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MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (this "Agreement") is made as of the 31st day
of December, 2004, and effective as of October 1, 2004 (the "Effective Date"),
by and among XXXXX MORTGAGE MANAGEMENT, INC., a Virginia Corporation (the
"Manager"), GREATER ATLANTIC MORTGAGE CORPORATION, a Maryland corporation
("GAMC"), and GREATER ATLANTIC BANK (the "Bank").
WHEREAS, GAMC desires to retain the services of the Manager to provide
management services to GAMC; and
WHEREAS, the parties desire to set forth the terms and conditions upon
which the Manager will provide such management services.
NOW, THEREFORE, the parties agree as follows:
1. TERM. The term of this Agreement shall commence on the Effective
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Date and shall continue in effect for five (5) years thereafter (the "Term"),
unless earlier terminated as provided herein.
2. MANAGEMENT SERVICES. The Manager will provide management services
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in accordance with the guidelines and policies established by GAMC and as set
forth in this Agreement. In the performance of all of its duties, the Manager is
expected to conform to the Canons of Ethics and Standards of Practice of the
Mortgage Bankers Association as from time to time amended.
The services to be provided by Manager shall include the following:
(a) General. The Manager shall have general charge of the business,
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affairs and property of GAMC and general supervision over its employees and
agents, including the power to retain and dismiss employees and consultants, and
the Manager shall have exclusive authority for the day-to-day operations of the
business of GAMC, subject to the reasonable oversight of the Board of Directors
of GAMC (the "Board of Directors" or "Board") and subject to compliance with the
rules and regulations of the Office of Thrift Supervision. The parties
acknowledge that granting of exclusive authority for the day-to-day operations
of the business of GAMC is a key inducement for the Manager to undertake the
obligations under Section 3(d) to reimburse certain losses to GAMC. The Manager
shall have the power to enter into agreements on behalf of GAMC; however, the
Manager may enter into employment contracts or real estate leases (other than
at-will employment or leases less than sixty (60) days) on behalf of GAMC only
with the approval of the Board of Directors of GAMC.
(b) Management Report. The Manager shall provide a report on the
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operations of GAMC at each Board of Directors meeting unless or as otherwise
directed by the Board.
3. MANAGEMENT FEE AND EXPENSES. The Manager shall receive compensation
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for its services. Notwithstanding any other provision of this Agreement, neither
the Manager's compensation nor the Manager Escrow shall be impacted by the
Manager's right to purchase all of the issued and outstanding stock of GAMC as
provided for in Section 8 of this Agreement. The Compensation to be paid for the
Manager's services will be paid out as follows:
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(a) The "Base Management Fee" will be $125,000 per annum, payable in
semi-monthly installments.
(b) The Manager will receive a "Production Bonus" equal to 2.0 basis
points on each loan that is closed during a month. The Production Bonus will be
paid monthly after preparation and issuance of monthly financial statements by
GAMC's Accounting Department.
(c) The Manager will receive an annual "Incentive Management Fee" equal
to eighty percent (80%) of GAMC's adjusted Pre-Tax Net Income (as hereinafter
defined in this Agreement and computed in accordance with Exhibits A through D.2
to this Agreement) during the term of this Agreement.
(d) The Incentive Management Fee shall be payable quarterly within
fifteen (15) days after preparation and issuance of quarterly financial
statements prepared by the Accounting Department of GAMC (the "Accounting
Department"). Should GAMC sustain a net loss in any quarter, such net loss will
be reimbursed to GAMC from the Manager Escrow (as defined below) or, if the
amount held in the Manager Escrow is insufficient to reimburse the net loss, by
the Manager directly to GAMC within fifteen (15) days after preparation and
issuance of quarterly financial statements. However, the Manager shall have no
obligation to reimburse net losses of GAMC until the cumulative net losses of
GAMC incurred after the Effective Date exceed $363,449. The Manager's obligation
to fund GAMC's losses in excess of $363,449 shall not exceed the amount in the
Manager Escrow (initially $1,300,000). If GAMC sustains losses in excess of the
amount in the Manager Escrow and the Manager does not restore such losses to the
Manager Escrow within fifteen (15) days of demand, GAMC may terminate this
Management Agreement. Notwithstanding the provisions for the reimbursement of
any losses by the Manager and the payment of any Incentive Management Fees by
GAMC on a quarterly basis, the 80% / 20% division is to be determined and
reconciled for each fiscal year (i.e., October 1 - September 30) on an annual
basis at fiscal year-end, and the Manager Escrow shall first be reimbursed for
any quarterly losses funded by Manager, which exceed the actual loss as finally
determined. Any net profit in future periods will be decreased by $363,449 for
the purpose of calculating the Incentive Management Fee. Any Management
Incentive Fee, including the sum of $363,449, will be paid at the end of the
first fiscal year following the effective date of the Agreement when accumulated
net income first exceeds $363,449. The Manager's obligation to reimburse the net
losses of GAMC shall end upon any termination of this Agreement. As used herein,
"Pre-Tax Net Income" is pre-tax net income determined in accordance with
generally accepted accounting principles ("GAAP"), which, in turn, determines
the recognition of revenue and expense for financial reporting purposes, and
will follow the current GAAP format unless a change is dictated by GAAP. In the
event that the parties are unable to resolve any disagreements regarding the
calculation of Pre-Tax Net Income, the calculation of Pre-Tax Net Income shall
be submitted to a nationally or regionally recognized accounting firm with no
material relationship with the Manager, GAMC, the Bank or Greater Atlantic
Financial Corp. ("GAFC"), chosen and mutually acceptable to both the Manager and
GAMC, for determination.
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(e) Reimbursement of Expenses. GAMC shall reimburse the Manager for
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any and all ordinary and necessary expenses incurred by the Manager on behalf of
GAMC in addition to the compensation set forth in the remainder of this Section
3, including, travel expenses. The Manager shall provide an itemized list of
expenses along with any request for reimbursement.
4. MINIMUM RETURN FOR THE BANK. GAMC will retain 20% of its annual
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Pre-Tax Net Income for distribution to the Bank; however, the parties agree that
the Bank will be entitled to a guaranteed minimum annual return on Net Equity
(as defined in Section 8, below) equal to three-month LIBOR plus 200 basis
points, adjusted quarterly (the "Minimum Return"). Each year, the Bank shall
receive the greater of 20% of GAMC's Pre-Tax Net Income or the Minimum Return
paid on a quarterly basis. If the Bank's share of the Pre-Tax Net Income is less
than the Minimum Return, then additional Pre-Tax Net Income shall be allocated
to the Bank until the Bank has received its Minimum Return. If at year end the
Bank has not received its Minimum Return after such allocation of additional
Pre-Tax Net Income, then the remaining Minimum Return will be paid to the Bank
from the Manager Escrow (defined below) or, if the Manager Escrow is
insufficient to fund the Minimum Return, by the Manager directly to the Bank.
5. MANAGER ESCROW.
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Upon the execution of this Agreement, the Manager shall establish an
escrow account (the "Manager Escrow") to secure its obligations under Section
3(d) to fund any operating loss incurred by GAMC. The Manager Escrow shall
initially be funded with $1,300,000 and will be decreased by losses incurred and
increased by 50% of any management fee earned, but not increased to an amount
that would exceed the initial escrow amount of $1,300,000. Such 50% of any
management fee earned shall be held in a separate holdback account with GAMC,
and earn interest at a rate equal to the three- (3-) month LIBOR rate and
treated as an operating expense of GAMC. After GAMC has sustained a net profit
for three consecutive fiscal years, the Manager Escrow shall be reduced to
$250,000. The Manager agrees, however, to repost the Manager Escrow to a dollar
amount equal to at least the amount of GAMC's unreimbursed cumulative losses for
the then current fiscal year, plus $250,000, upon the occurrence of any
subsequent quarterly loss. Failure to post the then required amount to the
Manager Escrow within fifteen (15) days after preparation and issuance of the
quarterly financial statements will constitute a default under this Agreement
and grounds for termination of the Agreement. If, at any time, the Manager
Escrow is reduced below the amount then required, the failure to restore the
Manager Escrow to the then required amount within fifteen (15) days following a
demand will constitute grounds for termination of this Agreement and this
Agreement will be terminated. The Manager Escrow will be comprised of:
(a) A $1,300,000 Line of Credit from Wachovia Securities, committed for
three (3) years. This line is secured by a stock portfolio with a current value
of approximately $2,200,000. If the portfolio value declines by more than twenty
five percent (25%), the amount of the line may be reduced.
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(b) Two (2) Home Equity Lines of Credit provided by the Bank and
secured by two (2) rental properties owned by Xxxxx valued at $400,000 -
$500,000. Those Lines will be available to be drawn upon only in the event that
the $1,300,000 Wachovia Line of Credit is reduced due to a decline in value of
the stock portfolio used as security. The Manager will grant GAMC the right to
draw on the Lines of Credit to fulfill its obligations under Section 3 (d) and
Section 4, will provide GAMC with vehicles to access directly the Line of Credit
from Wachovia Securities, and will use those lines of credit for no purpose
other than to fulfill its obligations under Section 3 (d) and Section 4 of this
Agreement.
6. SERVICES OF XXXX XXXXX.
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(a) The parties acknowledge that GAMC has engaged the services of the
Manager with the understanding that all services to be provided by the Manager
to GAMC will be provided by Xxxx Xxxxx ("Xxxxx"). Xxxxx shall be available to
perform such services during the Term of this Agreement and shall devote
sufficient time and attention to the performance of the duties of the Manager to
effect the purposes provided for under this Agreement.
(b) Nothing contained in this Section 6 shall be deemed to prevent or
limit the right of the Manager or Xxxxx to invest in the capital stock or other
securities of any business dissimilar from that of GAMC or, solely as a passive
or minority investor, in any business.
7. STANDARDS.
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The Manager shall perform its duties under this Agreement in accordance
with such reasonable standards expected of managers with comparable duties in
comparable organizations and as may be established from time to time by the
Board of Directors.
8. OPTION TO PURCHASE.
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(a) Beginning six (6) months after the Effective Date, the Manager
shall have the right, but not the obligation, by providing written notice to the
Bank and GAMC, to purchase all of the issued and outstanding stock of GAMC (the
"GAMC Stock") from the Bank. The price to be paid for the GAMC Stock shall be
equal to 125% of Net Equity (defined below) as reflected on GAMC's audited
balance sheet as of the closing of the acquisition. "Net Equity" shall mean
"total equity" shown on a GAAP balance sheet minus deferred taxes, income tax
receivable, and any unpaid amounts due pursuant to Section 4. Within one hundred
twenty (120) days of the Effective Date, the Manager, the Bank and GAMC shall
negotiate a definitive agreement setting forth the specific terms and conditions
pursuant to which the Manager shall have the right to purchase the GAMC Stock,
which definitive agreement shall contain customary representations, warranties
and conditions relating to liabilities, title, litigation, indemnification and
the like.
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(b) During the Term, neither the Bank nor GAFC shall take any action to
liquidate GAMC or sell, transfer or encumber any material part of the stock or
assets of GAMC, including mortgage loans, except for the warehouse line
currently provided by the Bank, and neither shall grant any option to purchase
or any other right to any third party with respect to the assets or stock of
GAMC.
(c) During the first year after the exercise of the option to purchase
provided by this Section 8, neither the Bank nor GAFC shall take any action to
employ any person employed by GAMC on the Effective Date.
9. INDEPENDENT CONTRACTOR.
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It is understood and agreed that the Manager will be engaged as a
non-exclusive independent contractor and not as an agent or employee of GAMC.
The Manager acknowledges that it shall not be entitled to any employment
benefits, fringe or otherwise, as a result of this engagement. It is the intent
and the purpose of this Agreement that the Manager should and shall at all times
be only an independent contractor as that term is legally understood and
construed, and nothing herein shall be construed or inferred to create the
relationship of employer and employee, partnership, joint venture or any other
relationship between GAMC and the Manager. The Manager shall be free to exercise
its own judgment as to the time and manner of performing the services authorized
by this Agreement, subject to such rules and regulations as may be adopted from
time to time by GAMC, which rules shall not have the effect of interfering with
the freedom of action by the Manager.
10. TERMINATION AND TERMINATION PAY.
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Except as provided in Section 3(d), this Agreement may be terminated
only as follows:
(a) This Agreement shall be terminated upon the death or disability of
Xxxxx or his resignation or retirement from the Manager during the Term of this
Agreement; provided, however, that upon any termination of this Agreement by
GAMC pursuant to this Section 10(a), the Manager's option under Section 8 shall
continue in effect for ninety (90) days after the date of termination. The
disability of Xxxxx shall be deemed to have occurred if Xxxxx shall become
disabled or incapacitated to the extent that he is unable to perform the duties
of the Manager under this Agreement, by reason of a medically determinable
physical or mental impairment, as determined by a doctor engaged by the Board of
Directors of GAMC. In the event of termination pursuant to this Section 10(a),
the Manager shall be entitled to receive the compensation due to the Manager
through the last day of the calendar month in which Xxxxx'x death, disability,
resignation or retirement shall have occurred, plus compensation provided for
under this Agreement for two (2) additional months. The monthly compensation to
be paid to the Manager pursuant to this Section 10(a) shall be determined by
obtaining a monthly average of the compensation paid to the Manager for the most
recent six (6) months prior to the date of Xxxxx'x death, disability,
resignation or retirement.
(b) The parties may terminate this Agreement at any time by mutual
written consent.
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(c) The Manager may terminate this Agreement at any time, with or
without cause, beginning June 30, 2005, but the Manager must provide thirty (30)
days advance written notice to GAMC of any such termination. Upon such
termination, the Manager shall be entitled to receive any Incentive Management
Fee accrued through the date of termination and shall be obligated to reimburse
any operating loss only through the date of termination, as the case may be, and
any balance remaining in the Manager Escrow will be released, and any holdback
referred to in Section 5, above, will be paid to the Manager within 30 days of
termination of this Agreement.
(d) GAMC may terminate this Agreement at any time for Just Cause
(defined below); provided, however, that upon any termination of this Agreement
by GAMC pursuant to this Section 10(d), the Manager's option under Section 8
shall continue in effect for sixty (60) days after the date of termination.
Termination shall be effected by giving the Manager written notice of
termination, which shall state the date of termination, the grounds for
termination, including whether such termination is with or without Just Cause.
The Manager shall have no right to receive compensation for any period after
termination for Just Cause, but shall be entitled to all compensation accrued up
until the date of termination. Termination for "Just Cause" is defined as any of
the following acts by the Manager or by Xxxxx: (i) material personal dishonesty
or breach of fiduciary duty detrimental to the business and affairs of GAMC and
which involves personal profit; (ii) willful continuing intentional failure to
perform legitimate duties as directed by GAMC policies and procedures or by the
Board of Directors; (iii) willful violation of any law, rule or regulation
(other than minor traffic violations or similar violations) or final
cease-and-desist order, which violation is materially detrimental to the
business and affairs of GAMC or its parent company, the Bank; (iv) bankruptcy or
insolvency; (v) willful conduct or behavior which materially violates applicable
governmental rules or regulations relating to the mortgage banking business
(including but not limited to rules or regulations of the Department of Housing
and Urban Development, the Federal Housing Administration or the Department of
Veterans Affairs); or (vi) willful conduct or behavior which is detrimental to
the business affairs of GAMC which violates product loan origination practices
or Canons of Ethics or Standards of Practice of the Mortgage Bankers
Association.
(e) If the Manager or Xxxxx is removed and/or prohibited from
participating in the conduct of GAMC's affairs pursuant to the Federal Deposit
Insurance Act ("FDIA") (12 U.S.C. ss. 1811 ET SEQ.), all obligations of GAMC
under this Agreement shall terminate, as of the effective date of the order, but
the vested rights of the parties shall not be affected.
(f) All obligations under this Agreement shall be terminated, except to
the extent determined that the continuation of this Agreement is necessary for
the continued operation of the Bank or GAMC: (i) by the Director of the Office
of Thrift Supervision ("Director of OTS"), or his or her designee, at the time
that the Federal Deposit Insurance Corporation ("FDIC") enters into an agreement
to provide assistance to or on behalf of the under the authority contained in
Section 13(c) of FDIA; or (ii) by the Director of the OTS, or his or her
designee, at the time that the Director of the OTS, or his or her designee,
approves a supervisory merger to resolve problems related to operation of the
Bank or when the Bank is determined by the Director of the OTS to be in an
unsafe or unsound condition. Any rights of the parties that have already vested,
however, shall not be affected by such action.
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11. CHANGE IN CONTROL.
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(a) No benefit shall be payable under this Section 11 unless there
shall have been a Change in Control of the Bank, as set forth below. For
purposes of this Agreement, a "Change in Control" of the Bank shall mean an
event of a nature that results in a Change in Control of the Bank within the
meaning of the Home Owners' Loan Act, as amended, and the rules and regulations
promulgated by the Office of Thrift Supervision, as in effect on the date
hereof.
(b) If, during the term of this Agreement, any event described in
Section 11(a) hereof constituting a Change in Control has occurred or the Board
of Directors of GAMC has determined that a Change in Control has occurred, the
Manager shall be entitled to the benefits provided in paragraph (c) of this
Section 11 upon any subsequent termination of this Agreement, regardless of
whether such termination is initiated by GAMC or by the Manager.
(c) Upon the occurrence of a Change in Control followed by the
termination of this Agreement, unless the Manager exercises the option to
purchase provided for in Section 8 of this Agreement, GAMC shall pay the Manager
an amount equal to the lesser of $1.0 million or twelve (12) months of
compensation, determined by obtaining a monthly average of the compensation paid
to the Manager for the most recent six (6) months prior to the termination of
this Agreement. At the election of the Manager, which election is to be made
within thirty (30) days of the date of termination, such payment may be made in
a lump sum or paid in equal monthly installments during the twelve (12) months
following the termination of this Agreement. In the event that no election is
made, payment to the Manager will be made in a lump sum. In the event the
Manager determines to exercise the option provided for in Section 8 of this
Agreement, no compensation will be paid to the Manager under this paragraph
11(c).
(d) In the event that GAFC receives a bona fide offer to be acquired,
the Manager shall have thirty- (30-) days following his receipt of the offer to
determine whether he will exercise the option provided for in Section 8 of this
Agreement. Any election to exercise this option will, at the Manager's
discretion, be contingent on the consummation of the acquisition. If manager
fails to exercise the foregoing option and the acquisition is not consummated,
the option shall remain in effect.
12. SUSPENSION OF SERVICE.
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If the Manager is suspended and/or temporarily prohibited from
participating in the conduct of GAMC's affairs by a notice served under the
FDIA, GAMC's obligations under this Agreement shall be suspended as of the date
of service, unless stayed by appropriate proceedings. If the charges in the
notice are dismissed, GAMC shall (i) pay the Manager all or part of the
compensation withheld while its contract obligations were suspended and (ii)
reinstate any of its obligations that were suspended.
13. ARBITRATION.
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Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration, conducted before a panel
of three arbitrators sitting in a location selected by the Manager within fifty
(50) miles from the location of GAMC, in accordance with the rules of the
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American Arbitration Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction; provided, however, that the
Manager shall be entitled to seek specific performance of his right to be paid
until the date of termination during the pendency of any dispute or controversy
arising under or in connection with this Agreement. In any arbitration, the
non-prevailing party shall pay the prevailing party's attorneys' fees and costs
that result from such arbitration.
In the event any dispute or controversy arising under or in connection
with the Manager's termination is resolved in favor of the Manager, whether by
judgment, arbitration or settlement, the Manager shall be entitled to the
payment of all accrued compensation due to the Manager under this Agreement.
14. SUCCESSORS AND ASSIGNS.
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(a) Except as otherwise provided herein, this Agreement shall inure to
the benefit of and be binding upon any corporate or other successor of GAMC
which shall acquire, directly or indirectly, by merger, consolidation, purchase
or otherwise, all or substantially all of the assets or stock of GAMC.
(b) GAMC may not assign any of its rights or obligations under this
Agreement without the consent of the Manager. The Manager may not assign its
obligations to provide services under this Agreement without the consent of
GAMC; however, the Manager may assign its option to purchase under Section 8 to
any entity employing or owned in whole or in part by Xxxxx without the consent
of GAMC.
15. APPLICABLE LAW.
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This Agreement shall be governed in all respects whether as to
validity, construction, capacity, performance or otherwise by the laws of the
Commonwealth of Virginia, except to the extent that Federal law shall be deemed
to apply.
17. SEVERABILITY.
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The provisions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof.
18. SPECIFIC PERFORMANCE.
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The parties acknowledge that the GAMC Stock is unique and that failure
of GAMC to perform its obligations under Section 8 will result in damage and
loss to the Manager that would not be compensable by money damages alone.
Accordingly, in the event that GAMC breaches its obligations under Section 8,
GAMC acknowledges and agrees that the Manager, in addition to any other remedy
or claim for damages it may have, may proceed to protect and enforce its rights
hereunder by suit in equity, action at law and other appropriate proceeding for
specific performance of the terms and conditions of this Agreement.
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19. ENTIRE AGREEMENT.
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This Agreement together with any understanding or modifications thereof
as agreed to in writing by the parties, shall constitute the entire agreement
between the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
XXXXX MORTGAGE MANAGEMENT, INC.
By: /s/ T. Xxxx Xxxxx
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Name: T. Xxxx Xxxxx
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Title: President
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GREATER ATLANTIC MORTGAGE CORPORATION
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
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Title: Chairman of the Board
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GREATER ATLANTIC BANK
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
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Title: President
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EXHBIT A
QUARTERLY
CALCULATION ADJUSTED NET INCOME AND
NET INCOME BONUS
Year to Date
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Net income before taxes and bonus $
Add:
Fair value compensation
for Option to Purchase in Accordance
with Section 8. ------------
Sub-total
Less:
Charge for recourse loan sales(1):
Required Capital to be held for recourse
Loan Sales (Exhibit D) ------------
Cost of Capital (GAB Average cost of Funds
for the most recent quarter + 2.00%) ---------- ------------
ADJUSTED NET INCOME BEFORE
BONUS AND TAXES (Loss Equals Amount
Due from Manager Escrow) ------------
Bonus Percent (Per agreement) ------------
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Net Income Bonus $
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Note: If 20% of Net Income is less than the minimum return due Greater Atlantic
Bank, Net Income will be reduced in accordance with Section 4.
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(1) This calculation will change quarterly. The required capital as computed in
accordance with Exhibit D at the end of a quarter (i.e., 9/30/04) will be used
in the net income bonus calculation for the subsequent quarter (i.e., 10/1/04 to
12/31/04).
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EXHIBIT B
ACCOUNTING FOR THE SALE OF LOANS
AND LOAN SERVICING RIGHTS
TO GREATER ATLANTIC BANK
During the ordinary course of business, Greater Atlantic Mortgage Corporation
("GMAC") will sell loans and servicing rights to Greater Atlantic Bank ("GAB").
Generally accepted accounting principles ("GAAP") are used in preparing the
financial statements for GAMC and GAB. Since GAMC is a subsidiary of GAB and not
an independent mortgage banking company, certain revenues cannot be recognized
by GAMC. In order for GAMC earnings to properly reflect direct income and
expense, the sale of loans and servicing rights to GAB need to be accounted for
differently from sales of loans to independent third parties.
Following is the accounting for the sale of loans and servicing rights by GAMC
to GAB:
SALE OF LOAN SERVICING RIGHTS: Any servicing released premium
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received by GAMC that is in excess of the amount GAB can
recognize on its books as a premium for the acquisition of
servicing is to be deferred on the books of GAMC and amortized
over the estimated life of the servicing. Should the premium
carried on the books of GAB require a write down due to a
decrease in value, such write down in valuation will have no
impact on the financial statements of GAMC.
SALE OF LOANS: Any gain on sale of loans arising from the sale
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of loans to GAB that is in excess of the origination cost of
that loan will be deferred and amortized into the income of
GAMC over the life of the loan in accordance with GAAP.
Should the Agreement be terminated or not renewed, any net income bonus due for
any deferred fees or servicing release premiums will be paid to the Manager on
the date of termination at the net income bonus rate applicable when the loan or
servicing was sold to GAB.
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EXHIBIT C
EXPENSE REIMBURSEMENT DUE
GREATER ATLANTIC BANK
While net income of GAMC reflects all income and expenses directly generated by
GAMC there are certain expenses incurred by Greater Atlantic Bank ("GAB") that
are reimbursable by GAMC because the combined payment of such expenses would be
less than if paid individually.
Following are those expenses directly related to GAMC that are reimbursable to
GAB:
Monthly charge of $1,200 for GAB accounting personnel used in the review and
preparation of GAMC's financial statements or such other amount as agreed to
between the parties.
Twenty percent (20%) of the annual audit fee and tax return preparation charges.
All required insurance policies whether directly identified (such as
hospitalization, life insurance, etc.) or allocated based on a reasonable
allocation percentage obtained from the carrier (such as fidelity bonds, errors
and omissions, etc.).
Other cost or expenses that can be directly related to operating GAMC. The
primary guiding principle will be "...did GAMC benefit from the cost or expense
incurred?"
All reimbursements will be based on cost (no profit factor added) and, in the
case of reimbursement for personnel cost, an 18% benefit factor will be applied.
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EXHIBIT D
EXAMPLE OF
OPERATION ACCOUNTS PAYABLE XXXX XXXXX
AND ESCROW ACCOUNT
USED TO OFFSET LOSSES GAMC
SECTION 3(d)
Projected net loss December 31, 2004 $ (546,223)
Accounts payable Xxxx Xxxxx used to used to offset
accounting loss 346,223
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Net loss on 12/31/04 and due from Manager Escrow (200,000)
Contribution from Escrow Account 200,000
Net earnings for the period 1/1/05 to 9/30/05 846,223
Transfer to Escrow Account (200,000)
Less accounts payable previously credited to earnings (346,223)
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Net earnings subject to incentive compensation $ 300,000
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Incentive percent 80%
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Incentive compensation ($300,000 X .80) $ 240,000
Reimbursement of Accounts Payable Xxxx Xxxxx (Note: this
amount would be subject to income tax withholdings) 346,223
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Total due manager for the fiscal year ending 9/30/05 $ 586,223
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This example excludes consideration of minimum return to the Bank pursuant to
Section 4.
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