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EXHIBIT 10.3
Via Certified Mail, Return
Receipt Requested
[Officer’s Name]
975 Hooper Avenue
Toms, River, NJ 08754
Dear Mr. [Officer’s
Name],
OceanFirst Financial Corp. (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:
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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 go
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