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EXTENSION AGREEMENT
This Agreement made this 31st day of July, 1998, by and between:
FIRST WESTERN BANCORP, INC., a Pennsylvania corporation, hereinafter
referred to as (the "Company")
AND
XXXXXXX X. XXXXXX, an employee of the Company, and hereinafter
referred to as the (the "Executive")
W I T N E S S E T H:
WHEREAS, the Company and the Employee entered into an Agreement dated
November 4, 1996 which agreement is commonly referred to as "change in
control" agreement and which agreement is due to expire on July 31, 1998;
and
WHEREAS, the Compensation Committee of the Board of Directors of the
Company has been reviewing all change in control contracts and the concepts
behind the same to determine whether to recommend that the Company extend
the Employee's change in control contract and if so, upon what terms and
conditions; and
WHEREAS, the Compensation Committee has not been able to reach a
recommendation to the board of directors of the Company regarding extending
or renewing the Executive's change in control contract, but the Company has
authorized this Extension Agreement under which the Executive's current
change in control contract will be extended to December 31, 1998, at which
time, notwithstanding Paragraph 24 to the contrary, the change in control
agreement will lapse and become null and void;
NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements hereinafter set forth, the Company and Executive hereby
agree as follows:
1. Paragraph 24 of the Agreement dated January 16, 1996, by and
between the Company and the Executive is hereby amended to read
in its entirety as follows:
24. Notwithstanding anything to the contrary contained above,
this Agreement shall remain in effect through December 31,
1998 at which time, if there has not been a change in
control, this Agreement shall lapse and become null and
void unless extended by the Company.
2. The Executive understands that this Extension Agreement in no
way obligates the Company to either extend or renew the
Executive's change in control agreement. The Executive further
understands that in the event the company should decide to
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extend to the Executive a new change in control agreement,
such new agreement may contain terms and condition
materially different from the terms and conditions set
forth in the change in control agreement dated January 16,
1996.
3. Except for amending and restating in its entirety Paragraph 24
of the agreement as set forth in Paragraph 1 above and except
for the understanding set forth in Paragraph 2 above, the
agreement dated January 16, 1996 shall remain in full force and
effect until its expiration on December 31, 1998 unless
otherwise amended by agreement between the company and the
Executive.
IN WITNESS WHEREOF, the undersigned has set their hand and seal or
caused this Agreement to be signed by a duly authorized officer, on the day
first set out above.
FIRST WESTERN BANCORP, INC.
By: /s/Xxxxxx X. Xxxxxx
-------------------
Xxxxxx X. Xxxxxx, Chairman
Compensation Committee of the
Board of Directors
ATTEST:
/s/Xxxxxx X. Xxxxx
------------------
Secretary
EXECUTIVE
By: /s/Xxxxxxx X. Xxxxxx
--------------------
Xxxxxxx X. Xxxxxx
WITNESS:
/s/Xxxxx X. Xxxxxxxx
doc\tsm\extagr.rls
