Exhibit 10.2
January 13, 2009
Via Hand
Delivery
[Senior Executive Officer Name and
Address]
Dear [Senior Executive
Officer],
MainSource Financial
Group, Inc. (the “Company”) anticipates entering
into a Securities Purchase Agreement (the “Investment
Agreement”), with the United States Department of Treasury
(the “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 Investment 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 and (B) the 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, deferred
compensation and other benefit plans, arrangements and agreements
(including golden parachute, severance, change in control and
employment agreements) (collectively, “Benefit Plans”)
with respect to you is hereby amended to the extent necessary to
give effect to Provisions 1
