Exhibit 10.3
[MetroCorp Bancshares, Inc.
Letterhead]
January 16, 2009
[Senior Executive Officer Name and
Address]
Dear [Senior Executive
Officer],
This letter agreement is entered
into by and between
(“Executive”) and MetroCorp Bancshares, Inc. (the
“Company”) in connection with the Company’s
participation in the Troubled Asset Relief Program Capital Purchase
Program (the “CPP”) of the United States Department of
the Treasury (the “Treasury”). The Company has
determined that Executive is a Senior Executive Officer (as defined
below).
The Company intends to enter into a
Letter Agreement (including the Securities Purchase Agreement
– Standard Terms attached as Exhibit A thereto)
(collectively, the “Purchase Agreement”) with the
Treasury pursuant to which the Company will issue and sell to the
Treasury shares of preferred stock of the Company and a related
warrant (“Warrant”) to purchase common stock of the
Company. Pursuant to the Purchase Agreement, the Company is
required to meet certain executive compensation and corporate
governance standards under Section 111(b) of EESA (as defined
below), as implemented by guidance or regulation thereunder that
has been issued and is in effect as of the Closing Date (as defined
in the Purchase Agreement) (the “CPP
Guidance”).
As a condition to the Closing (as
defined in the Purchase Agreement), the Company is required to have
effected such changes to its compensation, bonus, incentive and
other benefit plans, arrangements and agreements (including golden
parachute, severance and employment agreements) (collectively, the
“Benefit Plans”) with respect to its Senior Executive
Officers (and to the extent necessary for such changes to be
legally enforceable, each of its Senior Executive Officers shall
have duly consented in writing to such changes), as may be
necessary to comply with Section 111(b) of the EESA and the
CPP Guidance during the period that the Treasury owns any debt or
equity securities of the Company acquired pursuant to the Purchase
Agreement and the related Warrant (the “CPP Covered
Period”).
In consideration of the benefits
that Executive will receive as a result of the Company’s
participation in the CPP, the covenants set forth herein and for
other good and valuable consideration, the sufficiency of which is
hereby acknowledged, Executive and the Company hereby agree as
follows:
1. No Golden Parachute
Payments . The Company hereby prohibits any Golden Parachute
Payment (as defined below) to be paid to Executive during any CPP
Covered Period. To the extent any event occurs during the CPP
Covered Period that would otherwise trigger a Golden Parachute
Payment, Executive will be entitled to the lesser of (i) his
rights under the Benefit Plans and (ii) the maximum amount
allowed under Section 111(b)(2)(C) of EESA.
2. Recovery of Bonus and
Incentive Compensation . Any bonus and incentive compensation
paid to Executive during the CPP Covered Period is subject to
recovery or “clawback
