Standard Contracts
EXHIBIT 8Agreement and Plan of Reorganization • October 14th, 1998 • German American Bancorp • State commercial banks
EXHIBIT 10.1 GERMAN AMERICAN BANCORP 711 Main Street P.O. Box 810 Jasper, Indiana 47547-0810 (812) 482-1314 Fax (812) 482-0758 HAND DELIVERY July 10, 1995Incentive Stock Option Agreement • November 13th, 1995 • German American Bancorp • State commercial banks
EXHIBIT 10.9 [GERMAN AMERICAN BANCORP LETTERHEAD] HAND DELIVERY September 2, 1998 Mr. George W. Astrike German American Bancorp 711 Main Street Box 810 Jasper, Indiana 47576 RE: Stock Option Agreement Dear Mr. Astrike: The Stock Option Committee of...Stock Option Agreement • October 14th, 1998 • German American Bancorp • State commercial banks
Exhibit 10.8 AGREEMENT FOR CONSULTING SERVICES THIS AGREEMENT, made and entered into this 21st day of August, 1998, by and between German American Bancorp, a bank holding company incorporated pursuant to the laws of the State of Indiana, (hereinafter...Consulting Agreement • March 29th, 2000 • German American Bancorp • State commercial banks • Indiana
AMENDMENT TO AGREEMENT FOR CONSULTING SERVICESConsulting Services Agreement • March 23rd, 2001 • German American Bancorp • State commercial banks
RIGHTS AGREEMENTRights Agreement • May 10th, 2005 • German American Bancorp • State commercial banks • Indiana
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • June 25th, 2019 • German American Bancorp, Inc. • State commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of June 25, 2019, and is made by and among German American Bancorp, Inc., an Indiana corporation (“Company”), and the several purchasers of the Subordinated Notes identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 25th, 2019 • German American Bancorp, Inc. • State commercial banks • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of June 25, 2019 and is made by and among German American Bancorp, Inc., an Indiana corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).
EXHIBIT 10.2 HAND DELIVERY August 3, 1998 Mr. Urban R. Giesler German American Bancorp 711 Main Street P O Box 810 Jasper, IN 47547-0810 RE: Incentive Stock Option Agreement Dear Mr. Giesler: The Stock Option Committee of the Board of Directors of...Incentive Stock Option Agreement • November 13th, 1998 • German American Bancorp • State commercial banks
AMENDMENTExecutive Deferred Compensation Agreement • March 23rd, 2001 • German American Bancorp • State commercial banks
GERMAN AMERICAN BANCORP, INC. As Issuer, and U.S. Bank National Association As Trustee INDENTURE Dated as of June 25, 2019 4.50% Fixed-to-Floating Rate Subordinated Notes due 2029Indenture • June 25th, 2019 • German American Bancorp, Inc. • State commercial banks • Indiana
This INDENTURE dated as of June 25, 2019 is between German American Bancorp, Inc., an Indiana corporation (the “Company”), and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
EXHIBIT 8 [LEAGRE & BARNES LETTERHEAD] November 18, 1996 German American Bancorp 711 Main Street Box 810 Jasper, Indiana 47546 Subject: Agreement and Plan of Reorganization by and among Peoples Bancorp of Washington, The Peoples National Bank and...Agreement and Plan of Reorganization • November 19th, 1996 • German American Bancorp • State commercial banks
PURCHASE AND ASSUMPTION AGREEMENT dated as of February 12, 2018 between MAINSOURCE BANK and GERMAN AMERICAN BANCORPPurchase and Assumption Agreement • February 13th, 2018 • German American Bancorp, Inc. • State commercial banks • Indiana
This PURCHASE AND ASSUMPTION AGREEMENT, dated as of February 12, 2018, between MainSource Bank, an Indiana state chartered bank (“Seller”) and a wholly-owned subsidiary of MainSource Financial Group, Inc., an Indiana corporation (“MainSource”) with its principal office located in Greensburg, Indiana, and German American Bancorp, an Indiana state chartered bank (“Purchaser”) and a wholly-owned subsidiary of German American Bancorp, Inc., an Indiana corporation, with its principal office located in Jasper, Indiana.
LIFE INSURANCEEndorsement Method Split Dollar Plan Agreement • March 31st, 1999 • German American Bancorp • State commercial banks
EXHIBIT 10.1 This letter, upon your delivery of an executed copy to the Corporation, shall constitute a binding incentive stock option agreement between you and the Corporation.Incentive Stock Option Agreement • May 14th, 1997 • German American Bancorp • State commercial banks
Exhibit 10.1 This letter, upon your delivery of an executed copy to the Corporation, shall constitute a binding incentive stock option agreement between your the Corporation.Incentive Stock Option Agreement • August 14th, 1998 • German American Bancorp • State commercial banks
Dear Mr. Essany: The Stock Option Committee of the Board of Directors of German American Bancorp (the _Corporation_ ), pursuant to section 7 of the GAB Bancorp 1992 Stock Option Plan (the _ Plan_ ), hereby grants to you, in replacement of a portion of the shares covered by your options dated April 20, 1993 and January 15, 1997, which has been exercised in part as of this date, a replacement option (the _Option_ ), which Option shall have the following terms and conditions, in addition to those provided in the Plan: 1. NumberseofPrShares:e$31.1,155ershares,,e subjectteto adjustmentdassprovidedpinethetPlan. 0e noon,atJasper time,eonoAprilf19,o2003. he date of this Option, and shall be cancel The Option, which is intended to qualify as an _ incentive stock option_ within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, shall be in all respects limited and conditioned as provided in the Plan. A copy of the Plan is enclosed with this letter. During your lifetime,
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN AGREEMENTExecutive Supplemental Retirement Plan Agreement • March 31st, 1999 • German American Bancorp • State commercial banks • Indiana
LOAN AGREEMENT between U.S. BANK NATIONAL ASSOCIATION and GERMAN AMERICAN BANCORP, INC. Dated as of October 11, 2018Loan Agreement • October 15th, 2018 • German American Bancorp, Inc. • State commercial banks • Ohio
This LOAN AGREEMENT (this “Agreement”) is dated as of October 11, 2018, and is made by and between GERMAN AMERICAN BANCORP, INC., an Indiana corporation (“Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Lender”).
Restricted Stock Award Agreement (2018/2019 Additional Retainer) for _________________ (“Director”) December 17, 2018Restricted Stock Award Agreement • 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.
LTI Restricted Stock Award Agreement for ________________ ("Participant") March 15, 2017Lti Restricted Stock Award Agreement • 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.
EMPLOYEE STOCK OPTION AGREEMENT (Replacement Grant)Employee Stock Option Agreement • March 11th, 2011 • German American Bancorp, Inc. • State commercial banks
THIS AGREEMENT (“Agreement”), entered into as of the Grant Date (as defined in paragraph 1), by and between the Participant and GERMAN AMERICAN BANCORP, an Indiana corporation (the “Company”), WITNESSETH THAT:
TRANSITION EMPLOYMENT AGREEMENTTransition Employment Agreement • December 17th, 2015 • German American Bancorp, Inc. • State commercial banks • Indiana
This Transition Employment Agreement (“Agreement”) is made and entered into this day of , 2016, by and between MATTHEW FORRESTER (“Employee”) and GERMAN AMERICAN BANCORP (“German American”).
Second Amended And Restated Loan And Subordinated Debenture Purchase Agreement Between German American Bancorp, Inc. And Jpmorgan Chase Bank, N.A. Dated as of December 29, 2006Loan and Subordinated Debenture Purchase Agreement • March 12th, 2012 • German American Bancorp, Inc. • State commercial banks • Illinois
This Second Amended and Restated Loan And Subordinated Debenture Purchase Agreement (this “Agreement”) is dated as of December 29, 2006 and is made by and between German American Bancorp, Inc., a Indiana corporation (“Borrower”), and JPMorgan Chase Bank, N.A., a national banking association (“Lender”).
AGREEMENT AND PLAN OF REORGANIZATION by and among RIVER VALLEY BANCORP, an Indiana corporation, RIVER VALLEY FINANCIAL BANK, an Indiana bank, GERMAN AMERICAN BANCORP, INC. an Indiana corporation, and GERMAN AMERICAN BANCORP an Indiana bank October 26,...Merger Agreement • October 26th, 2015 • German American Bancorp, Inc. • State commercial banks • Indiana
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made as of October 26, 2015, by and among RIVER VALLEY BANCORP, an Indiana corporation (“RVB”), RIVER VALLEY FINANCIAL BANK, an Indiana bank (“River Valley Financial”), GERMAN AMERICAN BANCORP, INC., an Indiana corporation (“GABC”), and GERMAN AMERICAN BANCORP, an Indiana bank (“German American”).
NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENTNon-Employee Director Stock Option Agreement • March 11th, 2011 • German American Bancorp, Inc. • State commercial banks
THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph 1), by and between the Participant and GERMAN AMERICAN BANCORP (the “Company”), WITNESSETH THAT:
INDENTURE GERMAN AMERICAN BANCORP, INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Dated as of April 30, 2009 8% Redeemable Subordinated Debentures Due 2019Indenture • May 4th, 2009 • German American Bancorp, Inc. • State commercial banks • New York
INDENTURE dated as of April 30, 2009, between GERMAN AMERICAN BANCORP, INC., an Indiana corporation ("Company"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee ("Trustee").
EMPLOYEE DIRECTOR STOCK OPTION AGREEMENTEmployee Director Stock Option Agreement • March 11th, 2011 • German American Bancorp, Inc. • State commercial banks
THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph 1), by and between the Participant and GERMAN AMERICAN BANCORP (the “Company”), WITNESSETH THAT:
VOTING AGREEMENTVoting Agreement • October 26th, 2015 • German American Bancorp, Inc. • State commercial banks • Indiana
THIS VOTING AGREEMENT (“Agreement”) is made and entered into as of October 26, 2015, by and among GERMAN AMERICAN BANCORP, INC., an Indiana corporation (“German American”), and the undersigned securityholder(s) (each, the “Securityholder,” which term is used to describe all undersigned securityholders together if more than one) of River Valley Bancorp, an Indiana corporation, that is not a party to this Agreement (the “Company”). All capitalized terms herein not otherwise defined shall have the meaning ascribed to them in the “Merger Agreement” (as defined below).
FORM OF TAX OPINION] February __, 1998 German American Bancorp 711 Main Street Box 810 Jasper, Indiana 47546 Subject: Agreement and Plan of Reorganization by and among CSB Bancorp, The Citizens State Bank of Petersburg, German American Bancorp, German...Tax Opinion • February 26th, 1998 • German American Bancorp • State commercial banks
STOCK PLEDGE AGREEMENTStock Pledge Agreement • January 30th, 2013 • German American Bancorp, Inc. • State commercial banks • Kentucky
THIS STOCK PLEDGE AGREEMENT (the “Agreement”) is made and entered into as of the 25 day of January, 2013, by and between [i] GERMAN AMERICAN BANCORP, INC., a corporation existing under the laws of Indiana (“Borrower”) and [ii] STOCK YARDS BANK & TRUST COMPANY, a Kentucky banking corporation (“Lender”).
6 ARTICLE II TERM Section 2.01. The Original Term. The term of this Sublease is for a period ending July 31, 1995, which may be referred to hereinafter as the "Original Term". Section 2.02. Commencement Date. The Commencement Date of the Original Term...Sublease • November 19th, 1996 • German American Bancorp • State commercial banks
AGREEMENT AND PLAN OF REORGANIZATION by and among CITIZENS FIRST CORPORATION, a Kentucky corporation, CITIZENS FIRST BANK, INC., a Kentucky bank, GERMAN AMERICAN BANCORP, INC., an Indiana corporation, and GERMAN AMERICAN BANK, an Indiana bank February...Merger Agreement • February 22nd, 2019 • German American Bancorp, Inc. • State commercial banks • Indiana
THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of February 21, 2019, by and among CITIZENS FIRST CORPORATION, a Kentucky corporation ("Citizens First"), CITIZENS FIRST BANK, INC., a Kentucky bank ("CF Bank"), GERMAN AMERICAN BANCORP, INC., an Indiana corporation ("GABC"), and GERMAN AMERICAN BANK, an Indiana bank ("German American").
GERMAN AMERICAN BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT ("Agreement") is made and entered into as of the 8th day of March, 2021, by and between RANDALL L. BRAUN ("Executive") and GERMAN...Supplemental Executive Retirement Agreement • March 12th, 2021 • German American Bancorp, Inc. • State commercial banks • Indiana
VOTING AGREEMENTVoting Agreement • February 22nd, 2019 • German American Bancorp, Inc. • State commercial banks • Indiana
THIS VOTING AGREEMENT ("Agreement") is made and entered into as of February 21, 2019, by and among GERMAN AMERICAN BANCORP, INC., an Indiana corporation ("German American"), and the undersigned securityholders (each, the "Securityholder," which term is used to describe all undersigned securityholders together if more than one) of Citizens First Corporation, a Kentucky corporation (the "Company"). All capitalized terms herein not otherwise defined shall have the meaning ascribed to them in the "Merger Agreement" (as defined below).
Second Amendment to Second Amended and Restated Loan and Subordinated Debenture Purchase AgreementLoan and Subordinated Debenture Purchase Agreement • November 7th, 2008 • German American Bancorp, Inc. • State commercial banks • Illinois
This Second Amendment To the Second Amended and Restated Loan And Subordinated Debenture Purchase Agreement (this “Amendment”), dated September 30, 2008, is between JPMorgan Chase Bank, N.A. (“Lender), and German American Bancorp, Inc., an Indiana Corporation (“Borrower”).
