<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
S. Y. Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
Fee has been wired to Mellon Bank.
<PAGE>
S.Y. BANCORP, INC.
1040 EAST MAIN STREET
LOUISVILLE, KENTUCKY 40206
(502) 582-2571
____________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
____________
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of S.Y.
BANCORP,INC. ("Bancorp") will be held on Wednesday, April 24, 1996, at 10:00
a.m., local time, at The Galt House West, Queen Room, 140 North Fourth Street,
Louisville, Kentucky 40202, for the following purposes:
1. ELECTION OF DIRECTORS. To approve the action of the Board of
Directors fixing the number of directors at fifteen (15) and to elect
five (5) nominees as directors, each named in the accompanying Proxy
Statement.
2. APPROVAL OF INDEMNIFICATION PROPOSAL. To approve a proposed form of
Indemnification Agreement with Bancorp's directors.
3. APPROVAL OF INCREASE IN AUTHORIZED SHARES OF COMMON STOCK. To approve
a proposed amendment to the Articles of Incorporation to increase the
number of authorized shares of Common Stock from 3,000,000 to
5,000,000.
4. OTHER BUSINESS. To consider and act upon such other matters as may
properly be brought before the Annual Meeting or any adjournment
thereof.
Information regarding the matters to be acted upon at the meeting is
contained in the Proxy Statement accompanying this Notice.
Only those holders of Bancorp Common Stock of record at the close of
business on March 7, 1996, are entitled to notice of and to vote at the Annual
Meeting and any adjournment thereof.
Louisville, Kentucky BY ORDER OF THE BOARD OF DIRECTORS
March , 1996
David H. Brooks
Chairman and Chief Executive Officer
YOUR VOTE IS IMPORTANT
PLEASE DATE, SIGN, AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE
ACCOMPANYING POSTAGE PAID ENVELOPE
<PAGE>
TABLE OF CONTENTS
Page
GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RELATIONSHIP OF BANCORP AND THE BANK . . . . . . . . . . . . . . . 2
VOTING AT THE ANNUAL MEETING . . . . . . . . . . . . . . . . . . . 2
PRINCIPAL HOLDERS OF BANCORP COMMON STOCK . . . . . . . . . . . . . 3
ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . 4
MEETINGS AND COMMITTEES OF THE BOARD . . . . . . . . . . . . . . . 9
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION. . . . . 10
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS . . . . . . . . . 12
TRANSACTIONS WITH MANAGEMENT AND OTHERS . . . . . . . . . . . . . . 18
APPROVAL OF INDEMNIFICATION PROPOSAL. . . . . . . . . . . . . . . . 18
APPROVAL OF INCREASE IN AUTHORIZED SHARES OF COMMON STOCK . . . . . 22
INFORMATION CONCERNING INDEPENDENT PUBLIC ACCOUNTANTS . . . . . . . 23
SUBMISSION OF SHAREHOLDER PROPOSALS . . . . . . . . . . . . . . . 23
OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . 24
ANNUAL REPORT ON FORM 10-K
A COPY OF S.Y. BANCORP, INC.'S 1995 ANNUAL REPORT ON FORM 10-K AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, WITHOUT EXHIBITS, WILL BE PROVIDED
WITHOUT CHARGE WITHIN ONE BUSINESS DAY FOLLOWING RECEIPT OF A WRITTEN OR ORAL
REQUEST DIRECTED TO: MS. NANCY B. DAVIS, SENIOR VICE PRESIDENT, TREASURER AND
CHIEF FINANCIAL OFFICER, S.Y. BANCORP, INC., P. O. BOX 32890, LOUISVILLE,
KENTUCKY 40232, (502)625-9176.
<PAGE>
S.Y. BANCORP, INC.
1040 EAST MAIN STREET
LOUISVILLE, KENTUCKY 40206
(502) 582-2571
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 24, 1996
GENERAL
This Proxy Statement is furnished to the shareholders of S.Y. BANCORP, INC.
("Bancorp") in connection with the solicitation of proxies by Bancorp's Board of
Directors for use at the Annual Meeting of Shareholders (the "Annual
Meeting")to be held on Wednesday, April 24, 1996, at 10:00 a.m., local time, at
The Galt House West, Queen Room, 140 North Fourth Street, Louisville, Kentucky
40202. The approximate date on which this Proxy Statement and the accompanying
proxy are first being sent or given to shareholders is March , 1996. The
mailing address of Bancorp's principal executive offices is P.O. Box 32890,
Louisville, Kentucky 40232-2890.
Only shareholders of record at the close of business on March 7, 1996, are
entitled to notice of and to vote at the Annual Meeting.
Any valid and unrevoked proxy will be voted as specified in the proxy. If
a shareholder does not specify otherwise, the shares represented by the
shareholder's proxy will be voted (a) FOR approval of Indemnification Proposal;
(b) FOR approval of the action of the Board of Directors fixing the number of
directors at fifteen (15) and FOR election of the persons named in this Proxy
Statement as directors of Bancorp, in accordance with the terms and conditions
set forth in this Proxy Statement; (c) FOR the approval of increase in
authorized shares of Common Stock; and (d) in their discretion, on any other
matters that may properly come before the Annual Meeting, or any adjournment
thereof, including matters incident to its conduct.
All expenses of preparing, printing, mailing, and delivering the proxy and
all materials used in the solicitation thereof will be borne by Bancorp. In
addition to the use of the mails, proxies may be solicited by personal
interview, telephone and telefax by directors and officers of Bancorp, none of
whom will receive additional compensation for such services. Bancorp has also
requested brokerage houses, custodians, and nominees to forward soliciting
materials to the beneficial owners of Bancorp's Common Stock, no par value
("Bancorp Common Stock"), held of record by them and will pay the reasonable
expenses of such persons for forwarding such materials.
Proxies may be revoked at any time before the taking of the vote at the
Annual Meeting.
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RELATIONSHIP OF BANCORP AND THE BANK
Bancorp is a bank holding company within the meaning of the Bank Holding
Company Act of 1956 and pursuant to that act is registered with the Board of
Governors of the Federal Reserve System. Bancorp's only subsidiary is Stock
Yards Bank & Trust Company ("the Bank"), which is wholly owned by Bancorp and
engaged in the business of commercial banking. See "MEETINGS AND COMMITTEES OF
THE BOARD".
VOTING AT THE ANNUAL MEETING
On March 7, 1996, the record date for the Annual Meeting fixed by Bancorp's
Board of Directors, there were issued and outstanding, and entitled to vote at
the Annual Meeting, 1,629,512 shares of Bancorp Common Stock. Bancorp has no
class of stock other than common stock. The holders of a majority of the total
shares of Bancorp Common Stock issued and outstanding and entitled to vote,
whether present in person or by proxy, will constitute a quorum for the
transaction of business at the Annual Meeting. See note (3) to the tabulation
under the heading, "PRINCIPAL HOLDERS OF BANCORP COMMON STOCK," for a discussion
of shares held by the Bank in fiduciary capacities.
Each share of Bancorp Common Stock is entitled to one vote on all matters
presented to the shareholders with the exception of the election of directors.
In the election of directors, Kentucky's Constitution mandates that shareholders
have cumulative voting rights. Under cumulative voting rights, each shareholder
is entitled to cast as many votes in the aggregate as equal the number of shares
of Bancorp Common Stock owned by him or her multiplied by the number of
directors to be elected. Each shareholder, or his or her proxy, may cast all of
his or her votes (as thus determined) for a single nominee for director or may
distribute them among two or more nominees, in the shareholder's discretion.
Approval of the indemnification proposal (Item 2 on the accompanying proxy)
and the increase in authorized shares of common stock (Item 3 on the
accompanying proxy) require the affirmative vote of the holders of a majority of
the outstanding shares of Bancorp's Common Stock present or represented at the
Annual Meeting and entitled to vote on the proposal. Directors will be elected
by a plurality of the total votes cast at the Annual Meeting. Assuming five
directors are to be elected, a plurality means that the five nominees receiving
the highest number of votes will be deemed elected.
Votes cast in person or by proxy at the Annual Meeting will be tabulated by
the judges appointed for the meeting, who will conduct the voting and certify
the results. The judges will also determine whether or not a quorum is present
at the meeting. A shareholder entitled to vote for the election of directors
may withhold authority to vote for all nominees for directors or may withhold
authority to vote for certain nominees for directors. A shareholder may also
abstain from voting on the proposal to fix the number of directors, to approve
the proposed form of Indemnification Agreement or the proposal to amend
Bancorp's Articles of Incorporation to increase the number of authorized shares
of Common Stock. Votes withheld from the election of any nominee for director
and abstentions from any other proposal will be treated by the judges as shares
that are present and entitled to vote for purposes of determining the presence
of a quorum, but will not be counted in the number of votes cast on any matter.
If a broker does not receive voting instructions from the beneficial owner of
share on a particular matter and indicates on the proxy that it does not have
discretionary authority to vote on that matter, those shares will not be
considered as present and entitled to vote with respect to that matter.
2
<PAGE>
PRINCIPAL HOLDERS OF BANCORP COMMON STOCK
At January 31, 1996, Bancorp had 1,629,512 shares of Bancorp Common Stock
issued and outstanding held by 709 shareholders of record. The following
tabulation shows the amount and percent of Bancorp Common Stock owned
beneficially at January 31, 1996, by those persons known by Bancorp to own, or
be deemed to own, beneficially five percent (5%) or more of such stock. The
tabulation also shows the beneficial ownership of Bancorp Common Stock by all
directors, executive officers and employees of Bancorp and the Bank at January
31, 1996. Unless otherwise noted, the sole voting and investment power with
respect to such stock is held by the beneficial owner named. For a tabulation
of the beneficial ownership of Bancorp Common Stock by individual directors of
Bancorp and nominees for election as directors of Bancorp at the Annual Meeting,
see "ELECTION OF DIRECTORS."
AMOUNT AND NATURE PERCENT OF
NAME AND ADDRESS OF BENEFICIAL BANCORP COMMON
OF BENEFICIAL OWNER OWNERSHIP(1) STOCK(1)(2)
Stock Yards Bank & Trust Company 225,941(3) 13.87%
1040 East Main Street
Louisville, Kentucky 40206
Directors and executive officers of 179,684 10.89%
Bancorp as a group (14 persons)(4)(5)
Directors, executive officers, and 224,483(6) 13.52%
certain employees of Bancorp and the Bank
as a group (109 persons)(4)(5)
Notes:
(1) As of January 31, 1996.
(2) Shares of Bancorp Common Stock subject to currently exercisable options
under Bancorp's Stock Option Plan are deemed outstanding for computing the
percentage of Bancorp Common Stock of the person holding such options but
are not deemed outstanding for computing the percentage of Bancorp Common
Stock of any other person.
3
<PAGE>
(3) Held by the Bank as agent, trustee, personal representative and in other
fiduciary capacities, including 16,474 shares held as Trustee under the
Bank's Employee Stock Ownership Plan (the "ESOP"). As to 13,368 shares
held in the ESOP, participants direct the Bank, as Trustee, to vote the
vested portion of the participant's account balance attributable to Bancorp
Common Stock. The other 588 shares held by the Bank as Trustee under the
ESOP (together with any shares for which no directions are received from
participants in the ESOP) may then be voted in the same proportions as the
directions given to the Bank, as trustee, by the respective participants.
Under the ESOP, participants or their beneficiaries are eligible to receive
the balance of their accounts in-kind upon retirement, death or disability.
The vested portion of a participant's account balance in the ESOP is
eligible for distribution in-kind upon termination of employment.
(4) "Executive Officer" means the chairman, president, any vice president in
charge of a principal business unit, division or function, or other officer
who performs a policy making function or any other person who performs
similar policy making functions.
(5) For a description of the voting and investment power with respect to the
shares beneficially owned by the fourteen directors and nominees for
election as directors of Bancorp, see the table under the heading,
"ELECTION OF DIRECTORS."
(6) The shares held by the group, include 21,738 shares held by certain
officers and employees of the Bank. In addition, 9,693 shares are subject
to currently exercisable stock options and 13,368 shares are held by
present employees of the Bank in their ESOP accounts at December 31, 1995,
with sole voting power and no current investment power. Bancorp has not
undertaken the expense and effort of compiling the number of shares certain
officers and employees of the Bank may hold other than directly in their
own name.
ITEM 1. ELECTION OF DIRECTORS
The Articles of Incorporation and Bylaws of Bancorp provide that the Board
of Directors shall be composed of not less than nine (9) nor more than
twenty-five (25) members. The bylaws provide that the exact number of members
shall be fixed each year by the Board of Directors prior to the giving of notice
of the Annual Meeting, subject to any later resolution adopted by the
shareholders at the Annual Meeting. At its February 13, 1996 meeting, the Board
of Directors fixed the number of directors at fifteen (15). The Board of
Directors has recommended that the number of directors constituting the Board be
fixed at fifteen for the ensuing year, subject to the approval of shareholders
at the annual meeting. Assuming five directors are to be elected, there will be
fourteen (14) individuals serving on the Board as of the date of the 1996 Annual
Meeting.
At Bancorp's 1994 Annual Meeting, shareholders voted to amend the Articles
of Incorporation to classify the Board of Directors into three classes of
directors of as nearly equal size as possible with only one class of directors
being elected each year. Accordingly, at the 1996 Annual Meeting, five
Directors are to be elected to hold office for three-year terms, or until
successors are elected and qualified. Unless otherwise instructed, it is
intended that the shares represented by the enclosed proxy will be voted for the
election of the nominees named below. Proxies may not be voted for a greater
number of persons than the number of nominees named below.
4
<PAGE>
At the Annual Meeting, a resolution will be submitted approving the action
of the Board of Directors fixing the number of directors to be elected at
fifteen (15), and, if such resolution is adopted, the five persons named in the
following table will be nominated on behalf of the Board of Directors for
election as directors of Bancorp.
In the event (1) any person or persons other than the following nominees
are nominated as directors, or (2) the number of directors to be elected shall
be less or more than five, the proxies named in the enclosed proxy, or their
substitutes, shall have the right in their discretion to vote for some number
less or more than all the nominees or for less or more than all of the aforesaid
nominees. In the event any of the nominees becomes unwilling or unable to
accept nomination or election, the said proxies shall have the right to vote for
any substitute nominee in place of the nominee who has become unwilling or
unable to accept nomination or election. The Board of Directors has no reason
to believe that any of the nominees will be unavailable to serve as a director.
All of the nominees are currently serving as directors of the Bank and
were elected to that position on April 26, 1995, by the written consent of
Bancorp, the sole shareholder of the Bank. It is anticipated that, if elected
as directors of Bancorp at the Annual Meeting, Bancorp, as the sole shareholder
of the Bank, will, by written consent, elect the following nominees as directors
of the Bank to serve a one year term.
There are no arrangements or understandings regarding the selection or
election of any of the following nominees as directors of Bancorp. All
nominations for membership on the Board of Directors of Bancorp originated with
the Board of Directors.
NOMINEES TO SERVE A THREE YEAR TERM EXPIRING 1999
BANCORP COMMON STOCK
BENEFICIALLY OWNED
NAME, AGE, AND AT JANUARY 31, 1996
YEAR FIRST BECAME PRINCIPAL OCCUPATION; -----------------------
DIRECTOR (1) CERTAIN DIRECTORSHIPS(2)(3) AMOUNT(4)(5) % OF CLASS
----------------- --------------------------- ------------ ----------
Charles R. Edinger, III Vice President, J. 10,638(7) (6)
Age 46 Edinger & Son, Inc.
Director since 1984 (truck body assembly)
David P. Heintzman President, 8,818(9) (6)
Age 36 Bancorp and the Bank(8)
Director since 1992
Norman Tasman Secretary/Treasurer of 29,392(11) 1.80%
Age 44 Tasman Industries, Inc.
Director since and President,
January, 1995 (10) Tasman Hide Processing,
Inc.
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BANCORP COMMON STOCK
BENEFICIALLY OWNED
NAME, AGE, AND AT JANUARY 31, 1996
YEAR FIRST BECAME PRINCIPAL OCCUPATION; -----------------------
DIRECTOR (1) CERTAIN DIRECTORSHIPS(2)(3) AMOUNT(4)(5) % OF CLASS
------------------ --------------------------- ------------ ----------
Kathy C. Thompson Executive Vice President and 2,515(14) (6)
Age 34 Secretary, Bancorp and
Director since Executive Vice President,
January, 1994(12) Bank(13)
Bertrand A. Trompeter Chairman, John F. 10,538(16) (6)
Age 67 Trompeter Co. (tobacco
Director since 1980(15) and candy wholesaler)
CONTINUING DIRECTORS - TERM EXPIRING 1997
BANCORP COMMON STOCK
BENEFICIALLY OWNED
NAME, AGE, AND AT JANUARY 31, 1996
YEAR FIRST BECAME PRINCIPAL OCCUPATION; -----------------------
DIRECTOR (1) CERTAIN DIRECTORSHIPS(2)(3) AMOUNT(4)(5) % OF CLASS
------------------ --------------------------- -----------------------
James E. Carrico Vice President, Property 4,261 (6)
Age 54 and Casualty Operations
Director since 1978 ReagerHarris/Accordia
of Louisville
(insurance agency)
Jack M. Crowner Owner, Jack Crowner & 16,080(17) (6)
Age 63 Associates (radio and
Director since 1979 TV broadcasting)
Leonard Kaufman Retired(18) 34,589(19) 2.11%
Age 66
Director since 1964
George R. Keller Founder, Tumbleweed 3,750(20) (6)
Age 46 Mexican Food, Inc.
Director since 1991 (restaurant)
Bruce P. Madison Vice President and 6,145(21) (6)
Age 45 Treasurer, Plumbers
Director since 1989 Supply Company, Inc.
(wholesale plumbing)
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CONTINUING DIRECTORS - TERM EXPIRING 1998
BANCORP COMMON STOCK
BENEFICIALLY OWNED
NAME, AGE, AND AT JANUARY 31, 1996
YEAR FIRST BECAME PRINCIPAL OCCUPATION; -----------------------
DIRECTOR (1) CERTAIN DIRECTORSHIPS(2)(3) AMOUNT(4)(5) % OF CLASS
------------------ --------------------------- ------------ ----------
David H. Brooks Chairman and 13,855(23) (6)
Age 53 Chief Executive Officer
Director since 1985 Bancorp and the Bank(22)
Carl T. Fischer, Jr. Farmer & horse breeder; 15,016(25) (6)
Age 62 Trustee, The Fairmont Fund
Director since 1980 (mutual fund)(24)
Stanley A. Gall, M.D. Professor and Chairman, 491 (6)
Age 59 Department of Obstetrics
Director since and Gynecology,
January, 1994 (26) University of Louisville
Henry A. Meyer President, Henry 23,597(27) 1.45%
Age 65 Fruechtenicht Co., Inc.
Director since 1966 (feed supplier)
Notes:
(1) Ages listed are as of December 31, 1995.
(2) Except as otherwise noted, each director and nominee has engaged in
his or her principal occupation for five years or more.
(3) Unless otherwise noted, no director or nominee holds any
directorship in a company with a class of securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934 or subject
to the requirements of Section 15(d) of such act or any company
registered as an investment company under the Investment Company Act of
1940.
(4) This column includes, in some instances, shares in which members of
the nominee's immediate family have a beneficial interest. The
column does not, however, include the interest of certain of the listed
nominees in shares held by other non-dependent family members in their
own right. In each case, the principal disclaims beneficial ownership
of any such shares, and declares that the listing in this Proxy Statement
should not be construed as an admission that the principal is the
beneficial owner of any such securities.
7
<PAGE>
(5) Includes 150 qualifying shares for each director.
(6) Less than one percent (1%) of outstanding Bancorp Common Stock.
(7) Includes 5,057 shares owned by Mr. Edinger's wife.
(8) Mr. Heintzman was appointed President of Bancorp and the Bank in January,
1993. He was appointed Treasurer and Chief Financial Officer of Bancorp in
April, 1989 and Secretary in February, 1990. Prior thereto, he was
Assistant Treasurer of Bancorp and Executive Vice President of the Bank.
See Note (15) below.
(9) Includes 3,310 shares subject to currently exercisable stock options issued
under Bancorp's Stock Option plans, 728 shares owned by Mr. Heintzman's
wife, 1,001 shares jointly owned by Mr. Heintzman and his wife, 431 shares
held by Mr. Heintzman as custodian for his minor daughter, and 912 shares
held in Mr. Heintzman's ESOP account at December 31, 1995.
(10) Mr. Tasman was elected as a director of Bancorp and the Bank at the
meetings of the respective Boards of Directors held on January 10, 1995.
Mr. Tasman was re-elected to the Board at the April, 1995 Annual Meeting.
(11) Includes 23,000 shares owned by Mr. Tasman's parents for which Mr. Tasman
shares voting control but from which he derives no economic benefit.
Includes 68 shares held jointly by Mr. Tasman and his wife, 556 shares held
as custodian for his minor son, and 5,568 shares owned by Mr. Tasman's
wife.
(12) Ms. Thompson was elected as a director of Bancorp and the Bank at the
meetings of the respective Boards of Directors held in January, 1994. Ms.
Thompson was re-elected to the Board at the April, 1994 Annual Meeting.
(13) Ms. Thompson joined the Bank in June, 1992 as Senior Vice President and
Manager of the Trust Division. Prior thereto, she was a Vice President of
PNC Kentucky's Trust Division.
(14) Includes 1,440 shares subject to currently exercisable stock options issued
under Bancorp's Stock Option Plans and 97 shares held in Ms. Thompson's
ESOP account at December 31, 1995.
(15) Mr. Trompeter is the father-in-law of Mr. David P. Heintzman. No
other family relationship exists among the directors and executive officers
of Bancorp or the Bank.
(16) Includes 6,714 shares owned by Mr. Trompeter's wife.
(17) Includes 15,275 shares jointly owned by Mr. Crowner and his wife and 67
shares owned by Mr. Crowner's wife.
(18) Prior to his retirement in January, 1993, Mr. Kaufman was Chairman and
Chief Executive Officer of Bancorp and the Bank.
(19) Includes 10,890 shares subject to currently exercisable stock options
issued under Bancorp's Stock Option Plan, 12,965 shares owned by Mr.
Kaufman's wife, and 39 shares jointly owned by Mr. Kaufman and his wife.
8
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(20) Includes 563 shares jointly owned by Mr. Keller and his wife.
(21) Includes 2,334 shares jointly owned by Mr. Madison and his wife, 194 shares
owned by Mr. Madison's wife, and 3,423 shares held by Mrs. Madison as
custodian for their minor children.
(22) Mr. Brooks was appointed Chairman and Chief Executive Officer of Bancorp
and the bank in January, 1993. Prior thereto he was President of Bancorp
and the bank.
(23) Includes 5,488 shares subject to currently exercisable stock options issued
under Bancorp's Stock Option Plans, 600 shares jointly owned by Mr. Brooks
and his wife, 655 shares held by Mr. Brooks as custodian for his son, 508
shares owned by Mr. Brooks' wife, and 1,509 shares held in Mr. Brooks' ESOP
account at December 31, 1995.
(24) The company was registered as an investment company under the Investment
Company Act of 1940.
(25) Includes 9,808 shares held by Mr. Fischer as trustee under an irrevocable
trust established by his father.
(26) Dr. Gall was elected as a director of Bancorp and the Bank at the meetings
of the respective Boards of Directors held on January 11, 1994. Dr. Gall
was re-elected to the Board at the April, 1994 Annual Meeting.
(27) Includes 11,571 shares owned by Mr. Meyer's wife.
Messrs. David H. Brooks and David P. Heintzman and Ms. Thompson are Bancorp's
three executive officers and the above tabulation also includes other
information with respect to them. Bancorp's executive officers serve at the
pleasure of Bancorp's Board of Directors and there are no arrangements or
understandings regarding their selection or appointment as officers of Bancorp.
MEETINGS AND COMMITTEES OF THE BOARD
BOARD MEETINGS
During 1995, the Board of Directors of Bancorp held a total of nine
regularly scheduled and special meetings.
All directors of Bancorp are also directors of the Bank. During 1995, the
Bank's Board of Directors held a total of thirteen regularly scheduled and
special meetings.
All incumbent directors except Dr. Gall attended at least 75% of the
aggregate number of meetings of the Board and the committees of which they were
members.
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COMMITTEES OF BANCORP
Bancorp has a standing Audit Committee, but it has no standing nominating or
compensation committee of the Board of Directors or committees performing
similar functions. See "MEETINGS AND COMMITTEES OF THE BOARD-Committees of the
Bank" for a discussion of Bank's Compensation Committee and its functions.
Bancorp's Board of Directors considers matters relating to the selection and
nomination of directors, but there is no standing nominating committee of the
Board of Directors. There are no formal procedures whereby a security holder may
recommend nominees to the Board of Directors.
AUDIT COMMITTEE. The Audit Committee consists of four members of Bancorp's
Board of Directors: Jack M. Crowner, Carl T. Fischer, Jr., Bruce P. Madison, and
Henry A. Meyer. The committee held four meetings in 1995. The committee
reviews with Bancorp's independent auditors the general audit plan and results
of the audit engagement, other services performed by the auditors, and the audit
fees. Review of internal audit plans and reports and internal accounting
controls are part of the function of the committee.
COMMITTEES OF THE BANK
The Bank has a standing Compensation Committee, but it has no standing audit
or nominating committees or committees performing similar functions.
COMPENSATION COMMITTEE. The Compensation Committee consists of three
members of the Bank's and Bancorp's Board of Directors. The committee considers
matters relating to the salary and other compensation of officers of the Bank
and Bancorp. The members of the committee are James E. Carrico, Jack M.
Crowner, and Henry A. Meyer. The committee meets at least annually and held one
meeting in 1995.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
It is the philosophy of the Compensation Committee to ensure the
compensation of Bancorp's executive officers is adequate to attract and retain
talented individuals with proven abilities to lead Bancorp and the Bank so
growth and profitability are realized while maintaining stability and capital
strength.
Corporate profitability and shareholder value are important performance
measurements; however, executive officer base compensation is not directly
related to either. Compensation levels are determined by a number of factors
including comparisons with companies of similar size and complexity. While
executive base compensation is not quantitatively related to Bancorp's or the
Bank's financial performance, there is a qualitative relationship between
performance and executive officer compensation. The salary increases noted in
the SUMMARY COMPENSATION TABLE under the heading "COMPENSATION OF EXECUTIVE
OFFICERS AND DIRECTORS," were made in light of Bancorp's and the Bank's market
and earnings growth and other favorable factors. Salaries are based on
individual performance contributions within a competitive salary range for each
position. Pay levels are competitive within a range the Committee considers to
be reasonable and necessary.
10
<PAGE>
The salary of the Chief Executive Officer is determined substantially as
described above with additional considerations. A range of salaries is
determined by gathering information regarding salaries at similarly sized banks
and other businesses. This information is obtained from industry publications
such as Sheshunoff, from published compensation studies of both banks and other
businesses, and from area business publications such as BUSINESS FIRST, a weekly
business newspaper of the Louisville metropolitan area. The Compensation
Committee considers the Chief Executive Officer's leadership skills and
managerial results. Among these considerations are consolidated financial
performance and condition, growth of the bank, regulators' conclusions,
community involvement and the CEO's ability to choose and lead his management
team. Both subjective and objective as well as quantitative and qualitative
measures are used. The Compensation Committee reaches a conclusion as to an
appropriate salary and presents it to the Board of Directors for discussion and
approval. While peer group comparisons of salaries include companies which are
also included in the indices used for the shareholder return performance graph
on page 17, there is no direct correlation between the companies used in CEO
compensation and companies included in that graph.
Beginning in 1993, the Board of Directors of the Bank approved an officer
incentive compensation plan. The objectives of this performance based plan
include helping to attract, retain and reward employees. Obtaining and
retaining talented officers helps ensure Bancorp's profitability and financial
strength. The annual determination as to whether any incentive will be paid is
based upon the achievement of certain set goals for earnings growth, return on
average assets and return on average equity. All officers are eligible for
incentive pay. The incentive pool is distributed to officers based upon
responsibility levels and an evaluation of individual performance. For 1995,
the Compensation Committee changed the executive officers' compensation
arrangements to be more heavily weighted toward incentives than base salaries.
The committee felt in a time of significant expansion there was potential for
strong earnings growth as long as the process was managed with adequate focus on
cost control to prevent deterioration of earnings. Therefore, the committee
established a tiered incentive program based upon the achievement of net
earnings goals. Executive officers' base salaries were increased only nominally
for 1995. Amounts in 1995 under this plan for individuals listed in the
SUMMARY COMPENSATION TABLE are shown in the column entitled "Bonus".
The Committee also believes by providing those persons who have
responsibility for the management and growth of Bancorp and the Bank with an
opportunity to increase their ownership of Bancorp Common Stock, the best
interests of shareholders and officers will be similarly aligned. Executive
officers are granted options, from time to time, giving them the right to
purchase Bancorp Common Stock at a specified price in the future. The number
of stock options granted is based upon individual performance contributions and
comparative practices. See the discussion under "COMPENSATION OF EXECUTIVE
OFFICERS AND DIRECTORS-Stock Incentive Plan" page 13. All options for shares
available for issuance under the 1984 Stock Option Plan have been granted. The
1995 Stock Incentive Plan was approved by shareholders at the 1995 Annual
Meeting.
11
<PAGE>
In summary, the Committee believes the total compensation program for
Bancorp's executive officers is competitive with programs offered by similar
institutions, and executive compensation is appropriate to further the goals and
objectives of Bancorp and the Bank.
COMPENSATION COMMITTEE
James E. Carrico
Jack M. Crowner
Henry A. Meyer
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
The following table shows the compensation paid by the Bank for the year
ended December 31, 1995, for services in all capacities to executive officers
of Bancorp whose total annual compensation exceeded $100,000 for the year then
ended.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPEN-
ANNUAL COMPENSATION SATION
------------------------------ ----------
OTHER SECURITIES
NAME AND ANNUAL UNDER- ALL OTHER
PRINCIPAL COMPEN- LYING COMPEN-
POSITION YEAR SALARY BONUS(1) SATION(2) OPTIONS SATION(3)
- --------- ---- ------ -------- --------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
David H. Brooks 1995 $175,000 $85,000 - 6,800 $37,333
Chairman and Chief 1994 170,000 27,860 - 2,490 32,080
Executive Officer 1993 150,000 20,033 - - 31,683
David P. Heintzman 1995 130,000 65,000 - 6,800 34,666
President 1994 125,000 20,860 - 2,490 31,997
1993 105,000 14,749 - - 27,979
Kathy C. Thompson 1995 94,000 12,000 - 5,000 26,284
Executive Vice 1994 90,000 6,800 - 2,200 24,876
President and 1993 87,000 5,080 - - 9,097
Secretary
</TABLE>
Notes:
(1) Officer incentive compensation plan is described in "REPORT OF
COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION," page 10.
(2) The aggregate amount of all perquisites and other personal benefits
received by the individuals listed in the above table did not exceed
10 percent of the total annual salary reported for the respective
executive officer.
12
<PAGE>
(3) Includes director compensation (See "COMPENSATION OF EXECUTIVE OFFICERS AND
DIRECTORS-Director Compensation") and contributions by the Bank to the
Bank's defined contribution plans (money purchase, deferred income (401(k))
profit sharing and employee stock ownership plans). For Mr. Brooks, these
amounts are $7,800; $15,655; $7,000; and $3,353, respectively. For Mr.
Heintzman, these amounts are $7,800; $14,379; $6,900 and $3,129,
respectively. For Ms. Thompson, these amounts are $7,800; $8,508; $5,640
and $2,101, respectively. Also includes for Mr. Brooks, Mr. Heintzman and
Ms. Thompson, respectively, $3,525, $2,455 and $2,235 representing various
payments, primarily life insurance policy premiums. The officer's families
are the beneficiaries of these policies.
STOCK INCENTIVE PLAN
Bancorp has a stock option plan under which options have been granted only to
officers and other key employees of the Bank and any of its subsidiaries. The
Bank currently has no subsidiary. Key employees are those persons who, in the
judgement of the Compensation Committee, are mainly responsible for the success
of the Bank. Options granted in 1995 totaled 54,600. These options were
granted at the fair market value of Bancorp's Common Stock at the time of the
grant.
The following tables show, as to the individuals included in the SUMMARY
COMPENSATION TABLE, information as to options granted in 1995, aggregate options
exercised in 1995 and December 31, 1995 year end option values. Bancorp has
not granted stock appreciation rights under these plans.
OPTIONS GRANTED IN LAST FISCAL YEAR
The following table summarizes options granted during fiscal 1995 to the
executive officers named in the Summary Compensation Table, and the value of the
options held by such persons at the end of 1995.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed Annual
Number of % of Rates of Stock Price
Securities Total Appreciation for
Underlying Options Exercise Option Term (2)
Options Granted Price Expiration ------------------------
Name Granted in 1995 Per Share Date 5% 10%
- ---- ------- ------- --------- ---- ------------------------
<S> <C> <C> <C> <C> <C> <C>
David H. Brooks 6,800(1) 12.45% $29.00 1/10/2005 $ 124,018 $ 314,289
David P. Heintzman 6,800(1) 12.45% 29.00 1/10/2005 124,018 314,289
Kathy C. Thompson 5,000(1) 9.16% 29.00 1/10/2005 91,190 231,095
--------- ------ ----- --------- --------- -----------
--------- ------ ----- --------- --------- -----------
All Shareholders 1,620,311 n/a n/a n/a $29,551,232 $74,889,154
--------- ------ ----- ---------- ----------- -----------
--------- ------ ----- ---------- ----------- -----------
</TABLE>
(1) These options were granted in January, 1995 and become exercisable as
follows:
20% January, 1996
40% January, 1997
60% January, 1998
80% January, 1999
100% January, 2000
13
<PAGE>
(2) All shareholders are shown for comparison purposes only. The potential
realizable value to all shareholders is the aggregate net gain for all
shareholders, assuming a hypothetical ten-year option granted at $29.00 per
share in January, 1995, if the price of Bancorp Stock increases at the assumed
annual rates shown in the table. There can be no assurance that Bancorp's Stock
will perform at the assumed annual rates shown in the table. Bancorp neither
makes or endorses any prediction as to future stock performance. The potential
realizable value of stock price appreciation for the option term for all
executive officers of Bancorp at 5% is $339,226 and at 10% is $859,673, which
represents 1.1 % of the total potential realizable value for all shareholders at
5% and 10%.
AGGREGATED OPTIONS EXERCISED IN 1995 AND 1995 YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN THE MONEY
SHARES ACQUIRED VALUE OPTIONS AT OPTIONS AT
NAME ON EXERCISE REALIZED DEC. 31, 1995 DEC. 31,1995
- ---- --------------- -------- ------------- ------------
<S> <C> <C> <C> <C>
David H. Brooks 3,920 $ 70,110 12,920(1) $ 264,138(4)
David P. Heintzman 200 6,014 12,720(2) 225,291(5)
Kathy C. Thompson - - 7,200(3) 98,200(6)
</TABLE>
(1) 5,488 options are currently exercisable. 7,432 options are subject to
vesting schedule of 20% per year beginning one year from date of issue.
(2) 5,288 options are currently exercisable. 7,432 options are subject to
vesting schedule of 20% per year beginning one year from date of issue.
(3) 1,440 options are currently exercisable. 5,760 options are subject to
vesting schedule of 20% per year beginning one year from date of issue.
(4) Of this total $163,699 relates to options which are currently exercisable,
and $100,438 relates to options which vest as described at (1) above.
(5) Of this total $124,852 relates to options which are currently exercisable,
and $100,438 relates to options which vest as described at (2) above.
(6) Of this total $19,640 relates to options which are currently exercisable,
and $78,560 relates to options which vest as described at (3) above.
SENIOR OFFICER SECURITY PLAN
The Bank has established a Senior Officer Security Plan (the "Security Plan")
for a select group of management and highly compensated officers who contribute
materially to the continued growth, development and future business success of
the Bank. Life insurance owned and paid for by the Bank has been purchased on
each covered officer. The Security Plan is designed so that if the assumptions
made as to mortality experience, policy dividends and other factors are
realized, the Bank will recover both the cost of benefits and after tax costs of
the plan. The amount of benefits to be received under the Security Plan was
determined by projecting each participant's current salary amount to that at
his/her retirement date. His/her expected social security benefits and expected
benefits under the defined contribution plans were also estimated. The Security
Plan supplemental retirement benefit amount was determined to be the amount
necessary to bring total retirement payments to an approximate 75% of his/her
projected salary at retirement age.
14
<PAGE>
Under the Security Plan, the following individuals listed in the SUMMARY
COMPENSATION TABLE at page 12 will receive the following annual supplemental
retirement benefits at their normal retirement age of 65:
David H Brooks, $84,000 each year for 15 years
David P. Heintzman, $136,500 each year for 15 years
Kathy C. Thompson, $82,000 each year for 15 years
In addition, there are pre-retirement death and disability benefits provided for
in the Security Plan.
SENIOR EXECUTIVE SEVERANCE AGREEMENT
The bank has established a Senior Executive Severance Agreement (the "Severance
Agreement") for the Executive Officers of the Bank. Bancorp and the Bank have
concluded it to be in the best interests of Bancorp, its Shareholders and the
Bank to take reasonable steps to help assure key executives of the Bank that
they will be treated fairly in the event of a tender offer or takeover bid, or
an actual change of control. It is important, should Bancorp receive take over
or acquisition proposals from third parties, that Bancorp be able to call upon
the key executives of the Bank for their advice and assessment of whether such
proposals are in the best interests of shareholders, free of the influences of
their personal employment situations. This severance agreement was not entered
into because of any belief by management that a change in control of Bancorp was
imminent.
The Severance Agreement provides that, in the event (1) an executive is
forced to resign following a change in control of Bancorp or (2) an executive
voluntarily terminates employment with the Bank for up to three years following
a change in control. The Bank will pay the executive a severance payment equal
to 299 percent of the executive's annual salary. Should voluntary termination
occur between 24 and 36 months following the change in control, the executive
will receive only 2/3 of the severance payment. Furthermore, if the executive
is 58 years old or more at the date of the severance payment, the amount of the
payment is reduced. As the executive approaches retirement age of 65 years, the
severance payment decreases proportionately to zero at age 65. The severance
agreement also provides that the Bank pay legal fees and expenses incurred in
contesting any termination or enforcing the severance agreement.
In the event of receipt of severance payments by an executive officer, the
executive officer, for a period of eighteen months will not solicit customers of
the Bank, divert from the Bank any customer of the Bank or solicit for
employment any employee of the Bank.
15
<PAGE>
DIRECTOR COMPENSATION
Directors of Bancorp receive no compensation for attendance at regular or
special meetings of the board if the meetings are held immediately before or
after a regular or special meeting of the Board of Directors of the Bank.
However, Bancorp's directors are paid $600 for each meeting of Bancorp's Board
of Directors attended if the meeting is NOT held immediately before or after a
meeting of the Board of Directors of the Bank. Bancorp's directors, who are
also directors of the Bank, are paid an annual retainer for of $1,200, and an
additional $600 for each Bank board meeting attended.
Non-employee directors of Bancorp and the Bank who are members of the
various committees of the respective Boards of Directors are also paid the
following fees: $200 per meeting attended of Bancorp's Audit Committee and the
Bank's Compensation, Loan and Trust Committees.
Beginning in 1996, non-employee directors receive options to purchase 1,000
shares of Bancorp common stock. These options are granted at the fair market
value of Bancorp stock at the time of the grant.
16
<PAGE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
The following performance graph compares the performance of Bancorp Common
Stock to the NASDAQ U.S. index and to the NASDAQ Banking index for Bancorp's
last five fiscal years. The NASDAQ U.S. index was introduced in this year's
performance graph. Management feels that the U.S. index is a more reasonable
broad index with which to compare Bancorp than the NASDAQ Composite index which
includes foreign stocks. While the U.S. index will be used on an ongoing basis,
the Composite index was also included this year to compare Bancorp's return with
both the newly introduced and prior year's broad indices. The graph assumes the
value of the investment in Bancorp Common Stock and in each index was $100 at
December 31, 1990, and that all dividends were reinvested.
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
S.Y. Bancorp, Inc. 100.00 83.02 113.41 156.81 197.12 283.42
NASDAQ U.S. Index 100.00 160.45 186.58 212.92 209.41 295.91
NASDAQ Banking Index 100.00 164.09 238.56 265.65 268.59 400.15
</TABLE>
17
<PAGE>
TRANSACTIONS WITH MANAGEMENT AND OTHERS
The Bank has had, and expects to have in the future, banking transactions
in the ordinary course of business with certain directors and officers of
Bancorp and the Bank and their associates, as well as with corporations or
organizations with which they are connected as directors, officers, shareholders
or partners, on substantially the same terms (including interest rates and
collateral) as those prevailing at the time for comparable transactions with
other persons. In the opinion of management of Bancorp and the Bank, such
transactions do not involve more than the normal risk of collectibility or
present other unfavorable features.
At December 31, 1995, loans to directors and officers of Bancorp and the
Bank and their associates totalled $1,610,000, equaling 5.8% of the Bancorp's
consolidated stockholders' equity.
During 1995, Bancorp and the Bank purchased property damage and other
insurance through ReagerHarris, Inc., a general insurance agency, for which net
premiums aggregating $194,623 were paid to ReagerHarris, Inc. Net commissions
earned by ReagerHarris, Inc., on account of such insurance totaled $17,540 in
1995. Mr. James E. Carrico, a director of Bancorp and the Bank, is a
shareholder, director and President of ReagerHarris, Inc.
ITEM 2. APPROVAL OF THE INDEMNIFICATION PROPOSAL
INTRODUCTION
The Board of Directors has unanimously adopted resolutions approving a
proposed form of indemnification agreement (the "Indemnification Agreement") to
be entered into between Bancorp and each of its present and future directors.
The Board has directed the form of Indemnification Agreement be submitted to
shareholders for their consideration and a vote at the Annual Meeting.
The form of the Indemnification Agreement is attached as Exhibit A hereto.
The following summary of the Indemnification Agreement is qualified in its
entirety by reference to the full text thereof appearing in such Exhibit. THE
BOARD OF DIRECTORS BELIEVES THE INDEMNIFICATION AGREEMENT IS IN THE BEST
INTERESTS OF BANCORP AND ITS SHAREHOLDERS AND RECOMMENDS THAT SHAREHOLDERS VOTE
FOR THE PROPOSAL DESCRIBED IN ITEM 2.
BACKGROUND AND REASONS FOR THE INDEMNIFICATION PROPOSAL
In performing their duties, directors of a Kentucky corporation are
obligated as fiduciaries to exercise their business judgment and act in what
they reasonably determine in good faith, after appropriate consideration, to be
in the best interests of the corporation and its shareholders. Decisions made
on that basis are protected by the so-called "business judgment rule" and should
not be second-guessed by a court in the event of a lawsuit challenging such
decisions.
18
<PAGE>
Although the business judgment rule is designed to protect directors from
personal liability to the corporation or its shareholders when their business
decisions are subsequently challenged, due to the expense of defending lawsuits,
the frequency with which unwarranted litigation is brought against directors and
the inevitable uncertainties with respect to the application of the business
judgment rule to particular facts and circumstances, as a practical matter,
directors and officers of a corporation rely on indemnity from the corporation
they serve as a financial backstop in the event of such expenses or unforeseen
liability. Indemnity provisions are often a condition of an individual's
willingness to serve as a director of a corporation. The Kentucky Business
Corporation Act (the "Act") has for some time specifically permitted
corporations to provide indemnity for their directors and officers, and
Bancorp's Bylaws provide for indemnification of officers and directors to the
fullest extent permitted under Kentucky law.
Recent changes in the market for directors and officers liability
insurance, which generally protects directors against the expenses and potential
liability of such litigation, have resulted in the unavailability for directors
and officers of many corporations of any meaningful liability insurance
coverage. Limitations on the scope of insurance coverage, along with high
deductibles and low limits of liability, have undermined meaningful directors
and officers liability insurance coverage. Without the protection afforded by
insurance, directors must increasingly rely on alternative arrangements provided
by the corporations they serve. Although Bancorp has to date been able to
obtain insurance coverage for directors and officers on a basis which it
believes adequate, no assurance can be given that such insurance will continue
to be available on terms which Bancorp finds acceptable. The proposed form of
Indemnification Agreement is intended to assure that Bancorp's directors and
officers do not lose the protection they have had in the past if insurance
coverage should decrease or become unavailable.
Bancorp's Board of Directors believes Bancorp should take every possible
step to ensure Bancorp will continue to be able to attract and retain the best
possible directors. Public corporations have experienced resignations or
threatened resignations from directors who are unwilling to risk personal
financial loss if the corporation is unable to provide adequate protection in
the form of insurance or indemnification. Although Bancorp has not directly
experienced this problem, Bancorp's Board of Directors believes the proposed
Indemnification Agreement will help ensure the ability to attract and retain
directors.
The Indemnification Agreement is not being made in response to any specific
resignation, threat of resignation or refusal to serve by any director or
potential director. Rather, the primary purpose of the proposal and the reason
it is being recommended to shareholders is to ensure that Bancorp will continue
to be able to attract individuals of the highest quality and ability to serve as
its directors. As to any director, the Indemnification Agreement would apply
retroactively to any litigation or other proceedings commenced prior to the date
of shareholder approval thereof, or to any litigation or proceedings arising out
of acts or omissions occurring prior to such date. There is no pending or
concluded litigation involving any of Bancorp's directors, or any such
threatened litigation of which Bancorp is aware, which would be affected by the
approval of the Indemnification Agreement.
19
<PAGE>
INDEMNIFICATION AGREEMENTS
The proposed form of Indemnification Agreement will give directors a
specific contractual right to indemnification by Bancorp. Although the
directors of Bancorp presently have certain rights to indemnification under
Bancorp's Bylaws and have protection from certain liabilities under the terms of
the directors and officers liability insurance policy maintained by Bancorp, the
Board of Directors believes the additional assurance provided by the broader
contractual rights contained in the Indemnification Agreements will enable
Bancorp to attract and retain qualified directors in the future. If the form of
Indemnification Agreement is approved by the shareholders, it is anticipated
that Bancorp will enter into Indemnification Agreements substantially in the
form of Exhibit A hereto with all present and future directors of Bancorp
(including those directors who are also officers of Bancorp). The Board of
Directors may modify the form of Indemnification Agreement from time to time for
purposes of clarification, to reflect changes in law or to make other desired
amendments without further shareholder action.
Shareholders are being asked to approve the form of Indemnification
Agreement since the members of the Board of Directors will be parties to the
Indemnification Agreements and thus have a personal interest in their adoption.
If the form of Indemnification Agreement is not approved by the shareholders,
Bancorp will not enter into Indemnification Agreements with its directors. The
Board of Directors has made no determination as to what action, if any, it may
take with respect to indemnification in such event.
The Indemnification Agreements would obligate Bancorp to indemnify
directors for reasonable costs and expenses (including attorney's fees) and any
liabilities paid or imposed in connection with any proceeding in which the
director was a party or witness in his or her capacity as a director, officer,
or employee of Bancorp, or any affiliate of Bancorp, or any employee benefit
plan maintained by Bancorp. However, no indemnification would be provided under
the Indemnification Agreements (a) if a court determines that indemnification is
prohibited by law, (b) in connection with any transaction with respect to which
a court determines that a director had a personal financial interest in conflict
with that of Bancorp or its shareholders or that the director derived an
improper personal benefit, (c) on account of acts or omissions which a court
determines were not in good faith, involved intentional misconduct or were known
to the director to be unlawful, (d) with respect to any liability to Bancorp to
the extent a court determines that such liability arises under federal or state
statute providing for liability by reason of the fact that the director held the
position of director, (e) with regard to any claim for which payment is actually
made under an insurance policy, or (f) if and to the extent that a majority of
the Board of Directors or a committee thereof determines that the amount of
expenses or liabilities for which indemnification is sought is unreasonable.
The obligation of Bancorp to indemnify directors under the Indemnification
Agreements would continue so long as a claim could be asserted against the
director.
20
<PAGE>
The Indemnification Agreements would require Bancorp to advance expenses
incurred in connection with threatened or pending proceedings, subject to the
obligation of the director to repay amounts advanced to the extent it is
subsequently determined that he or she is not entitled to indemnification.
Indemnification under the Indemnification Agreements would not be exclusive
of any other rights a director may have to indemnification from Bancorp;
however, the Indemnification Agreements contain a provision preventing a
director from receiving payments from both Bancorp and a third party.
CERTAIN EFFECTS OF THE PROPOSAL
If this proposal is approved, the Indemnification Agreements may obligate
Bancorp to indemnify directors in situations in which Bancorp would currently be
under no such obligation. Accordingly, if any such indemnification is made, the
economic cost to Bancorp may be greater than would be the case if the proposal
is not approved.
Any limitation or elimination of the ability of Bancorp to indemnify
directors that the Board of Directors or the shareholders may in the future
desire to adopt may not be effective as to directors who are parties to
Indemnification Agreements, since their rights to indemnification will be
contractually assured. Further, shareholder approval of the form of
Indemnification Agreement may be asserted as a defense or estoppel to any
subsequent legal challenge to the validity of such Agreements.
Although proposed Indemnification Agreements may improve Bancorp's ability
to retain directors and officers liability insurance with satisfactory coverage
and may reduce the cost of such insurance, the effect, if any, of adoption of
this proposal on the availability, coverage or cost of such insurance cannot be
determined at this time.
Officers, employees and agents of Bancorp who will not be parties to
Indemnification Agreements may continue to be indemnified to the extent
determined by the Board of Directors in Bylaws adopted from time to time by the
Board or as otherwise provided by the Articles of Incorporation.
VOTING REQUIREMENT
Approval of the form of Indemnification Agreement requires the affirmative
vote of a majority of the shares of Common Stock voting on the proposal.
Unless otherwise directed by the shareholder giving a proxy, the shares
covered by the proxy will be voted in favor of the approval of the form of
Indemnification Agreement.
21
<PAGE>
The Board of Directors acknowledges that current and future directors would
personally benefit from the approval of the foregoing amendment and the
Indemnification Agreement and in this connection the Board of Directors may be
considered to have a conflict of interest. However, for the reasons stated in
the section captioned "Background and Reasons for the Indemnification Proposal,"
approval of the proposal is recommended by the Board of Directors.
THE BOARD OF DIRECTORS BELIEVES THE INDEMNIFICATION PROPOSAL IS IN THE BEST
INTERESTS OF BANCORP AND ITS SHAREHOLDERS AND RECOMMENDS THAT THE SHAREHOLDERS
VOTE TO APPROVE THE PROPOSAL.
ITEM 3. APPROVAL OF THE AMENDMENT OF
THE ARTICLES OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.
The Board of Directors has recommended that Article VI of Bancorp's
Articles of Incorporation be amended to increase the number of authorized shares
of Common Stock from 3,000,000 to 5,000,000 shares, subject to approval by
shareholders at the Annual Meeting. The additional authorized shares will be
available for stock dividends, splits, options and other general corporate
purposes. When required for such purposes, such shares will be issued on such
terms as the Board of Directors determines to be in the best interests of
Bancorp without further action by the shareholders, unless such action is then
required by applicable law or the rules of any stock exchange on which Bancorp's
securities may be listed. Holders of Common Stock have no preemptive rights to
subscribe to any shares of stock in Bancorp.
The proposed increase in the authorized number of shares of Common Stock
could be construed as having an anti-takeover effect, although the amendment to
increase the authorized Common Stock was not proposed for that purpose. Under
certain circumstances, such shares could be used to create impediments to or to
frustrate persons seeking to effect a takeover or otherwise gain control of
Bancorp. Such shares could, for example, be privately placed with purchasers
who might side with the Board of Directors in opposing a hostile takeover bid.
Alternatively, such shares could be used in connection with a shareholder rights
plan. Bancorp has no such plan, however, nor any present intention of adopting
one.
Also, the amendment to increase the authorized Common Stock might be
considered as having the effect of discouraging an attempt by another person or
entity, through the acquisition of a substantial number of shares of Bancorp's
Common Stock, to acquire control of Bancorp with a view to imposing a merger,
sale of all or any part of Bancorp's assets or a similar transaction since the
issuance of new shares could be used to dilute the stock ownership of any such
person or entity. As indicated above, the Board of Directors does not have any
present intent to issue any shares of Common Stock primarily for anti-takeover
purposes.
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock present or represented at the Annual Meeting and entitled to
vote on the proposal is required for approval of the proposed amendment. All
directors and officers of Bancorp are expected to vote in favor of the proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF THE
PROPOSED INCREASE IN AUTHORIZED COMMON STOCK.
22
<PAGE>
INFORMATION CONCERNING INDEPENDENT PUBLIC ACCOUNTANTS
KPMG Peat Marwick has been engaged to audit the consolidated financial
statements of Bancorp and the Bank for the past eight years. Management intends
to recommend that KPMG Peat Marwick be engaged to perform the independent audit
of Bancorp's consolidated financial statements for the year ending December 31,
1996, and it is anticipated that such recommendation will be followed by
Bancorp's Board of Directors.
Representatives of KPMG Peat Marwick will be present at the Annual Meeting,
will have the opportunity to make a statement if they desire to do so and are
expected to be available to respond to appropriate questions.
SUBMISSION OF SHAREHOLDER PROPOSALS
Any proposals by shareholders intended to be presented at Bancorp's 1997
Annual Meeting of shareholders must be received by Bancorp at its principal
executive offices by November 27, 1996, to be included in Bancorp's Proxy
Statement and form of proxy for the 1997 Annual Meeting. The Board of Directors
will decide, subject to the rules of the Securities and Exchange Commission,
whether such proposals are appropriate for inclusion in the proxy statement and
form of proxy.
In addition, Bancorp's Bylaws impose certain advance notice requirements on
a shareholder nominating a director or submitting a proposal to an Annual
Meeting. Such notice must be submitted to the secretary of Bancorp no earlier
than 90, nor later than 60, days before an Annual Meeting, and must contain the
information prescribed by the Bylaws, copies of which are available from the
secretary. These requirements apply even if the shareholder does not desire to
have his or her nomination or proposal included in Bancorp's proxy statement.
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OTHER MATTERS
The officers and directors of Bancorp do not know of any matters to be
presented for shareholder approval at the Annual Meeting other than those
described in this Proxy Statement. If any other matters should come before the
Annual Meeting, the Board of Directors intends that the persons named in the
enclosed form of proxy, or their substitutes, will vote such proxy in accordance
with their best judgment on such matters.
BY ORDER OF THE BOARD OF DIRECTORS
David H. Brooks
Chairman and Chief Executive Officer
S.Y. Bancorp, Inc.
Louisville, Kentucky
March , 1996
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EXHIBIT A
INDEMNIFICATION AGREEMENT
This is an Indemnification Agreement dated as of ___________, 1995, among Stock
Yards Bank & Trust Company (the "Bank"), S.Y. Bancorp, Inc. (the "Holding
Company"), and ______________________ (the "Indemnitee").
RECITALS
The Indemnitee is ________________________________ of the Bank and
____________________of the Holding Company. In consideration of the
Indemnitee's continuing services on the Bank's and the Holding Company's behalf,
the Bank and the Holding Company desire to enter into this Agreement.
* * * * * *
1. INDEMNITEE'S SERVICES. The Indemnitee shall administer diligently the
affairs of the Bank and the Holding Company as a director, officer or employee
of the Bank and the Holding Company (as appropriate) and shall not knowingly
violate or permit the violation of any provision of the Articles of
Incorporation, Charter or Bylaws of the Bank or the Holding Company or of any
other applicable law, regulation, resolution or order.
2. INDEMNIFICATION BY THE BANK AND THE HOLDING COMPANY. The Bank shall
indemnify the Indemnitee and hold the Indemnitee harmless against any loss or
liability related to or arising from the Indemnitee's service as a director,
officer or employee of the Bank. The Holding Company shall indemnify the
Indemnitee and hold the Indemnitee harmless against any loss or liability
related to or arising from the Indemnitee's services as a director, officer or
employee of the Bank and the Holding Company. Each of the Holding Company and
the Bank shall hereafter be described as an "Indemnitor," but only to the extent
that the particular entity is responsible as described above in this paragraph.
If both entities are responsible, then they shall be jointly and severally
liable to the Indemnitee.
The indemnification provided for hereby shall be upon the following terms
and conditions:
(a) The Indemnitors shall, to the fullest extent permitted by the
rules and regulations of the Federal Deposit Insurance Corporation (the "FDIC")
and by other applicable laws, hold the Indemnitee harmless and indemnify the
Indemnitee against all judgments rendered, fines levied and other assessments
(including amounts paid in settlement of any claims, if approved by an
Indemnitor), plus all reasonable costs and expenses incurred in connection with
the defense of an actual or threatened claim or claims (including attorneys'
fees), whether civil, criminal, administrative, investigative or other
(including any appeal
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relating thereto), and whether made or brought by or in the right
of an Indemnitor or otherwise, related to or arising from (1) any actual or
alleged act or omission of the Indemnitee at any time as a director, officer or
employee of an Indemnitor, or (2) the Indemnitee's past, present, or future
status as a director, officer or employee of an Indemnitor.
(b) Upon presentation from time to time of such invoices, statements
for services rendered, or other similar documentation as an Indemnitor may
reasonably request, the Indemnitors shall reimburse the Indemnitee for all
reasonable costs and expenses incurred in the defense of an actual or threatened
claim or claims as and when such costs are incurred.
(c) An Indemnitor shall have no obligation to indemnify the
Indemnitee with respect to any act or omission adjudged by a court of competent
jurisdiction to have been related to or arisen from the Indemnitee's bad faith,
wanton or willful misconduct, reckless disregard for the best interests of the
Indemnitor and its shareholders or knowing violation of law.
(d) The Indemnification provided by this Agreement shall apply only
to (1) actual or alleged acts or omissions that occur during the Indemnitee's
service as a director, officer or employee of an Indemnitor, and (2) actual or
threatened claims or actions in which the Indemnitee is joined or named as a
party, but which relate to or arise from alleged acts or omissions that occurred
before the Indemnitee's service as a director, officer or employee or to acts or
omissions alleged against any former directors, officers or employees.
(e) Nothing in this Agreement shall be deemed or construed to create
any liability of the Indemnitors (1) to former directors, officers, employees,
or their predecessors, or to any other person not a party to this Agreement, or
(2) exceeding the liability that the Indemnitors may lawfully incur in
accordance with applicable laws, rules and regulations.
3. CONDUCT OF LITIGATION.
(a) If any claim or action is made or brought against the Indemnitee
for which the Indemnitee may be indemnified under this Agreement, the Indemnitee
shall, to the extent not inconsistent with any private insurance coverage
obtained by an Indemnitor:
(1) Permit an Indemnitor to conduct the Indemnitee's defense of
the claim or action at the Indemnitor's expense and with the use of counsel
selected by the Indemnitor; or
(2) Retain counsel acceptable to the Indemnitee and the
Indemnitor to defend the claim or action, and permit the Indemnitor to monitor
and direct the Indemnitee's defense.
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(b) An Indemnitor shall at all times have the option to undertake the
Indemnitee's defense of any claim or action for which the Indemnitee may be
indemnified under this Agreement. If an Indemnitor elects to conduct the
Indemnitee's defense, the Indemnitee shall cooperate fully with the Indemnitor
in the defense of the claim or action. If the Indemnitor elects to conduct the
Indemnitee's defense after the Indemnitee proceeds under Paragraph 3(a) (2),
the Indemnitor shall reimburse the Indemnitee for the reasonable costs,
including attorneys' fees, incurred by the Indemnitee in enabling the Indemnitor
to undertake the Indemnitee's defense.
4. COOPERATION IN DEFENSE AND SETTLEMENT. The Indemnitee shall not make
any admission or effect any settlement or compromise of any claim without the
Indemnitors' prior written consent unless the Indemnitee shall have determined
to undertake his or her own defense in such matter and has waived the benefits
of this Agreement. The Indemnitors shall not settle or compromise any
proceeding to which the Indemnitee is a party in any manner which would impose
any liability, loss, damage, expense, penalty or restriction on the Indemnitee
without his or her prior written consent; PROVIDED HOWEVER, that if the
Indemnitee withholds his or her consent to any monetary settlement for which the
Indemnitee is to be completely indemnified hereunder, the Indemnitee shall
thereafter undertake, at his or her own expense, the defense of such matter and
the Indemnitors shall have no continuing obligation to the Indemnitee under this
Agreement with regard to such matter. Neither the Indemnitee nor the Indemnitors
shall unreasonably withhold consent to any proposed settlement. The Indemnitee
and the Indemnitors shall cooperate to the extent reasonably possible with each
other and with the Indemnitors' insurers in connection with the defense or
settlement of such proceeding.
5. REIMBURSEMENT OF EXPENSES. If an Indemnitor makes any payment to the
Indemnitee under this Agreement, and if as a result of litigation or otherwise
it is determined that the Indemnitee was not entitled to indemnification in the
circumstances, the Indemnitee shall promptly reimburse the Indemnitor for all
payments made to the Indemnitee under this Agreement.
6. ADVANCEMENT OF EXPENSES. Costs and expenses (including attorneys'
fees) incurred by the Indemnitee in defending or investigating any actual or
threatened action, suit, proceeding or investigation shall be paid by the
Indemnitors in advance of the final disposition of such matter, provided that
such advancement of expenses complies with all applicable laws, rules and
regulations. Before an Indemnitor advances payment of expenses under this
Section 5, the Indemnitee shall agree in writing that the Indemnitor shall be
repaid such advanced amounts if the Indemnitee is later determined not to be
entitled to such indemnification. The advances to be made hereunder shall be
paid by the Indemnitor to the Indemnitee within twenty (20) days following
delivery of a written request therefore by the Indemnitee to the Indemnitor.
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Notwithstanding the foregoing or any other provision of this Agreement, no
advance shall be made by an Indemnitor if:
(a) a determination is reasonably and promptly made by the
Indemnitor's Board of Directors (as appropriate), by a majority vote of a quorum
of disinterested directors, or (if such a quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs) by independent legal
counsel, that, based upon the facts known to such Board or counsel at the time
such determination is made, the Indemnitee acted in bad faith or deliberately
breached the Indemnitee's duty to the Indemnitor or its shareholders, and as a
result of such actions by the Indemnitee, it is more likely than not that it
will ultimately be determined that the Indemnitee is not entitled to
indemnification under the terms of this Agreement; or
(b) the Indemnitee is the subject of an FDIC or other federal or
state regulatory investigation or enforcement proceeding and the advancement is
for expenses arising out of such investigation or enforcement proceeding.
7. SUBROGATION. In the event of payment under this Indemnification
Agreement, the Indemnitors shall be subrogated to the extent of such payment to
all of the rights of recovery of the Indemnitee, who shall execute all papers
required and shall do everything that may be necessary to secure such rights,
including the execution of such documents necessary to enable the Indemnitors
effectively to bring suit to enforce such rights.
8. EXCLUSIONS. An Indemnitor shall not be liable under this Agreement to
make any payment in connection with any claim made against the Indemnitee:
(a) for which payment is actually made to the Indemnitee under a
valid and collectible insurance policy or by the other Indemnitor, except in
respect of any excess beyond the amount of payment under such insurance or by
such other Indemnitor;
(b) for which the Indemnitee is indemnified by an Indemnitor
otherwise than pursuant to this Agreement;
(c) if it is proved by final judgment in a court of law or other
adjudication to have been based upon or attributable to the Indemnitee gaining
in fact any personal profit or advantage to which the Indemnitee was not legally
entitled;
d) for an accounting of profits made from the purchase or sale by the
Indemnitee of securities of an Indemnitor within the meaning of Section 16(b) of
the Securities Exchange Act of 1934 and amendments thereto or similar provisions
of any state statutory law or common law;
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(e) brought about or contributed to by the dishonesty of the
Indemnitee seeking payment hereunder; however notwithstanding the foregoing, the
Indemnitee shall be protected under this Agreement as to any claims upon which
suit may be brought against the Indemnitee by reason of any alleged dishonesty
of the Indemnitee, unless a judgment or other final adjudication thereof adverse
to the Indemnitee shall establish that the Indemnitee committed (i) acts of
active and deliberate dishonesty (ii) with actual dishonest purpose and intent
and which acts were material to the cause of action so adjudicated;
(f) to the extent and only to the extent that a majority of the Board
of Directors of the Indemnitor or a duly designated committee thereof, in either
case consisting entirely of directors who are not at the time parties to the
claim against the Indemnitee, determines that the amount of expenses or
liabilities for which the indemnification is sought is unreasonable; or
(g) if a proper court holds that payment is prohibited by applicable
law or is against public policy.
9. PARTIAL INDEMNITY. If the Indemnitee is entitled under any provision
of this Indemnification Agreement to indemnification by an Indemnitor for a
portion of any costs, charges, or expenses, but not, however to indemnification
for all of the total amount thereof, the Indemnitor shall nevertheless indemnify
the Indemnitee for the portion of such costs, charges, or expenses to which the
Indemnitee is entitled.
10. FDIC NOTIFICATION. No indemnification shall be made under Section 2
hereof by the Bank unless the Bank gives the FDIC at least 60 days' notice of
its intention to make such indemnification. Such notice shall state the facts
on which the action arose, the terms of any settlement, any disposition thereof,
and a certified copy of the resolution of the Bank's Board of Directors
authorizing the indemnification. No such indemnification shall be made if the
FDIC advises the Bank in writing, within such period, of its objection thereto.
11. ARBITRATION. The Indemnitee may request a third party arbitrator,
mutually satisfactory to the Indemnitors and the Indemnitee, to settle any
disputes with respect to payments to the Indemnitee under this Agreement. Upon
such a request, the Indemnitors shall employ the agreed upon arbitrator and pay
his or her expenses.
12. ENFORCEMENT OF AGREEMENT. If the Indemnitee makes a claim for
indemnification under this Agreement and an Indemnitor refuses to indemnify the
Indemnitee, and if the Indemnitee then prevails in an action or proceeding
brought to enforce this Agreement, the Indemnitor shall pay all reasonable costs
and expenses (including attorneys' fees) incurred by the Indemnitee in
connection with the action or proceeding in addition to any other
indemnification required under this Agreement. In any action
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brought by the Indemnitee to enforce this Agreement the burden of
proof shall be on the Indemnitor to establish that the Indemnitee is not
entitled to the relief sought under this agreement.
13. NOTICE OF CLAIMS. If the Indemnitee receives a complaint, claim, or
other notice of any loss, claim, damage or liability giving rise to a claim for
indemnification under this Agreement, the Indemnitee shall promptly (but in no
event more than 20 days following receipt thereof by the Indemnitee) notify the
Indemnitors of the complaint, claim or other notice. Any failure to notify the
Indemnitors, however, shall not relieve the Indemnitors from any liability under
this Agreement unless the Indemnitors are materially prejudiced by the failure
and had no actual knowledge of the complaint, claim or other notice.
14. TERMINATION.
(a) This Agreement shall terminate (1) upon termination of the
Indemnitee's service as a director, officer or employee of an Indemnitor, or (2)
upon an Indemnitor's written notice to the Indemnitee that, in the reasonable
opinion of the Indemnitor, the Indemnitee has not complied with Paragraph 3 of
this Agreement. The Indemnitor shall not issue any such notice merely because
it disagrees with a business judgment or judgments of the Indemnitee.
(b) The termination of this Agreement shall not:
(1) Terminate the Indemnitors' liability to the Indemnitee for
(A) claims or actions against the Indemnitee related to or arising from acts or
omissions occurring or alleged to have occurred before termination of this
Agreement, or (B) claims or actions that name or join the Indemnitee as a party,
but relate to or arise from acts or omissions alleged to have occurred before
the Indemnitee's service as a director, officer or employee of an Indemnitor, or
acts or omissions alleged against former directors, officers or employees of an
Indemnitor.
(2) Render the terms and conditions of this Agreement
inapplicable to any claims or actions subject to Paragraph 13(b)(1).
15. EMPLOYEE BENEFIT PLANS. For purposes of this Agreement, the
Indemnitee's capacity as director, officer or employee of an Indemnitor shall
include any service by the Indemnitee on behalf or at the request of an
Indemnitor as a fiduciary with respect to any Indemnitor employee benefit plan,
its participants, or beneficiaries, and shall include any service by the
Indemnitors. References to "fines" shall include any excise taxes asserted on a
person with respect to any employee benefit plan.
16. NON-EXCLUSIVITY. Nothing herein shall be deemed to diminish or
otherwise restrict the Indemnitee's right to indemnification under any provision
of the Indemnitors' Articles of Incorporation, Charter or Bylaws, any agreement,
vote of shareholders or disinterested directors, resolution or under Kentucky
or federal law or otherwise.
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17. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon all
successors and assigns of each Indemnitor (including any transferee of all or
substantially all of its assets and any successors by merger or operation of
law) and shall inure to the benefit of the heirs, personal representatives and
estate of the Indemnitee.
18. SEPARABILITY; INTERPRETATION OF AGREEMENT. If any provisions of this
Agreement shall be held to be invalid, illegal, or unenforceable for any reason
whatsoever, the remaining provisions of this Agreement, including without
limitation, all portions of any paragraphs of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that are not by
themselves invalid, illegal or unforceable to the fullest extent possible shall
be construed so as to give effect to the intent of the parties that the
Indemnitors provide indemnification to the Indemnitee to the fullest extent
permissible.
19. SAVINGS CLAUSE. Whenever there is a conflict between any provision of
this Agreement and any applicable present or future statute, law or regulation
contrary to which an Indemnitor and the Indemnitee have no legal right to
contract, the latter shall prevail, but in such event the affected provisions of
this Agreement shall be curtailed and restricted only to the extent necessary to
bring them within applicable legal requirements.
20. WAIVER. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provision hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.
21. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the parties with respect to its subject matter and supersedes any prior or
contemporaneous agreements (whether written or oral) among the parties with
respect to the subject matter hereof.
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22. NOTICES. Any notice or other communication required or permitted
under this Agreement shall be deemed given when hand-delivered or sent by
registered mail, postage prepaid and return-receipt requested, to the intended
recipient at the address set forth below or at such other address as the
recipient shall hereafter furnish the sender in writing:
If to the Indemnitee: _____________________________
_____________________________
_____________________________
If to the Bank: Stock Yards Bank & Trust Company
1040 East Main Street
Louisville, KY 40206
If to the Holding
Company: S.Y. Bancorp, Inc.
1040 East Main Street
Louisville, KY 40206
23. GOVERNING LAW. Except as preempted by applicable federal laws, rules
or regulations, the laws of Kentucky shall govern the validity, interpretation
and construction of this Agreement. Nothing in this Agreement shall require any
unlawful action or inaction by any party.
24. MODIFICATION. No modification of this Agreement shall be binding
unless executed in writing by the Indemnitee and the Indemnitors, or their
successors.
25. HEADINGS. Paragraph headings are not part of this Agreement, but are
solely for convenience of reference and shall not affect the meaning or
interpretation of this Agreement or any provision in it.
26. SOLE BENEFIT. Nothing expressed or referred to in this Agreement is
intended or shall be construed to give any person other than the Indemnitors,
their successors and assigns, and the Indemnitee and the Indemnitee's personal
representative, heirs or devisees, any legal or equitable right, remedy or claim
under or with respect to this Agreement or any provisions contained herein. The
assumption of obligations and statements of responsibilities and all conditions
and provisions of this Agreement are for the sole benefit of the Indemnitors,
their successors and assigns, and the Indemnitee and the Indemnitee's personal
representatives, heirs or devisees.
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IN WITNESS WHEREOF, the Indemnitee and the Indemnitors have executed
several originals of this Agreement as of the date first set forth above, but
actually on the dates set forth below.
THE "INDEMNITEE"
Name: _____________________
Date: _____________________
STOCK YARDS BANK & TRUST COMPANY
By:_______________________________
Title: __________________________
Date: __________________________
S.Y. BANCORP, INC.
By: ____________________________
Title: _________________________
Date: _________________________
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S.Y. BANCORP, INC.
1040 EAST MAIN STREET
LOUISVILLE, KENTUCKY 40206
PROXY FOR HOLDERS OF COMMON STOCK
ANNUAL MEETING OF SHAREHOLDERS - APRIL 24, 1996
The undersigned hereby appoints David H. Brooks and David P. Heintzman, or
either of them, attorneys with power of substitution and revocation to each, to
vote any and all shares of Common Stock of S.Y. BANCORP, INC. ("Bancorp") held
of record by the undersigned, in the name and as the proxy of the undersigned,
at the Annual Meeting of shareholders of Bancorp (the "Annual Meeting") to be
held at The Galt House West, Queen Room, 140 North Fourth Street, Louisville,
Kentucky 40202, on April 24, 1996, at 10:00 a.m., local time, or any adjournment
thereof, hereby revoking any prior proxies to vote said stock, upon the
following proposals more fully described in the Notice of and Proxy Statement
for the meeting (receipt of which is hereby acknowledged):
(1) FOR [ ] AGAINST [ ] ABSTAIN [ ] a proposal to approve the action of the
Board of Directors fixing the number of directors at fifteen (15) and
electing at the Annual Meeting five (5) directors.
(2) ELECTION OF DIRECTORS - Nominees are: Charles R. Edinger, III; David P.
Heintzman; Norman Tasman; Kathy C. Thompson; Bertrand A. Trompeter.
Mark [ ] FOR ALL nominees listed above
One Box [ ] FOR ALL nominees listed above EXCEPT the following:
Only __________________________________________________
[ ] WITHHOLD authority to vote for ALL nominees listed above
(3) FOR [ ] AGAINST [ ] ABSTAIN [ ] a proposal to approve a form of
Indemnification Agreement with the directors.
(4) FOR [ ] AGAINST [ ] ABSTAIN [ ] a proposal to approve an amemdment to the
Articles of Incorporation to increase the number of authorized shares of
Common Stock from 3,000,000 to 5,000,000.
(5) In their discretion on such other business as may properly come before the
Annual Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF BANCORP AND
WILL BE VOTED AS SPECIFIED ABOVE. UNLESS OTHERWISE SPECIFIED, IT WILL BE VOTED
FOR EACH OF PROPOSALS (1); (3) and (4) AND FOR ALL NOMINEES FOR DIRECTORS, AND
IN ACCORDANCE WITH THE ATTORNEYS' DISCRETION ON ANY OTHER BUSINESS WHICH MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Date:_____________________, 1996 ______________________________________
______________________________________
(Signatures)
(Executors,administrators,trustees,
attorneys, and officers of corporations
should give full title. For joint accounts,
each joint owner must also sign.)
