WOLVERINE BANK AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2017 • Wolverine Bancorp, Inc. • Savings institutions, not federally chartered • Michigan
This Amended and Restated Employment Agreement (“Agreement”) by and between Wolverine Bank with its principal offices located at 5710 Eastman Avenue, Midland, Michigan, 48640 (the “Bank”) and David H. Dunn (“Executive”) is hereby entered into effective as of July 1, 2016 (the “Effective Date”). Any reference herein to the “Company” shall mean Wolverine Bancorp, Inc., the parent holding company of the Bank.
FORM OF] WOLVERINE BANK, F.S.B. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 3rd, 2010 • Wolverine Bancorp, Inc. • Savings institutions, not federally chartered • Michigan
This Amended and Restated Employment Agreement (“Agreement”) by and between Wolverine Bank, F.S.B., whose principal offices are located at 5710 Eastman Avenue, Midland, Michigan, 48640 (“Bank” or “Employer”) and David H. Dunn (“Executive”) is hereby amended and restated as of , 2010 (the “Effective Date”). Any reference herein to the “Company” shall mean Wolverine Bancorp, Inc., the parent holding company of the Bank.
WOLVERINE BANK LONG TERM INCENTIVE PLANLong Term Incentive Plan • September 16th, 2010 • Wolverine Bancorp, Inc. • Michigan
Wolverine Bank (the “Company”) and David H. Dunn (the “Participant”) hereby enter into this Long Term Incentive Plan (the “Plan”) agreement for the purpose of retaining the services of the Participant and rewarding him for his contribution to the long term growth and profitability of the Company. The Plan shall be subject to the following terms and conditions.
Restricted Stock Award Granted by WOLVERINE BANCORP, INC. under the WOLVERINE BANCORP, INC.Restricted Stock Agreement • August 23rd, 2012 • Wolverine Bancorp, Inc. • Savings institutions, not federally chartered
This Restricted Stock Award Agreement (the “Restricted Stock Award” or this “Agreement”) is and will be subject in every respect to the provisions of the 2012 Equity Incentive Plan (the “Plan”) of Wolverine Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have t
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN HORIZON BANCORP AND WOLVERINE BANCORP, INC. DATED AS OF JUNE 13, 2017Agreement and Plan of Merger • June 19th, 2017 • Wolverine Bancorp, Inc. • Savings institutions, not federally chartered • Indiana
This Agreement and Plan of Merger (this “Agreement”) is dated to be effective as of the 13th day of June, 2017, by and between Horizon Bancorp, an Indiana corporation (“Horizon”), and Wolverine Bancorp, Inc., a Maryland corporation (“WBKC”).
Stock Option Granted by WOLVERINE BANCORP, INC. under the WOLVERINE BANCORP, INC.Stock Option Agreement • August 23rd, 2012 • Wolverine Bancorp, Inc. • Savings institutions, not federally chartered
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2012 Equity Incentive Plan (the “Plan”) of Wolverine Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan.
MUTUAL TERMINATION OF EMPLOYMENT AGREEMENTMutual Termination of Employment Agreement • June 19th, 2017 • Wolverine Bancorp, Inc. • Savings institutions, not federally chartered • Michigan
This Mutual Termination of Employment Agreement (“Agreement”) is entered into on this 13th day of June, 2017, and effective as of the Effective Time of the Merger (each as defined below) by and between: (i) Wolverine Bancorp, Inc., a Maryland corporation (“WBKC”), Wolverine Bank, a federally chartered savings bank and wholly-owned subsidiary of WBKC (“Wolverine Bank”), and (ii) Rick A. Rosinski, the current Chief Operating Officer of Wolverine Bank (the “Executive”) (hereinafter collectively referred to as the “Parties”).
Stock Option Granted by WOLVERINE BANCORP, INC. under the WOLVERINE BANCORP, INC.Option Agreement • August 23rd, 2012 • Wolverine Bancorp, Inc. • Savings institutions, not federally chartered
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2012 Equity Incentive Plan (the “Plan”) of Wolverine Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan.
WOLVERINE BANCORP, INC. up to 3,392,500 Shares (subject to increase up to 3,901,375 shares) COMMON SHARES ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENTAgency Agreement • September 16th, 2010 • Wolverine Bancorp, Inc. • New York
VOTING AGREEMENTVoting Agreement • June 19th, 2017 • Wolverine Bancorp, Inc. • Savings institutions, not federally chartered • Indiana
Each of the undersigned, being all of the directors and executive officers of Wolverine Bancorp, Inc. (“WBKC”) and Wolverine Bank, a federally-chartered savings bank and wholly-owned subsidiary of WBKC (“Wolverine Bank”) having, in the case of the WBKC directors, voted for the approval and adoption by WBKC of that certain Agreement and Plan of Merger (“Agreement and Plan of Merger”) among WBKC and Horizon Bancorp (“Horizon”), whereby Horizon will acquire all of the outstanding capital stock of WBKC in exchange for shares of Horizon common stock, no par value per share (the “Holding Company Merger”), in consideration of the benefits to be derived from the consummation of such merger and in consideration of the mutual agreements made in the Agreement and Plan of Merger and herein, and in order to induce Horizon to execute and deliver the Agreement and Plan of Merger to WBKC and to proceed with the consummation of the Holding Company Merger and to incur the expenses required in connection
RP® FINANCIAL, LC. Serving the Financial Services Industry Since 1988Wolverine Bancorp, Inc. • September 16th, 2010
This letter sets forth the agreement between Wolverine Bank, FSB, Midland, Michigan (the “Bank”), and RP® Financial, LC. (“RP Financial”) for independent conversion appraisal services pertaining to the Bank’s simultaneous holding company formation and mutual-to-stock conversion. The specific appraisal services to be rendered by RP Financial are described below. These services will be conducted by our senior consulting staff and will be directed by the undersigned.
