EXHIBIT 10.16
COMPENSATION AGREEMENT
THIS COMPENSATION Agreement (this "Agreement") is made and entered into
this 30th day of April 1998 by and between Crescent Bank and Trust Company, a
Georgia bank (hereinafter, the "Bank"), and Xxxxxxx X. Xxxxx (hereinafter,
"Xxxxx").
BACKGROUND
Crescent Banking Company, a Georgia corporation ("Crescent"), has two
wholly owned subsidiaries: (i) Crescent Bank and Trust Company, a Georgia bank
(the "Bank"), and Crescent Mortgage Serving, Inc., a Georgia corporation
("CMS").
Xxxxx is currently serving as Senior Vice President of the Bank of CMS.
The purpose of this document is to formalize the compensation and bonus
calculation formula for Xxxxx in all such capacities.
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Base salary. Xxxxx shall be entitled to receive an annual base
-----------
salary ("Base Salary"), which shall be paid in accordance with the Company's
normal payroll policies. For 1998, the Base Salary is $141,250. The Base Salary
shall be reviewed annually.
2. Bonus. Xxxxx'x annual bonus shall be determined in accordance with
-----
the following formula:
With respect to the first $1 million of the Value Added of the CMD (as
defined below) for the year in question, the Board of Directors may xxxxx Xxxxx
a discretionary cash bonus of up to 20% of his Base Salary.
Xxxxx shall be entitled to an additional cash bonus for such year equal
to 5% of the amount, if any, of the Value Added of the CMD between $1 million
and $2 million.
Xxxxx shall be entitled to an additional bonus for such year equal to
7.5% of the amount, if any, of the Value Added of the CMD between $2 million and
$3 million. Such bonus shall be paid 50% in cash and 50% in the form of
restricted stock pursuant to the Company's Restricted Stock Plan for Xxxxxxx X.
Xxxxx (the "Plan").
Xxxxx shall be entitled to an additional bonus for such year equal to
10% of the amount, if any, of the Value Added of the CMD above $3 million. Such
bonus shall be paid 50% in cash and 50% in the form of restricted stock pursuant
to the Plan.
For purposes of the bonus formula, the following terms have the
following meanings:
"Value Added of the CMD" for each year shall be the sum of (i) the
Contribution of the CMD (as defined below) for such year, and (ii) the Change in
Portfolio Value (as defined below) for such year.
"Contributions of the CMD" shall consist of the combined net income (or
net loss) of both the CMD and CMS, before provision for Federal income tax (or
credit), calculated in accordance with the accounting principles and practices
utilized by the Bank in the preparation of its regular financial statements,
except that the following income and expense items will be included/excluded in
the CMD's pre-tax contribution.
Net interest income - CMD will receive all interest income from
-------------------
mortgages held for sale by the Bank, and will pay the Bank, at the
Bank's prime rate, for the use of its liquid funds.
Non-interest income - CMD will receive all non-interest income
-------------------
generated from the Bank's mortgage operation such as underwriting, rush
and refinance fees, servicing fees, and servicing ancillary income.
Non-interest expense - CMD will be charged with all direct operating
--------------------
expenses resulting from the Bank's mortgage operation plus pay the Bank
for the services provided by the Bank's financial/accounting
department. Legal expenses resulting from the Bank's mortgage
operation, as well as mortgage errors and omissions insurance, are
classified as direct expenses of CMD. Indirect expenses allocated via
the Bank's profit center accounting procedures would not be included.
Example of these charges include the allocation of legal, outside
accounting, director and committee fees, FDIC assessment, and blanket
bond and commercial insurance costs.
"Change in Portfolio Value" shall be the amount of increase or decrease
in the Net Appraised Value of the Mortgage Servicing Portfolio from the end of
the preceding year (subject to the vesting provision set forth below). For this
purpose:
"Mortgage Servicing Portfolio" shall mean the mortgage servicing rights
owned by the Bank, or a subsidiary of the Bank, or CMS or another subsidiary of
Crescent Banking Company; and
"Net Appraised Value" shall mean the independently appraised value of
the Mortgage Servicing Portfolio, minus the capitalized cost of acquisition (or
capitalized value under generally accepted accounting principles, whichever is
reflected on the Bank's financial statements) of such Portfolio; provided,
however, that for the calculation of the Change in Portfolio Value for the year
in which Xxxxx'x employment by the Bank
terminates (and for that year only) there shall be an additional deduction of an
amount determined by multiplying the total principal amount of the Mortgage
Servicing Portfolio, as of the date of such termination, by the percentage rate
that results from dividing (i) the aggregate direct expenses, including
commission, paid in connection with all the sales of portions of the Mortgage
Servicing Portfolio during Xxxxx'x period of employment, by (ii) the aggregate
amount of such sales.
(i) Amendments and Modifications. This Agreement may be
----------------------------
amended or modified only by a writing signed by both parties hereto, which makes
specific reference to this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Compensation Agreement as of the date first above written.
CRESCENT BANK AND TRUST COMPANY
By: /s/
---------------------------------
Title:
------------------------------
XXXXX:
/s/
------------------------------------
Xxxxxxx X. Xxxxx
