Schedule Identifying Material
Terms of Options Granted To
German American Bancorp Executive Officers
Option
Type of George Mark Stan Urban James Price
Option Date Astrike Schroeder Ruhe Giesler Essany per Share
- ------ ---- ------- --------- ---- ------- ------ ---------
Original Grant (2) 4/20/93 22,973.07 19,144.22 11,486.53 5,743.27 5,743.27 $8.49
Replacement (3) 12/30/94 2,761.87 2,552.56 ------- ------- ------- 12.68
Replacement (3) 7/10/95 4,816.69 2,552.56 ------- 765.77 367.57 12.22
Replacement (3) 1/9/96 7,147.18 ------- 1,767.35 756.04 765.77 12.85
Replacement (3) 7/15/96 ------- 2,187.91 1,373.52 685.55 875.16 14.19
Replacement (3) 1/16/97 6,197.92 3,864.15 2,613.92 1,782.74 1,655.40 16.13
Replacement (3) 1/28/97 5,288.03 ------- ------- ------- ------- 16.09
Replacement (3) 8/1/97 ------- 2,634.75 1,106.69 553.34 553.34 17.60
Replacement (3) 5/1/98 ------- ------- ------- ------- 1,273.39 28.62
Replacement (3) 8/3/98 ------- ------- 337.37 367.13 ------- 26.55
Additional Grant (4) 9/2/98 63,945.00 ------- ------- ------- ------- 22.22
Replacement (3) 5/4/99 ------- 1,869.00 603.75 ------- ------- 17.38
<FN>
(1) Number of options and per share exercise price have been retroactively adjusted for subsequent stock splits and
dividends.
(2) These options under the German American Bancorp 1992 Stock Option Plan (the "Plan") were made on April 20, 1993.
These options expire ten years after the grant date. The options granted to Mr. Astrike became exercisable with
respect to one-half of the shares immediately upon grant and with respect to the other one-half of the shares on
the first anniversary of the grant date. The options granted to the other executive officers became exercisable
with respect to twenty percent of the shares on each of the anniversary dates beginning on the first anniversary of
the date of grant.
(3) The Stock Option Plan provides that if the optionee tenders Common Shares of the Corporation already owned by the
optionee as payment, in whole or part, of the exercise price for the shares the optionee has elected to purchase
under the option, then the Corporation is obligated to use its best efforts to issue a replacement option of the
same type (incentive or non-qualified option). With the same expiration date as the option that was exercised, and
covering a number of Common Shares equal to the number of Common Shares tendered. Replacement options may not be
exercised until one year after the date of grant.
(4) These options were granted to Mr. Astrike on September 2, 1998. These non-qualified options expire in twenty years
and are immediately exercisable.
</FN>