EXHIBIT 4.7
REPUBLIC BANCORP INC.
INCENTIVE STOCK PLAN, AS AMENDED
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
January 16, 1997 and February 19, 1998; and
WHEREAS, the name of the Restricted Stock Plan has been
changed to the "Incentive Stock Plan" (the "Plan"); and
WHEREAS, an amendment of the Plan has been authorized.
NOW, THEREFORE, the Plan is hereby amended 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).
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 four (4) years from the date of said
Agreement."
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.
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.
(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.
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