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”).
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 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”), and Wolverine Bank, a federally chartered savings bank and wholly-owned subsidiary of WBKC (“Wolverine Bank”), and (ii) David H. Dunn, the current President and Chief Executive Officer of Wolverine Bank (the “Executive”) (hereinafter collectively referred to as the “Parties”).
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
