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STOCK YARDS BANK
AND TRUST COMPANY
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2005 RESTATED
SENIOR OFFICERS SECURITY PLAN
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PURPOSE
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The
purpose of the Stock Yards Bank and Trust 2005 Company Restated
Senior Officers Security Plan is to provide specified benefits to a
select group of management and highly compensated Employees who
contribute materially to the continued growth, development and
future business success of Stock Yards Bank and Trust Company. This
Plan is restated effective January 1, 2005 to, among other things,
comply in good faith with new Internal Revenue Code Section 409A
regulating the design of "deferred compensation."
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ARTICLE I
DEFINITIONS
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For
purposes hereof, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the indicated
meanings:
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1.1 "Beneficiary"
shall mean the person or persons or the estate of a Member entitled
to receive any benefits under this Plan, in accordance with
Articles III and XII hereof.
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1.2 "Bank"
shall mean the Stock Yards Bank and Trust Company.
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1.3 A
"Change of Control" of the Holding Company shall be deemed to have
occurred if:
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(a) (i) any
Person (as defined in this definition) is or becomes the Beneficial
Owner (as defined in this definition) of securities of the Holding
Company representing 20% or more of the combined voting power of
the Holding Company's then outstanding securities (unless (A) such
Person is the Beneficial Owner of 20% or more of such securities as
of April 26, 1995 or (B) the event causing the 20% threshold to be
crossed is an acquisition of securities directly from the Holding
Company);
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(ii) during
any period of two consecutive years beginning after April 26, 1995,
individuals who at the beginning of such period constitute the
Board of Directors of the Holding Company and any new director
(other than a director designated by a person who has entered into
an agreement with the Holding Company to effect a transaction
described in clause (i), (iii) or (iv) of this Change of Control
definition) whose election or nomination for election was approved
by a vote of at least two-thirds of the directors then still in
office who either were directors at the beginning of the period or
whose election or nomination for election was previously so
approved cease for any reason to constitute a majority of the Board
of Directors of the Holding Company;
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(iii) the
shareholders of the Holding Company approve a merger or
consolidation of the Holding Company with any other corporation
(other than a merger or consolidation which would result in the
voting securities of the Holding Company outstanding immediately
prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
entity surviving such merger or consolidation), in combination with
voting securities of the Holding Company or such surviving entity
held by a trustee or other fiduciary pursuant to any employee
benefit plan of the Holding Company or such surviving entity or of
any subsidiary of the Holding Company or such surviving entity, at
least 80% of the combined voting power of the securities of the
Holding Company or such surviving entity outstanding immediately
after such merger or consolidation); or
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(iv) the
shareholders of the Holding Company approve a plan of complete
liquidation or dissolution of the Holding Company or an agreement
for the sale or disposition by the Holding Company of all or
substantially all of the Holding Company's assets.
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(b) For
purposes of the definition of Change of Control, "Person" shall
have the meaning ascribed to such term in Section 3(a)(9) of the
Securities Exchange Act of 1934, as amended, as supplemented by
Section 13(d)(3) of such Act; provided, however, that Person shall
not include (i) the Holding Company, any subsidiary or any other
Person controlled by the Holding Company, (ii) any trustee or other
fiduciary holding securities under any employee benefit plan of the
Holding Company or of any subsidiary, or (iii) a corporation owned,
directly or indirectly, by the shareholders of the Holding Company
in substantially the same proportions as their ownership of
securities of the Holding Company.
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(c) For
purposes of the definition of Change of Control, a Person shall be
deemed the "Beneficial Owner" of any securities which such Person,
directly or indirectly, has the right to vote or dispose of or has
"beneficial ownership" (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) of, including pursuant
to any agreement, arrangement or understanding (whether or not in
writing); provided, however, that: (i) a Person shall not be deemed
the Beneficial Owner of any security as a result of an agreement,
arrangement or understanding to vote such security (x) arising
solely from a revocable proxy or consent given in response to a
public proxy or consent solicitation made pursuant to, and in
accordance with, the Securities Exchange Act of 1934, as amended,
and the applicable rules and regulations thereunder or (y) made in
connection with, or to otherwise participate in, a proxy or consent
solicitation made, or to be made, pursuant to, and in accordance
with, the applicable provisions of the Securities Exchange Act of
1934, as amended, and the applicable rules and regulations
thereunder; in either case described in clause (x) or clause (y)
above, whether or not such agreement, arrangement or understanding
is also then reportable by such Person on Schedule 13D under the
Securities Exchange Act of 1934, as amended (or any comparable or
successor report); and (ii) a Person engaged in business as an
underwriter of securities shall not be deemed to be the Beneficial
Owner of any securities acquired through such Person's
participation in good faith in a firm commitment underwriting until
the expiration of forty days after the date of such
acquisition.
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1.4 "Code"
means the Internal Revenue Code of 1986, as amended.
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1.5 "Committee"
shall mean the Administrative Committee appointed to manage and
administer the Plan in accordance with the provisions of Article XI
hereof.
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1.6 "Employee"
shall mean any person who is in the regular full-time employment of
the Bank as determined by the personnel rules and practices of the
Bank. The term does not include persons who are retained by the
Bank as consultants only.
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1.7 "Holding
Company" shall mean SY Bancorp, Inc.
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1.8 "Member"
shall mean an Employee who is selected and elects to participate in
the Plan as provided in Article II hereof.
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1.9 "Plan"
shall mean the Stock Yards Bank and Trust Company 2005 Restated
Senior Officers Security Plan.
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1.10 "Plan
Agreement" shall mean the written agreement, substantially in the
form attached hereto as Exhibit 1 or with such other changes as the
committee, in its discretion shall determine appropriate, which is
entered into by and between the Bank and an Employee selected to
become a Member as a condition to membership in the Plan.
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1.11 "Retirement
Benefit" shall mean that benefit set forth in the Member's Plan
Agreement, which may either be described as a defined benefit at a
certain age, or a defined contribution per year while
participating, which, as and when vested, will be payable plus
earnings or losses to the Member at the age set forth in the Plan
Agreement.
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1.12 "Split
Dollar Agreement" shall mean an agreement, substantially in the
form attached hereto as Exhibit 2 but with such changes as the
Committee in its discretion shall deem appropriate in each case,
which may be entered into with a Member to provide for payment of
Death Benefits in accordance with Article III hereof.
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1.13 "Total
Disability" of any Employee will mean that the Employee is unable,
because of bodily injuries sustained or disease originating after
becoming a Member of the Plan to perform any and every duty of the
Employer's regular occupation. However, after a period of such
Total Disability has continued for 60 months, the Employee will be
deemed to be totally disabled only if unable, because of such
bodily injury or sickness, to perform any and every duty of any
occupation for which the Employee is reasonably fitted by
education, training or experience. The total and irrecoverable loss
of the sight of both eyes, or the use of both hands or both feet or
of one hand and one foot, will be considered Total Disability.
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1.14 "Termination
of Employment" shall be deemed to have occurred at the close of
business on the last day on which an Employee is carried as an
active employee on the records of Bank and any other entity that is
considered a single employer with Bank under Code Section 414(b) or
414(c). The Committee shall determine, consistent with Code Section
409A and guidance issued thereunder, whether an authorized leave of
absence, change in status to that of purely a contractor or Board
member, or other absence on military or government service,
constitutes Termination of Employment for purposes of the Plan.
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ARTICLE II
ELIGIBILITY AND MEMBERSHIP
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2.1
Selection for Membership . In order to be eligible for
membership in the Plan, an Employee must be selected by the Board
of Directors of the Bank which, in its sole discretion, shall
determine eligibility for membership in accordance with the
purposes of the Plan.
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2.2
Plan Agreement . An Employee, after having been selected for
membership shall, as a condition to membership, complete and return
to the Committee a duly executed Plan Agreement, in the form
attached as Exhibit 1 hereof electing to participate in the Plan
and agreeing to the terms of the benefits offered to that Member by
the Plan Agreement.
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ARTICLE III
DEATH BENEFIT
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3.1
Death Benefit Before Termination of Employment . In the
event a Member dies before Termination of Employment, the Bank will
pay or cause to be paid a Death Benefit to such member's
Beneficiary in the amount or amounts set forth in his Plan
Agreement and as therein specified, commencing as soon as
practicable following the date of death of the Member. Upon payment
of this Death Benefit, all rights (whether or not then vested) to a
Retirement Benefit shall be forfeited. In the event the Death
Benefit set forth in the Plan Agreement is provided for via a Split
Dollar life insurance policy or other similar insurance policy, the
obligation of the Bank shall be to pay the premiums on said policy
as set forth in the Split Dollar Agreement (Exhibit 2) and in such
event the Death Benefit shall be the proceeds of the policy, if
any, payable to the Employee under the Split Dollar Agreement, and
the Bank shall have no obligation to make any payment other than
the premiums on said policy. The obligation of the Bank to pay
premiums on said policy shall cease upon termination of this Plan
pursuant to Article VIII hereof, or a Member's Termination of
Employment, provided that, for this purpose, Termination of
Employment shall not be deemed to have occurred if the Member
ceases active service due to Total Disability.
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3.2
Payment of Premium is Sole Promise of Bank . The Bank will
continue to pay or cause to be paid the premiums on any Split
Dollar life insurance policy provided for in a Split Dollar
Agreement or shall pay any other designated Death Benefit only if
Member is an employee (or, if not active, ceased active work due to
Total Disability) at the date of death, and Member's Plan Agreement
is kept in force until such time of death.
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3.3
Death Benefit after Termination of Employment . If a Member
has left the Bank's employ other than due to Total Disability
before death with a vested Retirement Benefit pursuant to his Plan
Agreement which has not yet been fully paid, the Death Benefit
hereunder shall be the vested Retirement Benefit, or, for a Member
in pay status receiving his Retirement Benefit, the remaining
unpaid portion of the vested Retirement Benefit, paid as and when
otherwise payable, in lieu of any other Death Benefit provided for
in the Plan Agreement or in the Split Dollar Agreement.
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ARTICLE IV
RETIREMENT BENEFIT
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4.1
Retirement Benefit Payment . Unless a Change of Control
occurs, the Bank shall pay (or cause to be paid) such Member's
vested interest in his Retirement Benefit at the time and in the
manner set forth in his Plan Agreement. Notwithstanding anything
herein or in the Plan Agreement to the contrary, in the case of a
Member who is a "key employee" within the meaning of Code Section
416(i) for the year in which the distribution would otherwise take
place, the distribution shall not commence earlier than six months
after the effective date of the Member's Termination of Employment
or as otherwise allowed in guidance issued by the Internal Revenue
Service under Code Section 409A.
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4.2
Payment after A Change of Control .. If a Member incurs a
Termination of Employment before, or within 15 months after a
Change of Control, then in lieu of the payments (or remaining
payments) set forth in Section 4.1(a), or payments to a beneficiary
in accordance with Section 3.3., the Bank shall pay or cause to be
paid to such Member (or Beneficiary) as soon as possible (and in
any event within 30 days) following the later of the Change of
Control or the Termination of Employment (plus 6 months if the
second sentence of Section 4.1(a) applies), as a Retirement
Benefit, an amount equal to the then-present value of such Member's
remaining vested interest in his Retirement Benefit, as set forth
in his Plan Agreement at the time the Change of Control occurs. Any
payment under this Section 4.1(b) shall be made in a single lump
sum notwithstanding any provision to the contrary in the Plan
Agreement. The present value of any such Retirement Benefit shall
be determined using a discount rate equal to 120% of the
"applicable federal rate" (determined under Code Section 1274 and
the regulations thereunder), compounded semi-annually. If, for
purposes of compliance with the design criteria of Code Section
409A, acceleration of payment (and change in the form to a lump
sum) for a Member (or Beneficiary) where Termination of Employment
occurred prior to a Change of Control can only be allowed if the
Change of Control also meets the definition of that term in
guidance under Code Section 409A, then only if the Change in
Control comes within that Code Section 409A definition will such a
benefit be accelerated and paid in a lump sum.
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4.3
No Retirement Benefit if Death Benefit is Paid .
Notwithstanding any provision to the contrary, no Retirement
Benefit, even if vested, shall be paid under any circumstances to a
Member on whose behalf a Death Benefit under Section 3.1 or Section
3.2 is paid, or pay a death benefit (other than remaining
Retirement Benefit payments) to any person to whom a Retirement
Benefit has begun to be paid.
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ARTICLE V
VESTING AND FORFEITURE OF BENEFITS
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5.1
Full Vesting At Disability and Change in Control . A Member
shall become 100% vested in all Retirement Benefits provided under
this Plan and his Plan Agreement if, while the Member is an
Employee, such Member becomes Totally Disabled or a Change of
Control occurs. If a Member ceases to be an Employee for any reason
other than a Total Disability before a Change of Control occurs,
the Member's vested interest in the benefits provided under this
Plan and his Plan Agreement shall be determined as of the date he
ceases to be an Employee in accordance with the vesting schedule
set forth in his Plan Agreement based on his Years of Service at
that time. The Bank in its sole discretion may waive accelerate all
or any part of a Member's vesting schedule.
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5.2
Year of Service . For purposes of this Plan, a Year of
Service shall mean each 12 consecutive month period of employment
as an Employee beginning on a Member's first date of employment as
an Employee and on each anniversary of that date. If a Member
ceases to be an Employee during any such 12 month period of
employment, no credit will be given for vesting purposes for such
partial year of employment. A Member's employment as an Employee
and Years of Service shall be deemed to include any leave of
absence authorized by the Bank (including for military, medical or
other reasons).
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5.3
Forfeiture . All rights to Retirement Benefits hereunder,
whether or not vested, shall cease and be forfeited upon payment to
a Member's beneficiary of the Death Benefit provided in Section 3.1
and 3.2 hereof. The portion of any Retirement Benefit not yet
vested shall be forfeited, as shall all rights to Death Benefits
under a Split Dollar Agreement in accordance with Sections 3.1 and
3.2 hereof, immediately upon a Termination of Employment.
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ARTICLE VI
SOURCE OF BENEFITS
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6.1
Unsecured Creditor . Amounts payable hereunder shall be paid
exclusively from the general assets of the Bank, and no person
entitled to payment hereunder shall have any claim, right, security
interest or other interest in any fund, trust account, insurance
contract, or asset of the Bank which may be looked to for such
payment, other than as provided in any Split Dollar Agreements
entered into hereunder. The Bank's liability for the payment of
benefits hereunder shall be evidenced only by this Plan and each
Plan Agreement and related Split Dollar Agreement (if any) entered
into between the Bank and a Member.
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6.2
Split Dollar Agreement . While the Bank shall not be
obligated to invest in any specific asset or fund, or purchase any
insurance policy in order to provide the means for payment of any
liabilities under the Plan, the Bank may elect to do so and, in
such event, no Member shall have any interest whatever in such
asset, fund or insurance policy other than as set forth in a
separate Split Dollar Agreement signed by Member and the Bank. In
the event the Bank elects to purchase insurance contracts on the
life of a Member as a means of making, offsetting or contributing
to any payment, in full or in part, which may become due and
payable by the Bank under the Plan or a Member's Plan Agreement,
such Member agrees to cooperate in the securing of life insurance
on his life by furnishing such information as the Bank and the
insurance carrier may require, including the results and reports of
previous Bank and other insurance carrier physical examinations,
taking such additional physical examinations as may be requested,
and taking any other action which may be requested by the Bank and
the insurance carrier to obtain such insurance coverage. If a
Member does not cooperate in the securing of such life insurance,
or if the Bank for any reason is unable to obtain life insurance in
the requested amount on the life of a Member, the Bank shall have
no further obligation for Death Benefits to such Member under the
Plan and such Member's Plan Agreement shall be deemed amended to
that effect, but the Member's right to a Retirement Benefit
hereunder shall, to the extent vested, continue until paid.
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6.3
The Bank Owns Policies . The Bank shall be the sole owner of
any insurance policy or policies acquired on the life of a Member,
with all incidents of ownership therein, including (but not limited
to) the right to cash and loan values, dividends (if any), death
benefits, and the right of termination thereof, and a Member shall
have no interest whatever in such policy or policies (if any), and
shall exercise none of the incidents of ownership thereof, unless
otherwise provided for in a Split Dollar Agreement with regard
thereto.
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6.4
No Duplication . The Bank shall have no obligation for Death
Benefits to a Member under the Plan or Member's Plan Agreement,
except as otherwise expressly provided in the Plan, if the Bank
purchases life insurance on a Member's life pursuant to the Plan
and enters into a Split Dollar Agreement with respect thereto, and
the circumstances of the Member's death preclude payment of death
proceeds under the contract .
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ARTICLE VII
TERMINATION OF PARTICIPATION
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Either
a Member or the Bank may terminate a Member's participation in the
Plan and his Plan Agreement at any time by giving the other written
notice of such termination. Thereafter, the Member's sole rights
under this Plan shall be to payment of the Retirement Benefits
previously vested (with no percentage increase thereafter for
future Years of Service), as and when otherwise payable hereunder,
and all rights to a Death Benefit, other than pursuant to Section
3.3 hereof, shall cease.
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ARTICLE VIII
TERMINATION, AMENDMENT, MODIFICATION, OR SUPPLEMENT OF
PLAN
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8.1
Right to Amend or Terminate . The Bank reserves the right to
terminate, amend, modify or supplement this Plan, wholly or
partially, at any time and from time to time. The Bank likewise
reserves the right to terminate, amend, modify, or supplement any
Plan Agreement, wholly or partially, at any time and from time to
time. Such right shall be exercised for the Bank by the Committee,
provided, however, that:
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(a) No
action to terminate the Plan shall be taken except upon written
notice to each Member to be affected thereby, which notice shall be
given not less than 30 days prior to such action;
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(b) No
action to amend, modify or terminate the Plan or a Plan Agreement
shall adversely affect a Member's right to a Retirement Benefit, to
the extent vested at the time of that amendment, or to a Death
Benefit due as a result of death prior to the amendment, other than
as the Committee deems necessary to protect the expected tax
results of the benefits (ordinary income and employment taxes, and
no excise taxes, payable as and when Retirement Benefits are
actually paid hereunder) in accordance with Code Section 409A as it
may be interpreted from time to time.
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(c) Payment
of benefits vested under the Plan or a Plan Agreement at the time
of any amendment or termination may not be accelerated by action of
the Bank or Committee, other than as allowed under Code Section
409A.
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8.2
Obligations Cease . Upon the termination of this Plan or any
Plan Agreement and payment of all vested benefits due thereunder,
the Bank shall be under no further obligation under either this
Plan or any Plan Agreement so terminated.
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ARTICLE IX
ADMINISTRATION OF PLAN
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9.1
Plan Administration . The general administration of this
Plan, as well as construction and interpretation thereof, shall be
vested in the entire Board of Directors, unless and until it shall
appoint a Committee from members of the Board, the number and
Members of which shall be designated and appointed from time to
time by, and shall serve at the pleasure of the Board of Directors
of the Bank (the body with the administrative authority shall be
referred to as the "Committee"). Any member of the Committee may
resign by notice in writing filed with the Secretary of the
Committee. Vacancies shall be filled promptly by the Board of
Directors of the Bank. Each person appointed a member of the
Committee shall signify his acceptance by filing a written
acceptance with the Secretary of the Committee.
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9.2
Functioning of Committee . The Board of Directors of the
Bank may designate one of the members of the Committee as Chairman
and may appoint a Secretary who need not be a member of the
Committee. The Secretary shall keep minutes of the Committee's
proceedings and all data, records and documents relating to the
Committee's administration of the Plan. The Committee may appoint
from its number such subcommittees with such powers a
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