0001104659-11-011482 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 1st, 2011 • S Y Bancorp Inc • State commercial banks

GRANT OF AWARD. Subject to the terms and conditions of this Agreement and the Plan, Company hereby grants to you a Restricted Stock Award in the amount of shares of Stock (the “Shares”). These shares will be issued to you after you sign this Agreement, but are subject to forfeiture if you terminate employment with Company or its subsidiary, Stock Yards Bank.

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Contract
Director Restricted Stock Award Agreement • March 1st, 2011 • S Y Bancorp Inc • State commercial banks

GRANT OF AWARD. Subject to the terms and conditions of this Agreement and the Plan, Company hereby grants to you a Restricted Stock Award in the number of shares of Stock equal to $12,000, divided by the Fair Market Value per share on the Grant Date (rounded down to the nearest whole share) (the “Shares”). These shares will be issued to you after that Grant Date, provided you have signed this Agreement, but are subject to restriction on transfer as set forth below. The closing Fair Market Value per share on , 20 was$ ; accordingly, the grant is shares of Stock.

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