ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On January 25, 2022, Community Trust Bancorp, Inc.'s Board of Directors approved the Employee Incentive Compensation Plan for the year ending December 31, 2022, which is included under Item 5.02 below, and incorporated herein by reference.

ITEM 5.02 - DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS On January 25, 2022, Community Trust Bancorp, Inc.'s ("CTBI") Board of Directors approved the following actions, which were approved by the Compensation Committee (the "Committee") and recommended to the Board of Directors: • Base Salary Increases. New annual base salaries were approved for the


  following named executive officers:  Mark A. Gooch (President and Secretary) -
  $630,000; Kevin J. Stumbo (Executive Vice President, Chief Financial Officer,
  and Treasurer) - $340,000; James B. Draughn (Executive Vice President) -
  $330,000; and Larry W. Jones (Executive Vice President) - $320,000.  Jean R.
  Hale has announced her retirement effective February 7, 2022.  At that time,
  Mark A. Gooch will become the Chief Executive Officer of Community Trust
  Bancorp, Inc.

• Cash Incentive Compensation Awards for the Year(s) Ended December 31, 2021.


  CTBI's named executive officers were participants in CTBI's Senior Management
  Incentive Compensation Plan for the year ended December 31, 2021 ("2021
  Plan").  The Committee previously established the performance measures under
  the 2021 Plan and the required level of performance was achieved by CTBI under
  the Plan.  Accordingly, the named executive officers received payments (paid in
  January 2022) as follows:


                                                            2021 Cash Payments
                                                           Awarded Outside the
                                                            Senior Management
                                                          Incentive Compensation
                                                                 Plan ($)
Jean R. Hale - Chairman and Chief Executive Officer              700,000
Kevin J. Stumbo - Executive Vice President, Chief                195,000
Financial Officer, and Treasurer
Mark A. Gooch - President and Secretary                          392,000
James B. Draughn - Executive Vice President                      187,200
Larry W. Jones - Executive Vice President                        185,400





CTBI's named executive officers were also participants in CTBI's 2019 Executive Committee Long-Term Incentive Compensation Plan ("2019 Plan") for the three year period ending December 31, 2021. The Committee previously established the performance measures under the 2019 Plan and the required level of performance was achieved by CTBI under the Plan. Accordingly, the named executive officers were entitled to the following cash incentive awards (paid in January 2022).



                                                           2021 Cash Incentive
                                                            Awarded Under the
                                                           Long-Term Incentive
                                                          Compensation Plan ($)
Jean R. Hale - Chairman and Chief Executive Officer              390,000
Kevin J. Stumbo - Executive Vice President, Chief                 88,500
Financial Officer, and Treasurer
Mark A. Gooch -President and Secretary                           207,000
James B. Draughn - Executive Vice President                       87,000
Larry W. Jones- Executive Vice President                          87,000



• Grants of Restricted Stock. Restricted stock was also granted to the named


  executive officers (as shown in the chart below) as a result of achieving the
  required level of performance under the 2021 Senior Management Incentive
  Compensation Plan.  The restricted stock was granted pursuant to the terms of
  CTBI's 2015 Stock Ownership Incentive Plan.  The restrictions on the restricted
  stock will lapse ratably over four years.  However, in the event of certain
  participant employee termination events occurring within 24 months of a change
  in control of CTBI or the death of the participant, the restrictions will
  lapse, and in the event of the participant's disability, the restrictions will
  lapse on a pro rata basis.  The Committee will have discretion to review and
  revise restrictions applicable to a participant's restricted stock in the event
  of the participant's retirement.


                                                             Restricted Stock
                                                             Granted (Shares)
Jean R. Hale - Chairman and Chief Executive Officer               3,539
Kevin J. Stumbo - Executive Vice President, Chief                 1,232
Financial Officer, and Treasurer
Mark A. Gooch - President and Secretary                           2,168
James B. Draughn- Executive Vice President                        1,183
Larry W. Jones - Executive Vice President                         1,172



• Plans for Annual Incentive Compensation Awards for the Year Ending December 31,

2022. The Committee recommended and the Board of Directors approved the Senior

Management Incentive Compensation Plan for the year ending December 31, 2022

which is included herein as Exhibit 10.7 to this Current Report on Form 8-K.

The participation groups under the Plan are: (i) Group I, consisting of the

CEOs of Community Trust Bancorp, Inc. and Community Trust Bank, Inc. and other

members of the Executive Committee ("Other Executive Officers"); (ii) Group II,

consisting of CTB officers responsible for the various consolidated functions

as selected by the CEO, the Presidents of each market, and the Community Trust

and Investment Company (CTIC) officers responsible for various departments as

selected by the CTIC CEO; and (iii) Group III, consisting of Senior Vice

Presidents of consolidated functions selected for participation by the

Compensation Committee. Individuals below the Senior Vice President level may

be selected by the Compensation Committee for special option awards for

extraordinary performance. This Plan may be amended, modified, or terminated

by the Board of Directors at any time at its sole discretion, except that after

the 90th day of the year the performance standards may not be changed in a

manner that would increase the amount of incentive compensation payable for

such year.

o Participants will be eligible for a cash award determined by earnings per share

(EPS) growth and earnings as a percentage of average assets (ROAA). The

minimum and maximum awards as a percentage of salary for each group will be:

(i) Group I - CTBI President minimum award of 25% of salary and maximum award

of 100% of salary; (ii) Group I - Other Executive Officers minimum award of 15%

of salary and maximum award of 60% of salary; (iii) Group II - minimum award

of 3.5% of salary and maximum award of 8.75% of salary; and (iv) Group III -

minimum award of 2.75% of salary and maximum award of 6.71% of salary. In the

event that the ROAA or EPS are not attained but the target net income is

attained, the amount of the award under the 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.

o Participants will be eligible to receive stock options (pursuant to CTBI's 2015

Stock Ownership Incentive Plan) with a face value equal to certain percentages

of salary or 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 CTBI subject to any limitations of the 2015 Stock

Ownership Incentive Plan. The minimum and maximum stock option awards as a

percentage of salary for each group will be: (i) Group I - CTBI President

minimum award of 10% of salary and maximum award of 23% of salary; (ii) Group I

- Other Executive Officers minimum award of 7.5% of salary and maximum award of

17.25% of salary; (iii) Group II - minimum award of 5% of salary and maximum

award of 11.5% of salary; and (iv) Group III - minimum award of 2.25% of salary

and maximum award of 5% of salary. In the event that the ROAA or EPS are not

attained but the target net income is attained, the amount of stock options

and/or restricted stock awarded under the Plan shall be granted at the base

level of target performance. There shall be a minimum acceptable performance

beneath which awards will not be granted and a maximum above which there is no

additional award in the event of windfall profits.

The Board of Directors previously adopted the CTBI 2020 Executive Committee Long-Term Incentive Compensation Plan (the "2020 Plan") and the CTBI 2021 Executive Committee Long-Term Incentive Compensation Plan (the "2021 Plan"). The retirement of a participant triggers payment under both the 2020 Plan and the 2021 Plan. In connection with Ms. Hale's retirement effective as of February 7th, 2022, the Board of Directors approved payments to her under the 2020 Plan and the 2021 Plan. These payments in the amount of $825,000 will be made on February 11, 2022. The Board also approved the accelerated vesting of Ms. Hale's outstanding 2,034 shares of restricted stock effective on the date of her retirement pursuant to Section 4.03 of the previously Board approved Senior Management Incentive Plans.

The Committee also recommended and the Board of Directors approved the Employee Incentive Compensation Plan for the year ending December 31, 2022 which is included herein as Exhibit 10.9 to this Current Report on Form 8-K. Full-time employees who do not participate in another incentive plan are eligible to participate in this Plan. This Plan may be amended, modified, or terminated by the Board of Directors at any time at its sole discretion, except that after the 90th day of the year the target award and the performance standards may not be changed in a manner that would increase the amount of incentive compensation payable over the amount which would have been payable under the performance standards previously established. o Participants will be eligible for a cash award determined by earnings per share

growth and earnings as a percentage of average assets (ROAA). The minimum and

maximum awards as a percentage of salary for each participant will be: minimum

award - 2% of salary and maximum award - 4.5% of salary. In the event that the

ROAA or EPS are not attained but the target net income is attained, the amount

of the award under the 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.

• Plan for Long-Term Incentive Compensation for Executive Committee. The

Committee recommended and the Board of Directors approved the 2022 Executive

Committee Long-Term Incentive Compensation Plan which is included herein as

Exhibit 10.22 to this Current Report on Form 8-K. This Plan may be amended,

modified, or terminated by the Board of Directors at any time at its sole

discretion, except that after the 90th day of the year, the performance goals

set forth within may not be amended in a manner which would increase the amount

of compensation payable pursuant to performance units over the amount which

would have been payable under the performance goals previously established for

such year. Participants in this Plan will be the members of the Executive

Committee of CTBI.

o The target award fund shall be generated by 40% of the salary of the CTBI

President and 20% of the salary of other members of the Executive Committee.

The target award may be changed by the Compensation Committee of the Board of

Directors at any time during the Performance Period at their discretion

provided, however, that the target award as a percentage of salary may not be

increased after the 90th day of the 2022 calendar year.

o The actual amount of payments under the performance units shall be calculated

according to a schedule comparing cumulative net income (over a three-year

performance period) to the performance goals described within the Plan and

payments will be made in the form of cash or shares. The minimum and maximum

awards as a percentage of salary will be 10.0% and 60.0% for the CTBI CEO and

5.00% and 30.0% for all other members of the Executive Committee,

respectively. No amounts may be paid under the performance units unless CTBI

attains a minimum acceptable performance, and no additional amounts may be paid

above the maximum performance level.




ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits

Exhibit No. Description



10.7        Senior Management Incentive Compensation Plan (for the year ending
            December 31, 2022)

10.9        Employee Incentive Compensation Plan (for the year ending December 31,
            2022)

10.22       Community Trust Bancorp, Inc. 2022 Executive Committee Long-Term
            Incentive Compensation Plan

© Edgar Online, source Glimpses