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Thomas L.
Callicutt, Jr.
c/o Whitney Holding Corporation
228 St. Charles Avenue
New Orleans, LA 70130
Whitney
Holding Corporation (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
of incentive compensation for its Senior Executive Officers and to
make any necessary changes to its compensation arrangements. The
requirements of this Agreement shall apply to you only if and for
so long as both (1) you are deemed to be 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:
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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. 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.
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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
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