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EXHIBIT 10.2
[Senior Executive Officer Name
and Address]
Dear [Senior Executive Officer
Name],
Independent
Bank Corporation (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 shall be of no further force and
effect.
As
a condition to consummation of the transactions contemplated under
the Agreement, the Company is required to take certain actions with
respect to compensation arrangements of its senior executive
officers. The Company has determined that you are 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
will not be entitled to receive from the Company any Golden
Parachute Payment (as defined below) during any period in which the
Treasury holds any equity or debt securities acquired from the
Company in the CPP (the “ CPP Covered Period
”).
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(2)
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Recovery of
Bonus and Incentive Compensation . You will be required to and shall return to
the Company any bonus or incentive compensation paid to you by the
Company during the CPP Covered Period if such bonus or incentive
compensation is paid to you based on the Company’s materially
inaccurate financial statements or any other materially inaccurate
performance metric criteria.
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