ctbi8kexeccompex10-2.htm


    EXHIBIT
      10.2

    


    


    


    


    


    


    


    


    
      COMMUNITY
        TRUST BANCORP, INC.

      SENIOR
        MANAGEMENT INCENTIVE

      COMPENSATION
        PLAN



    


    
      EFFECTIVE
        JANUARY 1, 2008



    


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      SENIOR
        MANAGEMENT INCENTIVE COMPENSATION PLAN

       

      TABLE
        OF CONTENTS

    

                                                                                                                                

    
      


      
        	 	 ARTICLE 


      

      
        	 	 


        	
                 

              	
                II.     Definitions

              


      

      
        	 	 


        	
                 

              	
                III.    Administration
                  of the Plan

              


      

      
        	 	 


        	
                 

              	
                IV.    Participant
                  Eligibility

              


      

      
        	 	 


        	
                 

              	
                V.     Payment
                  to Participants

              


        	 	 


      

      
        	
                 

              	
                VI.    Determination
                  of Annual Award Fund

              


      

      
        	 	 


        	
                 

              	
                VII.   Calculation
                  of Award

              


      

      
        	 	 


        	
                 

              	
                    Table
                  I
                  - 2008 Annual Cash Incentive
                  Compensation

              


      

      
        	
                 

              	
                    Award
                  -
                  Group I

              


      

       

      
        	
                 

              	
                    Table
                  II - 2008 Annual Cash Incentive
                  Compensation

              


      

      
        	
                 

              	
                   Award
                  - Group
                  II

              


      

      


      
        	
                 

              	
                    Table
                  III - 2008 Annual Cash Incentive
                  Compensation

              


      

      
        	
                 

              	
                    Award
                  -
                  Group III

              


      

      


      
        	
                 

              	
                    Table
                  VI - 2008 Senior Management
                  Incentive

              


      

      
        	
                 

              	
                    Compensation
                  Plan - Stock Option Awards

              


      

      
        	 	 


        	
                 

              	
                VIII.  Miscellaneous
                  Provisions

              


      

      
        	 	 


        	
                 

              	
                Attachment
                  A - Notice of
                  Participation

              


      

      
        	
                 

              	
                Attachment
                  B - Designation of
                  Beneficiary

              


      

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      ARTICLE
        I

      
         

        OBJECTIVES

         

      

    

     

    Section
      1.01

    This
      plan
      is designed to reward senior management for meeting or exceeding industry
      standards for profitability and adopted to achieve the following
      objectives:

    


    
      	
               

            	
              (a)

            	
              Increase
                the profitability and growth of Community Trust Bancorp, Inc. in
                a manner
                which is consistent with other goals of the Company, its stockholders
                and
                its employees,

            


    

    


    
      	
               

            	
              (b)

            	
              Provide
                executive compensation which is competitive with other financial
                institutions,

            


    

    


    
      	
               

            	
              (c)

            	
              Attract
                and retain personnel of outstanding ability and encourage excellence
                in
                the performance of individual
                responsibilities,

            


    

    


    
      	
               

            	
              (d)

            	
              Motivate
                and reward those members of management who contribute to the success
                of
                the Company,

            


    

    


    
      	
               

            	
              (e)

            	
              Distinguish
                among the performance contributions of some individuals by providing
                financial recognition for individual performance, as well as group
                performance, and

            


    

    


    
      	
               

            	
              (f)

            	
              Allow
                the flexibility which permits revision and strengthening from time
                to time
                to reflect changing organizational goals and
                objectives.

            


    

    
 

    ARTICLE
      II

     

    DEFINITIONS

     

    Section
      2.01

    As
      used
      herein, the following words and phrases shall have the meanings below unless
      the
      context clearly indicates otherwise:

    


    
      	
               

            	
              (a)

            	
              “Annual
                Incentive Plan” or “Annual Plan” shall mean the Senior
                Management Incentive Compensation Plan set forth in this document
                and all
                amendments thereto.

            


    

    


    
      	
               

            	
              (b)

            	
              “Award
                Period” means one Fiscal Year.

            


    

    


    
      	
               

            	
              (c)

            	
              “Board”
                means the Board of Directors of Community Trust Bancorp,
                Inc.

            


    

    


    
      	
               

            	
              (d)

            	
              “Company”
                means Community Trust Bancorp, Inc., and its
                subsidiaries.

            


    

    


    
      	
               

            	
              (e)

            	
              “Compensation
                Committee” means the Compensation Committee of the
                Board.

            


    

    


    
      	
               

            	
              (f)

            	
              “Disability”
                means the total and permanent disability of a participant as defined
                by
                any Long-Term Disability Plans in effect for the Company and as thereafter
                may be amended.

            


    

    


    
      	
               

            	
              (g)

            	
              “Effective
                Date” means the date upon which the Plan shall become
                effective.

            


    

    


    
      	
               

            	
              (h)

            	
              “Fiscal
                Year” means the accounting period adopted by the Company for federal
                income tax purposes.

            


    

    


    
      	
               

            	
              (i)

            	
              “Participant”
                means a person designated by the Company to participate in the
                Plan.

            


    

    


    
      	
               

            	
              (j)

            	
              “Plan”
                shall mean the Company’s Senior Management Incentive Compensation
                Plan.

            


    

    


    
      	
               

            	
              (k)

            	
              “Salary”
                or “Salaries” shall mean the base salary in effect for each
                participant as of the last pay period in December of the Award
                Period.

            


    

    


    
      	
               

            	
              (l)

            	
              “Stock
                Option” shall mean Stock Options granted under the Community Trust
                Bancorp, Inc. 2006 Stock Option Plan as hereinafter may be amended
                including substitutions or replacements of the Plan.  Such
                options shall be Incentive Stock Options to the extent possible under
                tax
                laws in effect at the time the option is
                awarded.

            


    



    ARTICLE
      III

    


    ADMINISTRATION
      OF THE PLAN

    


    
      Section
        3.01

    

    The
      Compensation Committee shall administer the Plan and employ such other agents
      as
      may reasonably be required to administer the Plan.

     

    
      Section
        3.02

    

    The
      Compensation Committee shall adopt such rules and regulations of general
      application as are beneficial for the administration of the Plan and shall
      make
      all discretionary decisions involving a participant of the Plan. Said committee
      shall also have the right to interpret the Plan, to determine the Effective
      Date, and to approve all employees who are to participate in the
      Plan.

    


    Section
      3.03

    A
      majority of the Compensation Committee shall constitute a quorum.  The
      acts of a majority of the members present at any meeting at which there is
      a
      quorum shall be valid acts.  Acts reduced to and approved in writing
      by a majority of said committee shall also be valid acts.

    


    Section
      3.04

    All
      incentive compensation payable under the Plan shall be paid from the general
      assets of the Company.  To the extent that any person acquires a right
      to receive payments under the Plan, such right shall be no greater than the
      right of any unsecured creditor of the Company.

    


    Section
      3.05

    The
      Compensation Committee may authorize the Chairman, President and CEO of the
      Company to send a written notice of such Plan to each selected
      Participant.  No person shall have the right to be included in the
      Plan until receiving said notice in the form of Attachment "A"
      hereto.

    


    Section
      3.06

    All
      costs
      and expenses involved in the administration of this Plan shall be paid by the
      Company.

    


    Section
      3.07

    Any
      determination or action of the Compensation Committee or the Board shall be
      final, conclusive and binding on all participants and their beneficiaries,
      heirs, personal representatives, executors and administrators.

    


    Section
      3.08

    The
      Board
      of Directors, in its sole discretion, may amend, modify or terminate the Plan
      at
      any time.  The Board shall also annually review the pre-determined
      performance standards and may amend such schedules in its sole
      discretion.



    ARTICLE
      IV

    


    PARTICIPANT
      ELIGIBILITY

    


    Section
      4.01

    The
      following groups shall participate in the Plan:

    


    
      	
               

            	
              (a)

            	
              Group
                I shall consist of the Executive Committee of the
                Corporation.

            


    

    


    
      	
               

            	
              (b)

            	
              Group
                II shall consist of the (1) CTB officers responsible for the divisions
                of
                Commercial Lending, Consumer Lending, Residential Real Estate Lending,
                Finance, Sales and Marketing, Human Resources, Compliance, Facilities
                Management and (2) the Presidents of each
                market.

            


    

     

    
      	
               

            	
              (c)

            	
              
                Group
                  III shall consist of Senior Vice Presidents of consolidated functions
                  who
                  are selected for participation by the Compensation
                  Committee.

              

            


    

    

      	
               

            	
              (d)

            	
              Individuals
                below SVP level may be recommended and approved by the Compensation
                Committee for special awards of options for extraordinary
                performance.

            


    

     

    Section
      4.02

    Voluntary
      or involuntary termination of full-time employment of a Participant prior to
      the
      payment of incentive awards for an Award Period will result in such Participant
      forfeiting any incentive compensation for the Award Period (except as provided
      in Section 4.03 herein).

    


    Section
      4.03

    If
      a
      Participant dies, retires, becomes disabled, or is granted a leave of absence
      during an Award Period, the Compensation Committee may, at its discretion or
      under such rules as it may have prescribed, award partial incentive compensation
      based on the level of achievement in relation to goals established for the
      Award
      Period.

    


    Section
      4.04

    Directors
      who are also employees of the Company shall be eligible to participate in the
      Plan.  However, a director who is compensated on the basis of a fee or
      retainer, as distinguished from a salary, shall not be eligible.

    


    Section
      4.05

    New
      employees of the Company and persons promoted during the Award Period who were
      not eligible to participate in the Plan at the beginning of the Award Period,
      but have become a member of Group I, II, or III shall participate in the Plan
      so
      long as such eligibility came into existence no later than six (6) months after
      the beginning of said Award Period.  If a person becomes eligible at a
      date later than six (6) months into an Award Period, such person shall not
      be a
      Participant under this Plan until the first day of the next Award
      Period.



    ARTICLE
      V

    


    PAYMENT
      TO PARTICIPANTS

    


    


    Section
      5.01

    Incentive
      compensation to be awarded under the Plan shall be paid to Participants within
      thirty days after the close of the Award Period.  Awards are not
      earned until paid to Participants.

    


    Section
      5.02

    A
      Participant may elect to defer payment of all or part of his or her incentive
      compensation so long as the Participant requests such deferred payment under
      the
      terms of the Company’s Voluntary Deferred Compensation Plan.

    
 

    ARTICLE
      VI

    


    DETERMINATION
      OF ANNUAL AWARD FUND

    


    


    Section
      6.01

    The
      Annual Incentive Plan fund for each group shall be generated by a percent of
      the
      aggregate salaries for the individuals in each group.  The target
      award fund shall be computed as shown in Table I below:

    


    TABLE
      I

    


    TARGET
      ANNUAL AWARD FUND

    


    
      	
              GROUP

            	
              AGGREGATE
                SALARIES

            	
              TARGET
                AWARD EXPRESSED

              AS
                A % OF SALARIES

               

            	
              TARGET
                ANNUAL AWARD FUND

            
	 	 	 	 
	
              I

            	
              $____________

            	
                          X         per
                schedule          =

            	
              $____________

            
	 	 	 	 
	
              II

            	
              $____________

            	
                          X         per
                schedule          =

            	
              $____________

            
	 	 	 	 
	
              III

            	
              $____________

            	
                          X         per
                schedule          =

            	
              $____________

            
	 	 	 	 


    

    


    Section
      6.02

    The
      actual amount of the Senior Management Incentive Compensation Plan award fund
      shall be calculated according to a schedule comparing Earnings Per Share and
      ROAA for the Award Period to a pre-determined performance
      standard.  When performance is at or above the performance standard,
      the actual award fund is adjusted upward from the target award
      fund.

    


    Section
      6.03

    There
      shall be a minimum acceptable performance beneath which no incentive awards
      are
      paid (sometimes referred to as the “threshold”) and a maximum above which there
      is no additional award paid to avoid excessive payout in the event of windfall
      profits.  Said minimum and maximum shall be reviewed annually and
      amended when necessary in the sole discretion of the Compensation
      Committee.

    


    Section
      6.04

    A
      Participant who is rated a "4" or "5" on the most recent Performance Appraisal
      and Development Plan shall not be eligible to receive an award under the
      Plan.



    ARTICLE
      VII

    


    CALCULATION
      OF AWARD

    


    Section
      7.01

    The
      Corporation’s (Group I) will earn an award determined by Earnings Per Share, as
      shown below:

    


    


    TABLE
      I

    


    2008
      ANNUAL CASH INCENTIVE COMPENSATION AWARD

    INITIAL
      CALCULATION

    


    Group
      I -
      Executive Committee of Community Trust Bancorp, Inc.

    


    
      	
               

              *Target/ROAA

            	
              Award
                as a % 

              of
                Target Award

            	
              Award
                as a %

              of
                Salary

            
	 	 	
              Group
                I

            
	
              Base                                 
                1.25%

            	
              100%

            	
              10%

            
	
              1.27%

            	
              150%

            	
              15%

            
	
              1.29%

            	
              200%

            	
              20%

            
	
              1.31%

            	
              250%

            	
              25%

            
	
              1.33%

            	
              300%

            	
              30%

            
	
              1.35%

            	
              350%

            	
              35%

            
	
              1.37%

            	
              400%

            	
              40%

            
	
              1.39%

            	
              450%

            	
              45%

            
	
              1.41%

            	
              600%

            	
              60%

            


    

    


    
      	
              ·  

            	
              For
                2008, 100% of Targeted (Base) ROAA and $2.45 earnings per share is
                required for an incentive to be
                earned.

            


    

    
      	
              ·  

            	
              These
                results are after accrual of the
                incentive.

            


    


    Section
      7.02

    The
      Corporation’s (Group II) will earn an award determined by Earnings Per Share, as
      shown below:

    


    


    TABLE
      II

    


    2008
      ANNUAL CASH INCENTIVE COMPENSATION AWARD

    INITIAL
      CALCULATION

    


    Group
      II
– Consolidated Division Officers of CTBI and

    Market
      Presidents

    


    
      	
              EPS
                as a % of

              *Target/ROAA

            	
              Award
                as a % of

              Target
                Award

            	
              Award
                as a %

              of
                Salary

            
	 	 	
              Group
                II

            
	
              Base                       1.25%

            	
              100%

            	
              9.00%

            
	
              1.27%

            	
              116.50%

            	
              10.50%

            
	
              1.29%

            	
              133%

            	
              13.50%

            
	
              1.31%

            	
              166.50%

            	
              16.50%

            
	
              1.33%

            	
              200%

            	
              18.00%

            
	
              1.35%

            	
              237.50%

            	
              21.50%

            
	
              1.37%

            	
              275%

            	
              25.00%

            
	
              1.39%

            	
              304%

            	
              27.50%

            
	
              1.41%

            	
              333%

            	
              30.00%

            


    

    


    
      	
              ·  

            	
              For
                2008, 100% of the targeted (Base) ROAA and $2.45 earnings per share
                is
                required for an incentive to be
                earned.

            


    

    
      	
              ·  

            	
              These
                results are after accrual of the
                incentive.

            


    

    
 

    Section
      7.03

    Senior
      Vice Presidents of consolidated functions designated by the Compensation
      Committee will earn an award primarily determined by earnings per share, as
      shown below:

    


    TABLE
      III

    


    2008
      ANNUAL CASH INCENTIVE COMPENSATION AWARD

    INITIAL
      CALCULATION

    


    Group
      III
      - Senior Vice Presidents of Consolidated Functions

    


    
      	
                  EPS
                as a % of

              *Target/ROAA

            	
              Award
                as a % of

              Target
                Award

            	
              Award
                as a %

              of
                Salary

            
	 	 	
              Group
                III

            
	
              Base                                              1.25%

            	
              100%

            	
              8.50%

            
	
              1.27%

            	
              109%

            	
              9.25%

            
	
              1.29%

            	
              118%

            	
              10.00%

            
	
              1.31%

            	
              147%

            	
              12.50%

            
	
              1.33%

            	
              176%

            	
              15.00%

            
	
              1.35%

            	
              205.50%

            	
              17.50%

            
	
              1.37%

            	
              235%

            	
              20.00%

            
	
              1.39%

            	
              264%

            	
              22.50%

            
	
              1.41%

            	
              294%

            	
              25.00%

            


    

    


    
      	
              ·  

            	
              For
                2008, 100% of the targeted (Base) ROAA and $2.45 earnings per share
                is
                required to earn an incentive.

            


    

    
      	
              ·  

            	
              These
                results are after accrual of the
                incentive.

            


    

     

    Section
      7.04

    Participants
      in Groups I, II, and III shall be eligible to receive Stock Options awards
      on
      the same day that cash awards are paid under the terms of this
      Plan.  Such Stock Options shall have a face value equal to the
      percentage of salary shown on Table IV below, adjusted in the same manner and
      in
      the same proportion as cash awards are adjusted under the terms of Sections
      7.01, 7.02, and 7.03, and rounded down as necessary to grant an option for
      whole
      shares.

    


    TABLE
      IV

    


    2008
      SENIOR MANAGEMENT INCENTIVE COMPENSATION PLAN STOCK
      OPTION AWARDS

    


    
      	
              EPS
                as a % of

              *
                Target/ROAA

            	
              Stock
                Option Award

              as
                a % of Salary

            
	 	
              Group
                I

            	
              Group
                II

            	
              Group
                III

            
	
              Base                                                   
                1.25%

            	
              100.00%

            	
              50%

            	
              25.00%

            
	
              1.27%

            	
              112.00%

            	
              55%

            	
              27.50%

            
	
              1.29%

            	
              125.00%

            	
              60%

            	
              30.00%

            
	
              1.31%

            	
              137.50%

            	
              65%

            	
              32.50%

            
	
              1.33%

            	
              150.00%

            	
              70%

            	
              35.00%

            
	
              1.35%

            	
              162.50%

            	
              75%

            	
              37.50%

            
	
              1.37%

            	
              175.00%

            	
              80%

            	
              40.00%

            
	
              1.39%

            	
              187.50%

            	
              90%

            	
              45.00%

            
	
              1.41%

            	
              200.00%

            	
              100%

            	
              50.00%

            


    

    


    
      	
              ·  

            	
              For
                2008, 100% of Targeted (Base) ROAA and $2.45 earnings per share is
                required for an incentive to be
                earned.

            


    

    
      	
              ·  

            	
              These
                results are after accrual of the
                incentive.

            


    

    


     

    ARTICLE
      VIII

     

    MISCELLANEOUS
      PROVISIONS

    


    Section
      8.01

    If
      the
      financial performance of the Company for any Fiscal Year taken into account
      for
      determination of an award is found to be incorrect by the Company's independent
      certified public accountants and was more than the correct amount, there shall
      be no recourse by the Company against any person or estate.  However,
      the Company shall have the right to correct such error by reducing by the excess
      amount any subsequent payments yet to be made under the Plan.

    


    Section
      8.02

    The
      Compensation Committee may elect to remove unusual, extraordinary or
      non-recurring items from the calculation of the Earnings Per Share.

    


    Section
      8.03

    The
      Company shall not merge into or consolidate with another entity or sell all
      or
      substantially all of its assets to another entity unless such other entity
      shall
      become obligated to perform the terms and conditions hereof relating to any
      awards already earned but not yet paid to the participant on his/her
      behalf.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ATTACHMENT
      A

    


    


    NOTICE
      OF PARTICIPATION

    


     

    ___________________
      is eligible for participation in the 2008 Plan Year for Community Trust Bancorp,
      Inc. Senior Management Incentive Compensation Plan, such Participant being
      subject to all of the terms and conditions of said Plan.

    


    


    


    Compensation
      Committee of the Board of
      Directors

    


    BY:
      ___________________________________

    


    Dated:
      ____________________

    

 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ATTACHMENT
      B

    


    DESIGNATION
      OF
      BENEFICIARY

    


    I,                                           a
      participant in the Community Trust Bancorp, Inc. Senior Management Incentive
      Compensation Plan, name the following as my primary beneficiary under said
      Plan
      in the event of my death prior to receiving an award payable to me under said
      Plan.

     

    Name:

     

    Relationship:

     

    Address:

    


    If
      the
      primary beneficiary predeceases me, I designate the following persons as a
      contingent beneficiary, in the order shown, to receive an award payable to
      me
      under the Plan:

     

    
      Name:

       

      Relationship:

       

      Address:

      
 

      
        Name:

         

        Relationship:

         

        Address:

        


      

    

    
      Name:

       

      Relationship:

       

      Address:

      


    

    This
      supersedes any previous beneficiary designation made by me with respect to
      this
      Plan.  However, any compensation covered by the Community Trust
      Bancorp, Inc. Voluntary Deferred Compensation Plan shall be governed by the
      Beneficiary Designation applicable to that Plan.

     

    _______________           
____________________________
Date                                               
      Signature of Participant