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FIRST CITIZENS BANC CORP
100 East Water Street
P.O. Box 5016
Sandusky, Ohio 44870
(419) 625-4121
www.fcza.com
James O.
Miller
President and Chief Executive Officer
First Citizens Banc Corp
P.O. Box 5016
Sandusky, Ohio 44870
First Citizens
Banc Corp (the “Company”) anticipates entering into a
Letter Agreement and Securities Purchase Agreement — Standard
Terms incorporated into the Letter Agreement, attached hereto as
Appendix A (collectively, the “Participation
Agreement”), with the United States Department of the
Treasury (the “Treasury”) that provides for the
Company’s participation in the Capital Purchase Program (the
“CPP”) of the Treasury’s Troubled Assets Relief
Program.
In order for
the Company to participate in the CPP, and as a condition to the
closing of the investment by the Treasury in the Company
contemplated by the Participation Agreement, the Company is
required to establish specified standards for executive
compensation payable to Senior Executive Officers and to make
certain changes to its compensation arrangements as described
below:
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(1)
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No Golden Parachute
Payments .
The Company is prohibited from making any Golden Parachute Payment
to you during any CPP Covered Period.
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(2)
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Recovery of Bonus and Incentive
Compensation . Any bonus and/or incentive
compensation paid to you during a CPP Covered Period (including any
bonus and/or incentive compensation considered to have been paid to
you during a CPP Covered Period pursuant to 31 C.F.R. § 30.6
(as in effect on the Closing Date)) is subject to recovery 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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No Unnecessary or Excessive
Risk . The
Company is required to review its Benefit Plans to ensure that they
do not encourage Senior Executive Officers to take unnecessary and
excessive risks that threaten the value of the Company.
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This letter is
intended to comply with the requirements imposed by the CPP. In
consideration of the benefits that you will receive as a result of
the Company’s participation in the CPP, by signing this
letter, you agree that each of the Company’s compensation,
bonus, incentive and other benefi
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