0000927946-05-000041 Sample Contracts

EMPLOYEE STOCK OPTION AGREEMENT
Employee Stock Option Agreement • March 16th, 2005 • German American Bancorp • 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, an Indiana corporation (the “Company”), WITNESSETH THAT:

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NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
Non-Employee Director Stock Option Agreement • March 16th, 2005 • German American Bancorp • 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:

EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
Employee Director Stock Option Agreement • March 16th, 2005 • German American Bancorp • 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:

The CORPORATEplan for Retirement SM EXECUTIVE PLAN Adoption Agreement IMPORTANT NOTE
Adoption Agreement • March 16th, 2005 • German American Bancorp • State commercial banks

This document has not been approved by the Department of Labor, the Internal Revenue Service or any other governmental entity. An Adopting Employer must determine whether the plan is subject to the Federal securities lows and the securities laws of the various states. An Adopting Employer may not rely on this document to ensure any particular tax consequences or to ensure that the Plan is "unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees" under the Employee Retirement Income Security Act with respect to the Employer's particular situation. Fidelity Management Trust Company, its affiliates and employees cannot provide you with legal advice in connection with the execution of this document. This document should be reviewed by the Employer's attorney prior to execution.

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