LTI Restricted Stock Award Agreement for ________________ ("Participant") March 16, 2015German American • May 11th, 2015 • German American Bancorp, Inc. • State commercial banks
German American Bancorp, Inc. (the "Company") is pleased to grant to you an incentive award pursuant to its Management Long-Term Incentive Plan ("LTI Plan") award program consisting of (i) certain Service-Based Restricted Shares of the Company (the "Restricted Stock"), subject to the terms, conditions and applicable restrictions under the Company's 2009 Long Term Equity Incentive Plan (the "Plan"), and (ii) rights to receive cash payments and credits ("LTI Cash Rights") (such Restricted Stock and LTI Cash Rights being referred to as "your Award"), subject to the terms and condition of this Agreement ("Agreement"). This Agreement and the Restricted Shares granted hereby are subject to the terms and conditions of the Plan, the terms of which are incorporated herein. Any capitalized term that is not defined in this Agreement has the meaning described by the Plan. Please see the Plan and the Plan's prospectus for more information regarding your rights and obligations under this Agreement.
