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[Senior
Executive Officer Name and Address]
Dear [Senior
Executive Officer],
Old
National Bancorp (the “Company”) anticipates entering
into a Securities Purchase Agreement (the “Investment
Agreement”), with the United States Department of Treasury
(the “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 Investment 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) the 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,
deferred compensation and other benefit plans, arrangements and
agreements (including golden parachute, severance, change in
control 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 above. For
reference, certain affected Benefit Plans are set forth in
Appendix A to this le
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