<PAGE>
EXHIBIT 10.01
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Termination Agreement") is made
this
10th day of February, 2005 by and among
Blue River Bancshares, Inc. ("Blue
River"), Shelby County Bank ("Shelby
County"), Heartland Bancshares, Inc.
("Heartland"), and Heartland Community Bank
("Heartland Bank"). Blue River,
Shelby County, Heartland, and Heartland
Bank are sometimes referred to herein
individually as a "Party" and collectively
as the "Parties".
W I T N E S S E T H:
WHEREAS, Blue River, Shelby County, Heartland and Heartland Bank
are
parties to that certain Agreement of
Affiliation and Merger (the "Company Merger
Agreement"), dated as of August 31,
2004;
WHEREAS, Shelby County and Heartland Bank are parties to that
certain
Plan of Reorganization and Merger (the
"Bank Merger Agreement"), dated as of
August 31, 2004;
WHEREAS, Blue River
and Heartland are parties to those certain
reciprocal Stock Option Agreements (the
"Heartland Stock Option Agreement" and
the "Blue River Stock Option Agreement"),
each dated as of August 31, 2004;
WHEREAS, each member of the Board of Directors of Blue River is a
party
to that certain Voting Agreement (the "Blue
River Voting Agreement"), dated as
of August 31, 2004;
WHEREAS, each member of the Board of Directors of Heartland is a
party
to that certain Voting Agreement (the
"Heartland Voting Agreement"), dated as of
August 31, 2004;
WHEREAS, Blue River and certain shareholders of Heartland who
are
deemed to be affiliates of Heartland are
parties to those certain Affiliate
Agreements (each, an "Affiliate Agreement",
collectively, the "Affiliate
Agreements"), dated as of August 31,
2004;
WHEREAS, Blue River, Heartland and certain persons identified as
the
Breeden 13D Group are parties to that
certain Confidentiality Agreement (the
"Confidentiality Agreement"), dated as of
April 26, 2004; and
WHEREAS, the Parties have agreed that the Company Merger Agreement,
the
Bank Merger Agreement, the Heartland Stock
Option Agreement, the Blue River
Stock Option Agreement, the Blue River
Voting Agreement, the Heartland Voting
Agreement and the Affiliate Agreements
should be terminated.
NOW, THEREFORE, in consideration of the foregoing premises, the
mutual
obligations herein contained and other good
and valuable consideration, the
receipt and sufficiency of which are hereby
acknowledged, the Parties hereby
agree as follows:
1
<PAGE>
SECTION 1
TERMINATION OF AGREEMENTS
1.01. Termination of Company Merger Agreement. Pursuant to
Section
9.01(a)(i) of the Company Merger Agreement,
Blue River, Shelby County, Heartland
and Heartland Bank agree that, as of the
date hereof, the Company Merger
Agreement shall be terminated and shall be
of no further force or effect, and
there shall be no further obligations or
restrictions on future activities on
the part of Blue River, Shelby County,
Heartland, or Heartland Bank under the
Company Merger Agreement, except as
provided in compliance with: (i) the
confidentiality provisions set forth in
Section 6.10 and 7.09 of the Company
Merger Agreement; (ii) the payment of
expenses set forth in Section 11.10 of the
Company Merger Agreement; and (iii) the
payment of equal portions of certain
fees of Crowe Chizek and Company LLC, as
set forth in a letter that the parties
have executed and delivered concurrently
with this Termination Agreement. The
obligations described in subparts (i), (ii)
and (iii) above shall survive the
termination of the Company Merger
Agreement.
1.02. Termination of Bank Merger Agreement. Shelby County and
Heartland
Bank agree that, as of the date hereof, the
Bank Merger Agreement shall be
terminated and shall be of no further force
or effect, and there shall be no
further obligations or restrictions on
future activities on the part of Shelby
County or Heartland thereunder.
1.03. Termination of Blue River Stock Option Agreement. Blue
River
hereby represents that, as of the date
hereof, there has not been an "Initial
Triggering Event" (as defined in section
2(c) of the Blue River Stock Option
Agreement). Blue River and Heartland agree
that, as of the date hereof: (i) the
termination of the Company Merger Agreement
constitutes an "Exercise Termination
Event" (as defined in Section 2(b) of the
Blue River Stock Option Agreement);
and (ii) the Blue River Stock Option
Agreement shall be terminated and shall be
of no further force or effect, and there
shall be no further obligations or
restrictions on future activities on the
part of Blue River or Heartland
thereunder.
1.04. Termination of Heartland Stock Option Agreement. Heartland
hereby
represents that, as of the date hereof,
there has not been an "Initial
Triggering Event" (as defined in section
2(c) of the Heartland Stock Option
Agreement). Blue River and Heartland agree
that, as of the date hereof: (i) the
termination of the Company Merger Agreement
constitutes an "Exercise Termination
Event" (as defined in Section 2(b) of the
Heartland Stock Option Agreement); and
(ii) that the Heartland Stock Option
Agreement shall be terminated and shall be
of no further force or effect, and there
shall be no further obligations or
restrictions on future activities on the
part of Blue River or Heartland
thereunder.
1.05. Termination of Blue River Voting Agreement. Each of the
Parties
agree that, as of the date hereof, by
virtue of the termination of the Company
Merger Agreement, the Blue River Voting
Agreement shall be terminated and shall
be of no further force or effect, and there
shall be no further obligations or
restrictions on future activities on the
part of any person under the Blue River
Voting Agreement.
2
<PAGE>
1.06. Termination of Heartland Voting Agreement. Each of the
Parties
agree that, as of the date hereof, by
virtue of the
