EXHIBIT 10.9
[GERMAN AMERICAN BANCORP LETTERHEAD]
HAND DELIVERY
September 2, 1998
Xx. Xxxxxx X. Xxxxxxx
German American Bancorp
000 Xxxx Xxxxxx
Xxx 000
Xxxxxx, Xxxxxxx 00000
RE: Stock Option Agreement
Dear Xx. Xxxxxxx:
The Stock Option Committee of the Board of Directors of German American
Bancorp (the "Corporation"), pursuant to the Corporation's 1992 Stock Option
Plan, as amended August 21, 1998 (the "Plan"), hereby grants to you as of the
date of this letter an option (the "Option"), which Option shall have the
following terms and conditions, in addition to those provided in the Plan:
1. Number of Shares: 58,000 shares, subject to adjustment as provided in
the Plan.
2. Exercise Price: $24.50 per share, subject to adjustment as provided in
the Plan.
3. Expiration Date: The Option, to the extent unexercised, shall expire
at 12:00 noon, Jasper time, on September 1, 2018.
4. Exercisability. This Option shall be immediately and fully exercisable
subject to the other terms and conditions of the Plan.
5. Extension of Termination Date. As authorized under Section 8(d) of the
Plan, the Committee waives prospectively the provisions of Sections
8(a) through 8(c) in connection with this Option and extends the
termination date of the Option to the earlier of the date you exercise
the Option in full or the Expiration Date, regardless of the
termination of your employment or your disability or death.
The Option shall be in all respects, limited and conditioned as provided in
the Plan except as waived above. A copy of the Plan is enclosed with this
letter. During your lifetime, the Option will be exercisable only by you.
Neither the Option nor any right thereunder may be transferred other than by
will or the laws of descent and distribution.
Exercise of the Option shall be subject to your making any representations
as to such matters as the Committee, in its discretion, may determine to be
necessary or advisable to evidence compliance with requirements under the
Securities Act of 1933, as amended, or state securities laws for registering or
exempting from registration any offer of sale of the Corporation's securities
pursuant to the Plan.
This letter, upon your delivery of an executed copy to the Corporation,
shall constitute a binding stock option agreement between you and the
Corporation.
Very truly yours,
GERMAN AMERICAN BANCORP
BY THE STOCK OPTION COMMITTEE
OF THE BOARD OF DIRECTORS
BY THE FOLLOWING MEMBERS:
/s/ Xxxxxx Xxxxxxx
/s/ Xxxxx X. Xxxxxxx
/s/ A.W. Xxxxx, Xx.
/s/ Xxxxxx X. Xxxxxxxxx
/s/ Xxxxx X. Xxxxxx
ACKNOWLEDGMENT AND AGREEMENT
I hereby acknowledge receipt of this letter granting me the above
Option as well as receipt of a copy of the Plan, and I acknowledge and agree to
be bound by the following:
1. I have received a copy of the Plan and agree to be bound by the
terms and conditions set forth therein.
2. Until such time (if ever) as the offering of Common Shares under the
plan is registered under federal securities laws, the Common Shares subject to
the Option are being offered pursuant to the "private offering" exemption
provided by Section 4(2) of the Securities Act of 1933, as amended (the "1933
Act"). In that connection, I agree that I will acquire Common Shares pursuant to
this Option for investment purposes for my own account without any view to
redistribute them to others unless such registration is in effect at the time of
any exercise of my Option. If registration is not in effect at the time of any
exercise of my Option, I acknowledge that the Common Shares acquired thereby
will not be transferable except upon delivery to the Corporation of an opinion
of counsel or such other evidence as may be satisfactory to the Corporation that
such transfer is exempt from registration under the 1933 Act, as amended,
applicable state securities laws, or any rule or regulation promulgated
thereunder.
3. The certificates evidencing the Common Shares, including both
originally and subsequently issued certificates, will (unless the offer and sale
of the Common Shares to me upon my exercise shall have been registered) bear a
restrictive legend substantially as follows:
The Common Shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended, or the
securities laws of any state and have been acquired in a private
offering. Sales, pledges, hypothecations, and other transfers of the
Common Shares may be made only upon delivery to the Corporation of an
opinion of counsel or other evidence satisfactory to the Corporation
that such transfer is exempt from registration under the Securities Act
of 1933, as amended, applicable state securities laws, or any rule or
regulation promulgated thereunder.
4. The Corporation will issue instructions to its transfer agent, Fifth
Third Bank, Cincinnati, Ohio, not to honor request for transfer of Common Shares
issued subject to the Option, whether or not evidenced by originally or
subsequently issued certificates, unless the conditions set forth in the
preceding legend (if applicable) have been satisfied.
EXECUTED this 2nd day of September, 1998.
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
