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Exhibit 10.2
AMENDMENT NO. 1
TO
STOCK YARDS BANK & TRUST COMPANY
2005 RESTATED
SENIOR EXECUTIVE SEVERANCE AGREEMENT
THIS AMENDMENT NO. 1 ("Amendment") to the 2005 Restated
Senior Executive Severance Agreement (the "Agreement") between
Stock Yards Bank & Trust Company (the "Bank") and
_________________ (the "Executive") is adopted effective January 1,
2009.
Recitals
A. The Bank has entered
into severance agreements with certain key executives.
B. The Agreement
was restated in 2005 when the IRS finalized regulations under Code
Section 280G, and to address Code Section 409A, for which no
regulations were then available.
C. The Bank now
desires to amend the Agreement after operating it in good faith
compliance with Internal Revenue Code Section 409A since that
Section's effective date, to comply with the final regulations
under that Code Section that are effective January 1,
2009.
Amendments
1. The
definition of "Termination of Employment" in Section 1 of the
Agreement is hereby amended so that as amended it shall read
in its entirety as follows:
"TERMINATION OF EMPLOYMENT" shall mean the date the Bank and the
Executive reasonably anticipate that (i) the Executive will not
perform any further services for the Bank, the Holding Company, or
any other entity considered a single employer with the Bank under
Section 414(b) or (c) of the Code (inserting 50% threshold for
ownership in each place where 80% now appears therein) (the
"Employer Group"), or (ii) the level of bona fide services the
Executive will perform for the Employer Group after that date will
permanently decrease to less than 20% of the average level of bona
fide services performed over the previous 36 months (or if shorter,
over the duration of service). For this purpose, service
performed as an employee or as an independent contractor is
counted, except that service as a member of the board of directors
of an Employer Group entity is not counted unless benefits under
this Plan are aggregated with benefits under any other Employer
Group plan or agreement in which Executive also participates as a
director. A Executive will not be treated as having a
Termination of Employment while on military leave, sick leave or
other bona fide leave of absence if the leave does not exceed six
months or, if longer, the period during which Executive has a
reemployment right under statute or contract. If a bona fide
leave of absence extends beyond six months, Executive will be
considered to have a Termination of Employment on the first day
after the end of such six month period, or on the day afte
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