COMPENSATION
MODIFICATION AGREEMENT
THIS AGREEMENT
(“Agreement”), made this ____ day of ________, 200_, by
and between ____________________________, __________________, its
wholly owned subsidiary, (together, the “Corporation”)
and ___________________________, a senior executive officer of the
Corporation (“Executive”).
WHEREAS, the
Corporation has determined that it is in the best interests of the
Corporation and its stockholders to participate in the Treasury
TARP CPP program (“CPP”), under which, the Corporation
will issue preferred stock and warrants to purchase Corporation
common stock to the United States Treasury (“UST”) in
return for cash; and
WHEREAS, in order
for the Corporation to participate in the CPP, the Corporation and
its senior executive officers subject to the Compensation
Guidelines (“SEOs”) must comply with Section 111(b) of
the Emergency Economic Stabilization Act of 2008 regarding
executive compensation and corporate governance and the related UST
interim final regulations (31 CFR Part 30) published in the Federal
Register on October 20, 2008 (the “Compensation
Guidelines”); and
WHEREAS, the
Corporation is required to deliver a certificate to the UST at the
closing of the CPP transaction that it has complied with all the
Compensation Guidelines; and
WHEREAS, the board
of directors of the Corporation has authorized and directed the
Compensation Committee to take any and all the actions required
under the Compensation Guidelines in order to enable the
Corporation to deliver that certificate and authorized each member
of the Compensation Committee to execute this Agreement on behalf
of the Corporation; and
WHEREAS, in order
to comply with the Compensation Guidelines for so long as UST holds
securities of the Corporation acquired in the CPP, the Corporation,
through the Compensation Committee, is required to review the
Corporation’s compensation plans and policies with senior
risk officers in order to identify and unilaterally eliminate any
bonus plans or other incentive compensation arrangements for SEOs
that encourage them to take unnecessary and excessive risks that
threaten the value of the financial institution; and
WHEREAS, in order
to comply with the Compensation Guidelines for so long as UST holds
securities of the Corporation acquired in the CPP, the Corporation,
through the Compensation Committee, must adopt appropriate
provisions for the recovery by the Corporation of any bonus or
incentive compensation paid to a senior executive officer (as
defined under the Compensation Guidelines) based on financial
statements or performance metric criteria later determined to be
materially inaccurate; and
WHEREAS, in order
to comply with the Compensation Guidelines as long for so UST holds
securities of the Corporation acquired in the CPP, the Corporation
is prohibited from making any golden parachute payment (as defined
under the Compensation Guidelines) to any SEO; and
WHEREAS, the
Corporation is required to deliver to the UST in connection with
the consummation of the CPP transaction a waiver from each of its
SEOs with respect to the changes in the Corporation’s
compensation plans, polices and practices as required by the
Compensation Guidelines; and
WHEREAS, the
Compensation Committee has asked Executive to execute the waiver in
the form attached; and
WHEREAS, the
Executive believes the requirements imposed under the Compensation
Guidelines in order for the Corporation to obtain government funds
by participating in the CPP are reasonable and in the best
interests of the Corporation and its stockholders and furthers the
long term best interests of the Corporation and its SEOs, including
the Executive.
NOW, THEREFORE, to
allow the Corporation to participate in the CPP for the mutual
benefit of the Corporation, its stockholders and Executive, and for
other good and valuable consideration, the Corporation and the
Executive hereby agree as follows:
1.
GENERAL M
