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Kentucky
(state
or other jurisdiction of incorporation)
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001-31220
(commission
file number)
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61-0979818
(irs
employer identification no.)
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346
North Mayo Trail, Pikeville, Kentucky
(address
of principal executive offices)
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41501
(zip
code)
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·
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Base Salary
Increases. New annual base salaries were approved for
the following named executive officers: Jean R. Hale (Chairman,
President and Chief Executive Officer) - $437,000; Mark A. Gooch
(Executive Vice President and Secretary) - $322,000; Michael S. Wasson
(Executive Vice President) - $195,000; Tracy E.
Little (Executive Vice President) - $185,500; and Kevin J.
Stumbo (Executive Vice President and Treasurer) -
$172,000.
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·
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No Cash Incentive Compensation
Awards for the Year Ended December 31, 2008. The Company’s named
executive officers were participants in the Company’s Senior Management
Incentive Compensation Plan for the year ended December 31, 2008 (“2008
Plan”). The Committee reviewed the performance measures
established under the 2008 Plan and the level of performance actually
achieved by the Company under the 2008 Plan. Based on its
review, the Committee determined that participants were not entitled to
any award under the 2008 Plan.
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·
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Grants of Restricted
Stock. Restricted stock was granted to the
following named executive officers. The options were granted
pursuant to the terms of the Company’s 2006 Stock Ownership Incentive
Plan, with an exercise price per share of $29.82 (equal to fair market
value on date of grant), a term of 10 years, and vesting in five
years. The restrictions on the restricted stock will
lapse at the end of five years. However, in the event of a
change in control of the Company or the death of the participant, the
restrictions will lapse. In the event of the disability of the
participant, the restrictions will lapse on a pro rata basis (with respect
to 20% of the participant’s restricted stock for each year since the date
of award). The Committee will have discretion to review and revise
restrictions applicable to a participant’s restricted stock in the event
of the participant’s retirement.
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Restricted Stock Granted
(Shares)
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Jean
R. Hale – Chairman and Chief Executive Officer
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1,223
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Mark
A. Gooch – Executive Vice President and Secretary
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815
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Michael
S. Wasson – Executive Vice President
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408
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Tracy
E. Little – Executive Vice President
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408
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Kevin
J. Stumbo – Executive Vice President and Treasurer
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408
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·
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Plan for Incentive
Compensation Awards for the Year Ending December 31,
2009. The Committee approved the Senior Management
Incentive Compensation Plan for the year ending December 31, 2009 (“2009
Plan”). The participation groups under the Plan are: (i) Group I,
consisting of the members of the Executive Committee; (ii) Group II,
consisting of the Company’s officers responsible for certain divisions and
market presidents; and (iii) Group III, consisting of Senior Vice
Presidents of consolidated functions selected for participation by the
Compensation Committee. Individuals below the Senior Vice
President level may be selected by the Compensation Committee for special
option awards for extraordinary
performance.
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o
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Participants
will be eligible for a cash award determined by earnings per share growth
and earnings as a percent of average assets (ROAA). The minimum
and maximum awards as a percent of salary for each group will be: (i)
Group I – minimum award – 5% of salary and maximum award - 45% of salary;
(ii) Group II - minimum award – 4.5% of salary and maximum
award - 15% of salary; and (iii) Group III – minimum award – 4.25% of
salary and maximum award – 12.5% of salary. However, no cash
award will be made to any participant unless the Company attains the
lesser of a target ROAA and target earnings per share or the 50th
percentile of the Company's peer institutions' ROAA and earnings per
share growth.
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o
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Participants
will be eligible to receive stock options (pursuant to the Company’s 2006
Stock Ownership Incentive Plan) with a face value equal to certain
percentages of salary. The minimum and maximum stock option
awards as a percent of salary for each group will be: (i) Group I –
minimum award of 25% of salary and maximum award of 175% of salary; (ii)
Group II – minimum award of 12.5% of salary and maximum award of 80% of
salary; and (iii) Group III – minimum award of 6% of salary and maximum
award of 40% of salary. However, no stock option awards will be
made to any participant unless the Company attains the lesser of a target
ROAA and target earnings per share or the 50th percentile of the Company's
peer institutions' ROAA and earnings per share
growth.
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Exhibit No.
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Description
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10.1
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Senior
Management Incentive Compensation Plan (for the year ending December 31,
2009)
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| COMMUNITY TRUST BANCORP, INC. | |||
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Date:
January 30, 2009
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By:
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/s/ Jean R. Hale | |
| Jean R. Hale | |||
| Chairman, President and Chief Executive Officer | |||
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Exhibit No.
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Description
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10.1
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Senior
Management Incentive Compensation Plan (for the year ending December 31,
2009)
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