May 1, 1998
Xx. Xxxxx X. Xxxxxx
German American Bancorp
000 Xxxx Xxxxxx
X X Xxx 000
Xxxxxx, XX 00000-0000
RE: Incentive Stock Option Agreement
Dear Xx. Xxxxxx:
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, 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 the representations set forth below and any
representations to such other 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.
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.
Very truly yours,
GERMAN AMERICAN BANCORP
BY THE STOCK OPTION COMMITTEE
OF THE BOARD OF DIRECTORS
BY:
By/s/Xxxxxx X. Xxxxxxx
Chairman of the Stock Option
Committee
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 for the therein.
2. 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. Further, I agree not to
sell, pledge, hypothecate, or otherwise transfer Common
Shares acquired pursuant to the Option 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 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 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, 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 have been satisfied.
EXECUTED the 1st day of May, 1998.
By/s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
