EXHIBIT 10.7
AMENDMENT TO SALARY CONTINUATION AGREEMENT BETWEEN
XXXXXX X. XXXXXX AND WEST POINTE BANCORP, INC. AND WEST
POINTE BANK AND TRUST COMPANY
WHEREAS, Xxxxxx X. Xxxxxx, 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/ Xxxxxx X. Xxxxxx By /s/ Xxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxx Title President and C.E.O.
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