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EXHIBIT 10.6
December 5, 2008
William Harvey McMurray,
III
831 Julian Ave.
Thomasville, NC 27360
Dear Bill:
BNC Bancorp (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 golden parachute, severance and employment
agreements (all such plans, arrangements and agreements, the
“Benefit Plans”) are hereby amended to the extent
necessary to give effect to provisions (1) a
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