Exhibit 10.3
January 16, 2009
[Name]
S&T Bancorp, Inc.
800 Philadelphia Street
Indiana, Pennsylvania 15701
Dear [Name],
S&T 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 decides not 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 your continued employment and
the benefits that you and the Company will receive as a result of
the Company’s participation in the CPP, you and the Company
agree as follows:
(1) No Golden Parachute
Payments . You will not be entitled to, and the Company will
not pay or provide to you, any golden parachute payments during the
CPP Covered Period. To the extent required to implement this
paragraph (1), any payments and benefits other than health and life
insurance benefits shall be reduced proportionally in order of
priority and reduction that results in the greatest reduction of
any “excess parachute payments” within the meaning of
Section 280G(b) of the Code. To the extent necessary, after
the reduction provided in the previous sentence, health and life
insurance benefits shall be reduced.
(2) Recovery of Bonus and
Incentive Compensation. Any bonus and any incentive
compensation paid to you during the CPP Covered Period will be
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 agreements
(including, without limitation golden parachute, severance and
employment agreements) (collectively, “ Benefit Plans
”) in which you part
