COMMUNITY TRUST BANCORP, INC. SENIOR MANAGEMENT INCENTIVE COMPENSATION PLAN EFFECTIVE JANUARY 1, 2019 SENIOR MANAGEMENT INCENTIVE COMPENSATION PLAN TABLE OF CONTENTS

As used herein, the following words and phrases shall have the meanings below unless the context clearly indicates otherwise:

The Compensation Committee shall administer the Plan and employ such other agents as may reasonably be required to administer the Plan.

The Compensation Committee shall adopt such rules and regulations of general application as are beneficial for the administration of the Plan and shall make all discretionary decisions involving a participant of the Plan. Said committee shall also have the right to interpret the Plan, to determine the Effective Date, and to approve all employees who are to participate in the Plan.

A majority of the Compensation Committee shall constitute a quorum.  The acts of a majority of the members present at any meeting at which there is a quorum shall be valid acts.  Acts reduced to and approved in writing by a majority of said committee shall also be valid acts.

All incentive compensation payable under the Plan shall be paid from the general assets of the Company.  To the extent that any person acquires a right to receive payments under the Plan, such right shall be no greater than the right of any unsecured creditor of the Company.

The Compensation Committee may authorize the Chairman, President and CEO of the Company to send a written notice of such Plan to each selected Participant.  No person shall have the right to be included in the Plan until receiving said notice in the form of Attachment "A" hereto.

All costs and expenses involved in the administration of this Plan shall be paid by the Company.

Any determination or action of the Compensation Committee or the Board shall be final, conclusive and binding on all participants and their beneficiaries, heirs, personal representatives, executors and administrators.

The Board of Directors, in its sole discretion, may amend, modify or terminate the Plan at any time.  The Compensation Committee shall also annually review the pre-determined performance standards and may amend such schedules in its sole discretion. Notwithstanding the foregoing, after the 90^th day of the year, the performance standards may not be amended in a manner which would increase the amount of incentive compensation payable over the amount which would have been payable under the performance standards previously established for such year.

The following groups shall participate in the Plan:

Voluntary or involuntary termination of full-time employment of a Participant prior to the payment of incentive awards for an Award Period will result in such Participant forfeiting any incentive compensation for the Award Period (except as provided in Section 4.03 herein).

If a Participant dies, retires, becomes disabled, or is granted a leave of absence during an Award Period, the Compensation Committee may, at its discretion or under such rules as it may have prescribed, award partial incentive compensation based on the level of achievement in relation to goals established for the Award Period.

Directors who are also employees of the Company shall be eligible to participate in the Plan.  However, a director who is compensated on the basis of a fee or retainer, as distinguished from a salary, shall not be eligible.

New employees of the Company and persons promoted during the Award Period who were not eligible to participate in the Plan at the beginning of the Award Period, but have become a member of Group I, II, or III shall participate in the Plan so long as such eligibility came into existence no later than six (6) months after the beginning of said Award Period.  If a person becomes eligible at a date later than six (6) months into an Award Period, such person shall not be a Participant under this Plan until the first day of the next Award Period.

Incentive compensation to be awarded under the Plan shall be paid to Participants within thirty days after the close of the Award Period.  Awards are not earned until paid to Participants. Except if an incentive is earned it will be payable to employees who retired effective the end of the award period.

A Participant may elect to defer payment of all or part of his or her incentive compensation so long as the Participant requests such deferred payment under the terms of the Company’s Voluntary Deferred Compensation Plan.

The actual amount of the Senior Management Incentive Compensation Plan award shall be calculated according to a schedule comparing earnings per share (EPS) and return on average assets (ROAA) for the Award Period to a pre-determined performance standard.  When performance meets the established performance standards, the award fund will be adjusted according to the performance table.

In the event that the ROAA or EPS targeted performance is not attained but the target net income is attained, the amount of the award under the Senior Management Incentive Plan shall be paid at the base level of target performance payment.

There shall be a minimum acceptable performance beneath which no incentive awards are paid and a maximum above which there is no additional award paid to avoid excessive payout in the event of windfall profits.  Said minimum and maximum shall be reviewed annually and amended when necessary at any time in the sole discretion of the Compensation Committee; provided, however, that the minimum may not be reduced and the maximum may not be increased after the 90^th day of the year.

A Participant who is rated a "4" or "5" on the most recent Performance Appraisal and Development Plan shall not be eligible to receive an award under the Plan.

The Corporation’s Group I will earn an award determined by EPS and ROAA as shown below:

The Corporation’s (Group II) will earn an award determined by EPS growth and ROAA as shown below:

Senior Vice Presidents of consolidated functions designated by the Compensation Committee will earn an award determined by EPS growth and ROAA as shown below:

Participants in Groups I, II, and III shall be eligible to receive Stock Option awards on the same day that cash awards are paid under the terms of this Plan.  Such Stock Options shall have a face value equal to the percentage of salary shown on Table IV below, adjusted in the same manner and in the same proportion as cash awards are adjusted under the terms of Sections 7.01, 7.02, and 7.03, and rounded down as necessary to grant for whole shares. The Committee at its sole discretion may choose to issue Restricted Stock or a combination of Options and Restricted Stock of an amount recommended by the Compensation Committee and approved by the Board of Directors of Community Trust Bancorp, Inc. subject to any limitations of the 2015 Stock Ownership Incentive Plan.

The Compensation Committee may elect to remove unusual, extraordinary or non-recurring items from the calculation of the earnings per share.

The Company shall not merge into or consolidate with another entity or sell all or substantially all of its assets to another entity unless such other entity shall become obligated to perform the terms and conditions hereof relating to any awards already earned but not yet paid to the participant on his/her behalf.

is eligible for participation in the 2019 Plan Year for Community Trust Bancorp, Inc. Senior Management Incentive Compensation Plan, such participant being subject to all of the terms and conditions of said Plan.

Compensation Committee of the Board of Directors

BY: ___________________________________

Dated: ____________________

I, , a participant in the Community Trust Bancorp, Inc. Senior Management Incentive Compensation Plan, name the following as my primary beneficiary under said Plan in the event of my death prior to receiving an award payable to me under said Plan.

   

Name Relationship

 

Address

If the primary beneficiary predeceases me, I designate the following persons as a contingent beneficiary, in the order shown, to receive an award payable to me under the Plan:

   

Name Relationship

 

Address

   

Name Relationship

 

Address

   

Name Relationship

 

Address

This supersedes any previous beneficiary designation made by me with respect to this Plan.  However, any compensation covered by the Community Trust Bancorp, Inc. Voluntary Deferred Compensation Plan shall be governed by the Beneficiary Designation applicable to that Plan.

   

Date Signature of Participant