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Form of Senior Executive Officer
Agreement
[OFFICER
NAME]
Fidelity Southern Corporation
3 Corporate Square
Atlanta, GA 30329
Fidelity
Southern 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”) under the Emergency Economic Stabilization Act
of 2008 (together with any regulations or other guidance
promulgated thereunder as in effect from time to time,
“EESA”).
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 the 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 shall not receive from the Company any golden parachute
payment, within the meaning of Section 111(b)(2)(C) of EESA,
during the CPP Covered Period, or during the one-year period
following any acquisition of the Company, to the extent required by
EESA. To the extent any event occurs during the CPP Covered Period
that would otherwise trigger a golden parachute payment, you will
be entitled to the lesser of (i) any amount to which you are
entitled under the Compensation Arrangements, and (ii) the
maximum amount allowed under Section 111(b)(2)(C) of
EESA.
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(2)
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Recovery of Bonus and Incentive
Compensation . Any bonus 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, within the
meaning of and to the extent required by Section 111(b)(2)(B)
of EESA.
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(3)
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Amendment of Compensation
Arrangements . Each of the Company’s
Compensat
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