Exhibit 10.16
VIST Financial
Corp.
1240 Broadcasting
Road
Wyomissing, Pennsylvania
19610
December 19, 2008
VIA HAND DELIVERY
[Name of Senior Executive Officer]
c/o VIST Financial Corp.
1240 Broadcasting Road
Wyomissing, Pennsylvania 19610
Dear
:
VIST Financial Corp.
(the “ Company ”) anticipates entering into
a Securities Purchase Agreement (the “ Participation
Agreement ”), with the United States Department of the
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.
(3) Compensation Program Amendments.
Each of the Company’s
compensation, bonus, incentive and other benefit plans,
arrangements and agreements (including golden parachute, severance
and employ
