[GRAPHIC OMITTED]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 2000 Annual Meeting of the Shareholders of Citizens Community
Bancorp, Inc. will be held at The Deck, located in the Shops of Marco, 1839 San
Marco Road, Marco Island, Florida on:
Tuesday, April 18, 2000
at
11:00 a.m. Eastern Standard Time
for the following purposes:
PROPOSAL I. To elect eight (8) directors to one year terms expiring in 2001.
PROPOSAL II. To consider and vote upon Citizens Community Bancorp, Inc. Year
2000 Advisory Board Members' Stock Option and Limited Rights
Plan.
PROPOSAL III. To consider and vote upon an amendment to Citizens Community
Bancorp, Inc.'s 1996 Incentive Stock Option Plan, to increase the
number of shares of common stock available to be granted to
351,000.
PROPOSAL IV. To ratify the appointment of Hacker, Johnson, Cohen & Grieb,
P.A., as the independent auditors of Citizens Community Bancorp,
Inc. for the fiscal year ending December 31, 2000.
PROPOSAL V. Approve the adjournment of the Annual Meeting to solicit
additional proxies in the event that there are not sufficient
votes to approve any one or more of the foregoing proposals.
o To transact such other business as properly may come before the
Annual Meeting.
Only those shareholders who were shareholders of record at the close of
business on February 29, 2000, will be entitled to vote in person or by proxy at
the Annual Meeting or any adjournment thereof.
All shareholders are cordially invited to attend the Annual Meeting in
person, but we urge you to complete, sign, and date the enclosed proxy and
return it in the envelope provided as promptly as possible, whether or not you
plan to attend the Annual Meeting. If you do attend the Annual Meeting, you may
revoke the proxy and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Bruce G. Fedor
-----------------------------------
Bruce G. Fedor, Corporate Secretary
Marco Island, Florida
March 10, 2000
<PAGE>
[GRAPHIC OMITTED]
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 18, 2000
--------------------------
Solicitation and Voting of Proxies
This Proxy Statement and the accompanying Proxy Card are being
furnished to shareholders of Citizens Community Bancorp, Inc. ("Company"), the
parent company of Citizens Community Bank of Florida ("Citizens Bank"), Citizens
Financial Corp. and CCB Mortgage Corp., in connection with the solicitation of
proxies by the Board of Directors to be used at the Company's Annual Meeting of
Shareholders ("Annual Meeting"), or any adjournment thereof, which will be held
on Tuesday, April 18, 2000, at 11:00 a.m., Eastern Time at The Deck located in
the Shops of Marco, 1839 San Marco Road, Marco Island, Florida.
Regardless of the number of shares of common stock that you may own, it
is important that as a shareholder you be represented by proxy or in person at
the Annual Meeting. We would ask that you complete the enclosed Proxy Card and
return it signed and dated in the enclosed postage paid envelope. Please
remember to indicate the way you wish your shares to be voted in the space
provided on the Proxy Card. Proxies solicited by the Board of Directors of the
Company will be voted in accordance with the directions given therein. Where no
instructions are indicated, proxies will be voted:
"FOR" the director nominees;
"FOR" the adoption of the Citizens Community Bancorp, Inc. Year 2000
Advisory Board Members' Stock Option and Limited Rights Plan;
"FOR" an amendment to the Company's 1996 Incentive Stock Option Plan to
increase the number of shares available to be granted to 351,000 shares
of common stock;
"FOR" the ratification of the appointment of Hacker, Johnson, Cohen &
Grieb, P.A., as the independent auditors of the Company for the fiscal
year ending December 31, 2000; and
"FOR" the adjournment of the Annual Meeting to solicit additional
proxies in the event there are not sufficient votes to approve one or
more of the foregoing proposals.
Revocation of Proxy
Your presence at the Annual Meeting will not automatically revoke your
proxy. You may revoke a proxy at any time prior to the polls closing at the
Annual Meeting by:
o Filing with the Company's Corporate Secretary a written notice of
revocation;
o By delivering to the Company a duly executed Proxy Card
bearing a later date; or
o By attending the Annual Meeting and voting in person.
<PAGE>
Citizens Community Bancorp, Inc. April 18, 2000
Proxy Statement
Page 2
Voting Securities
The Securities which may be voted at this Annual Meeting consist of
shares of common stock of the Company, with each share entitling its owner to
one vote for the election of directors and any other matters that may come
before the Annual Meeting. The close of business on February 29, 2000, has been
fixed by the Board of Directors as the record date ("Record Date") for the
determination of shareholders entitled to notice of and to vote at this Annual
Meeting and any adjournment thereof. The total number of shares of the common
stock outstanding on the Record Date was 3,486,767, which are held by
approximately 785 shareholders. The presence, in person or by proxy, of at least
a majority of the total number of outstanding shares of common stock is
necessary to constitute a quorum at the Annual Meeting.
If your shares are held in street name, your brokerage firm, under
certain circumstances, may vote your shares. Brokerage firms have authority
under New York Stock Exchange rules to vote customers' unvoted shares on certain
"routine" matters, including election of directors. There are two non-routine
matters being considered at this Annual Meeting; Proposal II, the adoption of
the Citizens Community Bancorp, Inc. Year 2000 Advisory Board Member Stock
Option and Limited Rights Plan; and Proposal III, an amendment to the Company's
1996 Incentive Stock Option Plan. If you do not vote your proxy, your brokerage
firm may either:
o Vote your shares on routine matters; or
o Leave your shares unvoted.
We encourage you to provide instructions to your brokerage firm as to
how your proxy should be voted. This ensures your shares will be voted at the
Annual Meeting.
When a brokerage firm votes its customers' unvoted shares on routine
matters, these shares are counted for purposes of establishing a quorum to
conduct business at the meeting. A brokerage firm cannot vote customer shares on
non-routine matters. Accordingly, these shares are not counted in regard to
non-routine matters, rather than as votes against a matter.
Certain Shareholders
As of February 29, 2000, no persons or apparent groups of persons,
other than officers of directors of the Company and its subsidiaries, and the
following person, are known by management to beneficially own five percent or
more of the outstanding shares of the Company's common stock:
Name Amount of Common Stock Percent of Class
- -------------------------- -------------------------- -----------------
Richard Storm, Jr. 508,229 (1) 14.57%
215 Waterside Circle #201
Marco Island, Florida 34145
(1) Amount does not include stock options to acquire 10,800 shares of common
stock, as disclosed on page 7 of this Proxy Statement.
650 East Elkcam Circle - Marco Island, Florida 34145
<PAGE>
Citizens Community Bancorp, Inc. April 18, 2000
Proxy Statement
Page 3
PROPOSAL I - ELECTION OF DIRECTORS
The Company's Board of Directors is composed of eleven members. At the
1999 Annual Meeting, the Company's shareholders approved an amendment to the
Articles of Incorporation which reduced the terms of the directors from three
years to one year. Directors whose three year terms had not expired are being
permitted to complete their full three year terms.
The Board of Directors has nominated eight directors to stand for
election for one year terms at this Annual Meeting. The nominees to fill the
terms are Diane M. Beyer, John V. Cofer, Joel M. Cox Sr., Thomas B. Garrison,
James S. Hagedorn, Dennis J. Lynch, Robert A. Marks and Louis J. Smith.
It is intended that the proxies solicited by the Board of Directors
will be voted "FOR" the election of the director nominees. If any nominee is
unable to serve, the shares represented by all valid proxies will be voted for
the election of such substitute as the Board may recommend. At this time we know
of no reason why any nominee might not be able to serve.
The following table presents information concerning each of the
director nominees, as well as the continuing directors.
DIRECTORS STANDING FOR ELECTION
DIANE M. BEYER - Director since 1995.
Term will expire 2001.
Photo Ms. Beyer, age 60, is a founding director and Assistant
Secretary of the Company and is a member of its Executive, Audit
and Loan Committees. She is also a founding director and Vice
Chairman of the Board of Directors of Citizens Bank, chairing its
Executive and Compensation & Personnel Committees. She is also a
member of Citizens Bank's Audit, CRA and Leadership Awards
Committees. Ms. Beyer, a human resources consultant, has business
experience in administration. She is currently a Managing Partner
of RFB Associates, L.L.C., a Naples-based consulting firm. Before
relocating to Naples, Florida in 1993, Ms. Beyer was Corporate
Secretary and Human Resources Manager of a large real estate
development company in Southern California. Ms. Beyer is a member
of the National Association of Women in Construction and is on
the Board of Directors of a non-profit volunteer organization
providing needed services to women in Naples and surrounding
communities.
JOHN V. COFER - Director since 1999.
Term will expire 2001.
Photo Mr. Cofer, age 56, is a member of the Board of Directors of
the Company. Mr. Cofer is Chairman of the Strategic Planning
Committee. Mr. Cofer's prior business interests included Senior
Partner of Oxford Development Corp. of Bethesda, MD, where Mr.
Cofer was responsible for the development of over 16,000 housing
units and the management of over 27,000 housing units in nine
states. He was also President of Krupp Development of Boston, MA.
Mr. Cofer is a member of the Beach Committee and the Architect
Review Committee of the Marco Island Civic Association and a
member of the Board of Directors of Gulfview Condominium.
650 East Elkcam Circle - Marco Island, Florida 34145
<PAGE>
Citizens Community Bancorp, Inc. April 18, 2000
Proxy Statement
Page 4
JOEL M. COX, SR. - Director since 1995.
Term will expire 2001.
Photo Mr. Cox, age 61, has 38 years of experience in banking and
insurance. Mr. Cox is a founding director of the Company and
serves as Chairman of the Executive Committee. Mr. Cox is a
member of the Board of Citizens Bank and is Chairman of the
Asset/Liability Committee and the Vice Chairman of the Loan
Committee. He also serves on Citizens Bank's Audit, Building and
Facilities, Compensation and Personnel and Executive Committees.
Mr. Cox has been Vice President and Director of Cox Insurance
Agency, Inc. of Marco Island, Florida, since 1985. He currently
serves as Vice President of the Kiwanis Club of Marco Island and
serves on the Chamber of Economic Development Committee.
JAMES S. HAGEDORN - Director since 1996.
Term will expire 2001.
Photo Mr. Hagedorn, age 57, is a director and the Vice Chairman of
the Company. He is also a member of the Executive Committee. Mr.
Hagedorn is a member of the Board of Directors of Citizens Bank,
where he serves as Chairman of the Loan Committee. Mr. Hagedorn
has been President and Director of Waterside Development Corp.
since 1995. He served as Chairman, President and CEO of The
Merchant Bancorporation of Florida from 1986 through 1994.
THOMAS B. GARRISON - Director since 1995.
Term will expire 2001.
Photo Mr. Garrison, age 54, is a founding director of the Company
and served as Chairman of the Year 2000 Committee. Mr. Garrison
has over 30 years of experience in the design and development of
major software projects. Formerly with the Barron-Collier
Companies, where he served as the Management Information Systems
Director and Chief Information Officer. Mr. Garrison has been a
Collier County resident, residing in Naples, Florida, since 1988
and has been an active member of several Collier County civic
organizations, including Toastmasters, Naples Investment Club,
Small CAP Investment Club, Naples Computer Club, and the
Latin-American Business Association.
650 East Elkcam Circle - Marco Island, Florida 34145
<PAGE>
Citizens Community Bancorp, Inc. April 18, 2000
Proxy Statement
Page 5
DENNIS J. LYNCH - Director since 1995.
Term will expire 2001.
Photo Mr. Lynch, age 58, is a founding director of the Company and
serves as Chairman of the ALCO and is a member of the Executive
and Loan Committees, and Chairman of the Board of Directors of
Citizens Financial Corp. Mr. Lynch has been involved in the real
estate sales and development business since moving to Naples in
1971. He has been the owner and President of Dennis J. Lynch and
Associates, a real estate sales agency established in 1979. Since
1979, his firm has developed and been involved in the management
of over 560,000 square feet of commercial real estate space in
Collier County.
ROBERT A. MARKS, CLU - Director since 1999.
Term will expire 2001.
Photo Mr. Marks, age 68, is a member of the Board of Directors of
the Company. Mr. Marks is a Director of Citizens Bank and is
Chairman of its CRA Committee, Chairman of its Advisory Board and
a member of Audit, Building and Facilities, Compensation and
Personnel, Executive and Loan Committees. Mr. Marks' prior
business interest is in the insurance industry as Regional
Manager with Metropolitan Life in Nashville Tennessee, where he
was in charge of the company's operations in the states of
Tennessee and Kentucky. He retired in 1986 after 30 years
Metropolitan Life.
LOUIS J. SMITH - Director since 1997.
Term will expire 2001.
Photo Mr. Smith, age 75, is a member of the Board of Directors of
the Company and serves on its Audit Committee. Mr. Smith was a
self-employed pharmacist for 34 years, and currently owns and
operates Pat's Hallmark in the Shops of Marco on Marco Island and
is the Officer in Charge of the U.S. Post Office in Marco Island.
Mr. Smith was formerly a director for the 1st Wisconsin Bank of
Wisconsin (now First-Star).
650 East Elkcam Circle - Marco Island, Florida 34145
<PAGE>
Citizens Community Bancorp, Inc. April 18, 2000
Proxy Statement
Page 6
CONTINUING DIRECTORS
STEPHEN A. McLAUGHLIN - Director since 1995.
Term will expire 2002.
Photo Mr. McLaughlin, age 53, is a founding director of the
Company and of Citizens Bank. He serves as Chairman of the Loan
Committee and was also a member of the Year 2000 Committee. Mr.
McLaughlin's business involves the operations of several
Maine-based real estate consulting and timber companies,
including Stillwater Land & Lumber Limited.
RICHARD STORM, JR. - Director since 1995.
Term will expire 2002.
Photo Mr. Storm, age 58, is a 20 year resident of Collier County,
Florida and is a founding director, Chairman of the Board and CEO
of the Company and also serves on the Executive and Strategic
Planning Committees of the Board. He is also the Chairman of the
Board and CEO of Citizens Bank, where he serves on the Executive,
Loan, Building Facilities, and Loan Loss Recovery Committees. Mr.
Storm has over 25 years of director experience in banking and
recently completed a term as an at- large director for Group VI
of the Community Bankers of Florida. From 1987 to 1994, Mr. Storm
served as Director and Corporate Secretary, and also served on
various Board Committees for Citizens National Corporation, a
bank holding company located in Naples, Florida. Following
Citizens National's merger with AmSouth Bank of Florida in 1994,
Mr. Storm served as a City Director of AmSouth Bank until April
1995. Prior to moving to Florida, Mr. Storm served on the Board
of Directors of Danbury Bank and Trust in Connecticut. In
addition to his bank affiliations, Mr. Storm has an extensive
background in real estate management, marketing, finance and
development. He is currently Chairman of Community Broadcasting
Corporation, President of LoanStar Capital, Inc. (a mortgage and
venture capital company), President of Deer Run Properties, Inc.
(a real estate development company) and Chairman and President of
Cumberland Properties, Inc., a shopping center owner/operator
with principal offices in Windham, Maine.
JOHN G. WOLF - Director since 1997.
Term will Expire 2002.
Photo Dr. Wolf, age 52, is Assistant Treasurer and a member of the
Board of Directors of the Company and serves as the Chairman of
the Audit Committee. Dr. Wolf is a practicing dentist in Naples,
Florida and is on the Board of Directors of the Florida Sports
Shooting Association, and a member of the Governor's Council on
Sports and Fitness. Dr. Wolf is also involved in health care
delivery and the development and marketing of dental practices.
650 East Elkcam Circle - Marco Island, Florida 34145
<PAGE>
Citizens Community Bancorp, Inc. April 18, 2000
Proxy Statement
Page 7
Beneficial Stock Ownership
The following table contains information regarding the current
beneficial ownership of common stock by each of the Company's directors and
executive officers, and all of the directors and executive officers as a group,
as of the Record Date. As required by Rule 13d-3, under the Securities Act of
1933, the number and percentage of shares held by each person reflects the
number of shares that person currently owns, plus the number of shares that
person has the right to acquire.
<TABLE>
Number of % of Beneficial
Name Shares Owned (1) Right to Acquire (2) Ownership
<S> <C> <C> <C>
Diane M. Beyer 19,008 10,800 0.85%
John V. Cofer 500 10,800 0.32%
Joel M. Cox, Sr. (3) 66,107 10,800 2.20%
Bruce G. Fedor (6) 2,160 10,800 0.37%
Thomas B. Garrison(4) 57,780 10,800 1.96%
Robert J. David (6) -0- 26,600 0.76%
James S. Hagedorn (5) 25,380 10,800 1.04%
Dennis J. Lynch 77,200 10,800 2.52%
Robert A. Marks 16,200 10,800 0.77%
Stephen A. McLaughlin 99,360 10,800 3.16%
Gregory E. Smith (6) -0- 35,000 0.99%
Louis J. Smith 11,230 10,800 0.63%
Richard Storm, Jr.(7) 508,229 10,800 14.89%
John J. Wolf 59,400 10,800 2.01%
All Directors and Executive
Officers as a Group (14 persons) 942,554 191,200 30.83%
<FN>
(1) Includes shares for which the named person:
o has sole voting and investment power,
o has shared voting and investment power with a spouse, or
o holds in an IRA or other retirement plan program, unless otherwise
indicated in these footnotes, but
o does not include shares that may be acquired by exercising stock
options.
(2) Includes shares that may be acquired by exercising vested stock options.
(3) Includes 19,791 shares owned by various family members.
(4) Includes 1,080 shares held by his wife's Individual Retirement Account.
(5) Includes 1,080 shares held by Robert W. Baird & Co. as trustee FBO for Mr.
Hagedorn's spouse.
(6) An executive officer, not a director.
(7) Includes 29,015 shares held by his wife, Kathleen Storm, in her Profit
Sharing Plan.
</FN>
</TABLE>
The Board of Directors recommends that shareholders vote "FOR"
election of the nominees.
650 East Elkcam Circle - Marco Island, Florida 34145
<PAGE>
Citizens Community Bancorp, Inc. April 18, 2000
Proxy Statement
Page 8
Board of Director Meetings
The Board of Directors holds meetings on a regular basis. No current
director attended fewer than 75% of the total meetings of the Board of Directors
during 1999. The Company, Citizens Bank and Citizens Financial Corp. each pay
directors' fees to their outside directors. Directors receive $100 for each
Board meeting attended and $25 for each Committee meeting attended. Chairmen of
each committee receive $50 for each meeting attended.
The Board is divided into five standing committees. Their duties are
described as follows:
ALCO - Establishes the asset and liability management policies of the
Company, monitors and sets limitations for interest-rate risk and formulates
loan pricing.
Audit Committee - Reviews auditing, accounting, financial reporting and
internal control functions. Recommends the Company's independent accountant and
reviews their services. All members are non-employee directors.
Executive Committee - Meets as needed and has limited powers to act on
behalf of the Board whenever the Board is not in session. If any non-employee
director requests that a matter be addressed by the entire Board rather than the
Executive Committee, such matter is automatically submitted to the full Board.
Loan Committee - Meets as required to act upon loan requests to be
handled singularly by the Company or jointly with Citizens Bank.
Year 2000 Committee - Met monthly with management to evaluate the
progress made and the steps taken to ensure that the Company's computer and data
processing systems were Year 2000 compliant.
The following table reflects each director's committee assignments for
1999.
Year
Board ALCO Audit Executive Loan 2000
Diane M. Beyer X X X X X
Joel M. Cox, Sr. X X X X
John V. Cofer X
Thomas B. Garrison X X
James S. Hagedorn X X
Dennis J. Lynch X X X X
Robert A. Marks X
Stephen A. McLaughlin X X X
Louis J. Smith X X
Richard Storm, Jr. X X
John J. Wolf X X X
- --------------------------------------------------------------------------------
Meetings Held in 1999 8 2 3 4 1 14
- --------------------------------------------------------------------------------
650 East Elkcam Circle - Marco Island, Florida 34145
<PAGE>
Citizens Community Bancorp, Inc. April 18, 2000
Proxy Statement
Page 9
Report of the Board of Directors on Executive Compensation
Compensation Philosophy - The Board of Directors believes that there is
a close relationship between the financial interests of the Company's
shareholders and our officers and key employees, including the officers of the
Company's subsidiaries. The Board further believes that compensation for
officers and key employees should be structured in such a way that total
compensation consists of a base salary, as well as short- and long-term
incentive awards. To that end, the Company has created a compensation program
that provides for base salaries that are believed to be competitive within the
industry for persons with comparable responsibilities, combined with annual cash
bonus awards tied to specific performance, as well as long-term stock option
awards, which are also related to the Company's performance and the performance
of the officer or employee and their base salary levels.
Executive Base Salary - Base salaries for executive officers are
established primarily through the use of peer group salary evaluations. The
Board of Directors utilizes published compensation studies with regard to
compensation levels and practices of comparable commercial banks and financial
institutions in order to formulate its recommendation regarding executive
officer salaries. For fiscal year 2000, the base salaries for Richard Storm,
Jr., Chief Executive Officer of the Company and Citizens Bank and Gregory E.
Smith, President and Chief Financial Officer of the Company and President and
Chief Operations Officer of Citizens Bank were established using the Board's
evaluation of salaries paid to chief executive officers with similar duties at
comparable financial institutions.
Annual Cash Bonus Awards - Cash bonus awards to executive officers, if
any, are determined annually by the Board of Directors and are based primarily
on the Company's financial results for that year. Objectives are established
annually by the Board and cash bonus awards are determined in relationship to
achievements relative to these objectives.
Long-Term Pay Compensation - The long-term compensation plan is
structured around the Company's 1996 Incentive Stock Option Plan.
The following Summary Compensation Table shows compensation information
regarding Richard Storm, Jr., Chairman of the Board and Chief Executive Officer
of the Company and Citizens Bank, Gregory E. Smith, President and Chief
Financial Officer of the Company and President and Chief Operations Officer of
Citizens Bank and Michael Micallef, Jr., former President and Chief Executive
Officer of Citizens Bank. No other executive officer received compensation at a
level required to be reported herein by Securities and Exchange Commission
regulations.
(Table to Follow on Next Page)
650 East Elkcam Circle - Marco Island, Florida 34145
<PAGE>
Citizens Community Bancorp, Inc. April 18, 2000
Proxy Statement
Page 10
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
-------------------------------------------------
Annual Compensation Awards Payouts
------------------------------------- ----------- -----------
(d) (e) (f) (g) (h) (i)
Name and Principal Year Salary($) Bonus($) Other Annual Restricted Securities LTIP All Other
Position Compensation Awards Underlying Payouts Compensations
($) Options ($) ($)
<S> <C> <C>
Richard Storm, Jr. 1999 $18,400 - - - - - -
Chairman and CEO of 1998 $24,000 - - - - - -
the Company and
Citizens Bank.
Michael Micallef, Jr. 1999 $54,154 - - - - - -
President and CEO of 1998 $82,000 - $6,612 - - - -
Citizens Bank. (1) 1997 $48,396 $5,000 $9,115 - 32,400 - -
Gregory E. Smith 1999 $59,039 - $12,500 - 35,000(3) - -
President and CFO of
the Company and
President and COO of
Citizens Bank. (2)
<FN>
(1) Mr. Micallef resigned his positions effective August 13, 1999.
(2) Mr. Smith's employment as Chief Financial Officer became effective on March
8, 1999. Mr. Smith was named President of Citizens Bank effective August 13,
1999, and President of the Company on January 7, 2000.
(3) In 1999, options were granted for 25,000 shares. On January 7, 2000, the
Board granted options for an additional 10,000 shares.
</FN>
</TABLE>
Explanation of Columns
(d) Annual Cash Bonus Award - Annual incentive awards paid for results achieved
during the calendar year, which were paid during the year immediately following
the years indicated.
(e) Other Annual Compensation- All additional forms of cash and non-cash
compensation paid, awarded or earned. Mr. Smith's total includes an automobile
allowance for five months and moving expenses of $10,000. The value of all other
personal benefits and perquisites received by Mr. Storm and Mr. Smith was less
than the required reporting threshold.
(f) Restricted Stock Awards - Stock awarded to an executive that carries vesting
restrictions.
(g) Securities Underlying Options - Grants of stock options made under the
Company's 1996 Incentive Stock Option Plan.
(h) "LTIP" - The dollar value of all payouts pursuant to long-term incentive
plans.
(i) All Other Compensation - All other compensation that does not fall under any
of the aforementioned categories.
Benefits
Insurance - Full-time officers of the Company and its subsidiaries are
provided hospitalization, major medical, short- and long-term disability, dental
insurance, and term life insurance under group plans on generally the same basis
to all full-time employees.
650 East Elkcam Circle - Marco Island, Florida 34145
<PAGE>
Citizens Community Bancorp, Inc. April 18, 2000
Proxy Statement
Page 11
Employment Contracts
The Company and Citizens Bank have entered into joint employment
agreements with two executive officers, Richard Storm, Jr., Chairman of the
Board and Chief Executive Officer of both the Company and Citizens Bank and
Gregory E. Smith, President and Chief Financial Officer of the Company, and
President and Chief Operations Officer of Citizens Bank. The following is a
summary of the pertinent terms of these agreements.
Richard Storm, Jr.'s employment agreement became effective on January
1, 2000. Pursuant to its terms, Mr. Storm is to receive an annual base salary of
$63,000, plus an automobile allowance and a local business club membership. Each
year, Mr. Storm is entitled to: (i) receive a performance bonus based upon the
Company's pre-tax income; (ii) participate in Citizens Bank's profit sharing
pool; (iii) receive a stock appreciation incentive bonus ("SAI bonus") based on
the annual increase in the "Fair Market Value" (as that term is defined in the
employment agreement) of 25,000 shares of the Company's common stock. The SAI
bonus will be paid in cash at the end of each calendar year.
The original term of the employment agreement is one year. Each day
during the term of the employment agreement, until Mr. Storm's 65th birthday,
the employment agreement automatically renews for one additional day. Therefore,
at all times, Mr. Storm's employment agreement has a one year term. Any party to
the agreement may cease the automatic renewals by notifying the other parties of
their intent to not renew. In addition, any party may terminate the agreement by
delivering to the others a notice of termination. If Mr. Storm terminates the
agreement and his employment, his notice must specify a date of termination not
less than 60 days form the date of the notice. If the Company or Citizens Bank
terminates the agreement, the date of termination must be not less than 30, nor
more than 45, days from when their notice is given.
Mr. Storm's employment agreement permits termination by the Company or
Citizens Bank for "just cause" and by Mr. Storm for "good reason," which
includes termination due to a "change in control" of the Company or Citizens
Bank, as those terms are defined in the agreement. In the event the agreement is
terminated by the Company or Citizens Bank for reasons other than "just cause"
or by Mr. Storm for "good reason," Mr. Storm is to receive, as severance, his
base salary for the longer of the remainder of the term of the agreement or
twelve months, and any bonus, profit sharing or incentive compensation he would
then have been entitled to under the employment agreement. In the event Mr.
Storm terminates his employment for other than "good reason" or the Company or
the Bank terminate his employment for "just cause," Mr. Storm shall be entitled
to no severance payment.
Gregory E. Smith's employment agreement became effective on January 1,
2000. Pursuant to its terms, Mr. Smith is to receive an annual base salary of
$90,000, plus an automobile allowance. In addition, Mr. Smith is eligible to
participate in Citizens Bank's profit sharing pool, and will also be entitled to
a stock appreciation incentive bonus ("SAI bonus") based on the annual increase
in the "Fair Market Value" (as that term is defined in the employment agreement)
of 10,000 shares of the Company's common stock. The SAI bonus will be paid in
cash at the end of each calendar year.
The original term of the employment agreement is one year. Each day
during the term of the agreement, until Mr. Smith's 65th birthday, the
employment agreement automatically renews for one additional day. Therefore, at
all times, Mr. Smith's employment agreement has a one year term. Any party to
the agreement may cease the automatic renewals by notifying the other parties of
their intent to not renew. In addition, any party may terminate the agreement by
delivering to the others a notice of termination.
650 East Elkcam Circle - Marco Island, Florida 34145
<PAGE>
Citizens Community Bancorp, Inc. April 18, 2000
Proxy Statement
Page 12
If Mr. Smith terminates the employment agreement and his employment,
his notice must specify a date of termination not less than 60 days, nor more
than 90 days, from the date of the notice. At the Company's or Citizens Bank's
option, that time may be shortened. If the Company of Citizens Bank terminates
the agreement, the date of termination is, at the discretion of the Company or
Citizens Bank, either a date specified in the notice the date the notice is
given. Mr. Smith's employment agreement permits termination by the Company or
Citizens Bank for reasons other than "just cause" and by Mr. Smith for "good
reason," as those terms are defined in the agreement. In the event the agreement
is terminated by the Company or Citizens Bank for reasons other than "just
cause" or by Mr. Smith for "good reason," Mr. Smith is to receive, as severance,
his base salary for six months. In the event the Company or Citizens Bank
undergoes a change in control (as defined in the employment agreement), Mr.
Smith is guaranteed to receive two years' base salary whether or not the
acquiror retains him as an employee. Therefore, if an acquiror reduces Mr.
Smith's base salary within two years of the acquisition, Mr. Smith may terminate
the employment agreement for "good reason" and receive, as severance, his base
salary until the second anniversary following the change in control. However, in
the event such termination is within the second year following the change in
control, Mr. Smith is guaranteed to receive, as severance, a minimum of one
years' base salary. Should Mr. Smith terminate his employment for other than
"good reason" or the Company or Citizens Bank terminate his employment for "just
cause," Mr. Smith will not be receive any severance compensation.
Upon the termination of Mr. Smith's employment for any reason,
including the expiration of the agreement, Mr. Smith will be prohibited from
working for any financial institution in Collier and Lee Counties, Florida for a
period of one year.
PROPOSAL II - APPROVAL OF CITIZENS
COMMUNITY BANCORP, INC. YEAR 2000 ADVISORY BOARD MEMBERS'
STOCK OPTION AND LIMITED RIGHTS PLAN
On December 16, 1999, the Board of Directors adopted the Citizens
Community Bancorp, Inc. Year 2000 Advisory Board Members' Stock Option and
Limited Rights Plan ("Adviser's Plan") to provide for the grant of non-
statutory stock options to purchase shares of the Company's common stock and
limited rights (stock appreciation rights) to members of the Advisory Boards for
the Company and its subsidiaries. Advisory Board members are those individuals
who act as advisers to and business developers for the Company, and its
subsidiaries. A copy of the Adviser's Plan is attached hereto as Appendix A.
The purpose of the Adviser's Plan is to advance the interests of the
Company and its subsidiaries by providing its advisers, individuals with strong
community ties and interests, an additional incentive and to attract additional
persons of experience and ability to serve as advisers in the future.
The maximum number of shares of common stock that may be issued
pursuant to options granted under the Adviser's Plan is 10,000. Under the
Adviser's Plan, participants may each be granted an option to purchase up to 200
shares of common stock at a price not less than 100% of its "Fair Market Value"
(as that term is defined in the Adviser's Plan) on the date the option is
granted or $5.00, whichever is greater. At no time may any participant hold
options to purchase more than 200 shares under the Adviser's Plan and no options
will be granted until the Adviser's Plan is approved by a majority vote of the
Company's shareholders.
650 East Elkcam Circle - Marco Island, Florida 34145
<PAGE>
Citizens Community Bancorp, Inc. April 18, 2000
Proxy Statement
Page 13
No stock options may be granted under the Advisers' Plan until one year
after the recipient was first appointed to an Advisory Board. Stock options
granted under the Adviser's Plan will vest in four equal, annual installments
beginning in the year of grant. At the discretion of the Adviser's Plan
administrators, limited rights may be granted in tandem with any options granted
under the Adviser's Plan. Limited rights may only be exercised after six months
from the date of their grant and will terminate upon the exercise or termination
of their underlying option.
All stock options and limited rights held under the Adviser's Plan will
be immediately canceled when the holder is removed from an Advisory Board for
"cause" (as that term is defined in the Adviser's Plan). In the event of the
death or disability of a participant, all options and limited rights held under
the Adviser's Plan, whether or not then exercisable, shall be exercisable (by
the participant or his or her legal representative) for a period of 12 months
following such death or disability. In the event a participant retires from the
Advisory Board, any options or limited rights held under the Adviser's Plan,
whether or not then exercisable, shall be exercisable for a period of 90 days
after such retirement.
The Board of Directors recommends that shareholders vote "FOR" adoption of the
Citizens Community Bancorp Inc. Year 2000 Advisory Board Member Stock Option
and Limited Rights Plan.
PROPOSAL III - AMENDMENT TO THE 1996 INCENTIVE STOCK OPTION PLAN
The Company's 1996 Incentive Stock Option Plan ("Incentive Plan") for
officers and employees of the Company and its wholly owned subsidiaries was
approved by the Company's shareholders at the 1996 Annual Meeting. The Incentive
Plan was amended at the 1998 Annual Meeting increasing the amount of stock
subject to the Incentive Plan to 297,000. All other terms of the Stock Option
Plan remained unchanged. At December 31, 1999, incentive options for 296,240
shares remained outstanding, and 760 unallocated shares were available for
grant. The incentive options have 10 year terms from the date of the grant and
vest at a rate of 20% per year.
The Board of Directors has approved an amendment to the Incentive Plan
to provide an additional 54,000 shares to be available for future grants. The
aggregate number of shares would be increased from 297,000 to 351,000. The Board
believes that these additional shares are necessary in order to continue to
attract qualified and dedicated officers and staff to join the Company's
employee team. All other terms of the Incentive Plan will remain unchanged, upon
passage of this amendment. A copy of the proposed amendment is attached hereto
as Appendix B.
The following table sets forth information concerning the incentive
stock options that have been granted to the directors and the executive officers
of the Company. The share amounts and price per share have been adjusted to
reflect the December 15, 1997, two-for-one stock split, and the December 31,
1998, 8% stock dividend, as appropriate.
(Table to Follow on Next Page)
650 East Elkcam Circle - Marco Island, Florida 34145
<PAGE>
Citizens Community Bancorp, Inc. April 18, 2000
Proxy Statement
Page 14
<TABLE>
Name Shares Granted Effective Date of Grant Price Per Share
- ------------------------------------ ------------------------------- --------------------------------- ----------------------------
<S> <C> <C> <C> <C>
Diane M. Beyer 10,800 May 30, 1995 $ 6.95
Joel M. Cox, Sr. 10,800 May 30, 1995 6.95
John V. Cofer 10,800 November 18, 1999 9.00
Robert J. David 21,600 (1) October 22, 1998 8.80
5,000 (2) August 1, 1999 9.50
Bruce G. Fedor 10,800 (1) November 10, 1997 5.56
Thomas B. Garrison 10,800 May 30, 1995 6.95
James S. Hagedorn 10,800 July 16, 1996 6.95
Dennis J. Lynch 10,800 May 30, 1995 6.95
Robert A. Marks 5,400 January 21, 1997 6.95
5,400 December 16, 1999 9.00
Stephen A. McLaughlin 10,800 July 23, 1998 6.95
Gregory E. Smith 15,000 (1) June 8, 1999 9.50
10,000 (2) August 1, 1999 9.50
10,000 (2) January 7, 2000 9.00
Louis J. Smith 10,800 September 30, 1997 6.95
Richard Storm, Jr. 10,800 May 30, 1995 6.95
Amos D. Watson (Estate) 10,800 November 18, 1999 9.00
John J. Wolf 10,800 April 29, 1997 6.95
- ------------------------------------ ------------------------------- --------------------------------- ----------------------------
<FN>
(1) Granted in connection with initial employment.
(2) Granted for performance in fiscal year 1999.
</FN>
</TABLE>
The Board of Directors recommends that shareholders vote "FOR" the adoption of
the Amendment to the Company's 1996 Incentive Stock Option Plan.
PROPOSAL IV - RATIFICATION OF APPOINTMENT OF
AUDITORS FOR FISCAL YEAR ENDING DECEMBER 31, 2000
The Company's independent auditors since its incorporation and for the
fiscal year ended December 31, 1999, has been Hacker, Johnson, Cohen & Grieb,
P.A. The Board of Directors have appointed Hacker, Johnson, Cohen & Grieb, P.A.,
to be its independent auditors for the fiscal year ending December 31, 2000,
subject to shareholder ratification.
The Board of Directors recommends that shareholders vote "FOR" the ratification
of the appointment of Hacker, Johnson, Cohen & Grieb, P.A., as the independent
auditors for the fiscal year ending December 31, 2000.
PROPOSAL V - ADJOURNMENT OF ANNUAL MEETING
The Company seeks approval to adjourn the Annual Meeting in the event
that the number of proxies sufficient to approve Proposals I, II, III or IV are
not received by April 18, 2000. In order to permit proxies that have been
received by the Company at the time of the Annual Meeting to be voted, if
necessary, for the adjournment, the Company is submitting the question of
adjournment to the shareholders as a separate proposal.
650 East Elkcam Circle - Marco Island, Florida 34145
<PAGE>
Citizens Community Bancorp, Inc. April 18, 2000
Proxy Statement
Page 15
If it becomes necessary to adjourn the Annual Meeting, and the adjournment is
for a period less than 30 days, no notice of the time and place of the adjourned
meeting will be given to the shareholders, other than an announcement made at
the Annual Meeting.
The Board of Directors recommends that shareholders vote "FOR"
the approval of the adjournment of the Annual Meeting.
Solicitation
The cost of soliciting proxies on behalf of the Board of Directors for
the Annual Meeting will be borne by the Company. Proxies may be solicited by
directors, officers or regular employees of the Company or its subsidiaries in
person or by telephone, telegraph or mail. The Company will request persons,
firms and corporations holding shares in their names, or in the names of their
nominees, which are beneficially owned by others, to send proxy materials to and
obtain proxies for such beneficial owners, and will reimburse such holders for
their reasonable out-of-pocket expenses in doing so.
Shareholder Proposals
In order to be eligible for inclusion in the Proxy materials for next
year's Annual Meeting of Shareholders, any shareholder proposal to take action
at such Annual Meeting must be received at the Corporate Office of the Company,
650 East Elkcam Circle, Marco Island, Florida 34145 on or before December 23,
2000. Proposals must comply with the provisions of 17 C.F.R. Section 240.14a-8
("Rule 14a") of the rules and regulations of the Securities and Exchange
Commission in order to be included in the Company's Proxy materials.
New business may be taken up at the Annual Meeting, provided the
proposal is stated in writing and filed with the Company's Corporate Secretary
at least five days before the Annual Meeting. Any shareholder may make any other
proposal at the Annual Meeting and the same may be discussed and considered, but
unless stated in writing and filed with the Corporate Secretary by the above
date, such proposal shall be laid over for action at an adjourned Annual Meeting
or at a Special Meeting taking place 30 days or more thereafter. This provision
does not prevent the consideration and approval or disapproval at the Annual
Meeting of reports of officers, directors, and committees. In connection with
such reports, however, no new business shall be acted upon at such Annual
Meeting unless stated and filed as provided herein.
Financial Statements
The 1999 Annual Report containing consolidated audited financial
statements for the year ended December 31, 1999, accompanies this Proxy
Statement.
Other Matters
The Board of Directors knows of no other matters to be brought before
the Annual Meeting. If other matters should, however, come before the Annual
Meeting, it is the intention of the persons names in the enclosed Revocable
Proxy to vote in accordance with their judgement and in the best interest of the
Company.
CITIZENS COMMUNITY BANCORP, INC.
Marco Island, Florida
March 10, 2000
650 East Elkcam Circle - Marco Island, Florida 34145
<PAGE>
APPENDIX A
CITIZENS COMMUNITY BANCORP, INC.
YEAR 2000 ADVISORY BOARD MEMBERS'
STOCK OPTION AND LIMITED RIGHTS PLAN
1. PURPOSE
The purpose of Citizens Community Bancorp, Inc.'s ("Company") Year 2000
Advisory Board Members' Stock Option and Limited Rights Plan ("Members'
Plan") is to advance the interests of the Company, its subsidiaries and
its shareholders by providing the Advisory Board Members of the
Company's wholly owned subsidiaries, upon whose advice the Company and
its subsidiaries depends, with an additional incentive to serve on
Advisory Boards for the Company's subsidiaries, as well as, to attract
people of experience and ability to serve as Advisory Board Members in
the future.
2. DEFINITIONS
(a) "Advisory Board Members" means the Advisory Board Members of the
Company and its subsidiaries.
(b) "Award" means an Award of Non-Statutory Stock Options and/or
Limited Rights granted under the provisions of the Advisory Board
Members' Plan.
(c) "Committee" means the Executive Committee of the Board of
Directors of the Company.
(d) "Members' Plan Year or Years" means a calendar year or years
commencing on or after January 1, 2000.
(e) "Date of Grant" means the actual date on which an Award is
granted by the Committee.
(f) "Common Stock" means the common stock of the Company, par value,
$0.01 per share.
(g) "Fair Market Value" means, when used in connection with the
Common Stock on a certain date, the reported closing price of the
Common Stock as reported by the National Association of
Securities Dealers Automated Quotation System (as published by
the Wall Street Journal, if published) on the day prior to such
date or if the Common Stock was not traded on such date, on the
next preceding day on which the Common Stock was traded thereon.
If the Common Stock is not traded on a national market reported
by the National Association of Securities Dealers Automated
Quotation System, the Fair Market Value means the average of the
closing bid and asked sale prices on the last previous date on
which a sale is reported in an over-the-counter transaction. In
the absence of any over-the-counter transactions, the Fair Market
Value means the highest price at which the stock has sold in an
arms length transaction during the 90 days immediately preceding
the grant date. In the absence of an arms length transaction
during such 90 days, Fair Market Value means the book value of
the common stock or the adjusted original issue price of $4.50
per share, whichever is higher.
Appendix A - Page 1 of 7
<PAGE>
(h) "Limited Right" means the right to receive an amount of cash
based upon the terms set forth in Section 8.
(i) "Termination for Cause" means the termination upon an intentional
failure to perform stated duties, breach of a fiduciary duty
involving personal dishonesty, which results in material loss to
the Company or one of its subsidiaries or willful violation of
any law, rule or regulation (other than traffic violations or
similar offenses) or final cease-and-desist order issued to the
Company or one of its subsidiaries.
(j) "Participant" for the Plan means an Advisory Board Member of the
Company's subsidiaries chosen by the Committee to participate in
the Members' Plan.
(k) "Change in Control" of the Company means a change in control that
would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended ("Exchange Act") or any
successor disclosure item; provided that, without limitation,
such a Change in Control (as set forth in 12 U.S.C. Section
1841[a] [2] of the Bank Holding Company Act of 1956, as amended)
shall be deemed to have occurred if any person (as such term is
used in Sections 13[d] and 14[d] of the Exchange Act in effect on
the date first written above), other than any person who on the
date hereof is a director or officer of the Company, (i) directly
or indirectly, or acting through one or more other persons, owns,
controls or has power to vote 25% or more of any class of the
then outstanding voting securities of the Company; or (ii)
controls in any manner the election of the directors of the
Company. For purposes of this Agreement, a "Change in Control"
shall be deemed not to have occurred in connection with a
reorganization, e.g. consolidation or merger of the Company where
the stockholders of the Company, immediately before the
consummation of the transaction, will own at least 50% of the
total combined voting power of all classes of stock entitled to
vote of the surviving entity immediately after the transaction.
(l) "Date of Affiliation" means the date on which an Advisory Board
Member was first appointed to an Advisory Board of one of the
Company's subsidiaries.
3. ADMINISTRATION
The Advisory Board Members' Plan shall be administered, as appropriate
depending upon meeting schedule, by either the Executive Committee of
the Board of Directors or the Board of Directors of the Company, which
shall hereinafter collectively be referred to as "Committee". The
Committee is authorized, subject to the provisions of the Advisory
Board Members' Plan, to establish such rules and regulations as it
deems necessary for the proper administration of the Advisory Board
Members' Plan and to make whatever determinations and interpretations
in connection with the Advisory Board Members' Plan it deems as
necessary or advisable. All determinations and interpretations made by
the Committee shall be binding and conclusive on all Participants in
the Advisory Board Members' Plan and on their legal representatives and
beneficiaries.
Appendix A - Page 2 of 7
<PAGE>
4. TYPES OF AWARDS
Awards under the Advisory Board Members' Plan may be granted in any one
or a combination of the following, as defined below in Sections 7 and 8
of the Advisory Board Members' Plan:
(a) Non-Statutory Stock Options; and
(b) Limited Rights
5. STOCK SUBJECT TO THE MEMBERS' PLAN
Subject to adjustment as provided in Section 12, the maximum number of
shares reserved for issuance under the Members' Plan is 10,000 shares
of Common Stock outstanding (sometimes referred to herein as "Option
Shares"). To the extent that options or right granted under the
Advisory Board Members' Plan are exercised, the shares covered will be
unavailable for future grants under the Advisory Board Members' Plan;
to the extent that options together with any related rights granted
under the Advisory Board Members' Plan terminate, expire or are
canceled without having been exercised or, in the case of Limited
Rights exercised for cash, new Awards may be made with respect to these
shares.
6. ELIGIBILITY
The Advisory Board Members of the Company's subsidiaries ("Members"),
except for those Advisory Board Members who are also salaried officers
of the Company or its subsidiaries, shall be eligible to receive
Non-Statutory Stock Options and/or Limited Rights under the Members'
Plan one year after appointment to an Advisory Board. The maximum
number of Option Shares that a Participant shall be eligible to be
awarded shall be 200.
7. GRANT OF NON-STATUTORY STOCK OPTIONS
The Committee may, from time to time, grant Non-Statutory Stock Options
to Members. Non-Statutory Stock Options granted under this Members'
Plan are subject to the following terms and conditions:
(a) Price. The purchase price per share of Common Stock deliverable
upon the exercise of each Non-Statutory Stock Option shall not be less
than 100% of the Fair Market Value of the Common Stock on the date the
option is granted or $5.00 whichever is greater. Shares may be
purchased only upon full payment of the purchase price. Payment of the
purchase price may be made, in whole or in part, through the surrender
of shares of the Common Stock of the Company at the Fair Market Value
of such shares determined in the manner described in Section 2(g).
(b) Terms of Options. The term during which each Non-Statutory Option
may be exercised shall be determined by the Committee, but in no event
shall a Non-Statutory Stock Option be exercisable in whole or in part
more than five years and one day from the Date of Grant.
(c) Vesting. The Committee shall determine the date on which each
Non-Statutory Stock Option shall become exercisable in installments.
Any required vesting period, but no less than twelve (12) months, shall
commence on the Participant's Date of Affiliation. The shares
comprising each installment may be purchased in whole or in part at any
time after such installment becomes exercisable. The Committee may, in
its sole discretion, accelerate the time at which any Non-Statutory
Stock Option may be exercised in whole or in part.
Appendix A - Page 3 of 7
<PAGE>
Notwithstanding the above, in the event of a Change in Control of the
Company, or the death of a Member, all Non-Statutory Stock Options
shall become immediately exercisable.
(d) Termination of Service. Upon the termination of a Member's service
for any reason other than retirement, death or disability or
termination for cause, his or her Non-Statutory Stock Options shall be
exercisable only as to those shares which were immediately purchasable
by him or her at the date of termination and only for a period of 30
days following termination and in the event of retirement 90 days
following retirement. In the event of termination for cause, all rights
under his or her Non-Statutory Stock Options shall expire upon
termination. In the event of the death or disability of a Member all
Non-Statutory Stock Options held by the Member, whether or not
exercisable at such time, shall be exercisable by the Member, or the
Member's legal representatives or beneficiaries for twelve (12) months
following the date of his or her death or disability; provided that in
no event shall the period extend beyond the expiration of the
Non-Statutory Stock Option term.
8. GRANT OF LIMITED RIGHTS
The Committee may grant a Limited Right simultaneously with the grant
of any option, with respect to all or some of the shares covered by
such option. Limited Rights granted under the Members' Plan are subject
to the following terms and conditions:
(a) Terms of Rights. In no event shall a Limited Right be exercisable
in whole or in part before the expiration of six months from the date
of grant of the Limited Right. A Limited Right may be exercised only
upon the occurrence of all of the following conditions: (i) a Change in
Control of the Company; and (ii) the Fair Market Value of the
underlying shares on the day of exercise is greater than the exercise
price of the related option.
Upon exercise of a Limited Right, the related option shall cease to be
exercisable. Upon exercise or termination of an option, any related
Limited Rights shall terminate. The Limited Rights may be for no more
than 100% of the difference between the exercise price and the Fair
Market Value of the Common Stock subject to the underlying option
pursuant to Section 2(g) herein. The Limited Right is transferable only
when the underlying option is transferable and under the same
conditions.
(b) Payment. Upon exercise of a Limited Right, the holder shall
promptly receive from the Company an amount of cash equal to the
difference between the Fair Market Value on the Date of Grant of the
related option and the Fair Market Value of the underlying shares on
the date the Limited Right is exercised, multiplied by the number of
shares with respect to which such Limited Right is being exercised.
(c) Termination of Service. Upon the termination of a Member's service
for any reason other than retirement, death or disability or
termination for cause, any Limited Rights held by him or her shall be
exercisable only as to those shares of the related option which were
immediately purchasable by him or her at the date of termination and
only for a period of 90 days following termination. In the event of
termination for cause all Limited Rights shall expire upon termination.
In the event of termination of service for reason of death or
disability, all Limited Rights held by the Member, whether or not
exercisable at such time, shall be exercisable by the Member or his or
her legal representatives or beneficiaries for twelve (12) months
following the date of his or her death or disability; provided that in
no event shall the period extend beyond the expiration of the related
Non-Statutory Stock Option term.
Appendix A - Page 4 of 7
<PAGE>
9. RIGHTS OF A SHAREHOLDER: NONTRANSFERABILITY
An optionee shall have no rights as a shareholder with respect to any
shares covered by a Non-Statutory Stock Option until the date of
issuance of a stock certificate for such shares. Nothing in the
Members' Plan or in any Award granted confers on any person any right
to continue to serve as an Advisory Board Member of the Company's
subsidiaries.
No Award under the Members' Plan shall be transferable by the optionee
other than by will or the laws of descent and distribution and may only
be exercised during his or her lifetime by the optionee, or by a
guardian or legal representative.
10. AGREEMENT WITH PARTICIPANTS
Each Award of Options and/or Limited Rights will be evidenced by a
written agreement, executed by the Participant and the Company which
describes the conditions for receiving the Awards including the date of
Award, the purchase price, applicable periods, and any other terms and
conditions as may be required by the applicable securities law.
11. DESIGNATION OF BENEFICIARY
A Participant may, with the consent of the Committee, designate a
person or persons to receive, in the event of death, any stock option
or Limited Rights Award to which he or she would then be entitled. Such
designation will be made upon forms supplied by and delivered to the
Company and may be revoked in writing. If a Participant fails
effectively to designate a beneficiary, then his or her estate will be
deemed to be the beneficiary.
12. DILUTION AND OTHER ADJUSTMENTS
In the event of any change in the outstanding shares of Common Stock of
the Company by reason of any stock dividend, split, recapitalization,
merger, consolidation, spin-off, reorganization, combination or
exchange of shares, or other similar corporate change, the Committee
will make such adjustments to previously granted Awards, to prevent
dilution or enlargement of the rights of the Participant, including any
or all of the following:
(a) adjustments in the aggregate number or kind of shares of Common
Stock which may be awarded under the Members' Plan;
(b) adjustments in the aggregate number or kind of shares of Common
Stock covered by Awards already made under the Members' Plan;
(c) adjustments in the purchase price of outstanding Non-Statutory
Stock Options, or any Limited Rights attached to such options.
No such adjustments may, however, materially change the value of
benefits available to a Participant under a previously granted Award.
13. WITHHOLDING
There will be deducted from each distribution of cash and/or Common
Stock under the Members' Plan the amount of tax required to be withheld
by any governmental authority if any.
Appendix A - Page 5 of 7
<PAGE>
14. AMENDMENT OF THE MEMBERS' PLAN
The Board of Directors of the Company may at any time, and from time to
time, modify or amend the Members' Plan in any respect; provided
however, that if necessary to continue to qualify the Members' Plan
under the Securities and Exchange Commission Rule 16(b)-3, shareholder
approval would be required for any such modification or amendments
which:
(a) increases the maximum number of shares for which options may be
granted under the Members' Plan (subject, however, to the provisions of
Section 13 hereof);
(b) reduces the minimum purchase price at which Awards may be granted;
(c) extends the period during which options may be granted or exercised
beyond the times originally prescribed; or
(d) changes the persons eligible to participate in the Members' Plan.
Failure to ratify or approve amendments or modifications to Subsections
(a) through (d) of this Section by shareholders shall be effective only
as to the specific amendment or modification requiring such
ratification. Other provisions, sections, and subsections of this
Members' Plan will remain in full force and effect.
No such termination, modification or amendment may affect the rights of
a Participant under an outstanding Award.
15. EFFECTIVE DATE OF MEMBERS' PLAN
The Members' Plan shall be adopted by the Board of Directors of the
Company and shall become effective upon such date of adoption, or other
date as determined by the Board of Directors of the Company ("Effective
Date"). Following the Effective Date of the Members' Plan, the Members'
Plan shall be submitted to the Company's shareholders for approval. If
the Members' Plan is not approved by shareholders the Members' Plan and
any Awards granted thereunder shall be null and void.
16. TERMINATION OF MEMBERS' PLAN
The right to grant Awards under the Members' Plan will terminate upon
the earlier of 10 years after the Effective Date of the Members' Plan
or the issuance of Common Stock or the exercise of options or related
rights equaling the maximum number of shares reserved under the
Members' Plan as set forth in Section 5. The Board of Directors of the
Company has the right to suspend or terminate the Members' Plan at any
time, provided that no such action will, without the consent of a
Participant, adversely affect his or her rights under a previously
granted Award.
17. APPLICABLE LAW
The Members' Plan will be administered in accordance with the laws of
the State of Florida.
Appendix A - Page 6 of 7
<PAGE>
Adopted this 16th day of December, 1999 by the Executive Committee of the Board
of Directors of the Company.
/s/ Bruce G. Fedor
---------------------------------------
Bruce G. Fedor
Secretary of the Company
Adopted on the ___ day of___________, 2000 by the Company's shareholders.
------------------------------
Richard Storm, Jr.
Chairman of the Company
Appendix A - Page 7 of 7
<PAGE>
APPENDIX B
SECOND AMENDMENT
TO
1996 INCENTIVE STOCK OPTION PLAN
At a regular meeting of the Board of Directors of Citizens Community
Bancorp, Inc. ("Company") held on February 24, 2000, the Board of Directors
adopted a second amendment to "Section 5, Stock Subject to the Plan", of the
1996 Incentive Stock Option Plan ("Incentive Plan"). The Company's shareholders
ratified this amendment at their Annual Meeting held on April 18, 2000. The
amendment increases the amount of stock eligible to be issued under the Plan;
Section 5 of the Plan now states:
5. STOCK SUBJECT TO THE PLAN. Subject to adjustment as provided in Section 13,
the maximum number of shares reserved for issuance under the Plan is 351,000
shares of Common Stock of CCB, par value $0.01 per share. To the extent that
options or rights granted under the Plan are exercised, the shares covered will
be unavailable for future grants under the Plan; to the extent that options
together with any related rights granted under the Plan terminate, expire or are
canceled without having been exercised or, in the case of Limited Rights
exercised for cash, new Awards may be made with respect to these shares.
Adopted this 24th day of February, 2000 by the Board of Directors of the
Company.
/s/ Bruce G. Fedor
------------------------------------
Bruce G. Fedor
Secretary of the Company
Adopted on the ___ day of___________, 2000 by the Company's shareholders.
------------------------------
Richard Storm, Jr.
Chairman of the Company
<PAGE>
X PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE CITIZENS COMMUNITY BANCORP, INC.
This Proxy is Solicited on behalf of
the Board of Directors of
Citizens Community Bancorp, Inc. ("Company")
The undersigned shareholder of the Company hereby appoints Bruce G. Fedor
and/or Stephen A. McLaughlin as Proxies, each with the power to appoint his
substitute and hereby authorizes either of them to represent and to vote, as
designated below, all the shares of the Company held of record by the
undersigned on February 29, 2000, at the Annual Meeting of Shareholders ("Annual
Meeting") to be held at 11:00 a.m. Eastern Time, on Tuesday, April 18, 2000, at
The Deck, located at Shops of Marco, 1839 San Marco Road, Marco Island, Florida
or any adjournment thereof;
I. ELECTION OF DIRECTORS FOR FOR WITHHOLD FOR ALL
ONE-YEAR TERMS EXCEPT
---- ---- ----
Diane M. Beyer Thomas B. Garrison Louis J. Smith
John V. Cofer Dennis J. Lynch James S. Hagedorn
Joel M. Cox, Sr. Robert A. Marks
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- ------------------------------------------
For Against Abstain
II. To approve the Citizens Community Bancorp,
Inc. Year 2000 Advisory Board Members' Stock
Option and Limited Rights Plan. ----- ----- -----
III. To approve an amendment to the Company's
1996 Incentive Stock Option Plan to increase
the number of shares available to be granted to
351,000 shares of common stock. ----- ----- -----
IV. Ratification of the appointment of Hacker,
Johnson, Cohen & Grieb, PA as Independent
Auditors of the Company for fiscal year ending
December 31,2000. ----- ----- -----
V. To approve the adjournment of the Annual
Meeting to solicit additional proxies in the
event that there are not sufficient votes to
approve one or more of the foregoing Proposals. ----- ----- -----
PLEASE MARK THIS BOX IF YOU PLAN TO ATTEND THE
ANNUAL MEETING.
-> ------------
In their discretion, the proxy holders are authorized to transport and to vote
upon such other business as may properly come before this Annual Meeting or any
adjournments thereof.
NOTE: When properly executed this Proxy will be voted in the manner
directed by the undersigned shareholder(s). UNLESS CONTRARY DIRECTION IS GIVE,
THIS PROXY WILL BE VOTED FOR THE PROPOSALS LISTED.
Please be sure to sign and date
this Proxy in the box below. Date
______________________________________________________________________________
______________________________________________________________________________
Shareholder sign above Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
CITIZENS COMMUNITY BANCORP, INC.
The above signed shareholder may revoke the Proxy at any time before it is voted
by either filing with the Corporate Secretary of the Company a written notice of
revocation, delivering to the Company a duly executed Proxy bearing a later date
or by attending the Annual Meeting and voting in person.
IMPORTANT: Please sign your name exactly as it appears on this Proxy. When
shares are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, agent, trustee or guardian, please give full title. If
shareholder is a corporation, please sign in full corporate name by president or
other authorized officer. If shareholder is a partnership, please sign in
partnership name by authorized person.
The above signed acknowledges receipt from the Company, prior to the execution
of this Proxy, of a Notice of Annual Meeting, a Proxy Statement dated March 10,
2000, and the Annual Report which includes audited financial statements for the
period ended December 31, 1999.
NOTE: IF YOU RECEIVE MORE THAN ONE PROXY, PLEASE SIGN AND RETURN ALL PROXIES IN
THE ACCOMPANYING ENVELOPE.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
