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Exhibit 10.3
Form of Consent
Letter
[Insert Name and Address]
Dear [Insert Name]:
The (the " Company ") anticipates entering
into a Securities Purchase Agreement (the " Securities Purchase
Agreement "), with the United States Department of Treasury ("
Treasury ") that provides for the Company's participation in
the Treasury's TARP Capital Purchase Program (the " CPP ").
If the Company does not participate or ceases at any time to
participate in the CPP, this letter shall be of no further force
and effect.
For the Company to participate in
the CPP and as a condition to the closing of the investment
contemplated by the Securities Purchase Agreement, the Company is
required to establish specified standards for incentive
compensation to its senior executive officers and to make changes
to its compensation agreements. The Company intends to apply these
standards to all of its executive officers. 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:
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(1)
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No Golden Parachute Payments
. The Company is prohibiting any
golden parachute payment to you during any "CPP Covered Period." A
" CPP Covered Period " is any period during which (A) you
are an executive officer and (B) Treasury holds an equity or debt
position acquired from the Company in the CPP.
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(2)
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Recovery of Bonus and Incentive
Compensation . Any bonus
and 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.
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(3)
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Compensation Program Amendments
. Each of the Company's
compensation, bonus, incentive and other benefit plans,
arrangements and agreements (including golden parachute, severance
and employment agreements) (collectively, " Benefit Plans ")
with respect to you is hereby amended to the extent necessary to
give effect to provisions (1) and (2) and you agree to execute any
suc
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