Kentucky Bancshares, Inc.
2009 Stock Award Plan
The purpose of the Kentucky Bancshares, Inc. 2009 Stock Award Plan (the "Plan") is to motivate and reward
key employees, directors, advisory directors, consultants and advisers by giving them a proprietary interest in the
As used in the Plan, the following terms shall have the meanings set forth below:
"Award" shall mean any Option, Stock Appreciation Right, Restricted Stock or Other Stock-Based Award.
"Award Agreement" shall mean any written or electronic notice of grant, agreement, contract or other instrument
or document evidencing any Award, which may, but need not, be required to be executed, acknowledged or
accepted by a Participant.
"Board" shall mean the Board of Directors of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.
"Committee" shall mean, until otherwise determined by the Board, the Compensation Committee of the Board.
"Common Stock" shall mean shares of common stock, no par value per share, of the Company.
"Company" shall mean Kentucky Bancshares, Inc.
"Designated Beneficiary" shall mean the beneficiary designated by the Participant, in a manner determined by the
Board or Committee, to receive the benefits due the Participant under the Plan in the event of the Participant's
death. In the absence of an effective designation by the Participant, Designated Beneficiary shall mean the
"Eligible Individual" shall mean (i) any person providing services as an officer and/or director or advisory director
of the Company or a Subsidiary, whether or not employed by such entity, (ii) any employee of the Company or a
Subsidiary, including any director who is also an employee of the Company or a Subsidiary, (iii) any officer or
employee of an entity with which the Company has contracted to receive executive, management or legal services
who provides services to the Company or a Su