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Steve L.
Droke
100 North Main Street
Greeneville, Tennessee 37743
Green
Bankshares, 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:
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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”. 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.
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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 plans, arrangements and agreements (including golden
parachute, severance and employment agreements) (collectively,
“ Benefit Plans ”) with respect to you is hereby
amended to the extent necessary to give effect to provisions
(1) and (2). For reference, certain affected Benefit Plans are
set forth in Appendix A to this letter.
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In addition, 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. To the
extent any such review req
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