GERMAN AMERICAN BANCORP
1999 LONG-TERM EQUITY INCENTIVE PLAN
ARTICLE I
ESTABLISHMENT AND PURPOSE
Section
1.01. Establishment and Term of Plan. German American Bancorp, an
Indiana corporation (the “Company”), hereby establishes
the German American Bancorp 1999 Long-Term Equity Incentive Plan
(the “Plan”), effective as of April 22, 1999, subject
to the approval of the Plan at the Company’s 1999 Annual
Meeting of Shareholders.
Section
1.02. Purpose. The Plan is designed to promote the interests of the
Company, its subsidiaries, and its shareholders by providing
stock-based incentives to selected Employees and Non-Employee
Directors of the Company and its subsidiaries who are expected to
contribute materially to the success of the Company and its
subsidiaries. The purpose of the Plan is to provide a means of
rewarding performance and to provide an opportunity to increase the
personal ownership interest of Employees and Non-Employee Directors
in the continued success of the Company. The Company believes that
the Plan will assist its efforts to attract and retain quality
Employees and Non-Employee Directors.
ARTICLE II
ADMINISTRATION
Section
2.01. Administrative Committee. The Plan shall be administered by
the Committee, which shall serve at the pleasure of the Board of
Directors, except that, for the purpose of awards made to
Non-Employee Directors, the full Board of Directors shall serve as
the Committee. The Committee shall have full authority to
administer the Plan, including authority to interpret and construe
any provision of the Plan and to adopt such rules and regulations
for administering the Plan as it may deem necessary to comply with
the requirements of the Plan or any applicable law.
Section
2.02. Powers of the Committee. The Committee shall, subject to the
terms of this Plan, have the authority to: (i) select the eligible
Employees and Directors who shall receive Awards, (ii) grant
Awards, (iii) determine the types and sizes of Awards to be granted
to Employees and Directors under the Plan, (iv) determine the
terms, conditions, vesting periods, and restrictions applicable to
Awards, (v) adopt, alter, and repeal administrative rules and
practices governing this Plan, (vi) interpret the terms and
provisions of this Plan and any Awards granted this Plan, (vii)
prescribe the forms of any Award Agreements or other instruments
relating to Awards, and (viii) otherwise supervise the
administration of this Plan. The Committee may delegate any of its
authority to any other person or persons that it deems appropriate
with respect to Awards granted to Employees who are not officers of
the Company.
Section
2.03. Actions of the Committee. All actions taken and all
interpretations and determinations made in good faith by the
Committee, or made by any other person or persons to whom the
Committee has delegated authority, shall be final and binding upon
all Participants, the Company, and all other interested persons.
All decisions by the Committee (including decisions made by the
Board of Directors when serving as the Committee) shall be made
with the approval of not less than a majority of its members.
Members of the Committee who are eligible for Awards may vote on
any matters affecting the administration of the Plan or the grant
of any Awards pursuant to the Plan, except that no such member
shall act upon the granting of an Award to himself or herself; but
any such member may be counted in determining the existence of a
quorum of the Committee.
ARTICLE III
ELIGIBILITY
Any
Employee or Director of the Company or any of its Subsidiaries who
is selected by the Committee to be a Participant under the Plan
shall be eligible for the grant of Awards, except that only
employees will be eligible to receive Incentive Stock Options. The
selection of the Employees and Directors to receive Awards shall be
within the discretion of the Committee. More than one Award may be
granted to the same Employee or Director.
ARTICLE IV
SHARES SUBJECT TO AWARDS
Section
4.01. Number of Common Shares. The shares subject to the Awards and
other provisions of the Plan shall be the Company’s
authorized but unissued, or reacquired Common Shares. The aggregate
number of Common Shares that may be subject to Awards granted under
this Plan in any fiscal year shall be equal to the sum of (i) one
percent (1%) of the number of Common Shares Outstanding as of the
last day of the Company’s prior fiscal year, plus (ii) the
number of Common Shares that were available for the grant of
Awards, but not granted, under this Plan in any previous fiscal
year; provided that in no event will the number of Common Shares
available for the grant of Awards in any fiscal year exceed
one-and-one-half percent (1 1/2%) of the Common Shares Outstanding
as of the last day of the prior fiscal year. The aggregate number
of Common Shares that may be issued under the Plan upon the
exercise of Incentive Stock Options is 425,000, as adjusted
pursuant to Section 4.02. No fractional shares shall be issued
under this Plan; if necessary, the Committee shall determine the
manner in which the value of fractional shares will be
treated.
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The
assumption of awards granted by an organization acquired by the
Company, or the grant of Awards under this Plan in substitution for
any such awards, shall not reduce the number of Common Shares
available for the grant of Awards under this Plan. Common Shares
subject to an Award that is forfeited, terminated or canceled
without having been exercised shall again be available for grant
under this Plan, subject to the limitations noted in the foregoing
paragraph of this Section 4.01.
Section
4.02. Adjustment. In the event of any change in the Common Shares
by reason of a merger, consolidation, reorganization,
recapitalization or similar transaction, or in the event of a stock
split, stock dividend or distribution to shareholders (other than
normal cash dividends), spin-off or any other change in the
corporate structure of the Company, the Committee may adjust the
number and class of shares that may be issued under this Plan, the
aggregate number of Common Shares that may be issued under the Plan
upon the exercise of Incentive Stock Options, the number and class
of shares subject to outstanding Awards, the exercise price
applicable to outstanding Awards, and the Fair Market Value of the
Common Shares and other value determinations applicable to
outstanding Awards, if and to the extent deemed appropriate. All
determinations made by the Committee with respect to adjustments
under this Section 4.02 shall be conclusive and binding for all
purposes of the Plan.
ARTICLE V
AWARDS
Section
5.01. Grant of Awards. Awards authorized under this Article V may
be granted pursuant to another incentive program which incorporates
by reference the terms and conditions of this Plan. Awards may be
granted singly or in combination or tandem with other Awards.
Awards may also be granted in replacement of, or in substitution
for, other awards granted by the Company whether or not such other
awards were granted under this Plan; without limiting the
foregoing, if a Participant pays all or part of the exercise price
or taxes associated with an Award by the transfer of Common Shares
or the surrender of all or part of an Award (including the Award
being exercised), the Committee may, in its discretion, grant a new
Award to replace the Common Shares that were transferred or the
Award that was surrendered. The Company may assume awards granted
by an organization acquired by the Company or may grant Awards in
replacement of, or in substitution for, any such awards.
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Section
5.02. Types of Awards. Awards may include, but are not limited to,
the following:
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(a)
Stock Award. A Stock Award is a grant of Common Shares or a right
to receive Common Shares (or their cash equivalent or a combination
of both). All or part of any Stock Award may be subject to
conditions, restrictions and risks of forfeiture, as and to the
extent established by the Committee. Stock Awards may be based on
the Fair Market Value of the Common Shares, or on other specified
values or methods of valuation, as determined by the
Committee.
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(b)
Stock Option. A right to purchase a specified number of Common
Shares, during a specified period and at a specified exercise
price, all as determined by the Committee. A Stock Option may be an
Incentive Stock Option or a Non-Qualified Stock Option. Incentive
Stock Options may only be issued to Employees. In addition to the
terms, conditions, vesting periods, and restrictions established by
the Committee in the Award Agreement, Incentive Stock Options must
comply with the requirements of Section 422 of the Code, Section
5.03(f), and this Article V.
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(c)
Stock Appreciation Right. A right to receive a payment, in cash or
Common Shares, equal to the excess of (i) the Fair Market Value or
other specified valuation, of a specified number of Common Shares
on the date the right is exercised over (ii) the Fair Market Value,
or other specified valuation, on the date the right is granted, all
as determined by the Committee. The right may be conditioned upon
the occurrence of certain events, such as a Change In Control, or
may be unconditional, as determined by the Committee.
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Section
5.03. Terms and Conditions of Awards; Agreements. Awards granted
under the Plan shall be evidenced by an Award Agreement executed by
the Company and the Participant, which shall contain such terms and
be in such form as the Committee may from time to time approve,
subject to the following limitations and conditions:
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(a)
Number of Shares. The Award Agreement shall state, as appropriate,
the type and total number of shares granted under a Stock Award,
and/or the type and total number of shares with respect to which
Stock Options and Stock Appreciation Rights are granted.
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(b)
Award Prices. The Award Agreement shall state, as applicable, the
exercise price per share or other operative value of the Common
Shares covered by each Award. The price or other value shall be
determined by the Committee. For Incentive Stock Options, the
exercise price shall satisfy all of the requirements of the Code
and of Section 5.03(f) of this Plan.
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(c)
Payment of Exercise Price; Deferral. The exercise price of a Stock
Option (other than an Incentive Stock Option), and any Stock Award
for which the Committee has established an exercise price, may be
paid in cash, by the transfer of Common Shares, by the surrender of
all or part of an Award (including the Award being exercised), or
by a combination of these methods, as and to the extent permitted
by the Committee. The exercise price of an Incentive Stock Option
may be paid in cash, by the transfer of Common Shares, or by a
combination of these methods, as and to the extent permitted by the
Committee at the time of grant, but may not be paid by the
surrender of all or part of an Award. The Committee may prescribe
any other method of paying the exercise price that it determines to
be consistent with applicable law and the purpose of this
Plan.
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With
the approval of the Committee, the delivery of the Common Shares,
cash, or any combination thereof subject to an Award may be
deferred, either in the form of installments or a single future
delivery. The Committee may also permit selected Participants to
defer the payment of some or all of their Awards, as well as other
compensation, in accordance with procedures established by the
Committee to assure that the recognition of taxable income is
deferred under the Code. The Committee may also establish rules and
procedures for the crediting of interest on deferred cash payments
and dividend equivalents on Awards.
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(d)
Issuance of Shares and Compliance with Securities Laws. The Company
may postpone the issuance and delivery of certificates representing
shares until (a) the admission of such shares to listing on any
stock exchange on which shares of the Company of the same class are
then listed, and (b) the completion of such registration or other
qualification of such shares under any state or federal law, rule
or regulation as the Company shall determine to be necessary or
advisable, which registration or other qualification the Company
shall use it
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