Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On May 14, 2009, at their annual meeting, the shareholders of German American Bancorp, Inc. (the "Company"), approved and adopted the German American Bancorp, Inc., 2009 Employee Stock Purchase Plan and the German American Bancorp, Inc., 2009 Long Term Equity Incentive Plan (together, the "Plans"). The Plans became effective immediately upon the approval and adoption by the shareholders of the Plans. The Company's executive officers are eligible to participate in each of the Plans, and the members of the Company's Board of Directors are eligible to participate in the German American Bancorp, Inc., 2009 Long Term Equity Incentive Plan.

The terms and conditions of the Plans were summarized by the Company's Proxy Statement for the annual meeting of shareholders held May 14, 2009, which was filed with the Securities and Exchange Commission as part of Schedule 14A on March 20, 2009 (the "Proxy Statement"), and the full texts of the Plans were attached as Exhibits A and B to the Proxy Statement. Such summary descriptions and such full texts are incorporated herein by reference to the Proxy Statement.

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