ctbi8kexeccompex10-1.htm


    EXHIBIT
      10.1

     

    


     

    COMMUNITY
      TRUST BANCORP, INC.

     

    RESTRICTED
      STOCK AGREEMENT

     

    This
      Restricted Stock Agreement (“Agreement”), dated as of the _____ day of
      __________, 200__ by and between Community Trust Bancorp, Inc.,
      a Kentucky corporation (“Company”), and ______________________ (“Employee”), is
      made pursuant to the provisions of the Company’s 2006 Stock Ownership Incentive
      Plan (“Plan”).  All terms used in this Agreement that are defined in
      the Plan shall have the same meanings given them in the Plan.

     

    Recitals:

     

    A. The
      Company has adopted the Plan to enhance the ability of the Company to attract
      and retain the services of qualified employees and to provide incentives for
      such persons to exert maximum efforts for the success of the
      Company.

     

    B.  The
      Company and Employee desire to enter into this Agreement to set forth their
      understanding with respect to the issuance of shares of the Company’s Common
      Stock to Employee pursuant to the Plan.

     

    Agreement:

     

    Now,
      Therefore, the parties hereto agree as follows:

     

    1.  Award
      of Shares.  Subject to the terms and conditions of the Plan
      and subject further to the terms and conditions set forth in this Agreement,
      on
      this date the Company awards to Employee _____________ (______________) shares
      of Common Stock of the Company (“Restricted Stock”).

     

    2.  Terms
      and Conditions.  The award of Restricted Stock hereunder is
      subject to the following terms and conditions:

     

    2.1  Non-Transferability.  Shares
      of Restricted Stock (or any right or interest in Restricted Stock) may not
      be
      sold, transferred, pledged, assigned or otherwise alienated or hypothecated
      until the end of the Restriction Period (as defined in Section 2.2 below) applicable to Restricted Stock.
      Any sale, transfer, pledge or assignment, or any purported sale, transfer,
      pledge or assignment, of any Restricted Stock, or any right or interest therein,
      in violation of this Section 2.1 shall
      be null and void.

     

    2.2  Period
      of Restriction.  Subject to earlier lapse of
      restrictions or forfeiture as hereinafter provided, the period of restriction
      (“Restriction Period”) applicable to Restricted Stock shall lapse on the fifth
      anniversary date of the date of this Agreement; provided, however, that Employee
      continues to serve as an Employee of the Company on such date.

     

    2.3  Earlier
      Lapse of Restriction Period.  Notwithstanding the
      provisions of Section 2.2, the
      Restriction Period shall lapse with respect to all shares of Restricted Stock
      immediately upon a Change in Control and immediately upon the death of Employee,
      provided that Employee has continued to serve as an Employee of the Company
      on
      such date.  In addition, in the event of the Disability of Employee
      while Employee continues to serve as an Employee, the Restriction Period shall
      lapse on the date of Disability with respect to the following percentages of
      the
      Restricted Stock: (i) if the date of Disability is on or after the first
      anniversary date of the date of this Agreement, the Restriction Period shall
      lapse with respect to 20% of the Restricted Stock and the remaining 80% of
      the
      Restricted Stock shall be forfeited by Employee; (ii) if the date of Disability
      is on or after the second anniversary date of the date of this Agreement, the
      Restriction Period shall lapse with respect to 40% of the Restricted Stock
      and
      the remaining 60% of the Restricted Stock shall be forfeited by Employee; (iii)
      if the date of Disability is on or after the third anniversary date of the
      date
      of this Agreement, the Restriction Period shall lapse with respect to 60% of
      the
      Restricted Stock and the remaining 40% of the Restricted Stock shall be
      forfeited by Employee; (iv) if the date of Disability is on or after the fourth
      anniversary date, but prior to the fifth anniversary date, of the date of this
      Agreement, the Restriction Period shall lapse with respect to 80% of the
      Restricted Stock and the remaining 20% of the Restricted Stock shall be
      forfeited by Employee.  The Committee shall have the discretion to
      review and revise the restrictions applicable to an Employee’s Restricted Stock
      in the event of the Retirement of Employee, notwithstanding the provisions
      of
      Section 2.2.

     

          
      2.4  Forfeiture.  Subject
      to the provisions of Section 2.3, the
      Restricted Stock shall be forfeited by Employee in the event that Employee’s
      service as an employee of the Company terminates prior to the expiration of
      the
      Restriction Period applicable to such Restricted Stock.  All shares of
      Restricted Stock forfeited by Employee shall be canceled (without any payment
      to
      Employee) and Employee shall have no further rights with respect
      thereto.

     

    2.5  Certificates.  Restricted
      Stock shall be registered on the Company’s stock transfer books in the name of
      Employee in book entry, electronic form or in certificated form.  The
      Employee shall deliver a stock power endorsed in blank to the Company with
      respect to all shares of Restricted Stock. If issued in certificated form,
      physical possession of the stock certificate (together with a stock power
      endorsed in blank by Employee) shall be retained by the Company until such
      time
      as the Restriction Period lapses.  If issued in uncertificated form,
      the Company shall retain the stock power endorsed in blank by Employee and
      the
      restrictions on the Restricted Stock shall be noted in the Company’s stock
      transfer books.  Upon any forfeiture of Restricted Stock, the Company
      shall have the right to cancel the Restricted Stock in accordance with this
      Agreement without any further action by Employee.  Restricted Stock
      issued in book entry or electronic form shall be subject to the following
      notation, and any certificates representing shares of Restricted Stock shall
      bear the following legend:

     

    “The
      sale
      or other transfer of the shares represented by this Certificate, whether
      voluntary, involuntary or by operation of law, is subject to certain
      restrictions on transfer as set forth in the Community Trust Bancorp, Inc.
      2006
      Stock Ownership Incentive Plan, and in the related Restricted Stock
      Agreement.  A copy of the Plan and such Restricted Stock Agreement may
      be obtained from the Secretary of Community Trust Bancorp, Inc.”

     

    2.6  Voting
      Rights; Dividends and Distributions.  During the
      Restriction Period, Employee may exercise full voting rights, and shall be
      entitled to receive all dividends and other distributions paid with respect
      to
      the Restricted Stock.  If any dividends or distributions are paid in
      the form of Common Stock, such Common Stock shall be subject to the same
      restrictions as the shares of Restricted Stock with respect to which they were
      paid.  Employee agrees to deliver to the Company any certificates
      representing stock or other securities which Employee may receive during the
      Restriction Period with respect to Restricted Stock (together with a stock
      power
      endorsed in blank by Employee).

     

    2.7  Adjustments
      in Authorized Shares and Outstanding Common Stock.  In
      the event of any change in the corporate structure of the Company affecting
      the
      Common Stock, including a merger, reorganization, consolidation,
      recapitalization, reclassification, split-up, spin-off, separation, liquidation,
      stock dividend, stock split, reverse stock split, extraordinary dividend, share
      repurchase, share combination, exchange of securities, dividend in kind or
      any
      similar corporate event or transaction, the Committee shall substitute or adjust
      the number and class of shares subject to this Agreement in such a manner as
      the
      Committee, in its discretion, determines to be appropriate and equitable to
      prevent dilution or enlargement of the rights of Employee and to preserve,
      without exceeding, the value of the grant hereunder; provided, however, that
      the
      number of shares subject to this Agreement shall be a whole number.

     

    3.  Tax
      Provisions.  If Employee timely elects, under section 83(b)
      of the Internal Revenue Code of l986, as amended, to include the fair market
      value of Restricted Stock on the date hereof in Employee’s gross income for the
      current taxable year, Employee agrees to give prompt notice to the
      Company.  Employee shall remit to the Company an amount sufficient to
      satisfy Federal, state and local taxes (including the Employee’s FICA
      obligation) required to be withheld with respect to the Restricted
      Stock.  The Company shall have the right to retain and withhold the
      amount of taxes (if any) required by any government to be withheld or otherwise
      deducted and paid with respect to Restricted Stock.  If the Company
      has a withholding obligation with respect to the Restricted Stock, Employee
      may
      satisfy the withholding requirement, in whole or in part, by having the Company
      withhold shares of Restricted Stock having a Fair Market Value on the date
      the
      withholding tax is to be determined equal to the amount required to be withheld
      under applicable law.  

     

    4.  Entire
      Agreement; Incorporation of
      Plan.  This Agreement constitutes
      the entire agreement between the parties hereto and contains all of the
      agreements between such parties with respect to the subject matter
      hereof.   Notwithstanding the foregoing, this Agreement is and
      shall be, in all respects, subject to the terms and conditions of the Plan,
      which are incorporated herein by reference.  If any provision of this
      Agreement conflicts with a provision of the Plan, the Plan provision shall
      control. Employee acknowledges the receipt of a copy of the Plan prior to the
      execution of this Agreement.

     

    5.  Captions.  The
      captions and section headings used herein are for convenience only, shall not
      be
      deemed to be part of this Agreement and shall not in any way restrict or modify
      the context or substance of any section or paragraph of this
      Agreement.

     

    6.  Governing
      Law.  This Agreement shall be
      governed by, and construed in accordance with the laws of the Commonwealth
      of
      Kentucky without regard to its conflicts of laws rules.

     

    7.  Binding
      Effect.  This Agreement shall be binding upon, and inure to
      the benefit of, the parties hereto and their respective executors,
      administrators, heirs, successors and any permitted assigns.

     

    8.  Amendment;
      Modification or Termination of the Plan.  The amendment,
      modification or termination of the Plan shall not adversely affect Employee’s
      Restricted Stock without the written consent of Employee.

     

    In
      Witness Whereof, the parties hereto have executed this Agreement as of
      the day and year first above written.

     

    
      	
              Community
                Trust Bancorp, Inc.

               

              By:       
                _____________________________                                                          

               

              Title:     _____________________________                                                           

              (“Company”)

               

              _______________________________

              (Signature
                of Employee)

               

              _______________________________

              (Printed
                Name of Employee)