0001628280-16-012485 Sample Contracts

Restricted Stock Award Agreement (2015/2016 Additional Retainer)
Restricted Stock Award Agreement • March 9th, 2016 • German American Bancorp, Inc. • State commercial banks

German American Bancorp, Inc. (the "Company") is pleased to grant to you an award pursuant to the resolution of the Company’s Board of Directors adopted as of the date of this document consisting of certain shares of Common Stock of the Company (the "Common Stock") subject to certain restrictions under the Company's 2009 Long Term Equity Incentive Plan (the "Plan") and this Agreement ("Agreement"). This Agreement and the shares 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.

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THIRD OMNIBUS AMENDMENT TO LOAN DOCUMENTS
Loan Agreement • March 9th, 2016 • German American Bancorp, Inc. • State commercial banks • Kentucky

THIS THIRD OMNIBUS AMENDMENT TO LOAN DOCUMENTS (the “Amendment”) is made and entered into effective as of December 29, 2015, by and between [i] STOCK YARDS BANK & TRUST COMPANY, a Kentucky banking corporation having an address of 1040 East Main Street, Louisville, Kentucky 40206 (“Lender”), and [ii] GERMAN AMERICAN BANCORP, INC., an Indiana corporation with an address at 711 Main Street, Jasper, Indiana 47546 (the “Borrower”).

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