FNB
UNITED CORP.
150
South Fayetteville Street
Asheboro,
North Carolina 27203
[Date]
[Name
of officer]
[Address]
Dear
[officer]:
FNB
United Corporation (“FNB United”) anticipates entering
into a Letter Agreement and Securities Purchase Agreement –
Standard Terms incorporated into the Letter Agreement with the
United States Department of the Treasury (the
“Treasury”), which provides for FNB United’s
participation in the Capital Purchase Program (the
“CPP”) of the Treasury’s Troubled Asset Relief
Program. A copy of the Letter Agreement and Securities
Purchase Agreement – Standard Terms is attached to this
letter as Exhibit A and the documents are referred to collectively
in this letter as the “Participation
Agreement.”
For
FNB United to participate in the CPP, and as a condition to closing
the Treasury’s investment in FNB United contemplated by the
Participation Agreement, FNB United is required to establish
specified standards for executive compensation payable to Senior
Executive Officers and to make certain changes to its compensation
arrangements as described below:
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No
Golden Parachute Payments . FNB
United is prohibited from making any Golden Parachute Payment to
you during the CPP Covered Period.
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Recovery
of Bonus and Incentive Compensation . Any
bonus or incentive compensation paid to you during a CPP Covered
Period is subject to recovery by FNB United if the payments were
based on materially inaccurate financial statements or any other
materially inaccurate performance metric criteria.
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No
Unnecessary or Excessive Risk . FNB
United 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 FNB United.
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This
letter is intended to comply with the requirements imposed by the
CPP. In consideration of the benefits that you will
receive as a result of FNB United’s participation in the CPP,
by signing this letter, you agree that each of FNB United’s
compensation, bonus, incentive and other benefit plans,
arrangements and agreements
(including
golden parachute, severance, change-of-control and employment
agreements (collectively, “Benefit Plans”) with respect
to you is hereby am
