Stock Yards Bancorp, Inc. (Form: 8-K, Received: 05/29/2018 16:55:32)

Executive Transition Agreement

This Executive Transition Agreement (the “ Agreement ”) is by and among David P. Heintzman (“ Heintzman ”), Stock Yards Bancorp, Inc. (“Bancorp”) and Stock Yards Bank & Trust Company (the “ Bank ”) (together, the “ Companies ”), and is made and entered into as of May 29, 2018 (the “ Effective Date ”).

Recitals

A.	The Bank is a wholly owned subsidiary of Bancorp.

B.	Heintzman is currently the Chief Executive Officer (“ CEO ”) of both Bancorp and Bank and is paid and provided benefits by the Bank as its CEO; he also currently serves as the Chairman of the Boards of Directors (the “ Board(s) ”) of both the Companies.

C.	Heintzman has expressed his intention to retire from active employment with the Companies, while retaining his position on the Boards.

D.	The Companies desire to implement their plan for executive succession in connection with Heintzman’s retirement, and Heintzman wishes to facilitate and cooperate in such succession on the terms and conditions set out in this Agreement.

Agreements

1. Remaining Employment Period . Unless employment ends sooner as provided herein, (i) the Bank shall continue to employ Heintzman, and Heintzman shall continue to serve as the CEO of the Companies, until September 30, 2018 (the “ Duties Transition Date ”), and (ii) after the Duties Transition Date, Heintzman shall remain employed solely as an executive Chairman of the Boards for an additional 3 months (until December 31, 2018, the “ Retirement Date ”).

2. Effect of Earlier Termination. If Heintzman’s employment ends by action of either party prior to the Retirement Date for any reason, or no reason, then, other than a change in duties or base compensation as provided for herein that has occurred before the effective date of such termination, this Agreement shall terminate and no longer have any effect. So, by way of example only, if Heintzman’s employment ends due to death on or after the Effective Date, but before the Retirement Date, he would be due a prorated 2018 cash bonus under the executive bonus program and his beneficiary would still be entitled to a death benefit (rather than to a retirement benefit) under the Senior Officer Security Plan mentioned below.

3. Duties . From the Effective Date until the Duties Transition Date, Heintzman shall continue to devote his full business time and attention to serving as CEO and Chairman of the Companies, but shall also begin to share more detailed information and guidance as to the extent and specifics of his duties and responsibilities with the person that the Boards’ appoint as CEO-elect, to take office beginning on October 1, 2018. On or before the Duties Transition Date, the Companies agree to amend their Bylaws and related governance documents to separately define the process for election, removal and the role and duties of Heintzman as an executive Chairman (and, after the Retirement Date, as non-employee Chairman), separate from his prior duties as both CEO and Chairman. On the Duties Transition Date, Heintzman shall retire as the CEO of the Companies, and from that date until the Retirement Date, he agrees to devote at least 20% and no more than 30% (as the circumstances over such period may require) of his business time and attention to the affairs of the Companies, reporting directly to the Boards and with such duties and responsibilities as may be assigned to him from time to time, with the primary focus during such period to be on assisting his successor CEO and other executive officers of the Companies to transition their respective roles to the new offices to which they may be assigned or new reporting relationships as may be determined. Heintzman shall perform all such duties during both periods faithfully and efficiently and shall have such powers inherent to the undertakings applicable to each such position and necessary to carry out the duties required hereunder.

4. Board Service . From and after the Retirement Date, Heintzman shall no longer be an employee of the Companies, but, provided he remains employed until the Retirement Date, he shall serve as a non-executive Chairman of the Boards for the remainder of the Board term for which he was last elected, subject to the applicable governing documents for such Board service ( e.g., Articles of Incorporation, Bylaws, Corporate Governance Guidelines, Committee Charters, as applicable), and shall serve for subsequent terms as a member of such Boards if nominated, willing to serve and, with respect to Bancorp, if elected by Bancorp’s shareholders. After the Retirement Date and until December 31, 2020 (the “ Succession Phase ”), Heintzman will be expected to take a more active role in the affairs of the Bank than most Board members, and his duties will include, in addition to Board and committee meeting preparation and attendance, assisting in the development of the skills and knowledge of the other executive officers of the Companies with a goal of facilitating a smooth management transition. During the Succession Phase, Heintzman shall be required to devote no more than one business day per week on average (8 hours per week) outside regularly-scheduled Board and Committee meetings, which is less than 20% of the time he has historically devoted to his services as CEO and Chairman, such that the parties believe a “Separation from Service” will have occurred for purposes of Internal Revenue Code Section 409A on the Retirement Date with respect to any deferred compensation he is entitled to from the period when he was employed by the Companies.

5. Compensation .

(a) As an Employee and Executive Chairman . From the Effective Date through the Duties Transition Date, Heintzman shall continue to be compensated at his current base salary level; beginning on the day after the Duties Transition Date, that base salary shall decline to a periodic rate equal to an annual salary of $200,000, prorated for the number of business days in the period from that date to and including the Retirement Date. Heintzman shall be paid no separate amounts for his Board service or attendance at Board meetings for any period prior to his Retirement Date. In addition, Heintzman shall be entitled to be paid a cash bonus with respect to 2018, to the extent the performance metrics as previously approved by the Compensation Committee of the Companies are certified as met, such bonus to be based on Heintzman’s base salary rate in effect before the Duties Transition Date, and paid at the same time and in the same manner as to other Bank management who also participate in such programs, but in no event later than March 15, 2019. Base salary or bonuses payable hereunder shall be paid in a net amount after deduction for Heintzman’s share of the costs of benefit plans in which he is enrolled, and withholdings for taxes or other amounts as may be required by law or Bank payroll practice.

(b) As Non-Executive Chairman. Beginning January 1, 2019, and until the earlier of (i) the date that Heintzman ceases to serve on the Companies’ Boards (for any reason) or (ii) the end of the Succession Phase (the “Leadership Succession Period”), Heintzman shall be paid the same cash fees and be granted the same stock awards as may be paid or granted to non-employee members of the Boards generally, including fees for attendance at meetings, as determined from time to time in accordance with the Companies’ corporate governance guidelines then in effect. In addition to such fees, for each whole or partial month during the Leadership Succession Period, Heintzman shall be paid a cash fee (subject to deferral, if elected, in accordance with the Directors’ Nonqualified Deferred Compensation Plan) of $16,666.67, and shall be reimbursed for out-of-pocket expenses he may incur during such period for entertainment, travel, meals lodging, and similar items that are consistent with the Companies’ expense reimbursement policy and that are actually incurred by Heintzman in connection with the Companies’ business. Heintzman acknowledges and agrees that such fees are not wages for employment, that he, and he alone, is responsible for paying all income and other taxes related thereto, including self-employment taxes, if applicable.

6. Benefit Plan Participation . Through the Retirement Date, Heintzman shall be entitled to paid time off, holidays and business expense reimbursements in accordance with the Bank’s policies in effect from time to time, and shall be eligible to participate in the employee benefit plans of the Companies as in effect on the Effective Date, in accordance with their terms or with such changes as may be thereafter approved by the Companies’ in their sole discretion. In addition, Heintzman shall enjoy such perquisites as may be now available for and made available to executive management of the Companies’ generally between the Effective Date and the Retirement Date. All Heintzman’s rights as an employee to such paid time off, reimbursements, and participation in benefit plans shall cease on the Retirement Date, except for benefits made available under the terms of such plans for former employees (such as COBRA or retiree access, at full cost, to the Bank’s medical plan), in accordance with such plans’ terms as in effect from time to time.

7. Outstanding Equity Awards .

(a) SARs . Prior to the Effective Date, Heintzman has been granted certain stock appreciation rights (“ SARs ”) as set forth on Annex A attached hereto, some of which are fully vested and exercisable now and will continue to be so exercisable under their terms until 10 years following their respective grant dates or, if earlier, until as few as 3 months following a termination or separation from “service.” Some of these SARs will not be 100% vested and exercisable until 5 years following their respective grants dates, and such additional vesting occurs under the respective grant agreements in most cases only to the extent that “service” continues until scheduled vesting occurs.

(b) Performance-Vested Stock Units . Prior to the Effective Date, Heintzman has been granted certain performance-based stock unit awards (“ PSUs ”), as set forth on Annex A attached hereto, that are to be paid in shares of stock, to the extent the performance criteria therein is met and certified by the Compensation Committee, but, in most cases, only if “service” continues until the end of the respective performance periods set out in those grant agreements. The Compensation Committee’s review and certification of performance shall occur at the same time and manner as it does for other employees who hold such awards.

(c) “Service” for Vesting and Exercise Periods . Pursuant to either the respective grant agreements for the equity awards described in Section 7(a) and (b) above, or the terms of the related 2005 or 2015 Stock Incentive Plan incorporated by reference in each, Heintzman’s service on the Board(s) is “service” for purposes of continued vesting and, for SARs, the period during which such awards may be exercised. Heintzman’s various SAR and PSU grant agreements as in effect at the Effective Date shall be and remain in effect and be unchanged, including but not limited to provisions for different vesting or exercise terms if service ends as a result of death, disability or after age 60 with 10 or more years of service, or after a change in control.

8. Change in Control Agreement . The Bank and Heintzman are parties to an Amended and Restated Change in Control Severance Agreement dated as of December 17, 2013 which only provides for certain severance if the Bank terminates Heintzman other than for Cause, or Heintzman triggers his termination for Good Reason (as those capitalized terms are defined therein) after a Change in Control. The parties hereby agree that such agreement shall be terminated and be of no force or effect as of the Retirement Date, given Heintzman’s voluntary, non-Good Reason termination on that date.

9. Senior Officer Security Plan . Pursuant to the terms of a Senior Officer Security Plan (SOSP) previously adopted by the Bank, Heintzman is entitled to a death benefit if he dies while employed by the Bank, or a retirement benefit of $136,500 per year for 15 years beginning after he attains age of 65 if he leaves employment for a reason other than death. No amendment to the SOSP is intended to be made by this Agreement.

10. Executive Nonqualified Deferred Compensation Plan . Pursuant to the terms of an Executive Nonqualified Deferred Compensation Plan (“ DCP ”) previously adopted by the Bank, Heintzman is entitled to payment of certain deferred amounts at a future date. Any deferrals elected for 2018 (or with respect to a bonus that relates to 2018) to such plan shall continue and be unaffected by this Agreement. The parties agree that, upon the Retirement Date, Heintzman will have incurred a “Separation from Service” as defined in the DCP (and that future Board service is not considered for this plan’s purposes), such that the timing of payment of his DCP benefits will be governed by the Retirement Date and his prior payment form and timing elections, which means that benefits may begin no sooner than the 7 ^th month following the Retirement Date.

11. Release . In consideration for entering into this Agreement and for the consideration payable hereunder, Heintzman agrees to sign on (and not before) the Retirement Date, or within 7 days thereafter, the Release set out at Annex B hereto and incorporated herein by reference. If such Release is either not signed and delivered to the Bank in that time frame or is signed and Heintzman exercises his right thereunder to revoke it within 7 days after it is signed, the calculation of Executive’s 2018 cash bonus (based on pre-Duties Transition Date salary), shall be void and ineffective and the terms of the Companies’ Annual Cash Bonus Plan shall control for all purposes.

12. Covenants. In exchange for this Agreement, Heintzman agrees to adhere to the following covenants during his continued employment and Board service and after service termination for any reason.

(a) Not to Compete . For a period of 18 months following either December 31, 2020 or termination of Heintzman’s Board service, if sooner (the “ Restricted Period ”), he will not, directly or indirectly, either for Heintzman or for any other person, entity or company, solicit business or individual patronage for the purpose of providing services which are identical or similar to services then provided by the Bank within a radius of 50 miles from any of the Bank’s offices.

(b) Non-Solicitation of Customers or Employees . Heintzman agrees that, during the Restricted Period, Heintzman shall not, without the express written consent of Bank, directly or indirectly, either for Heintzman or for any other person, entity or company, (i) solicit the business enjoyed by the Bank with any person or business that was a Customer; or (ii) approach or solicit any person who was employed at the Bank as of the date of Heintzman’s service ended and with whom Heintzman had material contact during Heintzman’s period of service with the Bank, with a view to hiring such employee, persuading such employee to leave the employment of Bank, or actually hire an employee of the Bank for any other entity. For purposes of this covenant, “ Customer ” shall mean any firm, individual, corporation or entity which used the facilities, products or services of the Bank during the 12-month period immediately preceding the voluntary or involuntary termination of Heintzman’s service for the Companies. For purposes solely of this covenant, “person” shall mean an individual who is not a spouse or child of Heintzman.

( c) Cooperation with Litigation . Heintzman agrees to cooperate with Bank, during the term of this Agreement and thereafter (including after Heintzman’s termination of employment and Board service hereunder for any reason), by making Heintzman reasonably available to testify on behalf of Bank or any affiliated company in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist Bank or any affiliated company in any such action, suit, or proceeding by providing information to and meeting and consulting with Bank, any affiliated company, or any of their counsel or representatives upon reasonable request, provided that such cooperation and assistance shall not materially interfere with Heintzman’s then-current professional activities and that Bank shall agree to reimburse Heintzman for all reasonable out-of-pocket expenses incurred by Heintzman in connection with providing such cooperation and assistance.

(d) Bank’s Confidential Information . Heintzman agrees that, during the term of this Agreement and at any time thereafter, he shall not directly or indirectly, without the express written consent of Bank, disclose, divulge, discuss, copy, or otherwise use or suffer to be used in any manner, in competition with or contrary to the interests of Bank or any affiliated companies , the customer lists, proprietary organizational methods, products, business plans or strategies, or other trade secrets of Bank or any affiliated companies, it being acknowledged by Heintzman that all such information regarding the business of Bank and affiliated companies compiled or obtained by, or furnished to, Heintzman while Heintzman shall have been employed by or associated with Bank is confidential information and Bank’s exclusive property. Confidential information shall not include any information (A) which becomes publicly known through no fault or act of Heintzman; (B) is lawfully received by Heintzman from a third party after a cessation of his services without a similar restriction regarding confidentiality and use and without a breach of this Agreement or (C) which is independently developed by Heintzman and entirely unrelated to the business of providing banking or banking related services.

(e) Advice to Future Employers . If Heintzman, in the future, seeks or is offered employment or Board service by any other company, firm, or person, he shall provide a copy of this Section 12 to the business prior to accepting employment or board service.

(f) Remedies . In the event of a breach or a threatened breach by Heintzman of any provision of Section 12 of this Agreement, the Bank shall be entitled to an injunction restraining Heintzman from the commission of such breach, and to recover its attorneys’ fees, costs and expenses related to the breach or threatened breach. Nothing herein contained shall be construed as prohibiting the Bank from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of money damages. These covenants and disclosures shall each be construed as independent of any other provisions in this Agreement, and the existence of any claim or cause of action by Heintzman against the Bank, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Bank of such covenants and agreements.

(g) Reasonableness of Restrictions . Heintzman has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon Bank under the provisions of this Section 12, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to prevent disruption of relationships which are valuable to Bank, do not stifle the inherent skill and experience of Heintzman, would not operate as a bar to Heintzman’s sole means of support, are fully required to protect the legitimate interests of Bank, and do not confer a benefit upon Bank disproportionate to the detriment to Heintzman which is caused by the provisions of this Section 12.

13. Severable Provisions . The provisions of this Agreement are severable, and, if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions of this Agreement and any partially unenforceable provision of this Agreement, to the extent enforceable in any jurisdiction, shall nevertheless be binding and enforceable hereunder. If any provision of this Agreement, including any provision of Section 12, is invalid in part or in whole, it will be deemed to have been amended, whether as to time, area covered or otherwise, as and to the extent required for its validity under applicable law and, as so amended, will be enforceable.

14. Notices . Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and if sent by registered or certified mail to Heintzman at the last address he has filed in writing with the Bank or, in the case of the Bank, at its principal executive offices.

15. Governing Law . The provisions of this Agreement shall be construed in accordance with the laws of the Commonwealth of Kentucky.

IN WITNESS WHEREOF , the Companies and Heintzman have entered into this Agreement on the Effective Date.

	STOCK YARDS BANK & TRUST COMPANY

	By:		/s/ Charles R. Edinger III
	Charles R. Edinger III

	Title:		Director

	STOCK YARDS BANCORP, INC.

	By:		/s/ Charles R. Edinger III
	Charles R. Edinger III

	Title:		Director


	/s/ David P. Heintzman
	David P. Heintzman

Annex A

Existing Equity Awards (to which Section 7 applies)

Stock Appreciation Rights (all vesting 20% per year from Grant Dates)
Grant Date	No. of Shares to which SAR relates		No. of these SARS that will be vested as of December 31, 2018		Strike Price
2/16/2010		26,325		26,325	$	14.02
3/15/2011		21,573		21,573	$	15.84
2/20/2012		36,411		36,411	$	15.24
2/19/2013		25,015		25,015	$	15.26
2/18/2014		28,989		23,191	$	19.37
3/17/2015		21,742		13,045	$	22.96
3/15/2016		24,799		9,919	$	25.76
3/21/2017		13,273		2,654	$	40.00
2/20/2018		12,883		0	$	35.90
TOTAL		211,010

Performance Share Units (vest at end of Performance Period Noted)
Grant Date	Performance Period	Maximum No. of Shares that could be Issued
3/15/2016	1/12016-12/31/2018	19,627
3/21/2017	1/1/2017-12/31/2019	17,701
2/20/2018	1/1/2018-12/31/2020	20,404
	TOTAL	57,732

Annex B

RELEASE AGREEMENT

This Release Agreement (this “ Release ”) is entered into by and between David P. Heintzman (“ Heintzman ”) and Stock Yards Bank & Trust Company (“ Stock Yards ”, and collectively with its parent(s), subsdiary(ies), and all other related companies, the “ Company ”). Heintzman and Company are referred to herein as the “ Parties .”

RECITALS

Heintzman and Company are parties to an Executive Transition Agreement, dated as of May 29, 2018 (the “ Transition Agreement ”), which provides for certain consideration, conditioned upon Heintzman first signing a general release of claims following termination of Heintzman’s employment, which release becomes irrevocable in accordance with its terms.

B.	This Release is the contemplated release of claims under the Transition Agreement, and Heintzman has had notice of this Release since the date the Transition Agreement was executed because a copy was attached thereto (the “ Presentation Date ”).

C.	Heintzman’s employment with the Company ended on December 31, 2018 (the “ Retirement Date ”).

D.	The Parties desire to memorialize and confirm the release by Heintzman of any and all claims, whether known or unknown, that Heintzman may have against the Company or any of its current or former employees that are releasable by law.

AGREEMENT

NOW, THEREFORE , in consideration for the covenants and mutual promises contained in the Transition Agreement and this Release, the Parties agree as follows:

PART I

For and in consideration of the promises made herein by Heintzman in Part II and Part III of this Release, and his performance thereof, the sufficiency of which, either separately or combined, is hereby acknowledged, Company agrees to provide the consideration set forth in the Transition Agreement, provided that, the calculation of Executive’s 2018 cash bonus (based on pre-Duties Transition Date salary) shall be void and ineffective if he does not sign this Release on, or within 7 days following, December 31, 2018, or if he signs it and then timely revokes it as allowed by Part II, Section 2.4 below. The Parties expressly agree and acknowledge that a portion of this consideration represents separate and adequate consideration, to which Heintzman is not otherwise entitled, in exchange for Heintzman’s Age Claim Waiver, set out below in Part II. Company’s present promise to provide this consideration is exchanged for Heintzman’s present release of any Age Claims at the time of the execution of this Release.

PART II

For and in consideration of the promises made herein by Company in Part I of this Release, and its performance thereof, the sufficiency of which is hereby acknowledged, Heintzman agrees as follows:

2.1 General Release and Waiver of All Claims and Potential Claims . Heintzman hereby releases all claims and potential claims, known and unknown, against the Company and its current and/or former employees that are releasable by law. More specifically, for and on behalf of himself and his family, dependents, heirs, executors, administrators and assigns, Heintzman hereby irrevocably and unconditionally releases the Company and its respective predecessors, successors, and all their past, present or future assigns, parents, subsidiaries, affiliates, insurers, attorneys, divisions, subdivisions and affiliated entities, together with their respective current and former officers, directors, shareholders, fiduciaries, administrators, trustees, agents, servants, employees, attorneys, insurers and/or representatives, and their respective predecessors, successors and assigns, heirs, executors, administrators, and any and all other affiliated persons, firms, plans or corporations which may have an interest by or through them (collectively “ Releasees ”), both jointly and individually, from any and all claims, actions, arbitrations, and lawsuits, of any nature whatsoever, known or unknown to Heintzman, accrued or unaccrued, which he ever had, now has or may have had against Releasees since the beginning of time through the date of execution of this Release. This general release and waiver of claims includes, but is not limited to, any and all claims, demands, causes of action, suits, debts, complaints, liabilities, obligations, promises, agreements, controversies, damages and expenses that are releasable by law (including, without limitation, attorneys fees and costs actually incurred or to be incurred) of any nature or description whatsoever, in law or equity, whether known or unknown, in connection with or arising out of his employment with the Company and/or termination of said employment. Claims being released include, without limitation, any and all employment-related claims that are releasable by law arising under federal, state or local statutes, ordinances, resolutions, regulations or constitutional provisions prohibiting discrimination in employment on the basis of sex, race, religion, national origin, age, disability and/or veterans’ status, including, but not limited to, claims arising under Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 1981, 1981a, 1983 and 1985, the Civil Rights Act of Kentucky, the Sarbanes-Oxley Act, 18 U.S.C. §§ 1514A, et seq. , the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Pregnancy Discrimination Act, the Federal Rehabilitation Act of 1973, Executive Order 11246, the Employee Retirement Income Security Act of 1974, 29 U.S.C. §§ 1001 et seq. , the Fair Labor Standards Act, 29 U.S.C. §§ 201, et seq. , the Family and Medical Leave Act, 29 U.S.C. §§ 2601, et seq. , the Genetic Information Non-Discrimination Act, 42 U.S.C. §§ 2000ff et seq. , the minimum wage act, wage payment law and wage discrimination statutes and workers compensation statutes and similar state laws of Kentucky, in all instances as amended. This general release and waiver of claims also includes, but is not limited to, any and all claims for unpaid benefits or entitlements asserted under any plan, policy, benefits offering or program (except as otherwise required by law), any and all contract or tort claims, including, without limitation, claims of wrongful discharge, assault, battery, intentional infliction of emotional distress, negligence, and/or defamation against Releasees.

Nothing in this Section 2.1, Section 2.2, or any other provision in the remainder of this Release shall be construed to prevent Heintzman from (i) making a claim for indemnity under law or governance documents providing for indemnity or insurance against claims for acts or omissions in his capacity acting as an officer or director of the Company; or (ii) talking to, cooperating in any investigation by, and/or filing a charge with a government agency, including but not limited to the U.S. Equal Employment Opportunity Commission (the “ EEOC ”), any similar state or local fair employment practices administrative agency, or the Securities and Exchange Commission (the “ SEC ”). However, by signing this Release, Heintzman hereby waives the right to recover from Releasees any relief from any charge or claim pursued or otherwise prosecuted by him, or by persons or entities like the EEOC acting by or through him, including, without limitation, the right to attorneys’ fees, costs, and any other relief, whether legal or equitable, sought in such charge, claim, or other proceeding.

2.2 Age Claim Waiver. Heintzman further agrees that his full general release includes a waiver of his rights, if any, to assert or allege discrimination based upon age pursuant to the Age Discrimination in Employment Act or any and all other federal, state or local laws or regulations prohibiting discrimination on the basis of age (collectively, “ Age Claim Waiver ”).

2.3 Adequate Consideration Period/Consult an Attorney. Heintzman acknowledges that by receipt of this Release on the Presentation Date: (a) he was instructed that he may and should consult an attorney of his own choosing regarding the terms of this Release, and specifically including the Age Claim Waiver. Heintzman, therefore, acknowledges and agrees that he has already been given at least 21 days to consider all the terms in this Release and whether to sign this Release. The Parties agree that if Heintzman fails to execute this Release prior to the deadline set forth in Part I hereof, then this Release will be null and void.

2.4 Seven (7) Day Revocation Period. Heintzman further agrees that he is hereby instructed by the Company that, following his signing of this Release, Heintzman shall have up to seven (7) days to withdraw, rescind or revoke this Release by providing written notice to Craig Bradley, General Counsel, at Stock Yards Bank & Trust Company, 1040 East Main Street, Louisville Kentucky, 40206, but that, in the event Heintzman exercises his right to withdraw or rescind this Release, all terms of this Release, including, without limitation, Company’s duty to provide the consideration described in Part I above, shall be void and of no effect.

PART III

Other Agreements

3.1 No Known Claims Against Company. Heintzman represents, warrants and covenants that, as of the date he signs this Release, (1) he is unaware of any wages (as that term is defined by applicable state law) that are owed to him by the Company and that have not been paid; (2) he is unaware of any request for leave under the Family and Medical Leave Act that was denied; (3) he has no known work-related injury, disability, or illness, and has not requested any accommodation under the Americans With Disabilities Act or similar state law that has not been satisfied; and (4) he is unaware of any document, circumstance, occurrence, or any conduct on behalf of the Company or any of its agents, employees, officers or directors, or any Releasee, which evidence, contain, or constitute a violation of any law, standard, or regulation, including but not limited to a violation of federal or state securities laws, upon which representations the Company expressly relies in entering into this Release.

3.2 Knowing and Voluntary Agreement. Heintzman agrees and acknowledges that he has been advised to consult an attorney regarding the terms of this Release and that he has carefully reviewed, studied and thought over the terms of this Release. Heintzman further acknowledges and agrees that he knowingly and voluntarily entered into and signed this Release after deliberate consideration and review of all of its terms and provisions, that he was not coerced, pressured or forced in any way by the Company, any Releasee or anyone else to accept the terms of this Release, and that the decision to accept the terms of this Release was entirely his own.

3.3 No Wrongdoing by the Parties. The Parties further agree that they have entered this Release to resolve any and all claims, if any, Heintzman may have against the Company or any other Releasee, and that this Release does not constitute an admission of, or is to be used as evidence of, any liability, violation or wrongdoing of any kind.

3.4 Choice of Law; Interpretation; Captions. The Parties understand and agree that this Release shall in all respects be interpreted, enforced and governed under the laws of the Commonwealth of Kentucky and the language of this Release shall in all cases be interpreted as a whole, according to its fair meaning and not strictly for or against either of the Parties, regardless of which is the drafter of this Release. Captions and headings used herein are for convenience of reference only.

3.5 Exclusive Jurisdiction; Venue. The Parties understand and agree that the federal and/or state courts located in the Commonwealth of Kentucky shall have exclusive jurisdiction with regard to any litigation relating to this Release and that venue shall be proper only in the Commonwealth of Kentucky and any federal court whose judicial district encompasses Louisville, Kentucky, and that any objection to this jurisdiction or venue is specifically waived.

3.6 Entire Agreement. The Parties agree that this Release sets forth the entire agreement between the Parties on the subject matter herein and fully supersedes any and all other prior agreements or understandings between them, except for the terms in the Transition Agreement and benefit plans and equity award agreements referred to therein , which agreements, if any, shall be enforced according to their terms. This Release may be amended or superseded only by a subsequent writing, executed by the Party against whom enforcement is sought.

3.7 Agreement to Indemnify. The Parties agree that should Heintzman seek to overturn, set aside, or legally challenge any release of claims, promise or covenant made by him under this Release, by judicial action or otherwise, and the Court or tribunal thereafter adjudicates or finds that Heintzman’s legal challenge or claims were without proper legal basis, the Company and/or Releasees shall be entitled to recover from Heintzman its costs of defending and enforcing the terms of this Release and/or any other claim brought by or against the Company or Releasees, including, without limitation, reasonable attorneys’ fees. The Parties acknowledge and agree that each Releasee is an intended third-party beneficiary of this Release and may enforce the terms of this Release accordingly.

I, DAVID P. HEINTZMAN, UNDERSTAND AND AGREE THAT THIS RELEASE CONSTITUTES A FULL AND FINAL RELEASE OF ALL CLAIMS THAT ARE RELEASEABLE BY LAW.


			David P. Heintzman

			Date:

STATE OF			)
			) SS:
COUNTY OF			)

Subscribed and sworn to before me by David P. Heintzman, this _______ day of ______, 201_.


	Notary Public

	My Commission expires:

			STOCK YARDS BANK & TRUST COMPANY and STOCK YARDS BANCORP, INC.

			By:

			Title:

			Date:

STATE OF			)
			)SS:
COUNTY OF			)

Subscribed and sworn to before me by __________________________, on behalf of Stock Yards Bank & Trust Company and Stock Yards Bancorp, Inc., this ____ day of ______________, 201_.


	Notary Public

	My Commission expires:

AMENDED AND RESTATED

CHANGE IN CONTROL SEVERANCE AGREEMENT

This Agreement is made and entered into effective as of October 1, 2018 (the " Effective Date ") between Stock Yards Bank & Trust Company, a Kentucky banking corporation with its principal office located at 1040 East Main Street, Louisville, Kentucky 40206 (the " Bank ") and Philip S. Poindexter (" Executive ").

Recitals

A.	The Bank is a wholly owned subsidiary of Stock Yards Bancorp, Inc., a Kentucky corporation and bank holding company (" Bancorp ").

B.	Bancorp, as the sole shareholder of the Bank, considers the establishment and maintenance of a sound and vital management team to be essential to protecting and enhancing the best interests of the Bank, Bancorp, and Bancorp's shareholders.

Bancorp and the Bank recognize that, as is the case with many publicly held bank holding companies, the possibility exists that an unsolicited tender offer or takeover bid and a consequent change in control of Bancorp may occur, and thus, that as a practical matter, a change in control of the Bank may occur, and that such a possibility is unsettling and distracting to key executives of the Bank.

Bancorp and the Bank have concluded that it is in the best interests of Bancorp, its shareholders and the Bank to take reasonable steps to help assure certain key executives of the Bank that, notwithstanding an unsolicited tender offer or takeover bid, or an actual change in control, they will be treated fairly and with concern for their welfare.

Bancorp and the Bank have also concluded that it is important that, should Bancorp receive takeover or acquisition proposals from third parties, that it be able to call upon the key executives of the Bank for their candid assessment and advice concerning whether such proposals are in the best interests of Bancorp, its shareholders and the Bank, free of the influences caused by the uncertainties and risks of their own personal employment situations.

F.	For the foregoing reasons the Board of Directors of Bancorp and of the Bank have approved the Bank's entering into change in control severance agreements with key executives of the Bank.

G.	Executive has been selected by the Bank's Board of Directors as a key executive and Executive and the Bank entered into a similar agreement 2010 (the " Prior Agreement "), which this Agreement amends and restates in its entirety.

Agreements

NOW THEREFORE , in consideration of these premises and for other good and valuable consideration, the Bank and Executive agree as follows:

1. TERM OF AGREEMENT. This Agreement (other than Section 6 hereof, which shall apply beginning at the Effective Date) shall apply only to termination of employment of the Executive during a period commencing 6 months before a Change in Control Announcement, and terminating on the 1 ^st anniversary of that date if no Change in Control has then occurred, or, if a Change in Control has occurred, then on the 2 ^nd anniversary of the Change in Control (the " Change in Control Window ") unless it is earlier terminated in accordance with the next sentence (the " Term "). The Bank may amend or terminate this Agreement upon 12 months written notice to the Executive, but if a Change in Control or Change in Control Announcement occurs within the 12 month period after the Bank has given notice of termination or modification of this Agreement, the Agreement (without regard to such modifications, except to the extent that Executive consented thereto as evidenced by Executive's signature on an amended or restated Agreement) shall nonetheless remain in full force and effect for the entire Change in Control Window.

2. SEVERANCE PAYMENT IN VARIOUS EVENTS

2.1 Termination by Bank Before Change in Control or for Cause . The Bank may terminate Executive's employment and this Agreement (subject to survival of the covenants in Section 6) at any time prior to a Change in Control Window for any or no reason, and may terminate Executive' employment for Cause, even during a Change in Control Window. If Executive's employment is terminated for Cause or prior to a Change in Control Window, Executive shall not be entitled to any payments or benefits except for (1) unpaid salary already earned by Executive and (2) benefits in which he has already become vested by such termination of employment, and which are payable upon such termination of employment under the terms and practices of the plans or arrangements under which such benefits are provided.

2.2 Resignation; Death; Disability Terminations . Executive may terminate Executive's employment and this Agreement (subject to survival of the covenants in Section 6) at any time, including during a Change in Control Window. If Executive's employment hereunder terminates because of Executive's resignation as an employee of Bank (other than as described in Section 2.3), his death, or his Permanent Disability, then Executive shall not be entitled to any payments or benefits hereunder except for (1) unpaid salary already earned by Executive and (2) benefits in which he has already become vested before such termination of employment, and which are payable upon such termination of employment under the terms and practices of the plans or arrangements under which such benefits are provided. In the case of death, any such amounts shall be paid to Executive's estate (or, where applicable or the context requires, the surviving members of Executive's family or Executive's beneficiaries).

2.3 Constructive (Good Reason) Termination . For all purposes of this Agreement, Executive's resignation from Executive's employment with Bank shall be deemed not to constitute a resignation, and instead to be treated as a termination of Executive's employment by Bank other than for Cause, if such resignation occurs upon written notice from Executive setting forth the (i) specific subsection of the Good Reason definition on which the resignation is based, and (ii) related facts in support of that reason, and (iii) the date of the Termination of Employment, which shall not be less than 14 days nor more than 60 days after the giving of such notice.

2.4 Bank Termination After Change in Control Window Begins . If a Change in Control is consummated during the Term and (i) if Termination of Employment of Executive by the Bank is other than for Cause (or deemed so terminated due to constructive termination in accordance with Section 2.3) during the Change in Control Window, and (ii) if, and only if, Executive signs a written release of the Bank and all of its then-current and former directors, trustees, officers, employees, agents, members, and affiliated companies from any and all claims, in such form as is determined by Bank, which release is not revoked if allowed by its terms, then Bank shall make a Severance Payment as provided in Sections 2.5-2.8 below.

2.5 Amount of Severance Payment . The Severance Payment shall equal three times the sum of (i) Executive's highest monthly base salary as in effect at any time in the 6 month period immediately prior to Termination, plus (ii) Executive's Historical Bonus, subject to the maximum payment provisions of Section 2.7 below. In addition to the cash payment, the Bank shall provide all pay and benefits to which Executive has already become vested before Termination of Employment, and which are payable upon such Termination of Employment under the terms and practices of the plans or arrangements under which such benefits are provided. Such Severance Payment shall be in lieu of any other severance payment provided for by the Bank in accordance with its standard of practice and operations at the time of payment of this Severance Payment.

2.6 Payment Timing . The Severance Payment shall be made in a lump sum cash payment 60 days after the later of (i) Executive's Termination of Employment or, (ii) in the case of a Termination which occurred prior to the consummation of the Change in Control, the date of the Change in Control of Bank. Notwithstanding anything herein to the contrary, in the case of an Executive who is a "specified employee" at the time a payment or reimbursement hereunder on account of Termination of Employment, within the meaning of Treas. Reg. § 1.409A-1(i) (or any successor thereto) using the prior calendar year as the determination period, which payment or reimbursement is not exempt from Section 409A of the Code, the portion of the payment that constitutes "deferred compensation" (within the meaning of Code Section 409A) shall be made at the later of the date provided in the preceding sentence and six months after the Executive's Termination of Employment. If the Bank concludes that some or all of a Severance Payment to Executive must be delayed pursuant to the preceding sentence, the Bank shall nonetheless certify to Executive in writing, within the 60 day period for payment described in the first sentence of this Section, the amount (and calculations in support) of the Severance Payment so due and the date it will be paid hereunder.

2.7 Reduction of Amounts Payable . If the amount payable hereunder, either alone or together with any other payments or benefits received or to be received by Executive in connection with a Change in Control (collectively, the " Aggregate Payments "), would cause Bank to forfeit, pursuant to Section 280G(a) of the Code, its deduction for any or all of the amounts payable hereunder, and subject the Executive to the excise tax imposed by Section 4999 of the Internal Revenue Code (or any successor thereto), the following provisions shall apply:

(i) If the net amount that would be retained by Executive after all taxes on the Aggregate Payments are paid would be greater than the net amount that would be retained by Executive after all taxes are paid if the Aggregate Payments were limited to the largest amount that would result in no portion of the Aggregate Payments being subject to such excise tax, Executive shall be entitled to receive the Aggregate Payments.

(ii) If, however, the net amount that would be retained by Executive after all taxes were paid would be greater if the Aggregate Payments were limited to the largest amount that would result in no portion of the Aggregate Payments being subject to such excise tax (generally, pursuant to Code Section 280G, 2.99 times the Executive's "base amount" as defined in that Code section and regulations hereunder), the Aggregate Payments to which Executive is entitled shall be reduced to such largest amount.

Executive shall have a right to select an independent certified public accountant, benefits consultant or similar expert to audit the Bank's calculation of the Section 280G deductible amount, and the Severance Payment hereunder, at the Bank's expense. If such audit reveals that the calculations performed by the Bank were in error or have resulted in the payment to Executive of an amount less than that to which he is entitled hereunder, the Bank shall immediately rectify such underpayment.

2.8 Tax Withholding . Notwithstanding any other provision of this Agreement that may be read to the contrary, Bank shall have the right (without notice to Executive) to withhold from any amounts otherwise payable to or accrued by Executive under this Agreement, a sum which Bank determines is sufficient to satisfy all federal, state, and local withholding tax requirements that may apply with respect to such amounts. In addition, any reference to a cash payment under this Agreement shall be deemed to include a payment by check or a credit to a bank account of Executive.

2.9 Health Plan Access . So long as legally possible (even if to do so requires plan amendment), the Executive shall be entitled to continue his participation in the Bank's medical plans for active employees for a period of 36 months following any severance for which a Severance Payment is due hereunder, with the cost for such access and coverage paid by Executive on an after-tax basis at the rate payable by any former employee under the Consolidated Omnibus Reconciliation Act of 2005 (COBRA), and his rights to continue coverage under and for the period provided under COBRA to begin after the end of this contractual continuation period.

3. BANK REGULATORY PROVISION . Notwithstanding any other provision of this Agreement, the parties agree this Agreement shall be terminated or not observed, if and to the extent it violates bank regulatory rules involving the subject matter hereof, including but not limited to the following:

(a) If Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1)) of similar succeeding law or authority, the Bank's obligations under the Agreement shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may, in its discretion, (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended or (ii) reinstate (in whole or in part) any of its obligations which were suspended.

(b) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) and (g)(1)) or similar succeeding law or authority, all obligations of the Bank under the Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected.

(c) If the Bank is in default (as defined in section 3(x)(1) of the Federal Deposit Insurance Act or succeeding law or authority), all obligations under the Agreement shall terminate as of the date of default, but this Section 3(c) shall not affect any vested rights of the contracting parties.

(d) All obligations under the Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, by the Chairman of the Federal Deposit Insurance Corporation, or his or her designee, or by the action or direction of the Board of Directors of the Federal Deposit Insurance Corporation (the " FDIC ") :

(i) at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in section 13(c) of the Federal Deposit Insurance Act; or

(ii) at the time the FDIC approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the FDIC to be in an unsafe or unsound condition.

4. FEES COSTS AND DISPUTES . The Bank agrees to pay or reimburse all reasonable legal fees, costs, and expenses arising out of or in any way related to or incurred by Executive in connection with enforcing any right or benefit provided in this Agreement, or in interpreting this Agreement or calculating the amounts required to be paid to Executive under this Agreement, or in contesting or disputing any termination of Executive's employment hereunder purportedly for Cause or other action taken by the Bank hereunder. Such amounts shall be paid promptly after demand is made by Executive and Executive's provision to the Bank of reasonably satisfactory evidence of such fees and expenses, but shall in no event be paid or payable on or after the last day of Executive's taxable year following the taxable year in which the expense was incurred. If the Executive is a specified employee and such payment is "deferred compensation" both as provided in Section 2.6 hereof, such payments shall not be made before the date that is six months after the date of the Executive's Termination of Employment. Executive shall also remain covered, to the full extent applicable to other former officers or directors of the Bank or Bancorp, under any indemnity for acts in such capacity under the Bank's or Bancorp's Articles of Incorporation and Bylaws, and such rights shall not be waived in the release required by Section 2.4. The Executive shall have the right and option to elect (in lieu of litigation) to have any dispute or controversy arising under or in connection with this Agreement settled by arbitration, conducted before a panel of three arbitrators sitting in a location selected by the Executive within 50 miles from the location of Executive's job with the Bank, in accordance with the rules of the American Arbitration Association then in effect. The Executive's election to arbitrate, as herein provided, and the decision of the arbitrators in that proceeding, shall be binding on the Bank and Executive.

5. MITIGATION . Executive shall not be required to mitigate the amount of any payment provided for in its Agreement, whether by seeking other employment or otherwise, nor shall the amount of any payment provided for herein be reduced by any compensation earned or received by Executive as a result of his employment by another employer following his termination hereunder.

6. COVENANTS. Notwithstanding the terms and provisions of any other agreement by and between the Bank and Executive, even if it provides for negation of covenants from Executive to the Bank in the event of a Change in Control, in exchange for this Agreement, the Executive agrees to adhere to the following covenants during his employment and after its Termination for any reason.

6.1 Not To Compete . For a period of 18 months following the receipt of the Severance Payment as contemplated herein, Executive will not, directly or indirectly, either for Executive or for any other person, entity or company, solicit business or individual patronage for the purpose of providing services which are identical or similar to services then provided by the Bank within a radius of 50 miles from any of the Bank's offices.

6.2 Non-Solicitation of Customers or Employees . Executive agrees that, during the 18-month period following any Termination of Executive's employment (whether such termination is covered by this Agreement or otherwise), Executive shall not, without the express written consent of Bank, directly or indirectly, either for Executive or for any other person, entity or company, (i) solicit the business enjoyed by the Bank with any person or business that was a Customer; or (ii) approach or solicit any person who was employed at the Bank as of the date of Executive's termination and with whom the Executive had material contact during the Executive's employment with the Bank, with a view to hiring such employee, persuading such employee to leave the employment of Bank, or actually hire an employee of the Bank for any other entity.

6.3 Cooperation With Litigation . Executive agrees to cooperate with Bank, during the term of this Agreement and thereafter (including after Executive's Termination of Employment hereunder for any reason), by making Executive reasonably available to testify on behalf of Bank or any affiliated company in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist Bank or any affiliated company in any such action, suit, or proceeding by providing information to and meeting and consulting with Bank, any affiliated company, or any of their counsel or representatives upon reasonable request, provided that such cooperation and assistance shall not materially interfere with Executive's then current professional activities and that Bank shall agree to reimburse Executive for all reasonable out-of-pocket expenses incurred by Executive in connection with providing such cooperation and assistance.

6.4 Bank's Confidential Information . Executive agrees that, during the term of this Agreement and at any time thereafter, he shall not directly or indirectly, without the express written consent of Bank, disclose, divulge, discuss, copy, or otherwise use or suffer to be used in any manner, in competition with or contrary to the interests of Bank or any affiliated companies , the customer lists, proprietary organizational methods, products, business plans or strategies, or other trade secrets of Bank or any affiliated companies, it being acknowledged by Executive that all such information regarding the business of Bank and affiliated companies compiled or obtained by, or furnished to, Executive while Executive shall have been employed by or associated with Bank is confidential information and Bank's exclusive property. Confidential information shall not include any information (A) which becomes publicly known through no fault or act of the Executive; (B) is lawfully received by the Executive from a third party after a Termination of Employment without a similar restriction regarding confidentiality and use and without a breach of this Agreement or (C) which is independently developed by the Executive and entirely unrelated to the business of providing banking or banking related services.

6.5 Advice to Future Employers . If Executive, in the future, seeks or is offered employment by any other company, firm, or person, he shall provide a copy of this Section 6 to the prospective employer prior to accepting employment with that prospective employer.

6.6 Remedies . In the event of a breach or a threatened breach by Executive of any provision of Section 6 of this Agreement, the Bank shall be entitled to an injunction restraining Executive from the commission of such breach, and to recover its attorneys ' fees, costs and expenses related to the breach or threatened breach. Nothing herein contained shall be construed as prohibiting the Bank from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of money damages. These covenants and disclosures shall each be construed as independent of any other provisions in this Agreement, and the existence of any claim or cause of action by Executive against the Bank, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Bank of such covenants and agreements.

6.7 Reasonableness of Restrictions . Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon Bank under the provisions of this Section 6, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to prevent disruption of relationships which are valuable to Bank, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive's sole means of support, are fully required to protect the legitimate interests of Bank, and do not confer a benefit upon Bank disproportionate to the detriment to Executive which is caused by the provisions of this Section 6.

6.8 Severable Provisions . The provisions of this Agreement are severable, and, if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions of this Agreement and any partially unenforceable provision of this Agreement, to the extent enforceable in any jurisdiction, shall nevertheless be binding and enforceable hereunder. If any provision of this Agreement, including any provision of Section 6, is invalid in part or in whole, it will be deemed to have been amended, whether as to time, area covered or otherwise, as and to the extent required for its validity under applicable law and, as so amended, will be enforceable.

7. NOTICES . Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and if sent by registered or certified mail to Executive at the last address he has filed in writing with the Bank or, in the case of the Bank, at its principal executive offices.

8. GOVERNING LAW . The provisions of this Agreement shall be construed in accordance with the laws of the Commonwealth of Kentucky.

9. AMENDMENT; SUPERSEDES PRIOR AGREEMENT . On the Effective Date, this Agreement supersedes and replaces in its entirety the Prior Agreement, which shall be void and of no force and effect on or after the Effective Date. This Agreement may be amended or cancelled by the Bank as provided in Section 1 hereof, or by mutual agreement of the parties in writing without the consent of any other person.

10. SUCCESSORS AND ASSIGNS . This Agreement shall be binding upon and inure to the benefit of the Bank and its successors and assigns; including but not limited to any successor to the Bank, direct or indirect, resulting from purchase, merger, consolidation or otherwise. This Agreement shall also be binding upon Executive and shall inure to the benefit of Executive, his personal or legal representatives, successors, heirs and assigns. No interest of the Executive, or any right to receive any payment or distribution hereunder, will be subject in an manner to sale, transfer, assignment, pledge, attachment, garnishment or other alienation or encumbrance of any kind, nor may such interest or right to receive a payment or distribution be taken, voluntarily or involuntarily, for the satisfaction of the obligation or debts of, or other claims against, the Executive, including claims for alimony, support, separate maintenance, and claims in bankruptcy proceedings. All rights under this Agreement of the Executive will at all times be entirely unfunded, and no provision will at any time be made with respect to segregating any assets of the Bank or any affiliate for payment of any amounts due hereunder. The Executive will have only the rights of general unsecured creditor of the Bank.

11. DEFINITIONS . As used in this Agreement, in addition to phrases or words defined in the test of this Agreement, the following terms shall have the following meanings:

11.1 " Board " shall mean the Board of directors of the Bank, except where the context clearly refers to Bancorp, in which case it shall refer to the Board of Directors of Bancorp.

11.2 A " Change in Control " of Bank shall be deemed to have occurred if:

(i) any Person (as defined below) is or becomes the Beneficial Owner (as defined in this definition) of securities of Bancorp representing 20% or more of the combined voting power of Bancorp's then outstanding securities (unless (A) such Person is the Beneficial Owner of 20% or more of such securities as of the Effective Date or (B) the event causing the 20% threshold to be crossed is an acquisition of securities directly from Bancorp);

(ii) during any period of two consecutive years beginning after April 26, 1995, individuals who at the beginning of such period constitute the Board of Bancorp and any new director (other than a director designated by a person who has entered into an agreement with Bancorp to effect a transaction described in clause (i), (iii) or (iv) of this Change in Control definition) whose election or nomination for election was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved cease for any reason to constitute a majority of the Board of Bancorp;

(iii) the shareholders of Bancorp (or Bancorp as the sole shareholder of Bank) approve a merger or consolidation of Bancorp or Bank with any other corporation (other than a merger or consolidation which would result in the voting securities of Bancorp outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the entity surviving such merger or consolidation), in combination with voting securities of Bancorp or such surviving entity held by a trustee or other fiduciary pursuant to any employee benefit plan of Bancorp or such surviving entity or of any subsidiary of Bancorp or such surviving entity, at least 80% of the combined voting power of the securities of Bancorp or such surviving entity outstanding immediately after such merger or consolidation); or

(iv) the shareholders of Bancorp approve a plan of complete liquidation or dissolution of Bancorp or an agreement for the sale or disposition by Bancorp of all or substantially all of Bancorp's assets.

For purposes of the definition of Change in Control, " Person " shall have the meaning ascribed to such term in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended, as supplemented by Section 13(d)(3) of such Act; provided, however, that Person shall not include (i) Bancorp, any subsidiary or any other Person controlled by Bancorp, (ii) any trustee or other fiduciary holding securities under any employee benefit plan of Bancorp or of any subsidiary, or (iii) a corporation owned, directly or indirectly, by the shareholders of Bancorp in substantially the same proportions as their ownership of securities of Bancorp.

For purposes of the definition of Change in Control, a Person shall be deemed the " Beneficial Owner " of any securities which such Person, directly or indirectly, has the right to vote or dispose of or has "beneficial ownership" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of, including pursuant to any agreement, arrangement or understanding (whether or not in writing); provided, however, that: (i) a Person shall not be deemed the Beneficial Owner of any security as a result of an agreement, arrangement or understanding to vote such security (x) arising solely from a revocable proxy or consent given in response to a public proxy or consent solicitation made pursuant to, and in accordance with the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder or (y) made in connection with, or to otherwise participate in, a proxy or consent solicitation made, or to be made, pursuant to, and in accordance with, the applicable provisions of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder; in either case described in clause (x) or clause (y) above, whether or not such agreement, arrangement or understanding is also then reportable by such Person on Schedule 13D under the Securities Exchange Act of 1934, as amended (or any comparable or successor report); and (ii) a Person engaged in business as an underwriter of securities shall not be deemed to be the Beneficial Owner of any securities acquired through such Person's participation in good faith in a firm commitment underwriting until the expiration of forty days after the date of such acquisition.

11.3 " Change in Control Announcement " shall be deemed to have occurred if (i) the Bank or Bancorp enters into an agreement, the consummation of which would (or, if simultaneously closed, does) result in the occurrence of a Change in Control, (ii) any person (including the Bank or Bancorp) publicly announces an intention to take or to con-sider taking actions which upon consummation would constitute a Change in Control, or (iii) the Board adopts a resolu-tion to the effect that a potential Change in Control for purposes of this Agreement has occurred.

11.4 " Cause " for termination shall exist if Executive (i) willfully and continually fails to substantially perform Executive's duties (other than as a result of incapacity or temporary or Permanent Disability) for the Bank as described in the most recent written description of such duties maintained by the Bank's personnel department or as communicated to Executive after a written demand for substantial performance is delivered to Executive by the Board specifically identifying the manner in which the Board believes that Executive has not substantially performed his duties; or (ii) in the good faith determination of the Board, engaged in gross misconduct constituting a violation of law or breach of fiduciary duty which misconduct is materially and demonstrably injurious to the Bank. Executive shall not be deemed to have breached Executive's responsibilities as an officer or director of the Bank or Bancorp and thereby to have forfeited entitlement to the Severance Payment if he expresses publicly his opposition to such transaction or proposed transaction, solicits votes or proxies from shareholders of Bancorp against the transaction or otherwise solicits or encourages others to oppose such transaction.

11.5 " Code " means Internal Revenue Code of 1986, as amended.

11.6 " Customer " shall mean any firm, individual, corporation or entity which used the facilities, products or services of the Bank during the 12 month period immediately preceding the voluntary or involuntary termination of Executive's employment with the Bank; but Customer shall not include any firm, individual, corporation or entity with which Executive had a business relationship, either for Executive or for Executive's previous employer, prior to the date of Executive's employment with the Bank and which Executive specifically identifies in writing to the Bank within 30 days following the date of Executive's employment with the Bank (or the Effective Date, if later), except that following 18 months employment with the Bank, any such firm, individual, corporation or entity so identified by Executive shall be deemed to have become a Customer of the Bank if they otherwise meet the definition of "Customer" as set forth above.

11.7 " Good Reason " means a resignation at Executive's initiative (but not a Termination for Cause, or due to death or Disability) following a Change in Control and the occurrence of any of the following triggering events, provided (A) such resignation occurs within 90 days after a triggering event and within the Change in Control Window, and (B) Executive first notifies the Board (via its chairman) in writing that he considers Good Reason to have occurred and gives the Bank at least 30 days to reverse or rectify the change:

(i) without his express written consent, Executive's responsibilities or authority are materially diminished from those in effect immediately prior to the Change in Control Window, including but not limited to a requirement that Executive report to a lower level officer than previously required (or, if not previously reporting to any officer, to an officer or to a non-public company board, rather than directly to the board of a publicly-traded company);

(ii) without his express written consent, Executive is removed or not reelected to any office or board position at either the Bancorp or the Bank which he held immediately prior to the Change in Control Window, without simultaneous election to a board position at a similar level in a post-Change in Control affiliated group;

(ii) a reduction by the Bank in Executive's base salary as in effect prior to the beginning of a Change in Control Window, other than via a salary reduction for Bank personnel generally of not more than 10%;

(iii) the Bank's requiring Executive to work from an office anywhere other than within 25 miles of the Bank's office from which Executive works as of the beginning of a Change in Control Window, except for required travel on the Bank's business to an extent substantially consistent with prior business travel obligations or such obligations as are incident to a promotion; or

(iv) the failure by the Bank to continue in effect (or ceasing Executive's participation in or reducing Executive's benefits from) any material fringe benefit, deferred benefit or compensation plan, pension plan, profit sharing plan, life insurance plan, major medical or hospitalization plan or disability plan or paid time off or vacation program in which Executive is participating when the Change in Control Window begins, without substituting plans providing the Executive with substantially similar or greater benefits in the aggregate.

11.8 " Historical Bonus " means the highest annual cash bonus paid to the Executive in the year in which the Termination of Employment occurs or the two immediately preceding calendar years, including cash bonuses that are deferred pursuant to any deferral election by Executive under a tax-qualified or non-qualified retirement or deferral plan maintained by the Bank.

11.9 " Permanent Disability " means any mental or physical condition or impairment which prevents Executive from substantially performing his duties for a period of more than 90 consecutive days.

11.10 " Termination of Employment " or " Termination " means the date the Bank reasonably anticipates that (i) Executive will not perform any further services for the Bank, Bancorp, or any other entity considered a single employer with the Bank under Section 414(b) or (c) of the Code (inserting 50% threshold for ownership in each place where 80% now appears therein) (the " Employer Group "), or (ii) the level of bona fide services Executive will perform for the Employer Group after that date will permanently decrease to less than 20% of the average level of bona fide services performed over the previous 36 months (or if shorter, over the duration of service). For this purpose, service performed as an employee or as an independent contractor is counted, except that service as a member of the Board of an Employer Group entity is not counted unless benefits under this Agreement are aggregated with benefits under any other Employer Group plan or agreement in which Executive also participates as a director. An Executive will not be treated as having a Termination of Employment 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 Executive has a reemployment right under statute or contract. If a bona fide leave of absence extends beyond six months, Executive will be considered to have a Termination of Employment on the first day after the end of such six month period, or on the day after Executive's statutory or contractual reemployment right lapses, if later. The Company will determine when Executive's Termination of Employment occurs based on all relevant facts and circumstances, in accordance with the definition of separation from service in Treasury Regulation Section 1.409A-1(h).

IN WITNESS WHEREOF , the Bank and Executive have entered into this Agreement as of the Effective Date, but actually on the dates set forth below.

	STOCK YARDS BANK & TRUST COMPANY

	By:	/s/ David P. Heintzman
		David P. Heintzman

	Title:	Chairman and Chief Executive Officer

	Date:	May 29, 2018


	EXECUTIVE

	/s/ Philip S. Poindexter
	Philip S. Poindexter

	Date:	May 29, 2018