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Exhibit
10.16
CRESCENT STATE
BANK
DIRECTORS’
COMPENSATION PLAN
By a vote of the Board of
Directors of Crescent State Bank, (hereinafter referred to as the
“Bank”) on the 22 nd day of February, 2005,
the Bank has established the Crescent State Bank Directors’
Compensation Plan ( hereinafter referred to as the
“Plan”) to allow eligible directors the opportunity to
participate in the Plan.
| I. |
ELIGIBILITY AND PARTICIPATION |
Those individuals who are
members of the Board of Directors of the Bank shall be eligible to
become a participant in this Plan. A member of the Board of
Directors who chooses to participate in the Plan (hereinafter
referred to as the “Participant”) shall complete and
file a written statement with the Bank notifying the Bank of his or
her election to participate in the Plan (the “Election
Form”). A copy of the Election Form is attached hereto and
marked as Exhibit A . If a Participant later chooses to
discontinue participation in the Plan, the Participant shall notify
the Bank in writing.
The amounts contributed to
this Plan shall be any and all fees paid to the Participant for the
Participant’s services as a director of the Bank, including
but not limited to annual fees, meeting fees, and committee fees,
plus a bonus equal to twenty-five percent (25%) of such fees
(collectively, the “Fees”). Fees contributed to this
Plan shall be transferred to an account in the name of the
Participant (the “Compensation Account”) subject to the
requirement of Section IV hereof.
| III. |
PURCHASING AGENT AND PARTICIPANT’S COMPENSATION
ACCOUNT |
Concurrent with adoption of
this Plan, the Bank will appoint a third party to act as a
purchasing agent (hereinafter referred to as the “Purchasing
Agent”), enter into an Agency Agreement with the Purchasing
Agent and, pursuant to the Agency Agreement and this Plan, the Bank
shall transfer Participants’ Fees (collectively, the
“Contributions”) to the Purchasing Agent. With the
Contributions, the Purchasing Agent shall purchase shares of common
stock of Crescent Financial Corporation (the “Common
Stock”) during the sixty days following the receipt of the
Contributions. Such purchases shall be made on the open market or
in privately negotiated transactions. The Bank shall transfer to
the Purchasing Agent the Contributions as of the day of the month
or quarter on which such Contributions would otherwise have been
paid to the Participants in the absence of the Plan.
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B. |
Purchase of Common Stock : |
The purchase price per share
of Common Stock purchased either on the open market or in privately
negotiated transactions will be the weighted average of the total
price paid by the Purchasing Agent for all shares that were
purchased by the Purchasing Agent in respect of a particular
calendar quarter (the “Market Price
Average”).
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C. |
Participants’ Compensation Accounts : |
The Purchasing Agent shall
establish and maintain a Compensation Account on behalf of each
Participant. A Participant’s Compensation Account shall be
credited with (i) the Participant’s Fees not already
invested in Common Stock, and (ii) shares of Common Stock and
any fraction thereof, which shall equal the proportionate share of
the Participant’s Fees in the total purchase price of the
Common Stock in respect of a particular quarter divided by the
Market Price Average for that quarter. Each Compensation Account of
a Participant shall be maintained by the Purchasing Agent until the
assets held therein have been distributed to or on behalf of such
Participant or to the beneficiary(ies) of the Participant. The
value of the assets held in each Compensation Account shall be
calculated at least monthly by the Purchasing Agent and reported to
each Participant.
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(i) |
Dividends : Any cash dividends paid on the Common Stock,
shall be added to the Compensation Account of each Participant and
shall be utilized in the same manner as Fees to purchase shares of
Common Stock. Any stock dividends paid on the Common Stock shall be
credited to the Compensation Account of each
Participant. |
| IV. |
ASSET DISTRIBUTION OF PARTICIPANT’S COMPENSATION
ACCOUNTS |
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A. |
Asset Distribution of Participant’s Compensation
Account : |
Distribution of assets held
in each Participant’s Compensation Account shall be in the
form of Common Stock and cash for any fractional shares held
thereof. Any Fees held in the Compensation Account not invested in
Common Stock shall be distributed to the Participant in the form of
Cash. A Participant shall notify the Purchasing Agent by any
reasonable means when the Participant wishes to have a part or all
of the assets of the Participant’s Compensation Account
distributed to the Participant. Notwithstanding the foregoing,
distribution of the assets held in a Participant’s
Compensation Account shall commence or occur not later than the
first day of the calendar month following the end of a
Participant’s term of office due to resignation, removal,
failure to be re-elected or retirement.
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(i) |
Retirement : Retirement age for directors |
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