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Exhibit 10.2.3 FIRST CITIZENS BANC CORP
100 East Water Street
P.O. Box 5016
Sandusky, Ohio 44870
(419) 625-4121
www.fcza.com James E. McGookey
Senior Vice President and General Counsel
First Citizens Banc Corp
P.O. Box 5016
Sandusky, Ohio 44870 Dear Jim: 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 ag
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