hb_8k0716.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20546

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)  July 16, 2007
 
Horizon Bancorp
(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 Square, Michigan City, Indiana
46360
(Address of Principal Executive Offices)
(Zip Code)
 
(219) 879-0211
(Registrant’s Telephone Number, Including Area Code)
 
 
(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 (see General Instruction A.2. below):

 
¨ 
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))





Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On July 16, 2007, Horizon Bancorp (the “Company”) and its wholly owned subsidiary, Horizon Bank, N.A. (the “Bank”), entered into an employment agreement with Thomas H. Edwards. The agreement provides that Mr. Edwards will continue to serve as the Company’s Executive Vice President and the Bank’s President and Chief Operating Officer for a term of three years. The term of the agreement will be extended for an additional one-year period beyond the then-effective expiration date on each annual anniversary of the date of the agreement until the year in which Mr. Edwards reaches the age of sixty-three, unless the Company delivers notice to Mr. Edwards within sixty days prior to the expiration of any one-year period that the term will not be extended.  Mr. Edwards currently is fifty-four years old.
 
The agreement also provides that Mr. Edwards will continue to receive an annual base salary equal to the amount being paid to him on the date of the agreement, subject to adjustment based on the annual review of the Company’s Board of Directors or the Compensation Committee of the Board of Directors, but the adjusted base salary amount may not be less than Mr. Edwards’s base salary on the date of the agreement. Mr. Edwards’s base salary for fiscal 2007 is $179,220.
 
The Company may terminate Mr. Edwards’s employment immediately for “cause” as defined in the agreement. The Company also may terminate Mr. Edwards’s employment without cause upon not less than thirty days’ prior notice. Mr. Edwards may terminate his employment immediately for “good reason” as defined in the agreement or upon not less than thirty days’ prior notice without good reason.
 
If the Company terminates Mr. Edwards’s employment without cause or if Mr. Edwards terminates his employment with good reason, the agreement provides for the Company to pay Mr. Edwards an amount equal to his then-current annual base salary plus an amount equal to the average of his bonuses for the previous two calendar years. The agreement also provides for Mr. Edwards to receive health and certain other benefits for a one-year period, subject to certain limitations. The agreement also includes provisions protecting the Company’s and the Bank’s confidential business information and from competition by Mr. Edwards.
 
If Mr. Edwards’s employment is terminated upon a change in control of the Company, the agreement provides for the Company to pay Mr. Edwards an amount equal to twice his then-current annual base salary plus an amount equal to the average of his bonuses for the previous two calendar years.  In addition, the agreement provides for Mr. Edwards to receive health and certain other benefits for a one-year period, subject to certain limitations.
 
The employment agreement supersedes, cancels and replaces the change-of-control agreement, dated October 7, 1999, between the Bank and Mr. Edwards.
 
The employment agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K.
 

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Item 9.01  Financial Statements and Exhibits.
 
(d)  Exhibits
 
Exhibit No.
  
Description
10.1
  
Employment Agreement, dated July 16, 2007, among Horizon Bancorp, Horizon Bank, N.A., and Thomas H. Edwards
 


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SIGNATURE
 
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 hereto duly authorized.
 
Date:  July 18, 2007
Horizon Bancorp
     
 
By:
 /s/ Craig M. Dwight
   
Craig M. Dwight, President and Chief Executive Officer

 

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EXHIBIT INDEX

Exhibit No.
  
Description
  
Location
10.1
  
Employment Agreement, dated July 16, 2007, among Horizon Bancorp, Horizon Bank, N.A., and Thomas H. Edwards
 
  
Attached
 
 
 
 
 
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