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Exhibit 10.3
FIRST COMMUNITY BANK CORPORATION OF
AMERICA
December 23, 2008
First Community Bank
Corporation
9001 Belcher Road
Pinellas Park, Florida 33782
Dear
:
First Community Bank Corporation of
America (the “Company”) anticipates entering into a
Securities Purchase Agreement (the “Participation
Agreement”) with the United States Department of the Treasury
(the “Treasury”) that provides, among other things, for
the purchase by the Treasury of securities issued by the Company.
This purchase is anticipated to occur as part of the
Company’s participation in the Treasury’s Troubled
Asset Relief Program - Capital Purchase Program (the
“CPP”).
As a condition to the closing of the
investment contemplated by the Participation 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 or may be 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 an equity or debt position
acquired from the Company in the CPP (the “CPP Covered
Period”) (or during the year following any acquisition of the
Company, to the extent required by the CPP Limitations (as defined
below)).
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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 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, bonus, incentive and other benefit plans,
arrangements and agreements, including your Employment Security
Agreement (all such plans, arrangements and agreements, the
“Benefit Plans”) are hereby amended to the extent
necessary to give effect
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