gabcdirectorcompensation






Exhibit 10.1 21536684.v1 German American Bancorp, Inc. Director Compensation Arrangements For the Service Period July 1, 2021 to June 30, 2022 German American Bancorp, Inc. (the “Company”) compensates the non-employee members of its Board of  Directors (the “Board”) for their service to the Company and the Company’s subsidiaries based on a twelve-month  period commencing July 1 and ending on June 30 of the following year.  Following a recommendation made by the Board’s Governance/Nominating Committee, the Board  approved a $25,000 annual cash retainer for the services of each non-employee director during the twelve-month  service period commencing as of July 1, 2021, plus, in the case of the lead independent director of the Board and  certain Board committee chairs, a supplemental cash retainer in the amounts described below. The cash retainers are  deemed earned immediately upon receipt by a director, regardless of the number of meetings actually held or  attended during the new service period. The supplemental annual cash retainers to be paid for services during the twelve-month service period  commencing July 1, 2021 include: (a) $15,000 to Thomas W. Seger, as the Board’s lead independent director; (b)  $8,500 to M. Darren Root, as Chairman of the Board’s Audit Committee; (c) $5,000 to Mr. Seger, as Chairman of  the Board’s Governance/Nominating Committee; (d) $5,000 to Zachary W. Bawel, as Chairman of the Board’s  Compensation/Human Resources Committee; and (e) $5,000 to Marc D. Fine, as Chairman of the Board’s Credit  Risk Management Committee. In addition, the Company agreed to pay to each non-employee director an attendance fee of $850 for each  meeting of the Board or any Board committee that he or she attends during the service period and, to the extent  applicable, an additional (a) $850 for each meeting that he or she attends of the board of directors of (i) German  American Bank (the Company’s bank subsidiary) or any committee or regional advisory board thereof, and (ii)  German American Insurance, Inc., and (b) $425 for each meeting that he or she attends of (i) the board of directors  of German American Investment Services, Inc., and (ii) the Wealth Advisory (Trust) Oversight Committee.  Members of the Board who attend sessions of the Board of the Company or of the Board’s committees that are held  concurrently with sessions of the board of directors of the bank subsidiary (German American Bank) or of  committees of that subsidiary’s board of directors will receive a single meeting fee of $850 for the combination of  the two concurrent meetings.  Additionally, those non-employee directors who travel from their primary residence or principal place of  business, which is located outside of Dubois County, Indiana or the Indiana counties immediately adjacent to  Dubois County, will be paid a $50 travel allowance in connection with his/her in-person attendance at board or  assigned committee meetings. Finally, the Board determined that it will consider, at its regular meeting to be held in December 2021, the  award of additional retainers in the form of grants (under the Company’s 2019 Long-Term Equity Incentive Plan) of  restricted common stock of the Company to the non-employee directors with a market value of not more than  $25,000 per director. The Board resolved that its decision to be made in December 2021 of whether to grant such  additional retainers in the form of restricted stock (and if so, how much) should be determined at that time based on  the Board’s perception of prevailing financial conditions (including the Company’s then-expected operating results  for 2021) and such other factors as the Board may then deem relevant. Each grant of restricted stock, if and when  granted and issued, would not be transferable prior to the one-year anniversary of the grant date, and would be fully  forfeited were a director not to continue in service as a director of the Company through such one-year anniversary,  for any reason other than death or disability, and would be subject to a 50% forfeiture (for any reason other than  disability) should a director fail to attend in person a certain percentage of meetings of the boards and committees on  which he or she was a member during the period commencing on January 1, 2022 to December 31, 2022, or fail to  attend (other than by reason of disability, illness or bona fide emergency) the Company’s Annual Meeting of  Shareholders held in 2022. Notwithstanding the foregoing, in any award resolution, the Board may specify (in lieu  of the one-year anniversary date specified above) the date of the 2022 Annual Meeting of Shareholders as the date  





 






- 2 - 21536684.v1 for measuring vesting of the restricted stock award for any director who will not be standing for re-election at such  Annual Meeting as a result of reaching the retirement age set forth in the Company’s Bylaws.