REPUBLIC BANCORP INC /KY/ (Form: 8-K, Received: 02/01/2021 17:03:20)

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): January 27, 2021

REPUBLIC BANCORP, INC.

(Exact name of registrant as specified in its charter)


Kentucky	0-24649	61-0862051
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


601 West Market Street, Louisville, Kentucky		40202
(Address of principal executive offices)		(zip code)

Registrant’s telephone number, including area code: (502) 584-3600



Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common	RBCAA	The Nasdaq Stock Market

NOT APPLICABLE
(Former Name or former Address, if changed since last report)

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 (see General Instruction A.2. below):

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Adoption of Long-Term Incentive Program and Approval of Change in Control Severance Agreements

On January 27, 2021, the Compensation Committee of Republic Bancorp, Inc. (the “Company” or “Republic”), the parent company of Republic Bank & Trust Company (the “Bank”) approved the form of grant agreements for three types of equity compensation awards under the Company's 2015 Stock Incentive Plan (the "Plan") as part of a long-term incentive program for certain executive officers.

On, January 27, 2021, the Compensation Committee awarded shares of restricted stock (the “Restricted Shares”), performance share units (“PSUs”), and nonqualified stock options (“NQSOs”) (collectively the “Equity Awards”) to four executive officers including Kevin Sipes, Executive Vice President and Chief Financial Officer, and William (Bill) Nelson, President of the Republic Processing Group. Also, on January 27, 2021, the Committee awarded Logan Pichel, President of the Bank, 2,667 Restricted Shares vesting December 31, 2023 and 5,335 PSUs.

Mr. Sipes and Mr. Nelson were each granted the following:

●1,333 Restricted Shares, vesting December 31, 2023;

●1,333 PSUs; and

●5,000 NQSOs, that are exercisable between the third and fourth anniversary of the grant date.

The awarded PSUs will be settled in early 2022 by issuance of Restricted Shares (shares generally subject to forfeiture if employment ends before December 31, 2023) based on the Bank’s percentile ranking among its peers for its return on average assets (“ROAA”) and efficiency ratio as published by the Federal Financial Institutions Examination Council (“FFIEC”) in its December 31, 2021, Uniform Bank Performance Report (“UBPR”). Each executive can earn the right to be issued Restricted Shares of up to 150% of the number of PSUs granted if the Bank’s rank against peers is high enough. All shares of stock issued under the PSUs or as Restricted Stock must be held by the officer for a period of two years after the vesting date.

This summary of the Equity Awards is qualified in its entirety by reference to the text of the Equity Award agreements, which are filed as Exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

Change in Control Severance Agreements

On January 27, 2021, the Company’s Board of Directors (the “Board”) approved and the Company and the Bank entered into Change in Control Severance Agreements (collectively, the “Agreements”) with five executives, including Messrs. Nelson and Sipes and Juan Montano, Executive Vice President & Chief Mortgage Banking Officer. The Agreement with Mr. Sipes replaces his previous agreement originally dated as of June 15, 2001. The Agreements’ initial terms end on December 31, 2022 with automatic renewal thereafter for successive two-year periods, unless the Company elects not to renew by providing written notice to the executive at least 60 days prior to the expiration of the then-current term.

Upon a change in control, as defined in the Agreements, any executive subject to an Agreement who is involuntarily terminated without cause, or resigns for good reason as a result of material changes in duties or compensation (both as defined in the Agreements), within a two-year period after such change in control, would be entitled to receive the following benefits:

- 2 -

Pay to the executive of the unpaid balance of the executive’s full base salary through the date of termination;

Severance compensation equal to two times the executive’s base salary plus the average bonus paid to the executive officer in the prior three years, payable in installments over the 24 months following termination;

Pay as incurred to reimburse the executive for all legal fees and expenses incurred by the executive resulting from the termination;

Cause all stock options and stock appreciation rights held by the executive, immediately prior to the termination, to become immediately exercisable;

Maintain in full-force and effect, for the benefit of the executive for two years following the date of termination, participation in all employee welfare benefit plans of the Company or Bank; and

Assign to the executive any assignable interest in any life insurance policy the Company owns on the executive’s life

These benefits may be reduced if they would trigger an excise tax under Internal Revenue Code Section 280G, but only if the net after tax value to the executive after such reduction is higher than it would be if the entire amount were paid and the executive paid the related excise taxes. The Agreements contain non-competition, non-solicitation and confidentiality provisions binding upon the executive.

This summary of the Agreements is qualified in its entirety by reference to the text of the Agreements, which are filed as Exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibits.

Exhibit No.


10.1	Form of Restricted Stock Award Agreement
10.2	Form of Performance Stock Unit Award
10.3	Form of Option Award Agreement
10.4	Change in Control Severance Agreement dated January 27, 2021 between Republic Bancorp, Inc. and Republic Bank & Trust Company and William Nelson
10.5	Form of Change in Control Severance Agreement between Republic Bancorp, Inc.., and Republic Bank & Trust Company and designated executives
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

- 3 -

SIGNATURES

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 hereunto duly authorized.


		Republic Bancorp, Inc.
		(Registrant)


Date: February 1, 2021	By:	/s/ Kevin Sipes
		Executive Vice President, Chief Financial Officer & Chief Accounting Officer

- 4 -

Exhibit 10.1

Form of Restricted Stock Award Agreement

REPUBLIC BANCORP, INC.

2015 STOCK INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

This is a Restricted Stock Award Agreement (this “Award”) dated as of _________, 20__ (the “Grant Date”) by and between Republic Bancorp, Inc., a Kentucky corporation (the “Company”), and ____________ (the “Participant”).

Recitals

A.	With shareholder approval, the Board of Directors of the Company adopted the Republic Bancorp, Inc. 2015 Stock Incentive Plan (the “Plan”).

The Committee (as defined in the Plan) has determined that it is in the best interests of the Company and appropriate to the stated purposes of the Plan that the Company grant to the Participant shares of the Company’s Class A common stock (“Stock”) pursuant and subject to the terms, definitions, and conditions of the Plan and the restrictions set out in this Award.

Award Agreement

NOW, THEREFORE, the Company and the Participant do hereby agree as follows:

SECTION 1 –GRANT OF AWARD

Pursuant to the Plan and subject to the terms and conditions of this Award, the Company hereby grants to the Participant [___________] shares of Stock (the “Restricted Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings given in the Plan.

SECTION 2 – RESTRICTED PERIOD

(a)The Restricted Shares shall be subject to forfeiture during the period (the “Restricted Period”) beginning with the Grant Date and ending on the earliest to occur of the following, which shall be referred to herein as the “Vesting Date”:

◾

100% of the Restricted Shares shall cease to be forfeitable on December 31, 20___, provided the Participant is still employed by the Company or the Bank on that date;

◾

– 1 –

the happening of a Change of Control, but only if the Participant signs a Release after such termination and before that 60^th day;

◾

A percentage (rounded down to the nearest whole share) of the Restricted Shares shall cease to be forfeitable equal to (i) the number of whole or partial months elapsed from January 1, 20___ through the date of the Participant’s death or Disability, divided by (ii) 36 months, if Participant remains employed through the happening of such event.

The Restricted Shares (or the remaining portion of the Restricted Shares, as the case may be) shall be forfeited upon the Participant’s Termination of Employment for any reason or circumstance not set forth above and before a Vesting Date. Upon forfeiture, the Participant shall have no rights under the Plan or this Award.

(b)The capitalized terms “Cause,” and “Good Reason” for purposes of this Award shall have the meanings given in any Employment Agreement between Participant and the Company, or, if none, or if not there defined, in the Participant’s Change in Control Severance Agreement dated January 27, 2021 as same may be amended form time to time. “Change of Control” and “Disability” shall have the meanings given in the Plan. The “Release” referred to herein shall mean a general release of claims effective as of the date of Participant’s Termination of Employment, in form and substance acceptable to the Company is its sole discretion. The general release will contain a waiver and release of all claims or other causes of action against the Company, its Subsidiaries and it and their directors, officers, employees and agents. The form of release shall be tendered by the Company to Participant within ten (10) days after Termination of Employment and must be signed, and all revocation periods thereunder have expired, within sixty (60) days following such date.

SECTION 3 –DIVIDENDS DEFERRED IN PAYMENT; ISSUANCE AND TRANSFER RESTRICTIONS

(a)No Transfers Before Vesting. Until a Vesting Date, the Participant may not sell, transfer, pledge, assign or otherwise dispose of the Restricted Shares other than by will or the laws of descent and distribution. Any attempt by the Participant to sell, transfer, pledge, assign or otherwise dispose of the Restricted Shares prior to the Vesting Date shall be null, void and without effect.

(b)Dividends. Any dividends that may be declared on the Restricted Shares shall be paid to the Bank and accumulated in a bookkeeping account (without interest) for the benefit of Participant until the Vesting Date of the shares to which each dividend relates, and will be paid to the Participant within thirty (30) days following the Vesting Date, net of tax withholdings as required by law. Dividends on unvested Restricted Shares which are forfeited hereunder shall also be forfeited. Notwithstanding anything herein to the contrary, the date of delivery of deferred dividends shall be delayed if payment would otherwise be required hereunder after termination of employment (other than on account of death) and before six (6) months have elapsed from that termination date, if the Participant is a Specified Employee (as defined in the Plan) and the circumstances of payment require delay under Section 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.

– 2 –

(c)Voting. The Participant shall have all the rights of a shareholder to vote the Restricted Shares.

(d)Right of First Refusal and Holding Period. The Participant is bound by Section 11.13 of the Plan, which provides that any transfer of Restricted Shares, even after a Vesting Date, must be preceded by a written notice to the Company that allows the Company to take up to ten (10) days to decide whether to buy the Restricted Shares instead of the Stock being transferred as proposed. Further, by acceptance of this Award. Participant agrees to hold the Restricted Shares for a minimum of two (2) years following the Vesting Date (other than such shares used to cover tax withholding hereunder), unless Participant’s Termination of Employment occurs prior to the end of such period.

(e)Shares held in Escrow. Until the Vesting Date, the Bank shall hold in escrow all evidence of the Restricted Shares, whether reflected in electronic or book-entry registration shares registered in the name of the Participant, and as soon as practicable after the Vesting Date the Bank shall release from such escrow all evidence of such ownership, but including the Plan’s restrictions on transfer in Section 11.13 thereof.

SECTION 4 – TAXES

(a)The Participant agrees, as a condition to this Award, not to make an election under Internal Revenue Code Section 83(b) to be taxed at the Grant Date on the Fair Market Value of the Restricted Shares at that time. Rather, Participant acknowledges that taxes will be due on the Fair Market Value of the Restricted Shares at each Vesting Date. The Participant must make arrangements satisfactory to the Committee to pay to the Company any federal, state or local taxes required to be withheld with respect to the Restricted Shares prior to the Vesting Date. The Participant’s acceptance of this Award constitutes the Participant’s instruction and authorization to the Company to retain for its own account (i) first from the deferred dividends owed on the vesting shares, and then, to the extent such dividends are not sufficient, (ii) from the shares to be released from escrow at a Vesting Date, that number of shares of Stock having a Fair Market Value at the Vesting Date, in each case in a total amount equal to the minimum amount required to be withheld for Federal state and local income taxes as well as FICA and Medicare taxes, unless the Participant timely elects to satisfy the tax withholding in accordance with Section 4(b) below.

(b)At any time up to and including the day prior to the Vesting Date, the Participant may notify the Company of the Participant’s election to pay the tax withholding by one of the means set forth in the withholding election attached hereto on Annex 1, which shall include: (i) pay in cash, or (ii) pay by tendering already-owned shares, or (iii) have taxes withheld from other wages, or (iv) some combination of these payment choices.

SECTION 5 – RESTRICTIVE COVENANTS

(a)Participant specifically acknowledges and agrees that Participant is and will remain subject to certain restrictive covenants, clawback rights, reduction in total payments after a Change of Control and dispute resolution (arbitration) terms set forth in either an Employment Agreement or a Change in Control Severance Agreement between Participant and the Company and Bank dated January 27, 2021 and that this Award is also subject to such terms.

– 3 –

(b)The Company and the Participant each acknowledge and agree that any breach of those covenants would cause irreparable harm to the Company or its subsidiaries. In the event of a breach or threatened breach by the Participant of these covenants, the Company shall be entitled to, in addition to any other legal or equitable remedies available to it, declare the Restricted Shares forfeited. Any electronic/book-entry shares and/or stock certificates representing such Restricted Shares shall be returned to the Company. The Company and the Participant further agree that upon breach, the Company is entitled to recover, and the Participant will disgorge to the Company, any profits realized from the prior disposition of the Restricted Shares.

(c)The provisions of this Section shall survive the termination of this Award and will be construed as independent of any other provision of this Award, and the existence of any claim or cause of action by the Participant against the Company, whether predicated on this Award or otherwise, will not constitute a defense to the enforcement by the Company of such covenants and agreements. If any provision of this Award, including this Section, 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. The parties will execute all documents necessary to evidence such amendment.

SECTION 6 – ACKNOWLEDGEMENTS

The Participant acknowledges receipt contemporaneously herewith of a copy of the Plan, and the Participant represents that he is familiar with the terms and provisions thereof and hereby accepts the Award herein subject to all the terms and provisions thereof. The Participant acknowledges that nothing contained in the Plan or this Award shall (a) confer upon the Participant any additional rights to continued employment by the Company or any corporation related to the Company; or (b) interfere in any way with the right of the Company to terminate the Participant’s employment or change the Participant’s compensation at any time.

SECTION 7 – AMENDMENT

The Committee may amend the terms and conditions of this Award as provided in the Plan; provided, however, no amendment may impair the rights of the Participant without the consent of the Participant.

SECTION 8 – TERM OF AWARD

This Award shall terminate (except with respect to Section 5) upon the earlier of (i) failure of the Participant to execute an electronic acceptance of the Agreement via the Company-provided website, or, if a Company-provided website is not available, return a counter-signed copy of this Award to the Company within thirty (30) calendar days after its presentation to Participant; (ii) release from restrictions on or the forfeiture of all Restricted Shares; (iii) mutual agreement of the parties.

– 4 –

IN WITNESS WHEREOF, the parties have executed and delivered this Award as of the date set forth in the preamble hereto, but actually on the dates set forth below.


	REPUBLIC BANCORP, INC.


	By

	Name:

	Title:



	Participant

IMPORTANT NOTE: if this award is not accepted electronically through the company -provided website, or, if a company-provided website is not available, signed and returned to the director of human resources of the company by participant within thirty (30) calendar days after receipt, it shall be deemed rejected by participant and the company’s offer shall be immediately withdrawn and become null and void.

– 5 –

ANNEX 1

Alternative Withholding Election for Restricted Shares that are Vesting

INSTRUCTIONS: You do not need to submit this form if you want any accumulated dividends on vesting Shares, plus, if deferred dividends are not sufficient, shares that would otherwise vest to be deemed tendered back to the Company in an amount equal (based on their fair market value on the Vesting Date) to the minimum tax withholding due, with the net number of vested shares remaining after that withholding issued in your name. If you prefer to satisfy your withholding obligation in a different way, please check the appropriate line below and return this form with any required other materials (cash or check, or a stock power or other stock certificates, if you elect Method No. 1 or No. 2 in whole or part). No matter what you elect below, taxes on dividends related to vested shares will be deducted from the dividends themselves before they are paid, such that this election will apply to just those taxes related to the Restricted Shares’ value.

Depending on the choice elected, cash or other documents need to accompany the election The amount remitted or withheld will be a reasonable estimate of the tax withholding obligations due by reason of the vesting of the Restricted Shares, and your notice must acknowledge and allow debit from your next paycheck any reconciliation of that estimate to the exact tax withholding due, as soon as such amount is precisely calculable by the Company. For example, if our stock is trading at $26 when you submit your election, and you have 100 shares vesting (total value of $2,600), and you remit 28% of that amount (or $728) to cover the estimated current tax withholding rate, and it turns out that the shares trade at $26.50 on the vesting date, we will debit the additional $140 in withholding from your next paycheck.

Method No. 1

____

I elect to pay withholding in cash. Attached is a check for __%1 of the value of the shares that are vesting as of the latest close of the market before I submitted this form. I understand that the Bank will determine the actual market value of the shares at the close of the market on the Vesting Date, and if any more or less tax withholding is due, will reconcile that amount by either issuing me a check for the difference, or taking the additional taxes due from my next paycheck, and I authorize that deduction.

Method No. 2

____

I elect to pay the taxes due by tendering other shares of stock that I already own. Attached is a stock certificate, signed on the back to tender, or a stock power to authorize the transfer agent to transfer the shares that I think will be sufficient to pay the withholding, based on the actual market value of the shares at the close of the market on the vesting date, and a ___%2 withholding rate. If any more or less tax withholding is due, I authorize the Bank to reconcile the value of the shares I have tendered and either issue me a check for the difference, or take the additional taxes due from my next paycheck.

1 Consult with the Bank’s payroll department regarding the required withholding rate in effect, at the time this election is made, and insert that percentage here

2 See prior footnote

Method No. 3

____

I authorize the Bank to withhold the taxes related to this vesting of Restricted Stock from my next regular paycheck. I understand that, if one paycheck will not be large enough to cover these taxes and all other regular deductions, the Bank will debit any difference by issuing to me fewer than the total number of vested shares (the number subtracted will depend on the amount of taxes still due and the fair market value of the shares on the vesting date).

Method No. 4

____	I elect a combination of the above methods, as follows (please describe):________________________________________________________________

________________________________________________________________________

SIGNATURE

OF PARTICIPANT:__________________________________________

Date:________________________

– 7 –

Exhibit 10.2

Form of Performance Stock Unit Award

REPUBLIC BANCORP, INC.

2015 STOCK INCENTIVE PLAN

PERFORMANCE SHARE UNIT AWARD

This is a Performance Share Unit Award Agreement (this “Award”) dated as of _______ 20____ (the “Grant Date”) by and between Republic Bancorp, Inc., a Kentucky corporation (the “Company”), and [___________] (the “Participant”).

Recitals

A.	With shareholder approval, the Board of Directors of the Company adopted the Republic Bancorp, Inc. 2015 Stock Incentive Plan (the “Plan”).

The Committee (as defined in the Plan) has determined that it is in the best interests of the Company and appropriate to the stated purposes of the Plan that the Company grant to the Participant the right to be issued restricted shares of the Company’s Class A common stock (“Stock”) pursuant and subject to the terms, definitions, and conditions of the Plan and the achievement of performance criteria as set out in this Award.

Award Agreement

NOW, THEREFORE, the Company and the Participant do hereby agree as follows:

SECTION 1 –Grant of PSUs

Pursuant to the Plan and subject to the terms and conditions of this Award, the Company hereby grants to the Participant [___________](the “Target Number”) performance share units (“PSUs”) with respect to which the Participant may in the future be issued shares of Stock subject to the restrictions set forth at Exhibit B hereto (the “Restricted Shares”). Each PSU represents the right to receive up to 1.5 Restricted Shares (if performance above the target performance is achieved), subject to the terms and conditions set forth in this Agreement and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings given in the Plan.

SECTION 2—Transfer Restriction on PSUs

Until the delivery of Restricted Shares 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.

SECTION 3—Performance Criteria Measurement and Issuance of Restricted Shares

Except as provided in Sections 4 below, if and to the extent that the performance criteria set forth on Exhibit A attached hereto are met as of December 31, 20____, as determined by the Committee, the resulting number of PSUs as set forth on that Exhibit shall be deemed earned hereunder. The number of PSUs earned hereunder shall be determined by the Committee in February 20___ then rounded down to a whole number of shares, and the resulting number of Restricted Shares will be issued in satisfaction of the Award before March ___, 20___. Any PSUs that are not so earned shall terminate on March ___, 20___. Any such determination by the Committee shall be final and binding.

SECTION 4—Separation from Service Prior to Issuance of Restricted Shares

In the event of the Participant’s Termination of Employment prior to the end March 15, 2022, the following provisions shall apply:

(a)

Except as expressly provided below in Sections 4(b) or 4(c), in the event of the Participant’s Termination of Employment for any reason prior to the Committee’s determination and issuance of Restricted Shares, the PSUs held by the Participant shall be automatically forfeited by the Participant as of the date of Termination. Neither the Participant nor any of the Participant’s successors, heirs, assigns or personal representatives shall have any rights or interests in any PSUs that are so forfeited.

(b)

Notwithstanding Section 4(a), if the Participant’s Termination of Employment is as the result of Termination by the Company other than for Cause, or Termination by the Participant for Good Reason, as each of those terms are defined in that certain Change in Control Severance Agreement dated as of January 27, 2021 between Participant, the Company, and Republic Bank & Trust Company (the “Bank”), and provided further that the Participant signs and does not revoke a Release (as defined in Section 5.2 below) within sixty (60) days thereafter, the earned PSUs and resulting Restricted Shares to be issued shall be determined in the same manner and at the same time as it would for a Participant who is still in service on March 15, 2022.

(c)

Notwithstanding Section 4(a), if the Participant’s Termination of Employment is as the result of (i) death, or (ii) Disability, the earned PSUs and resulting Restricted Shares to be issued shall be determined in the same manner as it would for a Participant who is still in service on that date, but that number shall be subject to further adjustment equal to (i) the number of PSUs subject to the Award that would have been earned in accordance with Section 3 above (assuming no Termination of Employment had occurred), multiplied by (ii) a service fraction, the numerator of which is the number of full months from January 1, 20___ through the date of the Participant’s Termination, and the denominator of which is 36, and the Restricted Shares so issuable shall no longer be forfeitable thereafter, in accordance with Section 2 of the Restricted Stock Award Agreement at Exhibit B. Any PSUs that are not earned in accordance with the foregoing provisions of this Section shall terminate and be forfeited as of March ___, 20___.

– 2 –

(d)

Notwithstanding Section 4(a), if a Change of Control (as defined in the Plan) occurs prior to March ___, 20___ and the Participant remains employed by the Company or Bank as of such date, upon the date of the Change of Control, the Participant shall be deemed to have earned the Target number of PSUs and Restricted Shares with respect thereto will be issued accordingly.

SECTION 5 – Restriction Covenants

5.1Covenants Apply. Participant specifically acknowledges and agrees that Participant is and will remain subject to certain restrictive covenants, clawback rights, reduction in total payments after a Change of Control and dispute resolution (arbitration) terms set forth in that certain Change in Control Severance Agreement dated as of January 27, 2021 between Participant, the Company and the Bank and that this Award is also subject to such terms.

5.2Acknowledgements. The Company and the Participant each acknowledge and agree that any breach of those covenants would cause irreparable harm to the Company or its subsidiaries. In the event of a breach or threatened breach by the Participant of these covenants, the Company shall be entitled to, in addition to any other legal or equitable remedies available to it, declare the Restricted Shares forfeited. Any stock certificates representing such Restricted Shares shall be returned to the Company. The Company and the Participant further agree that upon breach, the Company is entitled to recover, and the Participant will disgorge to the Company, any profits realized from the prior disposition of the Restricted Shares.

5.3Survival. The provisions of this Section shall survive the termination of this Award and will be construed as independent of any other provision of this Award, and the existence of any claim or cause of action by the Participant against the Company, whether predicated on this Award or otherwise, will not constitute a defense to the enforcement by the Company of such covenants and agreements. If any provision of this Award, including this Section, 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. The parties will execute all documents necessary to evidence such amendment.

SECTION 6 – Acknowledgements

SECTION 7 – Restrictions Imposed by Law

Notwithstanding any other provision of this Award, the Participant agrees that the Company will not be obligated to deliver any Restricted Shares 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

– 3 –

exchange upon which the Stock is listed. As a condition to the settlement of the PSUs, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation.

SECTION 8 - Amendment

SECTION 9 – Term of Award

This Award shall terminate (except with respect to Section 6) upon the earlier of (i) failure of the Participant to execute an electronic acceptance of the Award via the Company-provided website, or, if a Company-provided website is not available, return a counter-signed copy of this Award to the Company within thirty (30) calendar days after its presentation to Participant; (ii) release from restrictions on or the forfeiture of all Restricted Shares; (iii) mutual agreement of the parties.

IN WITNESS WHEREOF, the parties have executed and delivered this Award as of the date set forth in the preamble hereto, but actually on the dates set forth below.


	REPUBLIC BANCORP, INC.



	By

	Name:

	Title:



	Participant


	Presenter’s Initials:
	Date Presented:

– 4 –

EXHIBIT A

How PSUs are Earned; Conversion to Restricted Shares

Subject to Section 4 of this Award Agreement, the PSUs shall be earned and settled by issuance of Restricted Shares based on the extent to which Threshold, Target or Maximum performance of two performance criteria is met or exceeded. The number of Restricted Shares to be issued shall range from 0-150% of the PSUs under this Award, and the extent to which any are earned shall be determined based on where the Bank’s actual ROAA for 2021 falls when it is ranked within its Peer Group, plus where the Bank’s Efficiency Ratio for 2021 falls when ranked within its Peer Group, with each performance criteria weighted 50%, as follows:

	ROAA	Efficiency Ratio
150% at Maximum—If achieved, each PSU awarded will be converted to 1.5 Restricted Shares (rounded down to next whole share)	Top 10% of Peer Group	Top 15% of Peer Group

100% at Target—if performance is at least this level, and not as high as Maximum level, each PSU will be converted to 1 Restricted Share	Top 12% of Peer Group	Top 25% of Peer Group

50% at Threshold—if performance is less than Target, but at or above this level, then 0.5 Restricted Shares per PSU will be issued (rounded down to next whole share)	Top 15% of Peer Group	Top 35% of Peer Group

If performance is between two tiers, the lower tier shall apply.

If the Bank’s financial statement net income is less than $10 million in 2021, no PSUs hereunder shall be earned nor any Restricted Shares be issued with respect thereto, even if one or more of the performance measures set out above is above the Threshold level.

All determinations of where the Bank’s performance ranks within the Peer Group will be made based on data assembled and reported by the Federal Financial Institutions Examination Council (FFIEC) in its Uniform Bank Performance Reports (UBPR) based on the financial information and methodologies FFIEC employs for such reports and its Peer Group most appropriate (in the judgment of the Committee) to the Bank.

For example, if the Bank has net income of greater than $10 million and ranks in the top 10% of Peer Group based on its 2021 ROAA (Maximum), but is ranked at the 20% percentile (between Target and Maximum) in its Peer Group Efficiency Ratio, the Participant will be issued 1.25 Restricted Shares (1.5 x 50% weighting + 1 x 50% weighting) multiplied by the PSUs subject to this Award (then rounded down to next whole Share), provided that Section 4 does not mandate further adjustment.

Any PSUs that are not earned and converted into Restricted Shares based on the performance requirements set forth in this Exhibit A (and which have not previously terminated pursuant to the terms of the Award Agreement) will automatically terminate as of March 15, 2022.

– 5 –

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

●

“ROAA” or “Return on Average Assets” means the Bank’s net income from continuing operations less any securities gains, net of taxes, divided by the average assets for a calendar year.

●

“Efficiency Ratio” means the Bank’s expenses for the year, divided by its net revenues, with latter defined as its operating income less its provision for loan losses.

●

“Peer Group” means the group of banks similar in size, location and net income in a peer group report generated by FFIEC, with the judgment as to which such group is most comparable and appropriate to the Bank to be made in the Committee’s sole discretion.

The Bank’s ROAA and Efficiency Ratio will generally be determined solely based on data used and reported in FFIEC’s UBPR reports, but the Committee may, in its sole judgment, exclude certain expenses, income or revenues that it deems to be infrequent or non-recurring in nature for purposes of determining the Bank’s ranking in such measure within its Peer Group. The Committee shall make all determinations regarding the level at which PSUs are earned hereunder, and the determination of the Committee shall be final and binding on all parties.

– 6 –

EXHIBIT B

Terms Governing Restricted Shares

REPUBLIC BANCORP, INC.

2015 STOCK INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

This is a Restricted Stock Award Agreement (this “Award”) dated as of _________, 20___ (the “Grant Date”) by and between Republic Bancorp, Inc., a Kentucky corporation (the “Company”), and ____________ (the “Participant”).

Recitals

A.	With shareholder approval, the Board of Directors of the Company adopted the Republic Bancorp, Inc. 2015 Stock Incentive Plan (the “Plan”).

Award Agreement

NOW, THEREFORE, the Company and the Participant do hereby agree as follows:

SECTION 1 –GRANT OF AWARD

SECTION 2 – RESTRICTED PERIOD

◾

100% of the Restricted Shares shall cease to be forfeitable on December 31, 20___, provided the Participant is still employed by the Company or the Bank on that date;

◾

100% of the Restricted Shares shall cease to be forfeitable on the 60^th day following Participant’s Termination of Employment either by the Participant for Good Reason or by the Company or Bank for a reason other than Cause, within 24 months following the happening of a Change of Control, but only if the Participant signs a Release after such termination and before that 60^th day;

◾

A percentage (rounded down to the nearest whole share) of the Restricted Shares shall cease to be forfeitable equal to (i) the number of whole or partial months elapsed from

– 7 –

January 1, 20____ through the date of the Participant’s death or Disability, divided by (ii) 36 months, if Participant remains employed through the happening of such event.

SECTION 3 –DIVIDENDS DEFERRED IN PAYMENT; ISSUANCE AND TRANSFER RESTRICTIONS

(c)Voting. The Participant shall have all the rights of a shareholder to vote the Restricted Shares.

– 8 –

(10) days to decide whether to buy the Restricted Shares instead of the Stock being transferred as proposed. Further, by acceptance of this Award. Participant agrees to hold the Restricted Shares for a minimum of two (2) years following the Vesting Date (other than such shares used to cover tax withholding hereunder), unless Participant’s Termination of Employment occurs prior to the end of such period.

SECTION 4 – TAXES

SECTION 5 – RESTRICTIVE COVENANTS

– 9 –

upon breach, the Company is entitled to recover, and the Participant will disgorge to the Company, any profits realized from the prior disposition of the Restricted Shares.

SECTION 6 – ACKNOWLEDGEMENTS

SECTION 7 – AMENDMENT

SECTION 8 – TERM OF AWARD

– 10 –

IN WITNESS WHEREOF, the parties have executed and delivered this Award as of the date set forth in the preamble hereto, but actually on the dates set forth below.

	REPUBLIC BANCORP, INC.



	By

	Name:

	Title:



	Participant

– 11 –

ANNEX 1

Alternative Withholding Election for Restricted Shares that are Vesting

Method No. 1

____

Method No. 2

____

Method No. 3

1 Consult with the Bank’s payroll department regarding the required withholding rate in effect, at the time this election is made, and insert that percentage here

2 See prior footnote

– 12 –

____

Method No. 4

____	I elect a combination of the above methods, as follows (please describe):________________________________________________________________

________________________________________________________________________

SIGNATURE

OF PARTICIPANT:__________________________________________

Date:________________________

– 13 –

Exhibit 10.3

Form of Option Award Agreement

REPUBLIC BANCORP, INC.

2015 STOCK INCENTIVE PLAN

OPTION AWARD AGREEMENT

This is an Option Award Agreement (this “Award”) dated as of _____ __, 20___ (the “Grant Date”) by and between Republic Bancorp, Inc., a Kentucky corporation (the “Company”), and Logan Pichel (“Optionee”).

Recitals

A.	With shareholder approval, the Board of Directors of the Company adopted the Republic Bancorp, Inc. 2015 Stock Incentive Plan (the “Plan”).

The Committee (as defined in the Plan) has determined that it is in the best interests of the Company and appropriate to the stated purposes of the Plan that the Company grant to the Optionee an option to purchase shares of the Company’s Class A common stock (“Stock”) pursuant and subject to the terms, definitions, and conditions of the Plan.

Agreement

NOW, THEREFORE, the Company and the Optionee do hereby agree as follows:

SECTION 1 – GRANT OF OPTION

Pursuant to the Plan and subject to the terms and conditions of this Award, the Company hereby grants to Optionee an option (the “Option”) to purchase all or any part from time to time of the aggregate shares set forth below:

TYPE OF OPTION NUMBER OF SHARES

OF STOCK

Non-Qualified Stock Options ____________

SECTION 2 – EXERCISE PRICE

The option Exercise Price hereunder is $_____ per share of Stock (the “Exercise Price”), which equals 100% of the Fair Market Value of a share of Stock on the Grant Date.

- 1 –

SECTION 3 – DURATION OF OPTION

Unless accelerated pursuant to Section 11.8 of the Plan (upon a Change in Control) and subject to such shorter period provided in Section 6.8 of the Plan (regarding the lapse of the exercise right 6 months following a Termination of Employment or Service on account of death or Disability, and the lapse of the exercise right immediately upon any other Termination) and Section 6.6 of the Plan (must be in good standing at Exercise Date), the Option shall be exercisable in full upon the Optionee’s death or Disability while employed or in the Service of the Company, and, absent such an event, with respect to 100% of the Shares of Stock subject to this Option beginning on _____ ____, 20___, and until no later than _____ ___, 20___, after which dates the Options shall expire (the “Option Period”).

SECTION 4 – EXERCISE OF OPTION

During the Option Period, the Optionee may exercise the Option upon compliance with the following additional terms:

(a)Method of Exercise. The Optionee shall exercise all or portions of the Option electronically through a Company-provided website. If no Company-provided website is available at the time of exercise, the Optionee may exercise all or portions of the option by written notice. Such written notice shall:

(i)

state the election to exercise the Option, the number of shares in respect of which it is being exercised (the “Option Shares”), and the Optionee’s address and Social Security Number;

(ii)

contain such representations and agreements, if any, as the Company’s counsel may require concerning the holder’s investment intent regarding the Option Shares,

(iii)

include an acknowledgement and acceptance of the restrictions on transfer of the Option Shares contained in the Plan;

(iv)

be signed by the Optionee; and

(v)

be in writing and delivered to the Company’s Accounting Department for action on behalf of the Committee (the date of such delivery shall be the “Exercise Date”).

(b)Payment Upon Exercise of Option. Optionee shall deliver with the electronic or written notice of exercise described above payment of the full Exercise Price for the Option Shares plus any tax withholding due upon exercise which shall be made (a) in cash, (b) by delivery or attestation of ownership of a number of shares of Stock having a Fair Market Value as of the Exercise Date equal to the product of the Exercise Price multiplied by the number of shares of Stock the Optionee desires to purchase upon exercise, plus the related tax withholding; (c) by requesting at exercise to use a net exercise procedure under which the Exercise Price and/or related tax withholdings are subtracted from the Shares otherwise issuable on exercise; or (d) by any combination of the foregoing.

- 2 –

(c)Stock Certificates. Assuming the Committee concludes that the above deliveries fully comply with the conditions for exercise and that the Optionee was in good standing (in the Committee’s sole discretion) as of the Exercise Date, the Company shall cause to be issued and delivered either by electronic or book-entry registration shares registered in the name of the Optionee, in either case including the Plan’s restrictions on transfer in Section 11.13 thereof, as soon as practicable following the receipt of notice and payment described above.

SECTION 5 – NONTRANSFERABILITY OF OPTION

The Option shall not be transferable or assignable by the Optionee. The Option shall be exercisable, during the Optionee’s lifetime, only by the Optionee. The Option shall not be pledged or hypothecated in any way, and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy of any process upon the Option, shall be null, void and without effect.

SECTION 6 – RESTRICTIONS ON ISSUING SHARES AND ON DISPOSITION OF SHARES ACQUIRED UPON EXERCISE

(a)Shares shall not be issued pursuant to the exercise of the Option, unless the issuance and transferability of the shares shall comply with all relevant provisions of law, including, but not limited to, the (i) limitations, if any, imposed by the Commonwealth of Kentucky; and (ii) restrictions, if any, imposed by the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder by the United States Securities and Exchange Commission. The Committee may, in its discretion, determine if such restrictions or such issuance of shares so complies with all relevant provisions of law.

(b)This Award is subject to restrictions on transfer set forth in more detail in Section 11.13 of the Plan, which section generally provides that any transfer must be preceded by electronic or written notice to the Company that allows the Company to take up to ten (10) days to decide whether to buy the Shares from Optionee instead of Optionee transferring them as proposed. Further, by acceptance of this Award, Optionee agrees to hold the Option Shares for a minimum of two years following the Exercise Date (other than such shares used to cover tax withholding hereunder), unless Optionee’s Termination of Employment occurs prior to the end of such period.

SECTION 7 – RESTRICTIVE COVENANTS

(a)

Optionee specifically acknowledges and agrees that Optionee is and will remain subject to certain restrictive covenants, clawback rights, reduction in total payments after a Change of Control and dispute resolution (arbitration) terms set forth in any Employment Agreement between Optionee and the Bank, or, if none, or if not there defined, in the Participant’s Change in Control Severance Agreement dated January 27, 2021 as same may be amended from time to time and that this Award is also subject to such terms.

(b)The Company and the Optionee each acknowledge and agree that any breach of those covenants would cause irreparable harm to the Company or its subsidiaries. In the event of a breach or threatened breach by the Optionee of these covenants, the Company shall be entitled to, in addition to any other legal or equitable remedies available to it, declare the Option Shares forfeited. Any

- 3 –

electronic/book-entry shares and/or stock certificates representing such Option Shares shall be returned to the Company. The Company and the Optionee further agree that upon breach, the Company is entitled to recover, and the Optionee will disgorge to the Company, any profits realized from the prior disposition of the Option Shares.

(c)The provisions of this Section shall survive the termination of this Award and will be construed as independent of any other provision of this Award, and the existence of any claim or cause of action by the Optionee against the Company, whether predicated on this Award or otherwise, will not constitute a defense to the enforcement by the Company of such covenants and agreements. If any provision of this Award, including this Section, 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. The parties will execute all documents necessary to evidence such amendment.

SECTION 8 – ACKNOWLEDGEMENTS

The Optionee acknowledges receipt contemporaneously herewith of a copy of the Plan, and the Optionee represents that he is familiar with the terms and provisions thereof and hereby accepts the Option subject to all the terms and provisions thereof. Any capitalized term used herein and not otherwise defined shall have the meaning given in the Plan. The Optionee acknowledges that nothing contained in the Plan or this Award shall (a) confer upon the Optionee any additional rights to continued employment by the Company or any corporation related to the Company; or (b) interfere in any way with the right of the Company to terminate the Optionee’s employment or change the Optionee’s compensation at any time.

SECTION 9 – AMENDMENT

The Committee may amend the terms and conditions of this Award as provided in the Plan; provided, however, no amendment may impair the rights of the Optionee without the consent of the Optionee, and no amendment may extend the Option Period or change the exercise price of the Option issued hereunder except in accordance with adjustments in authorized shares as provided in Section 3.3 of the Plan.

SECTION 10 – TERM OF AWARD

This Award shall terminate (except with respect to Section 7) upon the earlier of (i) Failure of the Optionee to execute an electronic acceptance of the Agreement via the Company-provided website, or, if a Company-provided website is not available, return a counter-signed copy of this Award to the Company within ten (10) days after its presentation to Optionee; (ii) complete exercise, lapse or termination of the Option; (iii) mutual agreement of the parties; or (iv) the end of the Option Period.

- 4 –

IN WITNESS WHEREOF, the parties have executed and delivered this Award as of the date set forth in the preamble hereto, but actually on the dates set forth below.

REPUBLIC BANCORP, INC.

Name:Steve Trager

Title:Chief Executive Officer

Optionee:

IMPORTANT NOTE: If this Award is not ACCEPTED ELECTRONICALLY THROUGH THE COMPANY-PROVIDED WEBSITE, OR, IF A COMPANY-PROVIDED WEBSITE IS NOT AVAILABLE, signed and returned as directed in the acknowledgement of this Award by Optionee within ten (10) CALENDAR days after receipt, it shall be deemed rejected by Optionee and the Company’s offer shall be immediately withdrawn and become null and void.

- 5 –

Exhibit 10.4

Change in Control Severance Agreement dated January 27, 2021 between Republic Bank & Trust Company and William Nelson

REPUBLIC BANCORP, INC

REPUBLIC BANK & TRUST COMPANY

CHANGE IN CONTROL SEVERANCE AGREEMENT

This is a Change in Control Severance Agreement dated as of the 27^th day of January 2021, made by and between Republic Bancorp, Inc., a Kentucky corporation (the “Company”), and William R. Nelson (the “Executive”), who is presently President of the Processing Group Segment of Republic Bank & Trust Company (the “Bank”) (the “Agreement”). This Agreement is entered into in consideration of the mutual covenants herein contained and in further consideration of services performed and to be performed by the Executive for the Company and/or its Subsidiaries. As of the date of this Agreement, Bank is a wholly-owned Subsidiary of the Company. The Bank joins in this Agreement to further accomplish the terms and objectives of this Agreement.

Recitals

A.	The Company considers the establishment and maintenance of sound and vital management of the Company and its Subsidiaries to be essential to protecting and enhancing the best interests of the Company and its shareholders.

The Company recognizes that, while not anticipated, the possibility of a change in control may exist. Such possibility, and the uncertainty and questions which it may raise among management of the Company and its Subsidiaries may result in the departure or distraction of key members of management to the detriment of the Company’s shareholders.

The Company’s Board of Directors has determined that appropriate steps should be taken to encourage key members of management of the Company and its Subsidiaries, such as the Executive, to remain in the employ of the Company and/or its Subsidiaries and perform their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a change of control of the Company.

NOW, THEREFORE, in consideration of the foregoing and of the covenants herein contained, the parties hereto agree as follows:

Section 1 - Definitions

For purposes of this Agreement, the following words and terms shall have the following meanings:

1.1Termination by the Bank of the Executive’s employment for “Cause” shall mean termination upon (A) the willful and continued failure by the Executive substantially to perform the Executive’s duties with the Bank (other than any such failure resulting from Disability or

- 1 –

temporary incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Bank (the “Bank Board”), which demand specifically identifies the manner in which the Bank Board believes that the Executive has not substantially performed his duties; or (B) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Bank or the Company. For purposes of this definition, no act, or failure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Bank or the Company.

1.2A “Change in Control” of the Company or the Bank shall mean (i) an event or series of events which have the effect of any “person” as such term is used in Section 13(d) and 14(d) of the Exchange Act, becoming the “beneficial owner” as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of the Company or the Bank representing a greater percentage of the combined voting power of the Company’s or Bank’s then outstanding stock, other than the Trager Family Members as a group; (ii) an event or series of events which have the effect of decreasing the Trager Family Members’ percentage ownership of the combined voting power of the Company’s or Bank’s then outstanding stock to less than 25%; (iii) the business of the Company or the Bank is disposed of pursuant to a partial or complete liquidation, sale of assets, or otherwise. A Change in Control shall also be deemed to occur if (i) the Company or Bank enters into an agreement , the consummation of which would result in the occurrence of a Change in Control, (ii) any person (including the Company or the Bank) publicly announces an intention to take or to consider taking actions which have consummated would constitute a Change in Control, or (iii) the Company Board adopts a resolution to the effect that a “Potential Change in Control” for purposes of the Company’s Stock Incentive Plan has occurred. For purposes of this paragraph, “Trager Family Member” shall mean Steven E. Trager, Jean S. Trager and any of their lineal descendants, and any corporation, partnership, limited liability company or trust the majority owners or beneficiaries of which are directly or indirectly through another entity Bernard M. Trager, Jean S. Trager, or one or more of their lineal descendants, including, specifically, but without limitation, The Jaytee Properties Limited Partnership and Teebank Family Limited Partnership.

1.3“Code” shall mean the Internal Revenue Code of 1986, as amended.

1.4“Contract Period” shall mean the period defined in Section 2 hereof.

1.5“Date of Termination” shall mean the date specified in the Notice of Termination.

1.6“Disability” shall mean a physical or mental incapacity of the Executive which entitles the Executive to benefits under any long-term disability plan or wage continuation plan applicable to him and maintained by the Company as in effect immediately prior to the applicable Change in Control.

- 2 –

1.7“Good Reason” Termination by the Executive for “Good Reason” shall be based on:

(a)Without the Executive’s express written consent, (i) the failure to elect or to re-elect or to appoint or to re-appoint the Executive to his position immediately prior to the Change in Control or (ii) a material adverse change made by the Bank in the Executive’s functions, duties or responsibilities as an officer of the Bank;

(b)Without the Executive’s express written consent, a material reduction in the Executive’s base salary as in effect immediately prior to the Change in Control, or a material reduction in the total compensation and/or benefits package provided to the Executive, taken as a whole;

(c)The Bank assigns Executive to work from an office that is more than 40 miles from the current office from which Executive principally works without the Executive’s express written consent, except for required travel on business of the Company and its Subsidiaries to an extent substantially consistent with the Executive’s prior business travel obligations;

(d)Any purported termination of the Executive’s employment by the Company or Bank which is not effected pursuant to a Notice of Termination; or

(e)The failure by the Company or Bank to obtain the assumption of this Agreement by any successor, in accordance with Section 5.1.

Provided that, in each case, Executive resigns employment within 90 days after the first occurrence of any such event and the Company and Bank do not cure the circumstance within that period.

1.8A “Notice of Termination” shall mean a dated notice, from the Bank or from the Executive, which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, (iii) specifies a Date of Termination, which, in the case of Good Reason, shall not be less than 30 days nor more than 90 days after such Notice of Termination is given, and in the case of the Bank’s termination of Executive for Cause, shall be the date of such notice, and (iv) is given in the manner specified in Section 3.1 and 5.4.

1.9“Plans” shall have the meaning given in Section 3.5.

1.10“Potential Change in Control” has the meaning given in Section 1.2.

1.11Any reference to “Subsidiaries” of the Company shall include those Subsidiaries owned by the Company directly or owned by the Company indirectly through another company which is wholly-owned by the Company.

1.12“Total Annual Compensation” shall mean the sum of the Executive’s annual base salary at the rate in effect at the applicable Date of Termination, plus the average of any annual bonuses paid to the Executive in the three-year period prior to such date (including, for avoidance of doubt, $0.00 in such average for any of such years in which no bonus was paid).

- 3 –

Section 2 — Application of Agreement

This Agreement shall apply only to termination of employment of the Executive during a period (the “Contract Period”) commencing on the date immediately preceding the date of a Change in Control and terminating on the second anniversary of the date of that Change in Control; provided, however, that each such Change in Control occurs during the period commencing as of January 1, 2021 and terminating at midnight on December 31, 2022 or as further extended pursuant to the following sentence. At midnight on December 31, 2022, and on each annual anniversary of that time and date thereafter, such latter period shall be automatically extended for two additional years, unless on or before such anniversary the Company notifies the Executive in writing that it elects not to extend such period. There is one Contract Period for each Change in Control and there may be multiple Change(s) in Control. With respect to a termination pursuant to Section 3.2 only, the Contract Period shall also include the period from and after a Potential Change in Control. If a Potential Change in Control occurs but a Change in Control does not follow within one year of the Potential Change in Control, the Contract Period shall expire on the one year anniversary of the Potential Change in Control.

Section 3 — Termination

3.1Procedure for Termination. Any termination by the Bank during a Contract Period, whether due to Cause, Disability or any other situation in the discretion of the Company’s Chief Executive Officer, or by the Executive for any reason, including without limitation for Good Reason, shall be communicated by Notice of Termination to the other parties hereto. In the case of Executive’s termination for Good Reason, the Date of Termination must occur no later than two years following the initial existence of a good reason condition. Further, within 90 days after the date the Good Reason condition first exists, the Executive must give written notice thereof to the Bank, and the Bank must be given 30 days to cure the condition before the Date of Termination occurs.

3.2Termination for Cause or Before Contract Period. Upon a termination of the Executive’s employment for Cause during the Contract Period, the Executive shall have no right to receive any compensation or benefits hereunder. Upon a termination of the Executive’s employment without Cause during the Contract Period, the Executive shall be entitled to receive the benefits provided in Section 3.5 hereof. This Agreement shall not apply to, and the Executive shall have no right to receive any compensation or benefits hereunder in connection with, any termination of the Executive’s employment by the Company other than during a Contract Period, and Executive shall remain an “at will” employee until a Contract Period begins.

3.3Termination on Account of Death or Disability. This Agreement shall not apply to, and the Executive shall have no right to receive any compensation or benefits hereunder in connection with a termination of the Executive’s employment on account of the Executive’s death or Disability, whether or not during the Contract Period.

3.4Termination for Good Reason. During the Contract Period, the Executive shall be entitled to terminate his employment with the Company and, if (and only if) such termination is for Good Reason, to receive the benefits provided in Section 3.5 hereof. The Executive shall give the Company Notice of Termination of his employment pursuant to this Section 3.3. This

- 4 –

Agreement shall not apply to, and the Executive shall have no right to receive any compensation or benefits hereunder in connection with, any termination of the Executive’s employment by the Executive other than during a Contract Period.

3.5Compensation Upon Certain Terminations.

(a)If during a Contract Period the Executive’s employment is terminated by the Bank other than pursuant to death, Disability or for Cause, or if the Executive terminates his employment for Good Reason, then the Company or Bank shall (subject to reduction as provided in Sections 3.5(b)-(e) below):

(1)

pay to the Executive pay to Executive the unpaid balance of the Executive’s full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given;

(2)

pay to the Executive as severance compensation his Total Annual Compensation in equal periodic installments over the Bank’s regular pay periods for 24 months following the Date of Termination (unless delay is required pursuant to Section 3.6);

(3)

pay as incurred or reimburse Executive for all legal fees and expenses incurred by the Executive resulting from termination (including all such fees and expenses, if any, incurred in contesting any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement), as and when the Company is notified thereof, but in all events within 2½ months following the calendar year in which such amounts are incurred;

(4)

cause all stock options and stock appreciation rights and/or the rights held by the Executive with respect to stock in the Company, immediately prior to the termination, if not otherwise presently exercisable, to become presently exercisable;

(5)

maintain in full force and effect, for the continued benefit of the Executive for 24 months following the Date of Termination all employee welfare benefit plans of the Company or Bank within the meaning of Sections 3(1) of the Employee Retirement Income Security Act of 1974 (the “Plans”), in which Executive was participating immediately prior to a such termination (unless Plans generally available to employees of the Bank have been modified since the event, in which case the Plans to be continued shall be those in effect at the level most comparable to that available to the Executive at the Date of Termination and at the same cost-sharing for premiums or costs thereof as in effect before the Date of Termination. In the event that the Executive’s participation in any Plan of is prohibited, the Company or Bank shall arrange to provide the Executive with benefits substantially similar in value (without regard to similarity in tax consequence) to those which the Executive is entitled to receive under that Plan, for such period.

- 5 –

To the extent such Plans or provisions for comparable Plans constitute “deferred compensation” within the meaning of Section 409A of the Code, the Company and Bank shall not delay or accelerate payment to vendors or third parties for such coverage on Executive’s behalf, beyond the normal periodic payment periods then applicable for the Plans for employees generally; and

(6)

assign to Executive, when payments of severance as provided in subparagraph (2) above ceases, at no cost and with no apportionment of prepaid premiums, any assignable insurance policy owned by the Bank or the Company relating specifically to the Executive; if benefits under such a policy cease before the assignment date, the Company shall use its best efforts, without requirement to pay additional cash premiums, to maintain any such policy in full force and effect until such time, or allow the Executive to arrange to do so.

Any reimbursements under this Section 3.5 that may create taxable income for Executive must be submitted for reimbursement and paid as soon as practicable thereafter and will be paid (if timely submitted) in no event later than the last day of Executive’s taxable year following the taxable year in which the expense is incurred.

(b)All of the severance rights set forth in Section 3.5(a) are expressly conditioned upon Executive executing, and not thereafter revoking, a general release of claims effective as of the Date of Termination, in form and substance acceptable to the Company is its sole discretion. The general release will contain a waiver and release of all claims or other causes of action against the Company, its Subsidiaries and it and their directors, officers, employees and agents. The form of release shall be tendered by the Bank to Executive within 10 days after the Date of Termination and must be signed, and all revocation periods thereunder have expired, within 60 days following the Date of Termination. No severance, vesting or Plans to be paid or provided until that 60^th day but amounts that would have otherwise been paid or reimbursed during that 60-day period shall be paid immediately thereafter, if such release has been signed and not revoked by Executive at that date.

(c) If prior to the Executive’s receipt of the any or all of the severance and rights set forth in Section 3.5(a), it is determined that the Executive (i) committed any fraudulent act or omission, or breach of fiduciary duty with regard to the Company or Bank that has had or is likely to have a material adverse effect on either of them, (ii) is substantially responsible for the insolvency of, the appointment of a conservator or receiver for, or the troubled condition, as defined by applicable regulations of the appropriate federal banking agency, of either the Company or Bank, (iii) has materially violated any applicable federal or state banking law or regulation that has had or is likely to have a material adverse effect on either Company or Bank, or (iv) has violated or conspired to violate Sections 215, 656, 657, 1005, 1006, 1007, 1014, 1302 or 1344 of Title 18 of the United State Code, or Sections 1341 or 1343 of Title 18 (or successor to such laws) affecting the Company or Bank, then the severance and related rights shall not be provided to the Executive. If it is determined after the Executive receives the severance or rights set out in Section 3.5(a) that any of the matters set forth in clauses (i) through (iv) of this Section 3.5 (c) are applicable to the Executive, then the Executive shall promptly (and in any event within

- 6 –

10 business days following written notice to the Executive) return an amount equal to the severance or value of the right provided to the Company or Bank in immediately available funds.

(d)If, prior to the Executive’s receipt of the any or all of the severance and rights set forth in Section 3.5(a), the Executive violates certain express covenants contained herein, including the non-competition, non-solicitation, and confidentiality or the clawback provisions in Section 4, such payments shall cease and recourse may be sought to recover them. Further, in the event that Executive shall obtain alternative employment in the banking or financial services industry (even if outside of the area in which Executive is restricted from competing) within two years after his Date of Termination, Executive shall have the legal duty and responsibility in mitigation to immediately notify Company of that fact and the Company or Bank shall then cease any and all remaining severance installments and any Plan coverage for the remainder of the period.

(e) If the amounts payable (or the value of benefits due) 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 the Company or 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 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 payments 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.

3.6Delay in Payments for Specified Employees. Notwithstanding the provisions of Section 3.5 hereof, if the Executive is a “key employee” within the meaning of Section 416(i) (but without regard to Section 416(i)(5)) of the Code as of the last identification date thereof and determined in the manner provided in Treasury Regulation §1.409-1(i) when the Executive’s separation from service occurs, and stock of the Company is at such separation publicly traded on an established securities market or otherwise, any non-409A-exempt severance compensation and

- 7 –

benefits payable pursuant to Section 3.5 shall not be paid earlier than 6 months following the date of the Executive’s separation from service and shall be discounted to present value using the interest rate applicable to a three year certificate of deposit at Republic Bank & Trust Company on the delayed payment date. If the preceding sentence applies to the Executive, then the severance, reimbursements and benefits required by Section 3.5 shall not be paid or provided until 6 months following the Executive’s separation from service, unless such benefits or amounts do not constitute “deferred compensation” within the meaning given in Section 409A of the Code. For example, such benefits or amounts might not be deferred compensation to the extent benefits provided can be excluded from the Executive’s gross income as is reportable by the Company or the Bank on wage reports, or if they would be deductible by the Executive under Code Section 162 or 167 (without regard to any limitations based on adjusted gross income), and are provided or reimbursed prior to the end of the second calendar year following the calendar year in which the separation occurs. If a benefit cannot be provided or paid for by the Company during the 6 month period following the separation from service as a result of this timing restriction, the Company shall pay to Executive the amount of compensation that would have been paid during the 6 months, as well any amount he has expended for benefits during the 6 months delay, within 5 days after the 6 months delay period has expired, and shall pay or provide for the reimbursements and benefits provided hereunder otherwise at the time and in the manner provided in Section 3.5.

3.7Meaning of “Termination” or “Separation from Service.” If and to the extent termination of employment, or separation from service is required to trigger payment rights hereunder, such phrase shall have the meaning given in Treasury Regulation §1.409A-1(h) as reasonably interpreted by the Company. Specifically, these phrases mean the date the Company and the Executive reasonably anticipate that (i) the Executive 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 (the “Employer Group”), or (ii) the level of bona fide services performed after that date (as an employee or independent contractor, except that service as a member of the board of directors of an Employer Group entity is not counted unless termination benefits under this Agreement are aggregated with benefits under any other Employer Group plan or agreement in which Executive also participates as a director) 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). The Employee will not be treated as having a termination of employment or 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 Executive has a reemployment right with the Company by statute or contract. If a bona fide leave of absence extends beyond six months, a termination of employment or 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 Executive’s statutory or contractual reemployment right lapses, if later.

- 8 –

Section 4 — Restrictive Covenants and Regulatory Prohibitions

4.1Agreement Not to Compete, Disparage, Solicit or Disclose Confidential Information. In consideration of continued employment of Executive and all other consideration set forth in this Agreement, Executive covenants and agrees as follows:

(a)After the termination of his employment (whether or not during the Contract Period or term of this Agreement) and for a period of two years thereafter, he will not

(i)directly or indirectly own, manage, operate, be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any business which sells or attempts to provide products or services in the financial services industry, whether banking or non-banking, with similar products or services to those provided by the Company or its Subsidiaries (including but not limited to financial tax products, small dollar lending, or payment systems including prepaid cards), in a state in which the Company or its Subsidiaries has a branch or physical presence or otherwise engages in business, or in any other state that Company or its Subsidiaries has committed significant resources toward entering during the term of Executive’s employment; or

(ii)solicit or attempt to solicit any business that directly or indirectly competes with the Bank’s main business lines as discussed in its prior year’s annual report or any financial tax products, small dollar lending, or payment systems including prepaid cards, from any of the Bank’s customers or clients, customer prospects, or vendors with whom Executive had contact during the last three years of his employment with the Company or Bank; or

(iii)directly or indirectly on his own behalf or on behalf of any person or legal entity, recruit, solicit, or induce, or attempt to recruit, solicit, or induce any Employee of the Company or its Subsidiaries with whom he has had personal contact or supervised while performing his job duties to terminate their relationship with the Company and its Subsidiaries.

(b)During the term of this Agreement and thereafter, Executive shall not (i) at any time, directly or indirectly, use or disclose to any persons, except Company or its Subsidiaries and their duly authorized directors and officers or other executives entitled thereto, trade secrets, confidential, proprietary, or other information acquired by Executive in the course of his employment in any capacity whatsoever; or (ii) disparage or speak ill of the Company or its Subsidiaries or any of its products, services, affiliates, Subsidiaries, officers, directors, or shareholders, and will take reasonable steps to prevent and will not knowingly permit any of his agents to, disparage or speak ill of such entities and persons. This paragraph shall not apply to the disclosure of such information by Executive pursuant to a duly-issued subpoena or other form from a court of competent jurisdiction or pursuant to an investigation, hearing, or other proceeding conducted under oath by an agency of the federal or state government, provided that he shall notify Company or its Subsidiaries before responding to same such that the Company or its Subsidiaries may have the opportunity to contest the disclosure demand.

- 9 –

If Executive violates these covenants, (i) Company or its Subsidiaries shall be entitled, in addition to any other legal or equitable damages or remedies available, to an injunction restraining such violation, and (ii) if Executive violates these covenants while employed, Company or Bank may terminate this Agreement for Cause. In the event that the provisions of this Section should be deemed to exceed the time or geographic limitations permitted by applicable law, then such provisions shall be reformed to the maximum time or geographic limitations permitted under applicable law.

4.2Arbitration of Disputes. All claims, disputes, and controversies arising out of or relating to this Agreement or the performance, breach, validity, interpretation, application or enforcement hereof, including any claims for equitable relief or claims based on contract, tort, statute, or any alleged breach, default, or misrepresentation in connection with any of the provisions hereof, will be resolved by binding arbitration. Provided, however, any aggrieved party may petition a federal or state court of competent jurisdiction in for interim injunctive or other equitable relief to preserve the status quo until arbitration can be completed in the event of an alleged breach of this Agreement. A party may initiate arbitration by sending written notice of its intention to arbitrate by sending written notice of its intention to arbitrate to the other party and to the American Arbitration Association (“AAA”) for an arbitration to take place in Louisville, Kentucky, (the “Arbitration Notice”). The Arbitration Notice will contain a description of the dispute and the remedy sought. The arbitration will be conducted before an independent and impartial arbitrator who is selected by mutual agreement, or, in the absence of such agreement, before three independent and impartial arbitrators, of whom each party will appoint one, with the third being chosen by the two appointed by the Parties. In no event may the demand for arbitration be made after the date when the institution of a legal or equitable proceeding based on such claim, dispute, or other matter in question would be barred by the applicable statute of limitations. The arbitration and any discovery conducted in connection therewith will be conducted in accordance with the Commercial Rules of arbitration, including without limitation the expedited procedures set forth therein (the “AAA Rules”). The decision of the arbitrator(s) will be final and binding on all Parties and their successors and permitted assignees. The judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. The arbitrator(s) will be selected no later than 60 days after the date of the Arbitration Notice. The arbitration hearing will commence no later than 120 days after the arbitrator(s) is selected. The arbitrator(s) will render a decision no later than 30 days after the close of the hearing, in accordance with AAA Rules. The arbitrator’s fees and costs will conform to the then current AAA fee schedule and will be borne equally by the Parties.

4.3Clawback Rights. All amounts payable under this Agreement will be subject to any compensation, clawback and recoupment policies that may be applicable to the employees of the Bank, as in effect from time to time and as approved by the Company or Bank’s board or a committee thereof, whether or not approved before or after the effective date of this Agreement.

4.4Regulatory Prohibition. In the event of the Executive’s termination of employment for Cause, all employment relationships and managerial duties with the Company and Bank shall immediately cease and the Executive will not, directly or indirectly, influence or participate in the affairs or the operations of the Company or Bank thereafter. Further, notwithstanding any other provision of this Agreement, the parties agree this Agreement shall be terminated or not observed,

- 10 –

if and to the extent it violates bank regulatory rules involving the subject matter hereof, including but not limited to the following:

(a)If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs pursuant to notice served under Section 8(e)(3) or Section 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”)(12 U.S.C. §§1818(e)(3) and 1818(g)(1)), the Bank’s obligations under this 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 the Executive all or part of the compensation withheld while its obligations under this Agreement were suspended, and (ii) reinstate (in whole or in part) any of its obligations which were suspended.

(b)If the Executive is removed from office and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) or Section 8(g)(1) of the FDIA (12 U.S.C. §§1818(e)(4) and (g)(1)), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the Executive and the Bank as of the date of termination shall not be affected.

(c)If the Bank is in default, as defined in Section 3(x)(1) of the FDIA (12 U.S.C. §1813(x)(1)), all obligations under this Agreement shall terminate as of the date of default, but vested rights of the Executive and the Bank as of the date of termination shall not be affected.

(d)Notwithstanding any other provision of this Agreement to the contrary, any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA (12 U.S.C. §1828(k)) and 12 C.F.R. Part 359.

- 11 –

Section 5—Miscellaneous

5.1Successors Shall Assume. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company or the Bank, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company or the Bank would be required to perform if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive terminated the Executive’s employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, “Company” shall mean the Company as defined in the preamble hereto and any successor to its business and/or assets as aforesaid or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. As used in this Agreement, “Bank” shall mean the Bank as defined in the preamble hereto and any successor to its business and/or assets as aforesaid or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

5.2Binding Effect. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts would still be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate.

5.4Notice. Any notice or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficiently given for all purposes if mailed by certified mail, postage prepaid and return receipt requested, addressed to the intended recipient at the addresses set forth below:

(i)If to the Company:

Republic Bancorp, Inc.

601 W. Market St.

Louisville, Kentucky 40202

Attn: CEO and Secretary of Company

(ii)If to the Bank:

Republic Bank & Trust Company

601 W. Market Street

Louisville, Kentucky 40202

Attn. CEO and Secretary of Bank

- 12 –

(iii)If to the Executive:

at his last known

address in the Bank’s

employment records

Or, in each case, at such other address as any of the parties shall specify by written notice to the other parties of this Agreement.

5.5Payment Obligations Absolute. The Company’s obligation to pay the Executive the amounts provided for hereunder shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else, except with respect to tax withholding required pursuant to Section 5.11 or the specific terms allowing reduction pursuant to Section 3.5 (b)-(e). All amounts payable by the Company hereunder shall be paid without notice or demand. Except as expressly provided herein, the Company waives all rights which it may now have or may hereafter have conferred upon it, by statute or otherwise, to amend, terminate, cancel or rescind this Agreement in whole or in part. Each and every payment made hereunder by the Company shall be final and the Company shall not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reason whatsoever.

5.6Modifications and Waivers. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board of Directors of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time.

5.7Entire Agreement. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.

5.8Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Kentucky.

5.9Validity. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

5.10Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

5.11Payroll and Withholding Taxes. The Company may withhold from any amounts payable to the Executive hereunder all federal, state, city or other taxes that the Company may reasonably determine are required to be withheld pursuant to any applicable law or regulation.

- 13 –

5.12Code Section 409A: Intent to Comply. The parties agree and confirm that his Agreement is intended by both parties to provide for compensation that is exempt from Code Section 409A as separation pay (up to the Code Section 409A limit) or as a short-term deferral, and to be compliant with Code Section 409A with respect to additional compensation that is paid in a year after the year with respect to which the compensation was earned. This Agreement shall be interpreted, construed, and administered in accordance with this agreed intent, provided that the Company and Bank do not promise or warrant any tax treatment of compensation hereunder. Executive is responsible for obtaining advice regarding all questions to federal, state, or local income, estate, payroll, or other tax consequences arising from participation herein. This Agreement shall not be amended or terminated in a manner that would accelerate or delay payments of such compensation except as permitted under Treasury Regulations under Code Section 409A.

IN WITNESS WHEREOF the parties hereto have executed this Agreement, as of the day and year first above written.

EXECUTIVE:REPUBLIC BANCORP, INC.

/s/ William R. Nelson By: /s/ Steven E. Trager Title: Chairman & CEO

Date: January 28, 2021Date: January 28, 2021

REPUBLIC BANK & TRUST COMPANY

By: /s/ Steven E. Trager

Title: Chairman & CEO

Date: January 28, 2021

- 14 –

Exhibit 10.5

Form of Executive Officer Change in Control Agreement between Republic Bank & Trust Company and designated Executive Officers

REPUBLIC BANCORP, INC

REPUBLIC BANK & TRUST COMPANY

CHANGE IN CONTROL SEVERANCE AGREEMENT

This is a Change in Control Severance Agreement dated as of the 27^th day of January 2021, made by and between Republic Bancorp, Inc., a Kentucky corporation (the “Company”), and ______________ (the “Executive”), who is presently _________________ of Republic Bank & Trust Company (the “Bank”) (the “Agreement”). This Agreement is entered into in consideration of the mutual covenants herein contained and in further consideration of services performed and to be performed by the Executive for the Company and/or its Subsidiaries. As of the date of this Agreement, Bank is a wholly-owned Subsidiary of the Company. The Bank joins in this Agreement to further accomplish the terms and objectives of this Agreement.

Recitals

A.	The Company considers the establishment and maintenance of sound and vital management of the Company and its Subsidiaries to be essential to protecting and enhancing the best interests of the Company and its shareholders.

NOW, THEREFORE, in consideration of the foregoing and of the covenants herein contained, the parties hereto agree as follows:

Section 1 – Definitions

For purposes of this Agreement, the following words and terms shall have the following meanings:

- 1 -

performance is delivered to the Executive by the Board of Directors of the Bank (the “Bank Board”), which demand specifically identifies the manner in which the Bank Board believes that the Executive has not substantially performed his duties; or (B) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Bank or the Company. For purposes of this definition, no act, or failure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Bank or the Company.

1.3

“Code” shall mean the Internal Revenue Code of 1986, as amended.

1.4“Contract Period” shall mean the period defined in Section 2 hereof.

1.5“Date of Termination” shall mean the date specified in the Notice of Termination.

1.6

“Disability” shall mean a physical or mental incapacity of the Executive which entitles the Executive to benefits under any long-term disability plan or wage continuation plan applicable to him and maintained by the Company as in effect immediately prior to the applicable Change in Control.

- 2 -

1.7“Good Reason” Termination by the Executive for “Good Reason” shall be based on:

(d)Any purported termination of the Executive’s employment by the Company or Bank which is not effected pursuant to a Notice of Termination; or

(e)The failure by the Company or Bank to obtain the assumption of this Agreement by any successor, in accordance with Section 5.1.

Provided that, in each case, Executive resigns employment within 90 days after the first occurrence of any such event and the Company and Bank do not cure the circumstance within that period.

1.9“Plans” shall have the meaning given in Section 3.5.

1.10“Potential Change in Control” has the meaning given in Section 1.2.

- 3 -

Section 2 — Application of Agreement

Section 3 — Termination

- 4 -

3.5Compensation Upon Certain Terminations.

(1)

pay to the Executive pay to Executive the unpaid balance of the Executive’s full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given;

(2)

(3)

(4)

(5)

- 5 -

(6)

- 6 -

10 business days following written notice to the Executive) return an amount equal to the severance or value of the right provided to the Company or Bank in immediately available funds.

- 7 -

an established securities market or otherwise, any non-409A-exempt severance compensation and benefits payable pursuant to Section 3.5 shall not be paid earlier than 6 months following the date of the Executive’s separation from service and shall be discounted to present value using the interest rate applicable to a three year certificate of deposit at Republic Bank & Trust Company on the delayed payment date. If the preceding sentence applies to the Executive, then the severance, reimbursements and benefits required by Section 3.5 shall not be paid or provided until 6 months following the Executive’s separation from service, unless such benefits or amounts do not constitute “deferred compensation” within the meaning given in Section 409A of the Code. For example, such benefits or amounts might not be deferred compensation to the extent benefits provided can be excluded from the Executive’s gross income as is reportable by the Company or the Bank on wage reports, or if they would be deductible by the Executive under Code Section 162 or 167 (without regard to any limitations based on adjusted gross income), and are provided or reimbursed prior to the end of the second calendar year following the calendar year in which the separation occurs. If a benefit cannot be provided or paid for by the Company during the 6 month period following the separation from service as a result of this timing restriction, the Company shall pay to Executive the amount of compensation that would have been paid during the 6 months, as well any amount he has expended for benefits during the 6 months delay, within 5 days after the 6 months delay period has expired, and shall pay or provide for the reimbursements and benefits provided hereunder otherwise at the time and in the manner provided in Section 3.5.

Section 4 — Restrictive Covenants and Regulatory Prohibitions

- 8 -

(a)After the termination of his employment (whether or not during the Contract Period or term of this Agreement) and for a period of two years thereafter, he will not

(i)directly or indirectly own, manage, operate, be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any business which sells or attempts to provide products or services in the banking or financial services industry, in a state in which the Company or its Subsidiaries has a branch or physical presence or any other state that Company or its Subsidiaries has committed significant resources toward entering during the term of Executive’s employment for the conduct of traditional banking business; or

(ii)solicit or attempt to solicit any business that directly or indirectly competes with the Bank’s main business lines as discussed in its annual report for the previous year from any of the Bank’s customers or clients, customer prospects, or vendors with whom Executive had contact during the last three years of his employment with the Company or Bank; or

4.2Arbitration of Disputes. All claims, disputes, and controversies arising out of or relating to this Agreement or the performance, breach, validity, interpretation, application or

- 9 -

enforcement hereof, including any claims for equitable relief or claims based on contract, tort, statute, or any alleged breach, default, or misrepresentation in connection with any of the provisions hereof, will be resolved by binding arbitration. Provided, however, any aggrieved party may petition a federal or state court of competent jurisdiction in for interim injunctive or other equitable relief to preserve the status quo until arbitration can be completed in the event of an alleged breach of this Agreement. A party may initiate arbitration by sending written notice of its intention to arbitrate by sending written notice of its intention to arbitrate to the other party and to the American Arbitration Association (“AAA”) for an arbitration to take place in Louisville, Kentucky, (the “Arbitration Notice”). The Arbitration Notice will contain a description of the dispute and the remedy sought. The arbitration will be conducted before an independent and impartial arbitrator who is selected by mutual agreement, or, in the absence of such agreement, before three independent and impartial arbitrators, of whom each party will appoint one, with the third being chosen by the two appointed by the Parties. In no event may the demand for arbitration be made after the date when the institution of a legal or equitable proceeding based on such claim, dispute, or other matter in question would be barred by the applicable statute of limitations. The arbitration and any discovery conducted in connection therewith will be conducted in accordance with the Commercial Rules of arbitration, including without limitation the expedited procedures set forth therein (the “AAA Rules”). The decision of the arbitrator(s) will be final and binding on all Parties and their successors and permitted assignees. The judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. The arbitrator(s) will be selected no later than 60 days after the date of the Arbitration Notice. The arbitration hearing will commence no later than 120 days after the arbitrator(s) is selected. The arbitrator(s) will render a decision no later than 30 days after the close of the hearing, in accordance with AAA Rules. The arbitrator’s fees and costs will conform to the then current AAA fee schedule and will be borne equally by the Parties.

- 10 -

Section 5—Miscellaneous

- 11 -

(i)If to the Company:

Republic Bancorp, Inc.

601 W. Market St.

Louisville, Kentucky 40202

Attn: CEO and Secretary of Company

(ii)If to the Bank:

Republic Bank & Trust Company

601 W. Market Street

Louisville, Kentucky 40202

Attn. CEO and Secretary of Bank

(iii)If to the Executive:

at his last known

address in the Bank’s

employment records

Or, in each case, at such other address as any of the parties shall specify by written notice to the other parties of this Agreement.

- 12 -

5.8Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Kentucky.

5.10Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

- 13 -

IN WITNESS WHEREOF the parties hereto have executed this Agreement, as of the day and year first above written.


EXECUTIVE:		REPUBLIC BANCORP, INC.

		By:
		Title:	Chairman & CEO

Date:	, 2021	Date:		, 2021


		REPUBLIC BANK & TRUST COMPANY

		By:
		Title:	Chairman & CEO

		Date:		, 2021

- 14 -