Exhibit 10.1


 


REPUBLIC BANCORP, INC.

NON-EMPLOYEE DIRECTOR AND KEY EMPLOYEE

DEFERRED COMPENSATION PLAN


 


1.             General.  This Republic Bancorp, Inc. Non-Employee
Director and Key Employee Deferred Compensation Plan (the “Plan”) is intended
to more closely align board and executive compensation with the interests of
Republic Bancorp, Inc. (the “Company”) and its shareholders, by making
available to eligible participants tax-deferred investments in Company
stock.  It is intended that the Plan be
in compliance with Section 409A of the Internal Revenue Code of 1986, as
amended, and the regulations promulgated thereunder (“Section 409A”).  It is also intended that the Plan be an
unfunded arrangement maintained for non-employee directors and for a select
group of management or highly compensated employees.  Effective upon the time that a Key Employee
Participant (as defined below) is first named on Exhibit A attached hereto, the
Plan shall be considered a 
“top hat plan” for purposes of the Employee Retirement Income Security
Act of 1974, as amended.


 


2.             Eligibility.  Eligibility in the Plan shall be granted to
the members of the Board of Directors of the Company who are not also employees
of the Company (the “Director Participants”). 
In addition, eligibility in the Plan shall be granted to the employees
of the Company who have been designated by the Compensation Committee of the
Board of Directors of the Company (the “Committee”) as being eligible for the
Plan (the “Key Employee Participants” and, together with Director Participants,
the “Participants”).  The initial Key
Employee Participants (if any) are listed in Exhibit A attached
hereto.  The Committee shall have full
power and discretion to name additional employees of the Company as Key
Employee Participants and to remove such employees as Key Employee Participants
at such times as it shall decide in its sole discretion.


 


3.             Election.


 


(a)           Director Participant Elections.  Each Director Participant may elect to defer
under the Plan up to 100% of his annual board and committee meeting fees
(collectively, “Company Board Fees”).  A
Director Participant’s election to defer a portion of his Company Board Fees
shall be made in writing and shall be effective upon receipt and acceptance by
the Company.  A new written election must
be submitted to the Company each year. 
Except in the case of a newly eligible Director Participant who may file
an election to defer within 30 days of his being eligible to participate in the
Plan, an election to defer shall be made no later than 10 days preceding
commencement of a calendar year with respect to any deferral of Company Board
Fees to be earned in such year, provided, however, that such elections shall be
made at an earlier time if required under Section 409A.  Any election may be changed in writing and
shall be effective upon receipt by the Company, but only as to fees to be
earned at and after commencement of the next succeeding calendar year.


 


(b)           Key
Employee Participant Elections.  Each
Key Employee Participant may elect to defer under the Plan up to 50% of his base salary and up to 100% of his annual
incentive compensation (collectively, “Company Compensation”).  A Key Employee Participant’s election to
defer a portion of his Company Compensation shall be made in writing


 


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and shall be effective upon
receipt and acceptance by the Company.  A
new written election must be submitted to the Company each year.  Except in the case of a newly eligible Key Employee
Participant who may file an election to defer within 30 days of his designation
by the Committee as being eligible to participate in the Plan, an election to
defer shall be made no later than 10 days preceding commencement of a calendar
year with respect to any deferral of compensation to be earned in such year,
provided, however, that such elections shall be made at an earlier time if
required under Section 409A.  Any
election may be changed in writing and shall be effective upon receipt by the
Company, but only as to compensation to be earned or granted at and after
commencement of the next succeeding calendar year.


 


4.             Duration
of Deferral.  Each Participant’s
election shall specify the period of the deferral, which shall be a specified
period of years ranging from two to five years. 
Each Participant will be permitted to request one change in the period
of a deferral, provided, however, that the request shall not take effect for 12
months following the requested change and the request must be made at least 12
months before the scheduled distribution with respect to the deferral, and,
provided further, that the change must provide for an additional deferral of
five years from the original payment date.


 


5.             Deferred
Compensation Account.  The Company
shall maintain a bookkeeping account to which deferred compensation of each
Participant shall be credited at the end of each calendar month after such
compensation is earned (each a “Deferred Compensation Account”).  At the end of each fiscal quarter, the
amounts credited to each Deferred Compensation Account shall be converted into
stock units (“Stock Units”) equivalent in value to shares of Class A common
stock of the Company (“Stock”).  The
conversion of deferred compensation into Stock Units will be made on the basis
of the fair market value of the Stock on the last business day of each fiscal
quarter.  For purposes of the Plan, fair
market value of the Stock on any given date shall mean the closing price of the
Stock as reported on the NASDAQ National Market on such date or, if there is no
closing price reported on such date, on the last date preceding
such date for which a closing price was reported.


 


6.             Dividend
Equivalent.  During the term of
deferral, the Stock Units standing to the credit of each Participant’s Deferred
Compensation Account shall be credited with an amount equal to the cash
dividends that would have paid on the number of Stock Units in such Deferred
Compensation Account if such Stock Units were deemed to be outstanding shares
of Stock (“Dividend Equivalents”).  Dividend
Equivalents credited to Stock Units shall be converted to additional Stock
Units and credited to the Participant’s Deferred Compensation Account at the
end of each fiscal quarter.  The
conversion of Dividend Equivalents into Stock Units shall be made on the basis
of the fair market value of the Stock on the last business day of each fiscal
quarter.


 


7.             Changes
in Stock.  In the event of a stock
dividend, stock split, reverse stock split or similar change in capitalization
affecting the Stock, the Committee shall make appropriate adjustments in the
number of Stock Units credited to each Participant’s Deferred Compensation
Account.  The adjustment by the Committee
shall be final, binding and conclusive. 
No fractional shares of Stock shall be issued under the Plan resulting
from any such adjustment, but the Committee in its discretion may make a cash payment in lieu of fractional shares.


 


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8.             Rights
of Participants.  Participation in
the Plan, and any actions taken pursuant to the Plan, shall not create or be
deemed to create a trust or fiduciary relationship of any kind between the
Company and the Participant.  The Company
may, but shall have no obligation to, establish any separate fund, reserve, or
escrow or to provide security with respect to any amounts deferred under the
Plan.  Any assets of the Company which
are set aside in any separate fund, reserve or escrow shall continue for all
purposes to be a part of the general assets of the Company, with title to the
beneficial ownership of any such assets remaining at all times in the
Company.  No Participant, nor his legal
representatives, nor any of his beneficiaries shall have any right, other than
the right of an unsecured general creditor of the Company, in respect of the
Deferred Compensation Account established hereunder, and such persons shall
have no property interest whatsoever in any specific assets of the
Company.  A Participant shall have no
rights as a stockholder, and shall not be entitled to vote, with respect to the
Stock Units credited to his Deferred Compensation Account.


 


9.             Distributions.


 


(a)           Normal
Distributions.


 


(i)            Director Participants.  Each Director Participant (or his beneficiary
in the event of his death) shall be entitled to receive all Stock Units
standing to the credit of his Deferred Compensation Account upon the earliest
to occur of: (A) the end of the deferral period; and (B) the Director
Participant’s death or total and permanent disability.  All distributions shall be paid in a single
lump sum in Stock.


 


(ii)           Key Employee Participants.  Each Key Employee Participant (or his
beneficiary in the event of his death) shall be entitled to receive all Stock
Units standing to the credit of his Deferred Compensation Account upon the earliest
to occur of: (A) the end of the deferral period; and (B) the Key Employee
Participant’s death or total and permanent disability.  All distributions shall be paid in a single
lump sum in Stock.


 


For purposes hereof, the
term “disability” shall have the meaning given such term in Section 409A.


 


(b)           Early
Distributions.  A Participant will
only be permitted to receive a distribution of his Deferred Compensation
Account prior to the times specified in Section 9(a) above in accordance with
the applicable provisions of Section 409A.


 


(c)           Change in Control. 
A Participant will be permitted to receive a distribution of his
Deferred Compensation Account to the extent permitted under Section 409A upon a
change of ownership or effective control of the Company or in the ownership of
a substantial portion of the assets of the Company.


 


(d)           Fractional
Shares.  In the Committee’s
discretion, a cash payment (based on the fair market value of the Stock on the
last business day prior to a distribution) shall be made in lieu of any
fractional shares.


 


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10.           Tax
Withholding.


 


(a)           Payment
by Participant.  Each Participant
shall, no later than the date as of which his Stock Units or payments received
thereunder first become includible in the gross income of the Participant for
Federal income or employment tax purposes, pay to the Company, or make
arrangements satisfactory to the Committee regarding payment of, any Federal,
state, or local taxes of any kind required by law to be withheld with respect
to such income.  The Company shall, to
the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the Participant.  The Company’s obligation to make any payments
to any Participant is subject to and conditioned on tax obligations being
satisfied by the Participant.  The
Company shall report amounts deferred hereunder to the Internal Revenue Service
in accordance with the requirements of Section 409A.


 


(b)           Payment
in Stock.  Subject to approval by the
Committee, a Participant may elect to have the minimum required Federal, state,
other income and employment tax statutory withholding obligation satisfied, in
whole or in part, by (i) authorizing the Company to withhold from shares of
Stock to be issued pursuant to the Plan a number of shares with an aggregate
fair market value (as of the date the withholding is effected) that would
satisfy the withholding amount due, or (ii) transferring to the Company shares
of Stock owned by the Participant, and that have been held by the Participant
for at least six months, with an aggregate fair market value (as of the date
the withholding is effected) that would satisfy the withholding amount due.


 


11.           Beneficiary.  If a Participant dies before he has received
full payment of the amount credited to his Deferred Compensation Account, such
unpaid portion shall be paid to the Participant’s primary or contingent
beneficiary as designated by the Participant in writing.  If no beneficiary has been designated or if a
designated beneficiary has predeceased the Participant, such unpaid portion
shall be paid first to the Participant’s spouse, or, if there is no spouse, to
the Participant’s children per stirpes, or, if there are no
spouse or children, to the Participant’s estate.


 


12.           No
Assignment.  The deferred
compensation payable under this Plan shall not be subject to alienation,
assignment, garnishment, execution, or levy of any kind, and any attempt to
cause any compensation to be so subjected shall not be recognized.


 


13.           Expenses.  All expenses incurred, or taxes paid by the Company, and attributable to a Participant’s Deferred
Compensation Account shall be borne by the Company and shall not reduce the
amount credited to such Deferred Compensation Account.


 


14.           Amendment
and Termination.  This Plan may be
amended in any way or may be terminated, in whole or in part, at any time, and
from time to time, by the Board of Directors of the Company.  The foregoing provisions of this paragraph
notwithstanding, no amendment or termination of the Plan shall adversely reduce
the number of Stock Units credited to the Deferred Compensation Accounts prior
to the effective date of such amendment or termination or, except to the extent
permitted under Section 409A, accelerate the timing of payment from the
Deferred Compensation Accounts. 
Notwithstanding the foregoing, the Board of Directors specifically
reserves the right to amend the Plan as necessary to comply with Section 409A.


 


15.           Plan
Administration.  The Board of
Directors of the Company shall have the exclusive discretionary authority to
determine the amounts of benefits under the Plan, make factual determinations,
construe and interpret terms of the Plan, supply omissions and determine


 


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any questions which may arise in connection with its
operation and administration.  Its
decisions or actions in respect thereof, including any determination of any
amount credited or charged to the Participants’ Deferred Compensation Accounts
or the amount or recipient of any payment to be made therefrom, shall be
conclusive and binding for all purposes upon the Company and upon any and all
Participants, their beneficiaries, and their respective heirs, distributees,
executors, administrators and assignees. 
In the case of the administration of the Plan with respect to Key
Employee Participants only, the authority of the Board of Directors described
herein may be exercised by the Committee.


 


16.           Binding
Effect.  The terms of this Plan shall
be binding upon and shall inure to the benefit of the Company and its
successors or assigns and each Participant and his Beneficiaries, heirs,
executors, and administrators.


 


17.           Limitation
of Liability.  Subject to its
obligation to pay the amount credited to the Participant’s Deferred
Compensation Account at the time distribution is called, neither the Company,
any person acting on behalf of the Company, the Board of Directors, nor the
Committee shall be liable for any act performed or the failure to perform any
act with respect to the terms of the Plan, except in the event that there has
been a judicial determination of willful misconduct on the part of the Company,
such person, the Board of Directors or the Committee.


 


18.           Governing
Law.  This Plan, and all actions
taken hereunder, shall be governed by and construed in accordance with the laws
of the State of Kentucky, except as such laws
may be superseded by any applicable Federal laws.


 


19.           Accounting.  The Company shall provide statements to Participants
showing the amounts standing to the credit of their Deferred Compensation
Accounts no less frequently than once a year.


 


20.           Claims
Procedure.


 


(a)           All
claims for benefits under this Plan shall be filed in writing with the Board of
Directors in accordance with such procedures as the Board shall reasonably
establish.


 


(b)           The
Board of Directors shall, within 90 days of submission of a claim, provide
adequate notice in writing to any claimant whose claim for benefits under the
Plan has been denied.  Such notice shall
contain the specific reason or reasons for the denial and references to
specific Plan provisions on which the denial is based.  The Board shall also provide the claimant
with a description of any material or information which is necessary in order
for the claimant to perfect his claim and an explanation of why such
information is necessary.  If special
circumstances require an extension of time for processing the claim, the Board
shall furnish the claimant a written notice of such extension prior to the
expiration of the 90-day period.  The
extension notice shall indicate the reasons for the extension and the expected
date for a final decision, which date shall not be more than 180 days from the
initial claim.


 


(c)           The
Board of Directors shall, upon written request by a claimant within 60 days of
receipt of the notice that his claim has been denied, afford a reasonable
opportunity to such claimant for a full and fair review by the Board of the
decision denying the claim.  The


 


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Board
will afford the claimant an opportunity to review pertinent documents and
submit issues and comments in writing. 
The claimant shall have the right to be represented.


 


(d)           The
Board of Directors shall, within 60 days of receipt of a request for a review,
render a written decision on its review. 
If special circumstances require extra time for the Board to review its
decision, the Board will attempt to make its decision as soon as practicable,
and in no event will the Board take more than 120 days to send the claimant a
written notice of its decision.


 


21.           Source
of Shares.  Shares of Stock reserved
under the Company’s 1995 Stock Option Plan shall be used to satisfy any
obligations to distribute Stock under this Plan; provided, however, that such
Stock when issued shall not be governed by the restrictions on transfer
provided in Section 9 of the 1995 Stock Option Plan.


 


22.           Effective
Date.  This Plan shall be effective
as of January 1, 2005.


 


IN WITNESS WHEREOF, this Plan has been signed and
sealed for and on behalf of the Company by its duly authorized officer this 18th
day of November, 2004.


 


	
   

  	
  REPUBLIC
  BANCORP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kevin Sipes

  	
   

  
	
   

  	
   

  	
  Name:
  Kevin Sipes

  
	
   

  	
   

  	
  Title:
  Executive Vice President & CFO

  



 


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REPUBLIC BANCORP, INC.

NON-EMPLOYEE DIRECTOR AND KEY EMPLOYEE

DEFERRED COMPENSATION PLAN


Director
Participant Election to Defer Compensation


 


A.            The undersigned Director Participant hereby elects,
pursuant to Paragraph 3 of the Republic Bancorp, Inc. Non-Employee Director and
Key Employee Deferred Compensation Plan (the “Plan”), to defer payment of fees
becoming payable by Republic Bancorp, Inc. (the “Company”) to the undersigned
as follows:


 


The amount of 20      Board
fees to be deferred is                 %.


 


The amount of 20     
Committee fees to be deferred is                 %.


 


The above election shall take effect for the indicated
calendar year upon receipt and acceptance of this election by the Company, and
it shall remain in effect during the indicated calendar year.  This deferral election is only valid for the
indicated year above.  A new deferral
election must be completed for each subsequent year.  Such election must be submitted to and
accepted by the Company prior to December           
of the year prior to the year in which such deferral election relates.


 


B.            Pursuant to Paragraph 4 of the Plan, the undersigned
hereby elects the following payment option:


 


             Single
lump sum payment on January 31,              .  [Two to five years.]


 


C.            Pursuant to Paragraph 11 of the Plan, the undersigned
hereby designates the following as his beneficiary or beneficiaries under the
Plan:


 




	
  Primary Beneficiary(ies)*

  Name and Address

  	
   

  	
  Relationship

  	
   

  	
  Share

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 










*In community property states, need spouse’s consent to name an
individual other than the spouse.


 




	
  Contingent Beneficiary(ies)

  Name and Address

  	
   

  	
  Relationship

  	
   

  	
  Share

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 


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Executed this                
day of                              ,
2004.


 


	
   

  	
   

  	
   

  
	
   

  	
  Participant

  
	
   

  	
   

  	
   

  
	
   

  	
  Receipt
  of a copy of the foregoing election

  form is hereby acknowledged.

  
	
   

  	
   

  	
   

  
	
   

  	
  REPUBLIC
  BANCORP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  
					



 


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REPUBLIC BANCORP, INC. 

NON-EMPLOYEE DIRECTOR AND KEY EMPLOYEE

DEFERRED COMPENSATION PLAN


Key
Employee Participant Election to Defer Compensation


 


A.            The
undersigned Key Employee Participant hereby elects, pursuant to Paragraph 3 of
the Republic Bancorp, Inc. Non-Employee Director and Key Employee Deferred
Compensation Plan (the “Plan”), to defer payment of compensation becoming
payable by Republic Bancorp, Inc. (the “Company”) to the undersigned as
follows:


 


The amount of 20       
base salary to be deferred is                %
(not to exceed 50%).


 


The amount of 20       
incentive compensation to be deferred is              %
(not to exceed 100%) but not more than $               .


 


The above election shall take effect for the indicated
calendar year upon receipt and acceptance of this election by the Company, and
it shall remain in effect during the indicated calendar year.  This deferral election is only valid for the
indicated year above.  A new deferral
election must be completed for each subsequent year.  Such election must be submitted to and
accepted by the Company prior to December             
of the year prior to the year in which such deferral election relates.


 


B.            Pursuant
to Paragraph 4 of the Plan, the undersigned hereby elects the following payment
option:


 


             Single lump sum payment on January 31,             
[Two to five years].


 


C.            Pursuant
to Paragraph 11 of the Plan, the undersigned hereby designates the following as
his beneficiary or beneficiaries under the Plan:


 




	
  Primary Beneficiary(ies)*

  Name and Address

  	
   

  	
  Relationship

  	
   

  	
  Share

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 




	
  Contingent Beneficiary(ies)

  Name and Address

  	
   

  	
  Relationship

  	
   

  	
  Share

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 










*In community property states, need spouse’s consent to name an
individual other than the spouse.


 


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Executed this              
day of                                    ,
2004.


 


	
   

  	
   

  	
   

  
	
   

  	
  Participant

  
	
   

  	
  Receipt
  of a copy of the foregoing election

  form is hereby acknowledged.

  
	
   

  	
   

  	
   

  
	
   

  	
  REPUBLIC
  BANCORP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  
						



 


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REPUBLIC BANCORP, INC.

EMPLOYEE DIRECTOR AND KEY EMPLOYEE

DEFERRED COMPENSATION PLAN


EXHIBIT
A


Key
Employee Participants


 


None.


 


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