Exhibit 10.1
COMMUNITY TRUST BANCORP,
INC.
SENIOR MANAGEMENT INCENTIVE
COMPENSATION PLAN
EFFECTIVE JANUARY 1,
2009
ARTICLE I
OBJECTIVES
This plan is
designed to reward senior management for meeting or exceeding
industry standards for profitability and adopted to achieve the
following objectives:
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Increase the
profitability and growth of Community Trust Bancorp, Inc. in a
manner which is consistent with other goals of the Company, its
stockholders and its employees,
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Provide
executive compensation which is competitive with other financial
institutions,
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Attract and
retain personnel of outstanding ability and encourage excellence in
the performance of individual responsibilities,
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Motivate and
reward those members of management who contribute to the success of
the Company,
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Distinguish
among the performance contributions of some individuals by
providing financial recognition for individual performance, as well
as group performance, and
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Allow the
flexibility which permits revision and strengthening from time to
time to reflect changing organizational goals and
objectives.
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ARTICLE II
DEFINITIONS
Section
2.01
As used herein,
the following words and phrases shall have the meanings below
unless the context clearly indicates otherwise:
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“
Annual Incentive Plan ” or “ Annual Plan
” shall mean the Senior Management Incentive Compensation
Plan set forth in this document and all amendments
thereto.
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“
Award Period ” means one Fiscal Year.
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“
Board ” means the Board of Directors of Community
Trust Bancorp, Inc.
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“
Company ” means Community Trust Bancorp, Inc., and its
subsidiaries.
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“
Compensation Committee ” means the Compensation
Committee of the Board.
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“
Disability ” means the total and permanent disability
of a participant as defined by any Long-Term Disability Plans in
effect for the Company and as thereafter may be amended.
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“
Effective Date ” means the date upon which the Plan
shall become effective.
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“
Fiscal Year ” means the accounting period adopted by
the Company for federal income tax purposes.
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“
Participan t” means a person designated by the Company
to participate in the Plan.
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“
Plan ” shall mean the Company’s Senior
Management Incentive Compensation Plan.
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“
Salary ” or “ Salaries ” shall mean
the base salary in effect for each participant as of the last pay
period in December of the Award Period.
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“
Stock Option ” shall mean Stock Options granted under
the Community Trust Bancorp, Inc. 2006 Stock Option Plan as
hereinafter may be amended including substitutions or replacements
of the Plan. Such options shall be Incentive Stock
Options to the extent possible under tax laws in effect at the time
the option is awarded.
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ARTICLE III
ADMINISTRATION OF THE
PLAN
Section
3.01
The Compensation Committee shall administer the Plan and employ
such other agents as may reasonably be required to administer the
Plan.
The
Compensation Committee shall adopt such rules and regulations of
general application as are beneficial for the administration of the
Plan and shall make all discretionary decisions involving a
participant of the Plan. Said committee shall also have the right
to interpret the Plan, to determine the Effective Date, and to
approve all employees who are to participate in the
Plan.
A majority of
the Compensation Committee shall constitute a
quorum. The acts of a majority of the members present at
any meeting at which there is a quorum shall be valid
acts. Acts reduced to and approved in writing by a
majority of said committee shall also be valid acts.
All incentive
compensation payable under the Plan shall be paid from the general
assets of the Company. To the extent that any person
acquires a right to receive payments under the Plan, such right
shall be no greater than the right of any unsecured creditor of the
Company.
The
Compensation Committee may authorize the Chairman, President and
CEO of the Company to send a written notice of such Plan to each
selected Participant. No person shall have the right to
be included in the Plan until receiving said notice in the form
of Attachment "A" hereto .
All costs and
expenses involved in the administration of this Plan shall be paid
by the Company.
Any
determination or action of the Compensation Committee or the Board
shall be final, conclusive and binding on all participants and
their beneficiaries, heirs, personal representatives, executors and
administrators.
The Board of
Directors, in its sole discretion, may amend, modify or terminate
the Plan at any time. The Board shall also annually
review the pre-determined performance standards and may amend such
schedules in its sole discretion.
ARTICLE IV
PARTICIPANT
ELIGIBILITY
The following
groups shall participate in the Plan:
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(a)
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Group I shall
consist of the Executive Committee of the Corporation.
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(b)
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Group II shall
consist of the (1)CTB officers responsible for the divisions of
Commercial Lending, Consumer Lending, Residential Real Estate
Lending, Finance, Sales and Marketing, Human Resources, Compliance,
Facilities Management and (2) the Presidents of each
market
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(c)
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Group III shall
consist of Senior Vice Presidents of consolidated functions who are
selected for participation by the Compensation
Committee.
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(d)
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Individuals
below SVP level may be recommended and approved by the Compensation
Committee for special awards of options for extraordinary
performance.
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Voluntary or
involuntary termination of full-time employment of a Participant
prior to the payment of incentive awards for an Award Period will
result in such Participant forfeiting any incentive compensation
for the Award Period (except as provided in Section 4.03
herein).
If a
Participant dies, retires, becomes disabled, or is granted a leave
of absence during an Award Period, the Compensation Committee may,
at its discretion or under such rules as it may have prescribed,
award partial incentive compensation based on the level of
achievement in relation to goals established for the Award
Period.
Directors who
are also employees of the Company shall be eligible to participate
in the Plan. However, a director who is compensated on
the basis of a fee or retainer, as distinguished from a salary,
shall not be eligible.
