(a)
|
Increase the profitability and growth of Community Trust Bancorp, Inc. in a manner which is
consistent with other goals of Community Trust Bancorp, Inc., its stockholders, and its employees;
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(b)
|
Provide executive compensation which is competitive with other financial institutions;
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(c)
|
Attract and retain personnel of outstanding ability and encourage excellence in the performance
of individual responsibilities; and
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(d)
|
Motivate and reward members of the Executive Committee for their contribution to the long-term
success of Community Trust Bancorp, Inc.
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(a)
|
“Annual Long-Term Incentive
Plan” or “Plan” means the 2024 Executive Committee Long-Term Incentive Compensation Plan set forth in this document and all amendments thereto.
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(b)
|
“Board”
means the Board of Directors of Community Trust Bancorp, Inc.
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(c)
|
“Change
in Control” shall have the meaning specified in the Company’s 2015 Stock Ownership Incentive Plan.
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(d)
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“Cumulative
Net Income” shall mean Community Trust Bancorp, Inc.’s cumulative net income for the three (3) years ending December 31, 2024, computed in accordance with generally accepted accounting principles, and giving effect to the accrual
for payment of all incentive compensation.
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(e)
|
“Company”
means Community Trust Bancorp, Inc. and its subsidiaries.
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(f)
|
“Compensation
Committee” means the Compensation Committee of the Board.
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(g)
|
“Disability”
shall have the meaning specified in the Company’s 2015 Stock Ownership Incentive Plan.
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(h)
|
“Effective
Date” means January 1, 2024, the date on which the Plan becomes effective.
|
(i)
|
“Fiscal
Year” means the accounting period adopted by the Company for federal income tax purposes.
|
(j)
|
“Participant”
means each member of the Executive Committee as of January 1, 2024.
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(k)
|
“Performance
Goal” shall have the meaning set forth in Section 7.01 below.
|
(l)
|
“Performance
Period” means the three (3) Fiscal Years beginning on January 1, 2024.
|
(m)
|
“Performance
Unit” shall have the meaning specified in the Company’s 2015 Stock Ownership Incentive Plan, with each Performance Unit to have a potential value of $1.00.
|
(n)
|
“Retirement”
shall have the meaning specified in the Company’s 2015 Stock Ownership Incentive Plan.
|
(o)
|
“Salary”
or “Salaries” means the base salary in effect for each Participant as of the last pay period in December 2024.
|
PARTICIPANTS
|
SALARIES
|
TARGET AWARD
EXPRESSED AS A % OF SALARY |
TARGET AWARD
FUND |
CTBI CEO
|
$
|
X 40%
|
$
|
All Other Members of
the Executive Committee |
$
(aggregate salaries)*
|
X 20%
|
$
|
CUMULATIVE NET
INCOME |
Award as a % of
Target Award |
Award as a % of
CTBI Chief Executive Officer Salary |
Award as a %
of Salary of All Other Members of the Executive Committee |
90% of Target Cumulative Net Income (Minimum)
|
25%
|
10.0%
|
5.0%
|
93% of Target Cumulative
Net Income
|
50%
|
20.0%
|
10.0%
|
96% of Target Cumulative
Net Income
|
75%
|
30.0%
|
15.0%
|
Target Cumulative Net Income (Per Schedule 1)
|
100%
|
40.0%
|
20.0%
|
103% of Target Cumulative Net Income
|
120%
|
48.0%
|
24.0%
|
107% of Target Cumulative Net Income
|
135%
|
54.0%
|
27.0%
|
110.0% of Target Cumulative Net Income (Maximum)
|
150%
|
60.0%
|
30.0%
|
CUMULATIVE NET INCOME TARGETS
|
% OF UNITS EARNED
|
|
$225 Million
|
25%
|
|
$232 Million
|
50%
|
|
$240 Million
|
75%
|
|
Target
|
$250 Million
|
100%
|
$257 Million
|
120%
|
|
$267 Million
|
135%
|
|
$275 Million
|
150%
|