EMPLOYMENT TERM SHEET FOR BRUCE A. ESSELBORN
Title: Chairman and CEO at the C & F Holding Co. and Insurance Company Level
Cash Compensation: $800,000 annual base
$650,000 minimum annual bonus for initial two year period
Term: Two-year evergreen employment agreement containing customary senior
executive perks (i.e. car, club membership, first class travel and
accommodations, etc.) Wording and terms to be mutually agreed. I will provide
the first cut.
Other: SERP (Supplemental Executive Retirement Plan) and post retirement
medical, dental and drug benefits, terms to be mutually agreed upon.
Fairfax Stock: Restricted stock award in the amount of $2,000,000. Basis price
to be average of prior 10 day's closing price. Five year vesting except for 1)
change of control of C & F 2) termination w/o cause 3) death or disability.
Moving: Fairfax to provide interest free loan up to $800,000 (I will bear first
$400,000 of house purchase price) for cost of housing differential. Future ops
on sale of New Jersey house inure to my benefit, downside market risk to be
borne by Fairfax. Real estate tax differential (Atlanta vs. New Jersey) to be
reimbursed by Fairfax on a net even basis.
New Jersey temporary cost of living expenses to be paid by Fairfax for a
mutually agreed period.
Transportation costs from Atlanta to New Jersey/New Jersey to Atlanta to be paid
by Fairfax until I am settled into my new residence in New Jersey with my
spouse, estimated to be late January.
Customary Senior Executive Relocation package reimbursing or paying for all home
sales and moving costs.
Note: I own two homes in Atlanta, my primary residence and my weekend residence
(about 1 hour away from my primary residence). Estimated resale value of primary
residence is $400,000 (approx.) and secondary residence $375,000 (approx.) I
need to sell both and require a house purchase guarantee program i.e. both
Fairfax and I 1) agree on a listing price after receiving two appraisals (also
subject to appraisers being agreed upon) for each house and 2) mutually agree to
a listing time period and, if the properties are not sold at the end of the
listing period, Fairfax would purchase the homes at the agreed valuation(s) and
then assume the resale risk. Due to the shortage of homes on the market in
Morristown, should I purchase a home in Morristown prior to the sale of my
residences in Atlanta I would be incurring duplicate real estate tax, utility
payments, etc. for which Fairfax would reimburse me on a net even basis until
such time as the duplicate payment obligations cease. A Bridge loan to be
applied towards the purchase of a New Jersey residence will be provided by
Fairfax in the event I have not sold my primary residence in Atlanta prior to
closing on a residence in New Jersey.