Unassociated Document


     

    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.

    


    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.

    


    Section
      5.02. Types of Awards. Awards may include, but are not limited to, the
      following:

    


    (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.

    


    (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.

    


    (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.

    


    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:

    


    (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.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    (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.

    


    (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. 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.

    


    (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
      best efforts to complete; provided, however, a person purchasing shares pursuant
      to the Plan has no right to require the Company to register the Common Shares
      under federal or state securities laws at any time. Any person purchasing shares
      pursuant to the Plan may be required to make such representations and furnish
      such information as may, in the opinion of counsel for the Company, be
      appropriate to permit the Company, in light of the existence or non-existence
      with respect to such shares of an effective registration under the Securities
      Act of 1933, as amended, or any similar state statute, to issue the shares
      in
      compliance with the provisions of those or any comparable acts.

    


    (e)
      Rights as a Shareholder. A Participant shall have no rights as a shareholder
      with respect to shares covered by an Award, including voting rights or rights
      to
      dividends, unless and until such shares are validly issued to such Participant
      pursuant to the terms of the Award.

    


    (f)
      Incentive Stock Options. To the extent any Award granted pursuant to this Plan
      contains an Incentive Stock Option, the following limitations and conditions
      shall apply to such Incentive Stock Option and the Award Agreement relating
      thereto in addition to the terms and conditions provided herein:

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (1)
      Price. The price of an Incentive Stock Option shall be an amount per share
      not
      less than the Fair Market Value per share of the Common Shares on the date
      of
      granting of the option. In the case of Incentive Stock Options granted to an
      Employee of the Company who is a ten percent (10%) shareholder, the option
      price
      shall be an amount per share not less than one hundred ten percent (110%) of
      the
      Fair Market Value per share of the Common Shares on the date of the granting
      of
      the Incentive Stock Option.

    


    (2)
      Exercise Period. Unless terminated earlier pursuant to other terms and
      provisions of the Award Agreement, the term of each Incentive Stock Option
      shall
      expire within the period prescribed in the Agreement relating thereto, which
      shall not be more than five (5) years from the date the Incentive Stock Option
      is granted if the Participant is a ten percent (10%) shareholder, and not more
      than ten (10) years from the date the Incentive Stock Option is granted if
      the
      Participant is not a ten percent (10%) shareholder.

    


    


    (3)
      Limitation on Grants. No Incentive Stock Option shall be granted under this
      Plan
      after April 21, 2009.

    


    (4)
      Limitation on Transferability. No Incentive Stock Option shall be assignable
      or
      transferable except by will or under the laws of descent and distribution.
      During the lifetime of a Participant, the Incentive Stock Option shall be
      exercisable only by the Participant and may not be transferred or assigned
      pursuant to a qualified domestic relations order.

    


    (5)
      Maximum Exercise Rule. The aggregate Fair Market Value (determined at the time
      the option is granted) of the shares with respect to which Incentive Stock
      Options are exercisable for the first time by an Employee during any calendar
      year under all such plans of the Company and any parent or Subsidiary of the
      Company shall not exceed One Hundred Thousand Dollars ($100,000).

    


    (g)
      Termination of Awards under Certain Conditions. The Committee may cancel any
      unexpired, unpaid or deferred Awards at any time, if the Participant is not
      in
      compliance with all applicable provisions of this Plan or with any Award
      Agreement, or if the Participant, whether or not he or she is currently employed
      by the Company, engages in any of the following activities without the prior
      written consent of the Company:

    


    (1)
      Directly or indirectly renders services to or for an organization, or engages
      in
      a business that is, in the judgment of the Committee, in competition with the
      Company.

    


    (2)
      Discloses to anyone outside of the Company, or uses for any purpose other than
      the Company’s business, any confidential or proprietary information or material
      relating to the Company, whether acquired by the Participant during or after
      employment with the Company. The Committee may, in its discretion and as a
      condition to the exercise of an Award, require a Participant to acknowledge
      in
      writing that he or she is in compliance with all applicable provisions of this
      Plan and of any Award Agreement and has not engaged in any activities referred
      to in clauses (1) and (2) above.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (h)
      No
      transferability. Unless otherwise determined by the Committee and provided
      in
      the Award Agreement, (i) no Award granted under this Plan may be transferred
      or
      assigned by the Participant to whom it is granted other than by will, pursuant
      to the laws of descent and distribution, or pursuant to a qualified domestic
      relations order, and
      (ii)
      an Award granted under this Plan may be exercised, during the Participant's
      lifetime, only by the Participant or by the Participant's guardian or legal
      representative.

    


    Section
      5.04. Election to Defer Grant or Receipt of Award. Notwithstanding any provision
      herein to the contrary, the Committee may provide, in any Award Agreement or
      in
      any program granting Awards under this Plan, that the Participant may elect
      to
      defer receipt of the Award as provided in the Award Agreement or
      program.

    


    ARTICLE
      VI

    


    TAX
      WITHHOLDING OBLIGATIONS

    


    Prior
      to
      the payment of an Award, the Company may withhold, or require a Participant
      to
      remit to the Company, an amount sufficient to pay any federal, state and local
      withholding taxes associated with the Award. The Committee may, in its
      discretion and subject to such rules as the Committee may adopt, permit a
      Participant to pay any or all withholding taxes associated with the Award 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.

    


    ARTICLE
      VII

    


    TERMINATION
      OF EMPLOYMENT OR TERMINATION OF SERVICE

    


    Section
      7.01. Termination of Employment. Unless the Committee provides otherwise in
      the
      Award Agreement, if a Participant's employment or service with the Company
      or a
      Subsidiary terminates for any reason other than Retirement, Disability or death
      of the Participant, he or she may, but only within the thirty (30) day period
      immediately following such termination of employment or service, and in no
      event
      later than the expiration date specified in the Award Agreement, exercise his
      or
      her Award to the extent that he or she was entitled to exercise it at the date
      of such termination; provided, however, if a Participant's employment or service
      is terminated for deliberate, willful or gross misconduct, as determined by
      the
      Board of Directors, all rights under the Award shall expire upon receipt of
      the
      notice of such termination. The transfer of an Employee from the employ of
      the
      Company to a Subsidiary, or vice versa, or from one Subsidiary to another
      Subsidiary shall not be deemed a termination of employment for purposes of
      the
      plan.

    


    Section
      7.02. Retirement or Disability. Unless the Committee provides otherwise in
      the
      Award Agreement, if a Participant's employment with the Company or any
      Subsidiary, or his or her service as a Non-Employee Director terminates due
      to
      Retirement or Disability, the Participant (or if he or she becomes
      incapacitated, the Participant's legal representative) may, but only within
      the
      five (5)-year period immediately following such termination of employment or
      termination of service, and in no event later than the expiration date specified
      in the Award Agreement, exercise his or her Award to the extent that he or
      she
      was entitled to exercise it at the date of such termination; provided, however,
      if the Award being exercised under this paragraph is an Incentive Stock Option,
      it may be exercised as such only during the three (3)-month period immediately
      following such Retirement or Disability, and in no event later than the
      expiration date specified in the Award Agreement. During the remainder of the
      five (5)-year period (or, if shorter, the exercise period specified in the
      Award
      Agreement), the option may be exercised as a Non-Qualified Stock
      Option.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      7.03. Death. Unless the Committee provides otherwise in the Award Agreement,
      if
      a Participant dies (whether prior to or after termination of employment or
      termination of service as a Non-Employee Director) while he or she is entitled
      to exercise an Award, it may be exercised within the one (1) year period
      immediately following the Participant's death, but in no event later than the
      expiration date specified in the Award Agreement, by the person or persons
      to
      whom his or her rights to it shall pass by his or her will or by the applicable
      laws of descent and distribution; provided, however, if the Award being
      exercised under this paragraph is an Incentive Stock Option, it may be exercised
      as such only during the three (3)-month period immediately following the
      Participant's death and in no event later than the expiration date specified
      in
      the Award Agreement. During the remainder of such one (1) year period (or,
      if
      shorter, the exercise period specified in the Award Agreement), the option
      may
      be exercised as a Non-Qualified Stock Option.

    


    ARTICLE
      VIII

    


    CHANGE
      OF
      CONTROL

    


    Unless
      and to the extent the terms and conditions of a Change of Control agreement
      between the Company and a Participant provide otherwise and unless and to the
      extent otherwise determined by the Board of Directors, in the event of a Change
      of Control of the Company, (i) all Stock Appreciation Rights, Stock Options
      and
      other stock purchase rights then outstanding will become fully exercisable
      as of
      the date of the Change of Control, and (ii) all restrictions and conditions
      applicable to Restricted Stock and other Stock Awards will be deemed to have
      been satisfied as of the date of the Change of Control. Any such determination
      by the Board of Directors that is made after the occurrence of a Change of
      Control will not be effective unless a majority of the Directors then in office
      were in office at the beginning of a period of twenty-four (24) consecutive
      months and the determination is approved by a majority of such
      Directors.

    


    ARTICLE
      IX

    


    AMENDMENT
      OF PLAN OR AWARDS

    


    Section
      9.01. Amendment, Suspension or Termination of Plan. The Board of Directors
      may,
      from time to time, amend, suspend or terminate this Plan at any time, and,
      in
      accordance with such amendments, may thereupon change terms and conditions
      of
      any Awards not theretofore issued. Shareholder approval for any such amendment
      will be required only to the extent necessary to satisfy the rules of Nasdaq
      or
      any national exchange on which the Common Shares are listed, or to satisfy
      any
      applicable federal or state law or regulation.

    


    Section
      9.02. Amendment of Outstanding Awards. The Committee may, in its discretion,
      amend the terms of any Award, prospectively or retroactively, but no such
      amendment may impair the rights of any Participant without his or her consent.
      Shareholder approval for any such amendment will be required only to the extent
      necessary to satisfy the rules of Nasdaq or any national exchange on which
      the
      Common Shares are listed, or to satisfy any applicable federal or state law
      or
      regulation. The Committee may, in whole or in part, waive any restrictions
      or
      conditions applicable to, or accelerate the vesting of, any
      Award.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      X

    


    MISCELLANEOUS

    


    Section
      10.01. Governing Law. The interpretation, validity and enforcement of this
      Plan
      will, to the extent not otherwise governed by the Code or the securities laws
      of
      the United States, are governed by the laws of the State of
      Indiana.

    


    Section
      10.02. Rights of Employees. Nothing in this Plan will confer upon any
      Participant the right to continued employment by the Company or limit in any
      way
      the Company’s right to terminate any Participant’s employment at
      will.

    


    ARTICLE
      XI

    


    DEFINITIONS

    


    Section
      11.01. Definitions. When capitalized in this Plan, unless the context otherwise
      requires:

    


    (a)
      "Award" means a grant made to a Participant pursuant to Article V of this
      Plan.

    


    (b)
      "Award Agreement" means a written instrument between the Company and a
      Participant evidencing an Award and prescribing the terms, conditions, and
      restrictions applicable to the Award.

    


    (c)
      "Board of Directors” means the Board of Directors of the Company, as constituted
      at any time.

    


    (d)
      "Change of Control” means the first to occur of the following
      events:

    


    (1)
      any
      "person," as such term is used in Sections 13(d) and 14(d) of the Securities
      Exchange Act of 1934, as amended (the "Exchange Act") other than the Company,
      is
      or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
      Act), directly or indirectly, of securities of the Company representing
      twenty-five percent (25%) or more of the combined voting power of the Company's
      then-outstanding securities;

    


    


    (2)
      those
      persons who constitute a majority of the Board of Directors of the Company
      are
      persons who were not directors of the Company for at least the twenty-four
      (24)
      months preceding months;

    


    (3)
      the
      shareholders of the Company approve a merger or consolidation of the Company
      with any other company, other than a merger or consolidation which would result
      in the voting securities of the Company outstanding immediately prior thereto
      continuing to represent (either by remaining outstanding or by being converted
      into voting securities of another entity) more than fifty percent (50%) of
      the
      combined voting power of the voting securities of the Company or such other
      entity outstanding immediately after such merger or consolidation;
      or

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (4)
      the
      shareholders of the Company approve a plan of complete liquidation of the
      Company or an agreement for the sale or disposition by the Company of all or
      substantially all of the Company's assets.

    


    (e)
      "Code" means the Internal Revenue Code of 1986, as amended.

    


    (f)
      "Committee" means the Human Resources Committee of the Board of Directors,
      consisting of two or more "Non-Employee Directors" as such term is defined
      by
      paragraph (b)(3) of Rule 16b-3, except that the term Committee shall mean the
      entire Board of Directors with respect to awards made to Non-Employee Directors
      of the Company or any Subsidiary.

    


    (g)
      "Common Share" means a share of common stock of German American
      Bancorp.

    


    (h)
      "Common Shares Outstanding” means the total number of Common Shares outstanding
      as reflected in the Company's financial statements as of the most recent fiscal
      year-end.

    


    (i)
      "Company" means German American Bancorp.

    


    (j)
      "Director" means a director of the Company or any Subsidiary.

    


    (k)
      "Disabled" or "Disability" means a permanent disability as defined in the
      applicable long-term disability plan of the Company; except that "Disabled"
      or
      "Disability" with respect to Awards made to Directors shall mean total and
      permanent disability as defined in Section 22(e)(3) of the Code.

    


    


    (l)
      "Employee" means any individual employed by the Company or any of its
      Subsidiaries, including officers and Employees who are members of the Board
      of
      Directors of the Company or any of its Subsidiaries.

    


    (m)
      "Fair
      Market Value" of a Common Share means the value of the share on a particular
      date, determined as follows:

    


    (1)
      if
      the stock is not listed on such date on any national securities exchange but
      is
      authorized to be quoted by Nasdaq or an other established "over-the-counter"
      market, the average between the highest "bid" and lowest "asked" quotations
      of a
      share at the close of trading on the day immediately preceding such date (or,
      if
      none, on the most recent date on which there were closing bid and asked
      quotations of a share), as reported by Nasdaq, or other similar service selected
      by the Committee;

    


    (2)
      if
      the stock is listed on such date on one (1) or more national securities
      exchanges, the last reported sale price of a share on the last trading day
      preceding such date as recorded on the composite tape system, or, if such system
      does not cover the stock, the last reported sale price of a share on such date
      on the principal national securities exchange on which the stock is listed,
      or,
      if no sale of the stock took place on such date, the last reported sale price
      of
      a share on the most recent day on which a sale of a share took place as recorded
      by such system or on such exchange, as the case may be; or

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (3)
      if
      the stock is neither listed on such date on a national securities exchange
      nor
      traded in the over-the-counter market, the fair market value of a share on
      such
      date as determined in good faith by the Committee, on a basis consistent with
      regulations under the Code.

    


    (n)
      "Incentive Stock Options" means stock options issued to Employees which qualify
      under and meet the requirements of Section 422 of the Code.

    


    (o)
      "Non-Employee Director" means any Director of the Company or any of its
      Subsidiaries who is not an Employee of the Company or any of its
      Subsidiaries.

    


    (p)
      "Non-Qualified Stock Options” means stock options which do not qualify under or
      meet the requirements of Section 422 of the Code.

    


    (q)
      "Participant” means any person to whom an Award has been granted under this
      Plan.

    


    (r)
      "Plan" means this German American Bancorp 1999 Long-Term Equity Incentive Plan
      authorized by the Board of Directors at its meeting held on March 26, 1999,
      as
      such Plan from time to time may be amended as herein provided.

    


    (s)
      "Restricted Stock” means an Award of Common Shares that is nontransferable and
      are subject to a substantial risk of forfeiture.

    


    (t)
      "Retirement", in the case of an Employee, means the termination of all
      employment with the Company and its Subsidiaries for any reason other than
      death
      or Disability after the day on which the Employee has attained age 55, and
      in
      the case of a Non-Employee Director means withdrawal after obtaining the age
      of
      55.

    


    (u)
      "Rule
      16b-3” means Rule 16b-3 of the Securities and Exchange Commission, under the
      Securities Exchange Age of 1934, as amended.

    


    (v)
      "Stock Appreciation Rights" means the Stock Appreciation Rights issued pursuant
      to the Plan.

    


    (w)
      "Stock Options” means the Incentive Stock Options and the Non-Qualified Stock
      Options issued pursuant to the Plan.

    


    (x)
      "Subsidiary" means a corporation or other form of business association of which
      shares (or other ownership interests) having fifty percent (50%) or more of
      the
      voting power are, or in the future become, owned or controlled, directly or
      indirectly, by the Company.