SENIOR EXECUTIVE SEVERANCE AGREEMENT
INCLUDING AMENDMENT NUMBER ONE
This Agreement is made and entered into between Stock Yards Bank & Trust
Company, a Kentucky banking corporation with its principal office located in
Louisville, Kentucky (the "Bank") and XXXXX X. XXXXX, and with an address at
0000 Xxxx Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (the "Executive").
W I T N E S S E T H:
The Bank is a wholly owned subsidiary of S.Y. Bancorp, Inc., a Kentucky
corporation and bank holding company ("S.Y. Bancorp").
S.Y. Bancorp, as the sole shareholder of the Bank, considers the
establishment and maintenance of a sound and vital management team to be
essential to protecting and enhancing the best interests of the Bank, S.Y.
Bancorp, and S.Y. Bancorp's shareholders.
S.Y. Bancorp and the Bank recognize that, as is the case with many publicly
held bank holding companies, the possibility exists that an unsolicited tender
offer or takeover bid and a consequent change of control of S.Y. Bancorp may
occur, and thus, that as a practical matter, a change of control of the Bank,
may occur, and that such a possibility is unsettling and distracting to key
executives of the Bank.
S.Y. Bancorp and the Bank have concluded that it is in the best interests
of S.Y. Bancorp, its shareholders and the Bank to take reasonable steps to help
assure certain key executives of the Bank that, notwithstanding an unsolicited
tender offer or takeover bid, or an actual change of control, they will be
treated fairly and with concern for their welfare.
S.Y. Bancorp and the Bank have also concluded that it is important that,
should S.Y. Bancorp receive takeover or acquisition proposals from third
parties, that it be able to call upon the key executives of the Bank for their
candid assessment and advice concerning whether such proposals are in the best
interests of S.Y. Bancorp, its shareholders and the Bank, free of the influences
caused by the uncertainties and risks of their own personal employment
situations.
For the foregoing reasons the Board of Directors of S.Y. Bancorp and of the
Bank have approved the Bank's entering into severance agreements with key
executives of the Bank pursuant to the Bank's Senior Executive Severance Plan
(the "Plan").
The Executive is a key executive of the Bank and has been selected by the
Bank's board of directors and by the board of
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directors of the Bank's sole shareholder, S.Y. Bancorp, as a key executive to
participate in and under the Plan.
NOW THEREFORE, in consideration of these premises and for other good and
valuable consideration, the Bank and the Executive agree as follows:
1. DEFINITIONS. As used in this Agreement, the following terms shall have
the following meanings:
"TERM" shall mean the period commencing on the date first above written and
ending on the last day of the month in which Executive attains the age of
sixty-five (65) years.
A "CHANGE IN CONTROL" of S.Y. Bancorp shall be deemed to have occurred if:
(i) any Person (as defined in this definition) is or becomes the
Beneficial Owner (as defined in this definition) of securities of S.Y. Bancorp
representing 20% or more of the combined voting power of S.Y. Bancorp's then
outstanding securities (unless (A) such Person is the Beneficial Owner of 20% or
more of such securities as of April 26, 1995 or (B) the event causing the 20%
threshold to be crossed is an acquisition of securities directly from S.Y.
Bancorp);
(ii) during any period of two consecutive years beginning after April 26,
1995, individuals who at the beginning of such period constitute the Board of
Directors of S.Y. Bancorp and any new director (other than a director designated
by a person who has entered into an agreement with S.Y. Bancorp to effect a
transaction described in clause (i), (iii) or (iv) of this Change in Control
definition) whose election or nomination for election was approved by a vote of
at least two-thirds of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved cease for any reason to constitute a
majority of the Board of Directors of S.Y. Bancorp;
(iii) the shareholders of S.Y. Bancorp approve a merger or consolidation of
S.Y. Bancorp with any other corporation (other than a merger or consolidation
which would result in the voting securities of S.Y. Bancorp outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the entity surviving
such merger or consolidation), in combination with voting securities of S.Y.
Bancorp or such surviving entity held by a trustee or other fiduciary pursuant
to any employee benefit plan of S.Y. Bancorp or such surviving entity or of any
subsidiary of S.Y. Bancorp or such surviving entity, at least 80% of
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the combined voting power of the securities of S.Y. Bancorp or such surviving
entity outstanding immediately after such merger or consolidation); or
(iv) the shareholders of S.Y. Bancorp approve a plan of complete
liquidation or dissolution of S.Y. Bancorp or an agreement for the sale or
disposition by S.Y. Bancorp of all or substantially all of S.Y. Bancorp's
assets.
(v) For purposes of the definition of Change in Control, "Person" shall
have the meaning ascribed to such term in Section 3(a)(9) of the Securities
Exchange Act of 1934, as amended, as supplemented by Section 13(d)(3) of such
Act; provided, however, that Person shall not include (i) S.Y. Bancorp, any
subsidiary or any other Person controlled by S.Y. Bancorp, (ii) any trustee or
other fiduciary holding securities under any employee benefit plan of S.Y.
Bancorp or of any subsidiary, or (iii) a corporation owned, directly or
indirectly, by the shareholders of S.Y. Bancorp in substantially the same
proportions as their ownership of securities of S.Y. Bancorp.
(vi) For purposes of the definition of Change in Control, a Person shall be
deemed the "Beneficial Owner" of any securities which such Person, directly or
indirectly, has the right to vote or dispose of or has "beneficial ownership"
(within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended) of, including pursuant to any agreement, arrangement or understanding
(whether or not in writing); provided, however, that: (i) a Person shall not be
deemed the Beneficial Owner of any security as a result of an agreement,
arrangement or understanding to vote such security (x) arising solely from a
revocable proxy or consent given in response to a public proxy or consent
solicitation made pursuant to, and in accordance with the Securities Exchange
Act of 1934, as amended, and the applicable rules and regulations thereunder or
(y) made in connection with, or to otherwise participate in, a proxy or consent
solicitation made, or to be made, pursuant to, and in accordance with, the
applicable provisions of the Securities Exchange Act of 1934, as amended, and
the applicable rules and regulations thereunder; in either case described in
clause (x) or clause (y) above, whether or not such agreement, arrangement or
understanding is also then reportable by such Person on Schedule 13D under the
Securities Exchange Act of 1934, as amended (or any comparable or successor
report); and (ii) a Person engaged in business as an underwriter of securities
shall not be deemed to be the Beneficial Owner of any securities acquired
through such Person's participation in good faith in a firm commitment
underwriting until the expiration of forty days after the date of such
acquisition.
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"CAUSE" for termination shall exist if the Executive (i) willfully and
continually fails to substantially perform his duties (other than as a result of
incapacity or temporary or Permanent Disability) for the Bank as described in
the most recent written description of such duties maintained by the Bank's
personnel department and communicated to the Executive after a written demand
for substantial performance is delivered to the Executive by the Bank's board of
directors specifically identifying the manner in which the board of directors
believes that the Executive has not substantially performed his duties; or (ii)
engages in gross misconduct constituting a violation of law or breach of
fiduciary duty which misconduct is materially and demonstrably injurious to the
Bank.
"CUSTOMER" shall mean any firm, individual, corporation or entity which
used the facilities, products or services of the Bank during the twelve (12)
month period immediately preceding the voluntary or involuntary termination of
Executive's employment with the Bank; but Customer shall not include any firm,
individual, corporation or entity with which Executive had a business
relationship, either for Executive or for Executive's previous employer, prior
to the date of Executive's employment with the Bank and which Executive
specifically identifies in writing to the Bank within thirty (30) days following
the date of Executive's employment with the Bank, except that following eighteen
(18) months employment with the Bank, any such firm, individual, corporation or
entity so identified by Executive shall be deemed to have become a Customer of
the Bank if they otherwise meet the definition of "Customer" as set forth above.
"FORCED RESIGNATION" means a resignation at the Executive's initiative
following a Change in Control and the occurrence of any of the following
triggering events, provided such resignation occurs within twelve (12) months
after a triggering event or, if earlier, within thirty-six (36) months after a
Change in Control:
(i) without his express written consent, the Executive is assigned any
duties inconsistent with the positions, duties, responsibilities and status he
held with the Bank immediately prior to the Change in Control, or a change
occurs in the Executive's reporting responsibilities, titles or offices as in
effect immediately prior to the Change in Control, or the Executive is removed
from, or there is a failure to re-elect the Executive to, any of such positions,
except in connection with the termination of the Executive's employment for
Cause, or Retirement, or as a result of his death or Permanent Disability;
(ii) a reduction by the Bank in the Executive's salary as in effect on the
date hereof or as the same may have been increased from time to time prior to
the Change in Control;
(iii) the Bank's requiring the Executive to work from an office anywhere
other than at the Bank's principal executive
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offices, except for required travel on the Bank's business to an extent
substantially consistent with his present business travel obligations or such
obligations as are incident to a promotion;
(iv) the failure by the Bank to continue in effect any deferred benefit or
compensation plan, pension plan, profit sharing plan, life insurance plan, major
medical or hospitalization plan or disability plan in which the Executive is
participating at the time of the Change in Control (or plans providing
substantially similar benefits), or the taking of any action by the Bank which
would adversely affect the Executive's participation in, or materially reduce
his benefits under, any of such plans or deprive him of any material fringe
benefits; or
(v) the failure by the Bank to provide the Executive with the number of
paid vacation, illness, and personal leave days to which he is entitled at the
time of a Change in Control in accordance with the Bank's normal personnel
policy applicable to all employees.
"RETIREMENT" shall mean the Executive's retirement in accordance with the
Bank's retirement policy applicable to all employees classified as "senior
executives".
"BASE AMOUNT" shall have the meaning given to such term in Section
280G(b)(3) of the Internal Revenue Code of 1986.
"PERMANENT DISABILITY" means any mental or physical condition or impairment
which prevents the Executive from substantially performing his duties for a
period of more than ninety (90) consecutive days.
"ACQUISITION TRANSACTION" shall be deemed to have taken place if the
shareholders of SY Bancorp approve (a) a merger or consolidation of SY Bancorp
with any other corporation, other than a merger or consolidation which would
result in the voting securities of SY Bancorp which are outstanding immediately
prior to such merger or consolidation continuing to represent (either by
remaining outstanding or by being converted into voting securities of the entity
surviving such merger or consolidation) at least 80% of the voting securities of
SY Bancorp or such surviving entity outstanding immediately after such merger or
consolidation or (b) a plan of complete liquidation or dissolution of SY Bancorp
or an agreement for the sale or disposition by SY Bancorp of all or
substantially all of SY Bancorp's assets.
2(a)(i) SEVERANCE PAYMENT UPON INVOLUNTARY TERMINATION PRIOR TO ACQUISITION
TRANSACTION. Except as set forth in Section 2(a)(ii), if the Executive's
employment with the Bank is involuntarily terminated by the Board of Directors
of the Bank during the Term and within a twelve month period beginning on the
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later of the date the Board of Directors approves the going forward of
discussions with a potential buyer or buyers for SY Bancorp or the Bank or the
date the Executive has expressed the Executive's written opposition to such sale
or potential sale of SY Bancorp or the Bank to the Board of Directors, the Bank
shall pay the Executive (A) his full salary through the date of such
termination, which termination shall not be effective until the later of the
effective date set forth in the Notice of Termination or two weeks following
written notice to the Executive, and (B) the Severance Payment described in this
Section 2(a)(i). On the effective date of an Acquisition Transaction which
results from such discussions, the Bank shall pay to the Executive a severance
payment equal to 299 percent of the Executive's Base Amount (the "Severance
Payment"). The Severance Payment under this Section 2(a)(i) shall be payable to
the Executive in a lump sum, in immediately available funds, and shall be
subject to any applicable payroll or other taxes required to be withheld. Such
Severance Payment shall be in lieu of any other severance payment provided for
by the Bank in accordance with its standard of practice and operations for
Executive at the time of payment of this Severance Payment.
(ii) FORFEITURE OF SEVERANCE PAYMENT. No payment shall be made under
Section 2(a)(i) to the Executive if (A) the Executive voluntarily divulges or
otherwise discloses, directly or indirectly, any trade secrets or other
confidential information concerning the business, policies, or sale or potential
sale of SY Bancorp or the Bank which is not lawfully attainable from public
sources, unless such disclosure is required by law or authorized by the Bank,
(B) the Executive is involuntarily terminated by the Bank for Cause, (C) the
Executive is terminated due to death, Retirement or Permanent Disability, or (D)
the Executive fails to fulfill the Executive's responsibilities as an officer
and/or director of the Bank and SY Bancorp during the period after the
above-mentioned Board of Director's approval and while the Executive remains
employed by the Bank; provided, however, following public announcement by the
Bank or SY Bancorp of an Acquisition Transaction or proposed Acquisition
Transaction, the Executive shall not be deemed to have breached his
responsibilities as an officer or director of the Bank and SY Bancorp and
thereby to have forfeited his entitlement to the severance payment described in
Section 2(a)(i) above if he expresses publicly his opposition to such
transaction or proposed transaction, solicits votes or proxies from shareholders
of SY Bancorp against the transaction or otherwise solicits or encourages others
to oppose such transaction.
(b) SEVERANCE PAYMENT UPON TERMINATION FOLLOWING CHANGE IN CONTROL. During
the Term, if the Executive's employment with the Bank terminates (either at the
initiative of the Bank or the Executive) within thirty-six (36) months after a
Change in Control for any reason whatsoever other than for Cause or as a result
of the Executive's death, Retirement, or Permanent
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Disability, the Bank shall pay the Executive his full salary through the date of
such termination, which termination shall not be effective until the later of
two (2) weeks following written notice thereof to the Executive or the effective
date set forth in the notice of termination. In addition, for a termination at
the initiative of the Executive (other than a Forced Resignation) that occurs
within twenty-four (24) months after a Change in Control, the Bank shall pay the
Severance Payment to the Executive as of the effective date of such termination.
For a termination at the initiative of the Executive (other than a Forced
Resignation) that occurs more than twenty-four (24) months but less than
thirty-six (36) months after a Change in Control, the Bank shall pay the
Executive as of the effective date of such termination 2/3 of the Severance
Payment. For a termination at the Bank's initiative (other than for Cause) that
occurs within thirty-six (36) months after a Change in Control or for a Forced
Resignation, the Bank shall pay the Severance Payment to the Executive as of the
effective date of such termination. Notwithstanding any provision to the
contrary, in no event shall any Severance Payment (or portion thereof) be paid
to the Executive if the Executive's employment is terminated for Cause or as a
result of the Executive's death, Retirement, or Permanent Disability. Further,
the Severance Payment (or portion thereof) shall be payable to the Executive in
a lump sum, in immediately available funds, on the date the Executive's
termination is effective, and shall be subject to any applicable payroll or
other taxes required to be withheld. The Severance Payment shall be in lieu of
any other severance payment provided for by the Bank in accordance with its
standard of practice and operations for Executive at the time of payment of the
Severance Payment.
(c) NON-DUPLICATION OF PAYMENTS. In no event shall the Executive receive a
payment under both Sections 2(a) and 2(b), and to the extent the Executive
satisfies the conditions for payment under both such sections, the Bank shall
pay to the Executive the payment computed under whichever section results in the
largest payment to the Executive.
3. OTHER PAYMENTS AND BENEFITS. Upon termination of the Executive's
employment, the Executive shall have the following rights with respect to
certain fringe benefits provided by the Bank:
(a) ACCRUED VACATION AND SICK PAY. The Executive shall be entitled to
receive, in accordance with the Bank's standard employment policies in effect as
of the date of this Agreement (or such more favorable policies as exist on the
date of such termination), payment for any vacation and sick days which have
accrued for the year in which the termination occurs but have not yet been paid
to the Executive.
(b) INSURANCE. The Executive shall be entitled to continue, at his
sole cost and expense, his participation in all
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life, disability, major medical and hospitalization insurance plans maintained
by the Bank for his benefit or, in the event that such continuation is not
permitted under the terms of such plans, the Bank shall, at the Executive's
request, arrange for comparable individual plans for the benefit of, but at the
sole expense of, the Executive, or shall provide the Executive with such other
and greater rights as are required by applicable law.
(c) PROFIT SHARING AND PENSION PLANS. The Executive's participation
in all profit sharing, pension, deferred benefit and retirement plans shall
continue through the last day of the Executive's employment, with any
terminating distributions and/or vested rights under such plans being governed
by the terms of such plans.
(d) LOAN PROGRAM. All loans to the Executive under the Bank's loan
program that are outstanding as of the time the Executive's employment ceases
hereunder shall be treated in the same manner as loans are treated upon
Retirement under the Bank's personnel policies in effect on the date hereof.
(e) EDUCATION PROGRAM. The Executive shall be entitled to complete,
at the Bank's expense, all courses in which the Executive is enrolled under the
Bank's Education Program on the date of his termination.
4. CALCULATION METHOD; ADJUSTMENTS TO SEVERANCE PAYMENT
(a) MISCELLANEOUS REDUCTION. The Bank shall have the responsibility for
calculating the Base Amount which shall serve as the basis for calculating the
Severance Payments and shall provide such calculations and the support therefor
to the Executive on the date of his termination, Voluntary Resignation or Forced
Resignation. The Executive shall have a right to cause an audit to be made of
the Bank's calculation of the Base Amount, the Severance Payment and the other
amounts payable hereunder by a certified public accountant, benefits consultant
or similar expert chosen by the Executive. If such audit reveals that the
calculations performed by the Bank were in error or have resulted in the payment
to the Executive of an amount less than that to which he is entitled hereunder,
the Bank shall immediately rectify such underpayment and, in addition, reimburse
the Executive for the cost of performing such audit.
(b) TRANSITION TO RETIREMENT. The Bank and Executive each acknowledge and
agree that the purpose of this Agreement is not to provide unjust enrichment to
Executive, but rather to provide funds or employment security, as the case may
be, during any potential transition as a result of Change of Control.
Accordingly, the parties hereto agree that as Executive approaches retirement
age, the need for providing such support in the event of a Change of Control
decreases proportionately, in part due to retirement and related benefits and
their imminent
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availability to Executive. Based upon such rationale, the Severance Payment
payable to Executive shall decrease as follows:
=================================================================
AGE OF EXECUTIVE AT DATE PERCENTAGE OF EXECUTIVE'S
OF SEVERANCE PAYMENT BASE AMOUNT PAYABLE
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58 250%
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59 225%
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60 200%
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61 175%
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62 150%
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63 125%
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64 100%
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65 0%
=================================================================
5. BANK REGULATORY PROVISION. Notwithstanding any other provision of this
Agreement, the parties agree as follows:
(a) The Bank's board of directors may terminate the Executive's employment
at any time, but any termination by the Bank's board of directors other than
termination for Cause, shall not prejudice the Executive's right to compensation
or other benefits under the Agreement. The Executive shall have no right to
receive compensation or other benefits for any period after termination for
Cause.
(b) If the Executive is suspended and/or temporarily prohibited from
participating in the conduct of the Bank's affairs by a notice served under
section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C.
1818(e)(3) and (g)(1)) the Bank's obligations under the Agreement shall be
suspended as of the date of service unless stayed by appropriate proceedings. If
the charges in the notice are dismissed, the Bank may, in its discretion, (i)
pay the Executive all or part of the compensation withheld while its contract
obligations were suspended or (ii) reinstate (in whole or in part) any of its
obligations which were suspended.
(c) If the Executive is removed and/or permanently prohibited from
participating in the conduct of the Bank's affairs by an order issued under
8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) and
(g)(1)), all obligations of the Bank under the Agreement shall terminate as of
the effective date of the order, but vested rights of the contracting parties
shall not be affected.
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(d) If the Bank is in default (as defined in section 3(x)(1) of the
Federal Deposit Insurance Act), all obligations under the Agreement shall
terminate as of the date of default, but this paragraph 5(d) shall not affect
any vested rights of the contracting parties.
(e) All obligations under the Agreement shall be terminated, except to the
extent determined that continuation of the contract is necessary for the
continued operation of the Bank:
(i) by the Director or his or her designee, at the time the Federal
Deposit Insurance Corporation enters into an agreement to provide assistance to
or on behalf of the Bank under the authority contained in section 13(c) of the
Federal Deposit Insurance Act; or
(ii) by the Director or his or her designee, at the time the Director
or his or her designee approves a supervisory merger to resolve problems related
to operation of the Bank or when the Bank is determined by the Director to be in
an unsafe or unsound condition.
6. FEES AND COSTS. The Bank agrees to advance to Executive all legal
fees, costs, and expenses arising out of or in any way related to or incurred by
the Executive in connection with enforcing any right or benefit provided in this
Agreement, or in interpreting this Agreement, or in contesting or disputing any
termination of the Executive's employment hereunder purportedly for Cause or
other action taken by the Bank hereunder;
7. INDEMNITY. The Bank agrees to and does hereby indemnify and hold
Executive harmless from and against any and all excise taxes payable by the
Executive pursuant to section 4999 of the Internal Revenue Code of 1986, as
amended, as a result of any payment hereunder being deemed an "excess parachute
payment" under Section 280(G) of the Internal Revenue Code of 1986, as amended,
and all further excise taxes and federal and state income taxes (together with
interest and penalty, if any) payable with respect to, or as a result of the
operation of, this indemnification provision, it being the intent of this
Section 7 to "gross up" the amount paid to the Executive so that he is in the
same economic position he would have been but for certain payments hereunder
being deemed excess parachute payments. For purposes of the preceding sentence,
to the extent the payments made under this Agreement, together with other
payments made by SY Bancorp or the Bank to the Executive, cause the total of all
such payments to result in an "excess parachute payment" under Section 280G of
the Internal Revenue Code of 1986, as amended, an ordering rule shall apply
whereby the payments under this Agreement shall be deemed the "excess parachute
payment"; provided, however, in no event shall the amount which is deemed to be
the "excess parachute payment" for purposes of the
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indemnification under this Section 7 exceed the actual "excess parachute
payment" under Section 280G of the Internal Revenue Code of 1986, as amended,
resulting from payments made to the Executive by SY Bancorp or the Bank.
8. MITIGATION. The Executive shall not be required to mitigate the amount
of any payment provided for in its Agreement, whether by seeking other
employment or otherwise, nor shall the amount of any payment provided for herein
be reduced by any compensation earned or received by the Executive as a result
of his employment by another employer following his termination hereunder.
9. COVENANT NOT TO COMPETE. Notwithstanding the terms and provisions of
any other "Officer Non-Solicitation and Confidentiality Agreement" by and
between the Bank and the Executive, which may provide for negation of covenants
not to compete from the Executive to the Bank in the event of a Change in
Control as defined herein, in the event of the receipt by the Executive of
Severance Payments hereunder, the Executive hereby covenants to the Bank, for a
period of eighteen (18) months following the receipt of the Severance Payment as
contemplated herein, Executive will not, directly or indirectly, either for the
Executive or for any other person, entity or company, (i) solicit Customers, or
business patronage, of the Bank for the purpose of providing services which are
identical or similar to services then provided by the Bank either within the
Commonwealth of
Kentucky, or within a radius of fifty (50) miles from the Bank's
offices in Louisville,
Kentucky, (ii) divert or attempt to divert from the Bank
any Customer of the Bank, or (iii) solicit for employment any employee of the
Bank. It is understood that breach of this provision by Executive will result in
irreparable injury to the Bank and, by reason thereof, Executive consents and
agrees that, for any violation of this provision, the rights of the Bank under
the terms of this Agreement may be specifically enforced with injunctive relief
and Executive hereby waives any claim or defense that the Bank has an adequate
remedy at law. This remedy of injunctive relief shall be in addition to the
right of the Bank to pursue any other remedies at law or in equity available to
it, including the recovery of damages and reasonable attorney fees.
10. NOTICES. Any notices, requests, demands and other communications
provided for by this Agreement shall be sufficient if in writing and if sent by
registered or certified mail to the Executive at the last address he has filed
in writing with the Bank or, in the case of the Bank, at its principal executive
offices.
11. GOVERNING LAW. The provisions of this Agreement shall be construed in
accordance with the laws of the Commonwealth of
Kentucky.
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12. AMENDMENT. This Agreement may be amended or cancelled by mutual
agreement of the parties in writing without the consent of any other person and,
so long as the Executive lives, no person, other than the parties hereto, shall
have any rights under or interest in this Agreement or the subject matter
hereof.
13. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the Bank and its successors and assigns; including but not
limited to any successor to the Bank, direct or indirect, resulting from
purchase, merger, consolidation or otherwise. This Agreement shall also be
binding upon the Executive and shall inure to the benefit of the Executive, his
personal or legal representatives, successors, heirs and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
STOCK YARDS BANK & TRUST COMPANY
By: /s/ Xxxxx X. Xxxxx
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Title: Vice Chairman
/s/ Xxxxx X. Xxxxx
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Executive
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