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Exhibit 10.2
Form of Stock
Appreciation Right
Grant Agreement
(five year vesting)
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S.Y. BANCORP, INC.
STOCK APPRECIATION RIGHT
GRANT AGREEMENT
This Stock Appreciation Right Grant Agreement dated as of __________,
20______ (the "Grant Date"), is between S.Y. Bancorp, Inc. (the "Company")
and _______________________________ (the "Grantee").
RECITALS
A. The Company adopted the S.Y. Bancorp, Inc. 2005 Stock Incentive Plan
(the "Plan"). The Plan is administered by the Compensation Committee of
the Board of Directors (the "Committee").
B. The Committee has designated Grantee as a Participant in the Plan, and
wishes to set forth in this Agreement the Grantee's a right to receive
shares of Common Stock equal in value to the difference between the
Fair Market Value of a certain number of shares at this Grant Date and
the Fair Market Value of those Shares on the date the Grantee exercises
the right (a "Stock Appreciation Right," or "SAR"), subject to the
terms of this Agreement.
AGREEMENTS
The Grantee and the Company agree as follows:
1. Grant of Stock Appreciation Right. The Company grants to Grantee a
stock appreciation right ("SAR") with respect to a total of _______ shares of
Common Stock (the "Shares"), on the terms and conditions set forth below and in
the Plan.
2. Exercise Price. The exercise price of this SAR is $___________ per
share, which is equal to the Fair Market Value of the Common Stock on the Grant
Date.
3. Term. This SAR is not exercisable and shall terminate after the
expiration of 10 years from the Grant Date and may terminate on an earlier date
in the event of Grantee's Termination of Employment with Stock Yards Bank &
Trust Company (the "Bank"). An unexercised (or as-yet unvested) SAR shall lapse
and become unexerciseable 3 months following Grantee's Termination of
Employment, unless the termination is caused by death, in which case it shall
continue to be exercisable for 12 months, or on account of Disability (as
determined under a long term disability Plan of the Bank) or retirement
(termination after age 60), in which cases Grantee's right to exercise the SAR
(to the extent then vested) will continue until the 10-year expiration date.
4. Vesting; Period of Exercise. If not earlier terminated pursuant to
the Plan or terms of this Agreement, this SAR is first exercisable, in the
portions indicated in the vesting schedule below, and once so vested remains
exercisable until it lapses or terminates as provided herein and in the Plan:
If there has not been a
Termination of Employment then
on the following Anniversary(ies)
of Grant Date this % of the SARs becomes vested
--------------------------------- ---------------------------------
1 year 20%
2 years 40%
3 years 60%
4 years 80%
5 years 100%
5. Method of Exercise of SAR. Each exercise of this SAR shall be in
writing (substantially in the form of Exhibit A hereto), signed by the Grantee,
and received by the Company in its principal executive office. The Grantee may
exercise this SAR with respect to less than the total number of Shares; provided
that no partial exercise of this SAR may be made with respect to a fraction of a
Share to which it is subject. Upon exercise of this SAR, and conditioned upon
Grantee having made satisfactory arrangements for payment of the tax withholding
related thereto in accordance with paragraph 6 below, the Grantee shall receive
from the Company certificates issued in the Grantee's name for number of whole
shares of Common Stock (rounded down in the case of a fraction) equal to the
amount determined by dividing (A) the product of (i) the difference between the
Fair Market Value on the date of exercise over the Exercise Price, times (ii)
the number of Shares with respect to which this SAR is exercised, by (B) the
Fair Market Value of a Share on the date of exercise.
6. Tax Withholding. The Company or Bank may withhold or retain from any
payment to Grantee (whether or not such payment is made pursuant to this
Agreement) or take such other action which Company deems necessary to satisfy
any income or other tax withholding requirements as a result of the exercise of
the SARs. Grantee may elect to satisfy any federal and state tax withholding
requirements through a reduction in the number of shares of Stock actually
transferred to Grantee under the Plan upon the exercise of the SARs. If Grantee
is subject to the requirements of Section 16 of the Securities Exchange Act of
1934, as amended, any such election and any such reduction must be effected in
accordance with the conditions of Rule 16b-3 or any successor rule or regulation
thereunder.
7. Definitions. Unless provided to the contrary in this Agreement, the
definitions contained in the Plan and any amendments thereto shall apply to this
Agreement.
8. Nontransferability of SAR. This SAR shall not be transferable other
than by will or the laws of descent or distribution and shall be exercisable,
during the Grantee's lifetime, only by Grantee.
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9. Restrictions Imposed by Law. Notwithstanding any other provision of
this Agreement, Grantee agrees that Grantee shall not exercise this SAR and that
the Company will not be obligated to deliver any shares of Common Stock or make
any cash payment if counsel to the company determines that such exercise,
delivery or payment would violate any law or regulation of any governmental
authority or any agreement between the Company and any national securities
exchange upon which the Common Stock is listed. The Company shall in no event be
obligated to take any affirmative action in order to cause the exercise of this
SAR to comply with any law or regulation of any governmental authority.
10. Employment Relationship. Nothing in this Agreement or in the Plan
shall limit the right of the Bank or the Company to terminate Grantee's
employment or other form of service relationship or otherwise impose any
obligation to employ and/or retain Grantee as a service provider.
11. Shareholder Status. Grantee shall have no rights as a shareholder
with respect to any shares of Stock under this Agreement until such shares have
been duly issued and delivered to Grantee, and no adjustment shall be made for
dividends of any kind or description whatsoever or for distributions of other
rights of any kind or description whatsoever respecting the Shares except as
expressly set forth in the Plan.
12. Modification, Amendment and Cancellation. The Board of Directors of
Bancorp shall have the right unilaterally to modify, amend or cancel this Option
in accordance with the terms of the Plan, and, in particular, shall have the
right under the Plan to cancel this Option if not exercised before a sale or
certain other corporate transactions to the extent provided in the Plan.
13. Provisions Consistent with Plan. This Agreement is intended to be
construed to be consistent with, and is subject to, all applicable provisions of
the Plan, which is incorporated herein by reference. In the event of a conflict
between the provisions of this Agreement and the Plan, the provisions of the
Plan shall prevail.
S.Y. BANCORP, INC.
By: _______________________________
Title: _______________________________
Date: _______________________________
GRANTEE:
________________________________________
[Name of Grantee]
(acknowledging receipt and conditions to
exercise set out above)
Date: _________________________________
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EXHIBIT A
Notice of Stock Appreciation Right Exercise
I hereby exercise my stock appreciation right ("SAR") with respect to the number
of shares of common stock of S.Y. Bancorp, Inc (the "Company") shown below
pursuant to the S.Y. Bancorp, Inc 2005 Stock Incentive Plan:
Date of SAR Grant Agreement: _____________________
Number of shares with respect to which the grant is being exercised: ______
Exercise price per share: ____________________
I understand that before I receive my certificate for the shares referenced
above, the Company requires me to remit to it an amount sufficient to satisfy
any outstanding amounts due to the Company and to satisfy any federal, state or
local withholding tax requirements. Therefore, I hereby make arrangements for
that tax withholding as follows (check one):
|_| Please withhold taxes related to this exercise from my next
available regular wages from the Bank.
|_| Please reduce the shares to be issued upon exercise of this
SAR by an amount equal to the tax withholding required.
|_| Attached is a check for tax withholding.
__________________________________________
Signature
__________________________________________
Print Name
Date: ____________________________________
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