Exhibit 10.3
[COMPANY
LETTERHEAD]
November
, 2008
[Officer Name]
Valley National Bancorp
1455 Valley Road
Wayne, NJ 07470
Dear [Officer] ,
As you know, Valley National Bancorp
(the “Company,” as further defined below) has entered
into a Securities Purchase Agreement, dated [insert date]
(the “Participation Agreement”), with the United States
Department of Treasury (“Treasury”) that provides for
the Company’s participation in the Treasury’s TARP
Capital Purchase Program (“CPP”).
For the Company to participate in
the CPP, and as a condition to the closing of the investment
contemplated by the Participation Agreement, the Company is
required to establish specified standards for incentive
compensation to its senior executive officers and to make changes
to its compensation arrangements. To comply with these
requirements, and in consideration of the benefits that you will
receive as a result of the Company’s participation in the
CPP, you agree as follows:
(1) No Golden Parachute
Payments . The Company is prohibiting any golden parachute
payments to you during any “CPP Covered Period”. A
“CPP Covered Period” is any period during which
(A) you are a senior executive officer of the Company, and
(B) Treasury holds an equity or debt position acquired from
the Company in the CPP.
(2) Recovery of Bonus and
Incentive Compensation . Any bonus and/or incentive
compensation paid to you during a CPP Covered Period is subject to
recovery or “clawback” by the Company if the payments
were based on materially inaccurate financial statements or any
other materially inaccurate performance metric criteria.
(3) Compensation Program
Amendments . Each of the Company’s compensation, bonus,
incentive and other benefit plans, arrangements and ag
