<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
FIRST NATIONAL BANCSHARES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
First National Bancshares, Inc.
5817 Manatee Avenue West
Bradenton, Florida 64209
941-794-6969
- -------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
MAY 18, 2000
- -------------------------------------------------------------------------------
To the Shareholders of
FIRST NATIONAL BANCSHARES, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
First National Bancshares, Inc. a Florida corporation (the "Company"), will be
held at the offices of the Company at 5817 Manatee Avenue West, Bradenton,
Florida 34209, on Thursday, May 18, 2000, at 4:30 p.m., local time, for the
following purposes:
1. To elect ten (10) directors to serve until the next annual meeting of
shareholders and until their respective successors have been elected
and qualified;
2. To consider and vote upon an Incentive Stock Option Plan to succeed
and replace the current expiring plan.
3. To transact such other or further business as may properly be brought
before the meeting or any and all adjournments thereof.
The close of business on March 9, 2000 has been fixed as the date for
the determination of shareholders entitled to notice of, and to vote at, the
meeting. Only shareholders of record at such time will be so entitled to vote.
The directors and officers of your Company invite you to attend the
meeting.
By Order of the Board of Directors,
March 17, 2000 GLEN W. FAUSSET, President
------------------------------
SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IF YOU DO NOT
EXPECT TO BE PRESENT AT THE MEETING BUT WISH YOUR SHARES TO BE VOTED UPON THE
MATTERS TO COME BEFORE IT, PLEASE FILL IN, DATE, AND SIGN THE ACCOMPANYING
PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE ENCLOSED FOR YOUR CONVENIENCE. NO
POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.
<PAGE> 3
First National Bancshares, Inc.
5817 Manatee Avenue West
Bradenton, Florida 34209
------------------------------
Proxy Statement
------------------------------
March 17, 2000
ANNUAL MEETING OF SHAREHOLDERS
This proxy statement and the enclosed proxy are being furnished in
connection with the solicitation by and on behalf of the Board of Directors of
First National Bancshares, Inc. (the "Company") of proxies to be voted at the
Annual Meeting of Shareholders of the Company to be held at 5817 Manatee Avenue
West Manatee Av. W., Bradenton, Florida 34209 on Thursday May 18, 2000, at 4:30
P. M., local time, and at any and all adjournments thereof.
Any person executing a proxy has the power to revoke it by giving
notice in writing to the Secretary of the Company at any time prior to its use
or by voting in person at the meeting. Attendance at the meeting does not
automatically serve to revoke a proxy.
The shares of Common Stock represented at the meeting by the enclosed
proxy will be voted in accordance with the specifications made therein, or, if
no specifications are made, as indicated in this proxy statement. Abstentions
will be included in vote totals and considered negative votes; broker non-votes
will not be included in vote totals and will not be considered in determining
the outcome of the vote. If any proxies of holders of Common Stock do not
contain voting instructions, the shares represented by such proxies will be
voted FOR the Director nominees named in PROPOSAL 1 and FOR the adoption of the
Stock Option Plan described in PROPOSAL 2.
Attendance of 50% of the outstanding shares of the Company, in person
or by proxy, constitutes a quorum.
This proxy statement, the accompanying notice and the form of proxy
are first being mailed to shareholders of the Company on or about March 17,
2000.
VOTING SECURITIES
The only class of voting securities of the Company is its Common
Stock, each share of which entitles the holder thereof to one vote.
On January 1, 1999, following shareholder approval, First National
Bank of Manatee (the "Bank"), a national banking association, was merged into
First National Bancshares, Inc. (the "Company"). Each share of stock in the
Bank, by virtue of the merger, was automatically converted into two shares of
stock in the Company. Shareholders have been asked to submit their Bank stock
certificates to the Company for reissue of Company shares. Any Bank shares not
submitted for reissue by March 9, 2000, the record date, would be treated as
two shares in the Company for voting purposes.
Only shareholders of record at the close of business on March 9, 2000
are entitled to notice of, and to vote at the meeting or at any and all
adjournments thereof. As of March 9, 2000 there were outstanding and entitled
to vote 1,577,869 shares of Common Stock in the Company. Each share in
attendance, in person or by proxy, will be entitled to one vote.
1
<PAGE> 4
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Table I below shows stock ownership of all persons who to the best of
the Company's knowledge own more than 5% of the Company's Common Stock as of
March 9, 2000. A statement of ownership of management and all nominees is shown
on Table II. There are no employees of the Company whose compensation exceeds
$100,000 who are not shown on Table II.
<TABLE>
<CAPTION>
TABLE I
NAME AMOUNT PERCENT OF CLASS
AND BENEFICIALLY BENEFICIALLY
POSITION OWNED OWNED
- ---------------------------------------- ------------ ----------------
<C> <C> <C>
Francis I. duPont, III (Chairman
of the Board and CEO of the Company)
7826 Portosueno Avenue 81,911 5.1%
Bradenton, Florida 34209
Raymond and Wavelet Weigel, Jr.(1)
(no relationship with the Company)
9919 Spoonbill Road 131,075 8.1%
Bradenton, Florida 34209
</TABLE>
(1) Mr. and Mrs. Weigel are the parents of Raymond A. Weigel, III who is
nominated for election to the Board of Directors.
PROPOSAL I: ELECTION OF DIRECTORS
The Bylaws of the Company provide that the Board of Directors shall
consist of not fewer than five nor more than 25 members, all of whom shall be
shareholders. The exact number within the minimum and maximum limits shall be
fixed and determined from time to time by resolution of a majority of the full
Board or by resolution of a majority of the shareholders at any meeting
thereof. The Board of Directors, at a meeting held February 17, 2000, fixed at
ten (10) the number of directors constituting a full Board to be elected at the
meeting to serve until the 2000 Annual Meeting of Shareholders.
2
<PAGE> 5
TABLE II* NOMINEES FOR ELECTION AS DIRECTORS
<TABLE>
<CAPTION>
=========================================================================================
YEAR COMPANY PERCENT OF
NAME, AGE ELECTED STOCK CLASS
AND TO BENEFICIALLY BENEFICIALLY
BUSINESS EXPERIENCE BOARD* OWNED** OWNED
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
BEVERLY BEALL, 54, is the Customer Service 1992 8,706 .5%
Manager of Beall's, Inc., a multi-state
chain of outlet and department stores
headquartered in Bradenton. She has been
with Beall's since 1985.
- -----------------------------------------------------------------------------------------
ROBERT G. BLALOCK, 61, is President of the 1986 50,869(1) 3.1%
law firm Blalock, Landers, Walters, and
Vogler, P.A. since 1964.
- -----------------------------------------------------------------------------------------
ALLEN J. BUTLER, 53, is President of H. 1986 47,394(2) 2.9%
Butler Footwear, Inc., a retail sales
consulting and investment management
company headquartered in Bradenton. He has
been with the company since 1971.
- -----------------------------------------------------------------------------------------
ROSEMARY R. CARLSON, 52, is V.P. and 1998 2,844 .2%
General Manager of Time Warner
Communications and has been with the Time
Warner since 1974.
- -----------------------------------------------------------------------------------------
FRANCIS I. DUPONT, III, 55, has been 1994 81,911(3) 5.1%
Chairman of the Board and Chief Executive
Officer of 1st National Bank & Trust since
July 1994 and First National Bancshares
since 1998.
- -----------------------------------------------------------------------------------------
GLEN W. FAUSSET, 50, has been President, 1986 35,436 2.2%
Chief Operating Officer, and Secretary of
the 1st National Bank Bancshares since
1998.
- -----------------------------------------------------------------------------------------
STEPHEN J. KORCHECK, PH.D., 67, is the 1994 633(4) .04%
retired President of Manatee Community
College, a state institution headquartered
in Bradenton. He served with the college
from 1970 to 1997.
- -----------------------------------------------------------------------------------------
WILLIAM J. THOMPSON, D.D.S., 68, is an 1986 22,776(5) 1.4%
orthodontist and has been practicing in
Bradenton for more than 37 years.
- -----------------------------------------------------------------------------------------
RAYMOND A. WEIGEL, III, 55, is President 1994 18,424(6) 1.1%
of CLB Consulting, Inc., of Grand Rapids,
Michigan. He has been with the firm since
its inception in 1992. From 1988 to 1992,
he was a securities broker with Robert W.
Baird & Co., Inc.
- -----------------------------------------------------------------------------------------
DAN C. ZOLLER, 60, is President of Zoller, 1998 18,274 1.1%
Najjar, Shroyer, Inc. a civil engineering
firm located in Bradenton. He has been
associated with the firm since its
inception in 1975.
- -----------------------------------------------------------------------------------------
TOTAL FOR ALL NOMINEES 287,267 17.8%
=========================================================================================
</TABLE>
* Indicates year elected to the Board of the Bank. The Company Board is
identical in composition to the Bank's Board.
** Unless otherwise indicated, the beneficial owner has sole voting and
investment power.
(1) Includes 21,345 shares held in trusts of which Mr. Blalock is either sole
trustee or co-trustee. His wife owns 5,978 shares solely in her name which
are included but in which Mr. Blalock disclaims any interest.
(2) Mr. Butler owns 41,559 shares as joint tenant with his wife and 5,835 in
his company's name.
(3) Mr. duPont's shares include 40,203 shares of Common Stock, which may be
acquired immediately or within 60 days upon exercise of certain stock
options. His wife owns 5,867 shares solely in her name, which are included
but in which Mr. duPont disclaims any interest.
(4) Dr. Korcheck owns these shares as joint tenant with his wife.
(5) Dr. Thompson owns 17,419 shares as joint tenant with his wife. His wife
owns 5,357 shares in a trust solely for her benefit which are included but
in which Dr. Thompson disclaims any interest.
(6) Includes 1,140 owned by Mr. Weigel as custodian for his daughter. His wife
owns 3,763 shares solely in her name which are included but in which Mr.
Weigel disclaims any interest.
3
<PAGE> 6
The Bylaws of the Company provide that nominations, other than those
made by or on behalf of the existing Board of Directors of the Company, shall
be made in writing and shall be delivered or mailed to the President of the
Company and to the Securities Exchange Commission, Washington, D.C., not less
than 14 nor more than 50 days prior to any meeting of shareholders called for
the election of directors, providing, however, that if less than 21 days'
notice of the meeting is given to shareholders, such nominations shall be
mailed or delivered to the President of the Company and to the Securities
Exchange Commission not later than the close of business on the seventh day
following the day on which the notice of the meeting was mailed. Such notice
shall contain the following information to the extent known to the notifying
shareholder:
1. The name and address of each proposed nominee.
2. The principal occupation of each proposed nominee.
3. The total number of shares of capital stock of the Company
that will be voted for each nominee.
4. The name and residence address of the notifying shareholder.
5. The number of shares of capital stock of the Company owned by
the notifying shareholder.
Nominations not made in accordance herewith may, at his discretion, be
disregarded by the Chairman of the meeting, and upon his instructions, the
judges of the election may disregard all votes cast for each such nominee.
The persons named in Table II (page 3) are all currently members of
the Board of Directors. They will be nominated for election to serve until the
2001 Annual Meeting of Shareholders and until their successors are elected and
qualified. It is the intention of the persons named in the enclosed proxy,
unless otherwise directed by shareholders executing proxies, to vote all
proxies received by them on time "FOR" the election of the ten persons named in
Table II. All nominees have consented to being named in this proxy statement
and have notified management that they intend to serve, if elected. If any of
the nominees should be unable to serve as a director for any reason, the person
or persons voting the proxies may, in their discretion, select another in his
place.
The information set forth on Table II as to age, business experience
for the past five years, including principal occupation or employment (other
than with the Company), and beneficial ownership of the Company's Common Stock
of each of the Board's nominees has been furnished by each nominee. All stock
information is as of March 9, 2000. The Bank became a wholly owned subsidiary
of the Company on January 1, 1999. All of the nominees have been directors of
the Company since its inception in 1998.
STOCK OWNERSHIP EXECUTIVE OFFICERS
There are no named officers whose total compensation exceeds $100,000
who are not included in the nominees shown in Table II.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Bank's directors and executive officers and persons who owned more than 10% of
the Company's Common Stock in 1999 to file with the SEC, reports of changes in
beneficial ownership on Form 4. Officers, directors and greater than 10%
stockholders were required by SEC regulation in 1999 to furnish the Bank with
4
<PAGE> 7
copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on the review of the copies
of such forms furnished to the Company during the fiscal year ended December
31, 1999, there was full compliance with all Section 16(a) filing requirements
applicable to the Bank's officers, directors, and greater than 10% beneficial
owners.
COMMITTEES OF THE BOARD OF DIRECTORS OF THE COMPANY AND OF THE BANK (A WHOLLY
OWNED SUBSIDIARY OF THE COMPANY) AND CERTAIN MEETINGS
The Company has no standing committees.
The Company's Board of Directors held twelve (12) regular meetings in
1999. Each member of the Board of Directors of the Company (who is not an
employee of the Bank) received $7500 in annual compensation for his or her
service on the Board and $7,500 for his or her service on the Bank Board and
the committees of the Bank. During the year that ended December 31, 1999, no
director nominated for reelection attended fewer than 75% of the total number
of meetings of the Company Board, the Bank Board and the total number of
meetings of all the Committees of the Bank on which he or she served.
In 1999 the Bank had nine standing committees: The Executive
Committee; Loan Review, Audit & Compliance Committee; Loan Committee;
Nomination Committee; Planning Committee; CRA Committee; Compensation and
Benefits Committee; Trust Committee; and Year 2000 Committee.
The Executive Committee of the Bank was comprised of Messrs. Blalock,
Butler, duPont, Fausset and Thompson. The committee met twelve (12) times in
1999. The principal function of the Executive Committee is to act on behalf of
and to exercise all of the powers of the Board of Directors when the Board is
not in session, except those powers specifically reserved to the Board under
the Bank's bylaws or applicable law.
The Loan Review, Audit & Compliance Committee of the Bank was
comprised of Ms. Beall and Messrs. Butler and Zoller, none of whom are officers
of the Bank. The Committee met four (4) times during 1999. The principal
functions of this committee are to:
1. Recommend to the Board the engagement of the Bank's
independent auditors.
2. Review the scope of the annual audit prior to publication.
3. Review the results of the audit with the independent
auditors.
4. Determine that no restrictions are placed by management on
the scope or implementation of the independent auditors'
examination of the Bank.
5. Report the results of such examination in writing to the
Board at a regular meeting.
6. Review the adequacy of the system of internal accounting
controls.
7. Review internal audit reports.
8. Review internal loan review reports.
The Loan Committee of the Bank, which is comprised of Ms. Beall, and
Messrs. Blalock,
5
<PAGE> 8
Butler, duPont, Fausset and Zoller, met fifteen (15) times during 1999. The
principal functions of the Loan Committee are to:
1. Examine and approve loans and discounts.
2. Buy and sell bills of exchange.
3. Discount and purchase bills, notes, and other evidences of
debt.
The Nominating Committee of the Bank was comprised of the entire Board
of Directors of the Bank. The full Board of Directors acted on nominations in
1999 but held no meetings for this special purpose outside of the regular board
meetings.
The Planning Committee of the Bank, comprised of Mrs. Carlson, and
Messrs. Blalock, Butler, duPont, Fausset, Korcheck, and Weigel, met twice (2)
in 1999. The principal function of the Planning committee is to develop a
strategic plan for the Bank.
The Community Reinvestment Act Committee (CRA) of the Bank, comprised
of Mrs. Carlson and Messrs. duPont, Fausset, Korcheck and Weigel, and officers
and employees of the bank, met two (2) times in 1999. The principal function of
this committee is to monitor the Bank's compliance with the Community
Reinvestment Act.
The Compensation and Benefits Committee of the Bank met one (1) time
in 1999. It was comprised of Ms. Beall and Messrs. Korcheck, Thompson and
Zoller. The principal function of this committee is to review the compensation
and benefits package of the Bank to ensure the hiring and retention of
qualified officers and employees for the Bank. The committee also reviews the
performance of the Executive Officers of the Bank annually and makes salary
recommendations to the Board.
The Trust Committee of the Bank was comprised of Mrs. Carlson and
Messrs. Korcheck, Thompson, and Weigel. It met six (6) times in 1999. The
principal function of this committee is to monitor the trust activities of the
trust department of the Bank.
The Year 2000 Committee of the Bank was comprised of Messrs. Blalock,
Butler, Weigel, duPont, Fausset and officers of the Bank. It met eight (8)
times in 1999. The principal function of this committee is to monitor the
Bank's progress in preparing its systems and equipment for the year 2000 date
change. In addition, the committee monitors the Bank's liquidity readiness, and
the Y2k risk in the Bank's loan portfolio.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From January 1, 1999 to the date of this proxy statement, no director
of the Company (or his affiliate) was, during such period, indebted to the Bank
in an amount in excess of 10% of the average total equity capital accounts of
the Bank at that time (or $1,247,000 at December 31, 1999).
In addition, from January 1, 1999 to the date of this proxy statement,
all executive officers, directors and principal shareholders of the Company, as
a group, and/or their affiliates were not, during such period, indebted to the
Bank in an amount in excess of 20% of the average total equity capital accounts
of the Bank at that time (or $2,495,000).
The maximum aggregate amount of credit extended by the Bank to the
group during such period was $936,00, which represented 7.3% of the total
equity capital accounts of the Bank at that time. On December 31, 1999, the
aggregate amount of credit extended by the Bank to the group was
6
<PAGE> 9
$936,000, which represented 7.3% of the total equity capital accounts of the
Bank at that date.
Also, Ray Weigel, III, who is nominated for re-election to the Board
of Directors, is the son of Ray Weigel, Jr., who is a shareholder owning more
than 5% of the Company.
In addition, Robert G. Blalock, a director of the Company, is a member
of the law firm of Blalock, Landers, Walters and Vogler, P. A., which does the
majority of the Bank's legal work relating to litigation on defaulted loans,
real estate acquisitions, and general legal consulting. The Company has
reviewed the fees and believes they are competitive within the market place.
Fees paid by the Bank were less than 5% of the law firm's revenues.
EXECUTIVE COMPENSATION
Since the Company had no employees in 1999, the information provided
in this Proxy Statement relative to executive compensation relates solely to
that related to the Bank.
Table III sets forth certain information concerning all compensation
paid or accrued by the Bank during the fiscal year that ended December 31, 1999
to:
1. The Chief Executive Officer of the Bank.
2. Each executive officer whose aggregate compensation exceeded
$100,000.
<TABLE>
<CAPTION>
TABLE III
Name and Year Salary Bonus Other Annual Awards SARs LTIP All Other
Principal ($) ($) Compensation ($) ($) Payouts Compensation
Position (1) ($) ($)
($)
-------- ---- ------ ----- ------------ ------ ---- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Francis I. duPont, III, 1999 145,000 30,000 12,409 0 0 0 0
Chairman of the Board & CEO 1998 136,000 42,500(2) 8,734 0 0 0 0
1997 129,448 10,000 7,621 0 0 0 0
Glen W. Fausset, 1999 104,000 17,500 10,905 0 0 0 0
President & COO 1998 97,026 20,000(3) 7,863 0 0 0 0
1997 97,026 5,000 7,636 0 0 0 0
</TABLE>
(1) Includes value of bank car allocated to personal use, 401-k matching
contributions by the Bank and insurance premiums on life, medical, dental,
and disability.
(2) Includes 1997 bonus of $17,500 paid in 1998 and 1998 bonus of $25,000 also
paid in 1998.
(3) Includes 1997 bonus of $7,500 paid in 1998 and 1998 bonus of $12,500 also
pain in 1998.
Change of Control Provisions
In 1997, the Board of Directors of the Bank entered into employment
agreements with Messrs. duPont and Fausset which contain provisions for
compensation to them in the event of a change of the controlling interest of
the bank or dismissal without cause. The agreements provide for the payment of
up to three times base compensation upon a change of control of the Bank or
dismissal without cause. In 1999, those provisions were amended to include the
same compensation to them in the event of a change of the controlling interest
of the Company.
COMPENSATION PURSUANT TO PLAN
7
<PAGE> 10
Incentive Stock Option Plan
On July 17, 1986, the Bank adopted an Incentive Stock Option Plan
("Option Plan"), which authorizes the Bank's Stock Option Plan Committee to
grant to officers and other key employees of the Bank nontransferable options
to purchase an aggregate of 75,000 shares of the Bank's Common Stock (subject
to adjustment pursuant to antidilution provisions). This plan expired on July
17, 1996.
At the 1995 Annual Meeting of the Shareholders of the Bank, the
shareholders of the Bank voted in favor of the ratification of a replacement
successor plan, which will expire 5 years from its approval (April 20, 2000).
The plan authorizes the Bank's Board of Directors to grant officers and other
key employees of the Bank non-transferable options to purchase an aggregate of
25,000 shares of the Bank's common stock (subject to adjustment pursuant to the
antidilution provisions which make 68,814 shares available in the plan due to
stock dividends and the split due to the Bank's merger with the Company).
On January 1, 1999, when the Company merged with the Bank, the Company
assumed the Bank's Incentive Stock Option Plan.
The existing plan expires on April 20, 2000.
Since 1986, the Board of Directors of the Bank has granted options to
current executive officers of the Company to purchase 40,024 shares of Common
Stock. On January 1, 1999, these options were converted on a two for one basis
to shares of Common Stock of First National Bancshares, Inc. by the merger of
the bank into the holding company. At January 31, 2000 there were 40,203 shares
(including accrued stock dividends) remaining outstanding.
The Bank has also granted options to eighteen other current key
employees of the Bank. Options to purchase a total of 11,593 shares of Common
Stock remain outstanding. The option exercise price for each option share was
100% of the fair market value of the Common Stock on the date of the grant. On
January 1, 1999, these options were converted to 38,288 shares of Common Stock
of First National Bancshares, Inc. by the merger of the bank into the holding
company.
PROPOSAL II: INCENTIVE STOCK OPTION PLAN
The Board of Directors of the Company recommends that that the
shareholders of the Company vote in favor of the ratification of a replacement
plan; successor to the current option plan. This proposed plan will continue on
substantially the same terms as the current plan with the following changes:
1. The plan will expire ten (10) years from its approval (May
18, 2010).
2. The plan will authorize the Company's Board of Directors to
grant officers and other key employees of the Company and its
subsidiaries non-transferable options to purchase an
aggregate of 225,000 shares of the Company's common stock
(subject to adjustment pursuant to the anti-dilution
provisions).
The purpose of the Option Plan is to advance the interests of the
Company by providing officers and other key employees of the Bank who have
substantial responsibility for the direction and management of the Bank with
additional incentive to promote the success of the business, to increase their
proprietary interest in the success of the Bank, and to encourage them to
remain in its employ. All options granted under the Option Plan are intended to
qualify as "incentive stock options" pursuant to Section 422A of the Internal
Revenue Code of 1986, as amended.
8
<PAGE> 11
A committee of the Board of Directors of the Company administers the
Stock Option Plan. In the future, the Board of the Company will determine,
subject to the provisions of the Option Plan, in its sole discretion, to whom
options will be granted, the time at which options will be granted, the option
price (as specified below) of the shares subject to each option, the time when
each option will be exercisable and the duration of the exercise period, and
interpretations of the Option Plan. All recipients must agree in writing to
remain in the employ of the Company or its subsidiaries for a period of at
least three years from the date of grant.
The Option Plan provides that the exercise price of the stock options
will be determined by the Stock Option Plan Committee at the date of grant, but
in no event will the purchase price be less than 100% of the fair market value
(as defined in the Option Plan) of the Company's Common Stock on such date.
Each option granted under the Option Plan becomes exercisable only
after one year continued employment of the optionee immediately following the
date of grant. No other vesting restrictions apply. However, no option may be
exercised unless the optionee is, at the time of exercise, in the employ of the
Company or its subsidiaries and shall have been continuously so employed since
the date of grant of the option. In no event, however, will an option under the
original plan be exercisable after ten years from the date of grant.
The Option Plan provides that an optionee may exercise his option by
surrendering cash, certified bank check, or Common Stock of the Company, which
the optionee owns at its then fair market value in payment of the exercise
price of the option. If an optionee exercises his stock option rights (other
than as a result of certain events set forth in the Option Plan), the optionee
will be subject to a restrictive covenant not to compete with the Bank within
Manatee or Sarasota counties, Florida for a period of two years after such
exercise of his stock option rights.
The Option Plan provides that if a change of control (see "Executive
Compensation" above) of the Company occurs, the options will be immediately
exercisable by the optionee. The Option Plan also provides that no option will
be exercisable more than three months after termination of the optionee's
employment with the Bank unless such termination of employment occurs by reason
of disability or death. In the event of the disability or death of a recipient
of options while an employee (or his death within three months after
retirement), the options which were otherwise exercisable on the date of
disability or death, as the case may be, will be exercisable by the optionee or
the estate of the optionee or by any person who acquires such option by bequest
or inheritance from the optionee at any time prior to the expiration of one
year from the date of his disability or death.
The Board of Directors of the Company has the right to amend, suspend,
or terminate the Option Plan at any time, but no such action will affect or
impair the rights of a recipient under any option previously granted under the
Option Plan. The current Option Plan terminates ten years from its effective
date or at such earlier time as the Board of Directors of the Company may
determine, as to any shares not at the time subject to options. The current
plan will be terminated upon approval of the proposed plan.
9
<PAGE> 12
<TABLE>
<CAPTION>
TABLE IV - AGGREGATED OPTION/SAR EXERCISES
IN FISCAL 1999 AND FISCAL YEAR END OPTION VALUES(1)
VALUE OF
NUMBER OF NUMBER OF UNEXERCISED
SHARES UNEXERCISED IN-THE-MONEY
UNDERLYING SHARES OPTIONS AT OPTIONS AT
OPTIONS ACQUIRED ON VALUE 12/31/1992(2) 12/31/1999(3)
GRANTED IN EXERCISE (#) REALIZED (EXERCISABLE/ (EXERCISABLE/
NAME 1999 UN-EXERCISABLE) UN-EXERCISABLE)
---- ---------- ------------ -------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Francis I duPont, III 0 0 0 40,203/0 $427,081/0
Glen W. Fausset 0 0 0 0/0 $0/0
</TABLE>
(1) The bank does not have a stock appreciation rights (SAR) plan.
(2) Includes additional shares accrued due to stock dividends and splits.
(3) Based on market value of $16.50 per share, representing the last known
trade before year-end.
10
<PAGE> 13
Pension Plan
The Bank has a qualified, contributory defined benefit retirement
plan, which is administered by the Bank's Trust Department, and an advisory
committee appointed by the Board of Directors. Employees of the Bank are
eligible to participate in the Bank's qualified pension plan after they have
completed six months of service and have attained age 21. Contributions are to
be made by the Bank annually in amounts determined by the plan's actuary as
necessary to fund retirement benefits under the plan.
The plan provides for monthly retirement benefits to, or on behalf of,
each covered employee or beneficiary upon death or retirement at age 65. At age
65, such retirement benefits will be equal to 56% of an employee's average
earnings (defined as the average of his monthly base salary during the best
paid 60 consecutive month period). Benefits under the plan begin to vest after
three years of service and do not fully vest until completion of seven years of
credited service. Benefits are reduced for employees who retire with less than
28 years of service.
Table V illustrates annual benefits which would be payable to
employees upon reaching the age of 65 for various levels of compensation and
years of service.
<TABLE>
<CAPTION>
TABLE V
COMPENSATION 10 YEARS 20 YEARS 30 YEARS 40 YEARS
- ------------ -------- -------- -------- --------
<S> <C> <S> <C> <C>
$10,000 $ 2,000 $ 4,000 $ 5,600 $ 5,600
20,000 4,000 8,000 11,200 11,200
30,000 6,000 12,000 16,800 16,800
40,000 8,000 16,000 22,400 22,400
50,000 10,000 20,000 28,000 28,000
60,000 12,000 24,000 33,600 33,600
</TABLE>
COMPENSATION COMMITTEE REPORT
General: The Company has no paid employees. The officers of the
Company are compensated for their services as officers of the Bank through the
salaries established by the Board of the Bank. The Bank has a Director's
Compensation and Benefits Committee that reports directly to the Board of
Directors of the Bank and in its capacity makes recommendations to the Board
for the compensation of the Chief Executive Officer (CEO) and the President.
The committee also makes recommendations to the Board on employee compensation
programs such as the company's 401-k program and incentive stock option plan as
well as the employee salary levels. In 1998, the Committee that reviewed
compensation for the CEO and the President for 1999 was comprised of Ms. Beall
and Messrs. Korcheck, Thompson, and Zoller. Dr. Korcheck chaired the committee.
The current compensation program for the CEO and the President
includes base salary, annual performance incentives, and long-term incentive
opportunity in the form of stock options. Base salaries are comparable with
those of similar asset-sized banking companies.
11
<PAGE> 14
The Committee believes that this compensation package allows the Company to
attract and retain high quality personnel, while at the same time maximizing
Company performance. Long-term incentive is based on stock performance through
stock options. The Committee's position is that stock ownership by management
is beneficial in aligning management's and stockholder's interests to enhance
stockholder value.
Base Salary: In setting the 1999 base salaries for the CEO and the
President, the Committee reviewed the Bank's overall financial performance
during 1998. It considered in particular, return on equity, net income,
earnings per share, asset quality and growth in assets in the context of the
Bank's long term strategic plan compared to 1997 as well as to the performance
of comparable community banks. The Committee also took into consideration the
CEO's and the President's individual performances and direct contribution to
the Bank's performance during 1998 in addition to market levels of compensation
for their positions. During 1998 the Bank make significant progress in
achieving its goals for all of the measures of performance reviewed by the
Committee. The Committee determined that the CEO and the President's salaries
should be increased to $146,393 and $104,000 for 1999.
Annual Bonus: The CEO and the President of the Company are eligible to
receive annual cash bonuses through the Bank's Incentive Bonus Program. The
Bonus Program provides for the payment of cash incentive awards to them at the
discretion of the Board of Directors, based on recommendations from the
Compensation Committee. In 1999, the CEO and the President received $30,000 and
$17,500 respectively.
Long-term Incentives: Directors, officers and employees of the Company
and its subsidiaries are eligible to participate in the Company's Incentive
Stock Option Plan. The Stock Option Plan is designed to assist the Company in
securing and retaining quality employees by allowing them to participate in the
ownership and financial success of the Company. The granting of options gives
those employees receiving the grants significant additional incentives to work
for the long-term success of the Company. The Board of Directors determines the
number of option grants made to specific individuals by evaluating their
relative degree of influence over the results of the operations of the Company.
The Board follows written procedures on determining the individuals who will be
awarded option grants and the timing, vesting and amounts of such grants.
STOCK PERFORMANCE
The following graph presents a comparison of the cumulative total
shareholder return on the Company's common stock with the cumulative total
return of the NASDAQ Bank Index since December 31, 1994. (The Company's stock
is not traded on any exchange. Although some trades have been facilitated by
brokers posting offers on the NASDAQ Over the Counter Bulletin Board (OTCBB)
most have been consummated by direct sale from seller to buyer, sometimes with
broker involvement.
12
<PAGE> 15
The following graph assumes that $100 was invested on December 31,
1994 in the Company's common stock and the NASDAQ Bank Index.
<TABLE>
<CAPTION>
December 31 1994 1995 1996 1997 1998 1999
----------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
NASDAQ Bank Stock Index $100.00 $144.81 $182.70 $298.87 $263.69 $242.64
First National Bancshares 100.00 103.38 115.34 142.48 209.44 259.18
</TABLE>
[BAR GRAPH OMITTED]
CHANGE IN ACCOUNTANTS
There has been no change in accounting firms in 1999. The accounting
firm of Christopher, Smith, Leonard, Bristow, Stanell, and Wells, P.A. was
engaged as auditor for the Bank in 1994 and has been re-engaged each subsequent
year. A representative of the firm is expected to be in attendance at the
annual meeting and available to answer questions.
INTEREST OF MANAGEMENT AND OTHERS IN MATTERS TO BE ACTED UPON
No director, executive officer, or nominee for director of the
Company, principal shareholder, or any associate of these individuals, has nor
are they expected to have, any substantial interest, direct or indirect, in any
matter to be acted upon at the annual meeting, other than election to office
and participation in the Incentive Stock Option Plan.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Annual
Meeting of Shareholders to be held in 2001 must be received by November 30,
2000 for consideration by the Company for possible inclusion in the proxy
statement and form of proxy. Proposals should be sent to Angela O'Reilly,
Secretary, First National Bancshares, Inc., 5817 Manatee Avenue West, Bradenton
Florida 34209. It is suggested that any proposal be sent by certified mail,
return receipt requested.
OTHER MATTERS
As of the date of this proxy statement, the management of the Company
has no knowledge
13
<PAGE> 16
of any matters to be presented for consideration at the meeting other than
those referred to in the enclosed notice and proxy. If any other matters
properly come before the meeting, the persons named in the accompanying form of
proxy intend to vote such proxy to the extent entitled in accordance with the
recommendation of the Board of Directors.
SOLICITATION OF PROXIES
Proxies will be solicited by mail, and, additionally, some of the
officers, directors and employees of the Bank may, without additional
compensation, solicit proxies on behalf of the management by telephone,
telegram and personal interview. In that connection, the Company will arrange
for brokerage houses, nominees, and other custodians holding shares of Common
Stock of record to forward proxy soliciting material to the beneficial owner of
such shares, and will reimburse such record owners for the reasonable
outofpocket expenses incurred by them. All costs of the proxy solicitation will
be borne by the Company.
ANNUAL REPORT
The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, including audited financial statements, is being mailed to
shareholders of the Company with this proxy statement, but is not to be
considered a part hereof.
Your cooperation in giving this matter your immediate attention and in
returning your proxy promptly will be appreciated.
By Order of the Board of Directors,
Glen W. Fausset, President
March 17, 2000
14
<PAGE> 17
EXHIBIT TO PROXY STATEMENT
FIRST NATIONAL BANCSHARES, INC.
INCENTIVE STOCK OPTION PLAN SUMMARY
EFFECTIVE MAY 18, 2000
PLAN SUMMARY
The Plan provides that an aggregate of 225,000 shares of First
National Bancshares, Inc. (the Holding Company) Common Stock may be optioned to
officers and other key employees of the Holding Company and of 1st National
Bank & Trust (the Bank), a wholly-owned subsidiary of the Holding Company. The
Plan provides authority for a Stock Option Plan Committee to select the
employees of the Holding Company and the Bank to whom incentive stock options
will be granted. The options will be granted to certain key employees of the
Holding Company and the Bank who agree, in writing, to remain in the employ of
the Holding Company and/or the Bank for a period of at least three (3) years
from the date of the granting of the option.
Following the statutory requirement of Section 422 of the Internal
Revenue Code of 1986, as amended, the Plan provides that the Board may
establish the purchase price of the stock at the time the option is granted.
However, the purchase price may not be less than 100 percent of the fair market
value of the Holding Company's Common Stock on such date. The aggregate fair
market value of the stock for which any employee may purchase with the exercise
of said options in any calendar year shall not exceed $100,000, in which case
the excess over $100,000 shall be treated as options which are not incentive
stock options.
The Plan terminates ten (10) years from its effective date. All new
options to be granted are nontransferable. The Bank is to receive no cash
consideration for granting options under the Plan.
However, when an option is exercised, the holder is required to pay
the option price in cash, certified bank check, shares of the Holding Company's
Common Stock, or in any combination of the above, for the option.
15
<PAGE> 18
FIRST NATIONAL BANCSHARES, INC.
INCENTIVE STOCK OPTION PLAN
MAY 18, 2000
1. Purpose of the Plan
This Incentive Stock Option Plan (hereinafter called the "Plan") for
First National Bancshares, Inc. (hereinafter called the "Holding
Company") is intended to advance the interests of the Holding Company
and of 1st National Bank & Trust (hereinafter called the "Bank"), a
wholly-owned subsidiary, by providing officers and other key employees
who have substantial responsibility for the direction and management
of the Holding Company and/or the Bank with additional incentive for
them to promote the success of the business, to increase their
proprietary interest in the success of the Holding Company and the
Bank, and to encourage them to remain in its employ. The above aims
will be effectuated through the granting of certain stock options. It
is intended that options issued under the Plan and designated by the
Board under Section 3(b) will qualify as Incentive Stock Options
(hereinafter called "ISO's") under Section 422 of the Internal Revenue
Code of 1986, as amended, and the terms of the Plan shall be
interpreted in accordance with this intention.
2. Administration of the Plan
The Board of Directors of the Holding Company (hereinafter called the
"Board") shall appoint a Stock Option Plan Committee (hereinafter
called the "Committee") which shall consist of not less than three (3)
members, at least one of whom shall be a Director of the
16
<PAGE> 19
Holding Company. Subject to the provisions of the Plan, the Committee
shall have plenary authority, in its discretion: (a) to determine the
employees of the Holding Company and/or Bank (from among the class of
employees eligible under Section 3 to receive options under the Plan)
to whom options shall be granted; (b) to determine the time or times
at which options shall be granted; (c) to determine the option price
of the shares subject to each option which price shall not be less
than the minimum specified in Section 5; (d) to determine (subject to
Section 7) the time or times when each option shall become exercisable
and the duration of the exercise period; and (e) to interpret the Plan
and to prescribe, amend, and rescind rules and regulations relating to
it. The Board may from time to time appoint members of the Committee
in substitution for members previously appointed any may fill
vacancies, however caused, in the Board; provided, however, that at
all times at least one member shall be a Director of the Holding
Company. The Committee shall select one of its members as its Chairman
and shall hold its meetings at such times and places as it shall deem
advisable. All action of the Committee shall be taken by unanimous
vote of its members.
Any action may be taken by a written instrument signed by all the
members of the Committee, and action so taken shall be fully as
effective as if it had been taken by a unanimous vote of the members
at a meeting duly called and held. The Committee may appoint a
secretary to keep minutes of its meetings and shall make such rules
and regulations for the conduct of its business as it shall deem
advisable.
17
<PAGE> 20
3. Eligibility for Participation and Limitations on Options Granted under
the Plan
(a) Participants in the Plan shall be selected by the Committee from
the executive officers and positions and who have the capability of
making a substantial contribution to the other key employees of the
Holding Company and/or the Bank who occupy responsible managerial or
professional success of the Holding Company and/or the Bank. In making
this selection and in determining the form and amount of awards, the
Committee shall consider any factors deemed relevant, including the
individual's function, responsibilities, value of services to the
Holding Company and Bank, and past and potential contributions to the
Holding Company and/or to the Bank's profitability and sound growth.
Officers are eligible as long as they are considered a full-time
employee, are considered a valued employee in good standing, and it is
anticipated that the employee will remain in the employ of the Bank.
No options will be awarded during the first year of employment;
however, the Board may award options as a condition of employment.
(b) At the time of the grant of each option under this Plan, the
Committee shall determine whether such option is to be designated as
an ISO, at which time the provisions of Section 7 of this Plan shall
be made applicable to such option. In addition, no option granted to
any employee, who at the time of such grant, owns stock possessing
more than 10 percent of the total combined voting power of all classes
of stock of the Holding Company or any parent or subsidiary
corporation, may be designated as an ISO. The preceding sentence shall
not apply if at the time of such grant, the option price is at least
110 percent of the
18
<PAGE> 21
fair market value of the stock subject to the option, and such option
by its terms is not exercisable after the expiration of ten (10) years
from the date such option is granted.
4. Shares of Stock Subject to the Plan
There will be reserved for use upon the exercise of options to be
granted from time to time under the Plan (subject to the provisions of
Section 12) an aggregate of 225,000 shares of the Voting Common Stock
of the par value of $0.10 per share (hereinafter called the "Common
Stock") of the Holding Company, which shares may be in whole or in
part, as the Board shall from time to time determine, authorized but
unissued shares of the Common Stock, or issued shares of the Common
Stock which shall have been reacquired by the Holding Company. Any
shares subject to an option under the Plan, which option for any
reason expires or is terminated unexercised as to such shares, may
again be subjected to an option under the Plan.
Certificates representing shares which are subject to this Plan will
bear the following legend, in addition to such other legends as
counsel to the Corporation may deem appropriate:
RESTRICTED SHARES
"The shares represented by this certificate are subject to the terms,
conditions, and restrictions of the Holding Company's Incentive Stock
Option Plan, a copy of which is on file and available for inspection
during normal business hours at the Corporation's principal office."
5. Option Price
19
<PAGE> 22
The purchase price under each option issued shall be determined by the
Committee at the time the option is granted, but in no event shall
such purchase price be less than 100 percent of the fair market value
of the Holding Company's Common Stock on the date of grant. The term
"fair market value" shall be defined as the average of the highest and
lowest market price of said Common Stock on the date of the grant of
the option, or, if there be no sales on such date, on the most recent
date upon which such stock was traded, if it is representative of the
fair market value of said stock.
6. Dilution or other Agreement
In the event that additional shares of Common Stock are issued
pursuant to a stock split or a stock dividend, the number of shares of
Common Stock then covered by each outstanding option granted hereunder
shall be increased proportionately with no increase in the total
purchase price of the shares then so covered, and the number of shares
of Common Stock reserved for the purpose of the Plan shall be
increased by the same proportion.
In the event that the shares of Common Stock of the Holding Company
from time to time issued and outstanding are reduced by a combination
of shares, the number of shares of Common Stock then covered by each
outstanding option granted hereunder shall be reduced proportionately
with no reduction in the total price of the shares then so covered,
and the number of shares of Common Stock reserved for the purposes of
the Plan shall be reduced by the same proportion.
20
<PAGE> 23
In the event that the Holding Company should transfer assets to
another company and distribute the stock of such other company without
the surrender of Common Stock of the Holding Company, and if such
distribution is not taxable as a dividend and no gain or loss is
recognized by reason of Section 355 of the Internal Revenue Code of
1986, as amended, or some similar section, then the total purchase
price of the shares covered by each outstanding option shall be
reduced by the following: A ratio of which the numerator consists of
the market value of the stock distributed, and which the denominator
consists of the aggregate market value of the stock distributed and
the market value of the stock of the Holding Company immediately after
the distribution. This ratio shall be applied to the purchase price of
the shares covered by each outstanding option.
All such adjustments shall be made by the Committee, pursuant to this
section, whose determination upon the same shall be final and binding
upon the optionees. No fractional shares shall be issued, and any
fractional shares resulting from the computations pursuant to this
Section shall be eliminated from the respective option. No adjustment
shall be made for cash dividends or the issuance to stockholders of
rights to subscribe for additional Common Stock or other securities.
7. Period of Option and Certain Limitations on Right to Exercise
(a) All options issued under the Plan shall be for such period as the
Committee shall determine, but are not exercisable after ten (10)
years from the date of grant thereof.
21
<PAGE> 24
(b) The period of the option, once it is granted, may be reduced only
as provided for in Section 9 in connection with the termination of
employment, death, or disability of the optionee.
(c) Each option granted under this Plan shall become exercisable only
after one (1) year continued employment of the optionee with the
Holding Company and/or Bank immediately following the date the option
is granted.
(d) Each option granted may be exercised as to not more than the total
number of shares covered in the option starting in the year commencing
twelve months from the date of the granting of the option, from time
to time as to any lesser portion thereof in units of 10 shares or
multiples thereof, unless optionee shall hold options for less than
the number last stated and in which event the optionee may exercise
the option as to all shares represented by such option. Any option
designated as an ISO shall be exercisable same as above after the
expiration of one (1) year following the date such option is granted,
but only if the optionee chooses to exercise such option and to pay
for such option in the manner set forth in Section 7(h) hereof (i.e.,
in cash, certified bank check, or shares of the Holding Company's
Common Stock, or any combination of the foregoing in an amount equal
to the full option price of the shares being purchased).
(e) Notwithstanding the foregoing, the Committee may, in its sole
discretion, prescribe
22
<PAGE> 25
longer time periods and additional requirements with respect to the
exercise of an option. No option may be exercised unless the optionee
is at the time of such exercise in the employ of the Holding Company
and/or Bank and shall have been continuously so employed since the
grant of his option. Absence or leave approved by the management of
the Bank shall not be considered an interruption of employment for any
purpose under the Plan.
(f) Any employee who does not remain in the employ of, and render
service to, the Holding Company and/or the Bank for a period of at
least three (3) years from the date of the grant of the option and who
has exercised said option shall return said stock issued pursuant to
the option within 30 days after termination for consideration equal to
the lesser of fair market value or the option price paid by said
employee. An exception shall apply to this mandatory repurchase, if
the employee terminates by reason of their death, disability or
retirement at their Retirement Date as prescribed by the Bank, or by
exercise pursuant to Section 9(f).
(g) Any option under this Plan, designated by the Committee as an ISO,
may be exercised while there is outstanding in the hands of the
optionee another ISO (whether granted under this Plan or any other
Stock Option Plan established by the Holding Company and/or the Bank)
which was granted before the granting of the ISO hereunder sought to
be exercised. For purposes of this subsection, any ISO shall be
treated as outstanding until such option is exercised in full or
expires by reason of lapse of time. In the event options are exercised
in any calendar year in excess of $100,000, such option shall be
exercised in
23
<PAGE> 26
the order in which they were granted.
(h) The exercise of any option shall be contingent upon receipt by the
Holding Company of cash, certified bank check to its order, or shares
of the Holding Company's Common Stock, or any combination of the
foregoing in an amount equal to the full option price of the shares
being purchased. For purposes of this paragraph, shares of the Holding
Company's Common Stock that are delivered in payment of the option
price shall be valued at their fair market value determined under the
method set forth in Section 5 of this Plan applied as of the date of
the exercise of the option.
(i) However, in order to facilitate the accumulation of funds to
enable employees to exercise their option, they will have the right,
if they so elect, to direct their employer to withhold from their
compensation regular amounts to be applied toward the exercise of the
options. Funds credited to the Stock Option accounts will be under the
control of the employer until applied to the payment of the option
price at the direction of the employee or returned to the employee in
the event the amount is not used for purchase of shares under option.
All funds received or held by the employer under the Plan may be used
for any corporate purpose, and no interest shall be payable to a
participant on account of any amounts so held. Such amounts may be
withdrawn by the employee at any time, in whole or in part, for any
reason.
(j) No optionee or his legal representative, legatees, or
distributees, as the case may be,
24
<PAGE> 27
will be, or will be deemed to be, a holder of any share subject to an
option unless and until certificates for such shares are issued to him
or them under the terms of the Plan. No adjustment shall be made for
cash dividends or other rights for which the record date is prior to
the date such stock certificate is issued.
(k) In no event may an option be exercised after the expiration of its
term.
(l) If the optionee has exercised an option granted pursuant to this
Plan (unless the exercise occurred in connection with one of the
conditions set forth in Section 9(c) or (d)) for a period of two (2)
years after such exercise the optionee will not, within Manatee County
or Sarasota County, Florida, directly or indirectly, own, manage,
operate, control, be employed by, participate in, or be connected in
any manner with the ownership, management, operation, or control of a
bank or savings institution. In the event of the optionee's actual or
threatened breach of the provisions of this paragraph, the Holding
Company and/or the Bank shall be entitled to an injunction restraining
the optionee therefrom. Nothing shall be construed as prohibiting the
Holding Company or the Bank from pursuing any other available remedies
for such breach or threatened breach, including the recovery of
damages from the optionee.
(m) The aggregate fair market value of the Option Stock (determined at
the date of grant) for which the options are exercisable for the first
time under the terms of this Plan, by any employee during any calendar
year, cannot exceed $100,000.
25
<PAGE> 28
8. Assignability
Each option granted under this Plan shall be transferable only by will
or the laws of descent and distribution, and is exercisable, during an
employee's lifetime, only by the employee to whom the option is
granted. Except as permitted by the preceding sentence, no option
granted under the Plan or any of the rights and privileges thereby
conferred shall be transferred, assigned, pledged, or hypothecated in
any way (whether by operation of law or otherwise), and no such
option, right, or privilege shall be subject to execution, attachment,
or similar process. Upon any attempt so to transfer, assign, pledge,
hypothecate, or otherwise dispose of the option, or of any right or
privilege conferred thereby, contrary to the provisions hereof, or
upon the levy of any attachment or similar process upon such option,
right or privilege, the option and such rights and privileges shall
immediately become null and void.
9. Effect of Termination of Employment, Death, Disability, Retirement or
Change in Ownership
(a) In the event of the termination of employment of an optionee by
reason of a discharge for cause, any option or options theretofore
granted to him under this Plan to the extent not theretofore exercised
by him shall forthwith terminate.
(b) In the event of the termination of employment of an optionee
(other than by reason of death, disability or retirement of the
optionee at his Retirement Date by the Holding
26
<PAGE> 29
Company and/or the Bank), any option or options granted to him under
the Plan to the extent not theretofore exercised shall be deemed
canceled and terminated forthwith, except that, subject to the
provisions of Section (a) of this Section, such optionee may exercise
any options theretofore granted to him, which have not then expired
and which are otherwise exercisable within the provisions of Section 7
hereof, ending on the day three (3) months after the date of
termination. If the employment of an optionee shall be terminated by
reason of the optionee's retirement at his Retirement Date by the
Holding Company and/or the Bank employing the optionee at such time,
the optionee shall have the right to exercise such option or options
held by him to the extent that such options have not expired, at any
time ending on the day five (5) years after such retirement. The
provisions of Section 7 to the contrary notwithstanding, upon
retirement, all options held by an optionee shall be immediately
exercisable in full. If the optionee exercises the options granted to
him, then the restrictive covenants of Section 7(l) shall apply.
(c) In the event that an optionee shall die while employed by the
Holding Company and/or the Bank or shall die within five (5) years
after retirement at his Retirement Date, any option or options granted
to him under this Plan and not theretofore exercised by him or expired
shall be exercisable in full by the estate of the optionee or by any
person who acquired such option by bequest or inheritance from the
optionee. The preceding sentence shall apply, notwithstanding Section
7, at any time within five (5) years after the death of the optionee.
References herein to the optionee shall be deemed to include any
person entitled to exercise the option after the death of the optionee
under the terms of this Section.
27
<PAGE> 30
(d) In the event of the termination of employment of an optionee by
reason of the optionee's disability, the optionee shall have the
right, notwithstanding the provisions of Section 7 hereof, to exercise
all options held by him, to the extent that options have not
previously expired or been exercised, at any time within five (5)
years after such termination. The term "disability" shall for the
purposes of this Plan, be defined in the same manner as such term is
defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended.
(e) For the purposes of this Plan, "Retirement Date" shall mean any
date an employee is otherwise entitled to retire under the Holding
Company's and/or Bank's retirement plans, and shall include normal
retirement at age 65.
(f) If any of the following events take place, then any option or
options granted to him under this Plan and not theretofore exercised
by him or expired shall be exercised immediately at the election of
optionee and any excess between the current market price (i.e.
take-over price) and the option price shall be paid to the optionee
within 60 days after any one of the listed events transpires.
- Establishment of, or a change in a controlling ownership of
the Bank as defined in the Regulations of the Comptroller of
the Currency (25%),
- A purchase of the Bank by an outside entity, or
28
<PAGE> 31
- A merger with or takeover by another financial institution.
If the take-over price is less than the option price, no payment would
be made to the optionee, and no payment would be required by the
optionee.
10. Listing and Registration of Shares
Each option shall be subject to the requirement that if at any time
the Committee shall determine, in its discretion, that the listing,
registration, or qualification of the shares covered thereby upon any
securities exchange or under any state or federal law of the consent
or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of
such option or the issue or purchase of shares thereunder, such option
may not be exercised in whole or in part unless and until such
listing, registration, qualification, consent, or approval shall have
been effected or obtained free of any conditions not acceptable to the
Committee.
11. Expiration and Termination of the Plan
Options may be granted under the Plan at any time or from time to time
as long as the total number of shares optioned or purchased under this
Plan does not exceed 225,000 shares of Common Stock. The Plan may be
abandoned or terminated at any time by the Board of Directors of the
Holding Company except with respect to any options then outstanding
under the Plan. No option shall be granted pursuant to the Plan after
ten (10) years from the effective date of the Plan.
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12. Amendment of Plan
The Board of Directors may at any time and from time to time modify
and amend the Plan (including such form of Option Agreement) in any
respect; provided, however, that no such amendment shall: (a) increase
(except in accordance with Section 6) the maximum number of shares for
which options may be granted under the Plan either in the aggregate or
to any individual employee; or (b) reduce (except in accordance with
Section 6) the minimum option prices which may be established under
the Plan; or (c) extend the period or periods during which options may
be granted or exercised; or (d) change the provisions relating to the
determination of employees to whom options shall be granted and the
number of shares to be covered by such options; or (e) change the
provisions relating to adjustments to be made upon changes in
capitalization; or (f) change the method for the selection of the
Committee as provided by Section 2 hereof. The termination or any
modification or amendment of the Plan shall not, without the consent
of an employee, affect his rights under an option theretofore granted
to him.
13. Applicability of Plan to Outstanding Stock Options
This Plan shall not affect the terms and conditions of any
non-qualified stock options heretofore granted to any employee of the
Holding Company and/or the Bank under any other Plan relating to
non-qualified stock options; nor shall it affect any of the rights of
any employee to whom such a non-qualified stock option was granted.
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<PAGE> 33
14. Right to Terminate Employment
Nothing in the Plan or in any agreement entered into pursuant to the
Plan shall confer upon any participant the right to continue in the
employment of the Holding Company and/or the Bank or effect any right
which the Holding Company and/or the Bank may have to terminate the
employment of such participant.
15. Non-Uniform Determinations
The Committee's determinations under the Plan (including without
limitation determinations of the persons to receive awards, the form,
amount and timing of such awards, the terms and provisions of such
awards and the agreements evidencing same) need not be uniform and may
be made by it selectively among persons who receive, or are eligible
to receive, awards under the Plan, whether or not such persons are
similarly situated.
16. Rights as a Shareholder
The recipient of any award under the Plan shall have no rights as a
shareholder with respect thereto unless and until certificates for
shares of Common Stock are issued to him.
17. Effective Date and Term of Plan
(a) The Plan shall become effective on the date approved by the
holders of a majority of the shares of Common Stock present in person
or by proxy and entitled to vote at the May 18, 2000 Annual Meeting of
Shareholders of First National Bancshares, Inc.
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(b) No awards shall be made under the Plan after May 18, 2010
provided, however, that the Plan and all awards made under the Plan
prior to such date shall remain in effect until such awards have been
satisfied or terminated in accordance with the Plan and the terms of
such awards.
FIRST NATIONAL BANCSHARES, INC.
By:
-------------------------------------
- ---------------------------------
Secretary
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FIRST NATIONAL BANCSHARES, INC.
PROXY
The undersigned stockholder(s) of First National Bancshares, Inc., a Florida
corporation (the "Company"), hereby appoints Beverly Beall and Stephen J.
Korcheck, and each or either of them, the proxy or proxies of the undersigned
with full power of substitution to vote all shares of common stock of the
Company standing in the name of the undersigned on its books as of March 9,
2000, at the Annual Meeting of Shareholders of the Company, to be held at the
offices of the First National Bank of Manatee at 5817 Manatee Avenue West,
Bradenton, Florida 34209, on Thursday, May 18, 2000, and at any and all
adjournments of such meeting, with all powers the undersigned would possess if
personally present, as follows:
(a) FOR ___ OR ABSTAIN ___ from electing as a group, Beverly Beall,
Robert G. Blalock, Allen J. Butler, Rosemary R. Carlson, Francis I. duPont III,
Glen W. Fausset, Stephen J. Korcheck, Wm. J. Thompson, Raymond A. Weigel, III
and Dan C. Zoller, to serve as directors of the Company until the next annual
meeting of shareholders and until their successors are elected and qualified;
YOU MAY VOTE AGAINST ANY NOMINEE FOR DIRECTOR OF THE COMPANY LISTED IN ITEM (a)
ABOVE BY CHECKING THE FOR ___ AND LINING THROUGH OR OTHERWISE STRIKING OUT THE
NAME OF SUCH NOMINEE OR NOMINEES WHICH YOU WISH TO VOTE AGAINST.
(b) FOR ___; AGAINST ___; or ABSTAIN ___ approval of the Stock Option
Plan described in the Proxy Statement.
(c) In their discretion, the proxy or proxies are authorized to vote
upon such other business as may properly be brought before the meeting or any
and all adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, THE PROXY WILL BE VOTED "FOR" EACH OF THE MATTERS
MENTIONED IN ITEMS (a), (b) AND (c). IF ANY OTHER BUSINESS IS PRESENTED AT SAID
MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE
BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL NOMINEES AND
"FOR" THE STOCK OPTION PLAN. THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S
BOARD OF DIRECTORS AND MAY BE REVOKED PRIOR TO ITS EXERCISE.
___ Number of signers below that will
attend the Annual Meeting. DATE: ______________, 2000
__________________________________________________
SIGNATURE Social Security No.
__________________________________________________
SIGNATURE (if held jointly) Social Security No.
Please sign exactly as your name appears on the lable. When shares are held by
joint tenants, both must sign. Executors, administrators, trustees, guardians,
attorneys and agents should give their full titles and submit evidence of
appointment unless previously furnished to the Company. Please include Social
Security number(s)
PLEASE MARK, DATE, SIGN AND RETURN PROXY USING THE ENCLOSED ENVELOPE. YOUR
ATTENTION WILL BE APPRECIATED. VALID ONLY IF RECEIVED PRIOR TO ANNUAL MEETING.
