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EXECUTIVE CONSENT TO ADDENDUMS OR AMENDMENTS
TO COMPENSATION ARRANGEMENTS
December ___, 2008
Cecil Bancorp, Inc.
Cecil Bank
127 North Street
Elkton, MD 21922
Dear ________________,
Cecil Bancorp, Inc. (the " Company) anticipates entering
into a Securities Purchase Agreement (the " Participation
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.
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. 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". A "
CPP Covered Period " is any period during which (A) you are
a senior executive officer ("SEO") and (B) Treasury holds an equity
or debt position acquired from the Company in the CPP.
(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 of the Company’s
compensation, bonus, incentive and other benefit plans,
arrangements and agreements (including golden parachute, severance
and empl
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