EXHIBIT 10.2
February 13, 2009
Dear [Senior Executive Officer
Name],
Effective today, PremierWest Bancorp (the
“ Company ”) entered into a Letter Agreement
including Securities Purchase Agreement—Standard Provisions
(the “ Purchase 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 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, the
Company is required to establish specified standards for incentive
compensation to its Senior Executive Officers and to make changes
to its compensation arrangements.
The requirements of this Agreement shall apply
to you only for so long as both (1) you are a Senior Executive
Officer of the Company, and (2) any debt or equity securities
issued by the Company under the CPP are held by Treasury (the
“ CPP Covered Period ”). 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:
A.
No
Golden Parachute Payments . The Company is prohibiting any Golden
Parachute Payment to you during any CPP Covered Period. To the
extent any event occurs during the CPP Covered Period that would
otherwise trigger a golden parachute payment, you will be entitled
to the lesser of (i) your rights under the Benefit Plans (as
defined below) and (ii) the maximum amount allowed under Section
111(b)(2)(C) of EESA.
B.
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.
C.
Compensation Program Amendments
. Each of the Company’s
compensation, bonus, incentive and other benefit plans,
arrangements and agreements (including golden parachute, severance
and employment agreements; collectively, “ Benefit
Plans ”) with respect to you is hereby
