Exhibit 10.3


 


February 13, 2009


 


[Name
of Executive]


BankGreenville
Financial Corporation


499
Woodruff Road


Greenville,
South Carolina 29607


 


Dear                            ,


 


BankGreenville
Financial Corporation (the “Company”) anticipates entering into a Securities
Purchase Agreement (the “Participation Agreement”) with the United States
Department of Treasury (the “Treasury”) that provides, among other things, for
the purchase by the Treasury of securities issued by the Company. This purchase
is anticipated to occur as part of the Company’s participation in the Treasury’s
Troubled Asset Relief Program - Capital Purchase Program (the “CPP”).


 


As
a condition to the closing of the investment contemplated by the Participation
Agreement, the Company is required to take certain actions with respect to
compensation arrangements of its senior executive officers. The Company has
determined that you are or may be a senior executive officer for purposes of
the CPP. To comply with the requirements of the CPP, and in consideration of
the benefits that you will receive as a result of the Company’s participation
in the CPP and for other good and valuable consideration, the sufficiency of
which you hereby acknowledge, you agree as follows:


 


(1)           No Golden Parachute Payments. You will not be
entitled to receive from the Company any golden parachute payment (as defined
below) during any period in which the Treasury holds an equity or debt position
acquired from the Company in the CPP (the “CPP Covered Period”) (or during the year
following any acquisition of the Company, to the extent required by the CPP
Limitations (as defined below)).


 


(2)           Recovery of Bonus and Incentive Compensation.
You will be required to and shall return to the Company any bonus or incentive
compensation to which you receive a legally binding right to payment during the
CPP Covered Period (whether or not paid during the CPP Covered Period) if such
bonus or incentive compensation is paid to you by the Company 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 your Employment Agreement (all such plans,
arrangements and agreements, the “Benefit Plans”) are hereby amended to the
extent necessary to give effect to provisions (1) and (2) of this
letter.


 


The
Company is also required as a condition to participation in the CPP to review
the Benefit Plans to ensure that the Benefit Plans do not encourage its senior
executive officers to take unnecessary and excessive risks that threaten the
value of the Company. To the extent that the Company determines that the
Benefit Plans must be revised as a result of such review, or determines that
the Benefit Plans


 

















 


must
otherwise be revised to comply with Section 111(b) of the EESA (as
defined below) as implemented by any guidance or regulation thereunder that has
been issued and is in effect as of the closing date of the Company’s issuance
of preferred stock and warrants to acquire common stock to the Treasury
pursuant to the CPP (the “CPP Limitations”), you and the Company agree to
negotiate and effect 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 Q&A 2 of the Interim Final Rule issued
by the Treasury at 31 CFR Part 30, effective on October 20, 2008, as
amended and clarified on January 16, 2009 (the “Interim Final Rule”).


 


·                  “Golden parachute payment” shall have the
meaning set forth in Q&A 9 of the Interim Final Rule.


 


·                  The term “Company” includes any entities
treated as a single employer with the Company under Q&A 1 and Q&A 11 of
the Interim Final Rule.


 


·                  This letter is intended to, and shall be
interpreted, administered and construed to comply with Section 111 of the
Emergency Economic Stabilization Act of 2008 (the “EESA”) and the regulations
and guidance promulgated thereunder (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 South Carolina. 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.


 


(6)                                  If the Treasury does not purchase the
securities contemplated by the Participation Agreement, then this letter shall
be of no force or effect. In addition, upon such time as the Treasury no longer
holds securities or debt of the Company acquired under the CPP, this letter shall
be of no further force or effect, except to the extent required by the CPP
Limitations. If you cease to be a senior executive officer of the Company for
purposes of the CPP, you shall be released from the restrictions and
obligations set forth in this letter to the extent permissible under the CPP.
If it is determined that you are not a senior executive officer of the Company
as of the date hereof, this letter shall be of no force or effect.


 


The
Company appreciates the concessions you are making and looks forward to your
continued leadership during these financially turbulent times.


 


[Signature page follows]


 

















 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  BANKGREENVILLE
  FINANCIAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Russel
  T. Williams

  
	
   

  	
  Title:

  	
  President
  and Chief Executive Officer

  
				



 


 


Intending
to be legally bound, I agree with and accept the  foregoing terms on the date set forth below.


 


	
  By:

  	
   

  	
   

  
	
   

  
	
  Name:
  [Name of Executive]

  
	
  Title:

  
	
  Date:
   February 13, 2009