<PAGE> 1
EXHIBIT 10.5
BONUS AND STOCK OPTION AGREEMENT
This Bonus and Stock Option Agreement ("Agreement") is made and
entered into effective as of the 14th day of June, 1994 by and between WGNB
CORP., a Georgia corporation, ("Corporation") and Richard A. Duncan, a resident
of the State of Georgia ("Individual").
WHEREAS, Individual is an employee of the Corporation and is an
officer of the Corporation and its wholly-owned subsidiary, West Georgia
National Bank, a national banking association ("Bank"); and
WHEREAS, the Board of Directors has adopted resolutions approving the
adoption of a plan providing for the payment of a bonus in the form of cash
and the grant of stock options to Individual; and
WHEREAS, the terms and conditions of this Agreement are in addition to
any and all agreements relating to the employment of Individual by Corporation
including, but not limited to, the employee bonus plan implemented by the
Corporation ("Corporation Plan") and the employment relationship by and between
Individual and Corporation.
Now, therefore, in consideration of the mutual promises and covenants
contained herein and other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
SECTION 1 - CASH BONUS
In addition to the annual salary paid by Corporation to Individual
pursuant to the employment relationship between such parties, and the bonus due
to Individual pursuant to the employee bonus program of the Corporation,
Corporation agrees to pay to Individual in consideration for services rendered
as Executive Vice President of the Corporation and the Bank an annual cash
bonus, commencing with a bonus calculated as to the year ended December 31,
1993, in an amount to be determined as follows:
1.1 The annual cash bonus shall be a performance based
calculation with the performance criteria for each applicable year to be (a)
the return on assets of the Corporation, as determined before the calculation
of the amount due to Individual pursuant to this Section 1 but after the
calculation of bonuses due pursuant to the Corporation Plan and after the
determination of federal and state income taxes ("ROA") based on the
Corporation's consolidated financial statements prepared in conformance with
the uniform bank performance ratios promulgated by the Federal Financial
Institutions Examining Council applied on a consistent basis as determined by
the Corporation's independent certified public accountant ("Financial
Statements"), (b) the then most recent Community Reinvestment Act Rating (the
"CRA Rating") of the Bank, (c) loan growth of the Bank, (d) past due loans
expressed as a percentage of gross loans, (e) net loan charge offs as a
percentage of average net loans, (f) criticized assets as a percentage of
capital, and (g) classified assets of the Bank, all as determined pursuant to
the terms and conditions of Exhibit "A" attached hereto and incorporated herein
by reference. For purposes of example, Exhibit "B" attached hereto
<PAGE> 2
sets forth the annual cash bonus for the year ended December 31, 1993 based
upon the calculations set forth in this Agreement.
1.2 Individual shall aggregate points on an annual basis
based upon specific levels of ROA of the Corporation, CRA Rating of the Bank,
and the factors set forth in Section 1.1(c) through 1.1(g) of this Agreement.
The points to be aggregated by Individual for each year for the purpose of the
bonus calculation set forth above will be determined in accordance with the
schedule set forth on Exhibit "A". The percentages applicable to the provisions
of Exhibit "A" shall be rounded as set forth on Exhibit "A". The bonus due to
Individual for each applicable year shall be equal to (a) the aggregate number
of points accrued for the applicable year, divided by, (b) 80 and (c) the
resulting quotient will constitute a percentage which will be multiplied by
Corporation's net income for the applicable year based upon the Corporation's
Financial Statements, after the determination of federal and state income
taxes, but before the calculation of bonuses under the Corporation Plan, other
employee bonuses, and the bonus due under this Agreement. The resulting product
shall constitute the cash bonus due to Individual for the applicable year
("Cash Bonus"). The Cash Bonus shall be paid to Individual within ten days
after such calculation is determined by the Board of Directors of Corporation.
Exhibit "B" attached hereto shall be utilized solely for the purpose of
exemplifying the determination of the Cash Bonus and stock options due to
Individual for the year ended December 31, 1993 The calculations set forth on
Exhibit "B" do not represent any obligation or projection of the Corporation
relating to the Cash Bonus due to Individual pursuant to this Section 1 or the
options due to Individual pursuant to Section 2 of this Agreement other than
for the year ended December 31, 1993.
1.3 Once per calendar quarter Individual shall be allowed to
receive an advance against the amount of the Cash Bonus due to Individual for
the applicable calendar year in an amount not to exceed 50% of the anticipated
Cash Bonus due to Individual for such calendar year as determined by the Board
of Directors, or the Executive Committee, of the Corporation in its sole
discretion. During the month of December Individual may draw as an advance an
additional amount against the Cash Bonus due for each calendar year in an
amount to be determined in the sole discretion of the Board of Directors, or
Executive Committee, of the Corporation. In the event the aggregate amount of
advances paid to Individual against the Cash Bonus due for a calendar year
exceed the actual amount of the Cash Bonus due to Individual for such year
pursuant to Section 1.2, Individual shall remit the resulting excess amount to
the Corporation not later than January 31 of the immediately succeeding year.
In the event the amount advanced against the Cash Bonus to Individual for a
calendar year is less than the Cash Bonus due to Individual for such year, the
remaining amount due to Individual shall be paid within ten days after the
calculation of the amount due.
SECTION 2 - STOCK OPTION
2.1 Corporation grants to Individual the option to acquire
shares of the common stock of Corporation on an annual basis ("Option Shares"),
pursuant to the WGNB Corp. Incentive Stock Option Plan ("ISO Plan"), in an
amount equal to the quotient (rounded to the nearest whole share) which shall
be determined by dividing (a) the Cash Bonus due to Individual pursuant to
Section 1 for the applicable year, by (b) the Market Value Per Share of the
common stock of Corporation, as determined by the ISO Plan, as of December 31
of the applicable year. All Option Shares granted to Individual shall be
subject to and governed by the terms and conditions of the
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<PAGE> 3
ISO Plan and a Stock Option Agreement in the form attached hereto as Exhibit
"C" and incorporated herein by reference.
SECTION 3 - TERM
3.1 The provisions of this Agreement regarding the payment of
the Cash Bonus pursuant to Section 1 and the grant of stock options pursuant to
Section 2.1 shall be applicable commencing with the calendar year ended
December 31, 1993 and shall remain in full force and effect for ten successive
calendar years ending December 31, 2002. The remaining provisions of this
Agreement shall terminate on December 31, 2013.
SECTION 4 - MISCELLANEOUS
4.1 Neither the obligation of the Corporation to pay to
Individual the Cash Bonus pursuant to Section 1 of this Agreement nor the grant
of the option to acquire common stock of the Corporation pursuant to Section 2
of this Agreement confers any right upon Individual with respect to the
continuation of employment with the Corporation. Nothing contained herein shall
be construed as interfering with or restricting the right of the Corporation or
of Individual to terminate employment at any time, with or without cause.
4.2 Notwithstanding any provision of this Agreement to the
contrary, in the event (a) the CRA Rating of the Bank for any calendar year of
this Agreement is "Needs to Improve" or "Substantial Noncompliance", (b) the
percentage of past due loans as determined in accordance with Exhibit "A" is
7.01% or greater for any calendar year of this Agreement,(c) the percentage of
net loan charge-offs as determined by Exhibit "A" is 1.01% or greater for any
calendar year of this Agreement or, (d) the percentage of classified assets as
a percent of capital is 44.01% or greater for any calendar year of this
Agreement, then, in such event, for as long as such condition set forth in (a)
through (d), inclusive, remains in effect, Individual shall not be entitled to
receive and the Corporation shall not be required to pay a Cash Bonus for such
year or years pursuant to Section 1 and the Corporation shall have no
obligation to grant a stock option for such year or years pursuant to Section 2
of this Agreement.
4.3 Any notices or other communications to any party pursuant
to or relating to this Agreement and the transactions provided for herein shall
be deemed to be given, delivered or received when delivered personally or three
days after being deposited in the United States Mail, registered or certified,
and with proper postage and registration and certification fees prepaid,
addressed to the parties for whom intended at the addresses indicated for each
party as set forth below:
<TABLE>
<CAPTION>
Company: Individual:
<S> <C>
WGNB CORP. Richard A. Duncan, Executive Vice President
201 Maple Street 348 West Club Drive
Post Office Box 280 Carrollton, Georgia 30117
Carrollton, Georgia 30117
Attn: Chairman
</TABLE>
-3-
<PAGE> 4
4.4 This Agreement shall be governed by the laws of the State
of Georgia.
4.5 This Agreement may be executed with counterpart signature
pages, all of which together shall constitute one and the same Agreement.
4.6 The terms of this Agreement, including the rights and
obligations of the parties hereunder, shall not supersede or amend any
additional agreement of the parties with respect to the employment of
Individual by Corporation or any compensation for services performed under such
agreements, including, but not limited to, the consideration paid pursuant to
the employment relationship between the Corporation and Individual and any
employee bonus plan utilized by Corporation. This Agreement shall inure to the
benefit of and be enforceable by and binding upon the successors and assigns of
each party, including the personal or legal representatives, executors,
administrators, heirs, and legatees of Individual.
4.7 No amendment, modification or alteration of the terms or
provisions of this Agreement shall be binding unless the same, shall be in
writing and duly executed by the parties hereto.
4.8 Time is of the essence in this Agreement.
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<PAGE> 5
IN WITNESS WHEREOF, the undersigned have executed this Agreement the
day and year first written above.
"Corporation"
Attest: WGNB CORP.
/s/ Richard A. Duncan By: /s/ Joe Whit Walker
---------------------------- -------------------------
Richard A. Duncan, Secretary Joe Whit Walker, Chairman
(CORPORATE SEAL)
"Individual"
Witness:
/s/ Kim L. Buroker /s/ Richard A. Duncan
---------------------------- -----------------------------
Kim L. Buroker Richard A. Duncan
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<PAGE> 6
1) Community Reinvestment Act (CRA) Rating
*The rating the bank is operating with as of December 31 of the year in
question.
<TABLE>
<CAPTION>
CRA Rating: Points:
----------- -------
<S> <C>
Outstanding 4
Satisfactory 1
Needs Improvement No Bonus
Substantial Non-Compliance No Bonus
</TABLE>
2) Return on Assets:*
*After income taxes and normal employee bonus.
See formula for Leighton's bonus.
<TABLE>
<CAPTION>
ROA 0.8% 0.9% 1.0% 1.1% 1.2% 1.3% 1.4% 1.5% 1.6%
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
POINTS:
0 8.1 10 12.1 14.4 16.9 19.6 22.5 25.6
</TABLE>
(Points go up exponentially with ROA)
(Points may be rounded to the nearest .00)
3) Loan Growth (Gross Loans minus ICNE, does not include unplanned
overdrafts)
*Determined by the growth of loans based on the average EOM for each month in
the subject year as compared to the same data from the year earlier and
expressed as a percent increase over the previous year.
<TABLE>
<CAPTION>
Growth%:
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 . . .
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Points: 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 . . .
</TABLE>
(Interpolate to the nearest .00%)
(May have to be adjusted to reflect the needs of the Bank)
<PAGE> 7
4) Past Due Loans (30 days or more past due, expressed as a % of Gross
Loans)
Calculated by using the "Total Percentage" as reported to the
Board of Directors for each month January through December and
averaging.
% Past Due:
<TABLE>
<CAPTION>
0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 12.0 . . .
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Points: 6 4 2 0 -2. -4. -6. -8.
7.01% or higher:
No Bonus.
</TABLE>
(Interpolate to the nearest .00)
Average
5) Net Loan charge-offs (Charge-offs minus Recoveries. Expressed as a %
of/Gross Loans)
% Net Loan Charge-offs:
<TABLE>
<CAPTION>
-.60 -.50 -.40 -.30 -.20 -.10 0 .10 .20 .30 .40 .50 .60 .70 .80 .90 1.0 1.2
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Points: . . . 5.5 5.0 4.5 4.0 3.5 3.0 2.5 2.0 1.5 1.0 .5 0 -2. -4. -6. -8. -10
1.01 and higher:
No Bonus
</TABLE>
(Interpolate to nearest .00)
-2-
<PAGE> 8
6) Criticized Assets (0AEM)
% Criticized Assets as a percent of capital:
<TABLE>
<CAPTION>
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
points: 5.0 4.5 4.0 3.5 3.0 2.5 2.0 1.5 1.0 .5 0 0 0 0 0 0 -.5 -1.0 -1.5
</TABLE>
(Interpolate to nearest .00%)
Determined by averaging the near month-end reports by the
Loan Review Officer January through December
7) Classified Assets (Substandard/Doubtful/Loss)
(Regulatory Classified Assets)
% Classified Assets as a percent of capital:
<TABLE>
<CAPTION>
3 2 4 6 8 10 12 14 16 18 20 22 24 25 26 28 30 32 34 36.. 38.. 40.. 42.. 44.. 45..46 ..48
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
points: 22 20 18 16 12 10 8 6 4 2 0 0 0 0 0 0 0 -4 -8 -12 -16 -20 -24 -28
No Bonus
</TABLE>
The points range moves downward (to the left) 1% of classified assets
each year for the next 5 years.
Determined by averaging the near month-end reports by the Loan Review
Officer January through December.
-3-
<PAGE> 9
"BEST GUESS" 1993
<TABLE>
<CAPTION>
POINTS
<S> <C> <C>
ROA 1.25% 15.625
CRA Not Rated -------
Loan Growth 10.45% 10.450
Past Dues 2.83% .34
Net c/o's 0.16% 1.70
Criticized 6.99% 1.50
Classified 23.89 -------
29.615
</TABLE>
POSSIBLE 1994
<TABLE>
<CAPTION>
POINTS
<S> <C> <C>
ROA 1.40% 19.6
CRA "1" 5.0
Loan Growth 9.0% 9.0
Past Dues 3.5% -1.0
Net C/O'S .30% 1.0
Criticized 9.20% 0.4
Classified 17.00% 3.0
37.00
</TABLE>
37.0 divided by 80 = .462%
$1,897,000 x .462% = $8,764
-4-
<PAGE> 10
EXHIBIT "B"
Richard A. Duncan
Executive Bonus
For the Year 1993
<TABLE>
<S> <C> <C>
1. Community Reinvestment Act (CRA) Rating:
A. N/A - No CRA Rating Available for 1993
B. Points: 0.00
2. Return On Assets:
A. Calculation - See LLA Bonus Calculation 1.29%
B. Points: 16.62
3. Loan Growth
A. Monthly Net Avg Loans 1993(#) $82,015,519
less: Monthly Net Avg Loans 1992(#) 74,945,219
Difference 7,070,300
-----------
Percent Change 9.43%
-----------
B. Points:
Growth Percent = points (1:1) 9.43
4. Past Due Loans (30 days or more) as a Percent of Gross Loans
A. Calculation:
From Board of Directors Reports. Average of Monthly Total Percentage
January through December, 1993 (from separate schedule) 2.60%-
B. Points:
2.00 equal 2 points, 3.00 equals 0 points
Interpolating Yields 0.80
5. Not Charge Oft as a Percent of Average Net Loans
A. Calculation;
Net Charge Offs - 1993 (12J31 Bd Rept) $175,877
</TABLE>
<PAGE> 11
<TABLE>
<S> <C> <C>
Avg Net Loans - 1993 (3 above) $82,015,519
Percent Net C/O to Avg Net Loans 0.21%
-----------
B. Points:
0.20% = 1.5 points, 0.30 = 1.0 points
Interpolating Yields 1.45
6. Criticized Assets (OAEM) as a Percent of Capital
A. Calculation:
From the Board Reports prepared by the Loan Review Officer, the
Average Monthly Percent of OAEM loans to Capital is 7.39%
B. Points:
7.00% = 1.5 points, 8.00% = 1.0 points
Interpolating Yields 1.30
7. Classified Assets (Substandard, Doubtful. Loss) as a % of Capital
A. Calculation:
From the Board Reports prepared by the Loan Review Officer, the
Average Monthly % of S, D, & L Loans is 32.15%
B. Points:
32.00% = -4 points. 34.00% = -8 points
Interpolating Yields (4.15)
-------------
8. Bonus Calculation
Total Points from t through 7 above 25.45
Divided by 80 equals Percent Bonus 0.32%
-------------
Times Net Inc, After Tax. Pre-Bonus $1,765,524.80
Equals 1993 Bonus Amount $ 5,616.58
Less: RAD 1993 Advance 5,000.00
-------------
Equals Amount Due RAD/WGNB 616.58
</TABLE>
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<PAGE> 12
Richard A. Duncan
Bonus Calculation
AVERAGE NET LOANS
<TABLE>
<CAPTION>
Less: Inc
Collected Equals:
1992 Total Loans Not Earned Letters of Net
Month Per G/L Credit O/S Loans
<S> <C> <C> <C> <C>
1/31/92 $76,379,428 $2,281,326 $141,600 $73,956,502
2/28/92 76,348,548 2,180,080 141,600 74,026,868
3/31/92 76,249,195 2,078,649 221,600 73,948,946
4/30/92 75,922,741 1,976,220 141,600 73,804,921
5/29/92 76,006,592 1,897,539 195,000 73,914,053
6/30/92 76,773,872 1,811,793 245,000 74,717,079
7/31/92 76,912,710 1,716,971 251,600 74,944,139
8/31/92 77,958,876 1,662,653 256,000 76,040,223
9/30/92 78,049,610 1,571,606 256,600 76,221,404
10/30/92 77,610,326 1,479,779 256,600 75,873,947
11/30/92 78,248,142 1,406,354 331,600 76,510,188
12/31/92 77,058,796 1,317,339 357,100 75,384,357
--------- ----------- ---------- ---------- ------------
TOTAL - 1992 $899,342,627
============
AVG - 1992 $ 74,945,219
============
<CAPTION>
Less: Inc
Collected Equals:
1992 Total Loans Not Earned Letters of Net
Month Per G/L Credit O/S Loans
<S> <C> <C> <C> <C>
1/29/93 $77,770,561 $1,216,876 $ 307,100 $ 76,246,585
2/26/93 79,477,184 1,117,461 342,100 78,017,623
3/31/93 80,599,860 1,015,644 342,100 79,242,116
4/30/93 81,939,196 929,373 272,100 80,737,723
5/28/93 83,018,125 850,981 287,100 81,880,044
6/30/93 83,580,304 774,345 316,100 82,489,859
7/30/93 83,745,967 705,456 316,100 82,724,411
8/31/93 84,437,775 629,748 318,600 83,489,427
9/30/93 85,282,786 574,570 338,600 84,369,616
10/29/93 85,827,234 529,084 338,600 84,959,550
11/30/93 86,156,148 488,147 338,600 85,329,401
12/31/93 85,518,169 446,296 372,000 84,699,873
TOTAL - 1993 $984,186,228
============
AVG - 1993 $ 82,015,519
============
PERCENT INCREASE 1992 TO 1993 9.43%
===========
</TABLE>
-3-
<PAGE> 13
Richard A. Duncan
1993 Bonus Calculation
Average Net Loans--------------------------------------------
<TABLE>
<CAPTION>
Less: Equals: % P/D % (OAEM) % (S,D,L)
1993 Total Loans Inc Collected Letters of Net 30+Days Criticized Classified
Month Per G/L Not Earned Credit O/S Loans to Tot Lns to Capital to Capital
<S> <C> <C> <C> <C> <C> <C> <C>
1/29/93 $77,770,561 $1,216,876 $307,100 $76,246,585 3.18 9.67 44.92
2/26/93 79,477,184 1,117,461 342,100 78,017,623 3.14 7.76 43.29
3/31/93 80,599,860 1,015,644 342,100 79,242,116 2.37 8.00 40.87
4/30/93 81,939,196 929,373 272,100 80,737,723 2.77 7.70 40.77
5/28/93 83,018,125 850,981 287,100 81,880,044 2.50 8.94 32.01
6/30/93 83,580,304 774,345 316,100 82,489,859 2.33 8.92 28.73
7/30/93 83,745,967 705,456 316,100 82,724,411 2.50 8.75 28.76
8/31/93 84,437,775 629,748 318,600 83,489,427 2.27 5.93 27.26
9/30/93 85,282,786 574,570 338,600 84,369,616 2.09 4.55 26.37
10/29/93 85,827,234 529,084 338,600 84,959,550 3.00 4.32 25.09
11/30/93 86,156,148 488,147 338,600 85,329,401 2.12 6.99 23.89
12/31/93 85,518,169 446,296 372,000 84,699,873 2.89 7.10 23.80
TOTAL -1993 $984,186,228
============
$83,112,776 AVG - 1993 $ 82,015,519 2.60 7.39 32.15
============ ==== ==== =====
PERCENT INCR 1992 TO 1993 9.43%
</TABLE>
