Exhibit 10.3
December
, 2008
[name]
[title]
Union Bankshares Corporation
211 North Main Street
P.O. Box 446
Bowling Green, Virginia 22427
Dear [name]:
Union Bankshares 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) Co
