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Exhibit 10.3
December 15, 2008
[Name]
[Address]
Dear __________________:
Bancorp Rhode Island, Inc. (the
“ Company ”) anticipates entering into a
Securities Purchase Agreement (the “ Participation
Agreement ”) on December 19, 2008 (the “ Closing
Date ”), 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:
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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) 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
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