(c)Stock Certificates. Assuming the Committee concludes that the above deliveries fully comply with the conditions for exercise and that the Optionee was in good standing (in the Committee’s sole discretion) as of the Exercise Date, the Company shall cause to be issued and delivered either by electronic or book-entry registration shares registered in the name of the Optionee, in either case including the Plan’s restrictions on transfer in Section 11.13 thereof, as soon as practicable following the receipt of notice and payment described above.
SECTION 5 – NONTRANSFERABILITY OF OPTION
The Option shall not be transferable or assignable by the Optionee. The Option shall be exercisable, during the Optionee’s lifetime, only by the Optionee. The Option shall not be pledged or hypothecated in any way, and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy of any process upon the Option, shall be null, void and without effect.
SECTION 6 – RESTRICTIONS ON ISSUING SHARES AND ON DISPOSITION OF SHARES ACQUIRED UPON EXERCISE
(a)Shares shall not be issued pursuant to the exercise of the Option, unless the issuance and transferability of the shares shall comply with all relevant provisions of law, including, but not limited to, the (i) limitations, if any, imposed by the Commonwealth of Kentucky; and (ii) restrictions, if any, imposed by the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder by the United States Securities and Exchange Commission. The Committee may, in its discretion, determine if such restrictions or such issuance of shares so complies with all relevant provisions of law.
(b)This Award is subject to restrictions on transfer set forth in more detail in Section 11.13 of the Plan, which section generally provides that any transfer must be preceded by electronic or written notice to the Company that allows the Company to take up to ten (10) days to decide whether to buy the Shares from Optionee instead of Optionee transferring them as proposed. Further, by acceptance of this Award, Optionee agrees to hold the Option Shares for a minimum of two years following the Exercise Date (other than such shares used to cover tax withholding hereunder), unless Optionee’s Termination of Employment occurs prior to the end of such period.
SECTION 7 – RESTRICTIVE COVENANTS
|(a)||Optionee specifically acknowledges and agrees that Optionee is and will remain subject to certain restrictive covenants, clawback rights, reduction in total payments after a Change of Control and dispute resolution (arbitration) terms set forth in any Employment Agreement between Optionee and the Bank, or, if none, or if not there defined, in the Participant’s Change in Control Severance Agreement dated January 27, 2021 as same may be amended from time to time and that this Award is also subject to such terms. |
(b)The Company and the Optionee each acknowledge and agree that any breach of those covenants would cause irreparable harm to the Company or its subsidiaries. In the event of a breach or threatened breach by the Optionee of these covenants, the Company shall be entitled to, in addition to any other legal or equitable remedies available to it, declare the Option Shares forfeited. Any