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Exhibit 10.2(c)
September 25, 2009
Dennis J.
Klingensmith
Senior Vice
President
Premier Financial
Bancorp, Inc.
c/o First Central
Bank
14 North Locust
Street
Buckhannon, WV
26201
Dear Denny,
Premier Financial
Bancorp, 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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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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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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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
e
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