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EXHIBIT 10.3
December 12, 2008
[Insert Name and Address]
[Insert Name]:
HopFed Bancorp, Inc. (the " Company ") anticipates
entering into a Securities Purchase Agreement (the "
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 (" Letter
Agreement ") 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 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:
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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 a senior
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 ex
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