NORTH CENTRAL BANCSHARES, INC. OMNIBUS AMENDMENT TO THE SEO AGREEMENTS
NORTH CENTRAL BANCSHARES,
INC.
This
Omnibus Amendment Agreement, dated as of January __, 2009 (the “Agreement”), is
entered into by and between __________ (the “Executive”) and North Central Bancshares,
Inc. (the “Company”).
WHEREAS, on October 3, 2008,
the United States Congress enacted the Emergency Economic Stabilization Act of
0000 (“XXXX”),
xxx xxx Xxxxxx Xxxxxx Department of the Treasury (the “Treasury”) is
administering the Troubled Assets Relief Program and the Capital Purchase
Program (the “CPP”) pursuant to
EESA;
WHEREAS, the Company submitted
an application to participate in the CPP on November 13, 2008, and Treasury
notified the Company that it has been preliminarily approved to participate in
the CPP via telephone on December 8, 2008, and in writing on December 11,
2008;
WHEREAS, Section 111 of EESA
and the Treasury guidance and regulations issued thereunder or to be issued
thereunder (the “Treasury Guidance”)
impose, as a condition to participating in the CPP, certain limitations on
executive compensation that the Company and its affiliates may pay or provide to
the Company’s top five senior executive officers, as defined in the regulations
applicable to CPP participants, such as the Company (each a “SEO”);
WHEREAS, in connection with
Company’s participation in the CPP, the Treasury will purchase certain preferred
shares and warrants of the Company (the “Purchased
Securities”) pursuant to a Securities Purchase Agreement, between the
Treasury and the Company (the “Purchase
Agreement”),
WHEREAS, Section 1.2(d)(iv)(A)
of the Purchase Agreement requires the Company to amend any
compensation, bonus, incentive and other benefit plans, arrangements, and
agreements (including golden parachute, severance and employment agreements)
benefiting SEOs
(collectively, with such agreements to which any affiliates of the
Company are a party, the “SEO Agreements”), and
to obtain written consent from any SEO for such amendments, if necessary, during
the period that Treasury owns any Purchased Securities, in order to comply with
Section 111(b) of EESA as implemented by the Treasury Guidance; and
WHEREAS, the Executive is, or
may in the future be, an SEO, as defined in subsection 111(b)(3) of EESA and
regulations issued thereunder; and
WHEREAS, the Company and the
Executive desire to amend the SEO Agreements to the extent necessary to comply
with Section 111(b) of the EESA, the Treasury Guidance, and the Purchase
Agreement.
NOW, THEREFORE, in
consideration of the foregoing and the covenants set forth herein, the Executive
and the Company hereby agree as follows:
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1.
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Amendments to the SEO
Agreements. Effective beginning as of the date hereof (to the
extent the Executive is an SEO for the 2008 calendar year) and during any
calendar year commencing after January 1, 2009, if any, during which the
Executive is an SEO and ending when the Treasury no longer owns any
Purchased Securities (such period shall be referred to as the “CPP Restricted
Period”), the Executive’s SEO Agreements are hereby amended as
follows to comply with Section 111(b) of the EESA, the Treasury Guidance,
and the Purchase Agreement:
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(a)
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In
the event that the Compensation Committee of the Board of Directors of the
Company (the “Committee”)
reasonably determines that any payment or benefit to which the Executive
is or may become entitled under the SEO Agreements is a “golden parachute
payment” for purposes of Section 111(b) of the EESA and the Treasury
Guidance, including the rules set forth in of 31 C.F.R. § 30.9, Q/A 9, (i)
neither the Company nor its affiliates shall pay or provide (nor shall the
Company or its affiliates obligated to pay or provide), such
payment or benefit during the CPP Restricted Period, and (ii) the
Executive shall not be entitled to receive, during the CPP Restricted
Period, such payment or benefit.
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(b)
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Any
bonus or incentive compensation paid to the Executive during the CPP
Restricted Period will be subject to recovery or “clawback” by the Company
or its affiliates if the payments were based on materially inaccurate
financial statements or any other materially inaccurate performance metric
criteria, as reasonably determined by the Committee pursuant to Section
111(b) of the EESA and the Treasury
Guidance.
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(c)
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In
the event that the Committee reasonably determines that any incentive
compensation arrangement pursuant to which the Executive is or may be
entitled to a payment encourages the Executive to take unnecessary and
excessive risks that threaten the value of the financial institution
within the meaning of 31 C.F.R. §30.9 Q/A 4, the Committee shall amend
such incentive compensation arrangements to prevent any such
risk-taking.
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2.
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Miscellaneous.
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(a)
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The
Executive’s execution of this Agreement shall not be determinative of the
Executive’s status as a SEO.
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(b)
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This
Agreement shall be void ab initio if the Closing of the transactions
contemplated by the Purchase Agreement does not
occur.
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(c)
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This
Agreement may be executed in one or more counterparts, each of which when
executed shall be an original, but all of which when taken together shall
constitute one and the same
agreement.
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(d)
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This
Agreement shall be governed by, and interpreted in accordance with, the
laws of the State of Iowa.
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[Signature
Page to Follow]
IN WITNESS WHEREOF, the
Company has caused this Agreement to be signed by its duly authorized
representative and the Executive has hereunto set his hand as of the day and
year first above written.
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By:
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Its:
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EXECUTIVE
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By:
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[Name
of Senior Executive
Officer]
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