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Exhibit 10.3
December
, 2008
[name]
[title]
StellarOne Corporation
590 Peter Jefferson Parkway, Suite 250
Charlottesville, Virginia 22911
Dear [name]:
StellarOne Corporation (the "Company") anticipates entering into
a Securities Purchase Agreement (the "Participation Agreement"),
with the United States Department of the 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 Participation
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. The requirements of
this letter agreement shall apply to you only for so long as both
(1) you are a Senior Executive Officer of the Company, and
(2) any debt or equity securities issued by the Company under
the CPP are by held by Treasury (the "CPP Covered Period"). 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:
(1) No Golden Parachute Payments . The Company is
prohibiting any Golden Parachute Payment to you during any CPP
Covered Period. 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) your rights
under the Benefit Plans (as defined below) and (ii) the
maximum amount allowed under Section 111(b)(2)(C) of EESA.
(2) 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.
(3) Compensation Program Amendments . Each o
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