FIRST AMENDMENT TO ACKNOWLEDGMENT AGREEMENT WITH MARC A. SPROUSE
EXHIBIT
10.13
FIRST
AMENDMENT TO
WITH
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
THIS FIRST AMENDMENT TO
ACKNOWLEDGMENT AGREEMENT WITH ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (this “Amendment”),
effective as of June 4, 2009, is by and between First Sentry Bancshares, Inc., a
West Virginia corporation (“First Sentry Bancshares”), First Sentry Bank, a
wholly-owned subsidiary of First Sentry Bancshares, Guaranty Financial Services,
Inc., a West Virginia corporation (“Guaranty Financial”), Guaranty Bank &
Trust Co. (“Guaranty Bank”), a wholly-owned subsidiary of Guaranty Financial,
and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇. ▇▇▇▇▇▇▇”), and amends the Acknowledgment Agreement
(the “Acknowledgment Agreement”), dated as of August 21, 2008, by and between
First Sentry Bancshares, First Sentry Bank, Guaranty Financial, Guaranty Bank,
and ▇▇. ▇▇▇▇▇▇▇. Capitalized terms used herein and not otherwise
defined herein shall have the meanings given to them in the Merger Agreement (as
defined below).
WHEREAS, First Sentry and
Guaranty Financial have entered into an Agreement and Plan of Merger on August
21, 2008 (the “Merger Agreement”), pursuant to which Guaranty Financial will be
merged into First Sentry Bancshares (the “Merger”), and thereafter the separate
corporate existence of Guaranty Financial will cease; and
WHEREAS, the Board of
Directors of each of First Sentry Bancshares and Guaranty Financial adopted an
amendment to the Merger Agreement as June 4, 2009 (the “Merger Agreement
Amendment”); and
WHEREAS, the parties to the
Acknowledgment Agreement desire to amend the Acknowledgment Agreement in order
to proceed with the Merger in accordance with the terms of the Merger Agreement,
as amended by the Merger Agreement Amendment.
NOW, THEREFORE, in
consideration of the premises, the mutual agreements herein set forth and such
other consideration the sufficiency of which is hereby acknowledged, the parties
hereto agree to hereby amend the Acknowledgment Agreement as
follows:
Section 1. New Paragraph to the
Acknowledgment Agreement. The following paragraph is hereby
added to the end of the Acknowledgment Agreement to read in its entirety as
follows:
“I understand that pursuant to Section
7.8.5 of the Merger Agreement, as amended, I am eligible to receive a retention
bonus (the “Retention Bonus”) in the amount of $54,000, which shall be payable
by First Sentry in a single cash lump sum distribution at the Effective Time,
provided that I am still employed with Guaranty Financial through the Effective
Time. Notwithstanding the foregoing, I hereby acknowledge and agree
that my receipt of the Retention Bonus is conditioned upon the satisfaction of
the shareholder approval requirements of Treasury Regulation Section 1.280G-1,
Q&A: 7 with respect to the Retention Bonus. If the shareholder
approval requirements of Treasury Regulation Section 1.280G-1, Q&A: 7 are
not satisfied with respect to the Retention Bonus, I shall not be entitled to
receive the Retention Bonus.”
Section 2. Counterparts. This
Amendment may be executed in two or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the
same instrument.
[Signature
Page to Follow]
IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed as of the dates
provided below.
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EXECUTIVE
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DATE
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6/8/09
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GUARANTY
FINANCIAL SERVICES, INC.
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DATE
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6/8/09
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By:
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Its:
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GUARANTY
BANK & TRUST CO.
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DATE
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6/8/09
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By:
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Its:
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DATE
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6/4/09
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By:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its:
President & CEO
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FIRST
SENTRY BANK
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DATE
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6/4/09
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By:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its:
President & CEO
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