Exhibit 10.10


 


Officer Compensation Continuation Agreement


 


REPUBLIC BANCORP, INC

REPUBLIC BANK & TRUST COMPANY


 


OFFICER
COMPENSATION CONTINUATION AGREEMENT


 


This Agreement dated as of
the 12th day of January, 1995 (the “Agreement”) is made by and
between Republic Bancorp, Inc., a Kentucky corporation (the “Company”) and
David Vest (the “Executive”), who is presently Executive Vice President of
Republic Bank & Trust Company (the “Bank”) in consideration of the mutual
covenants herein contained and in further consideration of services performed
and to be performed by the Executive for the Company and/or its subsidiaries.
As of the date of this Agreement, Bank is a wholly-owned subsidiary of the
Company. The Bank joins in this Agreement to further accomplish the terms and
objectives of this Agreement.


 


Recitals


 


A.            The Company
considers the establishment and maintenance of sound and vital management of
the Company and its subsidiaries to be essential to protecting and enhancing
the best interests of the Company and its shareholders.


 


B.            The Company recognizes that, as is
the case with many bank holding companies, the possibility of a change of
control may exist. Such possibility and the uncertainty and questions which it
may raise among management of the Company and its subsidiaries may result in
the departure or distraction of key members of management to the detriment of
the Company’s shareholders.


 


C.            The Company’s Board of Directors has
determined that appropriate steps should be taken to encourage key members of
management of the Company and its subsidiaries, such as the Executive, to
remain in the employ of the Company and/or its subsidiaries and perform their
assigned duties without distraction in the face of potentially disturbing
circumstances arising from the possibility of a change of control of the
Company.


 


NOW,
THEREFORE, in consideration of the foregoing and of the covenants herein
contained, the parties hereto agree as follows:


 


Section 1 — Definitions


 


For purposes of this
Agreement, the following words and terms shall have the following meanings:


 


1.1           Termination by the Bank of the
Executive’s employment for “Cause”
shall mean termination upon (A) the willful and continued failure by the
Executive substantially to perform the Executive’s duties with the Bank (other
than any such failure resulting from Disability or temporary incapacity due to
physical or mental illness), after a written demand for substantial performance
is delivered to the Executive by the Board of Directors of the Bank (the “Bank Board”),
which demand specifically identifies the manner in which the Bank Board
believes that the Executive has not substantially performed his duties; or (B)
the willful engaging by the Executive in gross misconduct materially and
demonstrably injurious to the Bank or the Company. For purposes of this
definition, no act, or failure to act, on the Executive’s part shall be
considered “willful” unless done, or omitted to be done, by the Executive not
in good faith and without reasonable belief that the Executive’s action or
omission was in the best interests of the Bank or the Company.


 


1.2           A “Change
in Control” of the Company shall mean (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, becoming the “beneficial owner” as defined
in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of
the Company or the Bank representing a greater percentage of the combined
voting power of the Company’s or Bank’s then outstanding stock, than the Trager
Family Members as a group; (ii) an event or series of events which have the
effect of decreasing the Trager Family Members’ percentage ownership of the
combined voting power of the Company’s or Bank’s then outstanding stock to less
than 25%; (ii) any person (including the Company or the Bank) publicly
announces an intention to take or to consider taking actions which have
consummated would constitute a Change in Control, or (iii)


 


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the Company Board adopts a
resolution to the effect that a Potential Change in Control for purposes of
this Plan has occurred. For purposes of this paragraph, “Trager Family Member”
shall mean Bernard M. Trager, Jean S. Trager and any of their lineal
descendants and any corporation, partnership, limited liability company or
trust the majority owners or beneficiaries of which are directly or indirectly
through another entity Bernard M. Trager, Jean S. Trager, or one or more of
their lineal descendants.


 


1.3           “Compensation”
shall mean the Executive’s annual base salary at the greater of (A) the highest
rate in effect at any time during the twelve months immediately preceding the
applicable Date of Termination, or (B) the rate in effect immediately prior to
the applicable Change in Control.


 


1.4           “Contract
Period” shall mean the period defined in Section 2 hereof.


 


1.5           “Date
of Termination” shall mean (A) if the Executive’s employment is
terminated for Good Reason, as defined below, the date specified in the Notice
of Termination, as defined in this Section 1.8 below; and (B) if the
Executive’s employment is terminated for any other reason, the date on which a
Notice of Termination is given; provided that, if within 30 days after
any Notice of Termination is given, the party receiving such Notice of
Termination notifies the other party that a dispute exists concerning the
termination, the Date of Termination shall be the date on which the dispute is
finally determined, either by mutual written agreement of the parties, by a
binding and final arbitration award or by a final judgment, order or decree of
a court of competent jurisdiction (the time for appeal therefrom having expired
and no appeal having been perfected).


 


1.6           “Disability”
shall mean a physical or mental incapacity of the Executive which entitles the
Executive to benefits under any long-term disability plan or wage continuation
plan applicable to him and maintained by the Company as in effect immediately
prior to the applicable Change in Control.


 


1.7           “Good Reason”
shall mean:


 


(a)           Without the Executive’s express
written consent, the assignment to Executive of any duties inconsistent with,
or the reduction of powers or functions associated with, his positions, duties,
responsibilities and status with the Company immediately prior to a Change in
Control, or any removal of Executive from, or any failure to reelect Executive
to, any positions or offices Executive held immediately prior to a Potential
Change in Control, except in connection with the termination of Executive’s
employment at death, for Cause or on account of Retirement or Disability
pursuant to the requirements of this Agreement;


 


(b)


(i)
the failure by the Company to continue in effect any employee welfare or
pension benefit plans within the meaning of Sections 3(1) and 3(2) of the
Employee Retirement Income Security Act of 1974 (the “Plans”), in which
Executive was participating immediately prior to a Potential Change in Control
(or substitute plans, programs or arrangements providing Executive with
substantially similar benefits),


 


(ii)
the taking of any action, or the failure to take any action, by the Company
which could (A) adversely affect Executive’s participation in, or materially
reduce Executive’s benefits under, any of the Plans, (B) materially adversely
affect the basis for computing benefits under any of the Plans, or (C) deprive
Executive of any material fringe benefit enjoyed by Executive immediately prior
to a Potential Change in Control, or (iii) the failure by the Company to
provide Executive with the number of paid vacation days to which Executive was
entitled immediately prior to a Potential Change in Control in accordance with
the Company’s vacation policy applicable to Executive then in effect;


 


except, in each case, in
connection with the termination of Executive’s employment at death, for Cause
or on account of Retirement or Disability pursuant to the requirements of this
Agreement;


 


(c)           the failure by the Company to obtain
an assumption of the obligations of the Company under this Agreement by any
successor to the Company;


 


(d)           a reduction by the Bank in the
Executive’s base salary as in effect on the date hereof or as the same may be
increased from time to time, except as part of an across-the-board reduction of
base salaries applicable to all salaried employees of the Bank, provided the
reduction (or series of reductions) does not exceed 5% of the Executive’s base
salary prior to such change;


 


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(e)           the relocation of the Bank’s
principal executive offices to a location outside the metropolitan Louisville
area; or the Company’s requiring the Executive to be based anywhere other than
in the metropolitan Louisville area, except for required travel on the Bank’s business
to an extent substantially consistent with similarly situated executives’
business travel obligations;


 


(f)            any purported termination of the
Executive’s employment during the contract period, which is not effected
pursuant to a Notice of Termination satisfying the requirements of Section 3
below; and for purposes of this Agreement, no such purported termination shall
be effective.


 


1.8           A “Notice
of Termination” shall mean a notice, from the Bank or from the
Executive, which shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive’s
employment under the provision so indicated.


 


1.9           “Plans”
shall have the meaning given in Section 1.7(b).


 


1.10         Any reference to “Subsidiaries” of the Company shall include
those subsidiaries owned by the Company directly or owned by the Company
indirectly through another company which is wholly-owned by the Company.


 


Section 2 — Application of Agreement


 


This
Agreement shall apply only to termination of employment of the Executive during
a period (the “Contract Period”) commencing on the date immediately preceding
the date of a Change in Control and terminating on the second anniversary of
the date of that Change in Control; provided, however, that each such Change in
Control occurs during the period commencing as of January 1, 1995 and
terminating at midnight on December 31, 1998 or as further extended pursuant to
the following sentence. At midnight on December 31, 1998 and on each annual
anniversary of that time and date thereafter, such latter period shall be
automatically extended for two additional years, unless on or before such
anniversary the Company notifies the Executive in writing that it elects not to
extend such period. There is one Contract Period for each Change in Control and
there may be multiple Change(s) in Control. With respect to a termination
pursuant to Section 3.2 only, the Contract Period shall also include the period
from and after a Potential Change in Control. If a Potential Change in Control
occurs but a Change in Control does not follow within one year of the Potential
Change in Control, the Contract Period shall expire on the one-year anniversary
of the Potential Change in Control.


 


Section 3 — Termination


 


3.1           Procedure for Termination. 
Any termination by the Bank or by the Executive, pursuant to this Agreement,
shall be communicated by Notice of Termination to the other parties hereto. The
Executive shall not be deemed to have been terminated for Cause unless and
until there shall have been delivered to the Executive a copy of a resolution
duly adopted by the affirmative vote of not less than 51% of the entire
membership of the Board of Directors of the Company (the “Company Board”) at a
meeting of the Company Board called and held for that purpose (after reasonable
notice to the Executive and an opportunity for the Executive, together with his
counsel, to be heard before the Company Board), finding that in the good faith
opinion of the Company Board, the Executive was guilty of conduct set forth in
Section 1.1 and specifying the particulars thereof in detail.


 


3.2           Termination for Cause or Before
Contract Period.  Upon a termination of the Executive’s employment for
Cause during the Contract Period, the Executive shall have no right to receive
any compensation or benefits hereunder. Upon a termination of the Executive’s
employment without Cause during the Contract Period, the Executive shall be
entitled to receive the benefits provided in Section 3.4 hereof. This Agreement
shall not apply to and the Executive shall have no right to receive any
compensation or benefits hereunder in connection with, any termination of the
Executive’s employment by the Company other than during a Contract Period and
Executive shall remain an “at will” employee until a Contract Period begins.


 


3.3           Termination for Good Reason. 
During the Contract Period, the Executive shall be entitled to terminate his
employment with the Company and, if such termination is for Good Reason, to
receive the benefits provided in Section 3.4 hereof. The Executive shall give
the Company Notice of Termination of his employment pursuant to this Section
3.3 and termination of the Executive’s employment shall be effective five
business days after the Executive gives notice thereof to the Company. This
Agreement shall not apply to and the Executive shall have no right to receive
any compensation or benefits hereunder in connection with, any termination of
the Executive’s


 


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employment by the Executive
other than during a Contract Period. This Agreement shall not apply to and the
Executive shall have no right to receive any compensation or benefits hereunder
in connection with, a termination of the Executive’s employment on account of
the Executive’s death, whether or not during the Contract Period.


 


3.4           Compensation Upon Termination. 
If during a Contract Period the Executive’s employment shall be terminated by
the Bank other than pursuant to death or for Cause, or if the Executive shall
terminate his employment for Good Reason, then the Company shall pay, or the
Company shall cause the Bank to continue to pay, for the remainder of the
Contract Period, the Executive’s Compensation in the same manner as if
employment had not been terminated.


 


In
addition to the severance benefits set forth in this Section 3.4, the Company
shall, or the Company shall cause the Bank to:


 


(1)           maintain in full force and effect,
for the continued benefit of the Executive for the shorter of (i) until the
Executive’s death (provided that benefits payable to his beneficiaries shall
not terminate upon his death), or (ii) with respect to any particular Plan, the
date he is afforded a comparable benefit at a comparable cost to the Executive
by a subsequent employer, or (iii) the remainder of the Contract Period, all
Plans in which Executive was entitled to participate immediately prior to the
Change of Control (unless Plans generally available to employees of the Bank
have been modified since the Change in Control in which case the Plans to be
continued shall be those in effect at the Date of Termination, at the level
most comparable to that available to the Executive at the Change in Control).
In the event that the Executive’s participation in any Plan of the Company is
prohibited, the Company shall arrange to provide the Executive with benefits
substantially similar to those which the Executive is entitled to receive under
Plan, for such period. At the end of the period of coverage, the Executive
shall have the option to have assigned to him at no cost and with no
apportionment of prepaid premiums, any assignable insurance policy owned by the
Bank or the Company relating specifically to the Executive; and


 


(2)           cause all stock options and stock
appreciation rights and/or the rights held by the Executive with respect to
stock in the Company, immediately prior to the termination, if not otherwise
presently exercisable, to become presently exercisable.


 


3.5           Disability.  If during
the Contract Period, the Executive’s employment shall be terminated, either by
the Bank or by the Executive, due to the Executive’s Disability, the Company
shall pay the Executive as severance compensation the same benefits as set
forth in Section 3.4(1)-(5).


 


3.6           No Mitigation.  The
Executive shall not be required to mitigate the amount of any payment provided
for in this Section 3 by seeking other employment or otherwise, nor shall the
amount of any payment provided for in this Section 3 be reduced by any
compensation earned by the Executive as the result of employment by another
employer after the Date of Termination, or otherwise.


 


Section 4 — Miscellaneous


 


4.1           Successors Shall Assume. 
The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company or the Bank, by agreement in form and
substance satisfactory to the Executive, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company or the Bank would be required to perform if no such succession had
taken place. Failure of the Company to obtain such agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and
shall entitled the Executive to compensation from the Company in the same
amount and on the same terms as the Executive would be entitled hereunder if
the Executive terminated the Executive’s employment for Good Reason, except
that for purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the Date of Termination. As used
in this Agreement, “Company” shall mean the Company as defined in the preamble
hereto and any successor to its business and/or assets as aforesaid or which
otherwise becomes bound by all the terms and provisions of this Agreement by
operation of law. As used in this Agreement, “Bank” shall mean the Bank as
defined in the preamble hereto and any successor to its business and/or assets
as aforesaid or which otherwise becomes bound by all the terms and provisions
of this Agreement by operation of law.


 


4.2           Binding Effect.  This Agreement shall inure to the benefit of
and be enforceable by the Executive’s personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees. If the Executive should die while any amounts would still be payable
to the Executive hereunder if the Executive had


 


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continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to the Executive’s devisee, legatee, or other designee
or, if there be no such designee, to the Executive’s estate.


 


4.3           Reduction of Amounts Payable.  In no event shall any amount payable under
any provision of this Agreement equal or exceed an amount which would cause the
Company to forfeit, pursuant to Section 280G(a) of the Internal Revenue Code of
1986, as amended, its deduction for any or all such amounts payable. Pursuant
to this Section 4.3, the Company’s Compensation Committee has the power to
reduce severance benefits payable under this Agreement, if such benefits alone
or in conjunction with termination benefits provided under any other Company
plan or program, would cause the Company to forfeit otherwise deductible
payments; provided, however that no benefits payable under this
Agreement shall be reduced pursuant to this Section 4.3 to less than $1.00
below the amount of benefits which the Company can properly deduct under
Section 280G(a) of the Internal Revenue Code of 1986, as amended.


 


4.4           Notice.  Any notice or request required or permitted
to be given under this Agreement shall be in writing and shall be deemed
sufficiently given for all purposes if mailed by certified mail, postage
prepaid and return receipt requested, addressed to the intended recipient at


 


	
   

  	
  (a)
  the addresses set forth below:

  
	
   

  	
  (i)
  If to the Company:

  
	
   

  
	
   

  	
  Republic
  Bancorp, Inc.

  
	
   

  	
  601
  W. Market St.

  
	
   

  	
  Louisville,
  Kentucky 40202

  
			



 


All notices to the Company
shall be directed to the attention of the Chief Executive Officer of the
Company with a copy to the Secretary of the Company and to the Secretary of the
Bank.


 


	
   

  	
  (ii)
  If to the Bank:

  
	
   

  	
   

  
	
   

  	
  Republic
  Bank & Trust Company

  
	
   

  	
  601
  W. Market Street

  
	
   

  	
  Louisville,
  Kentucky 40202

  
	
   

  



All notices to the Bank
shall be directed to the attention of the Secretary of the Bank with a copy to
the Secretary of the Company.


 


	
   

  	
  (iii)
  If to the Executive:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


(b)
Such other address as any of the parties shall specify by written notice to the
other parties of this Agreement.


 


4.5           Payment Obligations Absolute. 
The Company’s obligation to pay the Executive the amounts provided for
hereunder shall be absolute and unconditional and shall not be affected by any
circumstances, including, without limitation, any set-off, counterclaim,
recoupment, defense or other right which the Company may have against him or anyone
else, except with respect to tax withholding required pursuant to Section 4.11.
All amounts payable by the Company hereunder shall be paid without notice or
demand. Except as expressly provided herein, the Company waives all rights
which it may now have or may hereafter have conferred upon it, by statute or
otherwise, to amend, terminate, cancel or rescind this Agreement in whole or in
part. Each and every payment made hereunder by the Company shall be final and
the Company shall not seek to recover all or any part of such payment from the
Executive or from whomsoever may be entitled thereto, for any reason
whatsoever.


 


4.6           Modifications and Waivers. 
No provisions of this Agreement may be modified, waived or discharged unless
such waiver, modification or discharge is agreed to in writing and signed by
the Executive and such


 


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officer as may be
specifically designated by the Board of Directors of the Company. No waiver by
either party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or any prior or subsequent time.


 


4.7           Entire Agreement.  No
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not set forth expressly in this Agreement.


 


4.8           Governing Law.  The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the Commonwealth of Kentucky.


 


4.9           Validity.  The invalidity
or unenforceability of any provisions of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, which
shall remain in full force and effect.


 


4.10         Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which together will constitute one and the
same instrument.


 


4.11         Payroll and Withholding Taxes. 
The Company may withhold from any amounts payable to the Executive hereunder
all federal, state, city or other taxes that the Company may reasonably
determine are required to be withheld pursuant to any applicable law or
regulation.


 


IN
WITNESS WHEREOF the parties hereto have executed this Agreement, as of the day
and year first above written.


 


	
   

  	
   

  	
  REPUBLIC
  BANCORP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  David Vest 

  	
   

  	
  By

  	
  /s/
  Bernard M. Trager

  	
   

  
	
  David
  Vest

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  1/2/95

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  REPUBLIC
  BANK & TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/
  Bernard M. Trager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  1/2/95

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


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