TARP Capital Purchase Program. The Company shall have received satisfactory confirmation that the United States Treasury, immediately after the Company’s receipt of the Purchase Price (directly or through an escrow account to be released at Closing), will invest funds in the Company through the TARP Capital Purchase Program in an amount equal to three percent (3%) of the risk-weighted assets of the Company as determined by Treasury’s normal calculations.
TARP Capital Purchase Program. This Amended and Restated Agreement is intended to, and shall be interpreted, administered and construed to comply with the Emergency Economic Stabilization Act of 2008 and all U.S. Treasury Department regulations under its Troubled Assets Relief Program (“TARP”) Capital Purchase Program. Grantee therefore agrees that, during the period the Treasury Department holds an equity or debt position in TCF Financial acquired under the TARP Capital Purchase Program : (i) any bonus or incentive compensation paid to Grantee is subject to recovery by TCF Financial, and Grantee will promptly repay any such amounts to TCF Financial, if the bonus or incentive compensation payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, (ii) no golden parachute payments (as defined in U.S. Treasury Department regulations) in excess of those permitted under U.S. Treasury Department regulations will be made to Grantee, (iii) to the extent that TCF Financial or the Compensation Committee of TCF Financial’s Board of Directors determines that any incentive compensation arrangements with Grantee must be revised so as to not encourage unnecessary or excessive risks to TCF Financial, Grantee and TCF Financial agree to negotiate and effect such changes promptly and in good faith, and (iv) Grantee agrees to the foregoing provisions of this section notwithstanding any contrary terms of any employment agreement, change in control agreement, bonus agreement, stock or option award agreement, or any other incentive or benefit plan, arrangement, policy or agreement of any nature whatsoever between Grantee and TCF Financial, and all such agreements, plans, arrangements and policies are hereby amended as necessary to give effect to the foregoing provisions of this section. The foregoing provisions of this section shall cease to apply and will be of no force and effect if TCF Financial determines that Grantee is not, or is no longer, a senior executive officer of TCF Financial for purposes of the TARP Capital Purchase Program.
TARP Capital Purchase Program. Neither the Corporation nor any of its Subsidiaries is in default under or in breach of, or in receipt of any written claim of such default or breach, under the agreements and related documents governing the terms of the investment in the Corporation by the United States Department of the Treasury (the “Treasury”) under the Troubled Asset Relief Program Capital Purchase Program (the “CPP”). No event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance, in each such case, by the Corporation or the Bank under any such agreement or document. Neither the Corporation nor the Bank has any present expectation or intention of not fully performing on a timely basis all such obligations required to be performed by the Corporation or the Bank, as applicable, under such agreements and documents. The Corporation or the Bank, as applicable, has declared and paid all dividend payments required to paid to the Treasury with respect to its investment under the CPP, and neither the Corporation nor the Bank has elected to defer any required dividend payments. The Corporation and the Bank are in compliance with the executive compensation rules set forth in the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009.
TARP Capital Purchase Program. The Officer hereby acknowledges and agrees that, for as long as the Company is a participant in and is subject to the Troubled Asset Relief Program (“TARP”) rules and guidance, with debt or equity held by the U.S. Department of the Treasury (the “Treasury”), the Company will be bound by the executive compensation and corporate governance requirements of Section 111 of the Emergency Economic Stabilization Act of 2008, as amended, and any and all implementing regulations or guidance issued by the Treasury. The Officer further agrees that despite any contrary provision within this Agreement, the Board shall have the right to modify, unilaterally and without the Officer’s consent, any of the provisions of this Agreement, including but not limited to reducing the amount of compensation and benefits provided under Section 4 herein, if in the Board’s sole judgment the modification is necessary to comply with the mandatory application of the Treasury’s rules and guidance governing executive compensation of participants of the TARP Capital Purchase Program, as such rules and guidance may be supplemented or amended from time to time after the date of this Agreement. The Board’s power under this Section 18 to modify the provisions of this Agreement shall expire when the Company is no longer a participant in and subject to the TARP Capital Purchase Program rules and guidance.
TARP Capital Purchase Program. Participant hereby acknowledges and agrees that, for as long as the Company is a participant in and is subject to the Troubled Asset Relief Program (“TARP”) rules and guidance, with debt or equity held by the U.S. Department of the Treasury (the “Treasury”), the Company will be bound by the executive compensation and corporate governance requirements of Section 111 of the Emergency Economic Stabilization Act of 2008, as amended, and any and all implementing regulations or guidance issued by the Treasury. Participant further agrees that, despite any contrary provision within this Agreement, the Company shall have the right to modify, unilaterally and without Participant’s consent, any of the provisions of this Agreement, if in the Company’s sole judgment the modification is necessary to comply with the mandatory application of the Treasury’s rules and guidance governing executive compensation of participants of the TARP Capital Purchase Program, as such rules and guidance may be supplemented or amended from time to time after the date of this Agreement. The Company’s power under this paragraph to modify the provisions of this Agreement shall expire when the Company is no longer a participant in and subject to the TARP Capital Purchase Program rules and guidance.
TARP Capital Purchase Program. You acknowledge that this Letter Agreement and the Performance-Vesting Restricted Stock Award described herein constitutes a “Compensation Arrangement” subject to the provisions of the CPP Senior Executive Officer Agreement Under the TARP Capital Purchase Program you entered in to with the Company on or about December 5, 2008 in connection with the participation by the Company in the United States Department of the Treasury’s TARP Capital Purchase Program. To confirm your understanding and acceptance of the Award granted to you by this Letter Agreement, please execute and return in the enclosed envelope the following enclosed documents: (a) the “Beneficiary Designation Form” and (b) the Confirmation of Acceptance endorsement of this Letter Agreement. The original copy of this Letter Agreement should be retained for your permanent records. If you have any questions, please do not hesitate to contact the office of the Corporate Secretary of First Midwest Bancorp, Inc. at (000) 000-0000. Very truly yours, Xxxxxxx X. Xxxxx Executive Vice President, Corporate Secretary First Midwest Bancorp, Inc. Exhibit A to Performance-Vesting Restricted Stock Letter Agreement
