EXHIBIT 10.5


 


AGREEMENT AND RELEASE


 


This Agreement and
Release is made by and between Republic Bank & Trust Company, its
subsidiaries, affiliates and related entities (hereinafter, “Republic”) and
David Vest (“Employee”).


 


W I T N E S S E T H :


 


WHEREAS, Employee has
previously been employed by Republic, and the parties have mutually agreed to
sever Employee’s employment; and


 


WHEREAS, the parties wish
to clarify and memorialize certain agreements made between them in regard to
Employee’s employment and the termination of Employee’s employment;


 


NOW THEREFORE, in
consideration of the foregoing premises and the terms stated herein, it is
mutually agreed between the parties as follows:


 


Employee resigns from employment with
Republic effective May 16, 2008 (the “Separation Date”).


 


As specific consideration for the
release and waiver contained in Paragraph 0 of this Agreement and Release
and not as a replacement for any other benefit or compensation owed Employee,
Republic shall provide the following benefits to which Employee is otherwise
not entitled:  Republic shall pay
Employee through November 15, 2008 his base pay at the rate of pay in
effect on the Separation Date in regular payments on the 15th and last day of
each month.  Payment of such sums will
begin and be payable within ten days after the revocation period described in
Paragraphs 0 and 12 below has expired without a revocation.  Employee shall receive any and all payments
which have not been paid to Employee after the revocation period described in Paragraphs
0 and 12 below has expired without a revocation.  This payment will not include any bonuses,
commissions, incentives or any other remuneration other than base pay.  Republic shall withhold from this payment any
taxes or payroll deductions required by law to be withheld. All other payroll
deductions will cease and Employee will not be eligible for participation in
any employee benefit plans.  On or before
the Separation Date Employee will receive a COBRA notice and may elect to
continue his participation in the health and dental plans at his own cost
through COBRA.


 


Employee, for himself and his heirs,
personal representatives, estate, successors and assigns, does hereby release,
forever discharge and covenant not to sue Republic, its subsidiaries,
affiliates and related entities, their branches, successors, assigns, agents,
representatives, employees, officers, managers, insurers, partners,
shareholders, directors and trustees, from any and all causes of action,
claims, demands, suits, damages, sums of money and/or judgments (hereinafter “damages”)
arising at any time prior to and through the date of the execution of this
Agreement and Release which might have been asserted against them by Employee,
or on Employee’s behalf, including, but not limited to, any damages which may
have been asserted by or on behalf of Employee relating to Employee’s
employment by Republic or the termination of Employee’s employment, including
reinstatement, back or front pay, profit sharing plans, retirement plans or any
benefits plans of any type or nature, all tort and common law claims, claims
for breach of contract, wrongful discharge, public policy and any claims for
discrimination of any type under any federal, state or local law, ordinance or
regulation, including, but not limited to claims under the Age Discrimination
in Employment Act of 1967 as amended (including the Older Workers Benefit
Protection Act), the Equal Pay Act, Title VII of the Civil Rights Act of
1964, the Civil Rights Act of 1991, Americans with Disabilities Act, Family
Medical Leave Act, ERISA and the Kentucky Civil Rights Act, except for any
claims arising under this Agreement and Release.  Employee understands that Employee may be
giving up some claim, demand or cause of action, which Employee now has or may
have, and of which Employee may be unaware. 
Employee understands and agrees that this Agreement and Release shall be
a complete defense and bar to any legal action that Employee may take regarding
Employee’s employment or separation from employment with Republic, that any
such action will be in violation of this Agreement and that Republic will be
entitled to recover any and all damages which it may incur as a result of such
action, including recovery of the severance amount and its costs and attorney’s
fees.


 


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Employee agrees to keep the terms,
conditions and existence of this Agreement and Release confidential.  Employee agrees that Employee may discuss
such matters only with Employee’s spouse, attorney and accountant or tax
preparer.  To the extent Employee is
permitted to disclose and does disclose such information, Employee agrees to
require that the person receiving such information shall maintain its confidentiality.


 


Employee understands and agrees that he
must continue to report any transactions in Republic Bancorp shares to Republic
and file all necessary reports for a period of six months from the Separation
Date.


 


Employee agrees not to disparage
Republic, its employees or customers.


 


It is understood and agreed that this
Agreement and Release does not and shall not constitute an admission by
Republic of any violation of any law or right of Employee.


 


Employee acknowledges that
Employee has seven days after execution of this Agreement and Release to revoke
it.  If Employee desires to revoke this
Agreement and Release after execution, Employee must notify Republic in writing
on or before 11:59 p.m. on the seventh day after Employee’s execution of
this agreement.  This agreement shall not
become effective or enforceable, and the consideration described above shall
not be payable, until the revocation period described in this Paragraph has
expired without a revocation.


 


Employee agrees that beginning on date
of this agreement and for period of six (6) months following the
Separation Date, Employee shall not become employed, directly or indirectly,
whether as an employee, independent contractor, consultant, or otherwise, with
any federally-insured financial institution, financial holding company, bank
holding company, or other financial services provider located in the
Louisville, Kentucky area or within 100 miles thereof, or with any Person whose
intent it is to organize another such company or entity located in such area.  Employee further agrees that
during a period of one (1) year following the Separation Date, Employee
will not: (i) directly or indirectly solicit or divert or attempt to
solicit or divert from Republic or its branches, subsidiaries or affiliates,
any banking business of any customer which is now, or which was at any time
during Employee’s employment, a customer of or specifically targeted by
Republic or its branches, subsidiaries or affiliates; or (ii) directly or
indirectly, individually or on behalf of any other person, corporation, firm or
other entity, solicit, recruit or encourage any employee of Republic, its
branches, subsidiaries or affiliates to terminate his or her employment with
Republic, its branches, subsidiaries or affiliates. Employee agrees that the duration
of the non-competition and non-solicitation covenants set forth herein is
reasonable, that their geographic scope is not unduly restrictive and that the
covenants will not prevent him from finding other gainful employment.


 


Employee will return to Republic the
original and any copies of all keys, identification cards, charge cards,
equipment, papers, reports, memoranda, confidential information in any form,
files or documents or other items of Republic’s property on or before the date
of Employee’s execution of this agreement. 
Employee acknowledges that the Company has returned to Employee all
items of Employee’s personal property.


 


Any claims concerning the meaning,
application and/or interpretation of this Agreement and Release, any matter
which relates to Employee’s employment and arises after the date of this
Agreement and Release (except any claims arising from the violation of the
Agreement described in Paragraph 9 above), or any claim of breach of or failure
to perform this Agreement and Release shall be settled solely by binding
arbitration in accordance with the Employment Dispute Resolution Rules of
the American Arbitration Association. 
Any arbitration decision shall be fully binding on both parties and
judgment on the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof.  Each party
shall pay the fees and costs of presenting its case in arbitration.  All other costs of arbitration, including the
cost of any transcript of the proceedings, administrative fees, and the
arbitrator’s fees shall be borne equally by the parties.  Any arbitration hearing shall take place in
the Louisville metropolitan area (unless otherwise agreed by the parties), and
Kentucky law shall govern.  The parties,
and each of them, agree that the remedy, if any, awarded by such arbitrator
shall be the sole and exclusive remedy for each and every claim which is
subject to arbitration pursuant to this paragraph.  Any award by the arbitrator shall, unless
both parties agree in writing otherwise, be in writing and shall set forth the
factual and legal basis for such award.


 


Employee understands that this agreement
includes a complete waiver of claims, including but not limited to claims under
the Age Discrimination in Employment Act of 1967 as amended.  Employee specifically acknowledges the
following:


 


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(a)           Employee
has read this Agreement including the full release of claims and fully
understands its terms;


 


(b)           This
Agreement and the full release of claims are written in a manner Employee can
understand, and Employee fully understands this Agreement and the full release
of claims;


 


(c)           Employee
is voluntarily entering into this Agreement knowingly of Employee’s own free
will;


 


(d)           The
waiver specifically refers to rights or claims arising under the Age
Discrimination in Employment Act of 1967 as amended;


 


(e)           Employee
has not waived any rights arising after the date that Employee executes this
Agreement;


 


(f)            The
payments and benefits and other consideration provided by this Agreement are in
addition to anything of value to which Employee is already entitled;


 


(g)           Employee
has been advised in writing to consult with an attorney prior to executing this
Agreement and has had an opportunity to review this Agreement with an attorney;


 


(h)           Employee
has been given a period of twenty-one days to consider this Agreement;


 


(i)            The
Agreement provides Employee with a period of seven days to revoke the
Agreement; and


 


(j)            The
Agreement will not become effective until the eighth day following its
execution by Employee.


 


If
Employee signs the agreement prior to the expiration of the twenty-one days
given to Employee within which to consider this Agreement, Employee does so
voluntarily and of Employee’s own free will.


 


This Agreement and Release constitutes
the entire understanding and agreement between the parties as to the subject
matter hereof and supersedes all other oral or written promises or
representations.


 


The invalidity, illegality or
unenforceability of any provision of this Agreement shall not affect the
validity, legality or enforceability of the remaining provisions. 
Should this Agreement and Release be held invalid or unenforceable (in
whole or in part) with respect to any particular claims or circumstances, it
shall remain fully valid and enforceable as to all other claims and
circumstances.


 


This Agreement and Release shall be
construed in accordance with the laws of the Commonwealth of Kentucky.


 


I ACKNOWLEDGE THAT I HAVE READ AND FULLY UNDERSTAND ALL OF
THE PROVISIONS OF THIS AGREEMENT AND RELEASE AND THAT I AM ENTERING INTO THIS
AGREEMENT AND RELEASE FREELY AND VOLUNTARILY. 
I UNDERSTAND THIS AGREEMENT AND RELEASE INCLUDES A FULL GENERAL RELEASE
OF ALL CLAIMS.


 


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  David Vest

  	
   

  	
  Republic Bank & Trust Company

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David Vest

  	
   

  	
  By:

  	
  /s/ John Rippy

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
  David Vest

  	
   

  	
  Its:

  	
  SVP and Risk Management Officer

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  4-30-08

  	
   

  	
  Date:

  	
  4/30/08

  
								



 


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