Exhibit 10.3
Lakeland Bancorp, Inc.
Form of Executive Waiver Agreement
February 6, 2009
[Name and Address]
Dear [Name],
Lakeland Bancorp, Inc. (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 specified standards for incentive
compensation to its senior executive officers 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) Recover of Bonus and
Incentive Compensation . Any bonus and incentive compensation
paid to you during the 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, 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). For reference, certain affected Benefit Plans are
set forth in Appendix A to this letter.
In addition, the Company is required
to review its Benefit Plans to ensure that they do not
encoura
