ex10-3.htm


    Exhibit
10.3

    


    FIRST
BANCORP

    


    


    [Date]

    


    [Name of
officer]

    [Address]

    


    Dear
[Officer]:

    


    First
Bancorp, a North Carolina corporation (together with its subsidiaries, the
“Company”), has
determined to apply to participate in the Capital Purchase Program (the “Program”) established
by the U.S. Department of the Treasury (the “Treasury”) pursuant
to the Emergency Economic Stabilization Act of 2008 (the “Act”).   As
a condition to the Company participating in the Program, the Company is
required, among other things, to agree to adhere to certain provisions regarding
executive compensation paid by the Company to certain of its executive officers,
which may include you.  The purpose of this letter agreement is to
confirm your agreement to consent to and accept these provisions to the extent
applicable to you.

    


    By
executing this letter, and in consideration of the benefits you will receive as
a result of the Company’s participation in the Program, you hereby agree that to
the extent necessary for the Company to comply fully with the provisions of
Section 111(b) of the Act and the rules and regulations promulgated
thereunder:

    


    
      	
               
      

            	
              1.

            	
              You
      hereby agree to return to the Company, promptly upon demand, any bonus or
      incentive compensation paid to you based on statements of earnings, gains
      or other criteria that are later proven to be materially inaccurate, as
      required by Section 111(b)(2)(B) of the Act and the rules and
      regulations adopted thereunder.   Without in any way
      limiting the generality of the immediately preceding sentence, you
      acknowledge that the provisions of Section 111(b)(2)(B) of the Act apply
      to any bonus or incentive compensation paid by the Company to you while
      you are a “senior executive officer” (as defined by Section 111(b) of the
      Act and the rules and regulations promulgated thereunder) (a “Senior
      Officer”) during the period that the Treasury holds an equity or
      debt position in the Company acquired under the Program (the “Investment
      Period”).  You acknowledge and agree that your obligation
      hereunder to return any bonus or incentive compensation shall be
      interpreted in accordance with the provisions of Section 111(b)(2)(B) of
      the Act and the rules and regulations promulgated
    thereunder.

            


    

    


    
      	
               
      

            	
              2.

            	
              You
      hereby renounce and forever waive any right you may have under any
      agreement with the Company or otherwise to receive any “golden parachute
      payment” from the Company, as contemplated by Sections 111(b)(2)(C) and
      302(b) of the Act and the rules and regulations promulgated
      thereunder.  Without in any way limiting the generality of the
      immediately preceding sentence, you acknowledge that a “golden parachute
      payment,” as such term is used in
Sections

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    111(b)(2)(C)
and 302(b) of the Act and the rules and regulations promulgated thereunder,
generally means any payment (a) in the nature of compensation to (or further
benefit of) you during the Investment Period (and if the Company is acquired,
until the first anniversary following the acquisition to the extent required by
the rules and regulations promulgated by the Treasury pursuant to Section 111(b)
of the Act) and while you are a Senior Officer, (b) made on account of an
“applicable severance of employment” with the Company (generally defined under
Section 302(b) of the Act to mean any severance from employment by reason of any
involuntary termination of your employment by the Company or in connection with
any bankruptcy, liquidation or receivership of the Company) and (c) to the
extent that the aggregate present value of all such payments equals or exceeds
an amount equal to three times your “base amount” as determined pursuant to
Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and the rules
and regulations promulgated thereunder.  You acknowledge and agree
that your renunciation and waiver of any “golden parachute payment” hereunder
shall be interpreted in accordance with the provisions of Sections 111(b)(2)(C)
and 302(b) of the Act, Section 280G of the Code and the rules and regulations
promulgated thereunder.

    


    
      	
               
      

            	
              3.

            	
              You
      hereby acknowledge that in accordance with Section 111(b)(2)(A) of the Act
      and the rules and regulations adopted thereunder, the Company’s
      compensation committee (or other committee acting in a similar capacity)
      is required periodically to review the Company’s incentive compensation
      arrangements with its senior risk officers (or other personnel acting in a
      similar capacity) to ensure that these arrangements do not encourage
      Senior Officers to take unnecessary and excessive risks that threaten the
      value of the Company.  Notwithstanding any prior agreement
      between you and the Company, you hereby agree to accept any changes made
      by the Company to its incentive compensation arrangements as a result of
      these periodic reviews.

            


    

    


    You
acknowledge that the Company is relying on your agreements contained herein to
elect to participate in the Program. This letter
agreement expressly amends any inconsistent provisions contained in any
employment or other agreement between you and the Company or in any compensatory
plan or program maintained by the Company.  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 North Carolina.  This letter may be executed
in two or more counterparts, each of which will be deemed an
original.  A signature transmittal by facsimile or other electronic
device will be deemed an original signature.

    


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of page left blank intentionally)

     

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    Please
confirm your agreement to the foregoing by signing a copy of this letter where
indicated below and returning one fully-executed copy of this letter to
us.

    


    
      	 
      	
              Sincerely,

            
	 
      	 
      
	 
      	 
      
	 
      	
              [Chairman
      of Compensation Committee]

            
	 
      	
              Chairman,
      Compensation Committee

            
	 
      	
              First
      Bancorp

            


    

    


    


    Agreed
and Accepted as of

    the date
set forth above:

    


    


    _____________________________

    Name:
[Name of Officer Typed Here]

    


    


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