What changed in this filing

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Item 9A. Controls and Procedures

2022-03-30 compared with 2021-03-22 · 34 added, 32 removed, 116 unchanged (36% of the section changed)

4 unchanged sentences

There were no changes in the Bancorp’s internal control over financial reporting during the year ended December 31, 2021, that have materially affected or are reasonably likely to affect, the Bancorp’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Management ’

s Report on Internal Control Over Financial Reporting

The management of the Bancorp is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934.

9 unchanged sentences

There are no items reportable under this item.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Page 103 of 108

3 unchanged sentences

"Security Ownership by Certain Beneficial Owners and Management,”

“Section 16(a) Beneficial Ownership Reporting Compliance" and “Corporate Governance - Code of Ethics”

“Delinquent Section 16(a) Reports" and “Corporate Governance - Code of Ethics”

in the Bancorp’s definitive Proxy Statement for the 2022 Annual Meeting of Shareholders is incorporated herein by reference.

30 unchanged sentences

in the Bancorp’s definitive Proxy Statement for its 2022 Annual Meeting of Shareholders, is incorporated herein by reference.

Principal Accountant Fees and Services

Principal Accountant Fees and Services ( BKD, LLP PCAOB 686 , Indianapolis, Indiana )

The information contained under the section captioned "Independent Registered Public Accounting Firm’s Services and Fees" in the Bancorp’s definitive Proxy Statement for its 2022 Annual Meeting of Shareholders, is incorporated herein by reference.

7 unchanged sentences

Consolidated Statements of Comprehensive Income

Consolidated Statements of Changes in Stockholders’

Consolidated Statements of Changes in Stockholders’ Equity

Consolidated Statements of Cash Flows   

Notes to Consolidated Financial Statements  

Financial Statement Schedules:

Not Applicable.

Agreement and Plan of Merger by and among NorthWest Indiana Bancorp and AJS Bancorp, Inc.

Number          

Agreement and Plan of Merger by and among Finward Bancorp and Royal Financial, Inc.

dated July 28, 2021 (incorporated herein by reference to Exhibit 2.1 of the Bancorp’s Form 8-K dated July 29, 2021).

Articles of Incorporation (incorporated herein by reference to Exhibit 3(i) to the Bancorp’s Registration Statement on Form S-4 filed March 3, 1994 (File No.

Amended and Restated By-Laws of NorthWest Indiana Bancorp (Amended and Restated as of May 18, 2018) (incorporated herein by reference to Exhibit 3.1 of the Bancorp’s Form 8-K dated May 21, 2018).

Restated Articles of Incorporation of Finward Bancorp (incorporated herein by reference to Exhibit 3.1 of the Bancorp’s Form 8-K dated March 2, 2022).

Amended and Restated By-Laws of Finward Bancorp (Amended and Restated as of May 24, 2021) (incorporated herein by reference to Exhibit 3.2 of the Bancorp’s Form 8-K dated May 24, 2021).

Unqualified Deferred Compensation Plan for the Officers of Peoples Bank effective January 1, 2005 (incorporated herein by reference to Exhibit 10.1 of the Bancorp’s Form 10-K filed on March 5, 2019).

Amended Post 2004 Unfunded Deferred Compensation Plan for the Directors of Peoples Bank effective January 1, 2005 (incorporated herein by reference to Exhibit 10.2 of the Bancorp’s Form 10-K filed on March 5, 2019).

NorthWest Indiana Bancorp 2015 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Bancorp’s Form 8-K dated April 24, 2015).

Form of Nonqualified Stock Option Agreement under the NorthWest Indiana Bancorp 2015 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the Bancorp’s Form 8-K dated April 24, 2015).

Form of Incentive Stock Option Agreement under the NorthWest Indiana Bancorp 2015 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the Bancorp’s Form 8-K dated April 24, 2015).

Form of Agreement for Restricted Stock under the NorthWest Indiana Bancorp 2015 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.4 of the Bancorp’s Form 8-K dated April 24, 2015).

Amended and Restated 2015 Stock Option and Incentive Plan of Finward Bancorp (incorporated herein by reference to Exhibit 10.1 of the Bancorp’s Form 8-K dated March 2, 2022).

Form of Nonqualified Stock Option Agreement under the Amended and Restated Finward Bancorp 2015 Stock Option and Incentive Plan.

Form of Incentive Stock Option Agreement under the Amended and Restated Finward Bancorp 2015 Stock Option and Incentive Plan.

Form of Agreement for Restricted Stock under the Amended and Restated Finward Bancorp 2015 Stock Option and Incentive Plan.

Employment Agreement, dated June 28, 2021, by and among Finward Bancorp, Peoples Bank and David A.

Bochnowski (incorporated herein by reference to Exhibit 10.1 of the Bancorp’s Form 8-K dated July 1, 2021).

Page 105 of 108

Amended and Restated Employment Agreement, dated February 16, 2016, by and among NorthWest Indiana Bancorp.

Peoples Bank and David A.

Bochnowski (incorporated herein by reference to Exhibit 10.1 of the Bancorp’s Form 8-K dated February 26, 2016).

Employment Agreement between NorthWest Indiana Bancorp.

Peoples Bank, and Benjamin J.

Employment Agreement between Finward Bancorp, Peoples Bank, and Benjamin J.

Bochnowski dated August 1, 2017 (incorporated herein by reference to Exhibit 10.1 of the Bancorp’s Form 8-K dated August 4, 2017).

First Amendment to Employment Agreement between NorthWest Indiana Bancorp.

Peoples Bank, and Benjamin J.

First Amendment to Employment Agreement between Finward Bancorp, Peoples Bank, and Benjamin J.

Bochnowski dated as of July 27, 2018 (incorporated herein by reference to Exhibit 10.2 of the Bancorp’s Form 8-K dated July 30, 2018).

Second Amendment to Employment Agreement between Finward Bancorp, Peoples Bank, and Benjamin J.

Bochnowski dated as of March 15, 2021 (incorporated herein by reference to Exhibit 10.3 of the Bancorp’s Form 8-K dated March 17, 2021).

Third Amendment to Employment Agreement between Finward Bancorp, Peoples Bank, and Benjamin J.

Bochnowski dated as of May 3, 2021 (incorporated herein by reference to Exhibit 10.2 of the Bancorp’s Form 8-K dated May 5, 2021).

Form of Non-Solicitation and Confidentiality Agreement between Peoples Bank and each of its Executive Officers (incorporated herein by reference to Exhibit 10.2 of the Bancorp’s Form 10-Q filed on May 9, 2018).

NorthWest Indiana Bancorp Executive Change in Control Severance Plan (incorporated herein by reference to Exhibit 10.1 of the Bancorp’s Form 10-Q filed on October 29, 2019).

Finward Bancorp Executive Change in Control Severance Plan (incorporated herein by reference to Exhibit 10.1 of the Bancorp’s Form 10-Q filed on October 29, 2019).

Finward Bancorp Executive Incentive Plan

Letter to Securities and Exchange Commission from Plante & Moran, PLLC dated September 23, 2020 (incorporated herein by reference to Exhibit 16.1 of the Bancorp’s Form 8-K dated September 23, 2020).

1 unchanged sentence

Subsidiaries of the Bancorp.

BKD, LLP –

Consent of Independent Registered Public Accounting Firm.

Plante & Moran, PLLC - Consent of Independent Registered Public Accounting Firm.

16 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NORTHWEST INDIANA BANCORP

By /s/ Benjamin J.

FINWARD BANCORP

/s/ Benjamin J.

President and

3 unchanged sentences

Signature  

 Principal Executive Officer:

 /s/Benjamin J.

 President and

Principal Executive Officer:

/s/Benjamin J.

President and

Bochnowski 

11 unchanged sentences

/s/Anthony M.

Page 107 of 108

 Director 

 James L.

 Director

1 unchanged sentence

Danette Garza

Page 108 of 108

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures