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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) - $422,000; Mark
A.
Gooch (Executive Vice President and Secretary) - $321,000; Michael
S.
Wasson (Executive Vice President) - $190,000; Tracy E. Little (Executive
Vice President) - $180,000; and James Draughn (Executive Vice
President) - $177,500.
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·
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No
Cash Incentive Compensation Awards for the Year Ended December 31,
2007. The Company’s named executive officers were participants in the
Company’s Senior Management Incentive Compensation Plan for the year ended
December 31, 2007 (“2007 Plan”). The Committee reviewed the
performance measures established under the 2007 Plan and the level
of
performance actually achieved by the Company under the 2007
Plan. Based on its review, the Committee determined that
participants were not entitled to any award under the 2007
Plan.
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·
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Grants
of Options and Restricted Stock. Retention options
and restricted stock were 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 $28.32 (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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Options
Granted (Shares)
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Restricted
Stock Granted (Shares)
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Jean
R. Hale – Chairman and Chief Executive Officer
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6,250
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1,420
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Mark
A. Gooch – Executive Vice President and Secretary
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5,000
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1,136
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Michael
S. Wasson – Executive Vice President
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3,750
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852
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Tracy
E. Little – Executive Vice President
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3,750
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852
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James
Draughn – Executive Vice President
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3,750
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852
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·
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Plan
for Incentive Compensation Awards for the Year Ending December 31,
2008. The Committee approved the Senior Management
Incentive Compensation Plan for the year ending December 31, 2008
(“2008
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
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 – 10% of salary and maximum award - 60% of salary; (ii)
Group II - minimum award – 9% of salary and maximum award - 30%
of salary; and (iii) Group III – minimum award – 8.5% of salary and
maximum award – 25% of salary. However, no cash award will be made to any
participant unless the Company attains a 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 percent of salary for each group will be: (i) Group I
–
minimum award of 100% of salary and maximum award of 200% of salary;
(ii)
Group II – minimum award of 50% of salary and maximum award of 100% of
salary; and (iii) Group III – minimum award of 25% of salary and maximum
award of 50% of salary. However, no stock option awards will be
made to any participant unless the Company attains a 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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Form
of Restricted Stock Agreement
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10.2
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Senior
Management Incentive Compensation Plan (for the year ending December
31,
2008)
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| Community Trust Bancorp, Inc. | |||
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Date:
February 1, 2008
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By:
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/s/ Jean
R.
Hale
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| 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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Form
of Restricted Stock Agreement
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10.2
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Senior
Management Incentive Compensation Plan (for the year ending December
31,
2008)
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