Exhibit 10.1


 


VOTING AGREEMENT


 


THIS
VOTING AGREEMENT (“Agreement”) is made and entered into as of September 20, 2021, by and among GERMAN AMERICAN BANCORP,
INC., an Indiana corporation (“German American”), and the undersigned securityholders (each, the “Securityholder,”
which term is used to describe all undersigned securityholders together if more than one) of Citizens Union Bancorp of Shelbyville, Inc.,
a Kentucky corporation (the “Company”). All capitalized terms herein not otherwise defined shall have the meaning ascribed
to them in the “Merger Agreement” (as defined below).


 


Recitals


 


WHEREAS,
pursuant to that certain Agreement and Plan of Reorganization of even date herewith (the “Merger Agreement”), by and
among German American, the Company, and their respective banking subsidiaries, the Company will merge (the “Merger”)
into German American, with German American continuing as the surviving corporation and all of the outstanding common stock, without par
value, of the Company (“Company Stock”) being exchanged for common stock, without par value, of German American and
a cash payment;


 


WHEREAS,
the Securityholder is the beneficial owner of, or exercises control and direction over, the number of issued and outstanding shares of
Company Stock, as set forth on Exhibit A attached hereto;


 


WHEREAS,
the Securityholder has had a fair opportunity to review the Merger Agreement and to consult with legal, tax, financial and other advisers
of the Securityholder’s choosing to the extent such Securityholder has desired to have such consultation; and


 


WHEREAS,
as a material inducement for German American to enter into the Merger Agreement with the Company and thereby provide the benefits of the
Merger to the Securityholder, the Securityholder is willing (among other terms and conditions set forth in this Agreement) to (i) in accordance
with the terms hereof, not transfer or otherwise dispose of any of such Securityholder’s shares of Company Stock, or any and all
other shares or securities of the Company issued, issuable, exchanged or exchangeable, in respect of any Company Stock (the “Securities”)
until the Securityholder’s shares are voted with respect to the Merger and (ii) vote or use best efforts to cause to be voted Company
Stock as set forth herein.


 


Agreement


NOW,
THEREFORE, in contemplation of the foregoing and in consideration of the mutual agreements, covenants, representations and warranties
contained herein and intending to be legally bound hereby, each Securityholder agrees with German American as follows:


 


1.             Transfer
and Encumbrance. The Securityholder agrees that the Securityholder will not take or permit any action to, directly or
indirectly, (i) transfer, sell, assign, give, pledge (excluding any pledges already in effect to commercial lenders that secure the
repayment of money borrowed), exchange, or otherwise dispose of or encumber the Securities (except as may be specifically required
by court order, in which case the Securityholder shall give German American prior written notice and any such transferee shall agree
to be bound by the terms and conditions of this Agreement) prior to the “Expiration Date” (as defined below), or to make
any offer or agreement relating thereto, at any time prior to the Expiration Date; (ii) deposit any of the Securities into a voting
trust or enter into a voting agreement or arrangement with respect to such Securities or grant any proxy or power of attorney with
respect thereto, in each case, in a manner that conflicts or may conflict with the Securityholder’s obligations hereunder; or
(iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect sale,
assignment, transfer, exchange or other disposition of or transfer of any interest in or the voting of any of the Securities, in
each case, in a manner that conflicts or may conflict with the Securityholder’s obligations hereunder. As used herein, the
term “Expiration Date” shall mean the earlier to occur of (i) April 1, 2022, (ii) the date which is the day
following the shareholder meeting at which the Merger is approved by the Company’s shareholders, (iii) the date the Board
decides not to recommend or withdraws its recommendation of the Merger without a breach of Sections 4.01(d), 4.01(e) or 4.03(a), or
Section 7.08 of the Merger Agreement, (iv) the termination of the Merger Agreement by either German American or Company in
accordance with their respective rights under Article VII of the Merger Agreement prior to the meeting of the Company’s
shareholders to approve the Merger, or (v) the termination of the Merger Agreement by either German American or the Company pursuant
to Section 7.03(a) of the Merger Agreement.


 






     


     


    

 


2.            
Agreement to Vote. Prior to the Expiration Date, at every meeting of the shareholders of the Company called with respect
to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the shareholders of the
Company with respect to any of the following, the Securityholder agrees to vote (or cause to be voted) the shares of Company Stock owned
of record and beneficially by such Securityholder other than as a trustee of a benefit plan, which shares shall include, without limitation,
all shares owned by such Securityholder individually, all shares owned jointly by such Securityholder and such Securityholder’s
spouse, all shares owned by such Securityholder by any minor children (or any trust for their benefit), all shares owned by any business
of which such Securityholder is the principal shareholder (but in each such case only to the extent such Securityholder has the right
to vote or direct the voting of such shares), and specifically including all shares shown as owned directly or beneficially by such Securityholder
on Exhibit A attached hereto or acquired subsequently hereto: (i) in favor of approval of the Merger, the Merger Agreement
and the transactions contemplated thereby and any matter that could reasonably be expected to facilitate the Merger; (ii) in favor of
any alternative structure as may be agreed upon by German American and the Company to effect the Merger; provided that such alternative
structure is on terms in the aggregate no less favorable to the Securityholder from a financial point of view than the terms of the Merger
set forth in the Merger Agreement (including, without limitation, with respect to the consideration to be received by the Securityholder);
and (iii) against the consummation of any proposal looking toward the acquisition of control of the Company by any party not affiliated
with German American, or any action, proposal, agreement or transaction (other than the Merger, the Merger Agreement or the transactions
contemplated thereby) that in any such case would result in a breach of any covenant, representation or warranty or any other obligation
or agreement of the Company under the Merger Agreement. This Agreement is intended to bind the Securityholder as a shareholder of the
Company only with respect to the specific matters set forth herein. Notwithstanding the foregoing, nothing in this Agreement shall limit
or restrict the Securityholder from voting in his, her or its sole discretion on any matter other than those matters referred to in this
Agreement.


 


3.            
 No Opposition. Prior to the Expiration Date, the Securityholder agrees not to take, or cause to be taken, any action in
the Securityholder’s capacity as a holder of Securities of the Company that would, or would be reasonably likely to, have the purpose
or effect of preventing the consummation of the Merger and the transactions contemplated by the Merger Agreement. Prior to the Expiration
Date, the Securityholder agrees to take, or cause to be taken in its capacity as a holder of Securities of the Company, all actions necessary
to effect the Merger and the transactions contemplated by the Merger Agreement.


 


4.            
New Securities. The Securityholder hereby agrees that any shares of the capital stock or other securities of the Company
that the Securityholder purchases or with respect to which the Securityholder otherwise acquires a right to acquire or other beneficial
ownership (as such concept of beneficial ownership is interpreted for purposes of the beneficial ownership disclosure provisions of Section
13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission adopted
thereunder) after the date of this Agreement and prior to the Expiration Date (the “New Securities”), and any and all
other shares or securities of the Company issued, issuable, exchanged or exchangeable in respect of any New Securities, shall become subject
to the terms and conditions of this Agreement to the same extent as if they constituted Securities.


 


5.            
Representations, Warranties and Covenants of Securityholder. The Securityholder (and if more than one signatory exists for
the Securityholder, all such signatories, jointly and severally) hereby represents and warrants to, and covenants with, German American
that:


 


5.1.    
Ownership. Except as may be noted on Exhibit A hereto, the person(s) or entity(ies) who or that has (have) signed
this Agreement as the Securityholder have good and marketable title to, and is (are) the sole legal and beneficial owners of Securities
in the numbers that are specified on Exhibit A. As of the date hereof, such person(s) or entity(ies) does (do) not beneficially
own any shares of the capital stock of the Company or other securities issued by the Company other than the Securityholder’s Securities
that are so identified. No person acting on behalf of any such person(s) or entity(ies) has provided German American with any information
concerning the nature of ownership of the numbers of Securities identified on Exhibit A that is false or misleading in any respect
material to German American.


 


5.2.    
Authorization; Binding Agreement. The Securityholder has all requisite power and authority to execute and deliver this Agreement
and to consummate the transactions contemplated hereby and thereby and has sole voting power and sole power of disposition, with respect
to all of the shares of Company Stock included within the Securityholder’s Securities with no restrictions on its voting rights
or rights of disposition pertaining thereto, except as specified on Exhibit A. The Securityholder has duly executed and delivered
this Agreement and, assuming its due authorization, execution and delivery by German American, this Agreement is a legal, valid and binding
agreement of the Securityholder, enforceable against the Securityholder in accordance with its terms.


 






    2 


     


    

 


6.             Further
Assurances. The Securityholder hereby covenants and agrees to execute and deliver, or cause to be executed or delivered, such
proxies, consents, waivers and other instruments, and undertake any and all further action, necessary or desirable, in the
reasonable opinion of German American, to carry out the purpose and intent of this Agreement and to consummate the Merger, the
Merger Agreement and the transactions contemplated thereby.


 


7.            
Termination. This Agreement shall terminate and shall have no further force or effect as of the Expiration Date. In the
event of termination of this Agreement upon the Expiration Date, this Agreement shall become void and of no effect with no liability on
the part of any party hereto; provided, however, that nothing herein shall relieve any party from liability hereof for any willful breach
of this Agreement prior to the Expiration Date.


 


8.            
Miscellaneous.


 


8.1.    
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
(or deemed formally or informally by a governmental agency) to be invalid, void or unenforceable, then the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
In the event that a governmental agency (including but not limited to the Board of Governors of the Federal Reserve System (the “FRB”))
expresses to German American any concern that this Agreement may be violative of law applicable to German American or the Securityholder,
then German American shall so notify the Securityholder of such concern, and German American and the Securityholder shall cooperate with
each other toward amending this Agreement in order to resolve such governmental agency’s concern(s).


 


8.2.    
Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither
this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without
the prior written consent of the other; provided, however, that German American may freely assign its rights to a direct or indirect wholly-owned
subsidiary of German American without such prior written approval but no such assignment shall relieve German American of any of its obligations
hereunder. Any purported assignment without such consent shall be void. No provision of this Agreement shall be for the benefit of any
third party, except that the Company is an intended third-party beneficiary of the Securityholder’s agreements pursuant to this
Agreement.


 


8.3.    
Amendment and Modification. This Agreement may not be modified, amended, altered or supplemented except by the execution
and delivery of a written agreement executed by the parties hereto.


 


8.4.    
Specific Performance; Injunctive Relief. The parties hereto acknowledge that German American will be irreparably harmed
and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of the Securityholder set forth
herein. Therefore, it is agreed that, in addition to any other remedies that may be available to German American upon such violation,
German American shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other
means available to German American at law or in equity.


 






    3 


     


    

 


8.5.    
 Notices. All notices that are required or may be given pursuant to the terms of this Agreement shall be in writing and
shall be sufficient in all respects if given in writing and delivered by hand or national or international overnight courier service,
or mailed by registered or certified mail, postage prepaid (effective (a) when delivered by hand, (b) one (1) business day after
dispatch by overnight courier, and (c) three (3) business days after dispatch by mail), as follows:


 


If to German
American, to:


 


Mr. Mark A.
Schroeder


Chairman and
Chief Executive Officer


German American
Bancorp, Inc.


711 Main Street


Jasper, Indiana  47546


 


with a copy
to:


 


Jeremy E. Hill,
Esq.


Dentons Bingham
Greenebaum LLP


10 W. Market
Street


2700 Market
Tower


Indianapolis,
Indiana 46204


 


If
to any person who has signed this Agreement as Securityholder, to the address that appears in the shareholder records of the Company,
which have been provided to German American.


 


And in the event
of notice to either German American or any person who has signed this Agreement as Securityholder, with a copy to:


 


David M. Bowling


Chief Executive Officer


Citizens Union Bancorp of Shelbyville,
Inc.


1854 Midland Trail


Shelbyville, Kentucky 40065


 


with a copy to:


 


Nathan L. Berger, Esq.


Frost Brown Todd LLC


400 West Market Street, Suite
3200


Louisville, Kentucky 40202


 


8.6       Governing
Law. This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of Indiana
without giving effect to any choice or conflict of law provision, rule or principle (whether of the State of Indiana or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Indiana.


 






    4 


     


    

 


8.7      
Entire Agreement. This Agreement contains the entire understanding of German American and Securityholder in respect of the
subject matter hereof, and, except for any confidentiality agreements between German American and the Company binding upon the Securityholders,
supersedes all prior negotiations and understandings between the parties with respect to such subject matters.


 


8.8      
Counterparts. This Agreement may be executed (and delivered, in original form or by electronic mail or by facsimile transmission)
in several counterparts, each of which shall be an original, but all of which together shall (when executed and delivered between or among
two or more signatories) constitute one and the same agreement.


 


8.9      
Effect of Headings. The section headings herein are for convenience only and shall not affect the construction or interpretation
of this Agreement.


 


8.10  
No Limitation on Actions of the Securityholder as Director or Officer. Notwithstanding anything to the contrary in this
Agreement, in the event the Securityholder, or a representative of the Securityholder, is an officer or director of the Company, nothing
in this Agreement is intended or shall be construed to require the Securityholder, or its representative, as the case may be, in such
individual’s capacity as an officer or director of the Company, to act or fail to act in accordance with such individual’s
fiduciary duties in such capacity.


 


8.11  
Remedies Not Exclusive. All rights, powers and remedies provided under this Agreement or otherwise available in respect
hereof at law or in equity will be cumulative and not alternative, and the exercise of any thereof by either party will not preclude the
simultaneous or later exercise of any other such right, power or remedy by such party.


 


8.12  
Disclosure. The Securityholder hereby authorizes German American and the Company to disclose the identity of the Securityholder
and the nature and amounts of its commitments, arrangements and understandings under this Agreement (and to file publicly a copy of this
Agreement in that connection) in any reports or other filings or communications that either German American or the Company may be required
to file under any applicable law (without seeking confidential treatment of such disclosure), including without limitation the laws popularly
known as Bank Holding Company Act of 1956, the Bank Merger Act, the Securities Exchange Act of 1934, and the Securities Act of 1933 (each
as amended), and including, without limitation, any report filed with the Securities and Exchange Commission on Form 8-K or any Schedule
13D or Schedule 13G, any Registration Statement filed by German American under the Securities Act of 1933, and any applications or notices
seeking or concerning regulatory review and/or approval of the Merger and/or this Agreement that may be filed with the Board of Governors
of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Indiana Department of Financial Institutions and the Kentucky
Department of Financial Institutions.


 


8.13  
 Attorney Fees. Except as otherwise provided herein, each party shall pay hereto shall pay its own costs, expenses and attorney’s
fees in connection with the review and execution of this Agreement, any future negotiation or consultation in connection with this Agreement,
and/or in the event of any judicial proceeding arising out of or related to this Agreement or which requires the interpretation or construction
of this Agreement.





 


[SIGNATURE PAGES FOLLOW]


 






    5 


     


    

 


IN WITNESS WHEREOF, the
parties have caused this Agreement to be duly executed on the day and year first above written.


 


	 	GERMAN AMERICAN BANCORP, INC.




 


		By: 	/s/ Mark A. Schroeder
		Mark A. Schroeder,
		Chairman and Chief Executive Officer



 


[GERMAN AMERICAN SIGNATURE PAGE TO VOTING AGREEMENT]


 






    


     


    

 


	Lea M. Anderson,
    on behalf of herself and as Trustee of the Lea M. Anderson Revocable Trust	 
	 	 
	/s/ Lea M.
    Anderson	 
	Lea M. Anderson	 
		 
	Susan A. McMullan Eden,
    as Trustee of the Susan A. McMullan Eden Trust, the Kadlam Family Trust, the Hugh River Trust
    and the Seaton Oaks Trust	 
	 	 
	/s/ Susan A. McMullan Eden	 
	Susan A. McMullan Eden	 
	 	 
	Brian M. McMullan, as
    Trustee of the Brian M. and Amy C. McMullan Trust, the Lea M. McMullan Irrev UTD 8-11-93 and the Kadlam Family Trust	 
	 	 
	/s/ Brian M. McMullan	 
	Brian M. McMullan	 
	 	 
	Amy C. McMullan, as
    Trustee of the Brian M. and Amy C. McMullan Trust, the James River Irrevocable Trust, the Ashton Oaks Irrevocable Trust and the Hartfield
    Irrevocable Trust	 
	 	 
	/s/ Amy C. McMullan	 
	Amy C. McMullan	 
	 	 
	Kenneth D. Anderson	 
	 	 
	/s/ Kenneth D. Anderson	 
	Kenneth D. Anderson	 



 


[SECURITYHOLDER SIGNATURE PAGE TO VOTING AGREEMENT]


 






     


     


    

 


	Steven E.
    Barker, on behalf of himself and as Trustee of the Thomas Barker Trust, the Thomas & Agnes Barker
    Trust, the Betty P. Barker Trust and the Agnes Barker Trust	 
	 	 
	/s/ Steven E. Barker	 
	Steven E. Barker	 
	 	 
	Edward B. Hayes	 
	 	 
	/s/ Edward B. Hayes	 
	Edward B. Hayes	 
	 	 
	Katherine Hayes Trentham,
    on behalf of herself and as Trustee of the Edward B. Hayes Irrevocable Trust 5 and the Edward B.
    Hayes Irrevocable Trust 6	 
	 	 
	/s/ Katherine Hayes Trentham	 
	Katherine Hayes Trentham	 
	 	 
	PNC DTC, as
    Trustee of the Ann Hayes Ronald Delaware Trust	 
	 	 
	/s/ Jon-Michael Childers	 
	Jon-Michael Childers	 
	 	 
	William H. Borders	 
	 	 
	/s/ William H. Borders	 
	William H. Borders	 
	 	 
	F. Patrick Hargadon	 
	 	 
	/s/ F. Patrick Hargadon	 
	F. Patrick Hargadon	 



 


[SECURITYHOLDER SIGNATURE PAGE TO VOTING AGREEMENT]


 






     


     


    

 


	Steve E. Higdon	 
	 	 
	/s/ Steve E. Higdon	 
	Steve E. Higdon	 
	  	 
	D. Ray Leathers	 
	 	 
	/s/ D. Ray Leathers	 
	D. Ray Leathers	 
	  	 
	Robert F. McDowell	 
	 	 
	/s/ Robert F. McDowell	 
	Robert F. McDowell	 
	 	 
	Stephen H. Solomon	 
	 	 
	/s/ Stephen H. Solomon	 
	Stephen H. Solomon	 
	  	 
	Gary L. Stewart	 
	 	 
	s/ Gary L. Stewart	 
	Gary L. Stewart	 
	 	 
	David M. Bowling	 
	 	 
	/s/ David M. Bowling	 
	David M. Bowling	 
	 	 
	Darryl T. Traylor 	 
	 	 
	/s/ Darryl T. Traylor	 
	Darryl T. Traylor	 




 


[SECURITYHOLDER SIGNATURE PAGE TO VOTING AGREEMENT]


 






     


     


    

 


EXHIBIT A


 


SECURITYHOLDERS’ OWNERSHIP

OF COMPANY STOCK


 


	Securityholder	Shares of

 Common

 Stock
	Lea M. Anderson Revocable Trust	179,006
	Susan A. McMullan Eden Trust	367,180
	Brian M. and Amy C. McMullan Trust	339,356
	James River Irrevocable Trust	55,643
	Ashton Oaks Irrevocable Trust	55,643
	Hartfield Irrevocable Trust	55,643
	Lea M. McMullan Irrev UTD 8-11-93	30,300
	Kadlam Family Trust	25,200
	Hugh River Trust	 10,369 
	Seaton Oaks Trust	 10,369 
	Kenneth D. Anderson	 6,796 
	Thomas Barker Trust	173,388
	Thomas & Agnes Barker Trust	133,126
	Betty P. Barker Trust	13,898
	Agnes Barker Trust	 4,000 
	Sarah H. Wilson	187,154
	Katherine Hayes Trentham	186,426
	Ann Hayes Ronald Delaware Trust	186,426
	Edward B. Hayes	170,636
	Edward B. Hayes Irrevocable Trust 5	7,581
	Edward B. Hayes Irrevocable Trust 6	7,581
	William H. Borders	12,980
	F. Patrick Hargadon	14,796
	Steve E. Higdon	2,511
	D. Ray Leathers	5,000
	Robert F. McDowell	4,200
	Stephen H. Solomon	45,520
	Gary L. Stewart	5,000
	David M. Bowling	54,718
	Darryl T. Traylor	45,002


 






    Exhibit A