ex10_2.htm


    
      

    

    
      EXHIBIT
10.2

      


      AMENDMENTS

      TO THE
CARVER BANCOPR, INC.

      PERFORMANCE
COMPENSATION PLAN

      


      
        	
                Section
      6.

              	
                Vesting.

              


      

      


      Subject
to the forfeiture provisions in this Section 6, each Incentive Payment shall, as
long as the Eligible Employee continues to be employed by an Employer, vest 20%
each year on the specified vesting date, until 100% vested on the specified
vesting date of the fifth year following the Plan Year earned.  If the
Eligible Employee’s employment with the Employer terminates, there shall be no
further increase in the Eligible Employee’s vesting percentage and any portion
of the Eligible Employee’s Incentive Payment that are not vested shall be
forfeited upon such termination.  Notwithstanding the foregoing, (a)
the Account Balance shall become fully vested at the effective time of the
consummation of a Change in Control (as defined in the Stock Plan) as long as
the Employee is employed on such effective date and (b) the Account Balance
shall become fully vested if the Eligible Employee’s employment with an Employer
terminates by reason of death or by reason of Disability of the Eligible
Employee.  The Committee may accelerate vesting and payment using a
performance-accelerated vesting schedule, whereby the vesting can be accelerated
in year three or four if the Bank meets or exceeds the performance measure
defined annually in the award agreement

      


      
        	
                Section
      9.

              	
                Miscellaneous.

              


      

      


       

      (J)           Compliance
with the Capital Purchase Program of the Troubled Asset Relief Program
(“TARP”).

       

      (i)         Notwithstanding
the crediting of a Participant’s account pursuant to Section 5 or a payment to a
Participant pursuant to Section 7, during the period that the U.S. Department of
the Treasury (“Treasury”) holds a debt or equity position in the Company in
connection with the TARP Capital Purchase Program, the Company shall be entitled
to recover the  amount of any payout credited to any Participant under
the Plan (and if received by/distributed to a Participant shall be voluntarily
forfeited and returned to the Company) that is reasonably determined at any time
by the Company to have been calculated or based on materially inaccurate
financial statements or any other materially inaccurate performance metric
criteria.

       

      (ii)        No
Participant may receive a payment under the Plan during the period that the
Treasury holds a debt or equity position in the Company pursuant to the TARP
Capital Purchase Program if the receipt of such payment alone or when added to
any other payment or compensation received or to be received by such Participant
from the Company would cause such Participant to receive an “excess parachute
payment” within the meaning of Section 280G of the Internal Revenue Code of
1986, as amended (and specifically giving effect to subsection (e) thereof) of
the Code.  The Company shall retain the final authority to reduce or
eliminate entirely any payouts pursuant to the Plan to give full effect to the
Section 280G limitations set forth in this paragraph, and be it