Exhibit 10.1
PORTER BANCORP,
INC.
AMENDED AND
RESTATED
2006 NON-EMPLOYEE DIRECTORS STOCK
OWNERSHIP INCENTIVE PLAN
AS AMENDED MAY 22,
2008
ARTICLE
1. PURPOSE.
The purpose of this 2006
Non-employee Directors Stock Ownership Incentive Plan
(“Plan”) is to advance the interests of Porter Bancorp,
Inc., a Kentucky corporation (“Company”), and its
subsidiaries, by providing non-employee directors of the Company
and its principal subsidiary, PBI Bank, Inc. with an ownership
interest in the Company. The Plan is also intended to enhance the
Company’s ability to attract and retain persons of
outstanding ability to serve as directors of the Company and the
Bank.
ARTICLE
2. DEFINITIONS AND
CONSTRUCTION.
2.1
Definitions . As used in the Plan, the terms defined
parenthetically, immediately after their use shall have the
respective meanings provided by such definitions, and the terms set
forth below shall have the following meanings (in either case, such
meanings shall apply equally to both the singular and plural forms
of the terms defined):
(a) “Award”
shall mean a grant of Options or of Restricted Stock under
Section 5 of the Plan.
(b) “Award
Date” shall mean (i) in 2006, the date on which the
Company’s registration statement for an initial public
offering of its Shares is declared effective by the Securities and
Exchange Commission, and (ii) in subsequent years, the first
business day of the first calendar month after the date of the
Company’s annual meeting of shareholders.
(c) “Bank”
shall mean PBI Bank, Inc., a wholly owned subsidiary of the
Company.
(d) “Board”
shall mean the Board of Directors of the Company or the Bank, as
the case may be.
(e) “Change of
Control” means (i) an event or series of events which
have the effect of any “person” as such term is
used in Section 13(d) and 14(d) of the Exchange Act, other
than any trustee or other fiduciary holding securities of the
Company under any employee benefit plan of the Company, becoming
the “beneficial owner” as defined in Rule 13d-3 under
the Exchange Act, directly or indirectly, of securities of the
Company representing 30% or more of the combined voting power of
the Company’s then outstanding capital stock; (ii) any
merger, consolidation, share exchange, recapitalization or other
transaction in which any person becomes the beneficial owner of
securities of the Company representing 30% or more of the combined
voting power of the Company’s then outstanding capital stock;
(iii) the persons who were members of the Board of the Company
immediately before a transaction shall cease to constitute a
majority of the Board of the Company or any successor to the
Company; (iv) the business of the Company is disposed of
pursuant to a merger, consolidation, share exchange, sale or other
disposition of the Bank, or to a partial or complete liquidation,
sale of assets, or otherwise.
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(f) “Code”
shall mean the Internal Revenue Code of 1986, as amended from time
to time, or any successor thereto, together with any regulations
promulgated thereunder.
(g) “Committee”
shall mean the committee described in Section 3.1.
(h) “Director”
shall mean a member of the Board who is not an employee of the
Company or any Subsidiary of the Company.
(i) “Disability”
shall mean a physical or mental infirmity that the Committee
determines impairs the Director’s ability to perform
substantially his or her duties for a period of 180 consecutive
days.
(j) “Effective
Date” shall mean the date described in
Section 6.1.
(k) “Exchange
Act” shall mean the Securities Exchange Act of 1934, as
amended from time to time.
(l) “Fair Market
Value” of the Shares shall mean, as of any Award Date, the
closing sale price of the Shares as reported on the NASDAQ National
Market, or if no such reported sale of the Shares shall have
occurred on such date, on the next preceding date on which there
was a reported sale. If there shall be any material alteration in
the present system of reporting sale prices of the Shares, or if
the Shares shall no longer be listed on the NASDAQ National Market,
the Fair Market Value of the Shares as of an Award Date shall be
determined by such method as shall be determined in good faith by
the Committee.
(m) “Option”
shall mean an option to purchase Shares granted pursuant to Article
5.
(n) “Optionee”
shall mean a person to whom an option has been granted under the
Plan.
(o) “Option
Agreement” shall mean an agreement evidencing the grant of an
Option, as described in Section 5.2.
(p) “Option
Exercise Price” shall mean the purchase price per Share
subject to an Option, which shall be (i) with respect to the
Awards made on the first Award Date, the price at which Shares are
sold to investors in the Company’s initial public offering of
Shares and (ii) thereafter, the Fair Market Value of the Share
on the Award Date.
(q) “Person”
shall have the meaning ascribed to such term in Section 3(a)
(9) of the Exchange Act and as used in Sections 13(d) and
14(d) thereof, including a “group” as defined in
Section 13(d) thereof.
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(r) “Plan”
shall mean this Porter Bancorp, Inc. 2006 Non-employee Directors
Stock Ownership Incentive Plan as the same may be amended from time
to time.
(s) “Shares”
shall mean the Company’s Common Shares.
(t) “Subsidiary”
shall mean, with respect to any company, any corporation or other
Person of which a majority of its voting power, equity securities,
or equity interest is owned directly or indirectly by such
company.
(u) “Withholding
Taxes” shall mean all federal, state and local income taxes
and other amounts as may be required by law to be withheld with
respect to any option exercise, if any.
(v) “Restriction
Period” shall mean the period of time from the Grant Date of
a restricted Stock Award to the date when the restrictions placed
on the Award in the Award Agreement lapse.
(w) “Restricted
Stock Award” or “Restricted Stock” shall mean
Stock which is granted under Section 5 of the Plan, subject to
a Restriction Period and/or condition which, if not satisfied, may
result in the complete or partial forfeiture of such
Stock.
2.2
Gender and Number . Except where otherwise indicated by the
context, reference to the masculine gender shall include the
feminine gender, the plural shall include the singular and the
singular shall include the plural.
2.3
Severability . If any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining parts of the Plan, and the Plan
shall be construed and enforced as if the illegal or invalid
provision had not been included.
ARTICLE
3. ADMINISTRATION.
3.1 The
Committee . The Plan is designed to operate automatically and
not require administration. However, to the extent administration
is required, it shall be provided by the Board of Directors of the
Company (the “Committee”).
3.2
Authority of the Committee . Subject to the provisions of
the Plan, the Committee shall have full authority to:
(a) construe
and interpret the Plan and any agreement or instrument entered into
under the Plan; and
(b) establish, amend and
rescind rules and regulations for the Plan’s
administration.
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To the extent permitted by law, Rule 16b-3
promulgated under the Exchange Act, and the rules of the NASDAQ
Stock Market, the Committee may delegate its authority as
identified herein.
3.3
Decisions Binding . All determinations and decisions made by
the Committee pursuant to the provisions of the Plan, and all
related orders or resolutions of the Board, shall be final,
conclusive and binding on all Persons, including the Company, the
Directors and their estates and beneficiaries.
3.4
Section 16 Compliance . It is the intention of the
Company that the Plan and the administration of the Plan comply in
all respects with Section 16 of the Exchange Act and the rules
and regulations promulgated thereunder. If any Plan provision, or
any aspect of the administration of the Plan, is found not to be in
compliance with Section 16 of the Exchange Act, the provision
or aspect of administration shall be null and void to the extent
permitted by law and deemed advisable by the Committee. In all
events the Plan shall be construed in favor of its meeting the
requirements of Rule 16b-3 promulgated under the Exchange
Act.
3.5
Section 409A Compliance . It is the intention of the
Company that the Plan not be subject to Section 409A of the
Code and the rules and regulations promulgated thereunder. If any
Plan provision, or any aspect of the administration of the Plan,
would be found to subject the Plan to Section 409A of the
Code, the provision or aspect of administration shall be null and
void to the extent permitted by law and deemed advisable by the
Committee. In all events the Plan shall be construed in favor of
its meeting the requirements of Section 409A of the
Code.
ARTICLE
4. SHARES AVAILABLE
UNDER THE PLAN.
4.1
Number of Shares . Subject to adjustment as provided in
Section 4.2, the number of Shares reserved for issuance upon
the exercise of options is 100,000 Shares. Any Shares issued under
the Plan will consist of authorized and unissued Shares. If and to
the extent options shall expire or terminate for any reason without
having been exercised in full, the Shares associated with such
Awards to the extent not fully exercised shall again become
available for Awards under the Plan.
4.2
Adjustments in Authorized Shares and Outstanding Awards . In
the event of a merger, reorganization, consolidation,
recapitalization, reclassification, split-up, spin-off, separation,
liquidation, share dividend, stock split, reverse stock split, cash
dividend, property dividend, share repurchase, share combination,
share exchange, issuance of warrants, rights or debentures, or
other change in the corporate structure of the Company affecting
the Shares, the Committee may substitute or adjust the total number
and class of Shares or other stock or securities that may be issued
under the Plan, and the number, class and/or price of Shares. or
other stock or securities subject to outstanding Awards, as
it
