January 27, 2009
Dear __________________,
________________________ (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
certain standards for incentive compensation to its senior
executive officers (“SEOs”) 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:
(1) 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.
(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. You agree that you will
repay us any such amounts within 90 days of our notice to you that
any such compensation subject to recovery has been paid to
you.
(3) 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 extent necessary to give effect to
provisions (1) and (2). You hereby release and forever discharge
the Compa
