LETTER AGREEMENT AND
AMENDMENT
TO
EXECUTIVE COMPENSATION AND BENEFIT PLANS
PURSUANT TO THE
TARP CAPITAL PURCHASE PROGRAM
THIS LETTER
AGREEMENT AND AMENDMENT (the “Agreement”) by and
between Parkvale Financial Corporation (the “Company”),
Parkvale Savings Bank (the “Bank”) and the undersigned
executive officer (the “Executive”) is entered into
effective as of June 15, 2009 (the “Effective
Date”) and supersedes in its entirety the Letter Agreement
and Amendment entered into as of December 23, 2008.
WHEREAS ,
the Executive is either (1) currently deemed to be a
“Senior Executive Officer” of the Company or the Bank,
as defined in Section 111(a)(1) of the Emergency Economic
Stabilization Act of 2008 (“EESA”) as amended by the
American Recovery and Reinvestment Act of 2009 and the regulations
issued thereunder, including the regulations set forth in 31 C.F.R.
Part 30 (an “SEO”), (2) currently an
executive officer and may be deemed to be a “Senior Executive
Officer” of the Company or the Bank during the Participation
Period as defined below, or (3) a highly compensated employee
subject to the restrictions set forth below;
WHEREAS ,
in connection with the purchase by the United States Department of
the Treasury (the “Treasury”) of preferred stock and
warrants of the Company (the “Purchased Securities”),
pursuant to a Letter Agreement between the Treasury and the Company
dated as of December 23, 2008, which incorporates a Securities
Purchase Agreement (the “Purchase Agreement”), the
Company is required to comply with certain executive compensation
and corporate governance standards under Section 111(b) of EESA
that have been implemented by guidance or regulations issued
thereunder (including the regulations set forth in 31 C.F.R.
Part 30);
WHEREAS ,
the Treasury published revised interim final rules on June 15,
2009, which revised the rules set forth in 31 C.F.R.
Part 30;
WHEREAS ,
the Company and the Bank are required to adopt such changes to
their compensation, bonus, incentive and other benefit plans,
arrangements and agreements (including golden parachute, severance
and employment agreements) (collectively, the “Compensation
and Benefit Plans”) with respect to their SEOs and certain
highly compensated employees (and to the extent necessary for such
changes to be legally enforceable, such SEOs and highly compensated
employees are required to duly consent in writing to such changes),
as may be necessary, during the period ending on the last date upon
which any obligation arising from financial assistance pursuant to
the Purchase Agreement remains outstanding (disregarding any
warrants to purchase common stock of the Company) (the
“Participation Period”) in order to comply with Section
111(b) of EESA and the guidance or regulations issued thereunder,
including the revised rules set forth in 31 C.F.R. Part 30
(such guidance and regulations are hereinafter collectively
referred to as the “CPP Guidance”); and
WHEREAS ,
in consideration of the benefits that the Executive will receive as
a result of the Company’s participation in the
Treasury’s TARP Capital Purchase Program, the Executive is
willing to modify the Compensation and Benefit Plans applicable to
the Executive to the extent necessary to comply with Section 111(b)
of EESA, the CPP Guidance and the Purchase Agreement.
