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[COMPANY] (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. The requirements of this Agreement shall apply to you
only for so long as both (1) you are a Senior Executive
Officer of the Company, and (2) any debt or equity securities
issued by the Company under the CPP are by 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:
(1) 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.
(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,
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