COMMUNITY PARTNERS LETTERHEAD]
EXHIBIT
10.3
[COMMUNITY
PARTNERS LETTERHEAD]
January
30, 2009
[Officer
Name]
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Middletown,
New Jersey 07748
Dear
[Officer],
As you
know, Community Partners Bancorp (the “Company,” as further defined below) has
entered into a Securities Purchase Agreement, dated January 23, 2009 (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 (“CPP”).
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
payments to you during any “CPP Covered Period”. A “CPP Covered
Period” is any period during which (A) you are a senior executive officer of the
Company, 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/or 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.
(3) Compensation Program
Amendments. Each of the Company’s compensation, bonus,
incentive and other benefit plans, arrangements and agreements (including, but
not limited to, golden parachute, severance and employment agreements)
(collectively, “Benefit Plans”) with respect to you is hereby amended
(notwithstanding any contrary language within such Benefit Plans) to the extent
necessary to give effect to provisions (1) and (2) above.
In
addition, the Company 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 the Company. To the extent
any such review requires revisions to any Benefit Plan with respect to you, you
and the Company hereby agree to execute such additional documents as the Company
deems necessary to effect such revisions.
(4) Definitions and
Interpretation. This letter shall be interpreted as follows:
“Senior
executive officer” means the Company’s “senior executive officers” as defined in
Subsection 111(b)(3) of EESA.
“Golden
parachute payment” has the same meaning as in Subsection 111(b)(2)(C) of
EESA.
“EESA”
means the Emergency Economic Stabilization Act of 2008 as implemented by
guidance or regulation that has been issued and is in effect as of the “Closing
Date,” as defined in the Participation Agreement.
The term
“Company” includes any entities treated as a single employer with the Company
under 31 C.F.R. § 30.1(b) (as in effect on the Closing Date). You are
also delivering a waiver pursuant to the Participation Agreement, and, as
between the Company and you, the term “employer” in that waiver will be deemed
to mean the Company as used in this letter.
The term
“CPP Covered Period” shall be limited by, and interpreted in a manner consistent
with, 31 C.F.R. § 30.11 (as in effect on the Closing Date).
Provisions
(1) and (2) of this letter are intended to, and will be interpreted,
administered and construed to comply with Section 111 of EESA and, to the
maximum extent consistent with the preceding, to permit operation of the Benefit
Plans in accordance with their terms before giving effect to this
letter.
This
agreement will be governed by the laws of the State of New Jersey, except to the
extent that federal law controls.
The
Company’s Board of Directors appreciates the concessions you are making and
looks forward to your continued leadership.
|
Very
truly yours,
|
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|
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||
| Title: | Chairman | ||
Intending
to be legally bound, I hereby
agree
with, acknowledge the sufficiency
of
consideration for, and accept the foregoing terms.
_________________________________
[Officer
Name]
Dated: January
30, 2009