GERMAN AMERICAN BANCORP, INC.


 


LTI Restricted Stock Award Agreement for
________________ ("Participant")






March 15, 2013


 


German American Bancorp,
Inc. (the "Company") is pleased to grant to you an incentive award pursuant to its Management Long-Term Incentive Plan
("LTI Plan") award program consisting of (i) certain Service-Based Restricted Shares of the Company (the "Restricted
Stock"), subject to the terms, conditions and applicable restrictions under the Company's 2009 Long Term Equity Incentive
Plan (the "Plan"), and (ii) rights to receive cash payments and credits ("LTI Cash Rights") (such Restricted
Shares and LTI Cash Rights being referred to as "your Award"), subject to the terms and condition of this Agreement ("Agreement").
This Agreement and the Restricted Shares granted hereby are subject to the terms and conditions of the Plan, the terms of which
are incorporated herein. Any capitalized term that is not defined in this Agreement has the meaning described by the Plan. Please
see the Plan document and the Plan's prospectus for more information regarding your rights and obligations under this Agreement.


 


Please execute this
Agreement by signing both copies. Return one copy within thirty (30) days of its date to Terri Eckerle, Shareholder
Relations, German American Bancorp, Inc., 711 Main Street, Box 810, Jasper, Indiana 47546. Retain one copy of the Agreement for
yourself along with the enclosed Plan.


 


1.          Grant
of the Award. The Company hereby grants you, as of the date specified above (the "Grant Date") an Award consisting
of (a) 300 (Three hundred) shares of Restricted Stock, with an aggregate value as of the Grant Date of $6,837.00 (Six Thousand
Eight Hundred Thirty Seven Dollars and No Cents) based on the NASDAQ Official Closing Price of the Shares representing the Restricted
Stock on the last trading day before the Grant Date, and (b) an LTI Cash Right (payable without interest as set forth in this Agreement)
of $5,963.00 (Five Thousand Nine Hundred Sixty Three Dollars and No Cents). This Award is granted to you subject to the terms and
conditions specified in this Agreement and the Plan.


 


2.          Vesting
of the Award. Subject to earlier forfeiture and cancellation pursuant to the Plan and this Agreement and possible acceleration
as provided by Article VI of the Plan, your rights to retain the Award (including the Restricted Stock and the LTI Cash Right)
will vest in three equal (or as nearly equal as possible) annual installments (33 and 1/3 percent at each vesting date), with the
first annual vesting date of the Award deemed to occur as of 12:01 A.M. Jasper time on the morning of December 5 of the year 2013
and on December 5 of each of the next two succeeding years (each such date, a "Vesting Date"). The period during which
all or any portion of the Award is not vested shall be referred to as the Restricted Period. The Compensation/Human Resources Committee
of the Board of Directors of the Company, which administers the Plan (the "Committee"), shall have the authority, in
its sole judgment (which shall be conclusive and binding) to determine whether the conditions to vesting specified by this Agreement
and the Plan have been satisfied as of any Vesting Date or any other date, and to determine the exact amount(s) of shares of Restricted
Stock and of the LTI Cash Right payment that is deemed to be vested and/or payable at any time. The Committee may also waive the
provisions of Section 5 or otherwise shorten the Restricted Period as to any or all of the Award, and in connection with such actions
may cause the Award to vest at an earlier date, whenever the Committee may determine that such action is appropriate by reason
of changes in applicable tax or other laws or accounting principles or interpretations, or by reason of other changes in circumstances
occurring after the Grant Date.


 




    	 



    	 



    

 


 


3.           Your
Rights in Award before Vesting. Except as otherwise provided in this Agreement, you shall have all the rights of a holder of
Shares in respect of each of your shares of Restricted Stock that are included in the Award during the Restricted Period, including,
but not limited to, the right to receive all cash dividends paid on the Restricted Stock that are declared with a record date on
or after the Grant Date and the right to vote the Restricted Stock on all matters to come for a vote by the holders of the Shares
with a record date on or after the Grant Date. You shall have no right to receive any benefit with respect to any unvested LTI
Cash Right during the Restricted Period.


 


4.           Non-Certificated
Nature of Restricted Stock during the Restricted Period. The Company has directed its registrar and transfer agent (the "Transfer
Agent") to issue the shares of Restricted Stock in your name as of the Grant Date, and to evidence the issuance of such shares
of Restricted Stock to you by crediting the number of such shares of Restricted Stock to an account that has been established in
your name on the Transfer Agent's books (your "Restricted Stock Account"). During the Restricted Period, the Company
shall have no obligation to cause a certificate evidencing any of the shares of Restricted Stock (to the extent not yet vested)
to be prepared or delivered. Any cash dividends payable in respect of the Restricted Stock during the Restricted Period pursuant
to Section 3 shall be paid to you in cash, unless you otherwise direct, in which event such dividends will be paid to such account
as you direct.


 


5.           Forfeiture
and Cancellation of the Award; Conversion of Award in Certain Cases


 


		(a)	Continuing Employment Condition. If your period of continuing employment ("Employment
Period") with the Company and its Subsidiaries terminates during the Restricted Period otherwise than by reason of a Qualifying
Circumstance (as defined below), the then-unvested portion of your Award (including your Restricted Stock and all associated property
and rights, and your LTI Cash Right) shall be forfeited and cancelled effective as of the last day of your Employment Period. In
the event of any forfeiture or cancellation of any portion of your Restricted Stock pursuant to this Section 5, such portion of
your shares of Restricted Stock shall be deemed to have been reacquired by the Company and cancelled effective as of the last day
of your Employment Period, and you therefore shall not have the right to receive any cash dividends or other distributions with
respect to such portion of the Restricted Stock that are declared with a record date after the Employment Period. If your Employment
Period terminates during the Restricted Period by reason of a Qualifying Circumstance, your Award will be deemed to be fully earned
and vested. In the event that the vesting of your Award is accelerated as a result of a Qualifying Circumstance, (i) the Restricted
Stock portion of the Award will fully vest as of the effective date of the Qualifying Circumstance, and (ii) any portion of such
Award that represents your LTI Cash Right will be paid to you (or your estate, as applicable) within sixty (60) days following
the effective date of the Qualifying Circumstance, but in no event later than March 15 of the year following such Qualifying Circumstance.
The existence or non-existence of a Qualifying Circumstance, and the existence and effective date of any termination of your Employment
Period, shall, in the event of any uncertainty or dispute, be determined for all purposes under the Plan and this Agreement by
the Committee, whose judgment on such matters shall be conclusive and binding.



 




    	- 2 -



    	 



    

 


		(b)	Qualifying Circumstance. For purposes of this Section 5, a "Qualifying Circumstance"
means, with reference to the termination of your employment with the Company and all Subsidiaries, one (i) that occurs due to the
your death or disability (as determined by any disability policy or program maintained by the Company), or (ii) that occurs due
to such other event or circumstance that the Committee specifically approves and designates as a Qualifying Circumstance. 



 


		(c)	Immediate Vesting Caused by an Extraordinary Event. If an Extraordinary Event (as defined
by Section 6.06(d) of the Plan) occurs during the Restricted Period, and prior to the date of any forfeiture and cancellation of
your Award, then all of the Vesting Dates of your Award shall be deemed to have been accelerated to the date of the Extraordinary
Event, and your Award (including the Restricted Stock and the LTI Cash Right) shall be deemed fully non-restricted and non-forfeitable
as of such date. In the event that the vesting of your Award is accelerated as a result of an Extraordinary Event, any portion
of such Award that represents your LTI Cash Right will be paid to you within thirty (30) days of the occurrence of such Extraordinary
Event.



 


		(d)	Deemed Terminations (In Absence of Any Extraordinary Event). For purposes of this section
5, your Employment Period shall be deemed to terminate before the end of the Restricted Period, even if it does not actually so
terminate, if, before the end of the Restricted Period, and before the occurrence of an Extraordinary Event (as defined by Section
6.06(d) of the Plan), (i) you give notice before the end of the Restricted Period to the Company or any of its Subsidiaries of
the termination of your association with them in all capacities (whether as a director, officer, employee or consultant), (ii)
you take any action before the end of the Restricted Period, such as accepting another position, that, in the judgment of the Committee,
indicates that you plan to terminate your association with the Company and its Subsidiaries, or (iii) the Company and/or any of
its Subsidiaries gives notice prior to the end of the Restricted Period to you that your association with them in all capacities
(whether as a director, officer, employee or consultant) is being terminated. For the avoidance of doubt, Clauses (i), (ii) and
(iii) concerning termination of association shall apply even if your termination of association is planned or stated not to become
effective until after the end of the Restricted Period.



 


6.          Non-Transferability.
Prior to expiration of the Restricted Period, you may not sell, assign, transfer, pledge or otherwise encumber any of your unvested
rights under the Award, including the unvested portion of the Restricted Stock and of the LTI Cash Right.


 


7.          Disclaimer
of Employment Contract. Nothing contained in this Agreement shall be construed as an obligation of the Company or any of its
Subsidiaries or any other person to retain you in its employ.


 


8.          Securities
Laws. The Company's obligation to issue to you, or to deliver to you any stock certificates evidencing, Shares hereunder shall,
if the Committee so requests, be conditioned upon the Company's receipt of a representation by you as to your investment intention,
in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act
of 1933, as amended, or any other federal, state or local securities legislation. The Company shall not be required to deliver
any certificates for shares under this Agreement or to issue any shares hereunder prior to (i) the admission of such shares to
listing on any stock exchange on which the Shares may then be listed, and (ii) the completion of such registration or other qualification
of such shares under any state or federal law, rule or regulation, as the Committee shall determine to be necessary or advisable.


 




    	- 3 -



    	 



    

 


		9.	Code Section 409A.



 


		(a)	The parties hereto intend that all benefits and payments to be made to the Participant hereunder
will be provided or paid to him in compliance with all applicable provisions of Code Section 409A and the regulations issued thereunder,
and the rulings, notices and other guidance issued by the Internal Revenue Service interpreting the same, and this Agreement shall
be construed and administered in accordance with such intent. The parties also agree that this Agreement may be modified, as reasonably
requested by either party, to the extent necessary to comply with all applicable requirements of, and to avoid the imposition of
any additional tax, interest and penalties under, Code Section 409A in connection with, the benefits and payments to be provided
or paid to the Participant hereunder. Any such modification shall maintain the original intent and benefit to the Company and the
Participant of the applicable provision of this Agreement, to the maximum extent possible without violating Code Section 409A.



 


		(b)	All payments to be made upon a termination of employment under this Agreement may only be made
upon a "separation from service" under Code Section 409A. In no event may the Participant, directly or indirectly, designate
the calendar year of a payment.



 


		(c)	Any payments hereunder that qualify for the "short-term deferral" exception or another
exception under Code Section 409A shall be paid under the applicable exception.



 


		(d)	Notwithstanding the foregoing or anything to the contrary contained in any other provision of this
Agreement, if the Participant is a "specified employee" at the time of his "separation from service" within
the meaning of Code Section 409A, then any payment hereunder designated as being subject to Code Section 409A and this Subsection
shall not be made until the first business day after (i) the expiration of six (6) months from the date of his separation from
service, or (ii) if earlier, the date of his death (the "Delayed Payment Date"). On the Delayed Payment Date, there shall
be paid to the Participant or, if he has died, to his estate, in a single cash lump sum, an amount equal to aggregate amount of
the payments delayed pursuant to the preceding sentence. The term "specified employee" shall mean any individual who,
at any time during the twelve (12) month period ending on the identification date (as determined by the Company or its delegate),
is a specified employee under Code Section 409A, as determined by the Company (or its delegate). The determination of "specified
employees," including the number and identity of persons considered "specified employees" and identification date,
shall be made by the Company (or its delegate) in accordance with the provisions of sections 416(i) and 409A of the Code.



 




    	- 4 -



    	 



    

 


 


10.         Tax
and Other Withholding Obligations. The Company's obligation to pay or deliver to you the Restricted Stock and the LTI Cash
Right payments that together constitute the Award shall be subject to the Company's compliance with applicable tax withholding
and other required withholding or deductions, if any, with respect to the compensation realized by you as a result of having received
the Award (including the non-cash compensation income that you may be deemed to realize for income tax purposes upon the lapsing
of the restrictions upon all or any portion of the Award) including any deductions that may be required under the Company's employee
benefit plans (collectively, the "Withholding"). The Company intends to satisfy its Withholding with respect to any vesting
or other taxable event with respect to the Award by charging the aggregate amount of the Withholding against the LTI Cash Right
portion of your Award that may at such time otherwise be payable to you. In the event that the LTI Cash Right portion of the Award
is greater than the aggregate amount of the Withholding, the Company shall, as soon as practicable following the Vesting Date,
pay to you the excess amount, without interest. In the event that the LTI Cash Right portion of the Award is less than the aggregate
amount of the Withholding, then (a) the Company shall have the right to adjust subsequent withholdings, and to withhold from other
forms of compensation, in order to cover the deficiency, and/or (b) may require that you immediately "cover" the amount
of such deficiency by (i) paying such amount to the Company in cash or (ii) by delivering to the Company Shares already owned by
you for a period of at least six (6) months (or such longer or shorter period as may be required to avoid a charge to earnings
for financial accounting purposes).


 


11.         Potential
Repayment Obligation. You acknowledge that the values of this Award (including the number of shares of Restricted Stock specified
by this Agreement and the amount of the LTI Cash Right entitlement specified by this Agreement, which is a function of the Restricted
Stock valued as of the Grant Date) have been determined by the Company under the LTI Plan by reference, in part, to certain financial
and operating metrics of the Company that are reflected by its financial statements or otherwise reported (publicly or internally)
for some or all of the three years that ended on December 31 immediately prior to the Grant Date (the "Measurement Period").
You further acknowledge and agree that the Company shall be entitled to seek to recover from you all or any part of your Award
if and as required by the provisions of (or regulations adopted or to be adopted under) the Dodd-Frank Wall Street Reform and Consumer
Protection Act, the Sarbanes-Oxley Act of 2002, or any other "clawback requirement" imposed by applicable law or regulation
or by the listing standards of NASDAQ, if the Company is required, regardless of fault (and even if you did not personally participate
or assist in any fault), to restate its financial statements for any of the three fiscal year(s) included in the Measurement Period.
In addition to any repayment obligation that may be imposed upon you under the preceding sentence of this Agreement, the Company
may also (by written notice delivered to you at any time on or before the third anniversary of the Grant Date) (a) cancel any or
all of the unvested or unpaid portion of the Award that has not previously been forfeited or cancelled under this Agreement, and
(b) require that you transfer back to the Company (or repay the Company the amounts or value of) (x) any Shares or other securities
or property or cash payments previously vested for your account, or delivered or paid to you (or for your account), under this
Agreement in respect of your Award or (y) previously deemed earned or vested under this Agreement, where, in the sole judgment
of the Committee, you have (1) engaged in intentional misconduct in the performance of your duties to the Company, (2) been indicted
or charged with any criminal violation, regardless of whether in connection with your duties to the Company (other than minor traffic
violations not involving use of intoxicants or possession of illegal substances), or (3) violated your duties to the Company under
the Company's Code of Business Conduct in any material respect. Further, the Committee may also impose additional repayment, recoupment
or "clawback" obligations upon you with respect to any other payments of cash, stock, or other property or any other
deliveries of securities made by or on behalf of the Company to you with respect to any component of this Award (including any
payments or deliveries of shareholder dividends or distributions or other cash or other property in respect of securities previously
credited or delivered to you under this Award), whenever the Committee may determine that such action is appropriate by reason
of applicable securities, banking, tax or other laws or accounting principles or interpretations (regardless of whether such laws,
principles or interpretations have been changed since the Grant Date), by reason of changes in circumstances occurring after the
Grant Date, or by reason of the Committee's subsequent discovery of any error or other miscalculation by the Committee in its determination
of the amount of Award issuable or payable to you hereunder. The Committee shall have authority, in its sole judgment (which shall
be conclusive and binding upon you), to determine whether you are obligated to the Company under this Section 11 to return or repay
any portion of the Award previously granted and/or paid or delivered to you, and to determine the exact amount(s) of any such return
or repayment obligation under this Section and the procedures and currencies for any such return. By accepting this Award, you
also accept the Committee's authority under this Agreement to make final and binding determinations with respect to all issues
pertaining to the existence and amount(s) of your repayment obligation(s) under this Agreement. If you fail to satisfy any obligation
to the Company established or claimed by the Company under this Section in full by the due date stated for satisfaction of such
obligation, then you shall also pay to the Company interest on the fair value of such obligation from such due date until paid
in full at a rate of interest equal to the prevailing national "prime rate" of interest on such due date plus an amount
equal to the reasonable attorneys' fees incurred by the Company in collecting amounts due from you under this Section. After shares
or payments have been transferred (and/or paid) back to the Company as may be required pursuant to this Section 11, the Company
shall file such federal and state tax returns or amended returns, amended W-2 forms, or other tax filings as shall be required
of it by applicable law or as reasonably requested by you with respect to all excess income and FICA taxes withheld and/or paid
by the Company in connection with or attributable to the such transfers or payments back to the Company.


 




    	- 5 -



    	 



    

 


12.         Agreement.
By signing this Agreement below as the Participant, you acknowledge that you have received a copy of the Plan, and that you are
familiar with the terms and provisions of the Plan and the Agreement, and that you accept their terms. You also acknowledge your
agreement (on behalf of yourself and your estate, including your personal representatives, guardians, executors and heirs) to accept
as binding, conclusive, and final all decisions and interpretations of the Company's Board of Directors or of the Committee upon
any question arising under the Plan or this Agreement.


 


	 	 	GERMAN AMERICAN BANCORP, INC.
	 	 	 
	 	 	By:	 
	Participant	 	Mark A Schroeder, Chairman and CEO


 




    	- 6 -