UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 12(b) or (g) of
the
Securities Exchange Act of 1934
(Date of Report (date of earliest event
reported)): December 29, 2008
Crescent
Financial Corporation
(Exact
name of registrant specified in its charter)
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North Carolina
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000-32951
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56-2259050
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1005
High House Road
Cary,
North Carolina 27513
(Address
of principal executive offices)
Registrant’s telephone number,
including area code (919) 460-7770
[not applicable]
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)
Item
5.02(e) Compensatory Arrangements of Certain Officers
Amended Salary Continuation
Agreements. On December 29, 2008, Crescent State Bank (the
“Bank”), a wholly owned subsidiary of Crescent Financial Corporation (the
“Corporation”), entered into an amended salary continuation agreement with
Executive Vice President W. Keith Betts. The amended salary
continuation agreement amends and restates in its entirety Mr. Betts’ October
24, 2007 salary continuation agreement. The agreement was amended to
ensure that benefits under the agreement are paid in a manner and at a time that
are consistent with Internal Revenue Code section 409A, a provision governing
nonqualified deferred compensation. In addition, the amendment
increased Mr. Betts’ normal annual retirement benefit from $50,000 to
$75,000. The change-in-control benefit amount under the amended
agreement is the same as the change-in-control benefit provided under the
October 24, 2007 salary continuation agreement and represents no increase in the
amount of the change-in-control benefit for Mr. Betts.
Amended Employment
Agreement. On December 29, 2008, the Corporation and the Bank
entered into a new employment agreement with Executive Vice President W. Keith
Betts, superseding his October 24, 2007 agreement. Again, the
principal reason for replacement of the existing employment agreement was to
ensure compliance with the requirements of Internal Revenue Code section
409A. In addition, the prohibition against competition after
employment termination will last for two years if employment termination occurs
before September 1, 2011 or one year if employment terminates after September 1,
2011 but before Mr. Betts attains age 60. He will not be prohibited
from competing if his employment terminates after he attains age
60.
The preceding summaries of Mr. Betts’
Amended Salary Continuation Agreement and Employment Agreement and the amendment
of the Amended Salary Continuation Agreements of Messrs. Elder, Holder, and
Vaughn is qualified in its entirety by reference to the exhibits attached hereto
or incorporated herein by reference.
Item
9.01(d) Exhibits
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10(xviii)
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Amended
Salary Continuation Agreement with W. Keith Betts, dated December 29, 2008
(filed herewith)
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10(xx)
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Employment
Agreement with W. Keith Betts, dated December 29, 2008 (filed
herewith)
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Signatures
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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Crescent
Financial Corporation
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Date:
December 29, 2008
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/s/ Michael G.
Carlton
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Michael
G. Carlton
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President
and Chief Executive
Officer
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EXHIBIT
INDEX
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EXHIBIT
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NUMBER
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DESCRIPTION
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10(xviii)
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Amended
Salary Continuation Agreement with W. Keith Betts, dated December 29, 2008
(filed herewith)
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10(xx)
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Employment
Agreement with W. Keith Betts, dated December 29, 2008 (filed
herewith)
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