EXHIBIT 10.15
AMENDMENT TO SPLIT DOLLAR AGREEMENT BETWEEN XXXXX
XXXXXXXX AND WEST POINTE BANK AND TRUST COMPANY
WHEREAS, Xxxxx Xxxxxxxx and West Pointe Bank And Trust Company entered
into a Split Dollar Agreement on December 29, 2000 ("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";
NOW, THEREFORE, the Agreement is amended effective as of December 29,
2000 as follows:
1. Section 1.2 is deleted and replaced with the following:
1.2 "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.
IN WITNESS WHEREOF, the parties have executed this Amendment on
this 24th day of June, 2003.
WEST POINTE BANK AND TRUST COMPANY
/s/ Xxxxx Xxxxxxxx By /s/ Xxxxx X. Bone
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Xxxxx Xxxxxxxx Title Executive Vice President and CFO
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