-----------------------------------------------------------------------
FLORIDA BUSINESS BANCGROUP, INC.
-----------------------------------------------------------------------
March 17, 2000
Dear Shareholder:
The 2000 Annual Meeting of Shareholders Florida Business BancGroup,
Inc. ("Florida BancGroup") is being held on Tuesday, April 18, 2000 at 4:00 p.m.
at the Hilton Tampa Airport West Shore, 2225 North Lois Avenue, Tampa, Florida.
As stated in the enclosed Notice of Annual Meeting of Shareholders and Proxy
Statement dated March 17, 2000, there are five items which you are being asked
to consider and vote on:
o The election of four Class I directors to serve for one-year
terms; four Class II directors to serve for two-year terms;
and three Class III directors to serve for three-year terms;
o The adoption of the 2000 Key Employee Stock Compensation
Program;
o The adoption of the 2000 Directors' Stock Option Plan;
o The ratification of the appointment of the Bank's independent
auditors for the 2000 fiscal year;
o 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;
At the Annual Meeting we will also go over some of management's
thoughts for the upcoming year. Members of the Board of Directors will be
present to greet you, along with our executive officers and employees. We hope
you are able to make plans to attend the Annual Meeting.
YOUR VOTE IS IMPORTANT. In order to assist us with the tabulation of
the proxies, we would ask that you mark your vote for each of the proposals and
return the enclosed Proxy Card in the envelope provided, as soon as possible.
On behalf of the Board of Directors and all the employees of Florida
BancGroup, we look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ A. Bronson Thayer
A. Bronson Thayer
Chairman of the Board
<PAGE>
FLORIDA BUSINESS BANCGROUP, INC.
2202 North West Shore Boulevard, Suite 150
Tampa, Florida 33607
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 18, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders ("Annual
Meeting") of Florida Business BancGroup, Inc., Tampa, Florida ("Florida
BancGroup") will be held at the Hilton Tampa Airport West Shore, 2225 North Lois
Avenue, Tampa, Florida, on April, 18, 2000, at 4:00 p.m., for the following
purposes:
1. The election of four Class I directors to serve for one-year
terms; four Class II directors to serve for two-year terms;
and three Class III directors to serve for three-year terms;
2. To adopt the 2000 Key Employee Stock Compensation Program;
3. To adopt the 2000 Directors' Stock Option Plan;
4. The ratification of the appointment of Florida BancGroup's
independent auditors for the 2000 fiscal year; and
5. To adjourn the Annual Meeting to solicit additional proxies in
the event that there are not sufficient votes to approve any
one or more of the foregoing proposals;
o To transact such other business as properly may come
before the Annual Meeting.
NOTE: The Board of Directors is not aware of any other business to come
before the Annual Meeting.
The Board of Directors has fixed the close of business on March 15,
2000, as the record date for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting. Only holders of common stock of
record at the close of business on that date will be entitled to vote at the
Annual Meeting for all proposals presented.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. PLEASE VOTE, SIGN AND DATE
THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH DOES NOT REQUIRE
POSTAGE IF MAILED IN THE UNITED STATES. A PROXY MAY BE REVOKED BY FILING A
WRITTEN REVOCATION WITH THE SECRETARY OF FLORIDA BANCGROUP, BY DELIVERING A DULY
EXECUTED PROXY WITH A LATER DATE TO FLORIDA BANCGROUP OR BY ATTENDING THE ANNUAL
MEETING AND VOTING IN PERSON. THIS WILL NOT PREVENT YOU FROM REVOKING YOUR PROXY
BY VOTING IN PERSON IF YOU ARE PRESENT AT THE ANNUAL MEETING.
By Order of the Board of Directors,
/s/ Marti J. Warren
Marti J. Warren
Corporate Secretary
Tampa, Florida
March 17, 2000
<PAGE>
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FLORIDA BUSINESS BANCGROUP, INC.
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------------------
PROXY STATEMENT
2000 Annual Meeting of Shareholders
------------------
General Information
- --------------------------------------------------------------------------------
DATE: April 18, 2000
TIME: 4:00 p.m. (Eastern Standard Time)
LOCATION: Hilton Tampa Airport West Shore
2225 North Lois Avenue, Tampa, Florida
- --------------------------------------------------------------------------------
Solicitation and Voting of Proxies
This Proxy Statement and the accompanying Proxy Card are being
furnished to shareholders of Florida Business BancGroup, Inc. ("Florida
BancGroup"), the parent company of Bay Cities Bank ("Bank"), in connection with
the solicitation of proxies by the Board of Directors to be used at our first
Annual Meeting of Shareholders ("Annual Meeting"), or any adjournment thereof.
Please note that Florida BancGroup and the Bank are collectively referred to
herein as the "Company."
Regardless of the number of shares of common stock that you may own, it
is important that as a shareholder you be represented by proxy or in person at
the Annual Meeting. We would ask that you complete the enclosed Proxy Card and
return it signed and dated in the enclosed postage-paid envelope. Please
remember to indicate the way you wish your shares to be voted in the space
provided on the Proxy Card. Proxies solicited by the Board of Directors of
Florida BancGroup will be voted in accordance with the directions given therein.
Where no instructions are indicated, proxies will be voted:
"FOR" the election of four Class I directors, four Class II directors
and three Class III directors nominees;
"FOR" the adoption of the 2000 Key Employee Stock Compensation Program;
"FOR" the adoption of the 2000 Directors' Stock Option Plan;
"FOR" the ratification of the appointment of Hacker, Johnson, Cohen &
Grieb, P.A., as the independent auditors of the Florida BancGroup for
the fiscal year ending December 31, 2000; and
"FOR" the adjournment of the Annual Meeting to solicit additional
proxies in the event there are not sufficient votes to approve one or
more of the foregoing proposals.
-1-
<PAGE>
Revocation of Proxy
Your presence at the Annual Meeting will not automatically revoke your
proxy. You may revoke a proxy at any time prior to the polls closing at the
Annual Meeting by:
o Filing with Florida BancGroup's Corporate Secretary a written
notice of revocation;
o By delivering to Florida BancGroup a duly executed Proxy Card
bearing a later date;
or
o By attending the Annual Meeting and voting in person.
Voting Securities
The Securities which may be voted at this Annual Meeting consist of
shares of common stock of Florida BancGroup, with each share entitling its owner
to one vote for the election of directors and any other matters that may come
before the Annual Meeting. The close of business on March 15, 2000, has been
fixed by the Board of Directors as the record date ("Record Date") for the
determination of shareholders entitled to notice of and to vote at this Annual
Meeting and any adjournment thereof. The total number of shares of the common
stock outstanding on the Record Date was 1,320,700, which are held by
approximately 275 shareholders. The presence, in person or by proxy, of at least
a majority of the total number of outstanding shares of common stock is
necessary to constitute a quorum at the Annual Meeting.
If your shares are held in street name, your brokerage firm, under
certain circumstances, may vote your shares. Brokerage firms have authority
under New York Stock Exchange rules to vote customers' unvoted shares on certain
"routine" matters, including election of directors. When a brokerage firm votes
its customers' unvoted shares on routine matters, these shares are counted for
purposes of establishing a quorum to conduct business at the meeting. A
brokerage firm cannot vote customer shares on non-routine matters. Accordingly,
these shares are not counted in regard to non- routine matters, rather than as
votes against a matter. We, therefore, encourage you to provide instructions to
your brokerage firm as to how your proxy should be voted. This ensures your
shares will be voted at the Annual Meeting.
There are two non-routine matters being considered at this Annual
Meeting: Proposal II, the adoption of the 2000 Key Employee Stock Compensation
Program; and Proposal III, the adoption of the 2000 Directors' Stock Option
Plan. If you do not vote your proxy, your brokerage firm may either:
o Vote your shares on routine matters; or
o Leave your shares unvoted.
Certain Shareholders
As of the Record Date, except for the following, we know of no persons
or groups of persons, that beneficially own five percent or more of the
outstanding shares of the Florida BancGroup's common stock:
[Table Follows This Page]
------------------------------------
PROXY STATEMENT
Florida Business BancGroup, Inc.
2202 North West Shore Boulevard, Suite 150 Tampa, Florida 33607
-2-
<PAGE>
<TABLE>
Amount
of
Common Percent
Name / Address Stock(1) of Class
- -------------------------------------------------------------------------------
<S> <C> <C>
Monroe E. Berkman
3401 South Beach Drive
Tampa, Florida 33629 112,000 8.10%
John C. Bierley
100 North Tampa Street, Suite 2120
Tampa, Florida 33602 92,000(2) 6.70
Troy A. Brown
1013 Skokie
Tampa, Florida 33629 72,000 5.28
Gordon A. Cain
8 Greenway Plaza
Suite 702
Houston, Texas 77019 200,000 15.14
Frank G. Cisneros
4918 Lyford Cay Road
Tampa, Florida 33629 112,000(3) 8.10
Lawrence H. Dimmitt
25485 U.S. Highway 19 North
Clearwater, Florida 33763 72,000 5.28
A. Bronson Thayer
P.O. Box 429
Thonotosassa, Florida 33529 162,000(4) 10.93
-----
<FN>
(1) Includes shares for which the named person:
o has sole voting and investment power,
o has shared voting and investment power with a spouse,
or
o holds in an IRA or other retirement plan program,
unless otherwise indicated in these footnotes, but
o does not include shares that may be acquired by
exercising stock options.
o Amount also includes shares that may be acquired by
exercising stock options or warrants, including
options to be awarded to directors under the stock
option plans as set forth on pages 10 and 11 of this
Proxy Statement.
(2) Includes 20,000 shares and 20,000 warrants owned by Mr.
Bierley's spouse.
(3) Includes 4,600 shares and 4,600 warrants held in Mr. Cisneros'
spouse's IRA.
(4) Includes 25,000 shares and 25,000 warrants owned by Mr.
Thayer's spouse.
</FN>
</TABLE>
PROPOSAL I -- ELECTION OF DIRECTORS
Florida BancGroup's Board of Directors is composed of ten members,
divided into three classes. At this Annual Meeting, three Class I directors will
be elected for one-year terms, three Class II directors will be elected for two
year terms and four Class III directors will be elected for three year terms.
The Board of Directors has nominated Johnny R. Adcock, Jeff Huenink,
Eiji Sadato and A. Bronson Thayer to be Class I directors; John C. Bierley, John
B. Caswell, Robert A. Monroe and Eric C. Newman to be Class II directors; and
Frank G. Cisneros, Lawrence H. Dimmitt, and Timothy McGuire to be Class III
directors. During Florida BancGroup's first two years of operations, all new
directors must be submitted to the Florida Department of Banking and Finance for
regulatory clearance. Therefore, Messrs. Adcock, Huenink, Sadato, Casell and
Monroe are being submitted for election by the shareholders pending regulatory
clearance.
------------------------------------
PROXY STATEMENT
Florida Business BancGroup, Inc.
2202 North West Shore Boulevard, Suite 150 Tampa, Florida 33607
-3-
<PAGE>
It is intended that the proxies solicited by the Board of Directors
will be voted "FOR" the election of the director nominees. If any nominee is
unable to serve, the shares represented by all valid proxies will be voted for
the election of such substitute as the Board may recommend. At this time we know
of no reason why any nominee might not be able to serve.
The following presents information concerning each of the director
nominees:
CLASS I DIRECTORS
ONE-YEAR TERMS EXPIRING IN 2001
Johnny R. Adcock, Age 55: Mr. Adcock has been President of Adcock
Financial Group since 1990. Mr. Adcock received a degree in Business
Administration from Auburn University in 1967 and became a member of the
American Society of Charter Life Underwriters in 1972. Mr. Adcock formerly
served as Chairman of the Board of Directors of the Northside Bank of Tampa and
from 1987-96 was served on the Board of Directors of the Tampa Sports Authority.
Jeff Huenink, Age 43: Mr. Huenink was born in Chicago, Illinois and
currently resides in Clearwater, Florida. A graduate of the University of South
Florida, Tampa, Florida, Mr. Huenink has been a consultant to MacGray, Boston,
Massachusetts since 1997 and serves as a director of TransWorld Electronics, a
manufacturer of computer chips. From 1978 to 1997, Mr. Huenink served as
President of Sun Services of America, Inc.
Eiji Sadato, Age 32: Mr. Sadato was born in Kobe, Japan and presently
resides in Valrico, Florida. Mr. Sadato has been the President of Tampa Bay
International Sports School, Inc. since 1988 and the Executive Vice President of
Sun Green, Inc., a sports marketing and real estate development company since
1997.
A. Bronson Thayer, Age 60: Mr. Thayer is Managing Director of The
Investment Counsel Company since 1997. Prior to that position, Mr. Thayer was
Chairman and Chief Executive Officer of First Florida Banks, Inc. He has also
served as Executive Vice President and Chief Financial Officer of Lykes Bros.,
Inc. and as Vice President of Dominick & Dominick, Inc. Mr. Thayer is a graduate
of Harvard College and received his MBA from New York University. He currently
serves as a director of Lykes Bros., Inc. Mr. Thayer has also served on the
boards of the Jacksonville Branch of the Federal Reserve Bank of Atlanta, LTV
Corp., American Ship Building and Enron Corporation. Mr. Thayer has been a
resident of Hillsborough County, Florida since 1972.
CLASS II DIRECTORS
TWO-YEAR TERMS EXPIRING IN 2002
John C. Bierley, Age 63: Mr. Bierley has been partner in the firm of
Smith, Clark, Delesie, Bierley, Mueller & Kadyk, specializing in international
law, since 1997. Prior to that, Mr. Bierley has been a partner in the firm of
MacFarlaine, Ferguson & McMullen. Mr. Bierley was a director of Gulf Bay Bank of
Florida from 1988 to 1992 and SouthTrust Bank of West Florida from 1992 to 1995,
and has been a director of Cayman National Bank, Ltd. since 1973.
John B. Caswell, Age 61: Mr. Caswell has been the owner and chairman of
The Omnia Group, Tampa, Florida since 1985 and is a director of the Berkshire
Life Insurance Company, Pittsfield, Massachusetts. Mr. Caswell formerly served
on the Boards of Directors of the Southern Exchange Bank, Tampa, Florida and the
Bay Bank Valley Trust Company, Springfield,
------------------------------------
PROXY STATEMENT
Florida Business BancGroup, Inc.
2202 North West Shore Boulevard, Suite 150 Tampa, Florida 33607
-4-
<PAGE>
Massachusetts. Mr. Caswell received a Bachelors of Arts from Brown University,
Providence, Rhode Island and a Masters of Business Administration from Columbia
University, New York, New York.
Robert A. Monroe, Age 63: Mr. Monroe has been the President of Leonine
Workshop, Inc., a sales, marketing and diversity-issues consulting firm located
in Tampa, Florida since 1995. Prior to his affiliation with Leonine, Mr. Monroe
spent 31 years with Joseph E. Seagram & Sons, Inc., where he held numerous sales
and marketing positions, culminating in his serving as Executive Vice President,
Diversity, reporting directly to the President and Chief Executive Officer. Mr.
Monroe is active in a wide variety of Tampa Bay civic and charitable activities,
including the Tampa Bay Male Club and the Tampa Bay Performing Arts Center.
Eric M. Newman, Age 51: Mr. Newman is President of J.C. Newman Cigar
Company and has been with the company for over 25 years. Mr. Newman actively
serves in the community as President, Rotary Club of Tampa, Board of Trustees,
Congregation Schaarai Zedek, Board of Directors, Merchants Association of
Florida, Board of Directors, University Club of Tampa and Board of Directors,
Cigar Association of America. Mr. Newman was also selected as Community Hero to
carry 1996 Olympic torch. Mr. Newman received his Bachelor of Arts degree from
the University of the South, and his M.B.A. degree from Emory University. Mr.
Newman also has business interest in the Luis Martinez Cigar Company and SERCO
Company. Mr. Newman has been a resident of Hillsborough County, Florida since
1954.
CLASS III DIRECTORS
THREE-YEAR TERMS EXPIRING IN 2003
Frank G. Cisneros, Age 57: Mr. Cisneros is President and Chief
Executive Officer of Marman USA, Inc., and has been with the company since 1953.
He also currently serves as President of Westshore Holdings, Inc. Prior to these
positions, Mr. Cisneros served as Chairman of the Board of Micro-Flo Co., Inc.
Mr. Cisneros attended the University of Villanova, Havana, Cuba, and is a
graduate of the University of Tampa. He was a former director of the Gulf Bay
Bank of Tampa and SouthTrust Bank of West Florida, and served as the director of
the Society of International Business Fellows. He has also served on the Board
of Governors of the Greater Tampa Chamber of Commerce, as a Board member of the
United Way of Tampa, the American Red Cross, and the Jesuit High School
Foundation. Mr. Cisneros currently serves as Trustee for the Academy of the Holy
Names Foundation, Museum of Science and Industries (MOSI), the Henry B. Plant
Museum, and was King XVII of the Krewe of the Knights of Saint Yago. Mr.
Cisneros has been a resident of Hillsborough County, Florida since 1961.
Lawrence H. Dimmitt, III, Age 53: The Dimmitt family has been in the
automobile dealership business in Clearwater, Florida, for over 75 years. Mr.
Dimmitt has been involved as owner and operator of Dimmitt Chevrolet for over 25
years. He received his undergraduate degree from The University of the South and
has attended graduate school at Emory University. Mr. Dimmitt serves on the
Chevrolet National Dealer Council and has served as Past President of the
Clearwater Auto Dealer's Association. He is a past director of the Bank of
Clearwater and First Florida Bank of Clearwater. Mr. Dimmitt is a lifelong
resident of Pinellas County, Florida.
Timothy A. McGuire, Age 50: Mr. McGuire has 25 years of broad-based
commercial banking and bank management experience. From 1973 through 1981, he
held various positions with Indiana National Bank, including Vice President and
European Representative, London, England.
------------------------------------
PROXY STATEMENT
Florida Business BancGroup, Inc.
2202 North West Shore Boulevard, Suite 150 Tampa, Florida 33607
-5-
<PAGE>
Subsequently, Mr. McGuire joined Barnett Bank where he held various management
positions throughout the Barnett system, including Vice President-Commercial
Lending (Tampa), Vice President-U.S. Banking (Jacksonville), Senior Vice
President & Manager-Commercial Lending (Jacksonville), Senior Vice President &
Credit Manager (Atlanta, GA), Executive Vice President & Senior Loan Officer and
Executive Vice President & Senior Credit Officer (Atlanta, GA). Most recently,
Mr. McGuire participated in the successful establishment of First of America
Bank as a commercial bank in West Central Florida, and served as the Senior Vice
President and Senior Loan Officer, until this entity was acquired by South Trust
in 1998. In 1998, Mr. McGuire became involved in the organization of the
Company.
Beneficial Stock Ownership
The following table contains information regarding the current
beneficial ownership of common stock by each director nominee and all of the
director nominees and executive officers as a group, as of the Record Date. As
required by Rule 13d-3, under the Securities Act of 1933, the number and
percentage of shares held by each person reflects the number of shares that
person currently owns, plus the number of shares that person has the right to
acquire.
<TABLE>
<CAPTION>
Number % of
of Shares Right to Beneficial
Name Owned (3) Acquire (4) Ownership
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Johnny R. Adcock(1) 25,000 27,500 3.89%
John C. Bierley(1) 40,000(5) 52,000(5) 6.70
John B. Caswell(1) 25,000 30,000 4.07
Frank G. Cisneros(1) 50,000(6) 62,000(6) 8.10
Lawrence H. Dimmitt(1) 30,000 42,000 5.28
Jeff Huenink(1) 20,000 25,000 3.34
Timothy A. McGuire(2) 10,000 55,500 4.76
Robert A. Monroe(1) 25,000 30,000 4.07
Eric C. Newman(1) 25,000(7) 37,000(7) 4.57
Eiji Sadato(1) 30,000 32,500 4.62
A. Bronson Thayer(2) 75,000(8) 87,000(8) 10.93
------- ------- -----
All Director Nominees and Executive 355,000 480,500 46.39%
======= ======= =====
Officers as a Group (11 persons)
<FN>
(1) Florida BancGroup director nominee only.
(2) Florida BancGroup director and Executive Officer.
(3) Includes shares for which the named person:
o has sole voting and investment power,
o has shared voting and investment power with a spouse,
or
o holds in an IRA or other retirement plan program,
unless otherwise indicated in these footnotes, but
o does not include shares that may be acquired by
exercising stock options.
(4) Includes shares that may be acquired by exercising stock
options or warrants, including options to be awarded under the
stock option plans as set forth on pages 10 and 11 of this
Proxy Statement.
(5) Includes 20,000 shares and 20,000 warrants owned by Mr.
Bierley's spouse.
(6) Includes 4,600 shares and 4,600 warrants held in Mr. Cisneros'
spouse's IRA.
(7) Is an officer/shareholder of the corporation that is the
general partner for the limited partnership that owns the
shares and warrants.
(8) Includes 25,000 shares and 25,000 warrants owned by Mr.
Thayer's spouse.
</FN>
</TABLE>
- --------------------------------------------------------------------------------
The Board of Directors recommends that shareholders vote "FOR"
the election of the director nominees.
- --------------------------------------------------------------------------------
------------------------------------
PROXY STATEMENT
Florida Business BancGroup, Inc.
2202 North West Shore Boulevard, Suite 150 Tampa, Florida 33607
-6-
<PAGE>
Board of Directors Meetings
The Board of Directors holds meetings on a regular basis. No current
director attended fewer than 75% of the total meetings of the Board of Directors
during 1999. The Company does not compensate their directors for attendance at
Board or committee meetings. Florida BancGroup's Board has one standing
committee, while the Bank has five standing committees. Their duties are
described as follows:
Executive Committee (Bank only) -- The Executive Committee is
responsible for defining and implementing the overall strategy and policies of
the Bank. It is also responsible for monitoring the financial performance of the
Bank. The committee reviews and recommends marketing plans, capital plans, major
capital expenditures and bank expansion plans.
Executive Loan Committee (Bank only) -- The Executive Loan Committee is
responsible for ensuring the soundness of the Bank's credit policy; conformance
to lending policies and compliance with applicable laws, rules and regulations.
To fulfill these responsibilities, the Executive Loan Committee reviews the
adequacy of the credit policy on at least an annual basis, reviews all large
loans and monitors the performance of the loan portfolio on an ongoing basis.
Asset/Liability and Investment Committee (Bank only) -- The
Asset/Liability and Investment Committee is responsible for ensuring the
soundness of the Bank's investment policy and asset/liability management policy;
conformance to these policies and compliance with applicable laws, rules and
regulations. To fulfill these responsibilities, the committee reviews the
adequacy of the investment and asset/liability management policies on at least
an annual basis. The committee also monitors performance of the investment
portfolio, the Bank's liquidity position and its interest rate sensitivity
position.
Audit Committee (Florida BancGroup and the Bank) -- The Audit
Committees consists solely of outside directors and is responsible for ensuring
that an adequate audit program exists and that Company personnel are operating
in conformance with all applicable laws, rules and regulations. The auditors
report directly to the respective Audit Committees. The Audit Committees
recommend the selection of auditors, review the audit programs on at least an
annual basis to ensure the adequacy of its scope, and review all reports of
auditors and examiners, as well as management's responses to such reports to
ensure the effectiveness of internal controls and the implementation of remedial
action. The Audit Committees are responsible for the integrity of the internal
loan review system.
Compensation Committee (Florida BancGroup and the Bank) -- The
Compensation Committee is responsible for ensuring that the Bank's compensation
policy is effectively meeting its objectives. Compensation is reviewed on an
annual basis, or more frequently if necessary.
Report of the Board of Directors on Executive Compensation
Compensation Philosophy -- The Board of Directors believes that there
is a close relationship between the financial interests of our shareholders and
our officers and key employees. The Board further believes that compensation for
officers and key employees should be structured in such a way that total
compensation consists of a base salary, as well as short- and long-term
incentive awards. To that end, we have created a compensation program that
provides for base salaries that are believed to be competitive within the
industry for persons with comparable responsibilities, combined with annual cash
bonus awards tied to specific performance, as well as
------------------------------------
PROXY STATEMENT
Florida Business BancGroup, Inc.
2202 North West Shore Boulevard, Suite 150 Tampa, Florida 33607
-7-
<PAGE>
long-term stock option awards, which are also related to the Company's
performance and the performance of the officer or employee and their base salary
levels.
Executive Base Salary -- Base salaries for executive officers are
established primarily through the use of peer group salary evaluations. The
Board of Directors utilizes published compensation studies with regard to
compensation levels and practices of comparable commercial banks and financial
institutions in order to formulate its recommendation regarding executive
officer salaries. For fiscal year 2000, the base salary for Timothy A. McGuire,
President of Florida BancGroup and Chief Executive Officer and President of the
Bank, Marti J. Warren, Chief Financial Officer of Florida BancGroup and the Bank
and Gregory Bryant, Executive Vice President of the Bank were established using
the Board's evaluation of salaries paid to executive officers with similar
duties at comparable financial institutions.
Annual Cash Bonus Awards -- Cash bonus awards to executive officers, if
any, are determined annually by the Board of Directors and are based primarily
on the Company's financial results for that year. Objectives are established
annually by the Board and cash bonus awards are determined in relationship to
achievements relative to these objectives.
Long-Term Pay Compensation -- The long-term compensation plan is
presently structured the 2000 Key Employee Stock Compensation Program which is
being considered by the shareholders at this Annual Meeting.
The following Summary Compensation Table shows compensation information
regarding A. Bronson Thayer, Chief Executive Officer of Florida BancGroup and
Timothy A. McGuire, President of Florida BancGroup and Chief Executive Officer
and President of the Bank. No other executive officer received compensation at a
level required to be reported herein by Securities and Exchange Commission
regulations.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
-------------------------------------------------------
Annual Compensation Awards Payouts
-------------------------------------------------------------------------------------------------
Other
Annual Securities LTIP All Other
Name and Compensation Restricted Underlying Payouts Compensations
Principal Position Year Salary($) Bonus($) ($) Awards Options ($) ($)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
A. Bronson Thayer 1999 None None None None None None None
Chief Executive Officer
of Florida BancGroup
Timothy A. McGuire 1999 $108,333 None $23,600* None None None None
President of Florida
BancGroup and Chief
Executive Officer and
President of the Bank
- ------------------
<FN>
* Amount includes $1,348 for a membership in Centre Club,
$17,152 for a membership in Avila Country Club, $3,424 for
COBRA premiums and $1,676 for an automobile allowance.
</FN>
</TABLE>
------------------------------------
PROXY STATEMENT
Florida Business BancGroup, Inc.
2202 North West Shore Boulevard, Suite 150o Tampa, Florida 33607
-8-
<PAGE>
Benefits
Insurance -- Officers of the Company are provided hospitalization,
major medical, short-and long-term disability, dental insurance, and term life
insurance under group plans on generally the same basis to all full-time
employees.
Employment Contracts
The Company has entered into an employment agreement with Timothy A.
McGuire in September of 1998 ("Agreement"). Under the terms of the Agreement,
Mr. McGuire will serve as a Director and President of Florida BancGroup and as
Chief Executive Officer and President of the Bank at an initial annual base
salary of $120,000. The Agreement which initially was for a term of one year,
also contains a commitment to grant, at no cost to him, an option to purchase a
minimum of 34,444 shares of Florida BancGroup stock at $10.00 per share. Such
option will vest at the rate of 20% per year over five years, will expire 10
years from the grant date and is contingent upon the passage of and subject to
the terms of the 2000 Key Employee Stock Compensation Program. Mr. McGuire will
participate in such other benefit plans which the Bank makes available generally
to all employees. The Bank may terminate Mr. McGuire for any reason upon
majority vote of the Board of Directors. If, however, the termination is without
cause, Mr. McGuire will be entitled to severance pay in an amount not to exceed
the remainder due on his contract, plus any incentive compensation to which he
may have been entitled. The Board of Directors must review Mr. McGuire's
performance annually, and determine whether to extend the Agreement for a
one-year period. In the event of Mr. McGuire's termination for any reason, Mr.
McGuire agrees not to become employed with any business enterprise who competes
or intends to compete, directly or indirectly, with any office of the Company
located in Hillsborough County for a period of 12 months following such
termination.
PROPOSAL II -- APPROVAL OF THE
2000 KEY EMPLOYEE
STOCK COMPENSATION PROGRAM
On February 24, 2000, the Board of Directors adopted the 2000 Key
Employee Stock Compensation Program ("Employee Program") to provide for the
grant of both incentive and non-statutory stock options to purchase shares of
Florida BancGroup's common stock to full time employees of the Company. A copy
of the Employee Program is attached hereto as Appendix A.
The purpose of the Employee Program is to advance the interests of the
Company by providing key employees an additional incentive and to attract
additional persons of experience and ability to join our employee team in the
future.
The maximum number of shares of common stock that may be issued
pursuant to options granted under the Employee Program is 76,500. Under the
Employee Program, participants may each be granted an option to purchase shares
of common stock at a price not less than its "Fair Market Value" (as that term
is defined in the Employee Program) on the date the option is granted.
------------------------------------
PROXY STATEMENT
Florida Business BancGroup, Inc.
2202 North West Shore Boulevard, Suite 150 Tampa, Florida 33607
-9-
<PAGE>
All options granted before shareholder approval of the Employee Program
are contingent upon receipt of such approval. Options granted under the Employee
Program will be exercisable in one or more installments and may be exercisable
on a cumulative basis, as determined by a committee formed to administer the
Employee Program ("Program Administrators").
However, no options may be exercised for the first year following the
date the option is granted. In addition, in no case shall any options be
exercisable for a term longer than 10 years, and, in the case of an employee who
owns more than 10% of the combined voting power of all classes of stock of
Florida BancGroup, the term of their option is limited to three years.
Options are not transferable, except in the case of death. Furthermore,
except for a 90 day exception in the case of death or disability, all options
will terminate no later than 30 days following an optionee's termination of
employment with the Company.
In the event Florida BancGroup or its shareholders enter into an
agreement to dispose of all or substantially all of the assets or stock of
Florida BancGroup, all options granted pursuant to the Employee Program shall
become immediately exercisable. Furthermore, in the event of a change of
control, or threatened change of control, all options granted pursuant to the
Employee Program shall become immediately exercisable; provided, however, that
no options shall be exercisable for a period of six months from the date of
grant. The term "control" generally means the acquisition of 25% or more of the
voting securities of Florida BancGroup by any person or group of persons acting
as a group. This provision may have the effect of deterring hostile changes of
control by increasing the costs of acquiring control.
The terms of the Employee Program may be amended by the Program
Administrators, except that no amendment may increase the maximum number of
shares included in the Employee Program, change the exercise price of the
options, increase the maximum term established for any option or permit any
grant to a person who is not a full-time employee of the Company.
- --------------------------------------------------------------------------------
The Board of Directors recommends that
shareholders vote "FOR" adoption of the 2000 Key
Employee Stock Compensation Program.
- --------------------------------------------------------------------------------
PROPOSAL III -- APPROVAL OF THE 2000
DIRECTORS' STOCK OPTION PLAN
The 2000 Directors' Stock Option Plan ("Directors' Plan") was adopted
by the Board on February 24, 2000, to provide for the grant of non-statutory
stock options to purchase shares of Florida BancGroup's common stock to
directors of the Company. A copy of the Directors' Plan is attached hereto as
Appendix B.
The purpose of the Directors' Plan is to advance the interests of the
Company by providing its directors an additional incentive and to attract
additional persons of experience and ability to join the Company's respective
Boards in the future.
------------------------------------
PROXY STATEMENT
Florida Business BancGroup, Inc.
2202 North West Shore Boulevard, Suite 150 Tampa, Florida 33607
-10-
<PAGE>
The maximum number of shares of common stock that may be issued
pursuant to options granted under the Directors' Program is 123,500. Under the
Directors' Plan, participants may each be granted an option to purchase shares
of common stock at a price not less than 100% of its "Fair Market Value" (as
that term is defined in the Directors' Program).
All options granted before shareholder approval of the Directors' Plan
are contingent upon receipt of such approval. Options granted under the Program
will be exercisable in one or more installments and may be exercisable on a
cumulative basis, as determined by the Board.
However, no options may be exercised for the first six months following
the date the option is granted. In addition, in no case shall any options be
exercisable for a term longer than 10 years. Options are not transferable,
except in the case of death. Furthermore, following a directors termination of
service due to death, disability, retirement or resignation, a director may
exercise their options during the one year period following such termination of
service. If a director is removed from the Board for cause, their options shall
immediately terminate.
The terms of the Directors' Plan may be amended by the Boards, except
that no amendment may increase the maximum number of shares included in the
Directors' Plan, change the exercise price of the options, increase the maximum
term established for any option or permit any grant to a person who is not a
full-time employee of the Company.
The following table sets forth information concerning stock options
that have been granted to the directors, director nominees, executive officers
and employees of the Florida BancGroup and the Bank. All options are subject to
the shareholders approving the Employee Program and the Directors' Plan at this
Annual Meeting.
<TABLE>
Number
Name of Shares
- -------------------------------------------------------------------------------
<S> <C>
Johnny R. Adcock(1) 2,500
Monroe E. Berkman(1) 12,000
John C. Bierley(1) 12,000
Anthony J. Borrell(1) 5,000
Troy A. Brown(1) 12,000
John B. Caswell(1) 5,000
Frank G. Cisneros(1) 12,000
Lawrence H. Dimmitt, III(1) 12,000
Jeff Huenik(1) 5,000
Margo V. Hunt(1) 2,500
Timothy A. McGuire(2) 45,500
Robert A. Monroe(1) 5,000
Eric M. Newman(1) 12,000
Chris A. Peifer(1) 12,000
Eiji Sadato(1) 2,500
A. Bronson Thayer(1) 12,000
--------
Total Directors, Director Nominees, 169,000
=======
Executive Officers and Employees
<FN>
(1) Granted under the Directors' Plan.
(2) Granted under the Employee Program.
</FN>
</TABLE>
- --------------------------------------------------------------------------------
The Board of Directors recommends that shareholders vote "FOR" the
adoption of the 2000 Directors' Stock Option Plan
- --------------------------------------------------------------------------------
------------------------------------
PROXY STATEMENT
Florida Business BancGroup, Inc.
2202 North West Shore Boulevard, Suite 150 Tampa, Florida 33607
-11-
<PAGE>
PROPOSAL IV -- RATIFICATION OF
APPOINTMENT OF AUDITORS FOR FISCAL YEAR
ENDING DECEMBER 31, 2000
Our independent auditors for the fiscal year ended December 31, 1999,
were Hacker, Johnson, Cohen & Grieb, P.A. The Board of Directors has appointed
Hacker, Johnson, Cohen & Grieb, P.A., to be its independent auditors for the
fiscal year ending December 31, 2000, subject to shareholder ratification.
- --------------------------------------------------------------------------------
The Board of Directors recommends that
shareholders vote "FOR" the ratification of the
appointment of Hacker, Johnson, Cohen & Grieb, P.A.,
as the independent auditors for the fiscal year ending December 31, 2000.
- --------------------------------------------------------------------------------
PROPOSAL V -- ADJOURNMENT OF
ANNUAL MEETING
We are seeking approval to adjourn the Annual Meeting in the event that
the number of proxies sufficient to approve Proposals I, II, III or IV are not
received by April 18, 2000. In order to permit proxies that have been received
at the time of the Annual Meeting to be voted, if necessary, for the
adjournment, the question of adjournment is being submitted to the shareholders
as a separate proposal. If it becomes necessary to adjourn the Annual Meeting,
and the adjournment is for a period less than 30 days, no notice of the time and
place of the adjourned meeting will be given to the shareholders, other than an
announcement made at the Annual Meeting.
- --------------------------------------------------------------------------------
The Board of Directors recommends that
shareholders vote "FOR" the approval of
the adjournment of the Annual Meeting.
- --------------------------------------------------------------------------------
Solicitation
The cost of soliciting proxies for the Annual Meeting will be borne by
Florida BancGroup. Proxies may be solicited by directors, officers or regular
employees of Florida BancGroup or its subsidiaries in person or by telephone,
telegraph or mail. We are asking persons, firms and corporations holding shares
in their names, or in the names of their nominees, which are beneficially owned
by others, to send proxy materials to and obtain proxies for such beneficial
owners. We will reimburse such holders for their reasonable out-of-pocket
expenses in obtaining proxies.
Shareholder Proposals
In order to be eligible for inclusion in the Proxy materials for next
year's Annual Meeting of Shareholders, any shareholder proposal to take action
at such Annual Meeting must be received at the Corporate Office of Florida
BancGroup, 2202 North West Shore Boulevard, Suite 150, Tampa, Florida 33607 on
or before November 19, 2000. Proposals must comply with the provisions
------------------------------------
PROXY STATEMENT
Florida Business BancGroup, Inc.
2202 North West Shore Boulevard, Suite 150 Tampa, Florida 33607
-12-
<PAGE>
of 17 C.F.R. Section 240.14a-8 ("Rule 14a") of the rules and regulations of the
Securities and Exchange Commission in order to be included in Florida
BancGroup's Proxy materials.
New business may be taken up at the Annual Meeting, provided the
proposal is stated in writing and filed with Florida BancGroup's Corporate
Secretary at least five days before the Annual Meeting. Any shareholder may make
any other proposal at the Annual Meeting and the same may be discussed and
considered, but unless stated in writing and filed with the Corporate Secretary
by the above date, such proposal shall be laid over for action at an adjourned
Annual Meeting or at a Special Meeting taking place 30 days or more thereafter.
This provision does not prevent the consideration and approval or disapproval at
the Annual Meeting of reports of officers, directors, and committees. In
connection with such reports, however, no new business shall be acted upon at
such Annual Meeting unless stated and filed as provided herein.
Financial Statements
The 1999 Annual Report containing consolidated audited financial
statements for the year ended December 31, 1999, accompanies this Proxy
Statement.
Other Matters
The Board of Directors knows of no other matters to be brought before
the Annual Meeting. If other matters should, however, come before the Annual
Meeting, it is the intention of the persons names in the enclosed Revocable
Proxy to vote in accordance with their judgement and in the best interest of
Florida BancGroup.
FLORIDA BUSINESS BANCGROUP, INC.
March 17, 2000
------------------------------------
PROXY STATEMENT
Florida Business BancGroup, Inc.
2202 North West Shore Boulevard, Suite 150 Tampa, Florida 33607
-13-
<PAGE>
REVOCABLE PROXY
FLORIDA BUSINESS BANCGROUP, INC.
ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints A. Bronson Thayer and Timothy A. McGuire, and
each of them, with full powers of substitution, to act as proxy for, and
attorney-in-fact, to vote all shares of the common stock of Florida Business
BancGroup ("Florida BancGroup") which the undersigned may be entitled to vote at
the Annual Meeting of Shareholders to be held at the Hilton Tampa Airport West
Shore, 2225 North Lois Avenue, Tampa, Florida on April 18, 2000 at 4:00 p.m.,
and at any and all adjournments thereof.
The undersigned shareholder of Florida BancGroup may revoke this Proxy at any
time before it is voted by either filing with the Secretary of Florida BancGroup
a written notice of revocation, delivering to Florida BancGroup a duly executed
Proxy bearing a later date, or by attending this Annual Meeting and voting in
person.
THE FOLLOWING PROPOSALS ARE BEING ACTED UPON:
PROPOSAL 1: The Election of four Class I directors to serve for one-year terms;
four Class II directors to serve for two-year terms; and three Class III
directors to serve for three-year terms. Note: To withhold authority to vote for
any individual nominee, strike a line through nominee's name.
CLASS I CLASS II CLASS III
------- -------- ---------
Johnny R. Adcock John C. Bierley Frank G. Cisneros
Jeff Huenink John B. Caswell Lawrence H. Dimmitt
Eiji Sadato Robert A. Monroe Timothy A. McGuire
A. Bronson Thayer Eric M. Newman
WITHHOLD WITHHOLD WITHHOLD
FOR AUTHORITY FOR AUTHORITY FOR AUTHORITY
- --- --------- --- --------- --- ---------
o o o o o o
PROPOSAL 2: Adoption of the 2000 Key Employee Stock Compensation Program.
FOR AGAINST ABSTAIN
--- ------- -------
o o o
PROPOSAL 3: Adoption of the 2000 Directors' Stock Option Plan.
FOR AGAINST ABSTAIN
--- ------- -------
o o o
PROPOSAL 4: Ratification of Hacker, Johnson, Cohen & Grieb, P.A., as the
independent auditors for Florida BancGroup, for the fiscal year enoing December
31, 2000.
FOR AGAINST ABSTAIN
--- ------- -------
o o o
IN THEIR DISCRETION THE PROXY COMMITTEE IS AUTHORIZED TO TRANSACT AND TO VOTE
UPON SUCH OTHER BUSINESS as may properly come before this Annual Meeting or any
adjournments thereof, unless indicated otherwise by marking this box o.
NOTE: When properly executed, this Proxy will be voted in the manner directed by
the undersigned shareholder. UNLESS CONTRARY DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED FOR THE PROPOSALS LISTED.
IMPORTANT: Please sign your name exactly as it appears on this Proxy Card. When
shares are held by joint tenants, both should sign, when signing as attorney,
executor, administrator, agent, trustee or guardian, please give full title. If
shareholder is a corporation, please sign in full corporate name by president or
other authorized officer. If shareholder is a partnership, please sign in
partnership name by authorized person.
The undersigned acknowledges receiving from Florida BancGroup, prior to the
execution of the Proxy, a Notice of the Annual Meeting, a Proxy Statement dated
March 17, 2000 and the 1999 Annual Report.
No. of Common Shares Voting: _________
Signature: _____________________________________________________
Signature if held jointly: _____________________________________
Date: ___________________________________________________________
Address 1: _____________________________________________________
Address 2: _____________________________________________________
Address 3: _____________________________________________________
Please mark, sign, date and return this Proxy Card promptly, using the enclosed
envelope. If you receive more than one Proxy Card, please sign and return all
cards in the accompanying envelope.
<PAGE>
APPENDIX A
FLORIDA BUSINESS
BANCGROUP, INC.
2000 KEY EMPLOYEE STOCK
COMPENSATION PROGRAM
2202 North West Shore Boulevard, Suite 150
Tampa, Florida 33607
<PAGE>
APPENDIX A
FLORIDA BUSINESS BANCGROUP, INC.
2000 KEY EMPLOYEE STOCK COMPENSATION PROGRAM
1. Purpose. This 2000 Key Employee Stock Compensation Program
("Program") is intended to secure for Florida Business BancGroup, Inc. and its
affiliates ("Florida BancGroup"), the benefits arising from ownership of Florida
BancGroup common stock, par value $0.01 per share ("Common Stock"), by those
selected officers and other key employees of Florida BancGroup who will be
responsible for its future growth. The Program is designed to help attract and
retain superior personnel for positions of substantial responsibility with
Florida BancGroup and to provide key employees with an additional incentive to
contribute to its success.
2. Elements of the Program. In order to maintain flexibility in the
award of stock benefits, the Program is comprised of two parts: (i) an Incentive
Stock Option Plan ("Incentive Plan"); and (ii) a Compensatory Stock Option Plan
("Compensatory Plan"). Copies of the Incentive Plan and the Compensatory Plan
are attached hereto as Plan I and Plan II, respectively, and are collectively
referred to herein as the "Plans". The grant of an option under one of the Plans
shall not be construed to prohibit the grant of an option under any of the other
Plans.
3. Applicability of General Provisions. Unless any Plan specifically
indicates to the contrary, all Plans shall be subject to the General Provisions
of the Program set forth below.
4. Administration of the Plans. The Plans shall be administered,
construed, governed and amended in accordance with their respective terms.
GENERAL PROVISIONS OF THE PROGRAM
Article 1. Administration. The Program shall be administered by a
committee which shall consist of three or more members of the Board of
Directors, none of whom is an officer or employee of Florida BancGroup, and each
of whom shall be a "disinterested person" within the meaning of Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended. The
committee, when acting to administer the Program, is referred to as the "Program
Administrators". Any action of the Program Administrators shall be taken by
majority vote or the unanimous written consent of the Program Administrators. No
Program Administrator shall be liable for any action or determination made in
good faith with respect to the Program or to any option, stock appreciation
right, or performance share granted thereunder.
Article 2. Authority of Program Administrators. Subject to the other
provisions of this Program, and with a view to effecting its purpose, the
Program Administrators shall have sole authority in their absolute discretion:
(i) to construe and interpret the Program; (ii) to define the
Appendix A - Page 2 of 13
<PAGE>
APPENDIX A
terms used herein; (iii) to prescribe, amend and rescind rules and regulations
relating to the Program; (iv) to determine the employees to whom options shall
be granted under the Program; (v) to determine the time or times at which
options shall be granted under the Program; (vi) to determine the number of
shares subject to any option under the Program, the option price, the duration
of each option, vesting requirements, and any other terms and conditions of
options; (vii) to terminate the Program; and (viii) to make any other
determinations necessary or advisable for the administration of the Program and
to do everything necessary or appropriate to administer the Program. All
decisions, determinations and interpretations made by the Program Administrators
shall be binding and conclusive on all participants in the Program and on their
legal representatives, heirs and beneficiaries.
Article 3. Maximum Number of Shares Subject to the Program. The maximum
aggregate number of shares of Common Stock available pursuant to the Plans,
subject to adjustment as provided in Article 6 hereof, shall be 76,500 shares of
Common Stock. If any of the options granted under this Program expire or
terminate for any reason before they have been exercised in full, the
unpurchased shares subject to those expired or terminated options shall again be
available for the purposes of the Program.
Article 4. Eligibility and Participation. Only regular, full-time
employees of Florida BancGroup, including officers, whether or not directors,
shall be eligible for selection by the Program Administrators to participate in
the Program. Directors who are not full-time, salaried employees of Florida
BancGroup, shall not be eligible to participate in the Program.
Article 5. Effective Date and Term of Program. The Program shall become
effective upon its adoption by the Board of Directors of Florida BancGroup and
subsequent approval of the Program by a majority of the total votes eligible to
be cast at a meeting of Florida BancGroup's shareholders, which vote shall be
taken within 12 months of adoption of the Program by Florida BancGroup's Board
of Directors; provided, however, that options may be granted under this Program
prior to obtaining shareholder approval of the Program. Furthermore, any such
options shall be contingent upon such shareholder approval being obtained and
may not be exercised prior to such approval. The Program shall continue in
effect for a term of 10 years unless sooner terminated under Article 2 of the
General Provisions.
Article 6. Adjustments. If the shares of Common Stock of Florida
BancGroup as a whole are increased, decreased, changed into or exchanged for a
different number or kind of shares or securities through merger, consolidation,
combination, exchange of shares, other reorganization, the exercise of warrants,
recapitalization, reclassification, stock dividend, stock split or reverse stock
split, an appropriate and proportionate adjustment shall be made in the maximum
number and kind of shares as to which options may be granted under this Program.
A corresponding adjustment changing the number or kind of shares allocated to
unexercised options, or portions thereof, which shall have been granted prior to
any such change, shall likewise be made, except if such adjustment was due to
the exercise of Common Stock warrants issued in Florida BancGroup's initial
stock offering. Any such adjustment in outstanding options shall be made without
change in the aggregate
Appendix A - Page 3 of 13
<PAGE>
APPENDIX A
purchase price applicable to the unexercised portion of the option, but with a
corresponding adjustment in the price for each share or other unit of any
security covered by the option. In making any adjustment pursuant to this
Article 6, any fractional shares shall be disregarded.
Article 7. Termination and Amendment of Program. The Program shall
terminate no later than 10 years from the date such Program is adopted by the
Board of Directors or the date such Program is approved by the shareholders,
whichever is earlier. No options shall be granted under the Program after that
date. Subject to the limitation contained in Article 8 of the General
Provisions, the Program Administrators may at any time amend or revise the terms
of the Program, including the form and substance of the option agreements to be
used hereunder; provided that no amendment or revision shall: (i) increase the
maximum aggregate number of shares that may be sold, appreciated or distributed
pursuant to options granted under this Program, except as permitted under
Article 6 of the General Provisions; (ii) change the minimum purchase price for
shares under Section 4 of the Plan I; (iii) increase the maximum term
established under the Plans for any option; or (iv) permit the granting of an
option to anyone other than as provided in Article 4 of the General Provisions.
Article 8. Prior Rights and Obligations. No amendment, suspension or
termination of the Program shall, without the consent of the employee who has
received an option alter or impair any of that employee's rights or obligations
under any option granted under the Program prior to such amendment, suspension
or termination.
Article 9. Privileges of Stock Ownership. Notwithstanding the exercise
of any options granted pursuant to the terms of this Program, no employee shall
have any of the rights or privileges of a shareholder of Florida BancGroup in
respect of any shares of stock issuable upon the exercise of his or her option
until certificates representing the shares have been issued and delivered. No
shares shall be required to be issued and delivered upon exercise of any option,
unless and until all of the requirements of law and of all regulatory agencies
having jurisdiction over the issuance and delivery of the securities shall have
been fully complied with. No adjustment shall be made for dividends or any other
distribution for which the record date is prior to the date on which such stock
certificate is issued.
Article 10. Reservation of Shares of Common Stock. During the term of
this Program, Florida BancGroup will at all times, reserve and keep available
such number of shares of its Common stock as shall be sufficient to satisfy the
requirements of the Program. In addition, Florida BancGroup will, as is
necessary to accomplish the purposes of this Program, seek to obtain from any
regulatory agency having jurisdiction over any requisite authority in order to
issue and sell shares of Common Stock hereunder. The inability of Florida
BancGroup to obtain from any regulatory agency having jurisdiction the authority
deemed by Florida BancGroup counsel to be necessary to permit the lawful
issuance and sale of any shares of its stock hereunder shall relieve Florida
BancGroup of any liability in respect of the non-issuance or sale of the stock
as to which the requisite authority shall not have been obtained.
Appendix A - Page 4 of 13
<PAGE>
APPENDIX A
Article 11. Tax Withholding. The exercise of any option granted under
the Program is subject to the condition that if at any time Florida BancGroup
shall determine, in its discretion, that the satisfaction of withholding tax or
other withholding liabilities under any state or federal law is necessary or
desirable as a condition of, or in any connection with, such exercise or the
delivery or purchase of shares pursuant thereto, then in such event, the
exercise of the option shall not be effective, unless such withholding tax or
other withholding liabilities shall have been satisfied in a manner acceptable
to Florida BancGroup.
Article 12. Employment. Nothing in the Program or in any option award
shall confer upon any eligible employee any right to continued employment by
Florida BancGroup, or limit in any way the right of Florida BancGroup at any
time to terminate or alter the terms of that employment.
Appendix A - Page 5 of 13
<PAGE>
APPENDIX A
FLORIDA BUSINESS BANCGROUP, INC.
PLAN I
INCENTIVE STOCK OPTION PLAN
Section 1. Purpose. The purpose of this Incentive Stock Option Plan
("Incentive Plan") is to promote the growth and enhance shareholder value of
Florida Business BancGroup, Inc. and its affiliates ("Florida BancGroup") by
permitting Florida BancGroup to grant options to purchase shares of its Common
Stock. The Incentive Plan is designed to help attract and retain superior
personnel for its positions of responsibility with Florida BancGroup, or of any
subsidiary, and to provide key employees with an additional incentive to
contribute to the success of Florida BancGroup. It is the intent of Florida
BancGroup that options granted pursuant to the provisions of the Incentive Plan
will qualify and will be identified as "incentive stock options" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended
("Code"). This Incentive Plan is Part I of the Program. Unless any provision
herein indicates to the contrary, this Incentive Plan shall be subject to the
General Provisions of the Program.
Section 2. Option Terms and Conditions. The terms and conditions of
options granted under the Incentive Plan may differ from one another as the
Program Administrators shall, in their discretion, determine, as long as all
options granted under the Incentive Plan satisfy the requirements of the
Incentive Plan.
Section 3. Duration of Options. Each option and all rights thereunder
granted pursuant to the terms of the Incentive Plan shall expire on the date
determined by the Program Administrators, but in no event shall any option
granted under the Incentive Plan expire later than 10 years from the date on
which the option is granted, except that any employee who owns more than 10% of
the combined voting power of all classes of stock of Florida BancGroup, must
exercise any options granted thereto within three years from the date of the
grant. In addition, each option shall be subject to early termination as
provided in the Incentive Plan.
Section 4. Purchase Price. The purchase price for shares acquired
pursuant to the exercise, in whole or in part, of any option shall not be less
than the Fair Market Value of the shares at the time of the grant of the option;
except that for any employee who owns more than 10% of the combined voting power
of all classes of stock of Florida BancGroup, the purchase price shall not be
less than 110% of the Fair Market Value. For purposes of this Plan I, Fair
Market Value shall be the closing sale price of a share of Common Stock on the
date in question (or, if such day is not a trading day in the U.S. markets, on
the nearest preceding trading day), as reported with respect to the principal
market (or the composite of the markets, if more than one) or national quotation
system in which such shares are then traded, or if no such closing prices are
reported, the mean between the high bid and low asked prices that day on the
principal market or national quotation system then in use, or if no such
quotations are available, the price furnished by a professional securities
dealer making a market in such shares as selected by the Board of Directors of
Florida BancGroup. In the absence of any over-the-counter transactions, the Fair
Market Value means the highest price at which a share of Common Stock has sold
in an arms length transaction during the 90 days immediately preceding the grant
date. In the absence of an arms length transaction during such 90 days, the Fair
Appendix A - Page 6 of 13
<PAGE>
APPENDIX A
Market Value means the greater of the book value of a share of Common Stock, as
determined by the Program Administrators, or $10.00.
Section 5. Maximum Amount of Options Exercisable in any Calendar Year.
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, as
defined in Section 422(b) of the Code, are exercisable for the first time by any
employee during any calendar year (under the terms of this Plan and all such
plans of Florida BancGroup) shall not exceed $100,000.
Section 6. Exercise of Options. Each option shall be exercisable in one
or more installments during its term, and the right to exercise may be
cumulative as determined by the Program Administrators; provided, however, that
no option may be exercisable for the first 12 months following the date the
option is granted. No option may be exercised for a fraction of a share of
Common Stock. The purchase price of any shares purchased shall be paid in full
by certified or cashier's check payable to the order of Florida BancGroup.
Section 7. Acceleration of Rights of Exercise of Installments.
Notwithstanding the first sentence of Section 6 of this Incentive Plan with
respect to the ability to exercise options in installments, in the event Florida
BancGroup or its shareholders enter into an agreement to dispose of all or
substantially all of the assets or stock of Florida BancGroup by means of a
sale, merger or other reorganization, liquidation or otherwise, any option
granted pursuant to the terms of the Incentive Plan shall become immediately
exercisable with respect to the full number of shares subject to that option
during the time period commencing as of the date of the agreement to dispose of
all or substantially all of the assets or stock of Florida BancGroup and,
subject to the provisions hereof, ending when the disposition of assets or stock
contemplated by that agreement is consummated or the option is otherwise
terminated in accordance with its provisions or the provisions of this Incentive
Plan, whichever occurs first; provided, however, that no option shall be
immediately exercisable under this Section 7 on account of any agreement to
dispose of all or substantially all of the assets or stock of Florida BancGroup
by means of a sale, merger or other reorganization, liquidation or otherwise
where the shareholders of Florida BancGroup 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, whether Florida
BancGroup or some other entity, immediately after the consummation of the
transaction; and, provided further, that the exercisability of an option may not
be accelerated prior to the sixth month anniversary of the date the option was
granted. In the event the transaction contemplated by the agreement referred to
in this Section 7 is not consummated, but rather is terminated, canceled or
expires, the options granted pursuant to the Incentive Plan shall thereafter be
treated as if that agreement had never been entered into.
Notwithstanding the first sentence of Section 6 of this Incentive Plan
with respect to the ability to exercise options in installments, and subject to
the provisions of the first paragraph of this Section 7, in the event of a
change of control of Florida BancGroup or threatened change in control of
Florida BancGroup as determined by a vote of not less than a majority of the
Board of Directors, all options granted prior to such change in control or
threatened change of control shall become immediately exercisable, except that
any option granted for less than twelve months shall not become exercisable
until the sixth month anniversary of the date the option was granted. The term
Appendix A - Page 7 of 13
<PAGE>
APPENDIX A
"control" for purposes of this Section shall refer to the acquisition of 25% or
more of the voting securities of Florida BancGroup by any person or by persons
acting as a group within the meaning of Section 13(d) of the Securities Exchange
Act of 1934, as amended; provided, however, that for purposes of this Incentive
Plan, except under the circumstances as set forth in the paragraph of this
Section 7, no change in control or threatened change in control shall be deemed
to have occurred if prior to the acquisition of, or offer to acquire, 25% or
more of the voting securities of Florida BancGroup, the full Board of Directors
of Florida BancGroup shall have adopted by not less than two-thirds vote a
resolution specifically approving such acquisition or offer. The term "person"
for venture, pool, syndicate, sole proprietorship, unincorporated organization
or any other form of entity not specifically listed herein.
Section 8. Written Notice Required. Any option granted pursuant to the
terms of the Incentive Plan shall be exercised when written notice of that
exercise has been given to Florida BancGroup at its principal office by the
person entitled to exercise the option and full payment for the shares with
respect to which the option is exercised has been received by Florida BancGroup.
Section 9. Compliance With Securities Laws. Shares of Common Stock
shall not be issued with respect to any option granted under the Incentive Plan,
unless the exercise of that option and the issuance and delivery of those shares
pursuant to that exercise complies with all relevant provisions of state and
federal law including, without limitation, the Securities Act of 1933, as
amended ("Securities Act"), or exemption contained therein, the rules and
regulations promulgated thereunder, and the requirements of any stock exchange
or national quotation system upon which the shares may be listed, and shall be
further subject to the approval of counsel for Florida BancGroup with respect to
such compliance. The Program Administrators may also require an employee to whom
an option has been granted under the Incentive Plan ("Optionee") to furnish
evidence satisfactory to Florida BancGroup, including a written and signed
representation letter and consent to be bound by any transfer restriction
imposed by law, legend, condition or otherwise, that the shares are being
purchased only for investment and without any present intention to sell or
distribute the shares in violation of any state or federal law, rule or
regulation. Further, each Optionee shall consent to the imposition of a legend
on the shares of Common Stock subject to his or her option restricting their
transferability to the extent required by law or by this Section 9.
Section 10. Employment of Optionee. Each Optionee, if requested by the
Program Administrators when the option is granted, must agree in writing as a
condition of receiving his or her option that he or she will remain in the
employ of Florida BancGroup, following the date of the granting of that option
for a period specified by the Program Administrators, which period shall in no
event exceed three years. Nothing in the Plan or in any option granted hereunder
shall confer upon any Optionee any right to continued employment, or limit in
any way the right of Florida BancGroup at any time to terminate or alter the
terms of that employment.
Section 11. Option Rights Upon Termination of Employment. If an
Optionee ceases to be employed by Florida BancGroup for any reason other than
death, disability or cause, his or her option shall immediately terminate;
provided, however, that the Program Administrators, may, in their discretion,
allow such option to be exercised (to the extent exercisable on the date of
termination of employment) at any time within 30 days after the date of
termination of employment, unless either the option or this Incentive Plan
otherwise provides for earlier termination. If an
Appendix A - Page 8 of 13
<PAGE>
APPENDIX A
Optionee is terminated for cause, any options granted thereto under the
provision of this Plan shall terminate as of the effective date of such
termination of employment.
Section 12. Option Rights Upon Disability. If an Optionee becomes
disabled within the meaning of Section 22(e)(3) of the Code while employed by
Florida BancGroup, the option may be exercised, to the extent exercisable on the
date of termination of employment at any time within 90 days after the date of
termination of employment due to disability, unless either the option or this
Incentive Plan otherwise provides for earlier termination.
Section 13. Option Rights Upon Death of Optionee. Except as otherwise
limited by the Program Administrators at the time of the grant of an option, if
an Optionee dies while employed by Florida BancGroup, or within 90 days after
ceasing to be an employee thereof, his or her option shall expire one year after
the date of death, unless by its term it expires sooner. During this 90 day or
shorter period, the option may be exercised, to the extent that it remains
unexercised on the date of death, by the person or persons to whom the
Optionee's rights under the option shall pass by will or by the laws of descent
and distribution, but only to the extent that the Optionee was entitled to
exercise the option at the date of death.
Section 14. Options not Transferable. Options granted pursuant to the
terms of this Incentive Plan may not be sold, pledged, assigned or transferred
in any manner otherwise than by will or the laws of descent and distribution and
may be exercised during the lifetime of an Optionee, only by that Optionee, or
their guardian or legal representative.
Section 15. Conversion of Options Granted Under Incentive Plan. Options
granted pursuant to the terms of this Incentive Plan may be converted with the
written consent of the Optionee to compensatory non-qualified stock options
subject to and governed by the provisions of the Compensatory Stock Option Plan,
which is a part of the Program.
Appendix A - Page 9 of 13
<PAGE>
APPENDIX A
FLORIDA BUSINESS BANCGROUP, INC.
PLAN II
COMPENSATORY STOCK OPTION PLAN
Section 1. Purpose. The purpose of this Compensatory Stock Option Plan
("Compensatory Plan") is to permit Florida Business BancGroup, Inc. and its
affiliates ("Florida BancGroup") to grant options to purchase shares of its
Common Stock to selected officers and full-time, key employees. The Compensatory
Plan is designed to help attract and retain superior personnel for positions of
substantial responsibility with Florida BancGroup and to provide key employees
with an additional incentive to contribute to its success. Any option granted
pursuant to this Compensatory Plan shall be clearly and specifically designated
as not being an incentive stock option, as defined in Section 422 of the
Internal Revenue Code of 1986, as amended. This Compensatory Plan is Plan II of
Florida BancGroup's Program. Unless any provision herein indicates to the
contrary, this Compensatory Plan shall be subject to the General Provisions of
the Program.
Section 2. Option Terms and Conditions. The terms and conditions of
options granted under this Compensatory Plan may differ from one another as the
Program Administrators shall, in their sole discretion, determine as long as all
options granted under the Compensatory Plan satisfy the requirements of the
Compensatory Plan.
Section 3. Duration Options. Each option and all rights thereunder
granted pursuant to the terms of this Compensatory Plan shall expire on the date
determined by the Program Administrators, but in no event shall any option
granted under the Compensator Plan expire later than 10 years and one month from
the date on which the option is granted. In addition, each option shall be
subject to early termination as provided in the Compensatory Plan.
Section 4. Purchase Price. The purchase price for shares acquired
pursuant to the exercise, in whole or in part, of any option shall be equal to
the Fair Market Value of the shares at the time of the grant of the option. For
purposes of this Plan II, Fair Market Value shall be the Closing sale price of a
share of Common Stock on the date in question (or, if such day is not a trading
day in the U.S. markets, on the nearest preceding trading day) as reported with
respect to the principal market (or the composite of the markets, if more than
one) or national quotation system in which such shares are then traded, or if no
such closing prices are reported, the mean between the high bid and low asked
prices that day on the principal market or national quotation system then in
use, or if no such quotations are available, the price furnished by a
professional securities dealer making a market in such shares as selected by the
Board of Directors of Florida BancGroup. In the absence of any over-the-counter
transactions, the Fair Market Value means the highest price at which a share of
Common Stock has sold in an arms length transaction during the 90 days
immediately preceding the grant date. In the absence of an arms length
transaction during such 90 days, the Fair Market Value means the greater of the
book value of a share of Common Stock, as determined by the Program
Administrators, or $10.00.
Appendix A - Page 10 of 13
<PAGE>
APPENDIX A
Section 5. Exercise of Options. Each option shall be exercisable in one
or more installments during its term and the right to exercise may be cumulative
as determined by the Program Administrators; provided, however, that no option
may be exercisable for the first 12 months following the date the option is
granted. No options may be exercised for a fraction of a share of Common Stock.
The purchase price of any shares purchased shall be paid in full by certified or
cashier's check payable to the order of Florida BancGroup.
Section 6. Acceleration of Right of Exercise of Installments.
Notwithstanding the first sentence of Section 5 herein with respect to the
ability to exercise options in installments, if Florida BancGroup or its
shareholders enter into an agreement to dispose of all or substantially all of
the assets or stock of Florida BancGroup by means of a sale, merger or other
reorganization, liquidation, or otherwise, any option granted pursuant to the
terms of this Compensatory Plan shall become immediately exercisable with
respect to the full number of shares subject to that option during the period
commencing as of the date of the agreement to dispose of all or substantially
all of the assets or stock of Florida BancGroup and, subject to the provisions
hereof, ending when the disposition of assets or stock contemplated by that
agreement is consummated, or the option is otherwise terminated in accordance
with its provisions or the provisions of this Compensatory Plan, whichever
occurs first; provided, however, that no option shall be immediately exercisable
under this Section 6 on account of any agreement to dispose of all or
substantially all of the assets or stock of Florida BancGroup by means of a
sale, merger or other reorganization, liquidation or otherwise where the
shareholders of Florida BancGroup immediately before the consummation of the
transaction will own least 50% of the total combined voting power of all classes
of stock entitled to vote of the surviving entity, whether Florida BancGroup or
some other entity, immediately after the consummation of the transaction; and,
provided further, that the exercisability of an option may not be accelerated
prior to the sixth month anniversary of the date the option was granted. In the
event the transaction contemplated by the agreement referred to in this Section
6 is not consummated but rather is terminated, canceled or expires, the options
granted pursuant to this Compensatory Plan shall thereafter be treated as if
that agreement had never been entered into.
Notwithstanding the first sentence of Section 5 herein with respect to
the ability to exercise options in installments, and subject to the provisions
of the first paragraph of this Section 6, in the event of a change in control of
Florida BancGroup, or threatened change in control as determined by a vote of
not less than a majority of its Board of Directors, all options granted prior to
such change in control or threatened change in control shall become immediately
exercisable, except that any option granted for less than six months shall not
become exercisable until the sixth month anniversary of the date the option was
granted. The term "control" for purposes of this Section shall refer to the
acquisition of 25% or more of the voting securities of Florida BancGroup by any
person or by persons acting as a group within the meaning of Section 13(d) of
the Securities Exchange Act of 1934, as amended; provided, however, that for
purposes of this Compensatory Plan, except under the circumstances as set forth
in the first paragraph of this Section 6 no change in control or threatened
change in control shall be deemed to have occurred if prior to the acquisition
of, or offer to acquire, 25% or more of the voting securities of Florida
BancGroup, the full Board of Directors of Florida BancGroup shall have adopted
by not less than two-thirds vote a resolution specifically approving such
acquisition or offer. The term "person" for purposes of this Section refers to
an individual or a corporation, partnership, trust, association, joint venture,
pool, syndicate, sole proprietorship, unincorporated organization or any other
form of entity not specifically listed herein.
Appendix A - Page 11 of 13
<PAGE>
APPENDIX A
Section 7. Written Notice Required. Any option granted pursuant to the
terms of this Compensatory Plan shall be exercised when written notice of that
exercise has been given to Florida BancGroup at its principal office by the
person entitled to exercise the option and full payment for the shares with
respect to which the option is exercised has been received by Florida BancGroup.
Section 8. Compliance With Securities Laws. Shares shall not be issued
with respect to any option granted under the Compensatory Plan, unless the
exercise of that option and the issuance and delivery of the shares pursuant
thereto shall comply with all relevant provisions of state and federal law,
including, without limitation, the Securities Act or exemptions contained
therein, the rules and regulations promulgated thereunder and the requirements
of any stock exchange or national quotation system upon which the shares may
then be listed, and shall be further subject to the approval of counsel for
Florida BancGroup with respect to such compliance. The Program Administrators
may also require an employee to whom an option has been granted ("Optionee") to
furnish evidence satisfactory to Florida BancGroup, including a written and
signed representation letter and consent to be bound by any transfer
restrictions imposed by law, legend, condition or otherwise, that the shares are
being purchased only for investment purposes and without any present intention
to sell or distribute the shares in violation of any state or federal law, rule
or regulation. Further, each Optionee shall consent to the imposition of a
legend on the shares of Common Stock subject to his or her option restricting
their transferability to the extent required by law or by this Section 8.
Section 9. Employment of Optionee. Each Optionee, if requested by the
Program Administrators, must agree in writing as a condition of receiving his or
her option that he or she will remain in the employment of Florida BancGroup,
following the date of the granting of that option for a period specified by the
Program Administrators, which period shall in no event exceed three years.
Nothing in this Compensatory Plan or in any option granted hereunder shall
confer upon any Optionee any right to continued employment, or limit in any way
the right of Florida BancGroup to terminate or alter the terms of that
employment.
Section 10. Option Rights Upon Termination of Employment. If any
Optionee under this Compensatory Plan ceases to be employed by Florida
BancGroup, for any reason other than disability, death or cause, his or her
option; provided, however, that the Program Administrators may, in their
discretion, allow such option to be exercised, to the extent exercisable on the
date of termination of employment, for a period of 30 days following such
termination, unless either the option or this Plan otherwise provides for
earlier termination. If an Optionee is terminated for cause, any options granted
thereto under the provisions of this Plan shall terminate as of the effective
date of such termination of employment.
Section 11. Option Rights Upon Disability. If an Optionee becomes
disabled within the meaning of Section 22(e)(3) of the Code while employed by
Florida BancGroup, the Program Administrators, in their discretion, may allow
the option to be exercised, to the extent exercisable on the date of termination
of employment or directorship, at any time within 90 days after the date of
termination of employment due to disability, unless either the option or this
Compensatory Plan otherwise provides for earlier termination.
Appendix A - Page 12 of 13
<PAGE>
APPENDIX A
Section 12. Option Rights Upon Death of Optionee. Except as otherwise
limited by the Program Administrators at the time of the grant of an option, if
an Optionee dies while employed by Florida BancGroup, his or her option shall
expire 90 days after the date of death unless by its terms it expires sooner.
During this 90 day or shorter period, the option may be exercised, to the extent
that it remains unexercised, on the date of death by the person or persons to
whom the Optionee's rights under the option shall pass by will or by the laws of
descent and distribution, but only to the extent that the Optionee was entitled
to exercise the option at the date of death.
Section 13. Options not Transferable. Options granted pursuant to the
terms of this Compensatory Plan may not be sold, pledged, assigned or
transferred in any manner otherwise than by will or the laws of descent and
distribution and may be exercised during the lifetime of an Optionee only by
that Optionee or their guardian or legal representative.
Adopted this 24th day of February, 2000 by the
Board of Directors of Florida Business BancGroup, Inc.
/s/ Marti J. Warren
---------------------------------------------
Marti J. Warren
Secretary of Florida Business BancGroup, Inc.
Adopted on the ___ day of___________, 2000 by the
Shareholders of Florida Business BancGroup, Inc.
A. Bronson Thayer
---------------------------------------------
Chairman of the Board and Chief Executive Officer of
Florida Business BancGroup, Inc.
Appendix A - Page 13 of 13
<PAGE>
APPENDIX B
FLORIDA BUSINESS BANCGROUP, INC.
2000 DIRECTORS' STOCK OPTION PLAN
ARTICLE I
ESTABLISHMENT OF THE DIRECTORS' PLAN
Florida Business BancGroup, Inc. ("Florida BancGroup") hereby
establishes this 2000 Directors' Stock Option Plan ("Directors' Plan") upon the
terms and conditions hereinafter stated.
ARTICLE II
PURPOSE OF THE DIRECTORS' PLAN
The purpose of the Directors' Plan is to improve the growth and
profitability of Florida BancGroup by attracting and retaining qualified
non-employee directors and providing such directors with a proprietary interest
in Florida BancGroup through non-discretionary grants or non-qualified stock
options (an "Option" or "Options") to purchase shares of Florida BancGroup's
common stock, par value $0.01 per share ("Common Stock").
ARTICLE III
ADMINISTRATION OF THE DIRECTORS' PLAN
Section 3.01 Administration. The Directors' Plan shall be administered
by the entire Board of Directors ("Board"). The Board shall have the power,
subject to and within the limits of the expressed provisions of the Directors'
Plan, to exercise such powers and to perform such acts as are deemed necessary
or expedient to promote the best interests of Florida BancGroup.
Section 3.02 Compliance with Law and Regulations. All Options granted
hereunder shall be subject to all applicable federal and state laws, rules and
regulations and the approval of a majority of Florida BancGroup's shareholders,
which vote shall be taken within 12 months of the adoption of the Directors'
Plan by the Board of Directors at the next annual meeting. Florida BancGroup
shall not be required to issue or deliver any certificates for shares of Common
Stock prior to the completion of any registration or qualification of or
obtaining of consents or approvals with respect to such shares under any federal
or state law or any rule or regulation of any government body, which Florida
BancGroup shall, in its sole discretion, determine to be necessary or advisable.
Moreover, no Option may be exercised if such exercise or issuance would be
contrary to applicable laws and regulations.
Section 3.03 Restrictions on Transfer. Florida BancGroup may place a
legend upon any certificate representing shares acquired pursuant to an Option
granted hereunder noting that the transfer of such shares may be restricted by
applicable laws and regulations.
ARTICLE IV
ELIGIBILITY
Options shall be granted pursuant to the terms hereof to each director
of Florida BancGroup who is not an employee of Florida BancGroup
("Participant"). No honorary director, advisory director, or director emeritus
shall be entitled to receive Options hereunder.
Appendix B - Page 1 of 6
<PAGE>
APPENDIX B
ARTICLE V
COMMON STOCK COVERED BY THE DIRECTORS' PLAN
Section 5.01 Option Shares. The aggregate number of shares of Common
Stock that may be issued pursuant to the Directors' Plan, subject to adjustment
as provided in Article VIII, is 123,500 shares of Common Stock. None of these
shares shall be the subject of more than one Option at any time, but if an
Option as to any shares is surrendered before exercise or expires or terminates
for any reason without having been exercised in full, or for any other reason
ceases to be exercisable, the number of shares covered thereby shall again
become available for grant under the Directors' Plan as if no Options had been
previously granted with respect to such shares.
Section 5.02 Source of Shares. The shares of Common Stock issued under
the Directors' Plan shall be from authorized and previously unissued shares.
ARTICLE VI
OPTION GRANTS
Section 6.01 Option Grants. Options to purchase shares of Common Stock
shall be granted to Participants at the following times and in the following
amounts:
(i) as of the Effective Date (as defined in Section 12.01 herein),
each director of Florida BancGroup was granted an Option to
purchase between 2,500 and 12,000 shares of Common Stock;
(ii) on the date any person (other than a director covered by
Section 6.01[i] above) is elected or appointed to Florida
BancGroup's Board for the first time, such person shall be
granted an Option to purchase an amount of shares of Common
Stock, as determined by the Board in its sole discretion; and
(iii) on the date any person (other than those covered by Sections
6.01[i] and [ii] above) is elected or appointed to the Board
or any first tier, wholly-owned subsidiary of Florida
BancGroup for the first time, such person shall be granted an
Option to purchase an amount of shares of Common Stock, as
determined by the Board in its sole discretion.
ARTICLE VII
OPTION TERMS
Each Option granted hereunder shall be on the following terms and
conditions:
Section 7.01 Option Agreement. The proper officers of Florida BancGroup
and each Participant shall execute an Option Agreement which shall set forth the
total number of shares of Common Stock to which it pertains, the exercise price
and such other terms, conditions and provisions as are appropriate, provided
that they are not inconsistent with the terms, conditions and provisions of the
Directors' Plan. Each Participant shall receive a copy of his executed Option
Agreement.
Appendix B - Page 2 of 6
<PAGE>
APPENDIX B
Section 7.02 Option Exercise Price. The per share exercise price at
which the shares of Common Stock may be purchased upon exercise of an Option
granted pursuant to Section 6.01 hereof shall be equal to the Fair Market Value
of a share of Common Stock as of the date of grant. For purposes of the
Directors' Plan, the Fair Market Value of a share of Common Stock shall be the
closing sale price of a share of Common Stock on the date in question (or, if
such day is not a trading day in the U.S. markets, on the nearest preceding
trading day), as reported with respect to the principal market (or the composite
of the markets, if more than one), or national quotation system in which such
shares are then traded, or if no such closing prices are reported, the mean
between the closing high bid and low asked prices of a share of Common Stock on
the principal market or national quotation system then in use, or if no such
quotations are available, the price furnished by a professional securities
dealer making a market in such shares selected by the Board. In the absence of
such a price, Fair Market Value shall be the book value of Common Stock.
Section 7.03 Vesting or Options. Options shall vest immediately on the
date of grant.
Section 7.04 Exercise and Duration or Options.
(i) Each Option or portion thereof may be exercisable at any time
on or after six months after the date of grant until 10 years
after the date of grant; provided that no Option or portion
thereof may be exercised until the shareholders of Florida
BancGroup have approved the Directors' Plan by such vote as
may be required by applicable laws and regulations;
(ii) Exception for Termination Due to Death, Disability, Retirement
or Resignation. If a Participant dies while serving as a
non-employee director or terminates his service as a
non-employee director as a result of disability, retirement or
resignation without having fully exercised his Options, the
Participant or the executors, administrators, legatees or
distributees of his estate shall have the right to exercise
such Options during the one-year period following such death,
disability, retirement or resignation, provided that no Option
shall be exercisable within six months after the date of grant
or more than 10 years from the date it was granted; and
(iii) Options granted to a non-employee director who is removed for
cause pursuant to Florida BancGroup's Articles of
Incorporation shall terminate as of the effective date of such
removal.
Section 7.05 Non-assignability. Options shall not be transferable by
Participant except by will or the laws of descent and distribution, and during a
Participant's lifetime shall be exercisable only by such Participant or the
Participant's guardian or legal representative.
Section 7.06 Manner of Exercise. Options may be exercised in part or in
whole and at one time or from time to time. The procedures for exercise shall be
set forth in the written Option Agreement provided for in Section 7.01.
Appendix B - Page 3 of 6
<PAGE>
APPENDIX B
Section 7.07 Payment for Shares. Payment in full of the purchase price
for shares of Common Stock purchased pursuant to the exercise of an Option shall
be made to Florida BancGroup upon exercise of the Option. Payment for shares may
be made by the Participant in cash or by delivering shares of Common Stock
(including shares acquired pursuant to the exercise of an Option) equal in Fair
Market Value (as defined in Section 7.02 herein) to the purchase price of the
shares to be acquired pursuant to the Option, or any combination of the
foregoing.
Section 7.08 Voting and Dividend Rights. No Participant shall have any
voting or dividend rights or other rights of a shareholder in respect of any
shares of Common Stock covered by an Option prior to the time that his name is
recorded on Florida BancGroup's shareholder ledger as the holder of record of
such shares acquired pursuant to an exercise of an Option.
ARTICLE VIII
ADJUSTMENTS FOR CAPITAL CHANGES
The aggregate number of shares of Common Stock available for issuance
under the Directors' Plan, the number of shares to which any Option relates and
the exercise price per share of Common Stock under any Option shall be
proportionately adjusted for any increase or decrease in the total number of
outstanding shares of Common Stock issued subsequent to the effective date of
the Directors' Plan resulting from a split, subdivision or consolidation of
shares or any other capital adjustment, the payment of a stock dividend, or
other increase or decrease in such shares effected without receipt or payment of
consideration by Florida BancGroup. If, upon a merger, consolidation,
reorganization, liquidation, recapitalization or the like of Florida BancGroup,
the shares of Florida BancGroup's Common Stock shall be exchanged for other
securities of Florida BancGroup or of another corporation, each recipient of an
Option shall be entitled, subject to the conditions herein stated, to purchase
or acquire such number of shares of Common Stock or amount of other securities
of Florida BancGroup or such other corporation as were exchangeable for the
number of shares of Common Stock of Florida BancGroup which the Participant
would have been entitled to purchase or acquire except for such action, and
appropriate adjustments shall be made to the per share exercise price of
outstanding Options.
ARTICLE IX
AMENDMENT AND TERMINATION OF THE DIRECTORS' PLAN
The Board may, by resolution, at any time terminate, amend or revise
the Directors' Plan with respect to any shares of Common Stock as to which
Options have not been granted; provided, however, that no amendment which: (i)
changes the maximum number of shares that may be sold or issued under the
Directors' Plan (other than in accordance with the provisions of Article VIII);
or (ii) changes the class of persons that may be granted Option shall become
effective until it receives the approval of the shareholders of Florida
BancGroup, and further provided that the Board may determine that shareholder
approval for any other amendment to the Directors' Plan may he advisable for any
reason, such as for the purpose of obtaining or retaining any statutory or
regulatory benefits under tax, securities or other laws or satisfying any
applicable stock exchange listing requirements. The Board may not, without the
consent of the holder of an Option, alter or impair any Option previously
granted under the Directors' Plan as specifically authorized herein.
Notwithstanding, anything contained herein to the contrary, the provisions of
Appendix B - Page 4 of 6
<PAGE>
APPENDIX B
Articles IV, VI and VII of the Directors' Plan shall not be amended more than
once every six months, other than to comport with changes in the Internal
Revenue Code of 1986, as amended, the Employee Retirement Income Security Act of
1974, as amended, or the rules and regulations promulgated under such statutes.
ARTICLE X
RIGHTS TO CONTINUE AS A DIRECTOR
Neither the Directors' Plan nor the grant of any Options hereunder, nor
any action taken by the Board in connection with the Directors' Plan, shall
create any right on the part of any Participant to continue to serve as a
director.
ARTICLE XI
WITHHOLDING
Florida BancGroup may withhold from any cash payment made under the
Directors' Plan sufficient amount to cover any applicable withholding and
employment taxes. If the amount of such cash payment is insufficient, Florida
BancGroup may require the Participant to pay to Florida BancGroup the amount
required to be withheld as a condition to delivering the shares acquired
pursuant to an Option.
ARTICLE XII
EFFECTIVE DATE OF THE DIRECTORS' PLAN; TERM
Section 12.01 Effective Date of the Directors' Plan. The Directors'
Plan shall become effective upon the date of its adoption by Florida BancGroup's
Board ("Effective Date"), provided that no shares of Common Stock may be issued
pursuant to the Directors' Plan until the Directors' Plan is approved by the
shareholders of Florida BancGroup by such vote as may be required by applicable
laws and regulations.
Section 12.02 Term of Directors' Plan. Unless sooner terminated, the
Directors' Plan shall remain in effect for a period of 10 years ending on the
tenth anniversary of the Effective Date. Termination of the Directors' Plan
shall not affect any Options previously granted, and such Options shall remain
valid and in effect until they: (i) have been fully exercised; (ii) are
surrendered; or (iii) expire or are forfeited in accordance with their terms.
ARTICLE XIII
MISCELLANEOUS
Section 13.01 Governing Law and Venue. The Directors' Plan shall be
construed under the laws of the State of Florida. Venue, for purposes of
bringing an action to enforce the terms of the Directors' Plan, shall be
Hillsborough County, Florida.
Appendix B - Page 5 of 6
<PAGE>
APPENDIX B
Section 13.02 Pronouns. Wherever appropriate, the masculine pronoun
shall include the feminine pronoun, and the singular shall include the plural.
Adopted this 24th day of February, 2000 by the
Board of Directors of Florida Business BancGroup, Inc.
/s/ Marti J. Warren
---------------------------------------------
Marti J. Warren
Secretary of Florida Business BancGroup, Inc.
Adopted on the ___ day of___________, 2000 by the
Shareholders of Florida Business BancGroup, Inc.
----------------------------------------------------
A. Bronson Thayer
Chairman of the Board and Chief Executive Officer of
Florida Business BancGroup, Inc.
Appendix B - Page 6 of 6
