of COBRA continuation coverage). If Employee is not permitted to continue participation in those Insurance Programs for any portion of the Benefit Continuation Term, Bank will reimburse Employee for the cost of health insurance and life insurance benefits for the Benefit Continuation Term, subject to the Employee timely providing evidence of payment for such benefits; provided, however, the amount of these benefits will be limited to an amount equal to 110% of Bank’s cost of providing comparable benefits under the Insurance Programs and provided that Employee shall receive the entire amount payable under this Section 4(c)(iii) no later than the end of the second calendar year following the Qualifying Termination;

(iv) All other amounts not addressed by another subsection of Section 4(c) that have vested or accrued prior to or on the date of termination (or otherwise are or become payable to Employee) under all incentive compensation or other qualified and non-qualified employee benefit plans of the Holding Company or Bank in accordance with the provisions of such plans and past practices of Holding Company or Bank, including without limitation, any Bank contributions or matches related to those amounts. For purposes of clarification, the intent of this Section is for Employee to receive all amounts attributable to Employee’s participation in such plans, as now or hereafter existing, up to and including the date of termination, regardless of whether the amounts are historically deposited or credited to individual employee accounts or subject to Board of Director approval on a date beyond the date of termination, and Bank agrees to compute and pay, deposit or credit all such amounts as soon as possible after the date of termination if not capable of being calculated, paid, deposited or credited prior to the date of termination;

(d) Suspension and Termination of Severance Benefits.

(iii) All obligations of Bank and Holding Company under this Agreement shall terminate, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Bank: (A) by the Indiana Department of Financial Institutions (the “DFI”) or its designee, or the Bank’s primary federal regulator at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (B) by the DFI, or its designee, or the Bank’s primary federal regulator, at the time that the DFI, or its designee, or the Bank’s primary federal regulator, approves a supervisory merger to resolve problems related to the operation of the Bank or when the Bank is determined by the DFI, or the Bank’s primary federal regulator, to be in an unsafe or unsound condition. Any such action shall not affect any vested rights of the parties.

(iv) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits Employee from participating in the conduct of the Bank’s affairs, Bank’s and Holding Company’s obligations under this Agreement shall be suspended as of the effective date of such notice, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, Bank shall (A) pay Employee all or part of the compensation withheld while its contract obligations were suspended, and/or (B) reinstate (in whole or in part) any of its obligations which were suspended.

(e) Effect of Section 409A of the Internal Revenue Code.

(ii) Notwithstanding any other provision of this Agreement to the contrary, if at the time of Employee’s separation from service (as defined in Section 409A) Employee is a “Specified Employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i), then Bank will defer the payment or commencement of any nonqualified deferred compensation subject to Section 409A payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to Employee) until the date that is six (6) months following separation from service or, if earlier, the earliest other date as is permitted under Section 409A. Any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the expiration of the six (6) month period or such shorter period, if applicable.

Section 5. Termination for Cause.

(a) Definition of “Cause”. ”. For purposes of this Agreement, “Cause” is defined as any of the following actions:

(ii) Intentional damage by Employee to the business or property of Bank or Holding Company, causing material harm to Bank or Holding Company;

(iii) Material breach by Employee of any provision of this Agreement or any employment agreement the Employee is a party to;

(iv) Gross negligence or insubordination by Employee in the performance of Employee’s duties, or the Employee’s refusal or repeated failure to carry out lawful directives of the Board of Directors of Bank or Holding Company or of any other supervisor; or

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

(b) Procedure for a Termination for Cause. Bank, upon written notice to Employee, may terminate Employee’s employment for Cause, which will terminate Employee’s employment and right to compensation immediately, except in the limited case expressly provided herein with respect to Causes that are curable. The written notice will (i) indicate the specific provisions of this Agreement relied upon for such termination; (ii) set forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination; (iii) state whether the Board of Directors of Bank has determined in good faith that the issue is curable; and (iv) if the issue has been deemed curable, describe the steps, actions, events or other items that must be taken, completed or followed by Employee to correct or cure the basis for such termination. If (but only if) the basis for termination has been deemed curable by the Board of Directors, then Employee will have thirty (30) days following the effective date of such notice to fully correct and cure the basis for the termination of Employee’s employment. If Employee does not fully correct and cure

the basis for the termination of Employee’s employment within such 30-day period, then Bank will have the right to terminate Employee’s employment with Bank immediately for Cause upon delivering to Employee a second written notice of termination and without any further cure period. Unless otherwise specified in the written notice, the date of termination shall be the date of the first written notice, in the case of an uncurable Cause, and shall be the date of the second written notice, in the case of a curable but uncured Cause.

Section 6. Termination for Good Reason.

(a) Definition of “Good Reason”. For purposes of this Agreement, “Good Reason” is defined as the occurrence of any of the following events:

(i) The requirement that Employee move Employee’s office to a location more than thirty (30) miles from Employee’s principal residence as of the Effective Date;

(ii) A reduction in Employee’s then-current annual base salary;

(iv) The taking of any action by Bank or Holding Company which would directly or indirectly reduce any material benefit plan or program or deprive Employee of any such benefit enjoyed by Employee;

(v) The assignment to Employee of duties and responsibilities materially different from those normally associated with Employee’s position;

(vi) A material diminution or reduction in Employee’s duties, responsibilities or authority (including reporting responsibilities) normally associated with Employee’s position;

(vii) Any action by Bank to remove Employee from Employee’s then-current officer position or materially change Employee’s title, except for promotions;

(viii) A material breach by Bank of any provision of this Agreement, other than a breach justifying termination pursuant to any other provision of this Agreement; or

(b) Procedure for a Termination for Good Reason. Employee, by written notice to Bank, may terminate Employee’s employment with Bank for Good Reason. For Employee to

have the right to resign for Good Reason, all of the following must timely occur: (i) Employee must provide Bank with written notice of the occurrence of any of the Good Reason events within ninety (90) days immediately following the first occurrence of such event, and such notice must describe in detail the Good Reason event and the proposed cure to such event; (ii) Bank must fail to cure such event within a period of thirty (30) days from the date of receipt of such notice; and (iii) a second written notice of termination is delivered by Employee to Bank within ninety (90) days following the day on which the 30-day period set forth in the preceding clause (ii) expires. Unless otherwise specified in the second written notice, the date of termination shall be the date of the second written notice.

Section 7. Terminations for Other Reasons.

(a) Termination by Bank without Cause. Upon thirty (30) days’ prior written notice to Employee, Bank may terminate Employee’s employment without Cause.

(b) Termination by Employee without Good Reason. Employee, upon sixty (60) days’ written notice to Bank, may terminate Employee’s employment without Good Reason.

Section 8. Non-Disclosure; Return of Confidential Information and Other Property.

(c) Confidential Information Defined. For purposes of this Agreement, the term “Confidential Information” means any and all:

(ii) trade secrets of Bank or any Affiliate, as defined in Indiana Code Section 24‑2‑3‑2, as amended, or any successor statute; and

(iii) any and all copies, summaries, analyses and extracts which relate or refer to or reflect any of the items set forth in (i) or (ii) above.

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

Section 9. Non-Solicitation of Customers and Employees.

(i) solicit, divert (or attempt to solicit or divert) or accept business from any customer of Bank or any Affiliate;

(iii) solicit, divert (or attempt to solicit or divert) or accept business from any customer of Bank or any Affiliate about whom Employee obtained Confidential Information;

(iv) solicit, divert (or attempt to solicit or divert) or accept business from any identified prospective customer of Bank or any Affiliate; or

(vi) solicit, divert (or attempt to solicit or divert) or accept business from any identified prospective customer of Bank or any Affiliate about whom Employee has obtained Confidential Information;

(viii) hire or attempt to hire, for any competitive or other position with any competitor or other business, any Individual who has been an employee of Bank or any Affiliate at any time within the preceding one year; provided, however, that Employee shall not be deemed to have violated this Section if an Individual responds to a general advertisement for employment with the competitor that was not directed to the Individual.

Section 10. Non-Competition.

(b) Following Termination of Employment. For a period of one (1) year after Employee’s separation from Bank for any reason, Employee shall not:

(i) in the states of Indiana and/or Michigan;

(ii) in any Indiana county or Michigan county in which Bank maintains a branch or other office;

(iii) in any Indiana county or Michigan county in which customers of Bank reside or maintain a facility;

Section 11. Periods of Noncompliance and Reasonableness of Periods.

Section 12. Survival of Certain Provisions.

Employee hereby expressly agrees that upon any termination of the Term of this Agreement due to Employee’s termination of employment with Bank or otherwise, the provisions

of Sections 8 - 24 hereof shall continue to be in full force and effect and binding upon Employee in accordance with the respective provisions of such Sections (except in the case of Bank breach as described in Section 11).

Section 13. Remedies.

Section 14. Section 280G.

Section 15. Successors and Assigns.

This Agreement is binding upon and shall be for the benefit of the successors and assigns of Bank and Holding Company, including any corporation or any other form of business organization with which Bank or Holding Company may merge or consolidate, or to which it may transfer substantially all of its assets. Bank or Holding Company shall require any successor to expressly assume and agree, in writing, to perform this Agreement and any successor shall absolutely and unconditionally assume all of Bank’s and Holding Company’s obligations hereunder. Failure of Bank or Holding Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement and shall entitle Employee to terminate employment with Bank for Good Reason pursuant to Section 6 of this Agreement. As used in this Agreement, “Bank” shall mean Bank as hereinbefore defined and any successor to its business and/or assets. This Agreement may not be assigned by Bank or Holding Company without the prior written consent of Employee, which consent shall not be unreasonably withheld. The Agreement will also be binding upon, enforceable against, and inure to the benefit of Employee and Employee’s heirs and representatives, and nothing herein is intended to confer any right, remedy or benefit upon any other person. Employee shall not assign Employee’s interest in this Agreement or any part thereof. Any assignment (or purported assignment) in violation of the terms and conditions of this Agreement shall be void and of no effect.

Section 16. Consent of Bank.

Section 17. Notices.

All notices, requests and other communications under this Agreement will be in writing (which will include email communication) and will be deemed to have been duly given if (a) delivered by hand; (b) sent by certified United States Mail, return receipt requested, first class postage pre-paid; (c) sent by overnight delivery service; or (d) sent by email if such email is confirmed immediately thereafter by also mailing a copy of such notice, request or other communication by regular United States Mail, first class postage pre-paid, as follows:

(A) If to Employee: Mark E. Secor

Redacted for privacy

(B) If to Bank: Horizon Bank

515 Franklin Street

Michigan City, IN 46360

Attn: Chief Executive Officer

Email: TPrame@horizonbank.com

Section 18. Governing Law.

Section 19. Enforcement Expenses.

Section 20. Superseding Prior Agreements; Entire Agreement.

of any provision of this Agreement in any instance shall be deemed to be a waiver of the same or any other provision in any other instance.

Section 21. Headings.

The headings in this Agreement have been inserted solely for ease of reference and shall not be considered in the interpretation or construction of this Agreement.

Section 22. Severability.

Section 23. Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

Section 24. Amendment.

This Agreement may be amended, modified or supplemented only by a written agreement executed by both of the parties hereto.

Signature Page Follows

In Witness Whereof, the parties hereto have executed this Agreement as of the Effective Date.


HORIZON BANK


By:			/s/ Thomas M. Prame
			Thomas M. Prame
			Chief Executive Officer


EMPLOYEE


By:			/s/ Mark E. Secor
			Mark E. Secor

FOR IMMEDIATE RELEASE

Horizon Bancorp, Inc. Names John R. Stewart, CFA as

Chief Financial Officer

Michigan City, Indiana, May 13, 2024 (GLOBE NEWSWIRE) – (NASDAQ GS: HBNC)AN – Horizon Bancorp, Inc. (“Horizon” or the “Company”) announced today that John R. Stewart, CFA has been named Horizon’s next Executive Vice President and Chief Financial Officer (CFO). Stewart will assume the responsibilities of CFO on May 20, 2024.

Stewart has 22 years of financial services experience spanning banking, investment management and corporate finance at regional banks, global investment banks and institutional asset management firms. He has held leadership roles in both public and private financial institutions with his most recent role as the Deputy Chief Financial Officer of a $30 billion publicly traded bank with oversight responsibilities for several lines of business and previously included all finance functions including corporate treasury, accounting, financial planning and analysis, and capital planning. Stewart also brings depth and experience in strategic planning, corporate development and investor relations to Horizon’s leadership team.

“For over 150 years, Horizon’s success has been based on our ability to attract and retain the best talent to deliver meaningful long-term returns for our shareholders and create value for the clients we serve,” said Thomas Prame, Horizon’s Chief Executive Officer and President. “John has a proven and successful track record of leadership experience within larger organizations across many financial disciplines. His broad and strategic understanding of how to create immediate shareholder value while positioning an organization for sustained top peer performance will be a great addition to the highly talented senior leadership team already in place. We are confident John will play a key role in advancing our financial performance and strategic plan driving Horizon’s growth and success.”

Stewart received his Bachelor of Arts degree in Economics from Bucknell University in Lewisburg, PA, and is a Chartered Financial Analyst (CFA) charterholder through the CFA Institute.

Stewart succeeds Mark Secor, the Bank’s CFO for the past 16 years. Secor will remain with the organization taking on a new role of Chief Administration Officer responsible for investor relations, legal, benefits administration and corporate facilities. Additionally, Mark will assist in the transition of the CFO role to Stewart. Both Stewart and Secor will report to Thomas Prame, CEO and President of Horizon Bank.

“I want to thank Mark for his many accomplishments over the last 16 years leading the finance team and helping Horizon grow from $893 million to $7.8 billion. During his tenure, Horizon successfully integrated 12 mergers, and grew from 11 locations to over 70 today. Mark has an unwavering work ethic and passion to help advance the Company and I look forward to his continued career success and the value he will create for the organization and shareholders in his new role.”

Horizon Bancorp, Inc. Names John R. Stewart as CFO

About Horizon Bancorp, Inc.

Horizon Bancorp, Inc. (NASDAQ GS: HBNC) is the $7.8 billion–asset commercial bank holding company for Horizon Bank, which serve customers across diverse and economically attractive Midwestern markets through convenient digital and virtual tools, as well as its Indiana and Michigan branches. Horizon's retail offerings include prime residential, indirect auto, and other secured consumer lending to in-market customers, as well as a range of personal banking and wealth management solutions. Horizon also provides a comprehensive array of in-market business banking and treasury management services, as well as equipment financing solutions for customers regionally and nationally, with commercial lending representing over half of total loans. More information on Horizon, headquartered in Northwest Indiana's Michigan City, is available at horizonbank.com and investor.horizonbank.com.


Contact:			Thomas Prame
			Chief Executive Officer
Phone:			219.814.5983
Date:			May 13, 2024

Horizon Bancorp, Inc. Names John R. Stewart as CFO

Cover Page Cover Page	May 13, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 13, 2024
Entity File Number	000-10792
Entity Registrant Name	HORIZON BANCORP, INC.
Entity Central Index Key	0000706129
Amendment Flag	false
Title of 12(b) Security	Common stock, no par value
Entity Incorporation, State or Country Code	IN
Entity Tax Identification Number	35-1562417
Trading Symbol	HBNC
Security Exchange Name	NASDAQ
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
Entity Emerging Growth Company	false

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