EXHIBIT 10.20
AMENDMENT TO SALARY CONTINUATION AGREEMENT BETWEEN
XXXX X. XXXXXXXXXX AND WEST POINTE BANCORP, INC. AND WEST
POINTE BANK AND TRUST COMPANY
WHEREAS, Xxxx X. Xxxxxxxxxx, West Pointe Bancorp, Inc. and West Pointe
Bank And Trust Company entered into a Salary Continuation Agreement effective as
of January 1, 2003 ("Agreement"); and
WHEREAS, the parties retained the right to amend the Agreement pursuant
to Article 7 thereof; and
WHEREAS, the parties desire to amend the Agreement to revise the
definition of "Change of Control" and to clarify that no payments will be made
if such payment would contravene any applicable regulatory law, rule or
regulation;
NOW, THEREFORE, the Agreement is amended effective as of January 1,
2003 as follows:
1. Section 1.1.1 is deleted and replaced with the following:
1.1.1 "Change of Control" means:
(a) The consummation by either West Pointe
Bancorp, Inc. or West Pointe Bank And Trust
Company of a merger, consolidation or other
reorganization if the percentage of the
voting common stock of the surviving or
resulting entity held or received by all
persons who were owners of common stock of
West Pointe Bancorp, Inc. or West Pointe
Bank And Trust Company, whichever is
applicable, immediately prior to such
merger, consolidation or reorganization is
less than 50.1% of the total voting common
stock of the surviving or resulting entity
outstanding immediately after such merger,
consolidation or reorganization and after
giving effect to any additional issuance of
voting common stock contemplated by the plan
for such merger, consolidation or
reorganization;
(b) At any time during a period of two
consecutive years, individuals who at the
beginning of such period constituted the
Board of Directors of either West Pointe
Bancorp, Inc. or West Pointe Bank And Trust
Company shall cease for any reason to
constitute at least a majority thereof,
unless the election or the nomination for
election by West Pointe Bancorp, Inc.'s or
West Pointe Bank And Trust Company's
shareholders, whichever is applicable, of
each new director during such two year
period was approved by a vote of at least
two-thirds of the directors of such entity
then still in office who were directors at
the beginning of such two year period;
(c) The sale, lease, exchange or other transfer
of all or substantially all of the assets
(in one transaction or in a series of
related transactions) of either West Pointe
Bancorp, Inc. or West Pointe Bank And Trust
Company to another corporation or entity
that is not owned, directly or indirectly,
by either West Pointe Bancorp, Inc. or West
Pointe Bank And Trust Company.
"Substantially all" shall mean a sale,
lease, exchange or other transfer involving
seventy percent (70%) or more of the fair
market value of the assets of such entity;
or
(d) The liquidation or dissolution of either
West Pointe Bancorp, Inc. or West Pointe
Bank And Trust Company.
2. Section 5.1 is deleted and replaced with the following:
5.1 Parachute Payment. Notwithstanding any provision
of this Agreement to the contrary, if the benefits otherwise payable under this
Agreement would cause an excise tax to be payable under the excess parachute
rules of Section 280G of the Code, such benefits shall be cut back to the
minimum extent necessary so that no excise tax will be payable; provided,
further, that no payment shall be made hereunder if such payment would
constitute a prohibited golden parachute payment or any other prohibited payment
under applicable regulatory law, rule or regulation.
IN WITNESS WHEREOF, the parties have executed this Amendment on this
24th day of June, 2003.
WEST POINTE BANCORP, INC.
and
WEST POINTE BANK AND TRUST COMPANY
/s/ Xxxx X. Xxxxxxxxxx By /s/ Xxxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxxxx Title President and CEO
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