EXHIBIT
10.2


 


Form of Stock Option Agreement for Directors and
Executive Officers


 


REPUBLIC BANCORP, INC. 1995 STOCK OPTION PLAN


 


STOCK OPTION AGREEMENT


 


This is a
STOCK OPTION AGREEMENT (the “Agreement”) dated as of «BEGINDATE» by and between
Republic Bancorp, Inc., a Kentucky corporation (the “Company”), and «NAME» (the
“Optionee”).


 


Recitals


 


A.            Subject to and effective upon
shareholder approval, the Board of Directors of the Company (the Board”)
adopted the Republic Bancorp, Inc. 1995 Stock Option Plan (the “Plan”).


 


B.            The Chairman of the Board and
Compensation/Human Resources Committee of the Board (the “Committee”), have
determined that it is in the best interests of the Company and appropriate to
the stated purposes of the Plan that the Company grant to the Optionee an
option to purchase shares of the Company’s common stock (“Shares”) pursuant and
subject to the terms, definitions, and conditions of the Plan.


 


C.            The Committee has decided to grant
Incentive Stock Options, despite the fact that the Company is not entitled to a
tax deduction for the value of such an option, because an Incentive Stock
Option allows the Optionee to avoid ordinary income taxes upon exercise on the
difference between the exercise price and the then-value of the Shares.


 


D.            Any capitalized terms used but not
defined herein shall have the respective meanings given them in the Plan, a
copy of which is attached hereto and incorporated by reference herein in its
entirety.


 


NOW, THEREFORE, the Company and the Optionee do hereby agree as
follows:


 


 


SECTION 1 — GRANT OF OPTION


 


Subject to the
terms and conditions of this Agreement, the Company hereby grants to the
Optionee an option (the “Option”) to purchase all or any part from time to time
of the aggregate shares as set forth below:


 


	
  TYPE OF OPTION

  	
   

  	
  NUMBER OF SHARES

  
	
   

  	
   

  	
   

  
	
  Incentive Stock Options

  	
   

  	
  «TOTALSHARES» Class A

  



 


SECTION 2 —  OPTION PRICE


 


The option
price hereunder is $«SHAREPRICE» per Share, which equals 100% of the fair
market value of a Share as determined in accordance with the Plan.


 


SECTION 3 — DURATION OF OPTION


 


  Except as accelerated as provided in Section 10.8 of the
Plan (upon a Change in Control), or upon death or Disability of the Optionee,
and subject to such shorter period provided in Section 8 of this Agreement
(regarding Termination of Employment), the Option with respect to «HALF» Shares
may be exercised no sooner than, «Firstbegin» and no later than «FIRSTEND»; and
the Option may be exercised with respect to an additional «HALF»


 


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Shares no sooner than «SECONDBEGIN» and no later than «ENDDATE» (the “Option
Period”), after which dates the respective portions of the Option shall expire.


 


SECTION 4 — EXERCISE OF OPTION


 


During the
Option Period, the Optionee may exercise the Option upon compliance with the
following additional terms:


 


(a)           Method of Exercise. The
Optionee shall exercise portions of the Option by written notice, which shall:


 


(i)            state
the election to exercise the Option, the number of Shares, in respect of which
it is being exercised, and the Optionee’s address and Social Security Number;


 


(ii)           contain such
representations and agreements, if any, as the Company’s counsel may require
concerning the holder’s investment intent regarding such Shares,


 


(iii)          include an
acknowledgement and acceptance of the restrictions on transfer of the Option
Stock as provided in Section 9 of the Plan (right of first refusal);


 


(iv)          be signed by the
Optionee; and


 


(v)           be in writing and
delivered in person or by certified mail to the Committee.


 


(b)           Payment
Upon Exercise of Option.  Payment of
the full Option Price for Shares upon which the Option is exercised plus any
tax withholding (if applicable) shall accompany the written notice of exercise
described above.  The Committee may, in
its discretion, permit payment of the Option Price in full or in part by the
delivery of Stock owned by the Optionee for at least 6 months (based on the
Fair Market Value of the Stock on the date of exercise), evidenced by
negotiable Stock certificates registered either in the sole name of the
Optionee or the names of the Optionee and spouse.  The Company shall cause to be issued and
delivered to the Optionee the certificate(s) representing such Shares as soon
as practicable following the receipt of notice and payment described above.


 


SECTION 5 — NONTRANSFERABILITY OF OPTION


 


The Option shall not be transferable or
assignable by the Optionee.  The Option
shall be exercisable, during the Optionee’s lifetime, only by him.  The Option shall not be pledged or
hypothecated in any way, and shall not be subject to execution, attachment or
similar process.  Any attempted transfer,
assignment, pledge, hypothecation or other disposition of the Option contrary
to the provisions hereof, and the levy of any process upon the Option, shall be
null, void and without effect.


 


SECTION 6 — EFFECT OF AMENDMENT,
SUSPENSION


OR TERMINATION OF EXISTING OPTIONS


 


No amendment, suspension or termination of
the Plan shall, without the Optionee’s written consent, alter or impair the
Option granted under the terms of this Agreement.


 


SECTION 7 — RESTRICTIONS ON ISSUING SHARES


 


Shares shall not be issued pursuant to the
exercise of the Option, unless the issuance and transferability of the Shares
shall comply with all relevant provisions of law, including, but not limited
to, the (i) limitations, if any, imposed by the Commonwealth of Kentucky; and
(ii) restrictions, if any, imposed by the Securities Act of 1933, as amended,
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder by the United States Securities and Exchange
Commission.  The Committee may, in its
discretion, determine if such


 


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restrictions or such issuance of Shares so
complies with all relevant provisions of law. 
Any certificate issued upon exercise of an Option shall bear a legend
setting forth notice of the restrictions on transfer in Section 9 of the Plan.


 


SECTION 8 — EXERCISE AFTER TERMINATION OF
EMPLOYMENT


 


After an Employee’s Termination of Employment
due to death or Disability, an Option may be exercised in full, rather than in
the portions specified in Section 3, but in no event after «ENDDATE».  The right to exercise will expire at the end
of six months after the Employee’s death or Disability; any Option exercised
under this Section may be exercised in full by the legal representative of the
estate of the Employee or by the person or persons who acquire the right to
exercise such Option by bequest or inheritance. 
In no other case may an Option be exercised following Termination of
Employment or during a period when the Executive is not in “good standing,”
with the Company or the Bank, in accordance with its usual rules and policies.


 


SECTION 9 — PROTECTION OF PROPRIETARY
INFORMATION


 


By accepting the terms of this option you
agree that, should your employment with the Company discontinue, you will not
directly or indirectly solicit the Company’s or its affiliates’ customers or
employees for a period of two years nor will you share any of the Company’s or
its affiliates’ trade secrets or other proprietary information.


 


SECTION 10 — ACKNOWLEDGEMENTS


 


The Optionee acknowledges receipt
contemporaneously herewith of a copy of the Plan, and the Optionee represents that
he is familiar with the terms and provisions thereof and hereby accepts the
Option subject to all the terms and provisions thereof.  Any capitalized term used herein and not
otherwise defined shall have the meaning given in the Plan.  The Optionee acknowledges that nothing
contained in the Plan or this Agreement shall (a) confer upon the Optionee any
additional rights to continued employment by the Company or any corporation
related to the Company; or (b) interfere in any way with the right of the Company
to terminate the Optionee’s employment or change the Optionee’s compensation at
any time.


 


SECTION 11 — TERM OF AGREEMENT


 


This Agreement shall terminate upon the
earlier of (i) complete exercise or termination of the Option; (ii) mutual
agreement of the parties; or (iii) on «ENDDATE».


 


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IN WITNESS WHEREOF, the parties have executed
and delivered this Agreement as of the date set forth in the preamble hereto,
but actually on the dates set forth below.


 


 


	
   

  	
  REPUBLIC BANCORP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Chairman of the Board

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Optionee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Presenter’s Initials:

  	
   

  	
   

  
					



 


In the event this original agreement is not
signed and returned to the Chairman or the Director of Human Resources by
Optionee within ten days of receipt, it shall be deemed rejected by Optionee
and the Company’s offer shall be immediately withdrawn and become null and
void.


 


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