LETTER AGREEMENT
January
9, 2009
MidSouth
Bancorp, Inc. (the “Company”) anticipates
entering into a Securities Purchase Agreement (the “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 (“Letter
Agreement”) 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 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)
|
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.
|
|
(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 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 agree to negotiate such changes promptly and in
good faith.
|
|
(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” is used with same meaning as in
Section 111(b)(2)(C) of EESA.
|
|
•
|
“EESA”
means the Emergency Economic Stabilization Act of 2008 as implemented by
guidance or regulation issued by the Department of the Treasury and as
published in the Federal Register on October 20,
2008.
|
|
•
|
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 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).
|
|
(5)
|
Miscellaneous. To the
extent not subject to federal law, this letter will be governed by and
construed in accordance with the laws of the State of Louisiana. This
letter may be executed in two or more counterparts, each of which will be
deemed to be an original. A signature transmitted by facsimile will be
deemed an original signature.
|
The
Company’s Board of Directors appreciates the concessions you are making and
looks forward to your continued leadership during these financially turbulent
times.
|
Yours
sincerely,
|
||
|
MidSouth
Bancorp, Inc.
|
||
|
By:
|
/s/ Will
Xxxxxxxxxx, Sr.
|
|
|
Name:
|
Will
Xxxxxxxxxx, Sr.
|
|
|
Title:
|
Compensation
Committee Chairman
|
|
Intending
to be legally bound, I agree with and accept the foregoing terms on the date set
forth below.
|
/s/ X.X.
Xxxxxxxx
|
|
|
X.X.
Xxxxxxxx, President/C.E.O.
|
|
|
Date:
January 9, 2009
|
January
9, 2009
MidSouth
Bancorp, Inc. (the “Company”) anticipates
entering into a Securities Purchase Agreement (the “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 (“Letter
Agreement”) 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 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)
|
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.
|
|
(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 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 agree to negotiate such changes promptly and in
good faith.
|
|
(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” is used with same meaning as in
Section 111(b)(2)(C) of EESA.
|
|
•
|
“EESA”
means the Emergency Economic Stabilization Act of 2008 as implemented by
guidance or regulation issued by the Department of the Treasury and as
published in the Federal Register on October 20,
2008.
|
|
•
|
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 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).
|
|
(5)
|
Miscellaneous. To the
extent not subject to federal law, this letter will be governed by and
construed in accordance with the laws of the State of Louisiana. This
letter may be executed in two or more counterparts, each of which will be
deemed to be an original. A signature transmitted by facsimile will be
deemed an original signature.
|
The
Company’s Board of Directors appreciates the concessions you are making and
looks forward to your continued leadership during these financially turbulent
times.
|
Yours
sincerely,
|
||
|
MidSouth
Bancorp, Inc.
|
||
|
By:
|
/s/ Will Xxxxxxxxxx,
Sr.
|
|
|
Name:
|
Will
Xxxxxxxxxx, Sr.
|
|
|
Title:
|
Compensation
Committee Chairman
|
|
Intending
to be legally bound, I agree with and accept the foregoing terms on the date set
forth below.
|
/s/ X. X. Xxxxxxxx,
Xx.
|
|
|
X.
X. Xxxxxxxx, Xx., SEVP/C.F.O.
|
|
|
Date:
January 9, 2009
|
January
9, 2009
MidSouth
Bancorp, Inc. (the “Company”) anticipates
entering into a Securities Purchase Agreement (the “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 (“Letter
Agreement”) 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 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)
|
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.
|
|
(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 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 agree to negotiate such changes promptly and in
good faith.
|
|
(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” is used with same meaning as in
Section 111(b)(2)(C) of EESA.
|
|
•
|
“EESA”
means the Emergency Economic Stabilization Act of 2008 as implemented by
guidance or regulation issued by the Department of the Treasury and as
published in the Federal Register on October 20,
2008.
|
|
•
|
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 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).
|
|
(5)
|
Miscellaneous. To the
extent not subject to federal law, this letter will be governed by and
construed in accordance with the laws of the State of Louisiana. This
letter may be executed in two or more counterparts, each of which will be
deemed to be an original. A signature transmitted by facsimile will be
deemed an original signature.
|
The
Company’s Board of Directors appreciates the concessions you are making and
looks forward to your continued leadership during these financially turbulent
times.
|
Yours
sincerely,
|
||
|
MidSouth
Bancorp, Inc.
|
||
|
By:
|
/s/ Will Xxxxxxxxxx,
Sr.
|
|
|
Name:
|
Will
Xxxxxxxxxx, Sr.
|
|
|
Title:
|
Compensation
Committee Chairman
|
|
Intending
to be legally bound, I agree with and accept the foregoing terms on the date set
forth below.
|
/s/ Xxxxx X.
Xxxx
|
|
|
Xxxxx
X. Xxxx, SEVP/C.O.O.
|
|
|
Date:
January 9, 2009
|
January
9, 2009
MidSouth
Bancorp, Inc. (the “Company”) anticipates
entering into a Securities Purchase Agreement (the “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 (“Letter
Agreement”) 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 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)
|
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.
|
|
(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 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 agree to negotiate such changes promptly and in
good faith.
|
|
(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” is used with same meaning as in
Section 111(b)(2)(C) of EESA.
|
|
•
|
“EESA”
means the Emergency Economic Stabilization Act of 2008 as implemented by
guidance or regulation issued by the Department of the Treasury and as
published in the Federal Register on October 20,
2008.
|
|
•
|
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 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).
|
|
(5)
|
Miscellaneous. To the
extent not subject to federal law, this letter will be governed by and
construed in accordance with the laws of the State of Louisiana. This
letter may be executed in two or more counterparts, each of which will be
deemed to be an original. A signature transmitted by facsimile will be
deemed an original signature.
|
The
Company’s Board of Directors appreciates the concessions you are making and
looks forward to your continued leadership during these financially turbulent
times.
|
|
||
|
Yours
sincerely,
|
||
|
|
||
|
MidSouth
Bancorp, Inc.
|
||
|
By:
|
/s/ Will Xxxxxxxxxx,
Sr.
|
|
|
Name:
|
Will
Xxxxxxxxxx, Sr.
|
|
|
Title:
|
Compensation
Committee Chairman
|
|
Intending
to be legally bound, I agree with and accept the foregoing terms on the date set
forth below.
|
/s/ Xxxxxx X.
Xxxxxx
|
|
|
Xxxxxx
X. Xxxxxx, SEVP/C.L.O.
|
|
|
Date:
January 9, 2009
|
January
9, 2009
MidSouth
Bancorp, Inc. (the “Company”) anticipates
entering into a Securities Purchase Agreement (the “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 (“Letter
Agreement”) 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 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)
|
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.
|
|
(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 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 agree to negotiate such changes promptly and in
good faith.
|
|
(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” is used with same meaning as in
Section 111(b)(2)(C) of EESA.
|
|
•
|
“EESA”
means the Emergency Economic Stabilization Act of 2008 as implemented by
guidance or regulation issued by the Department of the Treasury and as
published in the Federal Register on October 20,
2008.
|
|
•
|
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 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).
|
|
(5)
|
Miscellaneous. To the
extent not subject to federal law, this letter will be governed by and
construed in accordance with the laws of the State of Louisiana. This
letter may be executed in two or more counterparts, each of which will be
deemed to be an original. A signature transmitted by facsimile will be
deemed an original signature.
|
The
Company’s Board of Directors appreciates the concessions you are making and
looks forward to your continued leadership during these financially turbulent
times.
|
Yours
sincerely,
|
||
|
MidSouth
Bancorp, Inc.
|
||
|
By:
|
/s/ Will Xxxxxxxxxx,
Sr.
|
|
|
Name:
|
Will
Xxxxxxxxxx, Sr.
|
|
|
Title:
|
Compensation
Committee Chairman
|
|
Intending
to be legally bound, I agree with and accept the foregoing terms on the date set
forth below.
|
/s/ A. Xxxxxx
Xxx
|
|
|
A.
Xxxxxx Xxx, EVP/C.R.O.
|
|
|
Date:
January 9, 2009
|
