EXHIBIT 10.19
AMENDMENT TO SALARY CONTINUATION AGREEMENT BETWEEN ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ AND
WEST POINTE BANCORP, INC. AND WEST POINTE BANK AND TRUST COMPANY
WHEREAS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇, 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ Title President and CEO
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