CHANGE OF CONTROL EMPLOYMENT AGREEMENT
AGREEMENT by and between Crescent Banking Company (the “Company”) and J. Donald Boggus, Jr. (“Executive”),
dated as of the 20th day of February, 2003.
The Board of Directors of the Company (the “Board”), has determined that it is in the best interests of the Company and its
shareholders to assure that the Company will have the continued dedication of Executive, notwithstanding the possibility,
threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish
the inevitable distraction of Executive by virtue of the personal uncertainties and risks created by a pending or threatened
Change of Control and to encourage Executive’s full attention and dedication to the Company currently and in the event of any
threatened or pending Change of Control, and to provide Executive with compensation and benefits arrangements upon a
Change of Control which ensure that the compensation and benefits expectations of Executive will be satisfied and which are
competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caused the
Company to enter into this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Certain Definitions .
(a) The “Effective Date” shall mean the first date during the Change of Control Period (as defined in Section l(b)) on
which a Change of Control (as defined in Section 2) occurs. Anything in this Agreement to the contrary notwithstanding, if a
Change of Control occurs during the Change of Control Period and if Executive’s employment with the Company has been
terminated either by the Company without Cause or by Executive for Good Reason (as such terms are defined in Section 5)
within six months prior to the date on which the Change of Control occurs, and unless it is reasonably demonstrated by the
Company that such termination of employment (i) was not at the request of a third party