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PSB BANCGROUP, INC.
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March 17, 2000
Dear Fellow Shareholders:
We cordially invite you to attend the 2000 Annual Meeting of
Shareholders of PSB BancGroup, Inc. ("PSB"), the parent holding company for
Peoples State Bank. Our Annual Meeting will be held at the First Baptist Church
located at 206 East Orange Steet, Lake City, Florida 32055, on April 18, 2000 at
2:00 p.m., Eastern Standard Time.
The Notice of the Annual Meeting and Proxy Statement attached to this
letter describe the formal business to be transacted at the Annual Meeting and
provide material information concerning that business. Directors and officers of
PSB, as well as a representative of the accounting firm Hacker, Johnson, Cohen &
Grieb, P.A., will be present at the Annual Meeting to respond to your questions.
YOUR VOTE IS IMPORTANT. Please sign, date and mail the enclosed Proxy
Card in the postage-paid envelope which has been provided for your use. If you
attend the Annual Meeting and prefer to vote in person, you will be able to do
so.
On behalf of the Board of Directors and all the employees of PSB, we
look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Robert W. Woodard
Robert W. Woodard
President and Chief Executive Officer
<PAGE>
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PSB BANCGROUP, INC.
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NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 18, 2000
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Shareholders
("Annual Meeting") of PSB BancGroup, Inc. ("PSB"), will be held at the First
Baptist Church located at 206 East Orange Street, Lake City, Florida 32055 on
April 18, 2000 at 2:00 p.m., Eastern Standard Time, for the following purposes:
Proposal I To elect two Class I members of the Board of
Directors;
Proposal II To approve PSB's Amended 1998 Employee Stock
Option and Limited Rights Plan;
Proposal III To appoint the firm of Hacker, Johnson, Cohen &
Grieb as the independent auditors for PSB for the
fiscal year ending December 31, 2000; and
Proposal IV To adjourn the Annual Meeting to solicit
additional proxies in the event there are not
sufficient votes to approve Proposals I, II or III.
The Board of Directors has fixed the close of business on February 18,
2000, as the record date for the determination of shareholders entitled to
notice of and to vote at this Annual Meeting. Only holders of common stock of
record at the close of business on that date will be entitled to vote at this
Annual Meeting, or at any adjournments thereof. In the event there are
insufficient votes for a quorum to approve any proposal at the time of the
Annual Meeting, the Annual Meeting may be adjourned in order to permit further
solicitation of proxies by PSB.
By Order of the Board of Directors
/s/ Jimmie A. Kirk
Jimmie A. Kirk
Corporate Secretary
Lake City, Florida
March 17, 2000
<PAGE>
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PSB BANCGROUP, INC.
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500 South 1st Street, Suite 1
Lake City, Florida 32025
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PROXY STATEMENT
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Solicitation and Voting of Proxies
This Proxy Statement and the accompanying Proxy Card are being
furnished to shareholders of record as of February 18, 2000, in connection with
the solicitation of proxies by the Board of Directors of PSB BancGroup, Inc.,
Lake City, Florida ("PSB"), the parent holding company for Peoples State Bank
("Bank") to be voted at the 2000 Annual Meeting of Shareholders ("Annual
Meeting"). Please note that PSB and the Bank are collectively referred to herein
as the "Company." The Annual Meeting is being held at the First Baptist Church,
206 East Orange Street, Lake City, Florida 32055, on April 18, 2000 at 2:00
p.m., Eastern Standard Time. The 1999 Annual Report, including the financial
statements for the fiscal year ended December 31, 1999, accompanies this Proxy
Statement, which is first being mailed to shareholders on or about March 17,
2000.
Regardless of the number of shares of common stock that you may own, it
is important that your shares be represented by proxy or be present in person at
the Annual Meeting. Shareholders are requested to vote by completing the
enclosed Proxy Card and returning it, signed and dated, in the enclosed
postage-paid envelope. We urge you to indicate your vote in the spaces provided
on the Proxy Card. Proxies solicited by the Board of PSB will be voted in
accordance with the directions given therein. Where no instructions are
indicated, proxies will be voted "FOR" the election of two Class I directors
each for three-year terms; "FOR" the approval of the Amended 1998 Employee Stock
Option and Limited Rights Plan; "FOR" the appointment of Hacker, Johnson, Cohen
& Grieb, P.A. as the Company's independent auditors for the fiscal year ending
December 31, 2000; and "FOR" 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.
The Board of Directors does not have knowledge of any additional
business that will be presented for consideration at the Annual Meeting.
Execution of a proxy, however, confers on the designated proxy holders
discretionary authority to vote the shares in accordance with their best
judgment on other business, if any, that may properly come before this Annual
Meeting, or any adjournment thereof.
------------------------------------
PSB BANCGROUP, INC. PROXY STATEMENT
500 South 1st Street, Suite 1, Lake City, Florida 32025
1
<PAGE>
It is important that proxies be returned promptly. Whether you plan to
be present in person at the Annual Meeting or not, please vote, sign and date
the enclosed Proxy Card and return it in the enclosed envelope which does not
require postage if mailed in the United States.
Revocation of Proxy
Your presence at the Annual Meeting will not automatically revoke your
proxy. You may, however, revoke a proxy at any time prior to its exercise by
filing with the Corporate Secretary a written notice of revocation, by
delivering to the Company a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person.
Voting Procedures
Under the Florida Business Corporation Act ("Act"), directors are
elected by a plurality of the votes cast at a meeting at which a quorum is
present. Our Bylaws provide that a majority of shares entitled to vote and
represented in person or by proxy at a meeting of the shareholders constitutes a
quorum. Other matters are approved if affirmative votes cast by the holders of
shares represented at a meeting at which a quorum is present and entitled to
vote on the subject matter exceed votes opposing the action, unless a greater
number of affirmative votes or voting by classes is required by the Act or our
Articles or Incorporation. Abstentions and broker non-votes have no effect under
Florida law.
The close of business on February 18, 2000, has been fixed by the Board
of Directors as the "Record Date" for determination of shareholders entitled to
notice of and to vote at this Annual Meeting and any adjournments thereof. The
total number of shares of common stock outstanding on the Record Date was
515,034 shares.
Each shareholder of record on the Record Date has the right to vote, in
person or by proxy, the number of shares owned by him or her for as many persons
as there are directors to be elected. Our Bylaws do not provide for cumulative
voting; rather, shareholders have a right to one vote per share owned on any
matters presented for shareholder vote. Thus, for example, if a shareholder owns
five shares, that shareholder may vote a maximum of five shares for each
director to be elected.
Security Ownership of Certain Beneficial Owners
The following table contains information concerning the only person
known by management to be the beneficial owners of more than five percent (5%)
of the outstanding shares of PSB common stock as of the Record Date.
[Table Follows This Page]
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PSB BANCGROUP, INC. PROXY STATEMENT
500 South 1st Street, Suite 1, Lake City, Florida 32025
2
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Name/Address of Number of Percent of
Beneficial Owner Shares(1) Class
- --------------------------------------------------------------------------------
ABC Bancorp 49,000 9.08%
310 First Street, SE
Moultrie, Georgia 31768
Samuel F. Brewer 56,840 10.46
512 West Montgomery Street
Lake City, Florida 32025-5118
Frank A. Broome, III 43,000 8.01
2902 224th Street
Lake City, Florida 32024
John W. Burns, III 32,600 6.14
RR 13 Box 319
Lake City, Florida 32055
Jasper and Marthalene Davis 31,200 5.88
Family Partnership, LLP
936 Gordon Avenue
Thomasville, Georgia 32792
Renny B. Eadie, III 39,000 7.30
Rt. 22, Box 2913
Lake City, Florida 32024
Robert M. Eadie 39,000 7.30
Rt. 13, Box 559
Lake City, Florida 32055
George or James Fletcher 36,000 6.75
P.O. Box 578
Branford, Florida 32008
Lois and Laurie Kirby(2) 43,468 8.10
P.O. Box 567
Lake City, Florida 32056
Shilpa U. Mhatre 39,068 7.31
Rt. 18, Box 600
Lake City, Florida 32025
Alton C. Milton, Sr. 27,800 5.26
2732 S. First Street
Lake City, Florida 32025
Alton C. Milton, Jr. 27,800 5.26
2732 S. First Street
Lake City, Florida 32025
Andrew T. Moore 33,512 6.30
104 Fairway Drive
Lake City, Florida 32055
Roger W. Ratliff 50,000 9.26
14860 S.E. CR 137
Jasper, Florida 32052
[Footnotes Follow This Page]
<PAGE>
(1) Includes warrants to purchase common stock. Also 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 includes shares that may be acquired by exercising stock options.
(2) 21,734 shares held in the Laurie G. Kirby Revocable Trust and
21,734 shares held in the Lois F. Kirby Revocable Trust.
PROPOSAL I -- ELECTION OF DIRECTORS
The Board of Directors of PSB is presently comprised of seven members,
two of whom also serve as directors of the Bank. Our Articles of Incorporation
provide for three classes of directors with staggered three year terms. This
year, Class I directors are standing for election. At the 2001 Annual Meeting,
Class II directors will stand for election and at the 2002 Annual Meeting, Class
III directors will stand for election. No person being nominated as a director
is being proposed for election pursuant to any agreement.
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PSB BANCGROUP, INC. PROXY STATEMENT
500 South 1st Street, Suite 1, Lake City, Florida 32025
3
<PAGE>
The two nominees for Class I directors named below have both indicated
that they are willing to stand for election and will serve if elected as
directors. Should either of the two nominees become unable or unwilling to
serve, proxies will be voted for the election of such other person or persons as
the Board may choose to nominate.
The following table sets forth the business experience, age and
beneficial ownership of PSB common stock for each director and director nominee,
as well as the beneficial ownership of PSB common stock for each non-director
officer.
CLASS I DIRECTOR NOMINEES --
TERMS EXPIRING IN 2003
John W. Burns, III, age 39, is a State Farm Insurance Agent in Lake City,
Florida. Mr. Burns was born and raised in Lake City. He graduated from Stetson
University in DeLand, Florida, in 1981 with a BA. He has been a State Farm
Insurance Agent since 1989 and was named one of the top 50 agents in the country
in 1990. He has served as President, Treasurer and Campaign Chairman of the
United Way of Suwannee Valley. Mr. Burns is currently a member of the Lake City
Elks Lodge and the Lake City Rotary Club.
32,600 shares of common stock*
6.14% of common stock outstanding
Robert M. Eadie, age 48, a native of Lake City, Florida, graduated from Columbia
High School and received an AA from Lake City Community College. After serving
in the U.S. Army, Mr. Eadie joined his father in the family business in 1975.
Since then, he has managed Lake City Industries, Inc., a lumber and building
supply business. He presently serves as the company's President, and as Vice
President of Columbia Ready Mix, Inc. Mr. Eadie is a member of First Baptist
Church, the Masonic Lodge, the Shrine Club and the Lake City York Rite.
39,000 shares of common stock*
7.30% of common stock outstanding
CONTINUING DIRECTORS
CLASS II DIRECTORS -- TERMS EXPIRING IN 2001
Shilpa U. Mhatre, age 46, received a BS in Microbiology from the University of
Bombay in 1974. For the past 21 years, Ms. Mhatre has operated the business
office for Psychiatric Associates of Lake City, P.A., a successful medical
practice owned by her husband. In addition, she has owned and managed several
residential and commercial properties in Lake City for the past 15 years and is
part owner of The Plantations, a 48-bed adult living facility in Lake City.
39,068 shares of common stock*
7.31% of common stock outstanding
Alton C. Milton, Jr., age 30, is a 1988 graduate of Columbia High School, Lake
City, Florida. Upon graduation he and his father became joint partners of M & M
Farms, a venture that includes tree and cattle farming. In 1991, Mr. Milton
joined his father in the Sunshine True Value Hardware Store, in Lake City,
Florida, and now serves as its Vice President and as Vice President of Sunshine
Electrical & Plumbing Supply, Inc., a wholesaler and distributor of plumbing and
electrical supplies. Mr. Milton's father is Alton C. Milton, Sr., who is also a
director of PSB.
27,800 shares of common stock*
5.26% of common stock outstanding
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PSB BANCGROUP, INC. PROXY STATEMENT
500 South 1st Street, Suite 1, Lake City, Florida 32025
4
<PAGE>
CLASS III DIRECTORS -- TERMS EXPIRING IN 2002
Alton C. Milton, Sr., age 65, is a native of Columbia County. Mr. Milton
received his GED from Columbia High School in 1957. In 1975, he opened Sunshine
True Value Hardware, wholly owned by him and his son. He served as director of
Lake City Federal Savings & Loan, which later became Sun Federal, which was
merged with Anchor Savings & Loan in 1986. He is a member of the Lake City
Chamber of Commerce and a member of the Deep Creek Advent Christian Church. Mr.
Milton also serves as a director of the Bank.
27,800 shares of common stock*
5.26% of common stock outstanding
Andrew T. Moore, age 48, attended The Bolles School, Jacksonville, Florida, from
1966-70 and graduated from Jacksonville University in 1974 with a BS in
Business. Mr. Moore joined the family business, Rountree-Moore Ford/Toyota, in
May of 1974 and is presently its Vice President and General Manager. He has
served as President and Treasurer of the Lake City Kiwanis Club, five years as a
Board Member of the Lake City/Columbia County Chamber of Commerce and three
years as a Columbia County Boys Club Board Member.
33,512 shares of common stock*
6.30% of common stock outstanding
Robert W. Woodard, age 50, is the President and Chief Executive Officer of PSB,
and the Executive Vice President of the Bank. Mr. Woodard began his banking
career in 1969. He moved to Lake City, Florida, in 1987 where he joined Barnett
Bank of North Central Florida as Vice President, Commercial Loans. In August,
1992, he joined CNB National Bank (Lake City) as Vice President, Commercial
Loans. Mr. Woodard left CNB in 1997 to organize PSB and the Bank. He serves as
Florida Bankers Association Group III Chairman and on the City of Lake City
Planning and Zoning Board. He is an active member of First Baptist Church, Lake
City, Florida. Mr. Woodard also serves as a director of the Bank.
22,200 shares of common stock*
4.22% of common stock outstanding
NON-DIRECTOR OFFICER
Jimmie A. Kirk. Mr. Kirk is the Vice President and Corporate Secretary of PSB
and Cashier and Corporate Secretary of the Bank.
0 shares of common stock
0.00% of common stock outstanding
All PSB Directors and Officers as a Group (8 persons)
221,980 shares of common stock
35.46% of common stock outstanding
- ----------------
* Includes Warrants to purchase common stock. 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 includes shares that may be acquired by exercising stock options.
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The Board of Directors Recommends That Shareholders Vote "For"
the Two Board Nominated Class I Directors.
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PSB BANCGROUP, INC. PROXY STATEMENT
500 South 1st Street, Suite 1, Lake City, Florida 32025
5
<PAGE>
REPORT OF THE BOARD OF DIRECTORS
Meetings and Compensation of Directors
The Board of Directors of PSB conducts its business through meetings of
the full Board. At this time the Company does not compensate its directors for
their service on the Board or their attendance at Board meetings. During the
fiscal year ended December 31, 1999, the Board of Directors met 20 times. Except
for Ms. Shilpa U. Mhatre and Mr. Andrew T. Moore, none of the directors attended
fewer than 75% of the total meetings held. Ms. Mhatre attended 60% of the Board
meetings and Mr. Moore attended 70% of the Board meetings.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth, for the fiscal years ended December 31,
1999, 1998 and 1997, the total compensation paid to or accrued by the Chief
Executive Officer and President of the Company.
<TABLE>
<CAPTION>
Annual Compensation
- --------------------------------------------------------------------------------------------------------------------------------
Restricted
Name and Principal Directors' Other Annual Stock
Position Year Salary Bonus Fees Compensation(1) Awards Options
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert W. Woodard 1999 $ 67,500 - - $ 4,279 - -
President/CEO of the 1998 67,500 - - 4,279 - -
Company and 1997 36,616 - - 2,321 - -
Executive Vice
President of the Bank
- ------------------
<FN>
(1) Family health insurance coverage. The value of all other personal
benefits received by Mr. Woodard was less than the required reporting
threshold.
</FN>
</TABLE>
Executive Compensation Policies and Program
The compensation of the Company's executive officers is determined by
the respective Boards of Directors, excluding any director who is also an
executive officer. Only Mr. Woodard, President and Chief Executive Officer of
PSB, and Mr. Small, Chief Executive Officer and President of the Bank, serve as
both directors and as executive officers. Initially, the respective Chief
Executive Officers determine the salary range recommendations for all employees,
including executives other than themselves. The Chief Executive Officers then
present their recommendations to their Boards which review and analyze all
information that has been submitted. Thereafter, the respective Boards determine
the compensation of all executive officers, including the compensation of the
Chief Executive Officers. The Company's executive compensation program is
designed to:
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PSB BANCGROUP, INC. PROXY STATEMENT
500 South 1st Street, Suite 1, Lake City, Florida 32025
6
<PAGE>
o Attract and retain qualified management;
o Enhance short-term financial goals; and
o Enhance long-term shareholder value.
The Company strives to pay each executive officer the base salary that
would be paid on the open market for a fully qualified officer of that position.
The level of base salaries for the Chief Executive Officers for the Company and
other executive officers are determined by the respective Board of Directors are
based upon competitive norms, derived from annual surveys published by several
independent banking institutes or private companies specializing in financial
analysis of financial institutions. Such surveys provide information regarding
compensation of financial institution officers and employees based on size and
geographic location of the financial institution and serve as a benchmark for
determining executive salaries. The Company sets their compensation ranges at or
near the median for executives at similar financial institutions. Actual salary
changes are based upon an evaluation of each individual's performance based upon
established objectives and specific job description objectives, as well as the
overall performance of the Company. Through and including 1999, there were no
bonuses paid to any of the Company's employees.
Board Interlocks and Insider Participation in Compensation Decisions
Robert W. Woodard, President and Chief Executive Officer of PSB and
Executive Vice President of the Bank, is a member of PSB's and the Bank's Board
of Directors. Mr. Woodard participated in the Boards' deliberations regarding
executive compensation, but did not participate in any deliberations regarding
his own compensation or transactions. Wesley T. Small is the President and Chief
Executive Officer of the Bank and a member of the Bank's Board. Mr. Small
participated in deliberations of the Bank's Board regarding executive
compensation, but did not participate in any deliberations regarding his own
compensation or transactions.
Employment Contracts
The PSB and the Bank have jointly entered into employment agreements
with two of their executive officers, Robert W. Woodard, President and Chief
Executive Officer of PSB and Executive Vice President of the Bank, and Wesley T.
Small, President and Chief Executive Officer of the Bank. The following is a
summary of their employment agreements:
Robert W. Woodard's employment agreement was significantly amended and
re-executed on July 28, 1997. Pursuant to its terms, Mr. Woodard is to receive a
base salary, plus reimbursement of reasonable business expenses.
The original term of Mr. Woodard's employment agreement was two years,
with the Company having the annual right to renew the agreement for successive
one year terms, so the agreement may always have a two-year term. On July 20,
1999, the Board again decided to extend Mr. Woodard's agreement for one
additional year, so that it now expires on June 16, 2001. Any party may
terminate the agreement by delivering to the other parties a notice of
termination. The date of termination may be no less than 30 days after delivery
of the notice.
Mr. Woodard's employment agreement provides for termination by the
Company for reasons other than for "just cause," and by Mr. Woodard for "good
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PSB BANCGROUP, INC. PROXY STATEMENT
500 South 1st Street, Suite 1, Lake City, Florida 32025
7
<PAGE>
reason," as those terms are defined in the employment agreement. In the event
the employment agreement is terminated by the Company for reasons other than for
"just cause" or by Mr. Woodard for "good reason," he shall be entitled to a
severance payment. The severance payment will be a sum equal to Mr. Woodard's
total compensation for the remainder of the term of the employment agreement,
payable in semi-monthly sums, plus any accrued incentive compensation.
If Mr. Woodard becomes disabled, he would be entitled to receive his
monthly base salary until the earlier of three months, the date he returns to
work, the date he begins work, at another financial institution, or his death.
In the event of Mr. Woodard's death, his estate shall be entitled to that
portion of his compensation that would have been payable up to the first working
day of the first month after his death.
The employment agreement also permits Mr. Woodard to terminate his
employment voluntarily. In the event of a voluntary termination, or a
termination for just cause, all rights and benefits under the contract shall
immediately terminate.
Wesley T. Small's employment agreement became effective on November 15,
1999, and has a term of one year. Upon mutual agreement of the Company and Mr.
Small, his employment agreement may be extended for two six-month periods. Under
the employment agreement, Mr. Small is entitled to receive a base salary, plus
reimbursement of reasonable business expenses. A specific condition of Mr.
Small's employment agreement is that he works closely with Robert W.
Woodard in the area of bank operations.
In the event Mr. Small's employment is terminated for reasons other
than for "just cause," or if he terminates his employment for "good reason," as
those terms are defined in his employment agreement, he shall receive as a
severance payment, one year of his base salary, payable in semi-monthly
installments. Should Mr. Small become disabled during the term of his employment
agreement, he would be entitled to receive his monthly base salary until the
earlier of three months, the date he returns to work, the date he begins work at
another financial institutions or his death. In the event of Mr. Small's death,
his estate shall be entitled to that portion of Mr. Small's compensation that
would have been payable up to the first working day of the first month after his
death.
The employment agreement permits Mr. Small to terminate his employment
voluntarily. In the event of a voluntary termination, or a termination for just
cause, all rights and benefits under the contract shall immediately terminate.
RELATED TRANSACTIONS
During 1999, four members of either PSB's Board or the Bank's Board, or
their related business interests, had loans or lines of credit from the Bank
that total more than $50,000. These loans and lines of credit were made on the
same terms as extensions of credit are made to the Bank's unaffiliated
customers. Their terms are summarized in the following table.
[Table Follows This Page]
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PSB BANCGROUP, INC. PROXY STATEMENT
500 South 1st Street, Suite 1, Lake City, Florida 32025
8
<PAGE>
<TABLE>
<CAPTION>
Highest
Outstanding
Name Balance in 1999 Type of Credit Interest Rate
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Frank A. Broome, III $ 122,000 Residential Mortgage 7.00%
Robert M. Eadie 200,000* Commercial Line Prime + 0.25%
19,706* Commercial Loan 7.00%
10,000 Executive Line Prime + 0.25%
Renny B. Eadie, III 200,000* Commercial Line Prime + 0.25%
19,706* Commercial Loan 7.00%
Alton C. Milton, Sr. 50,000 Executive Line Prime + 0.25%
33,909 Commercial Loan 7.20%
------------------
<FN>
* Extensions of credit to Lake Cities Industries, Inc. The two $200,000
Commercial Line items represent the same line and the two $19,706
Commercial Loan items represent the same loan. Robert M. Eadie and
Renny B. Eadie, III are shareholders and officers of Lake Cities
Industries, Inc.
</FN>
</TABLE>
PROPOSAL II -- APPROVAL OF THE AMENDED 1998
KEY EMPLOYEE STOCK OPTION AND LIMITED
RIGHTS PLAN
The Board of Directors has adopted the Amended 1998 Employee Stock
Option and Limited Rights Plan ("Plan") for the benefit of officers and other
key employees of the Company. A copy of the Plan is attached hereto as Appendix
A.
The Plan provides for a maximum of 10% of the outstanding shares of PSB
common stock to be issued pursuant to the exercise of either incentive or
non-statutory stock options ("Options") granted under the Plan, unless adjusted
as provided in Section 14 of the Plan. The Plan also provides for the granting
of "Limited Rights" (stock appreciation rights) simultaneously with the grant of
any Option.
Under the Plan, participants, at the discretion of the Compensation
Committee (presently the Board), may be granted Options to purchase common stock
at a price not less than 100% of its "Fair Market Value" (as that term is
defined in the Plan) on the date the option is granted, or $9.00, whichever is
greater.
No Options may be exercised less than three nor more than 10 years
after the date of their grant. Limited Rights may only be exercised after six
months from the date of their grant and only in the following circumstances: (i)
a change in control of the Company occurs; (ii) the underlying Option is
exercisable; and (iii) the Fair Market Value of the underlying shares on the
date of exercise is greater than the Option's exercise price.
Options and Limited Rights are not transferable, except in the case of
death. Furthermore, if a participant's employment is terminated for any reason
other than for cause, their Options and Limited Rights may be exercised by them
or their estate for varying periods of time, up to one year, depending on the
------------------------------------
PSB BANCGROUP, INC. PROXY STATEMENT
500 South 1st Street, Suite 1, Lake City, Florida 32025
9
<PAGE>
Limited Right or type of Option held and the reason for termination of
employment. In the case of a termination for cause, all Options and Limited
Rights will terminate immediately.
The Plan is subject to approval of the holders of a majority of PSB's
outstanding common stock at this Annual Meeting. All Options granted before
shareholder approval of the Plan are contingent upon receipt of such approval.
As of the date of this Proxy Statement, Robert W. Woodard is the only employee
to have been granted Options. Mr. Woodard was granted an incentive Option to
purchase 10,000 shares of stock on July 28, 1997.
The terms of the Program may be amended by the Board of Directors
except that no amendment may increase the maximum number of shares included in
the Plan, reduce the exercise price of the Options, extend the period during
which Options may be granted or exercised, or permit any grant to a person who
is not a full-time employee of PSB or its subsidiaries.
- --------------------------------------------------------------------------------
The Board of Directors Recommends That Shareholders Vote "For"
the Approval of the Amended 1998 Employee Stock Option and
Limited Rights Plan.
- --------------------------------------------------------------------------------
PROPOSAL III -- APPOINTMENT OF AUDITORS FOR
FISCAL YEAR ENDING DECEMBER 31, 2000
The Board of Directors intends to retain the accounting firm of Hacker,
Johnson, Cohen & Grieb, P.A., as the Company's independent auditors for the
fiscal year ending December 31, 2000. A representative from the firm of Hacker,
Johnson, Cohen & Grieb, P.A., is expected to be present at the Annual Meeting to
respond to shareholder questions.
- --------------------------------------------------------------------------------
The Board of Directors Recommends That Shareholders Vote "For"
the Appointment of Hacker, Johnson, Cohen & Grieb, P.A., as the
Independent Auditors for the Fiscal Year Ending December 31, 2000.
- --------------------------------------------------------------------------------
PROPOSAL IV -- ADJOURNMENT OF ANNUAL MEETING
PSB seeks your approval to adjourn the Annual Meeting in the event that
the number of proxies sufficient to approve Proposals I, II or III are not
received by April 18, 2000. In order to permit proxies that have been received
at the time of the Annual Meeting to be voted for adjournment, the Company is
submitting the question of adjournment as a separate matter for your
consideration. If it becomes necessary to adjourn the Annual Meeting, and the
adjournment is for a period of less than 30 days, no notice of the time and
place of the adjourned meeting need be given the shareholders, other than an
announcement made at the Annual Meeting.
- --------------------------------------------------------------------------------
The Board of Directors Recommends That Shareholders Vote "For"
the Adjournment of the Annual Meeting.
- --------------------------------------------------------------------------------
------------------------------------
PSB BANCGROUP, INC. PROXY STATEMENT
500 South 1st Street, Suite 1, Lake City, Florida 32025
10
<PAGE>
Shareholder Proposals
In order to be eligible for inclusion in PSB's proxy materials for next
year's Annual Meeting of Shareholders, any shareholder's proposal to take action
at such meeting must be received at the Company's corporate office at 500 South
1st Street, Suite 1, Lake City, Florida 32025, no later than November 19, 2000.
Any such proposals shall be subject to the requirements of the proxy rules
(Regulation 14A) adopted under the Securities Exchange Act of 1934.
Notice of Business to be Conducted at
an Annual Meeting and Shareholder Nominations
Our Bylaws provide an advance notice procedure for certain business,
including nominations for directors, to be brought before an annual meeting. In
order for a shareholder to properly bring business before an annual meeting, the
shareholder must give written notice to the Corporate Secretary of the Company
not less than ten days before the time originally fixed for such meeting.
Solicitation
The cost of soliciting proxies on behalf of the Board of Directors for
the Annual Meeting will be borne by PSB. Proxies may be solicited by directors,
officers or regular employees of the Company in person or by telephone,
telegraph or mail. We are requesting persons, firms and corporations holding
shares in their names, or in the names of their nominees for the benefit of
others, to send proxy materials to and obtain proxies from such beneficial
owners. PSB will reimburse the proxy holders for their reasonable out-of-pocket
expenses.
Availability of Additional Information
A copy of the 1999 Annual Report for the fiscal year ended December 31,
1999, accompanies this Proxy Statement. The Annual Report includes Financial
Statements for the Company. Additional copies of the 1999 Annual Report maybe
obtained by contacting Robert W. Woodard, President and Chief Executive Officer,
PSB BancGroup, Inc., 500 South 1st Street, Suite 1, Lake City, Florida 32025,
telephone number (904) 754-0002.
Other Matters Which May Properly Come Before the Meeting
The Board of Directors knows of no other business which will be
presented for consideration at the Annual Meeting other than those matters
described above in this Amended Proxy Statement. However, if any other matters
should properly come before the Annual Meeting, it is intended that the proxies
solicited hereby will be voted in respect thereof in accordance with the
judgment of the person or persons voting the proxies.
PSB BancGroup, Inc.
Dated: March 17, 2000
------------------------------------
PSB BANCGROUP, INC. PROXY STATEMENT
500 South 1st Street, Suite 1, Lake City, Florida 32025
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THE PSB BANCGROUP, INC.
AMENDED 1998 EMPLOYEE STOCK OPTION AND LIMITED RIGHTS PLAN
1. PURPOSE
The purpose of The PSB BancGroup, Inc. ("Company") 1998 Employee Stock
Option and Limited Rights Plan ("Plan") is to advance the interests of the
Company, its wholly owned subsidiary Peoples State Bank and its shareholders by
providing key employees of the Company and its affiliates, upon whose judgment,
initiative and efforts the successful conduct of the business of the Company and
its affiliates largely depends, with an additional incentive to perform in a
superior manner, as well as, to attract people of experience and ability.
2. DEFINITIONS
(a) "Board of Directors" means the Board of Directors of the
Company.
(b) "Affiliate" means (i) a member of a controlled group of
corporations of which the Company is a member or (ii) an
unincorporated trade or business which is under common control
with the Company as determined in accordance with Section
414(c) of the Internal Revenue Code 1986, as amended ("Code")
and the regulations issued thereunder. For purposes hereof, a
"controlled group of corporations" shall mean a controlled
group of corporations as defined in Section 1563(a) of the
Code determined without regard to Sections 1563(a)(4) and
(e)(3)(C).
(c) "Award" means an Award of Non-Statutory Stock Options,
Incentive Stock Options, and/or Limited Rights granted under
the provisions of the Plan.
(d) "Committee" means the Compensation Committee of the Board of
Directors.
(e) "Plan Year or Years" means a calendar year or years commencing
on or after January 1, 1998.
(f) "Date of Grant" means the actual date on which an Award is
granted by the Committee.
(g) "Common Stock" means the common stock of the Company, par
value, $0.01 per share.
(h) "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
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Dealers Automated Quotation System, the Fair Market Value
means the average of the closing bid and ask 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 following 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 issue price of $9.00 per share, whichever is
higher.
(i) "Limited Right" means the right to receive an amount of cash
based upon the terms set forth in Section 9 herein.
(j) "Disability" means the permanent and total inability by reason
of mental or physical infirmity, or both, of an employee to
perform the work customarily assigned to him. Additionally, a
medical doctor selected or approved by the Board of Directors
must advise the Committee that it is either not possible to
determine when such Disability will terminate or that it
appears probable that such Disability will be permanent during
the remainder of said participant's lifetime.
(k) "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 affiliates 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
affiliates.
(l) "Participant" means an employee of the Company or its
affiliates chosen by the Committee to participate in the Plan.
(m) "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
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APPENDIX A
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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.
(n) "Normal Retirement" means retirement at the normal or early
retirement date as set forth in any tax qualified plan of the
Company or its Affiliates.
(o) "Vesting" means the number of annual installments in which a
participant will be permitted to exercise an option, which in
no event shall be fewer than three (3) installments.
3. ADMINISTRATION
The Plan shall be administered by the Compensation Committee of the
Board of Directors. The Committee is authorized, subject to the provisions of
the Plan, to establish such rules and regulations as it deems necessary for the
proper administration of the Plan and to make whatever determinations and
interpretations in connection with the 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 Plan and on their legal
representatives and beneficiaries.
4. TYPES OF AWARDS
Awards under the Plan may be granted in any one or a combination of the
following, as defined below in Sections 7 through 9 of the Plan:
(a) Incentive Stock Options;
(b) Non-Statutory Stock Options; and
(c) Limited Rights.
5. STOCK SUBJECT TO THE PLAN
Subject to adjustment as provided in Section 13 herein, the maximum
number of shares reserved for issuance under the Plan is 10% of the number of
shares of Common Stock outstanding as of the date the Company terminates its
1998 stock offering. 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.
6. ELIGIBILITY
Officers and other employees of the Company or its affiliates shall be
eligible to receive Incentive Stock Options, Non-Statutory Stock Options and/or
Limited Rights under the Plan. Directors who are not employees or officers of
the Company or its affiliates shall not be eligible to receive Awards under the
Plan.
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APPENDIX A
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7. NON-STATUTORY STOCK OPTIONS
7.1 Grant of Non-Statutory Stock Options. The Committee may, from time
to time, grant Non-Statutory Stock Options to eligible employees.
Non-Statutory Stock Options granted under this 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 $9.00
per share whichever is higher. 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(h).
(b) Terms of Options. The term during which each Non-Statutory
Stock 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 in less than 3 nor more
than 10 years and one day from the Date of Grant.
The Committee shall determine the date on which each Non-Statutory
Stock Option shall become exercisable in installments. The shares
comprising each installment may be purchased in whole or in part at any
time after such installment becomes purchasable. The Committee, in its
sole discretion, or the Participant if so provided in his written
agreement executed pursuant to Section 11, may accelerate the time at
which any Non-Statutory Stock Option may be exercised in whole or in
part. Notwithstanding the above, in the event of a Change in Control of
the Company, all Non-Statutory Stock Options shall become immediately
exercisable and consistent with the time period for exercise provided
in Section 7.1(c).
(c) Termination of Employment. Upon the termination of an
employee's service for any reason other than Disability,
Normal Retirement, death or Termination for Cause, his
Non-Statutory Stock Options shall be exercisable only as to
those shares which were immediately purchasable by him at the
date of termination, but only for a period of six (6) months
following termination, provided that in no event shall the
period extend beyond the expiration of the Non-Statutory Stock
Option term. In the event of Termination for Cause, all rights
of the terminated employee under his Non-Statutory Stock
Options shall expire upon termination. In the event of the
death, Disability or Normal Retirement of any employee, all
Non-Statutory Stock Options held by the employee, whether or
not exercisable at such time, shall be exercisable by the
employee or his legal representatives or beneficiaries for one
year following the date of his death, Normal Retirement or
cessation of employment due to Disability, provided that in no
event shall the period extend beyond the expiration of the
Non-Statutory Stock Option term.
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APPENDIX A
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8. INCENTIVE STOCK OPTIONS
8.1 Grant of Incentive Stock Options. The Committee may, from time to
time, grant Incentive Stock Options to eligible employees. Incentive
Stock Options granted pursuant to the Plan shall be subject to the
following terms and conditions:
(a) Price. The purchase price per share of Common Stock
deliverable upon the exercise of each Incentive Stock Option
shall be not less than 100% of the Fair Market Value of the
Common Stock on the date the Incentive Stock Option is granted
or $9.00 per share whichever is higher. However, if an
employee owns stock equal to more than 10% of the total
combined voting power of all classes of Common Stock of the
Company (or, under Section 424(d) of the Code, is deemed to
own Common Stock representing more than 10% of the total
combined voting power of all such classes of Common Stock),
the purchase price per share of Common Stock deliverable upon
the exercise of each Incentive Stock Option shall not be less
than 110% of the Fair Market Value of the Common Stock on the
date the Incentive Stock Option is granted. Shares may be
purchased only upon payment of the full 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(h) herein.
(b) Amounts of Options. Incentive Stock Options may be granted
to any eligible employee in such amounts as determined by the
Committee; provided that the amount granted is consistent with
the terms of Section 422 of the Code. In the case of an option
intended to qualify as an Incentive Stock Option, the
aggregate Fair Market Value (determined as of the time the
option is granted) of the Common Stock with respect to which
Incentive Stock Options granted are exercisable for the first
time by the Participant during any calendar year (under all
plans of the Participant's employer corporation and its parent
and subsidiary corporations) shall not exceed $100,000. The
provisions of this Section 8.1(b) shall be construed and
applied in accordance with Section 422(d) of the Code and the
regulations, if any, promulgated thereunder.
(c) Terms of Options. The term during which each Incentive
Stock Option may be exercised shall be determined by the
Committee, but in no event shall an Incentive Stock Option be
exercisable in whole or in part in less than 3 nor more than
10 years from the Date of Grant. If any employee, at the time
an Incentive Stock Option is granted to him, owns Common Stock
representing more than 10% of the total combined voting power
of the Company (or, under Section 424(d) of the Code, is
deemed to own Common Stock representing more than 10% of the
total combined voting power of all such classes of Common
Stock, by reason of the ownership of such classes of Common
Stock, directly or indirectly, by or for any brother, sister,
spouse, ancestor or lineal descendent of such employee, or by
or for any corporation, partnership, estate or trust of which
such employee is a shareholder, partner or beneficiary), the
Incentive Stock Option granted to him shall not be exercisable
after the expiration of five years from the Date of Grant. No
Incentive Stock Option granted under this Plan is transferable
except by will or the laws of descent and
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APPENDIX A
------------------
distribution and is exercisable in his lifetime only by the
employee to which it is granted.
The Committee shall determine the date on which each Incentive Stock
Option shall become exercisable and may provide that an Incentive Stock
Option shall become exercisable in installments. The shares comprising
each installment may be purchased in whole or in part at any time after
such installment becomes purchasable; provided, however, that, in the
case of an Incentive Stock Option intended to qualify for the tax
treatment available pursuant to Section 422 of the Code upon exercise,
the amount able to be first exercised in a given year is consistent
with the terms of Section 422 of the Code. The Committee, in its sole
discretion, or the Participant if so provided in his written agreement
executed pursuant to Section 11, may accelerate the time at which any
Incentive Stock Option may be exercised in whole or in part. However,
in the case of an Incentive Stock Option intended to qualify for the
tax treatment available pursuant to Section 422 of the Code upon
exercise, such acceleration must be consistent with the terms of
Section 422 of the Code. Notwithstanding the above in the event of a
Change in Control of the Company all Incentive Stock Options shall
become immediately exercisable consistent with the time period for
exercise provided in Section 8.1(d).
(d) Termination of Employment. Upon the termination of an
employee's service for any reason other than Disability,
Normal Retirement, death or Termination for Cause, his
Incentive Stock Options shall be exercisable only as to those
shares which were immediately purchasable by him at the date
of termination, but only for: (i) a period of three months
following termination in the case of an Incentive Stock Option
intended to qualify for the tax treatment available pursuant
to Section 422 of the Code upon exercise, and (ii) a period of
one year following termination in the case of an Incentive
Stock Option not intended to be eligible for the tax treatment
available pursuant to Section 422 of the Code upon exercise.
In the event of Termination for Cause, all rights of the
terminated employee under his Incentive Stock Options shall
expire upon termination. In no event shall the period extend
beyond the expiration of the Incentive Stock Option term.
In the event of death or Disability of any employee, all Incentive
Stock Options held by such employee, whether or not exercisable at such
time, shall be exercisable by the employee or his legal representatives
or beneficiaries for one year following the date of his death or
cessation of employment due to Disability. Upon termination of an
employee's service due to Normal Retirement, all Incentive Stock
Options held by such employee, whether or not exercisable at such time,
shall be exercisable for a period of one year following the date of his
Normal Retirement; provided, however, that such option shall not be
eligible for treatment as an Incentive Stock Option in the event such
option is exercised more than three months following the date of his
Normal Retirement. In no event shall the period extend beyond the
expiration of the Incentive Stock Option term.
9. LIMITED RIGHTS
9.1 Grant of Limited Rights. The Committee may grant a Limited Right
simultaneously with the grant of any option, with respect to all or
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APPENDIX A
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some of the shares covered by such option. Limited Rights granted under
this 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;
(ii) the underlying option is eligible to be exercised; and
(iii) 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. 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 Employment. Upon the termination of an
employee's service for any reason other than Disability,
Normal Retirement, death or Termination for Cause, any Limited
Rights held by him shall be exercisable only as to those
shares of the related option which were immediately
purchasable at the date of termination and for a period of
three months following termination. In the event of
Termination for Cause, all Limited Rights held by him shall
expire immediately.
Upon termination of an employee's employment for reason of death, or
Disability, all Limited Rights held by such employee shall be
exercisable by the employee or his legal representative or
beneficiaries for a period of one year from the date of such
termination with respect to Limited Rights related to Incentive Stock
Options, as well as, with respect to Limited Rights related to
Non-Statutory Stock Options. Upon termination of an employee's
employment for reason of Normal Retirement, all Limited Rights held by
such employee shall be exercisable by the employee or his legal
representative or beneficiary for one year with respect to both Limited
Rights granted with respect to Incentive Stock Options and with respect
to Limited Rights granted with respect to Non-Statutory Stock Options.
In no event shall the period extend beyond the expiration of the term
of the related option.
10. RIGHTS OF A SHAREHOLDER: NONTRANSFERABILITY
An optionee shall have no rights as a shareholder with respect to any
shares covered by a Non-Statutory and/or Incentive Stock Option until the date
of issuance of a stock certificate for such shares. Nothing in this Plan or in
any Award granted confers on any person any right to continue in the employ of
the Company or its affiliates or to continue to perform services for the Company
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APPENDIX A
------------------
or its affiliates or interferes in any way with the right of the Company or its
affiliates to terminate his services as an officer or other employee at any
time.
No Award under the 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 lifetime by the optionee, or by a guardian or legal representative.
No such transfer of the Award by the Participant by will or the laws of descent
and distribution shall be effective to bind the Company unless the Company shall
have been furnished with written notice thereof and such other evidence as the
Committee administering the Plan may deem necessary or desirable to establish
the validity of the transfer. The Award shall not be pledged, hypothecated,
sold, assigned, transferred or otherwise encumbered or disposed of except as
provided herein. Any purported pledge, hypothecation, sale, assignment, transfer
or other encumbrance or disposition of the Award contrary to the provisions
hereof shall be null and void and without effect. The levy of any execution,
attachment, or similar process upon the Award shall be null and void and without
effect.
11. CALL PROVISION
In the event the capital of the Company or its wholly owned banking
subsidiaries falls below minimum requirements, as determined by its primary
state or federal regulator, then the Board of Directors may call any or all of
the options granted and outstanding under this Plan. Such call shall be in
writing ("Notice") and shall provide that the option holder shall have 45 days
to exercise the option or forfeit all rights thereunder. Any options called but
not exercised shall expire 45 days from the date of such Notice and rights
thereunder shall terminate.
12. AGREEMENT WITH GRANTEES
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 if any, applicable periods, and any other terms and conditions as
may be required by the Board of Directors or applicable securities law.
13. 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 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
estate will be deemed to be the beneficiary.
14. 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 or 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:
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APPENDIX A
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(a) adjustments in the aggregate number or kind of shares of
Common Stock which may be awarded under the Plan;
(b) adjustments in the aggregate number or kind of shares of
Common Stock covered by Awards already made under the Plan;
(c) adjustments in the purchase price of outstanding Incentive
and/or 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.
15. WITHHOLDING
There will be deducted from each distribution of cash and/or Common
Stock under the Plan the amount of tax required to be withheld by any
governmental authority, if any.
16. AMENDMENT OF THE PLAN
The Board of Directors may at any time, and from time to time, modify
or amend the Plan in any respect; provided however, that if necessary to
continue to qualify the 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 Plan (subject, however, to the provisions
of Section 13 hereof);
(b) reduces the exercise 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 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 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.
17. EFFECTIVE DATE OF PLAN
The Plan shall be adopted by the Board of Directors and shall become
effective upon such date of adoption, or other date as determined by the Board.
Following the Effective Date of the Plan, the Plan shall be submitted to
shareholders for approval. If the Plan shall not be approved by shareholders the
Plan and any Awards granted thereunder shall be null and void.
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APPENDIX A
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18. TERMINATION OF THE PLAN
The right to grant Awards under the Plan will terminate upon the
earlier of ten (10) years after the Effective Date of the Plan or the issuance
of Common Stock or the exercise of options or related rights equaling the
maximum number of shares reserved under the Plan as set forth in Section 5. The
Board of Directors has the right to suspend or terminate the Plan at any time,
provided that no such action will, without the consent of a Participant,
adversely affect his rights under a previously granted Award.
19. APPLICABLE LAW
The Plan will be administered in accordance with the laws of the State
of Florida.
Adopted this 25th day of March, 1998 by the Company's Board of
Directors.
/s/ Robert W. Woodard
Robert W. Woodard, President
Adopted on the _____ day of ________________, 1998 by the Company's
Shareholders.
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10
