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EXHIBIT 10.14
March [__], 2009
[Name and Address]
Dear [Name],
1
st United Bancorp, Inc. (the “Company”)
anticipates entering into a Securities Purchase Agreement (the
“Participation Agreement”) with the United States
Department of Treasury (the “Treasury”) that provides,
among other things, for the purchase by the Treasury of securities
issued by the Company. This purchase is anticipated to occur as
part of the Company’s participation in the Treasury’s
Troubled Asset Relief Program - Capital Purchase Program (the
“CPP”).
As
a condition to the closing of the investment contemplated by the
Participation Agreement, the Company is required to take certain
actions with respect to compensation arrangements of its senior
executive officers. The Company has determined that you are or may
be a senior executive officer for purposes of the CPP. To comply
with the requirements of the CPP, and in consideration of the
benefits that you will receive as a result of the Company’s
participation in the CPP and for other good and valuable
consideration, the sufficiency of which you hereby acknowledge, you
agree as follows:
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(1)
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No Golden Parachute Payments. You
will not be entitled to receive from the Company any golden
parachute payment (as defined below) during any period in which the
Treasury holds an equity or debt position acquired from the Company
in the CPP (the “CPP Covered Period”) (or during the
year following any acquisition of the Company, to the extent
required by the CPP Limitations (as defined below)).
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(2)
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Recovery of Bonus and Incentive
Compensation. You will be required to and shall return to the
Company any bonus or incentive compensation paid to you by the
Company during the CPP Covered Period if such bonus or incentive
compensation is paid to you 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 your
Employment Security Agreement (all such plans, arrangements and
agreements, the “Benefit Plans”) are hereby amended to
the extent necessary to give effect to provisions (1) and (2) of
this letter.
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The
Comp
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