EXHIBIT 10(d)
RESTRICTED STOCK PLAN, AS AMENDED
EXHIBIT 10(d)
REPUBLIC BANCORP INC.
INCENTIVE STOCK PLAN, AS AMENDED
(Formerly known as the Restricted Stock Plan)
WITNESSETH:
WHEREAS, the Board of Directors of Republic Bancorp Inc.
(the "Corporation") adopted a Restricted Stock Plan on March 24, 1986, which
has been amended from time to time by the Board of Directors, most recently
amended February 19, 1998; and
WHEREAS, the name of the Restricted Stock Plan has been
changed to the "Incentive Stock Plan" (the "Plan"); and
WHEREAS, a restatement of the Plan has been authorized;
NOW, THEREFORE, the Plan is hereby restated in its entirety
as follows:
SECTION 1
Purpose
1.1 The purpose of this Plan is to provide an
opportunity for certain key employees of REPUBLIC BANCORP INC. (the
"Corporation") or its subsidiaries to acquire shares of Capital Stock of the
Corporation and thereby to have an additional incentive to contribute to the
prosperity of the Corporation.
SECTION 2
Definitions
The following words have the following meanings unless a
different meaning is plainly required by the context:
2.1 "Corporation" means Republic Bancorp Inc.
2.2 "Plan" means the Incentive Stock Plan of the
Corporation as from time to time in effect.
2.3 "Capital Stock" means the Common Stock (par value
$5.00 per share) of the Corporation.
2.4 "Employee" means any regular salaried or
commissioned employee, including any officer in the service of the
Corporation or any of its subsidiaries. An individual's status as a regular
salaried or commissioned employee shall not be affected by a leave of absence
without pay.
2.5 "Compensation Committee" means the Personnel,
Nominating and Compensation Committee named under Section 3 to administer the
Plan.
2.6 "Incentive Stock" means Capital Stock awarded to
an Employee under Section 3 of the Plan.
2.7 "Restricted Period" shall mean a period of three
(3) years following the date of the award of the Incentive Stock for all
awards made prior to January 16, 1997 and shall mean a period of four (4)
years following the date of the Agreement referenced in Section 4.3 of this
Plan for all awards made on and after January 16, 1997.
2.8 "Recipient" means an Employee to whom Incentive
Stock has been awarded under Section 3 of the Plan.
2.9 "Board" means the Board of Directors of the
Corporation.
2.10 "Subsidiary" means any corporation of which a
majority of the outstanding voting stock is directly or indirectly owned or
controlled by the Corporation, or by one or more subsidiaries.
SECTION 3
Administration
3.1 The Plan shall be administered by its Personnel,
Nominating and Compensation Committee, which shall have authority to award
Incentive Stock under the Plan to any Employee, and to determine all
questions arising in connection with the Plan, including its interpretation.
The Compensation Committee shall be composed of at least two members of the
Board who are disinterested persons. For the purpose of this Plan, a
"disinterested person" shall mean a director who is not, during the one year
prior to service as a member of the Compensation Committee, or during such
service, granted or awarded equity securities pursuant to the Plan or any
other plan of the Corporation or any of its affiliates, except as permitted
by Rule 16b-3(c)(2)(i).
2
All decisions and selections made by the
Compensation Committee shall be final, provided, however, that the
Compensation Committee may not award Incentive Stock to any member of the
Compensation Committee. No member of the Compensation Committee shall be
liable for any action or determination made in good faith with respect to the
Plan or any Incentive Stock awarded under it.
3.2 The awarding of Incentive Stock pursuant to this
Plan shall be entirely within the discretion of the Compensation Committee,
and nothing herein contained shall be construed to give Employee any right to
participate under this Plan or receive any Incentive Stock under it.
SECTION 4
Stock
4.1 The total number of shares of Incentive Stock that
may be awarded under the Plan shall not exceed five per cent (5%) of the
issued and outstanding Capital Stock of the Corporation, except to the extent
of adjustments authorized by Section 4.5, and subject to like adjustments.
4.2 Incentive Stock awarded under the Plan shall be
subject to the restrictions set forth in Section 5.
4.3 The award of Incentive Stock under the Plan shall
be evidenced by an Agreement between the Corporation and the Recipient
containing the terms and conditions of the award as described in Section 5
and such other provisions as the Compensation Committee may deem appropriate.
4.4 Any certificates evidencing shares of Incentive
Stock awarded pursuant to the Plan made prior to January 16, 1997 shall bear
the following legend:
"This certificate is held subject to the terms and
conditions contained in an Agreement dated ______________,
19___, which includes a prohibition against the sale or
transfer of this stock for a period of three (3) years from
the date of issuance."
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Any cetificate evidencing shares of Incentive Stock awarded pursuant to the
Plan made on or after January 16, 1997 shall bear the following legend:
"This certificate is held subject to the terms and
conditions contained in an Agreement dated
________________, 19____, which includes a prohibition
against the sale or transfer of this stock for a period of
four (4) years from the date of said Agreement. "
4.5 If as a result of a stock dividend, stock split,
reverse stock split, recapitalization or other adjustment in the Capital
Stock of the Corporation or as a result of a merger, consolidation or other
reorganization of Corporation, there shall be any increase, decrease or
adjustment in the Capital Stock of the Corporation, an appropriate adjustment
shall be made by the Board in the aggregate number of shares subject to the
Plan, and the maximum number of shares which may be awarded to any person;
provided, however, that any fractional shares resulting from any such
adjustment shall be eliminated.
SECTION 5
Terms and Conditions of Incentive Stock
5.1 The award of Incentive Stock under the Plan shall
be subject to the following terms and conditions, which shall be contained in
the Agreement referred to in Section 4.3:
(a) The Incentive Stock shall be awarded on the
condition that the Recipient remain in the employ of the
Corporation or one or more of its subsidiaries during the
Restricted Period, but such condition shall have no effect
on the right of the Corporation or any such subsidiary to
terminate the Recipient's employment at any time. In
addition, the award of Incentive Stock may be conditioned
upon certain other terms as the Compensation Committee may
require and as set forth in the Agreement referred to in
Section 4.3.
(b) In the event of termination of employment
during the Restricted Period for any reason other than
death, the Recipient's right to the Incentive Stock shall
cease and terminate as of the date of termination and the
Recipient shall surrender to the Corporation such Incentive
Stock.
4
In the event of termination of employment during
the Restricted Period by reason of death, permanent
disability (as defined in Internal Revenue Code Section
22(e)(3)), or normal retirement (defined as retirement age
65 or at an earlier age with the consensus of the
Compensation Committee and ten years service as an
employee), the participant on termination shall be entitled
to that fraction of each Incentive Stock award, the
numerator of which is the number of full calendar months
elapsed from the date of award to the date of termination
and the denominator of which is the number of full calendar
months in the applicable Restriction Period.
A new certificate for such number of shares to
which the participant is entitled shall be issued to the
participant and such shares may be transferred free of the
restrictions under the Plan, except for those described in
Subsection (f) hereof. All remaining Incentive Stock in the
name of the participant shall be surrendered to the
Corporation and the participant's rights to such remaining
Incentive Stock shall cease and terminate as of the date of
termination.
(c) The shares of Incentive Stock shall not be
sold, exchanged, transferred, pledged or otherwise disposed
of by the Employee during the Restricted Period other than
to the Corporation.
(d) If any assignment, pledge, transfer or other
disposition, voluntary or involuntary, of the Incentive
Stock shall be made during the Restricted Period except as
provided above in subsection (b) hereof, the Recipient's
right to the Incentive Stock shall immediately cease and
terminate and the Recipient shall surrender to the
Corporation all such Incentive Stock.
(e) During the Restricted Period, the Recipient
shall have all rights of a stockholder with respect to the
Incentive Stock, including (i) the right to vote any shares
at stockholders' meetings, (ii) the right to receive all
cash dividends paid with respect to such Incentive Stock,
and (iii) the right to participate with respect to such
Incentive Stock in any stock dividend, stock split,
recapitalization, or other adjustment in the Capital Stock
of the Corporation or any merger, consolidation or other
reorganization involving an increase or decrease or
adjustment in the Capital Stock of the Corporation. Any
new, additional or different shares or other security
received by the Recipient pursuant to any such stock
dividend, stock split, recapitalization or reorganization
shall be subject to the same terms, conditions and
restrictions as those relating to the Incentive Stock for
which such shares were received.
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(f) The Recipient shall represent and warrant that
the Recipient is acquiring the Incentive Stock for the
Recipient's own account and investment and without any
intention to resell or distribute the Incentive Stock. The
Recipient shall agree not to resell or distribute such
Incentive Stock after the Restricted Period except upon
such conditions as the Corporation may reasonably specify
to insure compliance with federal and state securities
laws.
(g) All shares awarded under the Incentive Stock
Bonus Agreements shall be deemed a part of and subject to
the terms of this Plan as of the date this amended and
restated Plan is adopted by the Board.
SECTION 6
Effective Date of the Plan
This Plan was effective on March 24, 1986, when it was
first approved by the Board of Directors of the Corporation.
SECTION 7
Amendment of Plan
The Board may amend the Plan at any time.
SECTION 8
Term of Plan
The Board of Directors may terminate the Plan at any time;
provided, however, that such termination shall not affect any awarded
Incentive Stock then outstanding under the Plan.
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SECTION 9
Notices
Any notice or other communication required or permitted to
be made or given hereunder shall be sufficiently made or given if sent by
certified mail addressed to the Recipient at the Recipient's address as set
forth in the regular books and records of the Corporation, and if to the
Corporation, addressed to it at its principal office.
Last amended by the Board of Directors on February 19,
1998.
REPUBLIC BANCORP INC.
By: /s/ Dana M. Cluckey
----------------------------
Dana M. Cluckey
President and
Chief Operating Officer