UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 
Date of Report (date of earliest event reported):  March 15, 2016
 
STOCK YARDS BANCORP, INC.
(Exact name of registrant as specified in its charter)
 
 
Kentucky
(State or other jurisdiction of
incorporation or organization)
1-13661
(Commission File Number)
61-1137529
(I.R.S. Employer
Identification No.)
 
1040 East Main Street, Louisville, Kentucky, 40206
(Address of principal executive offices)
 
(502) 582-2571
(Registrant's telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
ITEM 5.02.
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF   DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY   ARRANGEMENTS OF CERTAIN OFFICERS .
 
 
 
Effective March 15, 2016, the Compensation Committee of the Board of Directors of Stock Yards Bancorp, Inc. (the "Company") approved the forms of grant agreements for two types of equity compensation awards for executive officers under the Company's 2015 Omnibus Equity Compensation Plan (the "Plan"), and awarded 46,107 Performance-Vested Stock Units (PSUs) and 58,257 Stock Appreciation Rights (SARs), to a group consisting of the Chief Executive Officer and seven other executives of the Company's subsidiary, Stock Yards Bank & Trust Company.

The PSUs will each vest if and to the extent that certain financial performance is achieved in a three-year performance period (2016-2018 in the case of the most recent awards) and will entitle each grantee to issuance of one share of common stock for each vested PSU shortly after expiration of that three-year performance period. Vesting is based on two equally weighted criteria. The first is the Company's aggregate earnings per share during that period, compared to threshold, target and maximum EPS goals approved by the Committee. The second criteria measures where the Company falls in a percentile ranking among peers' return on average assets. The peer group to which the Company will be ranked includes all publicly traded banks with assets between $1.5 and $6.0 billion, as ranked by SNL Financial. Each award is subject to the Performance-Vested Stock Unit Grant Agreement between the Company and each of the executive officers, with the form of such agreement being the same in each case.

The granted PSUs generally require the executive to remain employed until the end of the performance period in order to vest and be paid in shares of common stock, with prorated awards still paid to those who leave the Bank mid-cycle due to death, disability or termination on or after age 60 with 10 or more years of service. PSUs also vest at the target level (40% of the maximum) if a change of control occurs before the performance period ends and are paid out shortly after the change of control if one occurs. Executives do not receive the benefit of any dividends or other distributions paid on stock related to PSUs until after the stock is actually issued, if vested, at the end of the performance period. In addition, PSUs are subject to clawback under the Company's clawback policy, and the stock issued at the end of the performance period (net of shares withheld for taxes) must be retained for a minimum holding period of one year, unless the executive's employment ends earlier.

The SARs were granted subject to a Stock Appreciation Right Grant Agreement between the Company and each of the executive officers, with the form of such agreement being the same in each case. The SARs vest and become exercisable in 20% increments each year beginning 12 months after grant, until they are fully vested and exercisable 5 years after the grant date, unless a change of control occurs earlier and the executive's employment ends within 24 months thereafter, in which event vesting/exercisability accelerates.  Each SAR entitles the executive to receive a number of shares of the common stock of the Company equal in value (based on the closing price on the date exercised) to the difference between the closing price of the Company's shares on March 15, 2016, and the closing price of the shares on the date of exercise, provided that no fractional shares will be issued. Executives may have taxes due as a result of exercise taken from other wages, pay those taxes to the Bank in cash, or may have the Bank reduce the number of shares issuable upon exercise by an amount sufficient to cover any tax withholding obligation.

SARs may generally be exercised from the date first vested until 10 years after the grant date, but that exercise period is cut short if the executive terminates service for the Company and its subsidiary sooner (to no more than 3 months to exercise thereafter), unless the termination was due to disability or occurred on or after age 60 when the executive had 10 or more years of service (in which cases SARs may be exercised until the 10-year lapse date), or was due to death (in which case SARs may be exercised for 12 months after termination).

The foregoing description of the PSU and SAR grant agreements is qualified in its entirety by the full text of the respective forms of agreement, which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.
 
 
 
 
 
 
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
 
 
 
D.        Exhibits
 
10.1              Form of Stock Yards Bancorp, Inc. Performance-Vested Stock Unit Grant    Agreement
 
10.2              Form of Stock Yards Bancorp, Inc. Stock Appreciation Right Grant    Agreement
 
 
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Date: March 17, 2016 
STOCK YARDS BANCORP, INC.
 
       
 
By:
/s/ Nancy B. Davis  
    Nancy B. Davis, Executive Vice  
    President, Treasurer and Chief  
    Financial Officer   
 
 
 
 
Exhibit 10.1
 
 
 
STOCK YARDS BANCORP, INC.

PERFORMANCE-VESTED STOCK UNIT
GRANT AGREEMENT

This is a Performance-Vested Stock Unit (" PSU ") Grant Agreement (this " Agreement " or " Award ") dated as of _____________________, 20___ (the " Grant Date "), is between Stock Yards Bancorp, Inc. (the " Company ") and _______________________________ (the " Grantee ").

RECITALS

A. The Company adopted the Stock Yards Bancorp, Inc. 2015 Omnibus Equity Compensation Plan (the " Plan "). The Plan is administered by the Compensation Committee of the Board of Directors (the " Committee ").

B. The Committee has designated the Grantee as a Participant in the Plan, and wishes to set forth in this Agreement the Grantee's right to receive up to that number of PSUs set forth herein. Each PSU represents the right to receive one share of the Company's Stock, subject to the terms and conditions set forth in this Agreement and the Plan.

AGREEMENTS

The Grantee and the Company agree as follows:

1.   Grant of PSUs . The Company grants to the Grantee _____________ PSUs (the " Maximum Number ") on the terms and conditions set forth below and in the Plan.

2.   Transfer Restriction on PSUs . Until the delivery of shares of Company Stock with respect to the PSUs in accordance with the terms of this Award, the PSUs may not be sold, transferred, pledged, exchanged, hypothecated or otherwise disposed of, other than by will or pursuant to the applicable laws of descent and distribution. Any attempted sale, transfer, pledge, exchange, hypothecation or other disposition of the PSUs not specifically permitted by the Plan or this Award shall be null and void and without effect.

3.   Performance Restrictions; Vesting and Payment . Except as provided in Sections 4 or 5 below, if and to the extent that the performance criteria set forth on Exhibit A attached hereto are met as of the end of the Performance Period, as determined by the Committee, the resulting Applicable Percentage of the Maximum Number of PSUs shall vest and become nonforfeitable. Any PSUs that do not vest in accordance with the foregoing provisions of this Section 3 shall terminate as of the end of the Performance Period. The Applicable Percentage shall be determined by the Committee in March following the end of the Performance Period and applied to the Maximum Number then rounded down to a whole number of shares, and the resulting number of shares of Company Stock will be issued in satisfaction of the Award before the end of that month. Any such determination by the Committee shall be final and binding.

4.   Separation from Service Prior to the End of the Performance Period . In the event of the Grantee's Separation from Service prior to the end of the Performance Period, the following provisions shall apply:

4.1   Except as expressly provided below in Sections 4.2 or 5, in the event of the Grantee's Separation for any reason prior to the end of the Performance Period, the PSUs held by the Grantee shall be automatically forfeited by the Grantee as of the date of Grantee's Separation. Neither the Grantee nor any of the Grantee's successors, heirs, assigns or personal representatives shall have any rights or interests in any PSUs that are so forfeited.
 
 
 
4.2   Notwithstanding Section 4.1, if the Grantee experiences a Separation as the result of (i) the Grantee's death, (ii) Disability, or (iii) on or after age 60 when the Grantee has at least 10 years of service (a " Qualifying Termination "), a pro rata portion of the Company Stock with respect to the PSUs shall be issued at the time set forth in Section 3 above, as set forth below:

4.2.1   In the event of a Qualifying Termination prior to completion of the Performance Period, the Applicable Percentage of PSUs shall be determined through the end of the Performance Period in the same manner as it would for a Participant who is still in service on that date, but that percentage shall be subject to further adjustment equal to (i) the number of PSUs subject to the Award that would have vested in accordance with Section 3 above (assuming no Separation from Service had occurred), multiplied by (ii) a service fraction, the numerator of which is the number of full months the Grantee was employed or rendering services following the Grant Date through the date of the Grantee's Separation, and the denominator of which is the number of months in the Performance Period. Any PSUs that do not vest in accordance with the foregoing provisions of this Section 4.2.1 shall terminate and be forfeited as of the end of the Performance Period.

4.2.2   Notwithstanding Section 4.2.1, if a 409A Change (as defined below) occurs after a Qualifying Termination and prior to completion of the Performance Period, upon the date of the 409A Change, the Grantee shall vest in a prorated number of PSUs determined as described in Section 5 below, but multiplied by a service fraction, the numerator of which is the number of full months the Grantee was rendering services following the Grant Date through the date of the Grantee's Separation, and the denominator of which is the number of months in the Performance Period that expired between the Grant Date and the 409A Change. Such number of PSUs shall be paid in cash or by delivery of shares of stock as provided in Section 5 below. Any PSUs that do not vest under this provision shall terminate and be forfeited as of the date of the Change of Control.

5.   Change of Control . In the event a Change of Control which also constitutes a change in ownership or effective control or a change in ownership of a substantial portion of the assets of the Company within the meaning of Section 409A of the Code (a " 409A Change ") occurs prior to both completion of the Performance Period and a Separation from Service (other than a Qualifying Termination, which shall be governed by Section 4.2.2 above), a number of PSUs shall become fully vested on the date of such 409A Change as if all performance were at the Target performance level set out on Exhibit A for the Performance Period. Absent a decision by the Committee consistent with Section 16.2 of the Plan to have the securities of the surviving entity resulting from the Change of Control substituted for the number of shares of Company Stock that would otherwise have been issued based on such vesting, each vested PSU shall be converted to cash based on the Fair Market Value received by shareholders of record for Company Stock in the Change of Control. Within 5 days after the 409A Change, such cash amount or the surviving company's stock (as the case may be) shall be paid or delivered to the Grantee. Any PSUs that do not vest under this provision shall terminate and be forfeited as of the date of the Change of Control.

6.   Tax Withholding . The Company (or Stock Yards Bank & Trust, as the employer) shall withhold from wages otherwise due, or retain from any payment to the Grantee in respect of the PSUs, or take such other action which Company deems necessary to satisfy any income or other tax withholding requirements as a result of the vesting of PSUs and issuance of Company Stock related thereto. Unless an affirmative election is made by the Participant before the end of the Performance Period (or Change of Control, if earlier) to (i) remit already-owned shares of Company Stock, (ii) remit a cash payment, (iii) to have amounts debited from other wages due, or (iv) some combination thereof, the Grantee shall be deemed to have elected to satisfy any federal and state tax withholding requirements through a reduction in the number of shares of Company Stock issuable upon vesting, equal to their Fair Market Value based on the amount of withholding taxes reasonably estimated by the Company to be due upon vesting.
 
 
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7.   Delay in Payment to Specified Employees . Notwithstanding anything herein to the contrary, the date of delivery of Company Stock (or cash in lieu thereof if required hereby) to the Grantee shall be delayed if payment would otherwise be required hereunder after Separation from Service (other than on account of Death) and before 6 months have elapsed from the date of the Separation from Service, if the Grantee is a Specified Employee and the circumstances of payment require delay under 409A of the Code. " Specified Employee " shall have the meaning given in Treas. Reg. § 1.409A-1(i) (or any successor thereto) using the prior calendar year as the determination period.

8.   Definitions .

8.1   " Separation from Service " or simply " Separation " as used herein shall mean the date the Company and the Grantee reasonably anticipate that the Grantee will not perform any further services for the Company or any other entity considered a single employer with the Company under Section 414(b) or (c) of the Code (inserting in lieu of 80% each time it is used thereunder with 50%) (together referred to herein as the " Controlled Group "). A Grantee shall not be considered to have incurred a Separation if the Grantee changes to part-time status, or serves as both member of the Board of Directors and as an employee, and only one of those two service arrangements ends, such that vesting of PSUs will continue as long as one or the other service arrangement continues during a Performance Period. The Grantee will not be treated as having a Separation from Service while on military leave, sick leave or other bona fide leave of absence if the leave does not exceed six months or, if longer, the period during which the Grantee has a reemployment right with the corporation by statute or contract. If a bona fide leave of absence extends beyond six months, a Separation from Service will be deemed to occur on the first day after the end of such six-month period, or on the day after the Grantee's statutory or contractual reemployment right lapses, if later.

8.2   Capitalized terms used in this Agreement and not defined herein shall have the meanings given in the Plan.

9.   Restrictions Imposed by Law . Notwithstanding any other provision of this Agreement, the Grantee agrees that the Company will not be obligated to deliver any shares of Company Stock if counsel to the Company determines that such exercise, delivery or payment would violate any law or regulation of any governmental authority or any agreement between the Company and any national securities exchange upon which the Company Stock is listed.

10.   No Shareholder Status; No Dividends . The Grantee shall have no rights as a shareholder with respect to any PSUs or shares of Company Stock under this Agreement until such shares have been duly issued and delivered to the Grantee. No adjustment shall be made for dividends of any kind or description whatsoever or for distributions of other rights of any kind or description whatsoever respecting the shares prior to such issuance. Grantee shall have no Dividend Equivalent rights hereunder.

11.   Modification, Amendment and Cancellation . The Committee or Board of Directors of the Company shall have the right unilaterally to modify, amend or cancel this Award in accordance with the terms of the Plan. This Award shall be subject to adjustment for changes in the Company's capitalization as provided in the Plan.
 
 
 
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12.   Provisions Consistent with Plan . This Agreement is intended to be construed to be consistent with, and is subject to, all applicable provisions of the Plan, including Section 8 thereof, and the Plan is incorporated herein by reference. In the event of a conflict between the provisions of this Agreement and the Plan, the provisions of the Plan shall prevail.

13.   Clawback . By accepting the grant made under this Agreement, the Grantee agrees that the Company may recover some or all of the Company Stock transferred to the Grantee under this Agreement, or recoup some or all of the value thereof via offset from other amounts owed to the Grantee by the Company or its affiliate bank, at any time in the three calendar years following such Company Stock's delivery to the Grantee, if and to the extent that the Company's compensation committee concludes that (i) federal or state law or the listing requirements of the exchange on which the Company's stock is listed for trading so require, (ii) the performance criteria required herein were not met, or not met to the extent necessary to support delivery of the same number of shares, or (iii) as required by Section 304 of the Sarbanes-Oxley Act of 2002, after a restatement of the Company's financial results as reported to the Securities and Exchange Commission. The Grantee agrees to promptly comply with any Company demand for recovery or recoupment.

14.   Post-Vesting Holding Requirement . By accepting delivery of any Company Stock (net of such shares withheld for taxes as provided in Section 6 above) at vesting of a PSU hereunder, the Grantee accepts and agrees to the following restriction on transfer of that Company Stock, for a period of 12 months following its issuance hereunder, or, if earlier, until the date that the Grantee incurs a Separation from Service (the " Holding Period "). During the Holding Period, the Grantee may not sell, assign, gift or otherwise transfer the Company Stock delivered hereunder, other than in connection with a Change of Control. The Company may hold the Grantee's issued Company Stock in escrow during this Holding Period, or may place a legend on such certificates, as it deems necessary or appropriate to enforce this holding requirement.
 
 
 
STOCK YARDS BANCORP, INC.
 
 
 
 
 
 
By:
 
 
 
 
 
 
 
Title:
 
 
 
 
 
 
 
Date:
 
 
 
 
 
 
 
 
 
 
 
GRANTEE:
 
 
 
 
 
 
 
 
 
 
 
 
Signature
 
 
 
Printed Name:
 
 
 
 
 
 
 
 
 
 
 
(acknowledging receipt and conditions set out above)
 
 
 
 
 
 
Date:
 
 
 

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EXHIBIT A

PERFORMANCE-BASED VESTING

Subject to Sections 4 and 5 of this Grant Agreement, the PSUs shall vest and become nonforfeitable in the Applicable Percentage of the Maximum Number of PSUs. The Applicable Percentage shall range from 0-100% and shall be determined based on the Company's actual Three-Year Aggregate EPS for the Performance Period, plus the Company's Percentile ROAA Ranking for the Performance Period, with the portion of the Applicable Percentage related to each performance measure as set forth in the charts below:
 
 
Percentile ROAA Ranking
 
Applicable Percentage
Maximum: 90th or higher
 
50%
Target: 75th   – 89th
 
20%
Threshold: 60th – 74th
 
8%
59 th or below
 
0%
 
 
Plus
 
 
Three-Year Aggregate EPS
 
Applicable Percentage
Maximum: $____ or more
 
50%
Target: $____-$____
 
20%
Threshold: $____-$____
 
8%
Below $____
 
0%
 
 
 

For example, if at the end of the Performance Period the Committee determined that the Company ranked above the 90 th percentile to peers in ROAA, and had Three-Year Aggregate EPS of $____, the Applicable Percentage would be 100% and the Maximum Number of PSUs would be converted to and paid in shares of Company Stock.

Any PSUs that do not vest based on the performance requirements set forth in this Exhibit A (and which have not previously terminated pursuant to the terms of the Grant Agreement) will automatically terminate as of the last day of the Performance Period.

For purposes of the Award, the following definitions shall apply:

·
" EPS " means the diluted earnings per share of the Company as determined for financial reporting purposes consistent with Financial Accounting Standard 128 (now ASC 260), excluding any acquisition costs and restructuring adjustments made to EPS as a result of a business combination that occurs during the Performance Period in accordance with Financial Accounting Standard 141 (revised; now ASC 805).

·
" Three-Year Aggregate EPS " means the total of the Company's EPS in each of the years in the Performance Period.

·
" Percentile Ranking " means the percentile ranking of the simple average of the Company's Return on Average Assets (ROAA) for the years in the Performance Period, as compared to the simple average ROAA of all public banks with between $___ billion and $___ billion in total assets,   as measured and published by SNL Financial or its successor.

·
" Performance Period " means the period commencing on the January 1 immediately prior to the Grant Date and ending three years thereafter.
 
 
 
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·
" ROAA " or Return on Average Assets " means the Company's (or peer companies') net income divided by average assets for a calendar year, with average assets determined based on assets as of the same reporting periods for the Company as is used in determining average assets in SNL Financial's rankings each year.

The Committee shall make all determinations regarding the achievement of Percentile ROAA Ranking and Three-Year Aggregate EPS based on Company financial statements as filed with the Securities and Exchange Commission, and the peer group rankings based on publicly available information, and the determination of the Committee shall be final and binding on all parties.

*   *   *   *   *
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Exhibit 10.2
 
 
STOCK YARDS BANCORP, INC.

STOCK APPRECIATION RIGHT
GRANT AGREEMENT

This Stock Appreciation Right Grant Agreement dated as of _____________________, 20______ (the " Grant Date "), is between Stock Yards Bancorp, Inc. (the " Company ") and _______________________________ (the " Grantee ").

RECITALS

A. The Company adopted the Stock Yards Bancorp, Inc. 2015 Omnibus Equity Compensation Plan (the " Plan "). The Plan is administered by the Compensation Committee of the Board of Directors (the " Committee ").

B. The Committee has designated Grantee as a Participant in the Plan, and wishes to set forth in this Agreement the Grantee's right to receive shares of Company Stock equal in value to the difference between the Fair Market Value of a certain number of shares at this Grant Date and the Fair Market Value of those Shares on the date the Grantee exercises the right (a " Stock Appreciation Right ," or " SAR "), subject to the terms of this Agreement.

AGREEMENTS

The Grantee and the Company agree as follows:

1.   Grant of Stock Appreciation Right . The Company grants to Grantee a Stock Appreciation Right with respect to a total of _______ shares of Company Stock (the " Shares "), on the terms and conditions set forth below and in the Plan.

2.   Exercise Price . The exercise price of this SAR is $___________ per share, which is equal to the Fair Market Value of the Company Stock on the Grant Date.

3.   Term . This SAR is not exercisable and shall terminate after the expiration of 10 years from the Grant Date and may terminate on an earlier date in the event of Grantee's Separation from Service. An unexercised (or as-yet unvested) SAR shall lapse and become unexerciseable 3 months following Grantee's Separation from Service, unless the termination is caused by death, in which case it shall continue to be exercisable for 12 months, or on account of Disability or Separation from Service on or after age 60 with at least 10 years of service, in which cases Grantee's right to exercise the SAR (to the extent vested at such Separation) will continue until the 10-year expiration date.

4.   Vesting; Period of Exercise .   If not earlier terminated pursuant to the Plan or terms of this Agreement, this SAR is first exercisable, in the portions indicated in the vesting schedule below, and once so vested remains exercisable until it lapses or terminates   as provided herein and in the Plan. If there has not been a Separation from Service then the SARs will vest as follows:
 
Anniversary of Grant Date
 
% of SARs Vested
1 year anniversary
 
20%
2 year anniversary
 
40%
3 year anniversary
 
60%
4 year anniversary
 
80%
 
 
5.   Accelerated Vesting . In the event of a Separation from Service occurring within 24 months following a Change of Control, the SARs shall automatically accelerate and become fully exercisable.

6.   Method of Exercise of SAR . Each exercise of this SAR shall be in writing (substantially in the form of Exhibit A hereto), signed by the Grantee, and received by the Company in its principal executive office. The Grantee may exercise this SAR with respect to less than the total number of Shares; provided that no partial exercise of this SAR may be made with respect to a fraction of a Share to which it is subject. Upon exercise of this SAR, and conditioned upon Grantee having made satisfactory arrangements for payment of the tax withholding related thereto in accordance with Section 7 below, the Grantee shall receive from the Company certificates issued in the Grantee's name for number of whole shares of Company Stock (rounded down in the case of a fraction) equal to the amount determined by dividing (A) the product of (i) the difference between the Fair Market Value on the date of exercise over the Exercise Price, times (ii) the number of Shares with respect to which this SAR is exercised, by (B) the Fair Market Value of a Share on the date of exercise.

7.   Tax Withholding . The Company may withhold or retain from any payment to Grantee (whether or not such payment is made pursuant to this Agreement) or take such other action which Company deems necessary to satisfy any income or other tax withholding requirements as a result of the exercise of the SARs. Grantee may elect to satisfy any federal and state tax withholding requirements through a reduction in the number of shares of Stock actually transferred to Grantee under the Plan upon the exercise of the SARs. If Grantee is subject to the requirements of Section 16 of the Securities Exchange Act of 1934, as amended, any such election and any such reduction must be effected in accordance with the conditions of Rule 16b-3 or any successor rule or regulation thereunder.

8.   Definitions .
 
8.1   " Separation from Service " or simply " Separation " as used herein shall mean the date the Company and the Grantee reasonably anticipate that the Grantee will not perform any further services for the Company or any other entity considered a single employer with the Company under Section 414(b) or (c) of the Code (inserting in lieu of 80% each time it is used thereunder with 50%) (together referred to herein as the "Controlled Group"). A Grantee shall not be considered to have incurred a Separation if the Grantee changes to part-time status, or serves as both member of the Board of Directors and as an employee, and only one of those two service arrangements ends, such that exercisability and vesting of this SAR will continue as long as one or the other service arrangement continues. The Grantee will not be treated as having a Separation from Service while on military leave, sick leave or other bona fide leave of absence if the leave does not exceed six months or, if longer, the period during which the Grantee has a reemployment right with the corporation by statute or contract. If a bona fide leave of absence extends beyond six months, a Separation from Service will be deemed to occur on the first day after the end of such six-month period, or on the day after the Grantee's statutory or contractual reemployment right lapses, if later.
 
8.2   Capitalized terms used in this Agreement and not defined herein shall have the meanings given in the Plan.

9.   Nontransferability of SAR . This SAR shall not be transferable other than by will or the laws of descent or distribution and shall be exercisable, during the Grantee's lifetime, only by Grantee.
 
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10.   Restrictions Imposed by Law. Notwithstanding any other provision of this Agreement, Grantee agrees that Grantee shall not exercise this SAR and that the Company will not be obligated to deliver any shares of Company Stock or make any cash payment if counsel to the company determines that such exercise, delivery or payment would violate any law or regulation of any governmental authority or any agreement between the Company and any national securities exchange upon which the Company Stock is listed. The Company shall in no event be obligated to take any affirmative action in order to cause the exercise of this SAR to comply with any law or regulation of any governmental authority.

11.   Service Relationship . Nothing in this Agreement or in the Plan shall limit the right of the Company to terminate the Grantee's employment or other form of service relationship or otherwise impose any obligation to employ and/or retain the Grantee as a service provider.

12. Shareholder Status . The Grantee shall have no rights as a shareholder with respect to any shares of Stock under this Agreement until such shares have been duly issued and delivered to the Grantee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of other rights of any kind or description whatsoever respecting the Shares except as expressly set forth in the Plan.

13.   Modification, Amendment and Cancellation . The Board of Directors of the Company shall have the right unilaterally to modify, amend or cancel this SAR in accordance with the terms of the Plan, and, in particular, shall have the right under the Plan to cancel this SAR if not exercised before a sale or certain other corporate transactions to the extent provided in the Plan.

14.   Provisions Consistent with Plan . This Agreement is intended to be construed to be consistent with, and is subject to, all applicable provisions of the Plan, which is incorporated herein by reference. In the event of a conflict between the provisions of this Agreement and the Plan, the provisions of the Plan shall prevail.
 
 
STOCK YARDS BANCORP, INC.
     
     
 
By:  
 
     
 
Title:  
 
     
 
Date:  
 
     
     
 
GRANTEE:
     
 
 
 
 
[Name of Grantee]
 
(acknowledging receipt and conditions to exercise set out above)
     
 
Date:
 
 

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EXHIBIT A

Notice of Stock Appreciation Right Exercise

I hereby exercise my stock appreciation right (" SAR ") with respect to the number of shares of Company Stock of Stock Yards Bancorp, Inc (the " Company ") shown below pursuant to the Stock Yards Bancorp, Inc 2015 Omnibus Equity Compensation Plan:

Date of SAR Grant Agreement: _____________________

Number of shares with respect to which the grant is being exercised: ________

Exercise price per share: ____________________

I understand that before I receive my certificate for the shares referenced above, the Company requires me to remit to it an amount sufficient to satisfy any outstanding amounts due to the Company and to satisfy any federal, state or local withholding tax requirements. Therefore, I hereby make arrangements for that tax withholding as follows (check one):

☐ Please withhold taxes related to this exercise from my next available regular wages from Stock Yards Bank & Trust.
☐ Please reduce the shares to be issued upon exercise of this SAR by an amount equal to the tax withholding required.
☐ Attached is a check for tax withholding.


     
 
Signature
     
     
     
 
Print Name
     
     
     
 
Date:
 
     
 
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