Common use of D&O Insurance and Indemnification Clause in Contracts

D&O Insurance and Indemnification. (a) Subject to the limits of applicable federal banking law and regulations, Horizon shall indemnify and hold harmless (including the advancement of expenses as incurred) each present and former director and officer of WBKC and its Subsidiaries, including Wolverine Bank (each, an “Indemnified Party”) for a period of six (6) years following the Effective Time, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, or liabilities incurred in connection with any claim, action, suit, proceeding, or investigation, whether civil, criminal, administrative, or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the same extent (and subject to the making of the same findings as to eligibility for such indemnification and/or advancement of expenses) that such Indemnified Party would have been indemnified (or entitled to advancement of expenses) as a director or officer of WBKC or any of its Subsidiaries under applicable law or WBKC’s, or any such Subsidiaries’, articles of incorporation or bylaws as in effect as of the date of this Agreement. (b) Provided WBKC has historically carried directors’ and officers’ liability insurance and subject to the conditions of this Section 6.05(b), Horizon shall to cause the persons serving as officers and directors of WBKC and Wolverine Bank immediately prior to the Effective Time to be covered for a period of up to six (6) years after the Effective Time by the directors’ and officers’ liability insurance policy currently maintained by WBKC (the “Existing Policy”) or by a comparable or better policy (the “Replacement Policy”). Prior to the Effective Time, as instructed by Horizon, WBKC shall cause the applicable broker of record designation for its Existing Policy and its existing Financial Institution Bond to be assigned to Horizon’s designee. Such assignments in favor of Horizon’s designee shall be executed by WBKC with sufficient time to allow Horizon and its designee to place the insurance required by this Section. The Existing Policy or Replacement Policy, subject to policy terms and conditions, shall provide coverage with respect to covered acts or omissions occurring prior to the Effective Time; provided, however, that Horizon shall not be required to pay annual premiums for the Existing Policy (or for any Replacement Policy) in excess of 150% of the annual premium for the current annual term of the Existing Policy (the “Maximum Amount”); and, provided, further, however, that, if Horizon is unable to maintain or obtain the insurance called for by this Section 6.05(b), Horizon shall obtain as much comparable insurance as is available for the Maximum Amount. Horizon’s obligations within this Section 6.05(b) apply solely and exclusively to the Existing Policy and the existing Financial Institution Bond at each policy’s current limits of insurance, as well as its other terms, conditions, exclusions and annual premiums as of the date of this Agreement, and which must be continuously maintained in force by WBKC without interruption, cancellation, or amendment until the Effective Time or Horizon’s obligations within this Section shall cease. (c) The provisions of this Section 6.05 shall survive the Effective Time and the obligations of Horizon provided under this Section 6.05 are intended to be enforceable against Horizon directly by each Indemnified Party and his or her heirs and personal representatives. Horizon shall pay all reasonable costs, including attorneys’ fees, upon the final disposition of any claim, action, suit, proceeding or investigation by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 6.05 to the fullest extent permitted under applicable law, the articles of incorporation of WBKC or the bylaws of WBKC; provided, however, such payment of costs shall be paid by Horizon in advance of the final disposition of such claim, action, suit, proceeding or investigation upon receipt of: (i) written affirmation of an Indemnified Party’s good faith belief that the Indemnified Party is eligible to receive the indemnification provided for in this Section 6.05; and (ii) an unconditional written undertaking by or on behalf of the Indemnified Party to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by Horizon as authorized in this Section 6.05. (d) In the event that either Horizon or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Horizon shall assume the obligations set forth in this Section 6.05.

D&O Insurance and Indemnification. (a) Subject to the limits of applicable federal banking law and regulations, Horizon shall indemnify and hold harmless (including the advancement of expenses as incurred) each present and former director and officer of WBKC and its Subsidiaries, including Wolverine Bank (each, an “Indemnified Party”) for For a period of six (6) years following the Effective Time, against any costs or expenses First Financial agrees that all rights to indemnification (including reasonable attorneys’ fees), judgments, fines, losses, claims, damagesrights to advancement of expenses) provided for in the respective HopFed Articles or Bylaws, or liabilities incurred required under any applicable Law, in connection with each case as in effect on the date hereof, will survive the Merger and will not be amended, repealed or otherwise modified in any claimmanner that would adversely affect the rights thereunder of the present and former directors and officers of HopFed and Heritage Bank (each, action, suit, proceeding, an “Indemnified Party”) for acts or investigation, whether civil, criminal, administrative, omissions occurring or investigative, arising out of or pertaining alleged to matters existing or occurring have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, . Notwithstanding anything to the same extent (and subject contrary contained in this Section 6.05, First Financial shall not be required to the making of the same findings as to eligibility for such indemnification and/or advancement of expenses) that such indemnify, defend or hold harmless any Indemnified Party would have been indemnified (to a greater extent than either HopFed or entitled to advancement of expenses) as a director or officer of WBKC or any of its Subsidiaries under applicable law or WBKC’sHeritage Bank could, or any such Subsidiaries’, articles of incorporation or bylaws as in effect as of the date of this Agreement, indemnify, defend and hold harmless such Indemnified Party, and indemnification shall only be provided to the extent it is permitted by any applicable federal or state laws. (b) Provided WBKC HopFed has historically carried directors’ and officers’ liability insurance and subject to the conditions of this Section 6.05(b)insurance, Horizon First Financial shall use its reasonable best efforts to cause the persons serving as officers and directors of WBKC HopFed and Wolverine Heritage Bank immediately prior to the Effective Time to be covered for a period of up to six (6) years after the Effective Time by the directors’ and officers’ liability insurance policy currently maintained by WBKC HopFed (the “Existing Policy”) or by a comparable or better policy (the “Replacement Policy”). Prior to the Effective Time, as instructed by HorizonFirst Financial, WBKC HopFed shall cause the applicable broker of record designation for its Existing Policy and its existing Financial Institution Bond (or similar policy) to be assigned to HorizonFirst Financial’s designee. Such assignments in favor of HorizonFirst Financial’s designee shall be executed by WBKC HopFed with sufficient time to allow Horizon First Financial and its designee to place the insurance required by this Section. The Existing Policy or Replacement Policy, subject to policy terms and conditions, shall provide coverage with respect to covered acts or omissions occurring prior to the Effective Time; provided, however, that Horizon First Financial shall not be required to pay annual premiums for the Existing Policy (or for any Replacement Policy) in excess of 150% two hundred percent (200%) of the annual premium for the current annual term of the Existing Policy (the “Maximum Amount”); and, provided, further, however, that, if Horizon notwithstanding the use of reasonable efforts to do so, First Financial is unable to maintain or obtain the insurance called for by this Section 6.05(b6.5(b), Horizon First Financial shall obtain as much comparable insurance as is available for the Maximum Amount. HorizonFirst Financial’s obligations within this Section 6.05(b6.5(b) apply solely and exclusively to the Existing Policy and the existing Financial Institution Bond at each policy’s current limits of insurance, as well as its other terms, conditions, exclusions and annual premiums as of the date of this Agreement, and which must be continuously maintained in force by WBKC HopFed without interruption, cancellation, or amendment until the Effective Time or HorizonFirst Financial’s obligations within this Section shall cease. (c) The provisions of this Section 6.05 6. 5 shall survive the Effective Time and the obligations of Horizon provided under this Section 6.05 are intended to be for the benefit of, and shall be enforceable against Horizon directly by by, each Indemnified Party and his or her heirs and personal representatives. Horizon shall pay all reasonable costs, including attorneys’ fees, upon the final disposition of any claim, action, suit, proceeding or investigation by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 6.05 to the fullest extent permitted under applicable law, the articles of incorporation of WBKC or the bylaws of WBKC; provided, however, such payment of costs shall be paid by Horizon in advance of the final disposition of such claim, action, suit, proceeding or investigation upon receipt of: (i) written affirmation of an Indemnified Party’s good faith belief that the Indemnified Party is eligible to receive the indemnification provided for in this Section 6.05; and (ii) an unconditional written undertaking by or on behalf of the Indemnified Party to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by Horizon as authorized in this Section 6.05. (d) In the event that either Horizon First Financial or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Horizon First Financial shall assume the obligations set forth in this Section 6.056.5. (e) The following provisions shall apply to any challenge or litigation brought against HopFed, its Subsidiaries, or their respective employees, officers and directors with respect to the execution and/or consummation of this Agreement, the transactions contemplated hereby, or the Prospectus/Proxy Statement issued in connection with the proposed transactions (“Transaction Litigation”): (i) At all times before the Closing, HopFed shall keep First Financial fully informed about the conduct of any Transaction Litigation and shall not settle any such Transaction Litigation without First Financial’s advance written consent. (ii) Should Transaction Litigation continue or be initiated after the Closing, First Financial shall have the sole right to control the defense of the Transaction Litigation, including the right to settle any such litigation without consent from any HopFed or Heritage Bank employees, officers or directors who are defendants, so long as such settlement does not, with respect to any such defendants, (1) involve an admission of fault or personal liability, (2) impose any legal restrictions on such defendant’s future conduct, or (3) require payment of any amount in settlement.

D&O Insurance and Indemnification. (a) Subject For a period of four (4) years following the Effective Time, First Internet agrees that all rights to the limits of applicable federal banking law and regulations, Horizon shall indemnify and hold harmless indemnification (including the rights to advancement of expenses expenses) provided for in the respective Certificate/Articles of Incorporation and Bylaws of First Century and First Century Bank, or required under any applicable Law, in each case as incurred) each in effect on the date hereof, will survive the Merger and will not be amended, repealed, or otherwise modified in any manner that would adversely affect the rights thereunder of the present and former director directors and officer officers of WBKC First Century and its Subsidiaries, including Wolverine First Century Bank (each, an “Indemnified Party”) for a period of six (6) years following the Effective Time, against any costs acts or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, omissions occurring or liabilities incurred in connection with any claim, action, suit, proceeding, or investigation, whether civil, criminal, administrative, or investigative, arising out of or pertaining alleged to matters existing or occurring have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, . Notwithstanding anything to the same extent (and subject contrary contained in this Section 6.04, First Internet shall not be required to the making of the same findings as to eligibility for such indemnification and/or advancement of expenses) that such indemnify, defend, or hold harmless any Indemnified Party would have been indemnified (to a greater extent than either First Century or entitled to advancement of expenses) as a director or officer of WBKC or any of its Subsidiaries under applicable law or WBKC’sFirst Century Bank could, or any such Subsidiaries’, articles of incorporation or bylaws as in effect as of the date of this Agreement, indemnify, defend, and hold harmless such Indemnified Party, and indemnification shall only be provided to the extent it is permitted by any applicable federal or state Laws. (b) Provided WBKC has historically carried directors’ and officers’ liability insurance and subject to the conditions of this Section 6.05(b), Horizon First Internet shall to cause the persons serving as officers and directors of WBKC First Century and Wolverine First Century Bank immediately prior to the Effective Time to be covered for a period of up to six four (64) years after the Effective Time by the directors’ and officers’ liability insurance policy currently maintained by WBKC First Century (the “Existing Policy”) or by a comparable or better policy (the “Replacement Policy”). Prior to the Effective Time, as instructed by HorizonFirst Internet, WBKC First Century shall cause the applicable broker of record designation for its Existing Policy and its existing Financial Institution Bond (or similar policy) to be assigned to HorizonFirst Internet’s designee. Such assignments in favor of HorizonFirst Internet’s designee shall be executed by WBKC First Century with sufficient time to allow Horizon First Internet and its designee to place the insurance required by this Section. The Existing Policy or Replacement Policy, subject to policy terms and conditions, shall provide coverage with respect to covered acts or omissions occurring prior to the Effective Time; provided, however, that Horizon First Internet shall not be required to pay annual premiums for the Existing Policy (or for any Replacement Policy) in excess of 150200% of the annual premium for the current annual term of the Existing Policy (the “Maximum Amount”); and, provided, further, however, that, if Horizon First Internet is unable to maintain or obtain the insurance called for by this Section 6.05(b6.04(b), Horizon First Internet shall obtain as much comparable insurance as is available for the Maximum Amount. HorizonFirst Internet’s obligations within this Section 6.05(b6.04(b) apply solely and exclusively to the Existing Policy and the existing Financial Institution Bond at each policy’s current limits of insurance, as well as its other terms, conditions, exclusions exclusions, and annual premiums as of the date of this Agreement, and which must be continuously maintained in force by WBKC First Century without interruption, cancellation, or amendment until the Effective Time or HorizonFirst Internet’s obligations within this Section shall cease. (c) The provisions of this Section 6.05 6.04 shall survive the Effective Time and the obligations of Horizon provided under this Section 6.05 are intended to be for the benefit of, and shall be enforceable against Horizon directly by by, each Indemnified Party and his or her heirs and personal representatives. Horizon shall pay all reasonable costs, including attorneys’ fees, upon the final disposition of any claim, action, suit, proceeding or investigation by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 6.05 to the fullest extent permitted under applicable law, the articles of incorporation of WBKC or the bylaws of WBKC; provided, however, such payment of costs shall be paid by Horizon in advance of the final disposition of such claim, action, suit, proceeding or investigation upon receipt of: (i) written affirmation of an Indemnified Party’s good faith belief that the Indemnified Party is eligible to receive the indemnification provided for in this Section 6.05; and (ii) an unconditional written undertaking by or on behalf of the Indemnified Party to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by Horizon as authorized in this Section 6.05. (d) In the event that either Horizon First Internet or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Horizon First Internet shall assume the obligations set forth in this Section 6.056.04. (e) The following provisions shall apply to any challenge or litigation brought against First Century, First Century Bank, or their respective employees, officers, and directors with respect to the execution and/or consummation of this Agreement, the transactions contemplated hereby, or any proxy statement issued in connection with the proposed transactions (“Transaction Litigation”): (i) At all times before the Closing, First Century shall keep First Internet fully informed about the conduct of any Transaction Litigation and shall not settle any such Transaction Litigation without First Internet’s advance written consent (which consent shall not be unreasonably withheld, conditioned, or delayed). (ii) Should Transaction Litigation continue or be initiated after the Closing, First Internet shall have the sole right to control the defense of the Transaction Litigation, including the right to settle any such litigation without consent from any First Century or First Century Bank employees, officers, or directors who are defendants, so long as such settlement does not, with respect to any such defendants, (1) involve an admission of fault or personal liability, (2) impose any legal restrictions on such defendant’s future conduct, or (3) require payment of any amount in settlement.

D&O Insurance and Indemnification. (a) Subject to the limits of applicable federal banking law and regulations, Horizon FNWD shall indemnify and hold harmless (including the advancement of expenses as incurred) each present and former director and officer of WBKC RYFL and its Subsidiaries, including Wolverine Royal Bank (each, an “RYFL Indemnified Party”) for a period of six (6) years following the Effective Time, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, or liabilities incurred in connection with any claim, action, suit, proceeding, or investigation, whether civil, criminal, administrative, or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at at, or after the Effective Time, to the same extent (and subject to the making of the same findings as to eligibility for such indemnification and/or advancement of expenses) that such RYFL Indemnified Party would have been indemnified for (or entitled to advancement of expenses) as a director or officer of WBKC RYFL or any of its Subsidiaries under applicable Delaware law or WBKC’s, RYFL’s or any such Subsidiaries’, ’ certificate or articles of incorporation or bylaws as in effect as of the date of this Agreement. (b) Provided WBKC has historically carried directors’ and officers’ liability insurance and subject Subject to the conditions of this Section 6.05(b6.06(b), Horizon FNWD shall to cause the persons serving as officers and directors of WBKC RYFL and Wolverine Royal Bank immediately prior to the Effective Time to be covered for a period of up to six (6) years after the Effective Time by the directors’ and officers’ liability insurance policy currently maintained by WBKC RYFL (the “Existing Policy”) or by a comparable or better policy (the “Replacement Policy”). Prior to the Effective Time, as instructed by HorizonFNWD, WBKC RYFL shall cause the applicable broker of record designation for its Existing Policy and its existing Financial Institution Bond to be assigned to HorizonFNWD’s designee. Such assignments in favor of HorizonFNWD’s designee shall be executed by WBKC RYFL with sufficient time to allow Horizon FNWD and its designee to place the insurance required by this SectionSection 6.06(b). The Existing Policy or Replacement Policy, subject to policy terms and conditions, shall provide coverage with respect to covered acts or omissions occurring prior to the Effective Time; providedprovided that, however, that Horizon FNWD shall not be required to pay annual premiums for the Existing Policy (or for any Replacement Policy) in excess of 150200% of the annual premium for the current annual term of the Existing Policy (the “Maximum Amount”); and, provided, further, however, provided further that, if Horizon notwithstanding the use of reasonable efforts to do so, FNWD is unable to maintain or obtain the insurance called for by this Section 6.05(b6.06(b), Horizon FNWD shall obtain as much comparable insurance as is available for the Maximum Amount. HorizonFNWD’s obligations within under this Section 6.05(b6.06(b) apply solely and exclusively to the Existing Policy and the existing Financial Institution Bond at each policy’s current limits of insurance, as well as its other terms, conditions, exclusions exclusions, and annual premiums premium as of the date of this Agreement, and which must be continuously maintained in force by WBKC RYFL without interruption, cancellation, or amendment until the Effective Time or HorizonFNWD’s obligations within under this Section 6.06(b) shall cease. (c) The provisions of this Section 6.05 6.06 shall survive the Effective Time and the obligations of Horizon provided under this Section 6.05 are intended to be for the benefit of, and shall be enforceable against Horizon directly by by, each RYFL Indemnified Party and AGREEMENT AND PLAN OF MERGER PAGE 64 his or her heirs and personal representatives. Horizon FNWD shall pay all reasonable costs, including attorneys’ fees, upon the final disposition of any claim, action, suit, proceeding or investigation by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 6.05 6.06 to the fullest extent permitted under applicable lawLaw, the articles certificate of incorporation of WBKC RYFL or the bylaws of WBKCRYFL; provided, however, such payment of costs shall be paid by Horizon FNWD in advance of the final disposition of such claim, action, suit, proceeding or investigation upon receipt of: (i) written affirmation of an Indemnified Party’s good faith belief that the Indemnified Party is eligible to receive the indemnification provided for in this Section 6.056.06; and (ii) an unconditional written undertaking by or on behalf of the Indemnified Party to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by Horizon FNWD as authorized in this Section 6.056.06. (d) In the event that either Horizon FNWD or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Horizon FNWD shall assume the obligations set forth in this Section 6.056.06.

D&O Insurance and Indemnification. (a) Subject to the limits of applicable federal banking law and regulations, Horizon shall indemnify and hold harmless (including the advancement of expenses as incurred) each present and former director and officer of WBKC and its Subsidiaries, including Wolverine Bank (each, an “Indemnified Party”) for For a period of six (6) years following the Effective Time, against any costs or expenses Horizon agrees that all rights to indemnification (including reasonable attorneys’ fees), judgments, fines, losses, claims, damagesrights to advancement of expenses) provided for in the respective Articles of Incorporation and Bylaws of SBI and SBTC, or liabilities incurred required under any applicable Law, in connection with each case as in effect on the date hereof, will survive the Merger and will not be amended, repealed or otherwise modified in any claimmanner that would adversely affect the rights thereunder of the present and former directors and officers of SBI and SBTC (each, action, suit, proceeding, an “Indemnified Party”) for acts or investigation, whether civil, criminal, administrative, omissions occurring or investigative, arising out of or pertaining alleged to matters existing or occurring have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, . Notwithstanding anything to the same extent (and subject contrary contained in this Section 6.05, Horizon shall not be required to the making of the same findings as to eligibility for such indemnification and/or advancement of expenses) that such indemnify, defend or hold harmless any Indemnified Party would have been indemnified (to a greater extent than either SBI or entitled to advancement of expenses) as a director or officer of WBKC or any of its Subsidiaries under applicable law or WBKC’sSBTC could, or any such Subsidiaries’, articles of incorporation or bylaws as in effect as of the date of this Agreement, indemnify, defend and hold harmless such Indemnified Party, and indemnification shall only be provided to the extent it is permitted by any applicable federal or state Laws. (b) Provided WBKC SBI has historically carried directors’ and officers’ liability insurance and subject to the conditions of this Section 6.05(b)insurance, Horizon shall use its reasonable best efforts to cause the persons serving as officers and directors of WBKC SBI and Wolverine Bank SBTC immediately prior to the Effective Time to be covered for a period of up to six (6) years after the Effective Time by the directors’ and officers’ liability insurance policy currently maintained by WBKC SBI (the “Existing Policy”) or by a comparable or better policy (the “Replacement Policy”). Prior to the Effective Time, as instructed by Horizon, WBKC SBI shall cause the applicable broker of record designation for its Existing Policy and its existing Financial Institution Bond (or similar policy) to be assigned to Horizon’s designee. Such assignments in favor of Horizon’s designee shall be executed by WBKC SBI with sufficient time to allow Horizon and its designee to place the insurance required by this Section. The Existing Policy or Replacement Policy, subject to policy terms and conditions, shall provide coverage with respect to covered acts or omissions occurring prior to the Effective Time; provided, however, that Horizon shall not be required to pay annual premiums for the Existing Policy (or for any Replacement Policy) in excess of 150% of the annual premium for the current annual term of the Existing Policy (the “Maximum Amount”); and, provided, further, however, that, if notwithstanding the use of reasonable efforts to do so, Horizon is unable to maintain or obtain the insurance called for by this Section 6.05(b), Horizon shall obtain as much comparable insurance as is available for the Maximum Amount. Horizon’s obligations within this Section 6.05(b) apply solely and exclusively to the Existing Policy and the existing Financial Institution Bond at each policy’s current limits of insurance, as well as its other terms, conditions, exclusions and annual premiums as of the date of this Agreement, and which must be continuously maintained in force by WBKC SBI without interruption, cancellation, or amendment until the Effective Time or Horizon’s obligations within this Section shall cease. (c) The provisions of this Section 6.05 shall survive the Effective Time and the obligations of Horizon provided under this Section 6.05 are intended to be for the benefit of, and shall be enforceable against Horizon directly by by, each Indemnified Party and his or her heirs and personal representatives. Horizon shall pay all reasonable costs, including attorneys’ fees, upon the final disposition of any claim, action, suit, proceeding or investigation by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 6.05 to the fullest extent permitted under applicable law, the articles of incorporation of WBKC or the bylaws of WBKC; provided, however, such payment of costs shall be paid by Horizon in advance of the final disposition of such claim, action, suit, proceeding or investigation upon receipt of: (i) written affirmation of an Indemnified Party’s good faith belief that the Indemnified Party is eligible to receive the indemnification provided for in this Section 6.05; and (ii) an unconditional written undertaking by or on behalf of the Indemnified Party to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by Horizon as authorized in this Section 6.05. (d) In the event that either Horizon or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Horizon shall assume the obligations set forth in this Section 6.05. (e) The following provisions shall apply to any challenge or litigation brought against SBI, SBTC or their respective employees, officers and directors with respect to the execution and/or consummation of this Agreement, the transactions contemplated hereby, or any proxy statement or registration statement issued in connection with the proposed transactions (“Transaction Litigation”): (i) At all times before the Closing, SBI shall keep Horizon fully informed about the conduct of any Transaction Litigation and shall not settle any such Transaction Litigation without Horizon’s advance written consent. (ii) Should Transaction Litigation continue or be initiated after the Closing, Horizon shall have the sole right to control the defense of the Transaction Litigation, including the right to settle any such litigation without consent from any SBI or SBTC employees, officers or directors who are defendants, so long as such settlement does not, with respect to any such defendants, (1) involve an admission of fault or personal liability, (2) impose any legal restrictions on such defendant’s future conduct, or (3) require payment of any amount in settlement.

D&O Insurance and Indemnification. (a) Subject to the limits of applicable federal banking law and regulations, Horizon shall indemnify and hold harmless (including the advancement of expenses as incurred) each present and former director and officer of WBKC and its Subsidiaries, including Wolverine Bank (each, an “Indemnified Party”) for For a period of six (6) years following the Effective Time, against any costs or expenses FFC agrees that all rights to indemnification (including reasonable attorneys’ fees), judgments, fines, losses, claims, damagesrights to advancement of expenses) provided for in the respective Certificate/Articles of Incorporation and Bylaws of HBI and Xxxxxxx Bank & Trust, or liabilities incurred required under any applicable Law, in connection with any claimeach case as in effect on the date hereof, actionwill survive the Merger and will not be amended, suit, proceedingrepealed, or investigationotherwise modified in any manner that would adversely affect the rights thereunder of the present and former directors and officers of HBI and Xxxxxxx Bank & Trust (each, whether civil, criminal, administrative, an “Indemnified Party”) for acts or investigative, arising out of omissions occurring or pertaining alleged to matters existing or occurring have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, . Notwithstanding anything to the same extent (and subject contrary contained in this Section 6.04, FFC shall not be required to the making of the same findings as to eligibility for such indemnification and/or advancement of expenses) that such indemnify, defend, or hold harmless any Indemnified Party would have been indemnified (to a greater extent than either HBI or entitled to advancement of expenses) as a director or officer of WBKC or any of its Subsidiaries under applicable law or WBKC’sXxxxxxx Bank & Trust could, or any such Subsidiaries’, articles of incorporation or bylaws as in effect as of the date of this Agreement, indemnify, defend, and hold harmless such Indemnified Party, and indemnification shall only be provided to the extent it is permitted by any applicable federal or state Laws. (b) Provided WBKC has historically carried directors’ and officers’ liability insurance and subject to the conditions of this Section 6.05(b), Horizon FFC shall to cause the persons serving as officers and directors of WBKC HBI and Wolverine Xxxxxxx Bank & Trust immediately prior to the Effective Time to be covered for a period of up to six (6) years after the Effective Time by the directors’ and officers’ liability insurance policy currently maintained by WBKC HBI (the “Existing Policy”) or by a comparable or better policy (the “Replacement Policy”). Prior to the Effective Time, as instructed by HorizonFFC, WBKC HBI shall cause the applicable broker of record designation for its Existing Policy and its existing Financial Institution Bond (or similar policy) to be assigned to HorizonFFC’s designee. Such assignments in favor of HorizonFFC’s designee shall be executed by WBKC HBI with sufficient time to allow Horizon FFC and its designee to place the insurance required by this Section. The Existing Policy or Replacement Policy, subject to policy terms and conditions, shall provide coverage with respect to covered acts or omissions occurring prior to the Effective Time; provided, however, that Horizon FFC shall not be required to pay annual premiums for the Existing Policy (or for any Replacement Policy) in excess of 150% of the annual premium for the current annual term of the Existing Policy (the “Maximum Amount”); and, provided, further, however, that, if Horizon FFC is unable to maintain or obtain the insurance called for by this Section 6.05(b6.04(b), Horizon FFC shall obtain as much comparable insurance as is available for the Maximum Amount. HorizonFFC’s obligations within this Section 6.05(b6.04(b) apply solely and exclusively to the Existing Policy and the existing Financial Institution Bond at each policy’s current limits of insurance, as well as its other terms, conditions, exclusions exclusions, and annual premiums as of the date of this Agreement, and which must be continuously maintained in force by WBKC HBI without interruption, cancellation, or amendment until the Effective Time or HorizonFFC’s obligations within this Section shall cease. (c) The provisions of this Section 6.05 6.04 shall survive the Effective Time and the obligations of Horizon provided under this Section 6.05 are intended to be for the benefit of, and shall be enforceable against Horizon directly by by, each Indemnified Party and his or her heirs and personal representatives. Horizon shall pay all reasonable costs, including attorneys’ fees, upon the final disposition of any claim, action, suit, proceeding or investigation by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 6.05 to the fullest extent permitted under applicable law, the articles of incorporation of WBKC or the bylaws of WBKC; provided, however, such payment of costs shall be paid by Horizon in advance of the final disposition of such claim, action, suit, proceeding or investigation upon receipt of: (i) written affirmation of an Indemnified Party’s good faith belief that the Indemnified Party is eligible to receive the indemnification provided for in this Section 6.05; and (ii) an unconditional written undertaking by or on behalf of the Indemnified Party to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by Horizon as authorized in this Section 6.05. (d) In the event that either Horizon FFC or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Horizon FFC shall assume the obligations set forth in this Section 6.056.04. (e) The following provisions shall apply to any challenge or litigation brought against HBI, Xxxxxxx Bank & Trust, or their respective employees, officers, and directors with respect to the execution and/or consummation of this Agreement, the transactions contemplated hereby, or any proxy statement issued in connection with the proposed transactions (“Transaction Litigation”): (i) At all times before the Closing, HBI shall keep FFC fully informed about the conduct of any Transaction Litigation and shall not settle any such Transaction Litigation without FFC’s advance written consent (which consent shall not be unreasonably withheld, conditioned, or delayed). (ii) Should Transaction Litigation continue or be initiated after the Closing, FFC shall have the sole right to control the defense of the Transaction Litigation, including the right to settle any such litigation without consent from any HBI or Xxxxxxx Bank & Trust employees, officers, or directors who are defendants, so long as such settlement does not, with respect to any such defendants, (1) involve an admission of fault or personal liability, (2) impose any legal restrictions on such defendant’s future conduct, or (3) require payment of any amount in settlement.

D&O Insurance and Indemnification. (a) Subject to the limits of applicable federal banking law and regulations, Horizon NWIN shall indemnify and hold harmless (including the advancement of expenses as incurred) each present and former director and officer of WBKC First Personal and its Subsidiaries, including Wolverine Bank FPB (each, an “First Personal Indemnified Party”) for a period of six (6) years following the Effective Time, Time against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, or liabilities incurred in connection with any claim, action, suit, proceeding, or investigation, whether civil, criminal, administrative, or investigative, arising out AGREEMENT AND PLAN OF MERGER PAGE 52 of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at at, or after the Effective Time, to the same extent (and subject to the making of the same findings as to eligibility for such indemnification and/or advancement of expenses) that such First Personal Indemnified Party would have been indemnified (or entitled to advancement of expenses) as a director or officer of WBKC First Personal or any of its Subsidiaries under applicable Delaware law or WBKC’s, First Personal’s or any such Subsidiaries’, ’ certificate or articles of incorporation or bylaws as in effect as of the date of this Agreement. (b) Provided WBKC has historically carried directors’ and officers’ liability insurance and subject Subject to the conditions of this Section 6.05(b), Horizon NWIN shall to cause the persons serving as officers and directors of WBKC First Personal and Wolverine Bank FPB immediately prior to the Effective Time to be covered for a period of up to six (6) years after the Effective Time by the directors’ and officers’ liability insurance policy currently maintained by WBKC First Personal (the “Existing Policy”) or by a comparable or better policy (the “Replacement Policy”). Prior to the Effective Time, as instructed by HorizonNWIN, WBKC First Personal shall cause the applicable broker of record designation for its Existing Policy and its existing Financial Institution Bond to be assigned to HorizonNWIN’s designee. Such assignments in favor of HorizonNWIN’s designee shall be executed by WBKC First Personal with sufficient time to allow Horizon NWIN and its designee to place the insurance required by this SectionSection 6.05(b). The Existing Policy or Replacement Policy, subject to policy terms and conditions, shall provide coverage with respect to covered acts or omissions occurring prior to the Effective Time; providedprovided that, however, that Horizon NWIN shall not be required to pay annual premiums for the Existing Policy (or for any Replacement Policy) in excess of 150% of the annual premium for the current annual term of the Existing Policy (the “Maximum Amount”); and, provided, further, however, provided further that, if Horizon notwithstanding the use of reasonable efforts to do so, NWIN is unable to maintain or obtain the insurance called for by this Section 6.05(b), Horizon NWIN shall obtain as much comparable insurance as is available for the Maximum Amount. HorizonNWIN’s obligations within under this Section 6.05(b) apply solely and exclusively to the Existing Policy and the existing Financial Institution Bond at each policy’s current limits of insurance, as well as its other terms, conditions, exclusions exclusions, and annual premiums premium as of the date of this Agreement, and which must be continuously maintained in force by WBKC First Personal without interruption, cancellation, or amendment until the Effective Time or HorizonNWIN’s obligations within under this Section 6.05(b) shall cease. (c) The provisions of this Section 6.05 shall survive the Effective Time and the obligations of Horizon provided under this Section 6.05 are intended to be for the benefit of, and shall be enforceable against Horizon directly by by, each First Personal Indemnified Party and his or her heirs and personal representatives. Horizon shall pay all reasonable costs, including attorneys’ fees, upon the final disposition of any claim, action, suit, proceeding or investigation by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 6.05 to the fullest extent permitted under applicable law, the articles of incorporation of WBKC or the bylaws of WBKC; provided, however, such payment of costs shall be paid by Horizon in advance of the final disposition of such claim, action, suit, proceeding or investigation upon receipt of: (i) written affirmation of an Indemnified Party’s good faith belief that the Indemnified Party is eligible to receive the indemnification provided for in this Section 6.05; and (ii) an unconditional written undertaking by or on behalf of the Indemnified Party to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by Horizon as authorized in this Section 6.05. (d) In the event that either Horizon NWIN or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Horizon NWIN shall assume the obligations set forth in this Section 6.05.