EXHIBIT
10.61


 


Amendment
No. 1


to the


Republic
Bancorp, Inc. 2005 Stock Incentive Plan


 


This is Amendment No. 1
to the Republic Bancorp, Inc. 2005 Stock Incentive Plan (the “Plan”) made
effective as of November 19, 2008 by Republic Bancorp, Inc. (the “Company”).


 


Recitals


 


A.            The Company maintains
the Plan and has reserved the right to amend it from time to time.


 


B.            The Company wishes to
amend and conform the written terms of the Plan to the requirements of Section 409A
of the Internal Revenue Code of 1986 and eliminate a restriction of transfer of
the stock acquired under Awards.


 


                NOW THEREFORE, the
Republic Bancorp, Inc. 2005 Stock Incentive Plan is hereby amended as
follows:


 


1.             Section 2.13 is
amended to read as follows:


 


2.13         “Fair Market Value” shall mean as of any date, the
value of a share of Stock determined as follows:


 


(a)           If the Stock is listed
on any established stock exchange or a national market system, including,
without limitation, The NASDAQ Stock Exchange, its Fair Market Value shall be the
closing market price of the Stock as reported on the date of determination, or,
if no trades were reported on that date, the closing price on the most recent
trading day immediately preceding the date of the determination, as quoted on
such system or exchange, or the exchange with the greatest volume of trading in
Stock for the last market trading day prior to the time of determination, as
reported in The Wall Street Journal or such other source as the Committee deems
reliable;


 


(b)           If the Stock is quoted
on The NASDAQ Stock Exchange or regularly quoted by a recognized securities
dealer but selling prices are not reported, its Fair Market Value shall be the
mean between the high bid and low asked prices for the Stock for the last
market trading day prior to the time of determination, as reported in The Wall
Street Journal or such other source as the Committee deems reliable; or


 


(c)            In the absence of such
markets for the Stock, the Fair Market Value shall be determined in good faith
by the Committee, by reasonable application of a reasonable valuation method,
considering any and all information the Committee determines relevant,
consistent with Code Section 409A and Treasury Regulations thereunder.


 


2.             Section 9.2 is
amended to read as follows:


 


CONDITIONS ON
AWARDS.  In granting an Award, the
Committee may establish any conditions that it determines are consistent with
the purposes and provisions of the Plan, including, without limitation, a
condition that the granting of an Award is subject to the surrender or
cancellation of any or all outstanding Awards held by the Participant, provided
that any surrender shall be considered a substitution under Code Section 409A
and provisions can be different only to the extent that the original Award
could have been amended to include such provision.  Subject to the foregoing, any new Award made
under this Section may contain such terms and conditions as the Committee
may determine.


 


3.             Section 10.10 is
amended to read as follows:


 


RESTRICTION ON TRANSFER
OF SHARES ACQUIRED FROM AN AWARD.  No
Participant shall sell, assign, transfer or otherwise dispose of any Stock
acquired by exercise of an Option or via a Stock Award (“Award Stock”) (a) for
at least 12 months following the exercise of the Option (except in the case of
Participant’s death or Disability if such event occurs sooner), (b) before
12 months following the lapse of all restrictions on a Stock Award, and (c) thereafter,
in accordance with this Section 10.10. Notwithstanding the 


 


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preceding
sentence,  the restrictions described
therein will not apply to 50% of each Participant’s Award Stock acquired by
exercise of an Option or via a Stock Award granted after the date of this
Amendment.  With respect to all Award Stock
hereunder, whether it relates to an Award made before or after this Amendment,
the Participant shall provide the Company in writing a notice (the “Transfer
Notice”) in advance of any proposed transfer of the Award Stock, setting forth
Participant’s intent to transfer some portion, or all, of Participant’s Award
Stock (the “Offered Shares”).  The
Transfer Notice shall constitute an irrevocable offer to sell any or all of the
Offered Shares to the Company.  If the
Company does not accept such offer (or to the extent not accepted) and agree to
buy some or all of the Offered Shares within 10 days after receipt of the
Transfer Notice (the “Offer Date”), the Participant may at any time thereafter
transfer the Offered Shares to any person or on the market on which the shares
are then trading.  The Company shall make
payment in cash for any Offered Shares that it purchases pursuant to this Section 10.10
within 10 days after the date when the Company delivers notice of its
acceptance of the offer (the “Purchase Date”) at a price per share equal to the
greater of the Fair Market Value of the Offered Shares (i) on the Purchase
Date or (ii) on the Offer Date (the “Purchase Price”).  The
Participant or personal representative of the Participant shall surrender
certificates representing the offered Award Stock at the time the Company makes
such payment.  The right of first refusal
imposed by this Section 10.10 shall not apply to the transfer by operation
of law to a deceased Participant’s personal representative or to persons who
acquire the Award Stock by bequest or inheritance (the “Heir”), but shall apply
to the Award Stock further transferred by that personal representative or
Heir.  All Award Stock issued upon
exercise or grant of an Award hereunder shall bear a legend notifying the
holder thereof of the restrictions of this Section 10.10, which restrictions
shall be removed upon the Participant’s compliance with the terms of this right
of first refusal.


 


IN WITNESS WHEREOF, a
duly authorized officer of the Company has executed this Amendment to the
Republic Bancorp, Inc. 2005 Stock Incentive Plan on behalf of the Company, as
of the date set forth below.


 




	
   

  	
  REPUBLIC BANCORP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Ringswald

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Michael Ringswald

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  November 19, 2008

  
				






 


 




	
   

  	
  Board Approval:

  	
   

  	
  Nov. 19, 2008

  	
   

  	
  /s/ MAR [secretary to
  initial]

  	
   

  






 


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