Exhibit 10.8
AGREEMENT FOR CONSULTING SERVICES
THIS AGREEMENT, made and entered into this 21st day of August, 1998, by
and between German American Bancorp, a bank holding company incorporated
pursuant to the laws of the State of Indiana, (hereinafter "German American")
and George W. Astrike (hereafter "Astrike").
WITNESSETH:
WHEREAS, it is the consensus of the Board of Directors of German
American that Astrike's services in the past have been of exceptional merit and
have constituted an invaluable contribution to the growth and profitability of
German American, and have brought it to its present status of operating
efficiency and its present position of exceptional stature in the community;
and,
WHEREAS, the experience of Astrike, his knowledge of the affairs of
German American, and his reputation and contacts in the industry are so valuable
that assurance of his continued services is essential for German American's
future growth and profitability, and it is in the best interest of German
American to arrange terms of continued service for Astrike so as to reasonably
assure his remaining availability to German American as Chairman of the Board of
Directors and as a Consultant; and,
WHEREAS, Astrike is willing to continue to provide services to German
American in accordance with the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of services performed in the past and
to be performed in the future as well as of the mutual promises and covenants
herein contained, it is agreed as follows:
I. For the period commencing with the date hereof and ending on December
31, 1998, Astrike shall be, and remain, Chairman of the Board and Chief
Executive Officer of German American.
Astrike shall be compensated for the services during the period
described in Paragraph I hereinabove in an amount not less than, and in
the same manner as he is being compensated on the date hereof,
including all existing fringe benefits offered by German American and
all fringe benefits offered by German American through December 31,
1998 to the executive officers of German American.
II. For the period commencing on January 1, 1999 and ending on the last day
of the month in which the 1999 Annual Meeting of German American is
held, Astrike shall be and remain as the Chairman of the Board and a
full-time employee of German American concentrating on bank
acquisitions, real estate development and the transition of the new
Chief Executive Officer.
Astrike shall be compensated for the services during the period
described in Paragraph II hereinabove in an amount not less than, and
in the same manner as he is being compensated on the date hereof,
including all existing fringe benefits offered by German American and
all fringe benefits offered by German American through the date of the
1999 Annual Meeting to the executive officers of German American.
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III. For the period commencing on the 1st of the month immediately following
the 1999 Annual Meeting of German American and ending September 1, 2003
(Consulting Period), Astrike shall be a Consultant to German American.
A. From the beginning of the Consulting Period until the Annual
Meeting in 2001, Astrike agrees to act as Chairman of the
Board of German American.
B. During that portion of the Consulting Period ending September
1, 2000, (the "Prime Period") Astrike shall provide services
during a maximum of ten (10) days per month to German
American. For the remainder of the Consulting Period, Astrike
will provide services during a maximum of three (3) days per
month. During these days of service, he will be available at
reasonable times and places as may be mutually agreed upon to
provide services to the Senior Management and Board of
Directors of German American.
C. During the Prime Period of the Consulting Period, German
American shall pay Astrike Twenty Thousand Two Hundred Fifty
Dollars ($20,250.00) per month. Following the Prime Period and
for the remainder of the Consulting Period, German American
will pay Astrike One Thousand Two Hundred and Fifty Dollars
($1,250.00) per month. Payments made to Astrike under the
Consulting Agreement will be subject to withholding for
applicable Federal, State and Local income taxes and will be
reportable on form W2.
D. Astrike will keep himself informed concerning the affairs of
German American by reference to reports, which German American
will supply, and such other means as may be agreed upon.
Astrike shall not be required to travel from whatever place he
may then be living or staying for the purposes of such
consultation unless all expenses incurred by him shall be paid
by German American.
E. During the Consulting Period, Astrike shall not become the
owner of, nor engage, directly or indirectly, in any business
which is substantially similar to the business of German
American either as a partner, greater than a 5% stockholder,
officer, director, employee or otherwise, within an area of
one hundred (100) miles from German American's principal
location, unless German American has first consented, in
writing, thereto.
F. German American shall not merge or consolidate into or with
another corporation, or reorganize, or sell substantially all
of its assets to another corporation, firm, or person unless
it agrees to assume and discharge the obligations of German
American under this Agreement.
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IV. Within thirty (30) days of the date hereof, German American shall
implement the following programs by written agreement for the benefit
of Astrike, which shall be in addition to any existing retirement plan
that Astrike is participating in :
A. Non-Statutory (Non-Qualified) Stock Option Plan that grants
Astrike the right to purchase no fewer than 58,000 shares of
German American for a price equal to the current fair market
value as of the date of grant.
B. BENMARK Non-Qualified Deferred Contribution Index Executive
Supplemental Retirement Plan with a single premium of no less
that $1,305,000 providing for lifetime annual supplemental
benefit payments commencing September 1, 2003 in substantially
the form and substance as illustrated on the attached
indicative Participant Plan Summary. Said benefit payments
shall be based upon an accumulated cash surrender value equal
to the single premium amount plus accumulated premium earnings
which shall be calculated annually utilizing the weighted
average portfolio yield on all company owned life insurance
policies in effect for the full calendar year. The amount of
the lifetime annual supplemental benefit payments shall be
computed by multiplying the accumulated cash surrender value
by a benefit crediting rate equal to the weighted average
portfolio yield on all company owned life insurance policies
in effect for the full calendar year less an after-tax
opportunity rate based upon a rate of interest equal to the
average annual two-year treasury instrument plus 37.5 basis
points.
C. BENMARK Endorsement Split Dollar Life Insurance Plan that will
provide Astrike with a life insurance benefit of at least $1
million on his death; payable to Astrike's designated
beneficiary(ies).
V. This Agreement shall be binding upon and inure to the benefit of
Astrike and German American and any successor organization which shall
succeed to substantially all of its assets and business. During the
lifetime of Astrike, this Agreement may be amended or revoked at any
time, in whole or in part, by mutual written agreement of the parties.
VI. Any notice, consent or demand required or permitted to be given under
the provisions of this Agreement shall be in writing, and shall be
signed by the party giving or making the same. If such notice, consent
or demand is mailed to a party hereto, it shall be sent by United
States certified mail, postage prepaid, addressed to such party's last
known address as shown on the records of German American. The date of
such mailing shall be deemed the date of notice, consent or demand.
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VII. This Agreement shall be governed by the laws of the State of Indiana.
This Agreement is solely between German American and Astrike and shall
not be assignable by either, but shall be binding upon the designated
recipients, beneficiaries, heirs, executors and administrators of the
Consultant and upon the successors of German American.
GERMAN AMERICAN BANCORP
ATTEST
__________________________ BY THE HUMAN RESOURCE COMMITTEE
Mark A. Schroeder, President OF THE BOARD OF DIRECTORS
_________________________Chairman
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WITNESS
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George W. Astrike
Participant Plan Summary
German American Bancorp Plan begins in September
George W. Astrike Premium: $ 1,305,000 Single Premium
October 20, 1999
Current Age: 63
Retirement Age: 68
Age at Death: 85
5.88%
Bank's After-Tax Benefit Split FICA and
Policy Portion of Annual Annual Index Annual From Index Total Dollar Tax On
Surrender Death Policy Opportunity Liability Index Pre-Retire Post-Retire Annual Death Economic
Value Benefit Income Cost Balance Expense Index Accrual Benefit Benefit Benefit Value
----- ------- ------ ---- ------- ------- ------------- ------- ------- --------- --------
1998 1 63 1,317,716 2,781,743 12,716 (15,447) 1,000,000 924
1999 2 64 1,375,968 2,812,944 58,252 (46,888) 14,063 14,063 1,000,000 1,257
2000 3 65 1,437,761 2,625,441 61,794 (48,553) 35,630 21,568 1,000,000 1,394
2001 4 66 1,507,216 1,995,785 69,454 (50,277) 66,868 31,238 1,000,000 1,825
2002 5 67 1,580,213 2,080,078 72,998 (52,063) 100,970 34,102 1,000,000 2,136
2003 6 68 1,655,824 2,167,211 75,611 (53,911) 80,776 35,347 20,194 35,347 55,541 1,000,000 1,887
2004 7 69 1,733,200 2,257,209 77,377 (57,017) 60,582 33,165 20,194 33,165 53,359 1,000,000 2,104
2005 8 70 1,813,786 2,350,031 80,585 (60,185) 40,388 33,230 20,194 33,230 53,424 1,000,000 2,296
2006 9 71 1,898,153 2,445,626 84,367 (63,468) 20,194 34,043 20,194 34,043 54,237 1,000,000 2,580
2007 10 72 1,985,560 2,543,878 87,407 (66,885) 33,429 20,194 33,429 53,623 1,000,000 2,846
2008 11 73 2,078,651 2,646,438 93,091 (70,410) 36,946 36,946 36,946 1,000,000 3,122
2009 12 74 2,184,569 2,759,012 105,918 (73,702) 52,477 52,477 52,477 1,000,000 3,497
2010 13 75 2,295,851 2,879,529 111,282 (77,445) 55,118 55,118 55,118 1,000,000 3,917
2011 14 76 2,411,604 3,003,892 115,753 (81,377) 55,997 55,997 55,997 1,000,000 4,386
2012 15 77 2,532,265 3,131,976 120,661 (85,467) 57,328 57,328 57,328 1,000,000 4,911
2013 16 78 2,656,418 3,263,636 124,153 (89,732) 56,070 56,070 56,070 1,000,000 5,499
2014 17 79 2,785,916 3,398,895 129,498 (94,120) 57,628 57,628 57,628 1,000,000 6,160
2015 18 80 2,919,803 3,537,640 133,887 (98,698) 57,321 57,321 57,321 1,000,000 7,462
2016 19 81 3,058,133 3,679,975 138,330 (103,432) 56,846 56,846 56,846 1,000,000 12,107
2017 20 82 3,200,941 3,825,927 142,808 (108,324) 56,172 56,172 56,172 1,000,000 14,308
2018 21 83 3,350,315 3,977,896 149,375 (113,375) 58,641 58,641 58,641 1,000,000 16,776
2019 22 84 3,512,127 4,142,351 161,811 (118,658) 70,293 70,293 70,293 1,000,000 19,614
<FN>
Benmark Projected values are based primarily on current non-guaranteed elements and assumptions.
(See Introduction Section for more details)
</FN>