EXHIBIT 10.4
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated this 15 day of June,
1999, between Mortgage Investment Corporation ("MIC"), a Virginia corporation
and direct wholly-owned subsidiary of Access National Bank, a national banking
association ("Access") (collectively with MIC, the "Employer") and ▇▇▇▇▇▇▇
▇▇▇▇▇▇ (the "Executive").
WITNESSETH
WHEREAS, the Executive has heretofore been employed, and currently is
rendering services to MIC, as President;
WHEREAS, MIC has as of this date become a subsidiary of Access pursuant to
the Agreement and Plan of Reorganization, dated as of ________, 1999, which
agreement contemplates that, among other things, the Executive will enter into
this Employment Agreement as a condition to the closing of the transaction;
WHEREAS, the Employer considers the continued availability of the
Executive's services to be important to the management and conduct of the
Employer's business and desires to secure for themselves the continued
availability of the Executive's services; and
WHEREAS, the Executive is willing to make his services available to the
Employer and Access on the terms and subject to the conditions set forth herein.
NOW THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the parties hereby agree as follows:
1. EMPLOYMENT. The Executive shall be employed as President of MIC and Senior
Vice President of Access. The Executive shall have such duties and
responsibilities as are commensurate with such positions and shall also render
such other services and duties as may be reasonably assigned to him from time to
time by the Employer, consistent with his positions, including but not limited
to (A) establishment and implementation of an effective quality control program;
(B) establishment and implementation of an effective bank/mortgage division
referral program in concert with the Access Executive Vice President in charge
of lending; (C) the Executive launching and maintaining of the Access Mortgage
website for soliciting/producing mortgage loans. The Executive hereby accepts
and agrees to such employment.
2. TERM OF EMPLOYMENT. The term of employment shall begin on the effective
date of merger (the "Commencement Date") and continue for three years; provided,
however, that the
term shall be extended automatically for an additional period of two years at
the end of the initial three years and all subsequent two-year terms, unless
either the Executive or the Employer gives written notice to the other at lest
120 days prior to the end of any such term of such party's election not to
extend the term of this Agreement. The last day of the last term or extended the
term of this Agreement is referred to herein as the "Expiration Date."
3. COMPENSATION AND BENEFITS.
(a) Base Salary. For all services rendered by the Executive under this
Agreement, the Employer shall pay the Executive an annual base salary of $90,000
(the "Base Salary"), which shall be increased by seven percent (7%) each year if
annual performance goals are reached. The Executive's salary shall be payable in
accordance with payroll practices of Employer applicable to officers of the
company and will be payable at an annual rate of $150,000 with $60,000 treated
as an advance against commissions.
(b) Commissions. Employer shall pay commissions to Executive in the amount
equal to fifty percent (50%) of gross commissions as defined by company policy,
on loans originated by Executive. The commissions shall be paid monthly as
described in (a) above, up to a total of $60,000 per year, with any paid but
unearned bonus netted against the cash bonus described in (c) below annually
beginning with one year after the commence date.
(c) Annual Cash Bonus. As additional compensation, the Employer shall pay
to the Executive an annual cash bonus equal to 20% of the pretax, prebonus,
precommission net income of MIC which exceeds $445,000 but is less than
$1,000,000, plus 25% of the amount by which the pretax, prebonus net income of
MIC exceeds $1,000,000. The bonus shall be paid annually beginning one year
after the commencement date. The bonus payment requires a minimum personal
production by Executive equal to the lower of $1,000,000 in loan originations or
$10,000 in average loan origination fees per month (determined at the end of
each annual term).
(d) Benefits and Vacation. During the term of the Agreement, Executive
shall be entitled to participate in and receive the benefits of certain pension
or other retirement benefit plan, profit sharing, stock option, or other plans,
benefits, sick leave, and privileges given to executives of Employer or Access,
to the extent commensurate with his then duties and responsibilities as fixed by
the Board of Directors of MIC or Access CEO including, but not limited to,
family paid health insurance (including dental), existing disability, and $1
million term life. The Employer agrees to give effect to years of service with
MIC for purposes of eligibility to participate, eligibility for benefits, and
vesting in the Access pension, health and welfare benefit and similar plans. The
Executive shall also be entitled to four (4) weeks of vacation per year.
(e) Business Expenses. The Employer shall reimburse Executive or otherwise
provide for or pay for all reasonable expenses incurred by Executive in
furtherance of, or in connection with the business of the Employer, including,
but not by way of limitation, travel expenses, car allowance of $600 per month,
and memberships in professional organizations, subject to such reasonable
documentation and other limitations as may be established by the Board of
Directors of the Employer.
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4. TERMINATION AND TERMINATION BENEFITS.
(a) Termination for Cause. The Executive's employment may be terminated for
Cause at any time without further liability on the part of the Employer. Only
the following shall constitute "Cause" for such termination:
(i) gross incompentence, gross negligence, willful misconduct in office
or breach of material fiduciary duty owed to the Employer;
(ii) conviction of a felony, a crime of moral turpitude or commission of
an act of embezzlement or fraud against the Employer or any subsidiary or
affiliate thereof;
(iii) failure to cure a material breach by the Executive of a material
term of this Agreement after sixty (60) days written notice of the breach; or
(iv) deliberate dishonesty of the Executive with respect to the Employer
or any subsidiary or affiliate thereof.
(b) Termination as a Consequence of Death or Disability. If the Executive
dies or becomes disabled while employed by Employer, Executive and/or his estate
shall be entitled to the following:
(i) Employer shall pay Executive or his estate commission and bonus
payments accrued by Executive prior to his death or disability, regardless of
their closing date, together with information indicating the manner and basis
upon which such commissions and bonuses were calculated; and
(ii) Employer shall pay Executive or his estate any bonuses that would
have been paid to Executive for a period of six (6) months following his death
or disability, together with information indicating the manner and basis upon
which such bonuses were calculated
For purposes of this Section 4, Executive is "disabled" if he is unable to
perform substantially all of his duties and responsibilities hereunder, which
disability lasts for an uninterrupted period of at least 180 days or a total of
at least 240 days in any calendar year (as determined by the opinion of an
independent physician mutually agreed upon by the employee and Board of
Directors of Access).
(c) Termination by the Executive. The Executive may terminate his
employment hereunder with or without Good Reason (as defined below) by written
notice to the Board of Directors of the Employer effective thirty (30) days
after receipt of such notice by the Board of Directors. In the event the
Executive terminates his employment hereunder for Good Reason, the Executive
shall be entitled to the benefits specified in Section 4(d) and the Executive
shall not be required to render any further services to the Employer. Upon
termination of employment by the
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Executive without Good Reason, the Executive shall be entitled to no further
compensation or benefits under this Agreement. "Good Reason" includes:
(i) the failure by the Employer to comply with the provisions of Section
3 or material breach by the Employer of any other provision of this
Agreement, which failure or breach shall continue for more than sixty (60)
days after the date on which the Board of Directors of the Employer receives
a written notice;
(ii) the assignment of the Executive without his consent to a position,
responsibilities, or duties of a materially lesser status or degree of
responsibility than his position, responsibilities, or duties at the
Commencement Date;
(iii) the requirement by the Employer that the Executive be based at any
office location that is greater than thirty (15) miles from Executive's
current office location;
(iv) actions on the part of the Employer that are designed to or have
the effect of making it impossible for Executive to materially impair
Executive's ability to perform his duties and responsibilities hereunder;
(v) any transaction or series of related transactions in which the MIC
ceases to be a direct or indirect wholly-owned subsidiary of Access; or
(vi) any Change of Control (as defined in Section 14) of Access.
A transaction described in clause (v) or (vi) above shall only be deemed to be
"Good Reason" if the Executive terminates his employment by written notice to
the Board of Directors of the Employer within 180 days after the occurrence
thereof.
(d) Certain Termination Benefits. In the event of termination by the
Employer without Cause, or by the Executive with Good Reason, the Executive
shall be entitled to the following benefits:
(i) For the period subsequent to the date of termination until the
Expiration Date, Employer shall continue to pay the Executive his Base
Salary in effect on the date of termination, such payments to be made on the
same periodic dates as salary payments would have been made to the Executive
had this employment not been terminated, unless the Employer elects to make
a lump sum severance payment in an equivalent amount within thirty (30) days
of the date of termination; provided, however, that the Employer shall be
required to make a lump sum severance payment in an equivalent amount within
thirty (30) days of the date of termination in the event the Executive
terminates his employment for Good Reason as a result of a Change of
Control.
(ii) To the extent the Executive is eligible for commissions, Employer
shall pay Executive commissions for any loans originated by Executive prior
to the date of
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termination, regardless of their closing date, together with information
indicating the manner and basis upon which such commissions were calculated.
(iii) For the period subsequent to the date of termination until the
Expiration Date, Employer shall pay Executive any bonuses that would have
been paid to Executive from the date of termination to the Expiration Date,
together with information indicating the manner and basis upon which such
bonuses were calculated.
(iv) For the period subsequent to the date of termination until the
Expiration Date, the Executive shall continue to receive medical, life and
liability insurance benefits pursuant to plans made available by the
Employer to its employees at the expense of the Employer to substantially
the same extent the Executive received such benefits on the date of
termination (it being acknowledged that the post-termination plans may be
different from the plans in effect on the date of termination). For purposes
of application of such benefits, the Executive shall be treated as if he had
remained in the employ of the Employer, with an annual Base Salary plus
commission and bonus at the rate in effect on the date of termination.
(v) The Employer's obligation to provide the Executive with medical and
other insurance benefits pursuant to Section 4(d)(iv) hereof shall terminate
with respect to each particular type of insurance in the event the Executive
becomes employed and has made available to him in connection with such
employment that particular type of insurance, so long as such insurance is
substantially similar to the insurance provided by the Employer.
5. POST-TERMINATION AUDIT RIGHTS. Following receipt of any payment to the
Executive or his estate or the related information delivered under Section
4(b)(i), 4(b)(ii), 4(d)(ii) or 4(d)(iii) hereof (each a "Post-Termination
Payment"), the Employer shall provide one or more representatives of the
Executive or his estate (as the case may be, the "Executive Representative")
with an opportunity to audit and review the employer's books and records. The
Executive or his estate (as the case may be) shall then have sixty (60) days to
give notice to the Employer that, based on the review of the Executive
Representative, the Executive or his estate has a disagreement ("Disagreement
Notice") with Employer regarding the amount of any such Post-Termination Payment
and/or the mariner or basis upon which any such Post-Termination Payment was
calculated. The Executive or his estate and the Employer will use reasonable
efforts to resolve between themselves any items of disagreement contained in the
Disagreement Notice. If the Employer and the Executive or his estate do not
finally resolve any of the objections within fifteen (15) days after the
Employer has received the Disagreement Notice, however, the Employer and the
Executive shall use arbitration as described in Section 15 hereof as the method
for resolving the objections. Promptly following the delivery of any such
determination of the Arbitrator, in the event that the Arbitrator determines
that any amount owing to the Executive or his estate under Section 4(b)(i),
4(b)(ii), 4(d)(ii) or 4(d)(iii) hereof exceeds the amount of any
Post-Termination Payment paid to the Executive or his estate, the Employer shall
promptly pay to the Executive or his estate (as the case may be) the amount of
any such difference.
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6. NONCOMPETITION AND CONFIDENTIAL INFORMATION.
(a) Noncompetition. During the initial term and any successive term of
this Agreement and for two years following the termination or cessation of his
employment for any reason other than a termination by Employer without Cause or
a termination by Executive for Good Reason (other than a termination by the
Executive pursuant to Sections 4(c)(v) and (vi) in which case this Section 6(a)
will apply) (the "Restricted Period"), Executive will not, directly or
indirectly, whether as owner, partner, shareholder (except as a passive investor
owning less than 5% of any class of voting securities of any entity),
consultant, agency, executive, co-venturer or otherwise, or through any Person
compete with Employer's business (as defined below) in any location within a
twenty-five (25) mile radius of an office in which the Employer is conducting
business at the time of the termination or cessation. In addition, during the
Restricted Period, Executive will not (i) hire or attempt to hire any officer or
employee of Employer or encourage any such officer or employee to terminate his
or her relationship with Employer, (ii) solicit or encourage any customer of
Employer to terminate its relationship with Employer, omit (iii), (iv)
organize a business that will engage in any business activity of the
employer's business. For purposes of this Employment Agreement, the Employer's
business shall be defined to include retail mortgage originations or the
management of a retail mortgage origination operation. OMIT END OF SENTENCE.
(b) Confidential Information. Executive acknowledges and agrees that all
Confidential Information (as defined below) and all physical manifestations
thereof, are confidential to and shall be and remain the sole and exclusive
property of Employer. Upon request by Employer, and in any event upon
termination of Executive's employment with Employer for any reason, Executive
shall promptly deliver to Employer all property belonging to Employer including,
without limitation, all Confidential Information (and all manifestations thereof
then in his custody, control or possession). Executive agrees that during the
term of this contract with Employer and for a period of two years following the
termination of such employment, Executive shall not disclose or make available,
directly or indirectly, any Confidential Information to any Person, except in
the proper performance of his duties and responsibilities hereunder, with the
prior written consent of the Board of Directors of Employer, or as required by
law.
(c) Definition of Confidential Information. For purposes of this
Agreement, "Confidential Information" shall mean any and all data and
information relating to the business of Employer and its affiliated companies,
which (i) is disclosed to Executive during the course of his employment with
Employer, and (ii) has value to Employer and is not generally known by its
competitors. Confidential Information shall not include any data or information
that (i) has been voluntarily disclosed to the public by Employer or has become
generally known to the public (except where such public disclosure has been made
by or through Executive or by a third person or entity with the knowledge of
Executive in violation of this Agreement), (ii) has been independently developed
and disclosed by parties other than Executive or Employer to Executive or the
public generally without breach of any obligation of confidentiality by any such
person running directly or indirectly to Employer, or (iii) otherwise enters the
public domain through lawful means. Confidential information may include, but is
not limited to information relating to the financial affairs, customers,
products, processes, services, executives, Executive
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compensation, and marketing of Employer and its affiliated companies, or public
information that has been assembled and analyzed by Employer or its affiliated
companies so as to make its use unique and beneficial to Employer or its
affiliated companies and not available to the public in the manner, format or
methods developed by Employer or its affiliated companies.
(d) Specific Performance. The Executive recognizes and agrees that the
violation of Section 6(a) or Section 6(b) (collectively, the "Restrictive
Covenants") may not be reasonably or adequately compensated in damages and that,
the employer may be entitled to additional remedies as provided for under
applicable law.
(e) Definition of "Person". For all purposes of this Section 6, the term
"Person" shall mean an individual, a corporation, a limited liability company,
an association, a partnership, an estate, a trust and any other entity or
organization.
7. WITHHOLDING. All payments required to be made by the Employer hereunder
to the Executive shall be subject to the withholding of such amounts, if any,
relating to tax and other payroll deductions as the Employer may reasonably
determine should be withheld pursuant to any applicable law or regulation.
8. CERTAIN DAMAGES. If Executive terminates his employment under this
Agreement without Good Reason (as defined in Section 4(c)) or if the Employer
terminates such employment with Cause (as defined in Section 4(a)), then
notwithstanding anything to the contrary in this or any other agreement between
the parties; (i) Executive shall forfeit all rights to any benefits under this
Agreement except as required by law to be granted to such a former employee;
(ii) Executive shall continue to abide by the provisions of Section 6; and (iii)
Executive shall pay within fifteen (15) days of such termination the Damage
Amount. For purposes of this Agreement, the parties agree Executive's continued
employment under the terms of this Agreement is essential to the Employer, and
the damages from his termination as described in this Section 8 would be
difficult to quantify. The parties agree, therefore, that the Damage Amount
shall equal $500,000 during the first year, $420,000 during the second year, and
$330,000 during the third year. No Damage Amount will be payable after the third
anniversary date of this Employment Agreement. Either party may elect to pay the
Damage Amount through offset, in the case of the Employer, or through
cancellation, in the case of Executive, of any note payable to the Executive
from the Employer. If such note does not bear interest, the present value of
such effect or cancellation shall be determined using a 5.00% discount factor.
The parties agree that this amount to be paid will be the entire damage for such
termination, although it will not affect the Employer's other rights against the
Executive for, among other things, breaches of Section G. The parties agree that
the provisions of this Section 8 are not a penalty but are a good faith attempt
to ascertain the amount of damage here described.
9. ASSIGNABILITY. Subject to Section 4(c) hereof, the Employer may assign
this Agreement and its rights and obligations hereunder in whole, but not in
part, to any corporation, company or other entity with or into which the
Employer may hereafter merge or consolidate or to which the employer may
transfer all or substantially all of its assets, if in any such case said
corporation, company or other entity shall by operation of law or expressly in
writing assume all obligations of the Employer hereunder as fully as if it had
been originally made a party hereto, but
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may not otherwise assign this Agreement or their rights and obligations
hereunder. The Executive may not assign or transfer this Agreement or any rights
or obligations hereunder.
10. NOTICE. For the purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when sent via regular mail or certified mail,
facsimile, or overnight delivery addressed to the respective addresses set forth
below:
To the Employer:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Spokesperson
Access National ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Copy to:
▇▇▇▇▇ ▇. ▇▇▇▇, III, Esquire
▇▇▇▇ & Valentine, L.L.P.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
To the Executive:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Mortgage Investment Corporation
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
11. AMENDMENTS; WAIVER. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by the Executive and such officer or officers as may be
specifically designated by the Board of Directors of the Employer to sign on
their behalf. No waiver by any party hereto at any time of any breach by any
party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.
12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia.
13. NATURE OF OBLIGATIONS. Nothing contained herein shall create or require
the Employer to create a trust of any kind to fund any benefits which may be
payable hereunder, and
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to the extent that the Executive acquires a right to receive benefits from the
Employer hereunder, such right shall be no greater than the right of any
unsecured general creditor of the Employer.
14. CHANGE IN CONTROL. For all purposes of this Agreement, a "Change of
Control" shall mean:
(a) The acquisition by an individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) (a "Person"), of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the then
outstanding shares of common stock of Access (the "Outstanding Access Common
Stock"); provided, however, that the following acquisitions shall not constitute
a Change of Control; (i) any acquisition directly from Access (excluding an
acquisition by virtue of the exercise of a conversion privilege), (ii) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by Access, or (iii) any acquisition by any corporation pursuant to a
transaction described in subsection (c) of this Section 14 if, upon
consummation of the transaction, all of the conditions described in subsection
(c) are satisfied;
(b) Individuals who, as of the date hereof, constitute the Board of (the
"Incumbent Board") cease for any reason to constitute a majority of such Board;
provided, however, that any individual becoming a director subsequent to the
date hereof whose election, or nomination for election by Access's shareholders,
was approved by a vote of at least two-thirds of the directors then comprising
the Incumbent Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding for this purpose any such individual whose
initial assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or
(c) Approval by the shareholders of Access of either (1) a reorganization,
merger, share exchange or consolidation of Access by, with or into any other
corporation or (2) the sale or disposition of all or substantially all of the
assets of Access (any of the foregoing transactions, a "Reorganization");
provided, however, that approval by the shareholders of a Reorganization shall
not constitute a Change in Control if, upon consummation of the Reorganization,
each of the following conditions is satisfied:
(i) more than 60% of the then outstanding shares of common stock of the
corporation resulting from the Reorganization (including the transferee in
the case of a sale or disposition of assets) is then beneficially owned,
directly or indirectly, by all or substantially all of the individuals and
entities who were beneficial owners of the Outstanding Access Common Stock
immediately prior to the Reorganization in substantially the same
proportions as their ownership, immediately prior to such transaction, of
the Access Company Common Stock;
(ii) no Person (excluding any employee benefit plan (or related trust)
of Access) beneficially owns, directly or indirectly, 20% or more of either
(1) the then
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outstanding shares of common stock of the corporation resulting from the
Reorganization (including the transferee in the case of a sale or
disposition of assets), or (2) the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally
in the election of directors; and
(iii) at least a majority of the members of the board of directors of
the corporation resulting from the Reorganization (including the transferee
in the case of a sale or disposition of assets) were members of the
Incumbent Board at the time of the execution of the initial agreement
providing for the Reorganization.
15. ARBITRATION. If any dispute between Employer and Executive shall arise
under this agreement, the Executive or his estate will select, within 5 days, a
nationally or regionally recognized independent accounting firm mutually
acceptable to each party (the agreement to the selection of which shall not be
unreasonably withheld) to resolve any such differences (the "Arbitrator"). The
Arbitrator shall settle any remaining disputed items by selecting the position
of the party that the Arbitrator determines, in its sole discretion, to be the
most correct, and the fees and expenses of such Arbitrator shall be borne by the
party whose position was not selected by the Arbitrator. The determination of
the Arbitrator shall be set forth in writing, delivered to each of the Employer
and the Executive or his estate and shall be final and binding on the parties
hereto.
16. NO MITIGATION. The Executive shall not be required to mitigate the
amount of any benefits hereunder by seeing other employment or otherwise, nor
shall the amount of any such benefits be reduced by any compensation earned by
the Executive as a result of employment by another employer after the Date of
Termination or otherwise.
17. HEADINGS. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
18. VALIDITY. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full force and effect.
19. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been executed as of the date first
above written.
MORTGAGE INVESTMENT CORPORATION, INC.
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By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
ACCESS NATIONAL BANK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
EXECUTIVE
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
622536v4
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Agreed by: Compensation Summary - ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Current Proposed
Positions President (b) MIC - President
CEO ANB - SVP
Base Rate $150,000 (c) $90,000
Draw Rate $150,000 $150,000 - recoverable draw
Warrant n/a Open $20,163 Yr3 $23,525
Values Yr 1 $20,163 Yr4 $10,082
Yr 2 $23,525 Yr5 $6,721
Future option pool participation as
may be estab.
Contract
Term n/a 3 yrs
Commission $31,229 50% up to recoverable draw
Annual $98,688 20% of pre-tax, pre-bonus/commission Note (a)
Cash Net Income over $445M to $1,000M
Bonus 25% of pre-tax, pre-bonus/commission
Net Income over $1,000M
Health Insurance Family Paid Family Paid
Disability Coverage Yes Same
Life Insurance $2MM funds 1 Million Term Life
buy/sell
Transportation Co vehicle $600/mo allowance
Vacation no firm plan 4 weeks
(a) Bonus payment requires minimum personal production equal to lower of $1MM/month or $10M fees.
(b) Responsibilities specifically to include:
1) Establish and implement an effective quality contract program with review and support of ANB CEC
2) Establish & maintain an effective bank/mortgage referral program(s) w/EVP - Lending
3) Launch & maintain the Access NB Web Site for solictations processing of mortgages
(c) Minimum salary increase of 7% if goals are reached as established.
