Exhibit
10.19A
FIRST AMENDMENT TO
EMPLOYMENT CONTINUATION
AGREEMENT
This FIRST AMENDMENT TO THE
EMPLOYMENT CONTINUATION AGREEMENT (this
“Amendment”), dated as of December 30, 2005, is
made by A LABAMA N ATIONAL B AN C ORPORATION , a Delaware corporation (the
“Company”).
Recitals
WHEREAS, the Company and Dan M. David (the
“Executive”) entered into that certain Employment
Continuation Agreement dated as of September 21, 2000 (the
“Employment Continuation Agreement”) that provides the
Company and the Executive with certain rights and obligations upon
the occurrence of a Change in Control;
WHEREAS, Section 3(b)(ii) of the Employment
Continuation Agreement provides that each Performance Share earned
upon a Change in Control shall be canceled in exchange for an
immediate payment in cash of an amount equal to the Change in
Control Price;
WHEREAS , Financial Accounting Standards Board Statement
123 (revised 2004), Share-Based Payment (“FAS 123(R)”),
would require the Company, effective beginning January 1,
2006, to record the fair market value of all awarded Performance
Shares as a liability for financial reporting purposes due to
language of Section 3(b)(ii) of the Employment Continuation
Agreement;
WHEREAS , in order to ensure that the Performance Shares
are not required to be classified as a liability of the Company
pursuant to FAS 123(R), the Board of Directors of the Company (the
“Board”) has approved an amendment to the Employment
Continuation Agreement to provide
