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Exhibit 10.3
Form of Consent Letter
[Insert Name]
Dear [Insert Name]:
Eastern Virginia Bankshares, Inc. (the "
Company ") anticipates entering into a Securities Purchase
Agreement (the " Securities Purchase 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
Securities Purchase Agreement, the Company is required to establish
specified standards for incentive compensation to its senior
executive officers and to make changes to its compensation
agreements. The Company intends to apply these standards to its
senior executive officers. 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, bonus, incentive and other benefit
plans, arrangements and agreements (including golden parachute,
severance and employment agreements) (collectively, " Benefit
Plans ") with respect to you is hereby amended to the extent
necessary to give effect to provisi
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