Exhibit 10.4
MID-WISCONSIN FINANCIAL SERVICES,
INC.
132 W. STATE STREET
P.O. BOX 90
MEDFORD, WI 54451
____________________
____________________
____________________
Dear ________________:
Mid-Wisconsin Financial Services, 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 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:
1.
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.
2.
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. Bonus and incentive compensation is considered
“paid to you” during a CPP Covered Period if you obtain
a legally binding right to the payment during the CPP
Covered
