Exhibit No. 10.2


 


FORM OF WAIVER


 


In consideration for the benefits I will receive as a
result of the participation of [NAME OF
COMPANY] (together with its subsidiaries and
affiliates, the “Company”) in the United States
Department of the Treasury’s (“Treasury”)
Community Development Capital Initiative and/or any other economic
stabilization program implemented by Treasury under the Emergency Economic
Stabilization Act of 2008 (as amended, supplemented or otherwise modified, “EESA”) (any such initiative or program, including the
Community Development Capital Initiative, a “Program”), I
hereby voluntarily waive any claim against the United States (and each of its
departments and agencies) or the Company or any of its directors, officers,
employees and agents for any changes to my compensation or benefits that are
required to comply with the executive compensation and corporate governance
requirements of Section 111 of EESA, as implemented by any guidance or
regulation thereunder, including the rules set forth in 31 C.F.R. Part 30,
or any other guidance or regulations under EESA, and the applicable
requirements of the Securities Purchase Agreement by and between the Company
and Treasury dated as of [          ], 2010, as amended (such requirements, the “Limitations”).


 


I acknowledge that the Limitations may require
modification or termination of the employment, compensation, bonus, incentive,
severance, retention and other benefit plans, arrangements, policies and
agreements (including so-called “golden parachute” agreements), whether or not
in writing, that I may have with the Company or in which I may participate as
they relate to the period the United States holds any equity or debt securities
of the Company acquired through a Program or for any other period applicable
under such Program or Limitations, as the case may be, and I hereby consent to
all such modifications.


 


This waiver includes all claims I may have under the
laws of the United States or any other jurisdiction (whether or not in
existence as of the date hereof) related to the requirements imposed by the
Limitations, including without limitation a claim for any compensation or other
payments or benefits I would otherwise receive, any challenge to the process by
which the Limitations are or were adopted and any tort or constitutional claim
about the effect of the Limitations on my employment relationship and I hereby
agree that I will not at any time initiate, or cause or permit to be initiated
on my behalf, any such claim against the United States (or any of its
departments or agencies) or the Company or any of its directors, officers,
employees or agents in or before any local, state, federal or other agency,
court or body.


 


I agree that, in the event and to the extent that the
Compensation Committee of the Board of Directors of the Company or similar
governing body (the “Committee”)
reasonably determines that any compensatory payment or benefit provided to me,
including any bonus or incentive compensation based on materially inaccurate
financial statements or performance criteria, would cause the Company to fail
to be in compliance with the Limitations (such payment or benefit, an “Excess Payment”), upon notification from the Company, I
shall repay such Excess Payment to the Company within 15 business days.  In addition, I agree that the Company
shall have the right to postpone any such payment or benefit for a reasonable
period of time to enable the Committee to determine whether such payment or
benefit would constitute an Excess Payment.


 


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I understand that any determination by the Committee
as to whether or not, including the manner in which, a payment or benefit needs
to be modified, terminated or repaid in order for the Company to be in
compliance with Section 111 of EESA and/or the Limitations shall be a
final and conclusive determination of the Committee which shall be binding upon
me.  I further understand that the
Company is relying on this letter from me in connection with its participation
in a Program.


 


In witness whereof, I execute this waiver on my
own behalf, thereby communicating my acceptance and acknowledgement to the
provisions herein.


 


 




	
   

  	
  Respectfully,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date: 
  September       , 2010

  






 


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