EXECUTIVE CONSENT TO ADDENDUMS OR AMENDMENTS TO
COMPENSATION ARRANGEMENTS
January __ 2009
Sun Bancorp, Inc.
Sun National Bank
226 Landis Avenue
Vineland, NJ 08360
Dear __________________,
Sun 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 agreement
