Exhibit 10.3


 


[Date]


 


[Name
of Executive]


Congaree
Bancshares, Inc.


1201
Knox Abbott Drive


Cayce,
South Carolina 29033


 


Dear
[Executive],


 


Congaree Bancshares, Inc.
(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 paid to you by the Company during the CPP Covered Period if such
bonus or incentive compensation is paid to you 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, salary continuation, 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 (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,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CONGAREE
  BANCSHARES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  F.
  Harvin Ray, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Intending
  to be legally bound, I agree with and accept the

  	
   

  	
   

  
	
  foregoing
  terms on the date set forth below.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
  Date: