Horizon Bancorp (NASDAQ:HBNC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Directors of Horizon Bancorp (Horizon or the Company) approved
revisions to the forms of award agreements to be used for
awarding performance shares under the Horizon Bancorp 2013
Omnibus Equity Incentive Plan (the 2013 Omnibus Plan). A brief
description of the 2013 Omnibus Plan, and the revisions to the
award agreements, follows.
commenced on February 1, 2013. The 2013 Omnibus Plan is
administered by the Compensation Committee of the Companys Board
of Directors and provides for the grant of incentive and
nonqualified stock options, stock appreciation rights, restricted
stock, performance shares and performance units. Employees of the
Company and its affiliates and non-employee directors of the
Company are eligible to receive awards under the 2013 Omnibus
Plan. The Compensation Committee will select the participants
based on their functions and responsibilities, the value of the
services they provide to the Company and other factors that the
Committee deems relevant.
as adjusted for a 3-for-2 stock split effective November 14,
2016, consist of 737,550 shares rolled over from the now-expired
Horizon Bancorp 2003 Omnibus Equity Incentive Plan (the 2003
Plan), plus an additional 300,000 shares, for a total of
1,037,550 shares. The number of shares authorized for issuance
may be increased under limited circumstances, such as if shares
issued under the 2003 Plan are forfeited, cancelled or expire
unexercised in the future. The 2013 Omnibus Plan limits the
number of shares available for incentive stock options to 150,000
and for non-option awards to 600,000.
forms for performance share awards (one with certain restrictions
relating to non-disclosure, non-solicitation and non-competition
and one without) that may be granted under the 2013 Omnibus Plan.
The material changes to the forms include the following
provisions:
period is a result of retirement will be considered to have
satisfied all employment-based vesting provisions fully.
2013 Omnibus Plan, the performance period shall be deemed to end
as of the last day of the calendar quarter preceding the change
in control.
either March or April of the calendar year after the end of the
applicable performance period.
with Section 409A of the Internal Revenue Code of 1986, as
amended.
through linear interpolation when performance goals are met.
performance period was amended to read as set forth below:
|
Performance Goal
|
Weight
|
Threshold
25I% Payout
|
Target
1009% Payout
|
Maximum
150% Payout
|
|
Return on Common Equity : The ROCE of the Company compared
with the ROCE of the banks included in the SNL Bank Index. |
34%
|
th to 49th Percentile
|
th to 84th Percentile
|
Greater than 84th Percentile
|
|
Compounded Annual Growth Rate of Total Assets: The CAGR of
total assets for the Company compared with the CAGR of total assets for the banks included SNL Bank Index. |
33%
|
th to 49th Percentile
|
th to 84th Percentile
|
Greater than 84th Percentile
|
|
Return on Average Assets: The ROAA for the Company compared
with the ROAA for the banks included in the SNL Bank Index. |
33%
|
th to 49th Percentile
|
th to 84th Percentile
|
Greater than 84th Percentile
|
granted under the 2013 Omnibus Plan are attached hereto as
Exhibit 10.1 and Exhibit 10.2 and incorporated herein by this
reference. A copy of the 2013 Omnibus Plan was filed as Appendix
A to Horizons definitive proxy statement filed on March 21, 2014,
and is incorporated by reference herein.
2013 Omnibus Plan and the revised performance share award
agreements and is qualified in its entirety by reference to the
complete 2013 Omnibus Plan and the related performance share
award forms incorporated by reference herein.
|
Exhibit No.
|
Description
|
||
|
10.1
|
Performance Share Award Agreement
|
||
|
10.2
|
Performance Share Award Agreement (with restrictions)
|
About Horizon Bancorp (NASDAQ:HBNC)
Horizon Bancorp is a bank holding company. The Company provides a range of banking services in Northwestern and Central Indiana and Southwestern Michigan through its bank subsidiary, Horizon Bank, N.A. (the Bank), and other affiliated entities and Horizon Risk Management, Inc. The Bank is a full-service commercial bank offering commercial and retail banking services, corporate and individual trust and agency services and other services incident to banking. Horizon Risk Management, Inc. is a captive insurance company. The Bank’s loan portfolio consists of commercial loans, real estate loans, mortgage warehouse loans and consumer loans. The Bank’s investment securities include both securities available for sale and held to maturity. Its deposits include noninterest-bearing demand deposits, interest-bearing demand deposits, savings deposits, money market deposits and time deposits. The Bank maintains approximately 54 full service offices. Horizon Bancorp (NASDAQ:HBNC) Recent Trading Information
Horizon Bancorp (NASDAQ:HBNC) closed its last trading session 00.00 at 25.11 with 34,697 shares trading hands.
