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
19, 2006
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Horizon
Bancorp
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(Exact
Name of Registrant as Specified in Its Charter)
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Indiana
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000-10792
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35-1562417
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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515
Franklin Square, Michigan City, Indiana
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46360
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(219)
879-0211
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(Registrant’s
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since Last
Report)
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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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
On
July 19, 2006, Horizon Bancorp, Horizon Bank, N.A. (a wholly owned
subsidiary of Horizon Bancorp) and Horizon Trust and Investment Management,
N.A.
(a wholly owned subsidiary of Horizon Bank, N.A.) (the “Trust
Company”),
which
are referred to collectively herein as the “Company,”
entered into an Employment Agreement with Lawrence J. Mazur, the current
President and CEO of the Trust Company (the “Executive”).
The
term of the Employment Agreement is five years. In addition, on July 19,
2006, Horizon Bancorp and the Executive entered into an agreement to amend
the
Executive’s Restricted Stock Award Agreement for shares he was granted on
August 2, 2004.
The
Executive’s Employment Agreement provides for a change in the Executive’s duties
and responsibilities whereby the Executive will assume the role as the Trust
Company’s Chief Estate and Financial Planning Advisor. The Executive’s new
duties will allow the Trust Company to focus its attention on the needs of
the
affluent and their families by capitalizing on his expertise. The Executive
will
continue to act as President and CEO of the Trust Company until such time
as a
new President and CEO is selected.
Pursuant
to the Employment Agreement, the Executive’s base salary will be $158,000 for
2006, $140,000 for 2007 and $100,000 per annum from 2008 through expiration
of
the Employment Agreement (the “Base
Salary”).
In
addition, the Executive will be paid commissions on new trust business he
originates during any calendar year beginning on or after January 1, 2007.
Under
the
Employment Agreement, the Executive may terminate his employment upon 30
days’
written notice. The Executive may also terminate his employment for Good
Reason
(as defined in the Employment Agreement) within two years of a Change in
Control
(as defined in the Employment Agreement). The Company may terminate the
Executive’s employment at any time upon 30 days’ written notice without Cause
(as defined in the Employment Agreement) and immediately for Cause (subject
to a
limited right to cure) or in the event of a Disability (as defined in the
Employment Agreement).
If
the
Company terminates the Executive’s employment other than for Cause prior to a
Change in Control, he will receive an amount equal to the sum of his Base
Salary
for the six-month period immediately prior to the date of termination plus
commissions equal to 50% of the Commissions earned by the Executive in the
four
completed calendar quarters preceding the date of termination. If within
two
years after a Change in Control of the Company, the Executive is terminated
without Cause by the Company or the Executive terminates his employment for
Good
Reason, the Executive will be paid an amount equal to his Base Salary and
his
Commissions (or, if prior to 2007, his cash bonus) for the prior two
years.
The
Employment Agreement also protects confidential business information of the
Company and protects the Company from competition and client and customer
solicitation by the Executive for specified periods following termination
of his
employment.
Horizon
Bancorp agreed to amend the Executive’s Restricted Stock Award Agreement as an
additional incentive for the Executive to enter into the Employment Agreement.
The amendment provides for the acceleration of the five-year cliff-vesting
schedule in the Restricted Stock Award Agreement if the Executive is terminated
by the Company without Cause, in which case, the vesting schedule is 20%
per
year commencing one year after the effective date of the amendment.
Item
9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit
No.
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Description
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10.1
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Employment
Agreement, dated July 19, 2006, among Horizon Trust &
Management, N.A., Horizon Bank, Horizon Bancorp and Lawrence J.
Mazur.
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10.2
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Amendment
to Horizon Bancorp Restricted Stock Award Agreement, dated July 19,
2006.
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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
19, 2006
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Horizon
Bancorp
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By:
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/s/
Craig M. Dwight |
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Craig
M. Dwight, President & Chief Executive Officer
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EXHIBIT
INDEX
Exhibit
No.
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Description
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Location
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10.1
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Employment
Agreement, dated July 19, 2006, among Horizon Trust &
Management, N.A., Horizon Bank, Horizon Bancorp and Lawrence J.
Mazur.
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Attached
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10.2
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Amendment
to Horizon Bancorp Restricted Stock Award Agreement, dated July 19,
2006.
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Attached
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