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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) - $446,000; Mark A. Gooch
(Executive Vice President and Secretary) - $328,500; Michael S. Wasson
(Executive Vice President) - $198,000; Tracy E. Little (Executive Vice
President) - $189,500; and Kevin J. Stumbo (Executive Vice President and
Treasurer) - $174,000.
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·
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No Cash Incentive Compensation
Awards for the Year Ended December 31, 2009. The Company’s named
executive officers were participants in the Company’s Senior Management
Incentive Compensation Plan for the year ended December 31, 2009 (“2009
Plan”). The Committee reviewed the performance measures
established under the 2009 Plan and the level of performance actually
achieved by the Company under the 2009 Plan. Based on its
review, the Committee determined that participants were not entitled to
any award under the 2009 Plan.
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·
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Grants of Restricted
Stock. Restricted stock was granted to the
following named executive officers. The restricted stock was
granted pursuant to the terms of the Company’s 2006 Stock Ownership
Incentive Plan and vest 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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9,642
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Mark
A. Gooch – Executive Vice President and Secretary
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6,428
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Michael
S. Wasson – Executive Vice President
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3,214
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Tracy
E. Little – Executive Vice President
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3,214
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Kevin
J. Stumbo – Executive Vice President and Treasurer
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3,214
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·
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Plan for Incentive
Compensation Awards for the Year Ending December 31,
2010. The Committee approved the Senior Management
Incentive Compensation Plan for the year ending December 31, 2010 (“2010
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 percentage of average assets (ROAA). The
minimum and maximum awards as a percentage 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
target ROAA and target earnings per
share.
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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 percentage 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 target ROAA and
target earnings per share.
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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,
2010)
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COMMUNITY
TRUST BANCORP, INC.
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By:
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Date:
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January
28, 2010
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/s/
Jean R. Hale
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Jean
R. Hale
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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,
2010)
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