AMENDMENT TO EXECUTIVE DEFERRED COMPENSATION AGREEMENT
This Amendment to Executive Deferred Compensation Agreement is entered
into as of August 31, 2000, by and between The German American Bank, a banking
corporation organized and existing under the laws of the state of Indiana
("German American"), and Xxxxxx X. Xxxxxxx ("Executive").
BACKGROUND
A. German American and the Executive previously entered into an Executive
Deferred Compensation Agreement, effective January 1, 1993.
B. The parties now wish to amend the Agreement as provided herein.
Therefore, the Agreement is amended as follows, effective as of January 1,
1993:
AMENDMENT
1. Section 1.7 is amended to read as follows:
"Deferred Compensation Benefit" means that benefit that can be
provided by annuitizing the Executive's Retirement Account over a one
hundred eighty (180) month period. The monthly interest factor used to
annuitize the account balance shall be the average Monthly Interest
Factor from the Effective Date until Normal Retirement Date.
2. Section 1.13 is amended to read as follows:
"Monthly Interest Factor" means monthly compounding of interest, as
follows: (a) from the Effective Date through December 31, 1995, the
greater of .667% or Moving Average XXX (as defined in Subsection 1.14)
divided by twelve (12); and (b) after December 31, 1995, the greater
of .667% or the Moving Average XXX, as limited under Subsection 1.18,
divided by twelve (12). For purposes of clauses (a) and (b) above,
monthly crediting of interest shall be administered as follows: the
balance of the Retirement Account shall be credited with interest
monthly at a rate of .667%, and within sixty (60) days after the end
of each calendar year end through the Normal Retirement Date, an
additional amount shall be credited to the Retirement Account to the
extent that XXX exceeds 8%. When applicable, such additional amount
shall be credited in a manner that results in the actual interest rate
for each month of the previous calendar year being equal to Moving
Average XXX (subject to the limitations under Subsection 1.18) divided
by twelve (12).
3. Section 1.14 is amended to read as follows:
"Moving Average XXX" means a five (5) year moving average of XXX,
subject to the limitation under Subsection 1.18. Such an average is to
be computed by accumulating XXX for each of the most recent five (5)
years and dividing the total by five (5), so that equal weighting is
given to each year.
4. Section 1.15 is amended to read as follows:
"Normal Retirement Date" means January 1, 2002.
5. Section 1.18 is amended to read as follows:
"XXX" means, for years beginning prior to January 1, 1996, the return
on equity of the Bank, computed by dividing net income for a given
year by average stockholders' equity for that year. Thereafter, XXX,
for purposes of the Agreement, shall not exceed 11.75%.
6. Section 4.2 shall be amended to read as follows:
Disability Retirement Benefit. Notwithstanding any other provision
hereof, if requested by the Executive and approved by the Board, the
Executive shall be entitled to receive a disability retirement benefit
hereunder if he terminates service prior to his Normal Retirement Date
due to Disability. If the Executive's service is terminated pursuant
to this paragraph and Board approval is obtained, the Executive may
elect to begin receiving a disability retirement benefit. The amount
of the monthly benefit shall be the annuity value of the Retirement
Account. The monthly interest factor used to annuitize the account
balance shall be the average Monthly Interest Factor from the
Effective Date until the date of disability. Said benefit shall be
distributed in accordance with the Payout Period. In the event the
total benefits received by the Executive pursuant to this Subsection
are less than the total Survivor's Benefit, upon the Executive's
death, an additional lump sum payment shall be made to the Executive's
Beneficiary to make up the difference.
8. Except as provided above, the original provisions of the Agreement
shall remain in effect.
- 2 -
The duly authorized representative of The German American Bank has signed
this Amendment on behalf of German American, and Xx. Xxxxxxx has signed below in
his individual capacity, as of the date set out above.
THE GERMAN AMERICAN BANK
By: /s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------------------
President/CEO
Attest: /s/ Xxxxx X. Xxxxxx
-------------------
Secretary
/s/ Xxxxxx X. Xxxxxxx
--------------------------------------
XXXXXX X. XXXXXXX
- 3 -
