Exhibit 10.16


 


VIST Financial Corp.


1240 Broadcasting Road


Wyomissing, Pennsylvania  19610


 


December 19, 2008


 


VIA HAND DELIVERY


 


[Name of Senior Executive Officer]


c/o VIST Financial Corp.


1240 Broadcasting Road


Wyomissing, Pennsylvania  19610


 


Dear                   :


 


VIST Financial Corp. (the “Company”)
anticipates entering into a Securities Purchase Agreement (the “Participation Agreement”), with the United
States Department of the Treasury (“Treasury”)
that provides for the Company’s participation in the Treasury’s TARP Capital
Purchase Program (the “CPP”).  If the Company does not participate or ceases
at any time to participate in the CPP, this letter shall be of no further force
and effect.


 


For the Company to participate in the CPP and as a condition to the
closing of the investment contemplated by the Participation Agreement, the
Company is required to establish specified standards for incentive compensation
to its senior executive officers and to make changes to its compensation
arrangements.  To comply with these
requirements, and in consideration of the benefits that you will receive as a
result of the Company’s participation in the CPP, you agree as follows:


 


(1)   No Golden Parachute Payments.  The Company is prohibiting any golden
parachute payment to you during any “CPP Covered Period”.  A “CPP
Covered Period” is any period during which (A) you are a senior
executive officer and (B) Treasury holds an equity or debt position
acquired from the Company in the CPP.


 


(2)   Recovery of Bonus and Incentive Compensation.  Any bonus and incentive compensation paid to
you during a CPP Covered Period is subject to recovery or “clawback” by the
Company if the payments were 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
golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to you is
hereby amended to the extent necessary to give 


 


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effect to provisions (1) and (2).  For reference, certain affected Benefit Plans
are set forth in Appendix A to this letter.


 


In addition, the Company is required to review its Benefit Plans to
ensure that they do not encourage senior executive officers to take unnecessary
and excessive risks that threaten the value of the Company.  To the extent any such review requires revisions
to any Benefit Plan with respect to you, you and the Company agree to negotiate
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 subsection 111(b)(3) of EESA.


 


·      “Golden
parachute payment” is used with same meaning as in Section 111(b)(2)(C) of
EESA.


 


·      The term “Company” includes any entities treated as a single employer
with the Company under 31 C.F.R. § 30.1(b) (as in effect on the Closing
Date).  You are also delivering a waiver
pursuant to the Participation Agreement, and, as between the Company and you,
the term “employer” in that waiver will be deemed
to mean the Company as used in this letter.


 


·      The term “CPP Covered Period” shall be limited by, and interpreted in
a manner consistent with, 31 C.F.R. § 30.11 (as in effect on the Closing Date).


 


·      Provisions (1) and (2) of
this letter are intended to, and will be interpreted, administered and construed
to, comply with Section 111 of EESA (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.  Capitalized terms used but not defined herein
have the meaning ascribed to them in the Participation Agreement.  To the extent not subject to federal law,
this letter will be governed by and construed in accordance with the laws of
the Commonwealth of Pennsylvania.  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.


 


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


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  VIST FINANCIAL CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


Intending to be legally bound, I agree

with and accept the foregoing terms

on the date set forth below.


 


	
   

  	
   

  



 


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Appendix A


 


Certain Affected Benefit Plans


 


·      Employment
or Change in Control Agreement, dated                   


 


·      VIST 1998
Employee Stock Incentive Plan


 


·      VIST 2007
Equity Incentive Plan


 


·      VIST Annual
Incentive Compensation/Bonus Program


 


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