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EXECUTIVE COMPENSATION MODIFICATION AGREEMENT
This Executive Compensation Modification Agreement (the
“Modification Agreement”) by and between Crescent
Financial Corporation, a North Carolina corporation (including its
direct and indirect subsidiaries, the “Employer”) and
Michael G. Carlton, a resident of the State of North Carolina (the
“Executive”) is entered into on this 1st day of
January, 2009.
WITNESSETH
WHEREAS, the Executive is employed as a “senior executive
officer” of Employer as such term is defined in section
111(b)(3) of the Emergency Economic Stabilization Act of 2008
(“EESA”); and
WHEREAS, the Executive may be eligible to receive from Employer,
from time to time, cash and non-cash consideration, bonuses and
other compensation (“Compensation”) pursuant to an
employment agreement, salary continuation plan or agreement,
incentive plan or agreement, severance plan or agreement,
change-in-control agreement, stock option plan or grant agreement,
restricted stock plan or grant agreement, equity compensation plan
or agreement, phantom stock plan or award, split dollar agreement,
supplemental retirement plan and/or any other agreement or plan,
whether or not written, provided by Employer and intended to
compensate Executive for services rendered as a senior executive
officer of Employer (such agreements, plans and arrangements
referred to collectively herein as the “Executive
Compensation Agreements”); and
WHEREAS, the parties desire to amend each of the Executive
Compensation Agreements to insert a “savings clause”
with regard to the limitations on payments of certain benefits and
to provide, in certain instances, for the forfeiture or recovery of
certain payments or awards by the Employer while the Employer has
outstanding certain equity or debt securities (including warrants
to purchase such securities) owned by the United States Department
of the Treasury pursuant to the EESA and acquired pursuant to that
certain Letter Agreement (including the Schedules thereto) and
Securities Purchase Agreement – Standard Terms (including the
Annexes thereto) (together, the “Purchase Agreement”),
between the Employer and the United States Department of the
Treasury; and
WHEREAS, the execution of this Modification Agreement to cause the
Executive Compensation Agreements to be in compliance with the
provisions of EESA and to memorialize that Exec
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