German American Sample Contracts

Restricted Stock Award Agreement (2018/2019 Additional Retainer) for _________________ (“Director”) December 17, 2018
German American • March 1st, 2019 • German American Bancorp, Inc. • State commercial banks

German American Bancorp, Inc. (the “Company”) is pleased to grant to you an award pursuant to the resolution of the Company’s Board of Directors adopted as of the date of this document consisting of a certain amount of shares of Common Stock of the Company (the “Common Stock”) subject to certain restrictions under the Company’s 2009 Long Term Equity Incentive Plan (the “Plan”) and this Agreement (“Agreement”). This Agreement and the 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 document for more information regarding your rights and obligations under this Agreement.

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LTI Restricted Stock Award Agreement for ________________ ("Participant") March 15, 2017
German American • March 16th, 2017 • German American Bancorp, Inc. • State commercial banks

German American Bancorp, Inc. (the "Company") is pleased to grant to you a long-term incentive award pursuant to its 2016 Management Incentive 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.

GERMAN AMERICAN BANCORP, INC. LTI Restricted Stock Award Agreement for _________________ (“Participant”) March 15, 2011
German American • March 12th, 2012 • 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 long-term incentive ("LTI") award program consisting of certain shares of Common Stock of the Company (including the accompanying preferred stock purchase rights) (the "Common Stock"), and rights to receive cash payments and credits (such shares and cash rights being referred to as "your Award") subject to certain restrictions under the Company's 2009 Long Term Equity Incentive Plan (the "Plan") and this Agreement ("Agreement"). This Agreement and the shares and cash rights 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 document for more information regarding your rights and obligations under this Agreement.

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