SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934.
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
SOUTHCOAST FINANCIAL CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No Fee Required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
SOUTHCOAST FINANCIAL CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO OUR SHAREHOLDERS:
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of the Shareholders of Southcoast
Financial Corporation will be held at The Harbour Club, 35 Prioleau Street,
Charleston, South Carolina, on Thursday, May 11, 2000, at 9:00 a.m., for the
following purposes:
(1) To elect eight directors;
(2) To approve the adoption of the Employee Stock Purchase Plan;
(3) To approve the adoption of the 1999 Stock Option Plan; and
(4) To act upon other such matters as may properly come before the meeting or
any adjournment thereof.
Only shareholders of record at the close of business on March 17, 2000,
are entitled to notice of and to vote at the meeting. In order that the meeting
can be held, and a maximum number of shares can be voted, whether or not you
plan to be present at the meeting in person, please fill in, date, sign and
promptly return the enclosed form of proxy. The Company's Board of Directors
unanimously recommends a vote FOR approval of all of the proposals presented.
Returning the signed proxy will not prevent a record owner of shares from
voting in person at the meeting.
Included herewith is the Company's 2000 Proxy Statement. Also included is
the Company's 1999 Annual Report to Shareholders.
By Order of the Board of Directors
April 20, 2000 Robert M. Scott
Secretary
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SOUTHCOAST FINANCIAL CORPORATION
530 Johnnie Dodds Boulevard
Mt. Pleasant, South Carolina 29464
(843) 884-0504
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Southcoast Financial Corporation (the
"Company") for use at the Annual Meeting of Shareholders to be held at 9:00 a.m.
on Thursday, May 11, 2000 at The Harbour Club, 35 Prioleau Street, Charleston,
South Carolina. A Notice of Annual Meeting is attached hereto, and a form of
proxy is enclosed. This statement was first mailed to shareholders on or about
April 20, 2000, in connection with the solicitation. The cost of this
solicitation is being paid by the Company. The only method of solicitation to be
employed, other than use of the proxy statement, is personal telephone contact
by directors and regular employees of the Company.
ANNUAL REPORT
The Annual Report to Shareholders covering the Company's fiscal year ended
December 31, 1999, including financial statements, is enclosed herewith. Such
Annual Report to Shareholders does not form any part of the material for the
solicitation of proxies.
REVOCATION OF PROXY
Any record shareholder who executes and delivers a proxy has the right to
revoke it at any time before it is voted. The proxy may be revoked by a record
shareholder by delivering to L. Wayne Pearson, President, Southcoast Financial
Corporation, 530 Johnnie Dodds Boulevard, Mt. Pleasant, South Carolina 29464 or
by mailing to Mr. Pearson at Post Office Box 1561, Mt. Pleasant, South Carolina
29465, an instrument which by its terms revokes the proxy. The proxy may also be
revoked by a record shareholder by delivery to the Company of a duly executed
proxy bearing a later date. Written notice of revocation of a proxy or delivery
of a later dated proxy will be effective upon receipt thereof by the Company.
Attendance at the Annual Meeting will not in itself constitute revocation of a
proxy. However, any shareholder who desires to do so may attend the meeting and
vote in person in which case the proxy will not be used.
QUORUM AND VOTING
At the close of business on March 17, 2000, there were outstanding
1,047,987 shares of the Company's common stock (no par value) ( the "Common
Stock"). Each share outstanding will be entitled to one vote upon each matter
submitted at the meeting. Only stockholders of record at the close of business
on March 17, 2000 (the "Record Date"), shall be entitled to notice of and to
vote at the meeting.
A majority of the shares entitled to be voted at the annual meeting
constitutes a quorum. If a share is represented for any purpose at the annual
meeting by the presence of the registered owner or a person holding a valid
proxy for the registered owner, it is deemed to be present for purposes of
establishing a quorum. Therefore, valid proxies which are marked "Abstain" or
"Withhold" and shares that are not voted, including proxies submitted by brokers
that are the record owners of shares (so-called "broker non-votes"), will be
included in determining the number of votes present or represented at the annual
meeting. If a quorum is not present or represented at the meeting, the
shareholders entitled to vote, present in person or represented by proxy, have
the power to adjourn the meeting from time to time. If the meeting is to be
reconvened within thirty days, no notice of the reconvened meeting will be given
other than an announcement at the adjourned meeting. If the meeting is to be
adjourned for thirty days or more, notice of the reconvened meeting will be
given as provided in the Bylaws. At any reconvened meeting at which a quorum is
present or represented, any business may be transacted that might have been
transacted at the meeting as originally noticed.
If a quorum is present at the Annual Meeting, directors will be elected by
a plurality of the votes cast by shares present and entitled to vote at the
annual meeting. Cumulative voting is not permitted. Votes that are withheld or
that are not voted in the election of directors will have no effect on the
outcome of election of directors. If a quorum is present all other matters that
may be considered and acted upon at the Annual Meeting will be approved if the
number of shares of Common Stock voted in favor of the matter exceed the number
of shares of Common Stock voted against the matter.
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ACTIONS TO BE TAKEN BY THE PROXIES
The persons named as proxies were selected by the Board of Directors of
the Company. When the form of proxy enclosed is properly executed and returned,
the shares that it represents will be voted at the meeting. Each proxy, unless
the shareholder otherwise specifies therein, will be voted "FOR" the election of
the persons named in this Proxy Statement as the Board of Directors' nominees
for election to the Board of Directors and "FOR" approval of the Employee Stock
Purchase Plan and "FOR" approval of the 1999 Stock Option Plan. In each case
where the shareholder has appropriately specified how the proxy is to be voted,
it will be voted in accordance with his specifications. As to any other matter
of business which may be brought before the Annual Meeting, a vote may be cast
pursuant to the accompanying proxy in accordance with the best judgment of the
persons voting the same, but the Board of Directors does not know of any such
other business.
SHAREHOLDER PROPOSALS
Any shareholder who wishes to submit proposals for the consideration of
the shareholders at the next Annual Meeting may do so by mailing them in writing
to L. Wayne Pearson, President, Southcoast Financial Corporation, Post Office
Box 1561, Mt. Pleasant, South Carolina 29465 or by delivering them in writing to
Mr. Pearson at the Company's main office, 530 Johnnie Dodds Boulevard, Mt.
Pleasant, South Carolina 29464. Such written proposals must be received prior to
December 22, 2000, for inclusion, if otherwise appropriate, in the Company's
Proxy Statement and form of Proxy relating to that meeting. With respect to any
shareholder proposal not received by the Company prior to March 6, 2001, proxies
solicited by management of the Company will be voted on the proposal in the
discretion of the designated proxy agents.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The table below shows as to each director his name and the number and
percentage of shares of the Company's common stock owned by him at March 10,
2000. No person is known to management of the Company to be beneficial owner of
5% or more of the Company's common stock.
NUMBER OF % SHARES
NAME SHARES OUTSTANDING
- ---- ------ -----------
William A. Coates 26,676 2.5%
Thomas E. Hamer, Sr. 9,164 0.9%
Paul D. Hollen, III 32,714 3.1%
L. Wayne Pearson 40,639(1) 3.9%
Norman T. Russell 9,130 0.9%
Robert M. Scott 27,376(2) 2.6%
James H. Sexton, Jr. 23,716 2.3%
James P. Smith 18,694 1.8%
------ ----
All Directors, nominees
and executive officers
as a group (8 persons) 188,109 18.0%
- ------------------------
Except as noted, to the knowledge of management, all shares are owned directly
with sole voting power.
(1) Includes 12, 509 shares owned jointly with spouse.
(2) Includes 1,000 shares held by a trust as to which Mr. Scott shares voting
power.
ELECTION OF DIRECTORS
At the Annual Meeting, eight directors are to be elected to hold office
for terms of one, two and three years, their terms expiring at the 2001, 2002
and 2003 Annual Meetings of Shareholders respectively, or until their successors
are duly elected and qualified. Pursuant to the bylaws of the Company, the Board
of Directors acts as a nominating committee. Because this is the first annual
meeting of shareholders of the Company (the previous meeting was a meeting of
shareholders of Southcoast Community Bank), all of the directors must be elected
at this meeting. In subsequent years, approximately one-third of the board of
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directors will be elected for three year terms each year. The Board has
nominated Norman T. Russell and Robert M. Scott, each to serve a one year term;
James H. Sexton, Jr., James P. Smith and Paul D. Hollen, III, each to serve a
two year term; and William A. Coates, Thomas E. Hamer, Sr., and L. Wayne Pearson
each to serve a three year term. Each is currently a director of the Company.
Any other nominations must be made in writing and given to the Secretary of the
Company in accordance with the procedures set forth below under "--Committees of
the Board of Directors."
It is the intention of the persons named in the enclosed form of proxy
to vote for the election as directors of Messrs. Coates, Hammer, Hollen,
Pearson, Russell, Scott, Sexton and Smith. Unless a contrary specification is
indicated, the enclosed form of proxy will be voted FOR such nominees. In the
event that any such nominee is not available by reason of any unforeseen
contingency, it is intended that the persons acting under the proxy will vote
for the election, in his stead, of such other person as the Board of Directors
of the Company may recommend. The Board of Directors has no reason to believe
that any of the nominees will be unable or unwilling to serve if elected.
Directors' and Nominees
Set forth below are the names, ages, positions with the Company, and
business experience for the past five years, and the date such persons first
became a director of the current directors of the Company, all of whom are
nominees for election as directors.
<TABLE>
<CAPTION>
Director
Name (Age) Business Experience During Past Five Years Since
- ----------- ------------------------------------------ -----
<S> <C> <C>
William A. Coates Attorney, Shareholder in Love, Thornton, Arnold & Thomson, P.A., 1998*
(50) Greenville, South Carolina (attorneys) since 1980.
Thomas E. Hamer, Sr. President, ABF Allied Business Forms, Inc. (manufacturers of business 1998*
(52) forms and printers) since 1975.
Paul D. Hollen, III Executive Vice President and Chief Operations Officer of the Company and 1998*
(51) the Bank since June 1998; Organizer of the Bank from October, 1997 to June
1998; Special Projects, Carolina First Bank from July, 1997 to October,
1997; Executive Vice President and Chief Operations Officer, Lowcountry
Savings Bank from 1994 to July, 1997.
L. Wayne Pearson President of the Company and the Bank since June, 1998; Organizer of the 1998*
(52) Bank from October, 1997 to June, 1998; private investor, from July, 1997
to October, 1997; President, Lowcountry Savings
Bank from 1986 to July, 1997.
Norman T. Russell Management Consultant, PricewaterhouseCoopers; since March, 1999; from 1998*
(47) 1994 to March, 1999, President, CM Cables (electronic equipment
manufacturer).
Robert M. Scott Executive Vice President and Chief Financial Officer of the Company and 1998*
(56) the Bank since June 1998; Organizer of the Bank from October, 1997 to June
1998; Special Projects, Carolina First Bank from July, 1997 to October,
1997; Executive Vice President and Chief Financial Officer, Lowcountry
Savings Bank from April, 1996 to July, 1997; Chief Financial Officer, First
Republic Bank, Philadelphia, PA from January, 1995 to April, 1996.
James H. Sexton, Jr. Dentist (private practice) since 1975. 1998*
(50)
James P. Smith Regional Manager, Franklin Life Insurance (insurance sales) since 1993. 1998*
(45)
</TABLE>
- -----------------------------
*Includes membership on the Board of Directors of Southcoast Community Bank
prior to organization of the Company as a holding company for Southcoast
Community Bank in 1999.
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Neither the principal executive officers nor any director nominees are
related by blood, marriage or adoption in the degree of first cousin or closer.
Executive Officers
The executive officers of the Company are Messrs. Pearson, Hollen and
Scott. They are all directors of the Company and information about their ages
and business experience is set forth above.
Meetings of the Board of Directors
During the last full fiscal year, ending December 31, 1999, the Board
of Directors of the Company met 12 times (includes meetings of Southcoast
Community Bank Board of Directors). Each director attended a minimum of 75% of
the total number of meetings of the Board of Directors and committees of which
he was a member.
Committees of the Board of Directors
Nominating Committee. The Board of Directors acts as nominating committee, but
any Shareholder of any outstanding class of capital stock of the Company
entitled to vote for the election of Directors may also present nominations for
directors. Nominations, other than those made by or on behalf of the existing
management of the Company, may be made only by a shareholder entitled to vote at
the meeting at which directors are to be elected and must be made in writing and
delivered or mailed to the Secretary of the Company, not less than 90 days prior
to any meeting of Shareholders called for the election of Directors.
Audit Committee. The Audit Committee is responsible for seeing that audits of
the Company are conducted annually. A firm of certified public accountants is
employed for that purpose by the Board of Directors upon recommendation of the
Audit Committee. Reports on these audits are reviewed by the Committee upon
receipt and a report thereon is made to the Board at its next meeting. The Audit
Committee is comprised of Messrs. Coates (Chairman), Sexton and Smith. The Audit
Committee met once in 1999.
Compensation Committee. The Compensation Committee reviews the compensation
policies of the Company and recommends to the Board the compensation levels and
compensation programs for the executive officers of the Company. Members of the
Compensation Committee are Messrs. Smith (Chairman), Hamer, and Sexton. The
Compensation Committee met twice during 1999.
MANAGEMENT COMPENSATION
Executive Officer Compensation
The following table sets forth the remuneration paid during the years
ended December 31, 1999 and 1998 to the Chief Executive Officer and in 1999 to
the Executive Vice Presidents. No other officer of the Company was paid
remuneration in excess of $100,000.
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SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Number of
Securities
Annual Compensation(1) Underlying
---------------------- Options All Other
Name and Principal Position Year Salary Bonus Awarded Compensation(2)
- --------------------------- ---- ------ ----- ------- ---------------
<S> <C> <C> <C> <C> <C>
L. Wayne Pearson 1999 $130,269 $15,000 -0- $19,339
President and Chief 1998 62,666 -0- -0- 1,033
Executive Officer
Robert M. Scott 1999 $ 89,185 $10,000 -0- $12,732
Executive Vice President
Paul D. Hollen, III
Executive Vice President 1999 $ 89,185 $10,000 -0- $17,124
</TABLE>
- ---------------------
(1) Perquisites and personal benefits did not exceed the lesser of $50,000
or 10% of Mr. Pearson's, Mr. Scott's or Mr. Hollen's salary plus bonus
payments.
(2) Includes contributions by the Company to the Bank's 401(k) Plan on
behalf of Mr. Pearson in the amounts of $1,003, and $6,238 in fiscal
years 1998 and 1999, respectively; and on behalf of Messrs. Scott and
Hollen contributions to the 401(k) plan in the amounts of $3,831 and
$4,523, respectively, for the fiscal year 1999. Additional amounts paid
in 1999 include: for Mr. Pearson - medical insurance $3,723, disability
insurance $3,378 and life insurance $6,000; for Mr. Scott - disability
insurance $2,901 and life insurance $6,000; for Mr. Hollen - medical
insurance $3,723, disability insurance $2,378 and life insurance
$6,500.
Compensation of Directors
Directors receive compensation of $250 for each monthly meeting of the
Board of Directors attended. In addition to fees for each monthly meeting, the
Directors received $150 for each committee meeting attended.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Extensions of Credit. The Company, in the ordinary course of its
business, may make loans to and has other transactions with directors, officers,
principal shareholders, and their associates. Loans, if made, are made on
substantially the same terms, including rates and collateral, as those
prevailing at the time for comparable transactions with other persons and do not
involve more than the normal risk of collectibility or present other unfavorable
features. The Company expects to continue to enter into transactions in the
ordinary course of business on similar terms with directors, officers, principal
stockholders, and their associates. The aggregate dollar amount of such loans
outstanding at December 31, 1999 was $20,000. During 1999, $20,000 of new loans
were made and repayments totaled $-0-.
Real Estate. The Company purchased the land on which the Company's main
office was constructed from a partnership owned by Messrs. Hollen, Pearson and
Scott who are officers and directors of the Company. The purchase price was the
partnership's cost plus carrying expense and was less than the appraised value
of the property.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
As required by Section 16(a) of the Securities Exchange Act of 1934,
the Company's directors, its executive officers and certain individuals are
required to report periodically their ownership of the Company's Common Stock
and any changes in ownership to the Securities and Exchange Commission. Based on
a review of Section 16(a) reports available to the Company, it appears that all
such reports for these persons were filed in a timely fashion during 1999.
APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN
The Board of Directors of the Company has adopted the Employee Stock
Purchase Plan (the "ESPP"), subject to shareholder ratification. A description
of the principal terms of the ESPP and its purpose are set forth below. The full
text of the ESPP is set forth as Exhibit A to this Proxy Statement. This
description is qualified in its entirety by reference to the actual text of the
ESPP.
Features of the ESPP
The purpose of the ESPP is to advance the Company's interest by
enabling eligible employees of the Company and its affiliates to acquire an
ownership interest in the Company through purchases of Common Stock at a
discounted price. The ESPP is intended to qualify as an employee stock purchase
plan under Section 423 of the Internal Revenue Code of 1986, as amended (the
"Code").
An "eligible employee" under the ESPP is an employee of the Company for
federal tax withholding purposes, except employees who have been employed by the
Company for less than six consecutive months. On March 31, 2000, the number of
eligible participants was approximately 36. No employee is permitted to
participate in the ESPP if immediately after a grant under the ESPP, the
employee would own or hold 5% or more of the voting stock of the Company or 5%
or more of the value of all the Company's shares. No employee is permitted to
accrue the right at any time to purchase more than $25,000 worth of the
Company's stock through the ESPP each calendar year.
Upon approval of the ESPP, a maximum of 200,000 shares of the Company's
Common Stock will be made available for sale to employees. The number of
available shares may be adjusted for stock dividends, stock splits, stock
conversions, exchanges, reclassifications or substitutions. Shares of Common
Stock subject to the ESPP may be newly issued by the Company or purchased by the
Company on the open market or otherwise.
The ESPP permits the purchase of Common Stock through payroll deduction
as follows: (a) the ESPP provides for quarterly periods during which payroll
deductions will be accumulated (the "Offering Period"); (b) eligible employees
may choose the percentage of their gross compensation up to a maximum of 10% to
be deducted and applied to purchase shares of Common Stock under the ESPP; (c)
at the beginning of the Offering Period, the eligible employees obtain stock
options to purchase Common Stock under the ESPP at a 15% discount from the lower
of the market value on (1) the first day of the Offering Period, or (2) the last
day of the Offering Period; and (d) at the end of the Offering Period, the
eligible employees are deemed to exercise these options to the extent of their
payroll deductions. No fractional shares are issued.
The ESPP is administered by the Board which, subject to the rules
contained in the ESPP, would have complete authority, in its discretion, to
interpret and apply the terms of the ESPP, to determine eligibility, and to
adjudicate all disputed claims filed under the ESPP.
The Board of Directors may terminate the ESPP at any time; provided,
however, that no such termination will affect options outstanding at the time of
termination. The ESPP will terminate in any case five years after its approval
by the Board of Directors. If at any time the shares of Common Stock reserved
for the ESPP are available for purchase but not in sufficient number to satisfy
all the then unfilled purchase requirements, the available shares will be
apportioned among the participants in proportion to their options and the ESPP
will terminate. The Board of Directors may amend the ESPP after adoption,
subject to the requirements of Section 423 of the Code relating to the requisite
approval of the Company's shareholders.
As employees may participate in the ESPP voluntarily, the benefits or
amounts to be received by officers or employees of the Company are not
determinable at this time.
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Tax Consequences of the ESPP
The following is a summary of the effect of federal income taxation
upon the employee and the Company with respect to participants in the ESPP. If
the requirements of Section 423 of the Code are satisfied, the employee will not
realize taxable income either at the time options are granted pursuant to the
ESPP or at the time the employee purchases shares pursuant to the ESPP.
If the employee disposes of shares of Common Stock after the later of
two years after the grant of the option or one year from the date of transfer of
the stock pursuant to the option then, upon such disposition, the employee will
recognize as ordinary income an amount equal to the lesser of: (a)the excess of
the fair market value of the shares of Common Stock on the date of disposition
over the amount the employee paid for the shares under the options; or (b) the
excess of the fair market value of the shares at the time the option was granted
over the option price. The employee will also recognize a long-term capital gain
or loss in an amount equal to the difference between (i) the amount realized
upon the sale of the Common Stock and (ii) the sum of the amount the employee
paid for the shares plus the amount, if any, taxed to the employee as ordinary
income under (a) or (b) above.
If the employee disposes of shares of Common Stock before the later of
two years after the grant of the option or one year from the date of transfer of
the stock pursuant to the option then, upon this disposition, the employee will
recognize as ordinary income an amount equal to the excess of the fair market
value of the shares of Common Stock on the date the employee purchased them over
the amount the employee paid for the shares. The employee will also recognize a
capital gain or loss in an amount equal to the difference between (i) the amount
realized upon the sale of the shares of Common Stock and (ii) the sum of the
amount the employee paid for the shares plus the amount, if any, taxed to the
employee as ordinary income. If the employee holds the shares for more than one
year, this gain or loss will be a long-term capital gain or loss.
Generally, the Company will not receive any deduction for federal
income tax purposes with respect to the options or the shares of Common Stock
issued upon their exercise. If, however, the employee disposes of stock acquired
by exercise of an option under a stock purchase plan before the later of two
years after the grant of the option or one year from the date of transfer of the
stock upon exercise of the option, the Company will be entitled to a deduction
in an amount equal to the amount which is considered ordinary income.
The Board of Directors recommends that shareholders vote FOR approval of the
Employee Stock Purchase Plan.
APPROVAL OF 1999 STOCK OPTION PLAN
In 1999, the Board of Directors of the Company adopted the 1999 Stock
Option Plan, which reserves 50,000 shares of Common Stock for issuance pursuant
to the exercise of options which may be granted pursuant to the 1999 Stock
Option Plan. A description of the principal terms of the 1999 Stock Option Plan
and its purpose are set forth below. The full text of the 1999 Stock Option Plan
is set forth as Exhibit B to this Proxy Statement. This description is qualified
in its entirety by reference to the actual text of the 1999 Stock Option Plan.
Features of the 1999 Stock Option Plan
The purpose of the 1999 Stock Option Plan is to provide directors,
officers, key employees and others with an incentive which is aligned with the
interests of the shareholders of the Company through the performance of the
Company's Common Stock. Options under the Stock Option Plan may be either
"incentive stock options" within the meaning of the Internal Revenue Code, or
nonqualified stock options and may be granted to persons who are employees of
the Company or any subsidiary (including officers and directors who are
employees) at the time of grant or, in the case of nonqualified options, to
persons who are not employees, such as directors.
Incentive stock options must have an exercise price not less than the
fair market value of the Common Stock at the date of grant, as determined by a
committee of the Board of Directors consisting of at least three non-employee
directors (the "Committee"). Other options shall have the exercise price set by
the Committee. The Committee may set other terms for the exercise of the options
but may not grant more than $100,000 of incentive stock options (based on the
fair market value of the optioned shares on the date of the grant of the option)
which first become exercisable in any calendar year. Payment for optioned shares
may be in cash, Common Stock or a combination of the two.
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The Committee also selects the employees to receive grants under the
1999 Stock Option Plan and determines the number of shares covered by options
granted under the 1999 Stock Option Plan. No options may be exercised after ten
years from the date of grant and options may not be transferred except by will
or the laws of descent and distribution. Incentive stock options may be
exercised only while the optionee is an employee of the Company, within three
months after the date of termination of employment, within twelve months of
disability, or within two years of death. The terms and conditions of other
options relating to termination of employment, death or disability will be
determined by the Committee. The 1999 Stock Option Plan will terminate on August
14, 2009, and no options will be granted thereunder after that date.
Tax Consequences of the 1999 Stock Option Plan
The following is a summary of the effect of federal income taxation
upon the recipient of options under the 1999 Stock Option Plan and the Company.
Neither the Company nor the recipient of incentive stock options will have
federal income tax consequences from the issuance or exercise of the options.
Neither the Company nor the recipient of nonqualified options will have federal
income tax consequences from the issuance of the options as long as the options
do not have a readily ascertainable fair market value. However, recipients of
nonqualified options will recognize, as ordinary income for federal income tax
purposes, the difference between the fair market value of the optioned shares on
the date of exercise and the exercise price for federal income tax purposes and
the Company will be able to deduct a like amount.
The Board of Directors recommends that shareholders vote FOR approval
of the 1999 Stock Option Plan.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board has selected Elliott, Davis & Company, L.L.P., Certified
Public Accountants with offices in Greenville, South Carolina, to serve as the
Company's independent certified public accountants for 2000. It is expected that
representatives from this firm will be present and available to answer
appropriate questions at the annual meeting, and will have the opportunity to
make a statement if they desire to do so.
OTHER MATTERS
The Board of Directors knows of no other business to be presented at
the meeting of stockholders. If matters other than those described herein should
properly come before the meeting, it is the intention of the persons named in
the enclosed form of proxy to vote at such meeting in accordance with their best
judgment on such matters. If a shareholder specifies a different choice on the
Proxy, his or her shares will be voted in accordance with the specifications so
made.
Unless contrary instructions are indicated on the Proxy, all shares of
stock represented by valid proxies received pursuant to this solicitation, and
not revoked before they are voted, will be voted FOR the election of any or all
of the nominees for directors named herein.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-KSB
Shareholders may obtain copies of the Company's annual report on Form
10-KSB required to be filed with the Securities and Exchange Commission for the
year ended December 31, 1999, free of charge by requesting such form in writing
from L. Wayne Pearson, President, Southcoast Community Bank, Post Office Box
1561, Mt. Pleasant, South Carolina 29465.
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EXHIBIT A
Employee Stock Purchase Plan
1. Purpose. The purpose of the Plan is to provide employees of the
Company and its Designated Subsidiaries with an opportunity to
purchase Common Stock of the Company through accumulated payroll
deductions. It is the intention of the Company to have the Plan
qualify as an "Employee Stock Purchase Plan" under Section 423 of the
Internal Revenue Code of 1986, as amended. The provisions of the Plan,
accordingly, shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that
section of the Code.
2. Definitions.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Common Stock" shall mean the common stock of the Company.
(d) "Company" shall mean Southcoast Financial Corporation., a South
Carolina corporation.
(e) "Compensation" shall mean all base straight time gross earnings,
exclusive of payments for overtime, shift premiums and commissions,
incentive compensation, incentive payments, bonuses, awards and other
compensation.
(f) "Designated Subsidiary" shall mean a Subsidiary which the Board
has designated from time to time in its sole discretion as eligible to
participate in the Plan.
(g) "Employee" shall mean any individual who is an employee of the
Company or a Subsidiary for purposes of tax withholding under the
Code. For purposes of the Plan, the employment relationship shall be
treated as continuing intact while the individual is on sick leave or
other leave of absence authorized under Company or Subsidiary
policies.
(h) "Enrollment Date" shall mean the first day of each Offering
Period.
(i) "Exercise Date" shall mean the last day of each Offering Period.
(j) "Fair Market Value" shall mean, as of any date, the closing price
of the Company's Common Stock on the NASDAQ National Market System. If
the Common Stock is not traded on a national securities exchange or
quoted on the Nasdaq Stock Market, and there are not at least two
brokerage companies reporting a bid price per share on such date, then
the Fair Market Value shall be that value determined in good faith by
the Board in such manner as it deems appropriate.
(k) "Offering Period" shall mean a period of approximately three (3)
months, commencing on the first Trading Day on or after January 1,
April 1, July 1, and October 1 of each year and terminating on the
last Trading Day on or before the end of such period; provided,
however, that the duration of the first Offering Period shall be as
provided in Section 4.
(l) "Plan" shall mean this Employee Stock Purchase Plan.
(m) "Purchase Price" shall mean an amount equal to 85% of the Fair
Market Value of a share of Common Stock on the Enrollment Date or on
the Exercise Date, whichever is lower.
(n) "Reserves" shall mean the number of shares of Common Stock covered
by each option under the Plan which have not yet been exercised and
the number of shares of Common Stock which have been authorized for
issuance under the Plan but not yet placed under option.
(o) "Subsidiary" shall mean a corporation, domestic or foreign, of
which not less than 50% of the voting shares are held by the Company
or a Subsidiary, whether or not such corporation now exists or is
hereafter organized or acquired by the Company or a Subsidiary.
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(p) "Trading Day" shall mean a day on which national stock exchanges
and the National Association of Securities Dealers Automated Quotation
(NASDAQ) System are open for trading.
3. Eligibility.
(a) Any Employee, as defined in Section 2, who has been continuously
employed by the Company for at least six (6) consecutive months, who
is employed by the Company on a given Enrollment Date, and who is
expected to complete at least 1,000 hours of service as an Employee
during each calendar year in which the Enrollment Date occurs shall be
eligible to participate in the Plan for the Offering Period commencing
with such Enrollment Date.
(b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) if, immediately
after the grant, such Employee (or any other person whose stock would
be attributed to such Employee pursuant to Section 424(d) of the Code)
would own stock and/or hold outstanding options to purchase stock
possessing five percent (5%) or more of the total combined voting
power or value of all classes of stock of the Company or of any
Subsidiary of the Company, or (ii) which permits his or her rights to
purchase stock under all employee stock purchase plans of the Company
and its Subsidiaries to accrue at a rate which exceeds Twenty-Five
Thousand Dollars ($25,000) worth of stock (determined at the Fair
Market Value of the shares at the time such option is granted) for
each calendar year in which such option is outstanding at any time.
4. Offering Periods. The Plan shall be implemented by consecutive
Offering Periods with a new Offering Period commencing on the first
Trading Day on or after January 1, April 1, July 1, and October 1 of
each year, or on such other date as the Board shall determine, and
continuing hereafter until terminated in accordance with Section 19
hereof. The Board shall have the power to change the duration of
Offering Periods with respect to future Offerings without stockholder
approval if such change is announced at least fifteen (15) days prior
to the scheduled beginning of the first Offering Period to be
affected.
5. Participation.
(a) An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deductions on
such form as the Committee may designate and filing it with the
Company's payroll office at least ten (10) business days prior to the
Enrollment Date for the Offering Period in which such participation
will commence, unless a later time for filing the subscription
agreement is set by the Board for all eligible Employees with respect
to a given Offering Period.
(b) With respect to any Offering Period, payroll deductions for a
participant during such Offering Period shall commence with the first
payroll period following the Enrollment Date and shall end on the
Exercise Date of the Offering Period, unless sooner terminated by the
participant as provided in Section 10.
6. Payroll Deductions.
(a) At the time a participant files his or her subscription agreement,
he or she shall elect to have payroll deductions made on each pay day
during the Offering Period in an amount not exceeding ten percent
(10%) of the Compensation which he or she receives on each pay day
during the Offering Period.
(b) All payroll deductions made for a participant shall be credited to
his or her account under the Plan and will be withheld in whole
percentages only. A participant may not make any additional payments
into such account.
(c) During an Offering Period, a participant may discontinue his or
her participation in the Plan as provided in Section 10. A participant
may increase or decrease the rate of his or her payroll deductions for
a future Offering Period by filing with the Company a new subscription
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agreement authorizing an increase in payroll deduction rate within ten
(10) business days before the commencement of the upcoming Offering
Period. A participant's subscription agreement shall remain in effect
for successive Offering Periods unless terminated as provided in
Section 10.
(d) Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 3(b) herein, a
participant's payroll deductions may be decreased to 0% of
Compensation at such time during any Offering Period which is
scheduled to end during the current calendar year (the "Current
Offering Period") that the aggregate of all payroll deductions which
were previously used to purchase stock under the Plan in a prior
Offering Period which ended during that calendar year plus all payroll
deductions accumulated with respect to the Current Offering Period
equal $25,000. Payroll deductions shall recommence at the rate
provided in such participant's subscription agreement at the beginning
of the first Offering Period which is scheduled to end in the
following calendar year, unless terminated by the participant as
provided in Section 10.
7. Grant of Option. On the Enrollment Date of each Offering Period, each
eligible Employee participating in such Offering Period shall be
granted an option to purchase on each Exercise Date of such Offering
Period (at the applicable Purchase Price) up to a number of shares of
the Company's Common Stock determined by dividing such Employee's
payroll deductions accumulated prior to such Exercise Date (including
amounts retained in the participant's account in accordance with
Section 8) and retained in the Participant's account as of the
Exercise Date by the applicable Purchase Price; provided that such
purchase shall be subject to the limitations set forth in Sections
3(b) and 12 hereof. Exercise of the option shall occur as provided in
Section 8, unless the participant has withdrawn pursuant to Section
10, and shall expire on the last day of the Offering Period.
8. Exercise of Option. Unless a participant withdraws from the Plan as
provided in Section 10, his or her option for the purchase of shares
will be exercised automatically on the Exercise Date, and the maximum
number of full shares subject to option shall be purchased for such
participant at the applicable Purchase Price with the accumulated
payroll deductions in his or her account. No fractional shares will be
purchased; any payroll deductions accumulated in a participant's
account which are not sufficient to purchase a full share shall be
retained in the participant's account and applied toward the purchase
of shares in a subsequent Offering Period unless the participant
terminates his or her participation in the Plan as provided in Section
10. During a participant's lifetime, a participant's option to
purchase shares hereunder is exercisable only by him or her.
9. Delivery. As promptly as practicable after each Exercise Date on which
a purchase of shares occurs, the Company shall arrange the delivery to
each participant, as appropriate, of a certificate representing the
shares purchased upon exercise of his or her option.
10. Withdrawal; Termination of Employment.
(a) A participant may withdraw all but not less than all the payroll
deductions credited to his or her account and not yet used to exercise
his or her option under the Plan at any time by giving written notice
to the Company on such form as the Committee may designate. All of the
participant's payroll deductions credited to his or her account will
be paid to such participant promptly after receipt of notice of
withdrawal and such participant's option for the Offering Period will
be automatically terminated, and no further payroll deductions for the
purchase of shares will be made during the Offering Period. If a
participant withdraws from an Offering Period, payroll deductions will
not resume at the beginning of the succeeding Offering Period unless
the participant delivers to the Company a new subscription agreement.
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(b) Upon a participant's ceasing to be an Employee for any reason or
upon termination of a participant's employment relationship (as
described in Section (2)(g)), the payroll deductions credited to such
participant's account during the Offering Period but not yet used to
exercise the option will be returned to such participant or, in the
case of his or her death, to the person or persons entitled thereto
under Section 14, and such participant's option will be automatically
terminated.
11. Interest. No interest shall accrue on the payroll deductions of a
participant in the Plan.
12. Stock.
(a) The maximum number of shares of the Company's Common Stock which
shall be made available for sale under the Plan shall be 100,000
shares, subject to adjustment upon changes in capitalization of the
Company as provided in Section 18. Such shares may consist in whole or
in part of authorized and unissued or reacquired Common Stock. If on a
given Exercise Date the number of shares with respect to which options
are to be exercised exceeds the number of shares then available under
the Plan, the Company shall make a pro rata allocation of the shares
remaining available for purchase in as uniform a manner as is
practicable and as it determines to be equitable.
(b) The participant will have no interest or voting right in shares
covered by his or her option until such option has been exercised.
(c) Shares to be delivered to a participant under the Plan will be
registered in the name of the participant or in the name of the
participant and his or her spouse, as the participant designates.
13. Administration.
(a) Administrative Body. The Plan shall be administered by the Board
of the Company or a committee of members of the Board appointed by the
Board. The Board or its committee shall have full and exclusive
discretionary authority to construe, interpret and apply the terms of
the Plan, to determine eligibility and to adjudicate all disputed
claims filed under the Plan. Every finding, decision and determination
made by the Board or its committee shall, to the full extent permitted
by law, be final and binding upon all parties. Members of the Board
who are eligible Employees are permitted to participate in the Plan
except to the extent limited by Subsection (b) of this Section 13.
(b) Rule 16b-3 Limitations. Notwithstanding the provisions of
Subsection (a) of this Section 13, in the event that Rule 16b-3
promulgated under The Securities Exchange Act of 1934, as amended, or
any successor provision ("Rule 16b-3") provides specific requirements
for the administrators of plans of this type, the Plan shall be only
administered by such a body and in such a manner as shall comply with
the applicable requirements of Rule 16b-3. Unless permitted by Rule
16b-3, no discretion concerning decisions regarding the Plan shall be
afforded to any committee or person that is not "disinterested" as
that term is used in Rule 16b-3.
14. Designation of Beneficiary.
(a) A participant may file a written designation of a beneficiary who
is to receive any shares and cash, if any, from the participant's
account under the Plan in the event of such participant's death
subsequent to an Exercise Date on which the option is exercised but
prior to delivery to such participant of such shares and cash. In
addition, a participant may file a written designation of a
beneficiary who is to receive any cash from the participant's account
under the Plan in the event of such participant's death prior to
exercise of the option. If a participant is married and the designated
beneficiary is not the spouse, spousal consent shall be required for
such designation to be effective.
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(b) Such designation of beneficiary may be changed by the participant
(and his or her spouse, if any) at any time by written notice. In the
event of the death of a participant and in the absence of a
beneficiary validly designated under the Plan who is living at the
time of such participant's death, the Company shall deliver such
shares and/or cash to the executor or administrator of the estate of
the participant, or if no such executor or administrator has been
appointed (to the knowledge of the Company), the Company, in its
discretion, may deliver such shares and/or cash to the spouse or to
any one or more dependents or relatives of the participant, or if no
spouse, dependent or relative is known to the Company, then to such
other person as the Company may designate.
15. Transferability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an
option or to receive shares under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way (other than
by will, the laws of descent and distribution or as provided in
Section 14 hereof) by the participant. Any such attempt at assignment,
transfer, pledge or other disposition shall be without effect, except
that the Company may treat such act as an election to withdraw funds
from an Offering Period in accordance with Section 10.
16. Use of Funds. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose,
and the Company shall not be obligated to segregate such payroll
deductions.
17. Reports. Individual accounts will be maintained for each participant
in the Plan. Statements of account will be given to participating
Employees at least annually, which statements will set forth the
amounts of payroll deductions, the Purchase Price, the number of
shares purchased and the remaining cash balance, if any.
18. Adjustments Upon Changes in Capitalization; Dissolution; or Merger or
Asset Sale.
(a) Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the Reserves, as well as the price per
share of Common Stock covered by each option under the Plan which has
not yet been exercised, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other
increase or decrease in the number of shares of Common Stock effected
without receipt of consideration by the Company. Such adjustment shall
be made by the Board, whose determination in that respect shall be
final, binding and conclusive. Except as expressly provided herein, no
issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number
or price of shares of Common Stock subject to an option.
(b) Dissolution or Liquidation. In the event of a proposed sale of all
or substantially all of the assets of the Company, or the merger of
the Company with or into another corporation, each option under the
Plan shall be assumed or an equivalent option shall be substituted by
such successor corporation or a parent or subsidiary of such
successor, unless the Board determines, in the exercise of its sole
discretion and in lieu of such assumption or substitution, to shorten
the Offering Period then in progress by setting a new Exercise Date
(the "New Exercise Date"). If the Board shortens the Offering Period
then in progress in lieu of assumption or substitution in the event of
a merger or sale of assets, the Board shall notify each participant in
writing, at least ten (10) days prior to the New Exercise Date, that
the Exercise Date for his or her option has been changed to the New
Exercise Date and that his or her option will be exercised
automatically on the New Exercise Date, unless prior to such date he
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or she has withdrawn from the Offering Period as provided in Section
10. For purposes of this Section 18(b), an option granted under the
Plan shall be deemed to be assumed if, following the sale of assets or
merger, the option confers the right to purchase, for each share of
option stock subject to the option immediately prior to the sale of
assets or mergers, the consideration (whether stock, cash or other
securities or property) received in the sale of assets or merger by
holders of Common Stock for each share of Common Stock held on the
effective date of the transaction (and if such holders were offered a
choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares of Common Stock);
provided, however, that if such consideration received in the sale of
assets or merger was not solely common stock of the successor
corporation or its parent (as defined in Section 424(e) of the Code),
the Board may, with the consent of the successor corporation and the
participant, provide for the consideration to be received upon
exercise of the option to be solely common stock of the successor
corporation or its parent equal in fair market value to the per share
consideration received by holders of Common Stock in the sale of
assets or merger.
19. Amendment or Termination.
(a) The Board of Directors of the Company may at any time and for any
reason terminate or amend the Plan. Except as provided in Section 18,
no such termination can affect options previously granted, provided
that the Board of Directors may terminate an Offering Period on any
Exercise Date if the Board determines that the termination of the Plan
is in the best interests of the Company and its stockholders. Except
as provided in Section 18, no amendment may make any change in any
option theretofore granted which adversely affects the rights of any
participant. To the extent necessary to comply with Rule 16b-3 or
Section 423 of the Code (or any successor rule or provision or any
other applicable law or regulation), the Company shall obtain
stockholder approval in such a manner and to such a degree as
required.
(b) Without stockholder consent and without regard to whether any
participant rights may be considered to have been "adversely
affected," the Board (or its committee) shall be entitled to change
the Offering Periods, limit the frequency and/or number of changes in
the amount withheld during Offering Periods, permit payroll
withholding in excess of the amount designated by a participant in
order to adjust for delays or mistakes in the Company's processing of
properly completed withholding elections, establish reasonable waiting
and adjustment periods and/or accounting and crediting procedures to
ensure that amounts applied toward the purchase of Common Stock for
each participant properly correspond with amounts withheld from the
participant's Compensation, and establish such other limitations or
procedures as the Board (or its committee) determines in its sole
discretion advisable which are consistent with the Plan.
20. Notices. All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have
been duly given when received in the form specified by the Company at
the location, or by the person, designated by the Company for the
receipt thereof.
21. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option unless the exercise of such option and the
issuance and delivery of such shares pursuant thereto comply with all
applicable provisions of law, domestic or foreign, including without
limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange
upon which the shares may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to such
compliance. As a condition to the exercise of an option, the Company
may require the person exercising such option to represent and warrant
at the time of any such exercise that the shares are being purchased
only for investment and without any present intention to sell or
distribute such shares if, in the opinion of counsel for the Company,
such a representation is required by any of the aforementioned
applicable provisions of law.
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22. Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
stockholders of the Company. It shall continue in effect for a term of
five (5) years unless sooner terminated under Section 19.
23. Additional Restrictions of Rule 16b-3. The terms and conditions of
options granted hereunder to, and the purchase of shares by, persons
subject to Section 16 of the Exchange Act shall comply with the
applicable provisions of Rule 16b-3. This Plan shall be deemed to
contain, and such options shall contain, and the shares issued upon
exercise thereof shall be subject to, such additional conditions and
restrictions as may be required by Rule 16b-3 to qualify for the
maximum exemption from Section 16 of the Exchange Act with respect to
Plan transactions.
24. Stockholder Approval. Continuance of the Plan shall be subject to
approval by the stockholders of the Company within twelve (12) months
before or after the date the Plan is adopted.
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Exhibit B
Southcoast Financial Corporation
1999 STOCK OPTION PLAN
1. Purpose of the Plan. The Plan shall be known as the Southcoast Financial
Corporation 1999 Stock Option Plan (the "Plan"). The purpose of the Plan is to
attract and retain the best available personnel for positions of substantial
responsibility and to provide additional incentive to directors, officers and
key employees of Southcoast Financial Corporation (the "Company"), or any
present or future parent or subsidiary of the Company, and to promote the
success of the business. The Plan is intended to provide for the grant of
"Incentive Stock Options," within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code") and Non-qualified Stock Options,
options that do not so qualify. Each and every one of the provisions of the Plan
relating to Incentive Stock Options shall be interpreted to conform to the
requirements of Section 422 of the Code.
2. Definitions. As used herein, the following definitions shall apply.
(a) "Award" means the grant by the Board or the Committee of an
Incentive Stock Option or a Non-qualified Stock Option, or any combination
thereof, as provided in the Plan.
(b) "Company" shall mean Southcoast Financial Corporation, or any
successor corporation thereto.
(c) "Board" shall mean the Board of Directors of the Company, or any
successor or parent corporation thereto.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(e) "Committee" shall mean the Stock Option Committee appointed by the
Board in accordance with paragraph 5(a) of the Plan.
(f) "Common Stock" shall mean common stock, no par value per share, of
the Company, or any successor or parent corporation thereto.
(g) "Continuous Employment" or "Continuous Status as an Employee"
shall mean the absence of any interruption or termination of employment
with the Company or any present or future Parent or Subsidiary of the
Company. Employment shall not be considered interrupted in the case of sick
leave, military leave or any other leave of absence approved by the Company
(provided, however, in the case of Incentive Stock Options, no such leave
may extend beyond 90 days unless reemployment rights are guaranteed by
law), or in the case of transfers between payroll locations of the Company
or between the Company and any of its Parent, its Subsidiaries or a
successor.
(h) "Director" shall mean a member of the Board of the Company, or any
successor or parent corporation thereto.
(i) "Effective Date" shall mean the date specified in Section 15
hereof.
(j) "Employee" shall mean any person employed by the Company or any
present or future Parent or Subsidiary of the Company.
(k) "Incentive Stock Option" or "ISO" shall mean an option to purchase
Shares granted by the Committee pursuant to Section 8 hereof which is
subject to the limitations and restrictions of Section 8 hereof and is
intended to qualify under Section 422 of the Code.
(l) "Non-qualified Stock Option" shall mean an option to purchase
Shares granted pursuant to Section 9 hereof, which option is not intended
to qualify under Section 422 of the Code.
(m) "Option" shall mean an Incentive or Non-qualified Stock Option
granted pursuant to this Plan providing the holder of such Option with the
right to purchase Common Stock.
(n) "Optioned Stock" shall mean stock subject to an Option granted
pursuant to the Plan.
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(o) "Optionee" shall mean any person who receives an Option or Award
pursuant to the Plan.
(p) "Parent" shall mean any present or future corporation which would
be a "parent corporation" as defined in Subsections 424(e) and (g) of the
Code.
(q) "Participant" means any officer or key employee of the Company or
any Parent or Subsidiary of the Company or any other person providing a
service to the Company who is selected by the Board or the Committee to
receive an Award, or who by the express terms of the Plan is granted an
Award.
(r) "Plan" shall mean Southcoast Financial Corporation 1999 Stock
Option Plan.
(s) "Share" shall mean one share of the Common Stock.
(t) "Subsidiary" shall mean any present or future corporation which
would be a "subsidiary corporation" as defined in Subsections 424(f) and
(g) of the Code.
3. Shares Subject to the Plan. Except as otherwise required by the
provisions of Section 13 hereof, the aggregate number of Shares with respect to
which Awards may be made pursuant to the Plan shall be 50,000. Such Shares shall
be authorized but unissued shares of the Common Stock. Shares of Common Stock
subject to Options which for any reason are terminated unexercised or expire
shall again be available for issuance under the Plan.
4. Six Month Holding Period.
A total of six months must elapse between the date of the grant of an
Option and the date of the sale of Common Stock received through the exercise of
an Option.
5. Administration of the Plan.
(a) Composition of the Committee. The Plan shall be administered by
the Board or a Committee appointed by the Board, which shall serve at the
pleasure of the Board. Such Committee shall be constituted solely of two or
more Directors who are not currently officers or employees of the Company
or any of its subsidiaries, and who qualify to administer the Plan as
contemplated by Rule 16b-3 under the Securities Exchange Act of 1934, or
any successor rule.
(b) Powers of the Committee. The Board or the Committee is authorized
(but only to the extent not contrary to the express provisions of the Plan
or, in the case of the Committee, to resolutions adopted by the Board) to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to the Plan, to determine the form and content of Awards to be
issued under the Plan and to make other determinations necessary or
advisable for the administration of the Plan. The Committee also shall have
and may exercise such other power and authority as may be delegated to it
by the Board from time to time. A majority of the entire Committee shall
constitute a quorum and the action of a majority of the members present at
any meeting at which a quorum is present shall be deemed the action of the
Committee. In no event may the Board or the Committee revoke outstanding
Awards without the consent of the Participant.
The Chairman of the Board of Directors of the Company and such other
officers as shall be designated by the Board or the Committee are hereby
authorized to execute instruments evidencing Awards on behalf of the Company and
to cause them to be delivered to the participants.
(c) Effect of Board's or Committee's Decision. All decisions,
determinations and interpretations of the Board or the Committee shall be
final and conclusive on all persons affected thereby.
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6. Eligibility. Awards may be granted to directors, officers, key employees
and other persons. The Board or the Committee shall from time to time determine
the directors, officers, key employees and other persons who shall be granted
Awards under the Plan, the number to be granted to each such director, officer,
key employee and other persons under the Plan, and whether Awards granted to
each such Participant under the Plan shall be Incentive and/or Non-qualified
Stock Options (provided, however, Incentive Stock Options may only be granted to
persons who are employees, including officers, of the Company). In selecting
participants and in determining the number of Shares of Common Stock to be
granted to each such Participant pursuant to each Award granted under the Plan,
the Board or the Committee may consider the nature of the services rendered by
each such Participant, each such Participant's current and potential
contribution to the Company and such other factors as the Board or the Committee
may, in its sole discretion, deem relevant. Directors, officers, key employees
or other persons who have been granted an Award may, if otherwise eligible, be
granted additional Awards.
7. Term of the Plan. The Plan shall continue in effect for a term of ten
years from the Effective Date, unless sooner terminated pursuant to Section 18
hereof. No Option shall be granted under the Plan after ten years from the
Effective Date.
8. Terms and Conditions of Incentive Stock Options. Incentive Stock Options
may be granted only to Participants who are Employees. Each Incentive Stock
Option granted pursuant to the Plan shall be evidenced by a written agreement,
executed by the Company and the Optionee, which states the number of shares of
common stock subject to the Options granted thereby and the period of
exercisability of the Options, and in such form as the Board or the Committee
shall from time to time approve. Each and every Incentive Stock Option granted
pursuant to the Plan shall comply with, and be subject to, the following terms
and conditions:
(a) Option Price.
(i) The price per Share at which each Incentive Stock Option
granted under the Plan may be exercised shall not, as to any
particular Incentive Stock Option, be less than the fair market value
of the Common Stock at the time such Incentive Stock Option is
granted. For such purposes, if the Common Stock is traded otherwise
than on a national securities exchange at the time of the granting of
an Option, then the price per Share of the Optioned Stock shall be not
less than the mean between the bid and asked price on the date the
Incentive Stock Option is granted or, if there is no bid and asked
price on said date, then on the next prior business day on which there
was a bid and asked price. If no such bid and asked price is
available, then the price per Share shall be determined by the Board
or the Committee. If the Common Stock is listed on a national
securities exchange at the time of the granting of an Incentive Stock
Option, then the price per Share shall be not less than the average of
the highest and lowest selling price on such exchange on the date such
Incentive Stock Option is granted or, if there were no sales on said
date, then the price shall be not less than the mean between the bid
and asked price on such date.
(ii) In the case of an Employee who owns Common Stock
representing more than ten percent (10%) of the outstanding Common
Stock at the time the Incentive Stock Option is granted, the Incentive
Stock Option price shall not be less than one hundred and ten percent
(110%) of the fair market value of the Common Stock at the time the
Incentive Stock Option is granted.
(b) Payment. Full payment for each Share of Common Stock purchased
upon the exercise of any Incentive Stock Option granted under the Plan
shall be made at the time of exercise of each such Incentive Stock Option
and shall be paid in cash. No Shares of Common Stock shall be issued until
full payment therefor has been received by the Company, and no Optionee
shall have any of the rights of a stockholder of the Company until Shares
of Common Stock are issued to him.
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(c) Term of Incentive Stock Option. The term of each Incentive Stock
option granted pursuant to the Plan shall be not more ten (10) years from
the date each such Incentive Stock Option is granted, provided that in the
case of an Employee who owns stock representing more than ten percent (10%)
of the Common Stock outstanding at the time the Incentive Stock Option is
granted, the term of the Incentive Stock Option shall not exceed five (5)
years.
(d) Exercise Generally. Except as otherwise provided in Section 10
hereof, no Incentive Stock Option may be exercised unless the Optionee
shall have been in the Continuous Employment of the Company at all times
during the period beginning with the date of grant of any such Incentive
Stock Option and ending on the date three months prior to the date of
exercise of any such Incentive Stock Option. The Board or the Committee may
at the time of grant impose additional conditions upon the right of an
Optionee to exercise any Incentive Stock Option granted hereunder which are
not inconsistent with the terms of the Plan or the requirements for
qualification as an Incentive Stock Option under Section 422 of the Code.
(e) Limitation on Options to be Exercised. The aggregate fair market
value (determined as of the date the Option is granted) of the Shares with
respect to which Incentive Stock Options are exercisable for the first time
by each Employee during any calendar year (under all Incentive Stock Option
plans, as defined in Section 422 of the Code, of the Company or any present
or future Parent or Subsidiary of the Company) shall not exceed $100,000.
Notwithstanding the prior provisions of this Section 8(e), the Board or the
Committee may grant Options in excess of the foregoing limitations,
provided said Options shall be clearly and specifically designated as not
being Incentive Stock Options, as defined in Section 422 of the Code.
(f) Transferability. Any Incentive Stock Option granted pursuant to
the Plan shall be exercised during an Optionee's lifetime only by the
Optionee to whom it was granted and shall not be assignable or transferable
otherwise than by will or by the laws of descent and distribution.
9. Terms and Conditions of Non-qualified Stock Options. Each
Non-qualified Stock Option granted pursuant to the Plan shall be evidenced by a
written agreement, executed by the Company and the Optionee, which states the
number of shares of common stock subject to the Options granted thereby and the
period of exercisability of the Options, and in such form as the Board or the
Committee shall from time to time approve. Each and every Non-qualified Stock
Option granted pursuant to the Plan shall comply with and be subject to the
following terms and conditions.
(a) Option Price. The exercise price per Share of Common Stock for
each Non-qualified Stock Option granted pursuant to the Plan shall be at
such price as the Board or the Committee may determine in its sole
discretion.
(b) Payment. Full payment for each Share of Common Stock purchased
upon the exercise of any Non-qualified Stock Option granted under the Plan
shall be made at the time of exercise of each such Non-qualified Stock
Option and shall be paid in cash. No Shares of Common Stock shall be issued
until full payment therefor has been received by the Company and no
Optionee shall have any of the rights of a stockholder of the Company until
the Shares of Common Stock are issued to him.
(c) Term. The term of each Non-qualified Stock Option granted pursuant
to the Plan shall be not more than ten (10) years from the date each such
Non-qualified Stock Option is granted.
(d) Exercise Generally. The Board or the Committee may impose
additional conditions upon the right of any Participant to exercise any
Non-qualified Stock Option granted hereunder which are not inconsistent
with the terms of the Plan.
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(e) Cashless Exercise. An Optionee who has held a Non-qualified Stock
Option for at least six months may engage in the "cashless exercise" of the
Option. In a cashless exercise, an Optionee gives the Company written
notice of the exercise of the Option together with an order to a registered
broker-dealer or equivalent third party, to sell part or all of the
Optioned Stock and to deliver enough of the proceeds to the Company to pay
the Option price and any applicable withholding taxes. If the Optionee does
not sell the Optioned Stock through a registered broker-dealer or
equivalent third party, he can give the Company written notice of the
exercise of the Option and the third party purchaser of the Optioned Stock
shall pay the Option price plus any applicable withholding taxes to the
Company.
(f) Transferability. Any Non-qualified Stock Option granted pursuant
to the Plan shall be exercised during an Optionee's lifetime only by the
Optionee to whom it was granted and shall not be assignable or transferable
otherwise than by will or by the laws of descent and distribution.
10. Effect of Termination of Employment, Disability or Death on Incentive
Stock Options.
(a) Termination of Employment. In the event that any Optionee's
employment with the Company shall terminate for any reason, other than
Permanent and Total Disability (as such term is defined in Section 22 (e)
(3) of the Code) or death, all of any such Optionee's Incentive Stock
Options, and all of any such Optionee's rights to purchase or receive
Shares of Common Stock pursuant thereto, shall automatically terminate on
the earlier of (i) the respective expiration dates of any such Incentive
Stock Options or (ii) the expiration of not more than three months after
the date of such termination of employment, but only if, and to the extent
that, the Optionee was entitled to exercise any such Incentive Stock
Options at the date of such termination of employment.
(b) Disability. In the event that any Optionee's employment with the
Company shall terminate as the result of the permanent and Total Disability
of such Optionee, such Optionee may exercise any Incentive Stock Options
granted to him pursuant to the Plan at any time prior to the earlier of (i)
the respective expiration dates of any such Incentive Stock Options or (ii)
the date which is one year after the date of such termination of
employment, but only if, and to the extent that, the Optionee was entitled
to exercise any such Incentive Stock Options at the date of such
termination of employment.
(c) Death. In the event of the death of an Optionee, any Incentive
Stock Options granted to such Optionee may be exercised by the person or
persons to whom the Optionee's rights under any such Incentive Stock
Options pass by will or by the laws of descent and distribution (including
the Optionee's estate during the period of administration) at any time
prior to the earlier of (i) the respective expiration dates of any such
Incentive Stock Options or (ii) the date which is one year after the date
of death of such Optionee but only if, and to the extent that, the Optionee
was entitled to exercise any such Incentive Stock Options at the date of
death. For purposes of this Section 10(c), any Incentive Stock Option held
by an Optionee shall be considered exercisable at the date of his death if
the only unsatisfied condition precedent to the exercisability of such
Incentive Stock Option at the date of death is the passage of a specified
period of time. At the discretion of the Board or the Committee, upon
exercise of such Options the Optionee may receive Shares or cash or
combination thereof. If cash shall be paid in lieu of Shares, such cash
shall be equal to the difference between the fair market value of such
Shares and the exercise price of such Options on the exercise date.
(d) Incentive Stock Options Deemed Exercisable. For purposes of
Sections 10(a), 10(b) and 10(c) above, any Incentive Stock Option held by
any Optionee shall be considered exercisable at the date of termination of
his employment if any such Incentive Stock Option would have been
exercisable at such date of termination of employment.
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(e) Termination of Incentive Stock Options. To the extent that any
Incentive Stock Option granted under the Plan to any Optionee whose
employment with the Company terminates shall not have been exercised within
the applicable period set forth in this Section 10, any such Incentive
Stock Option, and all rights to purchase or receive Shares of Common Stock
pursuant thereto, as the case may be, shall terminate on the last day of
the applicable period.
11. Effect of Termination of Employment, Disability or Death on
Non-qualified Stock Options. The terms and conditions of Non-qualified Stock
Options relating to the effect of the termination of an Optionee's employment,
disability of an Optionee or his death shall be such terms and conditions as the
Board or the Committee shall, in its sole discretion, determine at the time of
termination, unless specifically provided for by the terms of the Agreement at
the time of grant of the Award.
12. Right of Repurchase and Restrictions on Disposition. The Board or the
Committee, in its sole discretion, may include at the time of award, as a term
of any Incentive Stock Option or Non-qualified Stock Option, the right (the
"Repurchase Right") but not the obligation, to repurchase all or any amount of
the Shares acquired by an Optionee pursuant to the exercise of any such Options.
The intent of the Repurchase Right is to encourage the continued employment of
the Optionee. The Repurchase Right shall provide for, among other things, a
specified duration of the Repurchase Right, a specified price per Share to be
paid upon the exercise of the Repurchase Right and a restriction on the
disposition of the Shares by the Optionee during the period of the Repurchase
Right. The Repurchase Right may permit the Company to transfer or assign such
right to another party. The Company may exercise the Repurchase Right only to
the extent permitted by applicable law.
13. Recapitalization, Merger, Consolidation, Change in Control and Similar
Transactions.
(a) Adjustment. The aggregate number of Shares of Common Stock for
which Options may be granted hereunder, the number of Shares of Common
Stock covered by each outstanding Option, and the exercise price per Share
of Common Stock of each such Option, shall all be proportionately adjusted
for any increase or decrease in the number of issued and outstanding Shares
of Common Stock resulting from a subdivision or consolidation of Shares
(whether by reason of merger, consolidation, recapitalization,
reclassification, splitup, spin-off, stock split, combination of shares, or
otherwise) or the payment of a stock dividend (but only on the Common
Stock) or any other increase or decrease in the number of such Shares of
Common Stock effected without the receipt of consideration by the Company
(other than Shares held by dissenting stockholders).
(b) Change in Control. All outstanding Awards shall become immediately
exercisable in the event of a change in control or imminent change in
control of the Company. In the event of such a change in control or
imminent change in control, the Optionee shall, at the discretion of the
Board or the Committee, be entitled to receive cash in an amount equal to
the fair market value of the Common Stock subject to any Incentive or
Non-qualified Stock Option over the Option Price of such Shares, in
exchange for the surrender of such Options by the Optionee on that date.
For purposes of this Section 13, "change in control" shall mean: (i) the
execution of an agreement for the sale of all, or a material portion, of
the assets of the Company; (ii) the execution of an agreement for a merger
or recapitalization of the Company or any merger or recapitalization
whereby the Company is not the surviving entity; (iii) a change of control
of the Company, as otherwise defined or determined by the State Board of
Financial Institutions pursuant to the laws of the State of South Carolina,
or regulations promulgated by it; or (iv) the acquisition, directly or
indirectly, of the beneficial ownership (within the meaning of that term as
it is used in Section 13(d) of the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder) of 25% or more of the
outstanding voting securities of the Company by any person, trust, entity
or group. This limitation shall not apply to the purchase of shares by
underwriters in connection with a public offering of Company stock, or the
purchase of shares of up to 25% of any class of securities of the Company
by a tax qualified employee stock benefit plan of the Company or to a
transaction which forms a holding company for the Company, if the
shareholders of the Company own substantially the same proportionate
interests of the stock of the holding company immediately after the
transaction except for changes caused by the exercise of dissenter's
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rights. The term "person" 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. For purposes of this Section 13, "imminent
change in control" shall refer to any offer or announcement, oral or
written, by any person or persons acting as a group, to acquire control of
the Company. Whether there is an imminent change in control shall be
determined by the Board or the Committee. The decision of the Board or the
Committee as to whether a change in control or imminent change in control
has occurred shall be conclusive and binding.
(c) Cancellation and Payment for Options in the Event of Extraordinary
Corporate Action. Subject to any required action by the stockholders of the
Company, in the event of any change in control, recapitalization, merger,
consolidation, exchange of shares, spin-off, reorganization, tender offer,
liquidation or other extraordinary corporate action or event, the Board or
the Committee, in its sole discretion, shall have the power, prior or
subsequent to such action or event to:
(i) cancel any or all previously granted Options, provided that
consideration is paid to the Optionee in connection therewith which
consideration is sufficient to put the Optionee in as favorable a
financial position as he would have been if the options had not been
cancelled; and/or
(ii) subject to Section 13(a) and (b) above, make such other
adjustments in connection with the Plan as the Board or the Committee,
in its sole discretion, deems necessary, desirable, appropriate or
advisable; provided, however, that no action shall be taken by the
Committee which would cause Incentive Stock Options granted pursuant
to the Plan to fail to meet the requirements of Section 422 of the
Code.
Except as expressly provided in Sections 13(a) and 13(b) hereof, no
Optionee shall have any rights by reason of the occurrence of any of the events
described in this Section 13.
(d) Acceleration. The Board or the Committee shall at all times have
the power to accelerate the exercise date of Options previously granted
under the Plan.
14. Time of Granting Options. The date of grant of an Option under the Plan
shall, for all purposes, be the date on which the Board or the Committee makes
the determination to grant such Option. Notice of the determination of the grant
of an Option shall be given to each individual to whom an Option is so granted
within a reasonable time after the date of such grant in a form determined by
the Board or the Committee.
15. Effective Date. The Plan shall become effective upon adoption by the
Board of Directors. Options may be granted prior to ratification of the Plan by
the stockholders of the Company if the exercise of such Options is subject to
such stockholder ratification.
16. Approval by Stockholders. The Plan shall be approved by stockholders of
the Company within twelve months before or after the date the Plan becomes
effective.
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17. Modification of Options. At any time and from time to time, the Board
may or may authorize the Committee to direct the execution of an instrument
providing for the modification of any outstanding Option, provided no such
modification, extension or renewal shall confer on the holder of said Option any
right or benefit which could not be conferred on him by the grant of a new
Option at such time, or shall not materially decrease the Optionee's benefits
under the Option without the consent of the holder of the Option, except as
otherwise permitted under Section 18 hereof. Notwithstanding anything herein to
the contrary, the Board or the Committee shall have the authority to cancel
outstanding Options with the consent of the Optionee and to reissue new Options
at a lower exercise price, (provided, however, the exercise price for Incentive
Stock Options shall in no event be less than the then fair market value per
share of Common Stock), in the event that the fair market value per share of
Common Stock at any time prior to the date of exercise of outstanding Options
falls below the exercise price of such Options.
18. Amendment and Termination of the Plan.
(a) Action by the Board. The Board may alter, suspend or discontinue
the Plan, except that no action of the Board may increase (other than as
provided in Section 13 hereof) the maximum number of Shares permitted to be
optioned under the Plan, materially increase the benefits accruing to
Participants under the Plan or materially modify the requirements for
eligibility for participation in the Plan unless such action of the Board
shall be subject to approval or ratification by the stockholders of the
Company.
(b) Change in Applicable Law. Notwithstanding any other provision
contained in the Plan, in the event of a change in any federal or state
law, rule or regulation which would make the exercise of all or part of any
previously granted Incentive and/or Non-qualified Stock Option unlawful or
subject the Company to any penalty, the Committee may restrict any such
exercise without the consent of the Optionee or other holder thereof in
order to comply with any such law, rule or regulation or to avoid any such
penalty.
19. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to any Option granted under the Plan unless the issuance and delivery of
such Shares shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, any applicable state securities law and the requirements
of any stock exchange upon which the Shares may then be listed.
The inability of the Company to obtain approval from any regulatory body or
authority deemed by the Company's counsel to be necessary to the lawful issuance
and sale of any Shares hereunder shall relieve the Company of any liability in
respect of the non-issuance or sale of such Shares.
As a condition to the exercise of an Option, the Company may require the
person exercising the Option to make such representations and warranties as may
be necessary to assure the availability of an exemption from the registration
requirements of federal or state securities law.
20. Reservation of Shares. During the term of the Plan, the Company will
reserve and keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
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21. Unsecured Obligation. No Participant under the Plan shall have any
interest in any fund or special asset of the Company by reason of the Plan or
the grant of any Incentive or Non-qualified Stock Option under the Plan. No
trust fund shall be created in connection with the Plan or any grant of any
Incentive or Non-qualified Stock Option hereunder and there shall be no required
funding of amounts which may become payable to any Participant.
22. Withholding Tax. The Company shall have the right to deduct from all
amounts paid in cash with respect to the cashless exercise of Options under the
Plan any taxes required by law to be withheld with respect to such cash
payments. Where a Participant or other person is entitled to receive Shares
pursuant to the exercise of an Option pursuant to the Plan, the Company shall
have the right to require the Participant or such other person to pay the
Company the amount of any taxes which the Company is required to withhold with
respect to such Shares, or, in lieu thereof, to retain, or sell without notice,
a number of such Shares sufficient to cover the amount required to be withheld.
23. Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of South Carolina, except to the extent
that federal law shall be deemed to apply.
24. Compliance With Rule 16b-3. With respect to persons to whom options are
granted hereunder who are subject to Section 16 of the Securities Exchange Act
of 1934: (i) this Plan is intended to comply with all applicable conditions of
Rule 16b-3 or its successors, (ii) all transactions involving
insider-participants are subject to such conditions are expressly set forth in
the Plan, and (iii) any provision of the Plan or action by the Plan's
administrators that is contrary to a condition of Rule 16b-3 shall not apply to
insider-participants.
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[FORM OF PROXY]
PROXY
SOUTHCOAST FINANCIAL CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS -THURSDAY, MAY 11, 2000
L. Wayne Pearson or Robert M. Scott, or either of them, with full power
of substitution, are hereby appointed as agent(s) of the undersigned to vote as
proxies for the undersigned at the Annual Meeting of Shareholders to be held on
May 11, 2000, and at any adjournment thereof, as follows:
1. ELECTION OF FOR all nominees listed WITHHOLD AUTHORITY
DIRECTORS TO below (except any I have to vote for all
HOLD OFFICE written below) [ ] nominees listed
FOR THE TERMS below [ ]
SHOWN.
One Year Term: Norman T. Russell, Robert M. Scott
Two Year Term: James H. Sexton, Jr., James P. Smith, Paul D. Hollen, III
Three Year Term: William A. Coates, Thomas E. Hamer, L. Wayne Pearson
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL(S) WRITE THE
NOMINEE'S(S') NAME(S) ON THE LINE BELOW.
2. To approve the adoption of the Employee Stock Purchase Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To approve the adoption of the 1999 Stock Option Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. And, in the discretion of said agents, upon such other business as may
properly come before the meeting, and matters incidental to the conduct of
the meeting. (Management at present knows of no other business to be
brought before the meeting.)
THE PROXIES WILL BE VOTED AS INSTRUCTED. IF NO CHOICE IS INDICATED WITH RESPECT
TO A MATTER WHERE A CHOICE IS PROVIDED, THIS PROXY WILL BE VOTED "FOR" SUCH
MATTER.
Please sign exactly as name appears below. When signing as attorney, executor,
administrator, trustee, or guardian, please give full title. If more than one
trustee, all should sign. All joint owners must sign.
Dated: ___________________, 2000 ________________________________________
________________________________________
