January 28, 1997
Xx. Xxxxxx X. Xxxxxxx
German American Bancorp
000 Xxxx Xxxxxx
X X Xxx 000
Xxxxxx, XX 00000-0000
RE: Incentive Stock Option Agreement
Dear Xx. Xxxxxxx:
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 option dated January 9, 1996, 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. Number of Shares: 2,284 shares, subject to adjustment as provided in the
Plan.
2. Exercise Price: $37.25 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 April 19, 2003.
4. Exercisability: The Option shall become exercisable in full on the first
day following the expiration of twelve months following the date of this
Option, and shall be canceled, as specified pursuant to Section 7 of the Plan,
if you sell shares of common stock of the Company during such twelve-month
period, subject to the exceptions expressed in such Section 7.
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 you and 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 forth 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 28th day of January, 1997.
By/s/Xxxxxx X. Xxxxxxx
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