[Senior
Executive Officer Name and Address]
Dear [Senior
Executive Officer]:
Integra Bank Corporation intends to participate
in the TARP Capital Purchase Program (“CPP”) authorized
by the Emergency Economic Stabilization Act of 2008, as amended, by
entering into a Securities Purchase Agreement (“Treasury
Agreement”) with the United States Department of Treasury
(“Treasury”). The Company is proposing to enter into
this letter agreement with you to help fulfill its obligations
under the Treasury Agreement. The terms of this letter agreement
will become effective upon closing of the securities purchase under
the Treasury Agreement and will terminate at the end of the
Investment Period. (Capitalized terms not otherwise defined in this
letter have the meanings described below.)
To participate in the CPP, the Company must
impose restrictions mandated by EESA and the Treasury Agreement on
certain compensation arrangements for its senior executive
officers. To comply with those standards, your current and deferred
compensation and benefit arrangements, including those under all
agreements, plans, policies, and practices (“Compensation
Plans”), will be amended as follows:
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1.
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Recovery of Incentive Compensation
Payments .
If, and to the extent, required by CPP, you earn or receive, as a
Covered Employee during the Investment Period, any bonus, retention
award, or incentive compensation from the Company based on
statements of earnings, revenues, gains, or other criteria that are
later found to have been materially inaccurate, you will repay
those excess amounts to the Company.
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2.
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Prohibition on Severance
Payments .
If, and to the extent, required by CPP, and so long as you are a
Covered Employee, you will not be entitled to receive from the
Company, during the Investment Period, any compensation payment for
departure from the Company for any reason, except for payments for
services performed or benefits accrued.
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3.
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Prohibition on Incentive
Compensation Payments . If, and to the extent, required
by CPP, and while you are a Covered Employee, you will not receive
or accrue during the Investment Period any bonus, retention award,
or incentive compensation. That prohibition will not apply,
however, to (a) the payment of long-term restricted stock that
(i) does n
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