Exhibit
10.2


 


REPUBLIC BANK & TRUST
COMPANY

NON-EMPLOYEE DIRECTOR AND KEY EMPLOYEE

DEFERRED COMPENSATION PLAN


 


23.           General.  This Republic Bank & Trust Company
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 Bank & Trust Company (the “Bank”), its parent,
Republic Bancorp, Inc. (the “Company”), and the Company’s 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.


 


24.           Eligibility.  Eligibility in the Plan shall be granted to
the members of the Board of Directors of the Bank who are not also employees of
the Bank (the “Director Participants”). 
In addition, eligibility in the Plan shall be granted to the employees
of the Bank who have been designated by the Compensation Committee of the Board
of Directors of the Bank (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 Bank as Key Employee
Participants and to remove such employees as Key Employee Participants at such
times as it shall decide in its sole discretion.


 


25.           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, “Bank Board Fees”).  A Director Participant’s election to defer a
portion of his Bank Board Fees shall be made in writing and shall be effective
upon receipt and acceptance by the Bank. 
A new written election must be submitted to the Bank 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 Bank 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 Bank, 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,
“Bank Compensation”).  A Key Employee
Participant’s election to defer a portion of his Bank Compensation shall be
made in writing and shall be effective upon receipt and acceptance by the
Bank.  A new written election must be
submitted to


 


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the
Bank 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 Bank, but only as to compensation to be
earned or granted at and after commencement of the next succeeding calendar
year.


 


26.           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.


 


27.           Deferred
Compensation Account.  The Bank 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.


 


28.           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.


 


29.           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.


 


30.           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


 


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between the Company, the Bank and the Participant.  The Bank 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 Bank 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 Bank, with title to the beneficial ownership of any such assets remaining
at all times in the Bank.  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
Bank, in respect of the Deferred Compensation Account established hereunder,
and such persons shall have no property interest whatsoever in any specific
assets of the Bank or 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.


 


31.           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 Bank or in the ownership of a substantial portion of the assets
of the Bank.


 


(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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32.           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 Bank, 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 Bank 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 Bank’s obligation to make any payments to
any Participant is subject to and conditioned on tax obligations being
satisfied by the Participant.  The Bank
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 Bank 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 Bank 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.


 


33.           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.


 


34.           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.


 


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


 


36.           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 Bank.  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.


 


37.           Plan
Administration.  The Board of
Directors of the Bank 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 any


 


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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 Bank 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.


 


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


 


39.           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
nor the Bank, any person acting on behalf of the Company or the Bank, the Board
of Directors of the Company or the Bank, 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 Bank, such person, the Board of Directors
or the Committee.


 


40.           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.


 


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


 


42.           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.


 


43.           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.


 


44.           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 Bank by its duly authorized officer this 18th
day of November, 2004.


 


	
   

  	
  REPUBLIC
  BANK & TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kevin Sipes

  	
   

  
	
   

  	
   

  	
  Name:
  Kevin Sipes

  
	
   

  	
   

  	
  Title: Executive Vice President & CFO

  



 


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REPUBLIC BANK & TRUST
COMPANY

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 Bank & Trust Company Non-Employee
Director and Key Employee Deferred Compensation Plan (the “Plan”), to defer
payment of fees becoming payable by Republic Bank & Trust Company (the
“Bank”) 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 Bank, 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 Bank 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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 





















 


Executed this
             
day of
                            
, 2004.


 


	
   

  	
   

  	
   

  
	
   

  	
  Participant

  
	
   

  	
   

  
	
   

  	
  Receipt
  of a copy of the foregoing election

  form is hereby acknowledged.

  
	
   

  	
   

  	
   

  
	
   

  	
  REPUBLIC
  BANK & TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  
					



 


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REPUBLIC BANK & TRUST
COMPANY

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 Bank & Trust Company Non-Employee Director and Key Employee
Deferred Compensation Plan (the “Plan”), to defer payment of compensation
becoming payable by Republic Bank & Trust Company (the “Bank”) 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 Bank, 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 Bank 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
  BANK & TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  
						



 


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REPUBLIC BANK & TRUST
COMPANY

EMPLOYEE DIRECTOR AND KEY EMPLOYEE

DEFERRED COMPENSATION PLAN


EXHIBIT
A


Key Employee Participants


 


None.


 


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