Exhibit 10.2
THE BANK OF KENTUCKY,
INC.
CRESTVIEW HILLS,
KENTUCKY
EXECUTIVE DEFERRED CONTRIBUTION
PLAN
The Executive Deferred Contribution
Plan of The Bank of Kentucky, Inc. (the “Plan”) is
adopted effective September 1, 2003 (“Effective Date”).
The purpose of the Plan is to provide certain employees an
opportunity to defer the receipt of compensation pursuant to
Section 451 of the Internal Revenue Code of 1986
(“Code”). It is intended to be an unfunded arrangement
for the benefit of a select group of highly compensated or
management employees.
Accordingly, The Bank of Kentucky,
Inc. hereby adopts the Plan pursuant to the terms and provisions
set forth below:
ARTICLE I
DEFINITIONS
Wherever used herein the following
terms shall have the meanings hereinafter set forth. Words in the
masculine gender shall include the feminine and the singular shall
include the plural, and vice versa, unless qualified by the
context. Any headings used herein are included for the ease of
reference only, and are not to be construed so as to alter the
terms hereof.
1.1 BENEFICIARY means the person or
persons designated by a Participant to receive benefits pursuant to
Section 2.2 upon his death.
1.2 BOARD means the Board of
Directors of the Company.
1.3 CODE means the Internal Revenue
Code of 1986, as amended from time to time, and any regulations
relating thereto.
1.4 COMMITTEE means the individuals
appointed by the Board of Directors of the Company to administer
the Plan.
1.5 COMPANY means The Bank of
Kentucky, Inc., a Kentucky banking company, and to the extent
provided in Section 11.7 below, any successor corporation or other
entity resulting from a merger or consolidation into or with the
Company or a transfer or sale of substantially all of the assets of
the Company.
1.6 CONTRIBUTION means a credit made
by the Company in the form of an Elective Contribution to a
Participant’s Deferred Compensation Account.
1.7 DEFERRED COMPENSATION ACCOUNT OR
ACCOUNT means the bookkeeping account established pursuant to
Article V to reflect credits of Contributions pursuant to Article
III and credits and debits pursuant to Article IV. The amount of
Participant’s or Beneficiary’s Deferred Compensation
Account shall be determined as of the date of reference.
1.8 DISABILITY means Disability as
defined in the Company’s qualified Section 401(k) plan, and
if Company has no such plan, then as defined in Company’s
other qualified pension or profit sharing plan maintained for the
benefit of Company’s employees.
1.9 ELECTIVE CONTRIBUTIONS means a
Contribution made to the Plan at the election of a Participant, in
lieu of cash compensation, including contributions made pursuant to
a salary reduction agreement or some other deferral
mechanism.
1.10 ELIGIBLE EMPLOYEE means, for
any Plan Year (or applicable portion thereof), a person
1
employed by the Company who is determined by the
Board to be a member of a select group of management or highly
compensated employees and who is designated by the Board to be an
Eligible Employee under the Plan. By each November 1, the Company
shall notify those individuals, if any, who will be Eligible
Employees for the next Plan Year. If the Board determines that an
individual first becomes an Eligible Employee during a Plan Year,
the Board shall notify such individual of its determination and of
the date during the Plan Year on which the individual shall first
become an Eligible Employee.
1.11 ENTRY DATE with respect to an
individual means the first day of the pay period following the date
on which the individual first becomes an Eligible
Employee.
1.12 ERISA means the Employee
Retirement Income Security Act of 1974, as amended from time to
time, and any regulations relating thereto.
1.13 NORMAL RETIREMENT AGE means the
date on which a Participant attains age 65 years.
1.14 PARTICIPANT means any person so
designated in accordance with the provisions of Article II
including, where appropriate according to the context of the Plan,
any former employee who is or may become (or whose beneficiaries
may become) eligible to receive a benefit under the
Plan.
1.15 SEPARATION FROM SERVICE means
the severance of a Participant’s employment with the Company
for any reason, including death, retirement or
disability.
ARTICLE II
ELIGIBILITY AND
PARTICIPATION
2.1 REQUIREMENTS. Every Eligible
Employee shall be eligible to become a Participant on the first
Entry Date occurring on or after the date on which he or she
becomes an Eligible Employee. No individual shall become a
Participant, however, if he or she is not an Eligible Employee on
the Entry Date.
Participation in the Plan is
voluntary. In order to participate, an Eligible Employee must make
written application in such manner as may be required by Section
3.1 and by the Company and must agree to make Elective
Contributions as provided in Article III.
2.2 DESIGNATION OF BENEFICIARY. Each
Participant shall designate any person or persons (who may be named
contingently or successively) to receive such benefits as may be
payable under the Plan upon or after the Participant’s death,
and such designation may be changed from time to time by the
Participant by filing a new designation.
ARTICLE III
CONTRIBUTIONS
A Participant may authorize the
Company to contribute to the Plan on his behalf Elective
Contributions. Such Elective Contributions shall be stated as
either a dollar amount or a whole percentage of Compensation to be
earned by the Participant.
On adoption of the Plan and on a
Participant’s initial Entry Date, each Participant shall be
given thirty (30) days to elect Elective Contributions. Such
written notice shall contain an election of the dollar amount or
percentage of his Compensation to be contributed and authorization
for the Company to reduce his Compensation by such amount. The
election shall remain in force until suspended or revised by the
Participant. Elective Contributions may be suspended or revised at
any time by giving prior written notice. After suspension, the
Participant shall not be eligible for further Elective
Contributions until the beginning of the next Plan Year, for which
notice must be given at least thirty (30) days prior to such Plan
Year.
2
ARTICLE IV
DEEMED INVESTMENT OF
PARTICIPANTS ACCOUNT
Subject to such limitations as may
from time to time be required by law, imposed by the Committee, or
contained elsewhere in the Plan, and subject to such operating
rules and procedures as may be imposed from time to time by the
Committee, each Participant may communicate to the Committee
directions as to how his or her Deferred Compensation Account
should be deemed to be invested among such categories of deemed
investments as may be made available by the Committee hereunder. In
such a case, the Participant’s Account will be credited or
debited with the increase or decrease in the realizable net asset
value or credited interest, as applicable, of the designated deemed
investments.
ARTICLE V
ALLOCATION OF CONTRIBUTIONS
AND EARNINGS
The Company will maintain on its
books a Deferred Compensation Account for each Participant to which
shall be credited Contributions under Article III an
