Attached files
file | filename |
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EX-2.3 - GERMAN AMERICAN BANCORP, INC. | v192408_ex2-3.htm |
EX-2.4 - GERMAN AMERICAN BANCORP, INC. | v192408_ex2-4.htm |
EX-2.2 - GERMAN AMERICAN BANCORP, INC. | v192408_ex2-2.htm |
EX-31.2 - GERMAN AMERICAN BANCORP, INC. | v192408_ex31-2.htm |
EX-31.1 - GERMAN AMERICAN BANCORP, INC. | v192408_ex31-1.htm |
EX-32.2 - GERMAN AMERICAN BANCORP, INC. | v192408_ex32-2.htm |
EX-32.1 - GERMAN AMERICAN BANCORP, INC. | v192408_ex32-1.htm |
10-Q - GERMAN AMERICAN BANCORP, INC. | v192408_10q.htm |
Exhibit
10.5
Description of Director
Compensation Arrangements for the 12 month period ending at
the 2011 Annual Meeting of
Shareholders
German
American Bancorp, Inc. (the "Company"), compensates its directors for their
service to the Company and the Company's subsidiaries based on a twelve-month
period commencing with each year's annual reorganization meeting of the
Board. The Governance/Nominating Committee made a recommendation with
respect to director compensation to the Board and the Board approved such
recommendation at its annual reorganization meeting on June 28,
2010.
For
services of directors during the current annual period that commenced at the
2010 annual meeting, the Company is compensating its directors, including the
CEO, through an annual retainer of $20,000 paid in cash during July 2010 in a
lump sum (which is earned regardless of the number of meetings held or attended,
and regardless of committee membership or attendance) and is paying an
additional attendance fee of $500 for each meeting of the Board that they attend
during this period.
In
addition, directors of the Company receive a meeting fee for each committee
meeting that they attend of $350.
Additional
annual retainers (earned regardless of numbers of meetings held or attended) are
paid for service as the Board’s lead director ($3,500) and for service as the
Chairman of each of three committees of the Board: Audit Committee,
Compensation/Human Resources Committee, and Credit Risk Management Committee
($3,500 to each such Chairman).
In
addition, those members of the Board (other than the CEO, who as a salaried
employee of the Company is ineligible) who serve on the board of directors
(including any regional advisory board) of at least one of the subsidiaries
receives additional compensation for his or her service to such subsidiaries in
the form of director/advisory fees for meetings actually attended of (i) $500
per meeting of the board of directors of German American Bancorp (our bank
subsidiary) or of any regional advisory board, (ii) $350 for any meeting of a
committee of the board of directors of our bank subsidiary, and (ii) $350
(combined for attendance at both meetings) per meeting of the boards of
directors of German American Financial Advisors & Trust Company and German
American Insurance, Inc. (which are held quarterly and
sequentially).
Directors
attending concurrent sessions of German American Bancorp, Inc. and German
American Bancorp Board and committees receive a single meeting fee of $500 for
the combination of the two meetings.