1995 Stock Option Plan (as amended to date)
REPUBLIC BANCORP, INC.
1995 STOCK OPTION PLAN
(as amended as of April 10, 2003)
(all share amounts have been adjusted for stock splits and stock dividends through March 19, 2004)
Section 1 — PURPOSE.
The purpose of the 1995 Stock Option Plan (the “Plan”) is to promote the interests of Republic Bancorp,
Inc. (the “Company”), and its shareholders by providing a means to attract, retrain and motivate employees of the
Company and its subsidiaries, and to encourage stock ownership in the Company by such employees and
provide them with a means to acquire a proprietary interest in the Company.
The stock options provided under the Plan will enable the Company to respond to changes in
compensation practices, tax laws, accounting regulations, and the size and diversity of its business.
Section 2 — DEFINITIONS
For purposes of the Plan, the following terms shall have the meanings below unless the context clearly
2.1 “Bank” shall mean Republic Bank & Trust Company.
2.2 “Board of Directors” shall mean the Board of Directors of the Company.
2.3 “Change of Control” of the Company 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, 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%; or (iii) the business of the Company
or Bank is disposed of pursuant to a partial or complete liquidation, s