EXHIBIT 10.2
HAND DELIVERY
August 3, 1998
Mr. Urban R. Giesler
German American Bancorp
711 Main Street
P O Box 810
Jasper, IN 47547-0810
RE: Incentive Stock Option Agreement
Dear Mr. Giesler:
The Stock Option Committee of the Board of Directors of German American
Bancorp (the "Corporation"), pursuant to section 7 of the GAB Bancorp 1992 Stock
Option Plan (the "Plan"), hereby grants to you, in replacement of a portion of
the shares covered by your options dated April 20, 1993, which has been
exercised in part as of this date, a replacement option (the "Option"), which
Option shall have the following terms and conditions, in addition to those
provided in the Plan:
1. Number of Shares: 333 shares, subject to adjustment as provided in the
Plan.
2. Exercise Price: $29.275 per share, subject to adjustment as provided
in the Plan.
3. Expiration Date: The Option, to the extent unexercised, shall expire
at 12:00 noon, Jasper time, on April 19, 2003.
4. Exercisability. The Option shall become exercisable in full on the
first day following the expiration of twelve months following the date
of this Option, and shall be canceled, as specified pursuant to
Section 7 of the Plan, if you sell shares of common stock of the
Company during such twelve-month period, subject to the exceptions
expressed in such Section 7.
10.2 - (2)
Exhibit 10-2
The Option, which is intended to qualify as an "incentive stock option"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended, shall be in all respects limited and conditioned as provided in the
Plan. A copy of the Plan is enclosed with this letter. During your lifetime, the
Option will be exercisable only by you. Neither the Option nor any right
thereunder may be transferred other than by will or the laws of descent and
distribution. Exercise of the Option shall be subject to your making the
representations set forth below and any representations to such other matters as
the Committee, in its discretion, may determine to be necessary or advisable to
evidence compliance with requirements under the Securities Act of 1933, as
amended, or state securities laws for registering or exempting from registration
any offer of sale of the Corporation's securities pursuant to the Plan.
This letter, upon your delivery of an executed copy to the Corporation,
shall constitute a binding incentive stock option agreement between your the
Corporation.
Very truly yours,
GERMAN AMERICAN BANCORP
BY THE STOCK OPTION COMMITTEE
OF THE BOARD OF DIRECTORS
BY:
By/s/Joseph F. Steurer
Chairman of the
Stock Option Committee
ACKNOWLEDGMENT AND AGREEMENT
I hereby acknowledge receipt of this letter granting me the above
Option as well as receipt of a copy of the Plan, and I acknowledge and agree to
be bound by the following:
1. I have received a copy of the Plan and agree to be bound by the
terms and conditions set for the therein.
2. The Common Shares subject to the Option are being offered pursuant
to the "private offering" exemption provided by Section 4(2) of the Securities
Act of 1933, as amended (the "1933 Act"). In that connection, I agree that I
will acquire Common Shares pursuant to this Option for investment purposes for
my own account without any view to redistribute them to others. Further, I agree
not to sell, pledge, hypothecate, or otherwise transfer Common Shares acquired
pursuant to the Option except upon delivery to the Corporation of an opinion of
counsel or such other evidence as may be satisfactory to the Corporation that
such transfer is exempt from registration under the 1933 Act, as amended,
applicable state securities laws, or any rule or regulation promulgated
thereunder.
10.2 - (3)
3. The certificates evidencing the Common Shares, including both
originally and subsequently issued certificates, will bear a restrictive legend
substantially as follows:
The Common Shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended, or the
securities laws of any state and have been acquired in a private
offering. Sales, pledges, hypothecations, and other transfers of the
Common may be made only upon delivery to the Corporation of an opinion
of counsel or other evidence satisfactory to the Corporation that such
transfer is exempt from registration under the Securities Act of 1933,
as amended, applicable state securities laws, or any rule or regulation
promulgated thereunder.
4. The Corporation will issue instructions to its transfer agent, Fifth
Third Bank, not to honor request for transfer of Common Shares issued subject to
the Option, whether or not evidenced by originally or subsequently issued
certificates, unless the conditions set forth in the preceding legend have been
satisfied.
EXECUTED the 3rd day of August, 1998.
By/s/Urban R. Giesler
Urban R. Giesler