GERMAN AMERICAN BANCORP Restricted Stock Award Agreement for _______________ (“Participant”)
Restricted
Stock Award Agreement for _______________ (“Participant”)
______________,
200__
German
American Bancorp (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 1999 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.
Please
execute this Agreement by signing both copies. Return one
copy
within thirty (30) days of its date to Xxxxx Xxxxxxx, Shareholder Relations,
German American Bancorp, 000 Xxxx Xxxxxx, Xxx 000, Xxxxxx, Xxxxxxx 00000. Retain
one copy of the Agreement for yourself along with the enclosed
Plan.
1. Grant
of
the Award.
The
Company hereby grants you, as of the date specified above (the "Grant Date")
an
Award consisting of (a) _________ (____) [here
insert number in both words and in figures]
shares
of Common Stock, with an aggregate value as of the Grant Date of ________
Dollars ($__________)[here
insert number in both words and in figures]
based
on the NASDAQ Official Closing Price of the Common Stock on the last trading
day
before the Grant Date, and (b) a cash credit (payable without interest as set
forth in this Agreement to you or for credit to your account as provided by
Section 10 of this Agreement) of _________ Dollars ($__________) [here
insert number in both words and in figures].
We
sometimes refer in this Agreement to the shares of Common Stock that are part
of
the Award (including any other securities distributed in respect of the shares
of Common Stock, or in substitution for those shares, by reason of an adjustment
provided for in Section 8) as the "Restricted Stock" and to the cash credit
that
is part of this Award as the "LTI Cash Right." This Award is granted to you
subject to the terms and conditions specified in this Agreement and the
Plan.
2. Vesting
of the Award.
Subject
to earlier forfeiture and cancellation pursuant to the Plan and this Agreement
and possible acceleration as provided by Article VIII of the Plan, your rights
to retain the Award (including the Restricted Stock and the LTI Cash Right)
will
vest as of 12:01 A.M. Jasper time on the morning of December 15 of this year
("Vesting Date"). The period prior to the Vesting Date is referred to in this
Agreement as the Restricted Period. The Long-Term Incentive Award Committee
of
the Board of Directors of the Company, which administers the Plan (the
"Committee"), shall have the authority, in its sole judgment (which shall be
conclusive and binding) to determine whether the conditions to vesting specified
by this Agreement and the Plan have been satisfied as of the Vesting Date or
any
other date. The Committee may also waive the provisions of Section 5 or
otherwise shorten the Restricted Period as to any or all of the Award, and
in
connection with such actions may cause the Award to vest at an earlier date,
whenever the Committee may determine that such action is appropriate by reason
of changes in applicable tax or other laws or accounting principles or
interpretations, or by reason of other changes in circumstances occurring after
the Grant Date.
3. Your
Rights in Award before Vesting.
Except
as otherwise
provided
in this Agreement, you shall have all the rights of a holder of Common Stock
in
respect of each of your shares of Restricted Stock that are included in the
Award during the Restricted Period, including, but not limited to, the right
to
receive all cash dividends paid on the Restricted Stock that are declared with
a
record date on or after the Grant Date and the right to vote the Restricted
Stock on all matters to come for a vote by the holders of the Common Stock
with
a record date on or after the Grant Date. You shall have no right to receive
any
benefit with respect to the LTI Cash Right during the Restricted
Period.
4. Non-Certificated
Nature of Restricted Stock during the Restricted Period.
The
Company has directed its registrar and transfer agent (the "Transfer Agent")
to
issue the shares of Restricted Stock in your name as of the Xxxxx Date, and
to
evidence the issuance of such shares of Restricted Stock to you by crediting
the
number of such shares of Restricted Stock to an account that has been
established in your name on the Transfer Agent's books (your "Restricted Stock
Account"). During the Restricted Period, the Company shall have no obligation
to
cause a certificate evidencing any of the shares of Restricted Stock to be
prepared or delivered. Any cash dividends payable in respect of the Restricted
Stock during the Restricted Period pursuant to Section 3 shall similarly be
credited, without interest, to your Restricted Stock Account, unless you
otherwise direct, in which event such dividends will be paid to such account
as
you direct.
5. Forfeiture
and Cancellation of the Award; Conversion of Award in Certain
Cases
| (a) |
Continuing
Employment Condition.
If your period of continuing employment ("Employment Period") with
the
Company and its Subsidiaries terminates during the Restricted Period
otherwise than by reason of a Qualifying Circumstance (as defined below),
your Award (including your Restricted Stock and all associated property
and rights, and your right to receive the benefit of the cash credit)
shall be forfeited and cancelled in its entirety effective as of the
last
day of your Employment Period. If your Employment Period terminates
during
the Restricted Period by reason of a Qualifying Circumstance, your
Award
will be deemed to be fully earned, but in such event the Restricted
Stock
(including any and all associated property and rights) portion of the
Award shall be deemed to have been automatically converted as of the
last
day of the Employment Period into a right to receive payment of additional
cash, without interest (in an amount equal to the aggregate value of
the
Restricted Stock as of the Grant Date that is specified in Section
1 of
this Agreement) at the same time as the payment (or credit) is made
to you
or for your account pursuant to the LTI Cash Right portion of the Award.
In the event of any forfeiture or cancellation of your Restricted Stock
pursuant to this Section 5 (including any automatic conversion of your
Restricted Stock into additional cash rights as described in the preceding
sentence), your shares of Restricted Stock shall be deemed to have
been
reacquired by the Company and cancelled effective as of the last day
of
your Employment Period, and you therefore shall not have the right
to
receive any cash dividends or other distributions with respect to the
Restricted Stock that are declared with a record date after the Employment
Period. The existence or non-existence of a Qualifying Circumstance,
and
the existence and effective date of any termination of your Employment
Period, shall, in the event of any uncertainty or dispute, be determined
for all purposes under the Plan and this Agreement by the Committee,
whose
judgment on such matters shall be conclusive and
binding.
|
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| (b) |
Qualifying
Circumstance. For
purposes of this Section 5, a "Qualifying Circumstance" means, with
reference to an interruption or termination of your status as an employee
of the Company or any of its Subsidiaries, an interruption or termination
(i) that occurs due to the your death or disability (as determined
by any
disability policy or program maintained by the Company), or (ii) that
occurs after you have attained the age of
62.
|
| (c) |
Immediate
Vesting in Event of Change of Control.
In
the event that a Change of Control (as defined by Section 11.01(d)
of the
Plan) occurs during the Restricted Period, and prior to the date of
any
forfeiture and cancellation of your Award, then the Vesting Date of
your
Award shall be deemed to have been accelerated to the date of the Change
of Control, and your Award (including the Restricted Stock and the
LTI
Cash Right) shall be deemed fully non-restricted and non-forfeitable
as of
such date, unless and to the extent otherwise specifically provided
by
Article VIII of the Plan.
|
| (d) |
Deemed
Terminations (In Absence of Any Change of Control). For
purposes of this section 5, your Employment Period shall be deemed
to
terminate before the end of the Restricted Period, even if it does
not
actually so terminate, if, before the end of the Restricted Period,
and
before the occurrence of a Change of Control (as defined by Section
11.01(d) of the Plan), (i) you give notice to the Company or any of
its
Subsidiaries of the termination of your association with them in all
capacities (whether as a director, officer, employee or consultant)
effective as of a date before or within 60 days after the end of the
Restricted Period, (ii) you take any action, such as accepting another
position, that, in the judgment of the Committee, indicates that you
definitely plan to terminate your association with the Company and
its
Subsidiaries before or within 60 days after the end of the Restricted
Period, or (iii) the Company and/or any of its Subsidiaries gives notice
to you that your association with them in all capacities (whether as
a
director, officer, employee or consultant) is being terminated as of
a
date prior to or within 30 days after the end of the Restricted Period.
|
6. Non-Transferability.
Prior
to expiration of the Restricted Period, you may not sell, assign, transfer,
pledge or otherwise encumber any of your rights under the Award, including
the
Restricted Stock and the LTI Cash Right.
7. Disclaimer
of Employment Contract.
Nothing
contained in this Agreement shall be construed as an obligation of the Company
or any of its Subsidiaries or any other person to retain you in its employ.
8. Adjustments
for Changes in Capitalization of the Company.
In
the
event
of
any change in the outstanding shares of Common Stock during the Restricted
Period by reason of any reorganization, recapitalization, stock split, stock
dividend, combination or exchange of shares, merger, consolidation, or any
change in the corporate structure of the Company or in the shares of Common
Stock, the number and class of the shares of your Restricted Stock covered
by
your Award shall be appropriately adjusted by the Committee, whose determination
shall be conclusive. Any shares of Common Stock or other securities distributed
during the Restricted Period in respect of your Restricted Stock as a result
of
any of the foregoing to which you may be determined by the Committee to be
entitled shall be held without interest by the Transfer Agent for your account
until the expiration of the Restricted Period, and shall be subject to the
forfeiture and other provisions of this Agreement to the same extent and in
the
same manner as the previously issued shares of Restricted Stock in respect
of
which they were distributed.
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9. Securities
Laws.
The
Company's obligation to issue to you, or to deliver to you any stock
certificates evidencing, shares of Common Stock hereunder shall, if the
Committee so requests, be conditioned upon the Company's receipt of a
representation by you as to your investment intention, in such form as the
Committee shall determine to be necessary or advisable to comply with the
provisions of the Securities Act of 1933, as amended, or any other federal,
state or local securities legislation. The Company shall not be required to
deliver any certificates for shares under this Agreement or to issue any shares
hereunder prior to (i) the admission of such shares to listing on any stock
exchange on which the shares of Common Stock may then be listed, and (ii) the
completion of such registration or other qualification of such shares under
any
state or federal law, rule or regulation, as the Committee shall determine
to be
necessary or advisable.
10. Tax
and Other Withholding Obligations.
The
Company’s obligation to pay or deliver to you the Restricted Stock and the cash
payments (or credit) that together constitute the Award shall be subject to
the
Company’s compliance with applicable tax withholding and other required
withholding or deductions, if any, with respect to the compensation realized
by
you as a result of having received the Award (including the non-cash
compensation income that you may be deemed to realize for income tax purposes
upon the lapsing of the restrictions upon the Award) including any deductions
that may be required under the Company's employee benefit plans (collectively,
the “Withholding”). The Company intends to satisfy its Withholding with respect
to the Award by charging the aggregate amount of the Withholding against the
cash credit portion of your Award. In the event that the cash credit portion
of
the Award is greater than the aggregate amount of the Withholding, the Company
shall, as soon as practicable following the Vesting Date, pay to you the excess
amount, without interest. In the event that the cash credit portion of the
Award
is less than the aggregate amount of the Withholding, then the Company shall
have the right to adjust subsequent withholdings, and to withhold from other
forms of compensation, in order to cover the deficiency.
11. Agreement.
By
signing this Agreement below as the Participant, you acknowledge that you have
received a copy of the Plan, and that you are familiar with the terms and
provisions of the Plan and the Agreement, and that you accept their terms.
You
also acknowledge your agreement (on behalf of yourself and your estate,
including your personal representatives, guardians, executors and heirs) to
accept as binding, conclusive, and final all decisions and interpretations
of
the Company’s Board of Directors or of the Committee upon any question arising
under the Plan or this Agreement.
| GERMAN AMERICAN BANCORP | |
| ___________________________________ | By:________________________ |
| Participant | |
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