Amendment No. 1
Republic Bancorp, Inc. 2005 Stock Incentive Plan
This is Amendment No. 1 to the Republic Bancorp, Inc. 2005 Stock Incentive Plan (the “Plan”) made
effective as of November 19, 2008 by Republic Bancorp, Inc. (the “Company”).
A. The Company maintains the Plan and has reserved the right to amend it from time to time.
B. The Company wishes to amend and conform the written terms of the Plan to the requirements of
Section 409A of the Internal Revenue Code of 1986 and eliminate a restriction of transfer of the stock
acquired under Awards.
NOW THEREFORE, the Republic Bancorp, Inc. 2005 Stock Incentive Plan is hereby amended as
1. Section 2.13 is amended to read as follows:
2.13 “Fair Market Value” shall mean as of any date, the value of a share of Stock
determined as follows:
(a) If the Stock is listed on any established stock exchange or a national market
system, including, without limitation, The NASDAQ Stock Exchange, its Fair Market Value shall
be the closing market price of the Stock as reported on the date of determination, or, if no trades
were reported on that date, the closing price on the most recent trading day immediately
preceding the date of the determination, as quoted on such system or exchange, or the exchange
with the greatest volume of trading in Stock for the last market trading day prior to the time of
determination, as reported in The Wall Street Journal or such other source as the Committee
(b) If the Stock is quoted on The NASDAQ Stock Exchange or regularly quoted
by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall
be the mean between the high bid and low asked prices for the Stock for the last market trading
day prior to the time of determination, as reported in The Wall Street Journal or such other
source as the Commit