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Exhibit 10.3
November 14, 2008
[Name and Address]
Dear [Name],
Northern Trust Corporation (the
“Company”) anticipates entering into a Securities
Purchase Agreement (the “Participation Agreement”) with
the United States Department of Treasury (the
“Treasury”) that provides, among other things, for the
purchase by the Treasury of securities issued by the Company. This
purchase is anticipated to occur as part of the Company’s
participation in the Treasury’s Troubled Asset Relief Program
- Capital Purchase Program (the “CPP”).
As a condition to the closing of the
investment contemplated by the Participation Agreement, the Company
is required to take certain actions with respect to compensation
arrangements of its senior executive officers. The Company has
determined that you are or may be a senior executive officer for
purposes of the CPP. To comply with the requirements of the CPP,
and in consideration of the benefits that you will receive as a
result of the Company’s participation in the CPP and for
other good and valuable consideration, the sufficiency of which you
hereby acknowledge, you agree as follows:
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(1)
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No Golden
Parachute Payments. You will not be entitled to receive from the
Company any golden parachute payment (as defined below) during any
period in which the Treasury holds an equity or debt position
acquired from the Company in the CPP (the “CPP Covered
Period”). The Company shall work with you between the date
hereof and December 31, 2008 in order to determine the
potential payments and benefits which may be subject to the
foregoing limitation and, if necessary, to determine the order in
which such payments and benefits shall be reduced, if
necessary.
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(2)
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Recovery of
Bonus and Incentive Compensation. You will be required to and shall
return to the Company any bonus or incentive compensation paid to
you by the Company during the CPP Covered Period if such bonus or
incentive compensation is paid to you based on materially
inaccurate financial statements or any other materially inaccurate
performance metric criteria.
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(3)
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Compensation
Program Amendments. Each of the Company’s compensation,
bonus, i
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