Fill and Sign the German American Bancorp Schedule Def 14a Secgov Form

§18.211PROXY STATEMENTS: STRATEGY & FORMS 18-209A © 1996 Jefren Publishing Company, Inc. Exhibit A U.S. BANCORP 1990 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN SECOND AMENDMENT AND RESTATEMENT ARTICLE 1 ESTABLISHMENT AND PURPOSE 1.1 Establishment, Amendment and Restatement. U.S. Bancorp (“Bancorp”) adopted the U.S. Bancorp 1990 Non-Employee Director Stock Option Plan (the “Plan”) effective October 18, 1990 (the “Effective Date”). The Plan was amended and restated effective February 21, 1991; a First Amendment to the Plan, as restated, was adopted effective September 1, 1991; and a Second Amendment was adopted effective April 12, 1993. The Plan is further amended and restated in the form of this Se cond Amendment and Restatement effective June 17, 1993. 1.2Purpose. The purpose of the Plan is to advance the interests of Bancorp by encouraging members of Bancorp’s board of directors (the “Board”) who are not employees of Bancorp or any of i ts subsidiaries (“Non-Employee Directors”) to acquire a proprietary interest in Bancorp through t he issuance of stock options (“Options”). It is anticipated that the Plan will assist Bancorp i n retaining Non-Employee Directors. Options granted under the Plan shall be nonqualified options which are not intended t o qualify as incentive stock options under Section 422 of the Internal Revenue Code. Options granted under t he Plan will supplement other compensation for Non-Employee Directors. ARTICLE 2 DEFINITIONS 2.1 Defined Terms. When used in the Plan, the following terms shall have the meaning specified below. “Acquiring Person ” shall mean any person or related person or related persons which constitute a “group” for purposes of Section 13 (d) and Rule 13d-5 under the Exchange Act; provided, however, that the term Acquiring Person shall not include (i) Bancorp or any of its Subsidiaries, (ii) any employee benefit plan of Bancorp or any of its Subsidiaries. (iii) a ny entity holding voting capital stock of Bancorp for or pursuant to the terms of any such employee be nefit plan, or (iv) any person or group solely because such person or group has voting power with respect to capital Stock of Bancorp arising from a revocable proxy or consent given in response to a publi c proxy or consent solicitation made pursuant to the Exchange Act. “Annual Meeting Date ” shall mean the date of each Annual Meeting of Directors. “Annual Meeting of Directors ” shall mean the meeting of the Board immediately following each annual meeting of Bancorp’s shareholders. “Annual Option ” shall mean a stock option granted under the Plan on an Annual Meeting Date pursuant to Section 6.2. “Bancorp ” shall mean U.S. Bancorp, an Oregon corporation. “ Board ” shall mean the Board of Directors of Bancorp. “ Change in Control ” shall mean: (1) A change in control of Bancorp of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A as in effect on the date hereof pursuant to the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred at such time as any Acquiring Person hereafter becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indire ctly, of 30 percent or more of the combined voting power of Bancorp Voting Securities; or (2) During any period of 12 consecutive calendar months, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at lea st a majority thereof unless the election, or the nomination for election, by Bancorp sharehol ders of each new director was approved by a vote of at least a majority of the directors t hen still in office who were directors at the beginning of the period; or STOCK OPTIONS§18.211 March 1996 18-209B (3) There shall be consummated (i) any consolidation or merger of Bancorp in which Bancorp is not the continuing or surviving corporation or pursuant to which Voting Securities would be converted into cash, securities, or other property, other than a merger of Bancorp in which the holders of Voting Securities immediately prior to the merger have t he same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (ii) any sale, lease, exchange, or other transfer (in one transaction or a seri es of related transactions) of all, or substantially all, of the assets of Bancorp, provided tha t any such consolidation, merger, sale, lease, exchange, or other transfer consummated at the insiste nce of an appropriate banking regulatory agency shall not constitute a Change in Control; or (4) Approval by the shareholders of Bancorp of any plan or proposal for the liquidation or dissolution of Bancorp. “ Change in Control Date ” shall mean the first date following the Grant Date on which a Change in Control has occurred. “Code ” shall mean the Internal Revenue Code of 1986, as amended and in effect from time t o time. Where the context so requires, any reference to a particular Code section shal l be construed to refer to the successor provision to such Code section. “Committee ” shall mean the Compensation Committee of the Board or a successor committee. “ Deferral Election ” shall mean an election by a Non-Employee Director under Section 7.3 to receive a Deferred Compensation Option in lieu of all or a portion of his Directors Fees. “Deferred Compensation Option ” shall mean a stock option granted under the Plan in connection with a Deferral Election by a Non-Employee Director pursuant to Section 7.3. “Directors Fees ” shall mean all fees payable to a Non-Employee Director for service as a member of the Board or a board of directors of a Subsidiary of Bancorp (a “Subsidiary Board”), including annual retainer fees and fees for attendance at meetings of the Board (or a Subsidiary Board) or a committee of the Board (or a Subsidiary Board). “Disability ” shall mean permanent and total disability as defined in Section 22(e)(3) of the Code. “Effective Date ” shall mean October 18, 1990. “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended and in effect from time to time. Where the context so requires, any reference to a partic ular section of the Exchange Act, or to any rule promulgated under the Exchange Act, shall be construed to refer to the successor provisions to such section or rules. “Fair Market Value ” For all purposes of the Plan, the “Fair Market Value” of Shares on a particular day shall be determined without regard to any restrictions (other than a re striction which, by its terms, will never lapse) and shall mean: (1) The low sale price as reported for that day in The Wall Street Journal by the National Market System of the National Association of Securities Dealers Automated Quotation System (NASDAQ); or (2) If the low sale price is not reported in The Wall Street Journal for that day, the low sale price quoted by NASDAQ for that day. If no low sale price is reported in The Wall Street Journal or quoted by NASDAQ for that day, the low sale price reported or quoted for the immediately preceding day on which it was reported or quoted shall be used. “Grant Date ” shall mean the date on which an Option is granted. “ Initial Option ” shall mean a stock option granted under the Plan on the Effective Date pursuant to Section 6.1, 13.1. §18.211PROXY STATEMENTS: STRATEGY & FORMS 18-209C © 1996 Jefren Publishing Company, Inc. “Manager ” shall mean the Manager of Bancorp’s Human Resources Group. “ Non-Employee Director ” shall mean a member of the Board who is not an employee of Bancorp or any Subsidiary. “Option ” shall mean an Annual Option, an Initial Option, or a Deferred Compensation Option. References to “Options” shall include Annual Options, Initial Options, and Deferred Compensati on Options. “Optionee ” shall mean a Non-Employee Director who receives a grant of an Option pursuant to the Plan. “Payment Date ” shall mean any date on which any portion of Directors Fees are payable to a Non-Employee Director. “Plan ” shall mean this U.S. Bancorp 1990 Non-Employee Director Stock Option Plan, as amended and restated by the Second Amendment and Restatement. “Plan Year ” shall mean a calendar year. “ Retirement ” shall mean an Optionee’s retirement from the Board by reason of attaining the maximum age for directors specified in the bylaws of Bancorp. “Shares ” shall mean the $5.00 par value common stock of Bancorp. “ Subsidiary ” shall mean a “subsidiary corporation” of Bancorp as defined in Section 425(f) of the Code. “Voting Securities ” shall mean Bancorp’s issued and outstanding securities ordinarily having the right to vote at elections for Bancorp’s Board. 2.2 Gender and Number. Except when otherwise indicated by the context, any masculine or feminine terminology when used in the Plan shall also include the opposite gender; and t he definition of any term herein in the singular shall also include the plural, and vice versa. ARTICLE 3 ELIGIBILITY The persons eligible to receive Options under the Plan are the Non-Employee Directors of Bancorp. ARTICLE 4 ADMINISTRATION 4.1 General. The Plan shall be administered by the Committee, which shall have full power and authority, subject to the provisions of the Plan, to supervise administration of the Plan and interpret the provisions of the Plan and any Options granted hereunder. Any decision by the Committee shal l be final and binding on all parties. No member of the Committee shall be liable for any determination, decision, or action made in good faith with respect to the Plan or any Options under the Plan. The Committee may delegate any of such responsibilities to one or more agents and may retain advisors to advise it. No Optionee shall participate in the decision of any question relating exclusively to an Option granted to that Optionee. 4.2Rules and Interpretation. The Committee shall be vested with full authority to make such rules and regulations as it. deems necessary to administer the Plan and to interpret and administer the provisions of the Plan in a uniform manner. Any determination, decision or action of the Commit tee in connection with the construction, interpretation, administration, or application of the Plan shall be final, conclusive, and binding on all parties. 4.3Records. The Committee shall have overall responsibility for keeping records and providing necessary communications to Optionees. The records of the Committee with respect to the Plan shall be conclusive and binding on all Optionees and all persons or entities claiming through or under them. STOCK OPTIONS§18.211 March 1996 18-209D 4.4Expenses. The cost of settling Options pursuant to this Plan and the expenses of administering the Plan shall be borne by Bancorp. ARTICLE 5 SHARES SUBJECT TO OPTIONS The stock subject to Options to be granted under this Plan shall be Shares, which may eithe r be authorized and unissued Shares or reacquired Shares. The total number of Shares which may be i ssued pursuant to the exercise of an Option granted under this Plan shall not exceed 125,000 Shares*, or such greater number of Shares as is determined pursuant to an adjustment under Article 9. In t he event any outstanding Options granted under the Plan are canceled or expire for any reason, the Shares cove red by such Options shall become available for issuance under the Plan. ARTICLE 6 INITIAL OPTIONS AND ANNUAL OPTIONS 6.1 Grant of Initial Options. Each person who is a Non-Employee Director on the Effective Date (and who had not been an employee of Bancorp or a Subsidiary at any time after October 18, 1989) automatically shall be granted, as of the Effective Date, an Initial Option t o purchase 4,000 Shares. The Grant Date for each Initial Option is the Effective Date. 6.2Grant of Annual Options. Each person who was a Non-Employee Director at the 1993 Annual Meeting of Directors shall be granted, effective as of June 17, 1993, an Annual Option to purchase 2,000 Shares. Commencing with the 1994 Annual Meeting of Directors, each person who is a Non-Employee Director at such meeting automatically shall be granted, effective as of suc h Annual Meeting Date, an Annual Option to purchase 2,000 Shares. The Grant Date for each Annual Option shall be the respec tive Annual Meeting Date, except that for 1993 the Grant Date shall be June 17, 1993. 6.3Terms of Initial Options and Annual Options. Each Initial Option and Annual Option granted under the Plan shall have the following terms and conditions: 6.3.1Price. The exercise price per Share of each Initial Option and Annual Option shall be equal to 100 percent of the Fair Market Value of a Share as of the respective Grant Date. 6.3.2 Term. The term of each Initial Option and Annual Option shall be unlimited unless terminated earlier in accordance with the Plan. 6.3.3 Time of Exercise. Unless an Initial Option or Annual Option is terminated or the time of its exercisability is accelerated in accordance with the Plan, each Initial Option and Annual Option may be exercised from time to time to purchase Shares up to the following li mits (based on years after the Grant Date): (a) During the first year — none; (b) During the second year — up to 50 percent of the total shares; (c) During the third year — up to 80 percent of the total shares; and (d) After the third year — 100 percent. 6.3.4 Continuation as Director. If an Optionee ceases to be a member of the Board for any reason, the right to exercise each Initial Option and Annual Option shall expire at the end of the following periods: After termination on account of: Period death 1 year Retirement 5 years Disability 1 year any other reason 3 months * Adjusted to 187,500 Shares pursuant to Article 9 to give effect to three-for-two stock split in August 1991. §18.211PROXY STATEMENTS: STRATEGY & FORMS 18-209E © 1996 Jefren Publishing Company, Inc. 6.3.5Acceleration of Exercisabilit y. Notwithstanding the schedule provided in subsection 6.3.3, 13.3.3, each Initial Option and Annual Option shall become fully exercisable upon the occurrence of either: (a) The Optionee’s death or withdrawal from the Board by reason of Disability or Retirement; or (b) A Change in Control Date. 6.3.6 Nonassignability. Each Initial Option and Annual Option shall be nontransferable other than by will or by the laws of descent and distribution and shall be exercisable, during the life of an Optionee, only by the Optionee or, in the event the Optionee becomes legally incompete nt, by the Optionee’s guardian or legal representative. 6.3.7 Option Agreement. Each Initial Option and Annual Option shall be evidenced by an Option Agreement substantially in the form attached to this Plan as Appendix A. ARTICLE 7 DEFERRED COMPENSATION OPTIONS 7.1 Grant of Deferred Compensation Options. As of each Payment Date, each Non-Employee Director who has made a Deferral Election pursuant to Section 7.3 which is effect ive for such Payment Date (and who had not been an employee of Bancorp or a Subsidiary at any time during the one-year period preceding such Payment Date) automatically shall be granted a Deferred C ompensation Option to purchase a number of Shares equal to the dollar amount specified in such Deferral Elec tion divided by an amount equal to the difference between the Fair Market Value of a Share as of such Payment Date and the option price determined under subsection 7.2.1 (rounded up to the next number of whole Shares). 7.2Terms of Deferred Compensation Options. Each Deferred Compensation Option granted under the Plan shall have the following terms and conditions: 7.2.1Price. The exercise price per Share of each Deferred Compensation Option shall be equal to the greater of (a) 40 percent of the Fair Market Value of a Share as of the respective Grant Date (which will be the Payment Date of the Directors Fees in lieu of which the De ferred Compensation Option was granted) or (b) $5 per Share. 7.2.2 Term. The term of each Deferred Compensation Option shall be unlimited unless terminated earlier in accordance with the Plan. 7.2.3 Time of Exercise. Unless a Deferred Compensation Option is terminated or the time of its exercisability is accelerated in accordance with the Plan, each De ferred Compensation Option shall not be exercisable during the six months beginning on the respective Grant Date and shall thereafter be fully exercisable. 7.2.4 Continuation as Director. If an Optionee ceases to be a member of the Board for any reason, the right to exercise the Deferred Compensation Option shall expire at the end of the following periods: After termination on account of: Period death 1 year Retirement 5 years Disability 1 year Upon termination as a member of the Board for any other reason, the Deferred Compensation Option shall expire upon the later of (i) three months after the date of such termina tion, or (ii) seven months from the Grant Date of such Option. STOCK OPTIONS§18.211 March 1996 18-209F 7.2.5Acceleration of Exercisability. Notwithstanding the schedule provided in subsection 7.2.3, a Deferred Compensation Option shall become fully exercisable upon the occurrence of either: (a) The Optionee’s death or withdrawal from the Board by reason of Disability or Retirement; or (b) A Change in Control Date. 7.2.6 Nonassignability. Each Deferred Compensation Option shall be nontransferable other than by will or by the laws of descent and distribution and shall be exercisable, during the life of an Optionee, only by the Optionee or, in the event the Optionee becomes legally incompetent, by the Optionee’s guardian or legal representative. 7.2.7 Option Agreement. Each Deferred Compensation Option shall be evidenced by an Option Agreement substantially in the form attached to this Plan as Appendix A. 7.3 Deferral Elections. Each Non-Employee Director may elect to receive a Deferred Compensation Option in lieu of all or a specified portion of any Directors Fees. Eac h Deferral Election shall be in the form of a written notice (substantially in the form of Appendix B hereto and acceptable to the Manager or his or her delegate) and shall set forth the Non-Empl oyee Director’s election to receive Deferred Compensation Options during one or more Plan Years (or a portion of a Plan Year) and the percentage or dollar amount of Directors Fees in lieu of which the Deferred Compensation Options are to be granted. Each Deferral Election shall specify the Plan Year or Years (or a portion of a Plan Year beginning on a specified date) to be cove red by the Deferral Election. Each Deferral Election must be made at least si x months prior to the first day of the first Plan Year (or the specified beginning of a portion of the Plan Year) covere d by the Deferral Election. ARTICLE 8 METHOD OF EXERCISE 8.1 Method of Exercise. Each Option may be exercised by delivery of written notice to Bancorp stating the number of Shares, form of payment, and proposed date of closing. 8.2Other Documents. The Optionee shall furnish Bancorp before closing such other documents or representations as Bancorp may require to assure compliance with applicabl e laws and regulations. 8.3Payment. The purchase price for the Shares purchased upon exercise of an Option shall be paid in full at or before closing by one or a combination of the following: (a) Payment in cash; or (b) Delivery of previously acquired Shares having a Fair Market Value equal to the purchase price.8.4 Previously Acquired Shares. Delivery of previously acquired Shares in full or partial payment for the exercise of an Option shall be subject to the following conditions: (a) The Shares tendered shall be in good delivery form; (b) The Fair Market Value of the Shares tendered, together with the amount of cash, if any, tendered shall equal or exceed the exercise price of the Option; (c) Any Shares remaining after satisfying the payment for the Option shall be reissued in the same manner as the Shares tendered; and (d) No fractional Shares will be issued and cash will not be paid to the Optionee for any fractional Share value not used to satisfy the Option purchase price. ARTICLE 9 ADJUSTMENTS UPON CHANGES IN CAPITALIZATION §18.211PROXY STATEMENTS: STRATEGY & FORMS 18-209G © 1996 Jefren Publishing Company, Inc. In the event of a recapitalization, stock split, stock dividend, combination or exchange of Shares, merger, consolidation, reorganization or liquidation, or any other change in the corporate structure or Shares of Bancorp, the Board may make such proportionate adjustments in the number and kind of shares for which Options may be granted under the Plan and, with respect to outstanding Options granted under the Plan, in the number and kind of shares covered thereby and in the exercise price, as the Board in its sole discretion may deem appropria te to give effect to such change in capitalization. STOCK OPTIONS§18.211 March 1996 18-209F ARTICLE 10 DURATION, AMENDMENT AND TERMINATION 10.1 Duration. The Plan became effective on the Effective Date (subject to shareholder approval pursuant to Section 10.2), and shall continue until all Options granted under the Plan have been exercised or have lapsed or otherwise been terminated pursuant to the Plan. Expi ration or other termination of the Plan shall not affect outstanding Options. 10.2 Condition Precedent. The adoption of the Plan, and the grant of Options under the Plan, was conditioned upon the approval of the Plan by an affirmative vote of the holders of a majority of the voting stock of Bancorp present or represented and entitled to vote the reon at the 1991 annual meeting of Bancorp shareholders. The Second Amendment and Restatement, and the grant of Annual Options under the Plan, are conditioned upon similar approval by Bancorp shareholders at the 1994 Annual Meeting. 10.3 Termination and Amendment of the Plan. The Board may terminate the Plan at any time, provided, however, that any such termination shall not affect any outstanding Opti ons previously granted under the Plan. The Board may also make such modifications of the Pl an and, with the consent of an Optionee, of the terms and conditions of any Option granted under the Plan, as it shall deem advisable, but may not, without approval of the shareholders of Bancorp: (a) Materially increase the benefits accruing to Non-Employee Directors under the Plan; (b) Materially increase the number of Shares as to which Options may be granted under the Plan (other than by means of an adjustment described in Article 9); or (c) Materially modify the requirements as to eligibility for participation in the Plan. Notwithstanding the foregoing, the Plan shall not be amended more than once every six months other than amendments to comport with changes in the Code or the requirements of Rule 16b-3 under the Exchange Act. ARTICLE 11 MISCELLANEOUS 11.1 Board Membership. Nothing in the Plan or in any Option granted pursuant to the Plan shall confer upon any Optionee any right to continue as a director of Bancorp or to inte rfere in any way with the right of the shareholders of Bancorp to remove a director at any time. 11.2 Tax Reimbursement. Bancorp shall have the right, in connection with the exercise of an Option, to require the Optionee recipient to pay to Bancorp an amount sufficient to provide for any withholding tax liability imposed with respect to such exercise. 11.3 Securities Laws. Bancorp shall not be required to distribute any Shares upon exercise of an Option until it shall have taken any action required to comply with the provi sions of the Securities Act of 1933 or any other then applicable securities laws. 11.4 Applicable Law. To the extent that federal laws (such as the Code and the federal securities laws) do not otherwise control, the Plan shall be governed and construed in all respects in accordance with Oregon law. This Second Amendment and Restatement was executed and approved on behalf of Bancorp as of June 17, 1993. U.S. BANCORP By /s/ JUDITH L. RICE Judith L. Rice Executive Vice President U.S. Bancorp 3/17/94