SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the registrant [ X ]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement.
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2)).
COMMUNITY CAPITAL CORPORATION
(Name of Registrant as Specified in Its Charter)
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 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid
previously. Identify the previous filing by
registration statement number, or the form or
schedule and the date of its filing.
<TABLE>
<CAPTION>
<S> <C>
(1) Amount Previously Paid:
----------------
(2) Form, Schedule or Registration Statement No.:
---------------
(3) Filing Party:
------------------
(4) Date Filed:
----------------------
</TABLE>
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 27, 1998
Notice is hereby given that the Annual Meeting of Shareholders of
Community Capital Corporation will be held at the Inn on the Square at 104 Court
Street, Greenwood, South Carolina on Wednesday, May 27, 1998, at 11:30 a.m., for
the following purposes:
(1) To elect eight members to the Board of Directors;
(2) To ratify the adoption of the Company's 1997 Stock Incentive
Plan;
(3) To ratify the appointment of Tourville, Simpson & Henderson,
Certified Public Accountants, as the Company's independent
auditors for the fiscal year ending December 31, 1998; and
(4) To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof.
Only shareholders whose names appeared of record on the books of the
Company on April 1, 1998 will be entitled to notice of, and to vote at, the
Annual Meeting or any adjournment thereof.
You are cordially invited and urged to attend the Annual Meeting in
person, but if you are unable to do so, please date, sign and promptly return
the enclosed, self-addressed, stamped envelope. If you attend the Annual Meeting
and desire to revoke your proxy and vote in person, you may do so. In any event,
a proxy may be revoked at any time before it is exercised.
By Order of the Board of Directors,
William G. Stevens
President and Chief Executive Officer
Charles J. Rogers
Chairman of the Board
Greenwood, South Carolina
April 16, 1998
<PAGE>
COMMUNITY CAPITAL CORPORATION
302-A MONTAGUE AVENUE
GREENWOOD, SOUTH CAROLINA 29649
PROXY STATEMENT
GENERAL
This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Community Capital Corporation (the
"Company") to be used in voting at the Annual Meeting of Shareholders of the
Company to be held at the Inn on the Square at 104 Court Street, Greenwood,
South Carolina, on Wednesday, May 27, 1998 at 11:30 a.m., and at any adjournment
thereof. The purposes of the Annual Meeting are (a) to elect eight members of
the Board of Directors for terms varying from one to three years, (b) to ratify
the adoption of the Company's 1997 Stock Incentive Plan, (c) to ratify the
appointment of Tourville, Simpson & Henderson, Certified Public Accountants, as
the Company's independent auditors for the fiscal year ending December 31, 1998,
and (d) to transact such other business as may properly come before the Annual
Meeting or any adjournment thereof. This Proxy Statement and the accompanying
form of proxy are being mailed to shareholders commencing on or about April 17,
1998.
Any shareholder who has signed the proxy referred to in this Proxy
Statement may revoke it at any time before it is exercised at the Annual Meeting
by (i) delivering to the Secretary of the Company a written notice, bearing a
date later than the proxy, stating that the proxy is revoked, (ii) signing and
so delivering a proxy relating to the same shares and bearing a later date prior
to the vote at the Annual Meeting or (iii) attending the Annual Meeting and
voting in person (although attendance at the Annual Meeting will not, by itself,
revoke a proxy). Whether or not you plan to attend the Annual Meeting, you are
urged to sign and return the enclosed proxy.
The cost of preparing, assembling and mailing this Proxy Statement and
the form of proxy will be borne by the Company. Directors, officers and
employees of the Company may also solicit proxies personally or by mail,
telephone or telegram. No compensation will be paid for such solicitations. In
addition, the Company may request banking institutions, brokerage firms,
custodians, nominees and fiduciaries to forward the Company's proxy solicitation
materials to the beneficial owners of the Company's common stock (the "Common
Stock") held of record by such entities, and the Company will reimburse their
reasonable forwarding expenses.
VOTING SECURITIES OUTSTANDING
The Board of Directors has fixed April 1, 1998 as the record date (the
"Record Date") for the determination of shareholders entitled to notice of, and
to vote at, the Annual Meeting or at any adjournments thereof. As of the Record
Date, there were 2,925,912 issued and outstanding shares of the Common Stock
held of record by approximately 1,360 shareholders. All of such shares are
eligible to be voted on each matter currently scheduled to come before the
Annual Meeting, and there are no other outstanding shares of capital stock of
the Company eligible to be voted at the Annual Meeting. Cumulative voting for
the election of directors is not available under the Company's Article of
Incorporation. Consequently, each share of Common Stock is entitled to one vote
on each matter to be voted upon at the Annual Meeting.
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QUORUM
The presence in person or by proxy of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum at the Annual Meeting or an adjournment
thereof. Directions to withhold authority to vote for directors, abstentions and
broker non-votes will be considered shares present in person or by proxy and
entitled to vote and, therefore, will be counted for purposes of determining
whether there is a quorum at the Annual Meeting. (A broker non-vote occurs when
a broker or other nominee holding shares for a beneficial owner votes on one
proposal, but does not vote on another proposal because the broker or nominee
does not have the discretionary voting power and has not received voting
instructions from the beneficial owner.) If a quorum is not present or
represented at the Annual Meeting, the shareholders entitled to vote, present in
person or represented by proxy, have the power to adjourn the meeting from time
to time, without notice other than an announcement at the meeting, until a
quorum is present or represented. Directors, officers and regular employees of
the Company may solicit proxies for the reconvened meeting in person or by mail,
telephone or telegraph. At any such 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 scheduled.
PROPOSAL ONE
ELECTION OF DIRECTORS
Eight directors are to be elected at the Annual Meeting. The Company's
Articles of Incorporation provide for a classified Board of Directors which at
the date of the Annual Meeting will consist of twenty-one directorships divided
into three classes of seven directorships each, with one class of directorships
expiring at the Annual Meetings in each of 1998, 1999 and 2000.
In connection with the organization on July 10, 1997 of The Bank of
Newberry County, a South Carolina state bank and a wholly-owned subsidiary of
the Company (the "Newberry Bank"), the Board of Directors of the Company was
expanded from nineteen to twenty-one directors, and the then existing Board of
Directors of the Company appointed the following two individuals to fill the
newly-created vacancies: Earl H. Bergen and William F. Steadman. The terms of a
total of eight directors will expire on the date of the forthcoming Annual
Meeting, including the terms of the two appointed directors identified above.
In order to comply with the statutory requirement that, as nearly as
possible, an equal number of directors exists in each class of directors, seven
individuals are being nominated to serve from the date of their election at the
forthcoming Annual Meeting until the 2001 Annual Meeting of Shareholders, and
one individual is being nominated to serve from the date of his election at the
forthcoming Annual Meeting until the 1999 Annual Meeting of Shareholders, and
all until their respective successors shall have been elected and qualified. The
Board of Directors has nominated the eight nominees listed below for election to
the Board of Directors. All of the nominees are currently members of the Board
of Directors. For additional information on each of the nominees listed below,
see the information set forth elsewhere in this Proxy Statement under the
heading "Management - Directors."
TERMS EXPIRING IN 2001: David P. Allred, Earl H. Bergen, Robert C.
Coleman, Wayne Q. Justesen, Jr., James A. Lollis, Donna W. Robinson and
William G. Stevens
TERM EXPIRING IN 1999: William F. Steadman
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In accordance with the Bylaws of the Company, those eight nominees
receiving the greatest number of votes cast (although not necessarily a majority
of the votes cast) at the Annual Meeting will be elected to the Board of
Directors. Accordingly, directions to withhold authority, abstentions and broker
non-votes will have no effect on the outcome of the vote. Cumulative voting in
the election of directors is not permitted by the Company's Articles of
Incorporation.
The persons named in the accompanying proxy have been designated by the
Board of Directors, and unless authority is specifically withheld, they intend
to vote for the election of the eight nominees listed above. A shareholder
executing the enclosed proxy may vote for any or all of the nominees or may
withhold such vote from any or all nominees. In each case where the shareholder
has appropriately specified how the proxy is to be voted, it will be voted in
accordance with such shareholder's specifications. Although it is not
contemplated that any of the nominees will become unable to serve prior to the
Annual Meeting, the persons named on the enclosed proxy will have the authority
to vote for the election of other persons in accordance with their best
judgement.
THE PERSONS NAMED IN THE FORM OF PROXY WILL VOTE THE PROXY AS
SPECIFIED. IF NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED "FOR" THE
ELECTION OF THE NOMINEES LISTED ABOVE.
PROPOSAL TWO
1997 STOCK INCENTIVE PLAN PROPOSAL
GENERAL
The Board of Directors approved the adoption of the Community Capital
Corporation 1997 Stock Incentive Plan (the "Stock Plan") effective as of January
27, 1998, subject to the ratification of such approval by the shareholders at
the Annual Meeting. The following discussion of the Stock Plan is qualified in
its entirety by reference to the Stock Plan. The Company will provide promptly,
upon request and without charge, a copy of the full text of the Stock Plan to
each shareholder to whom a copy of this Proxy Statement is delivered. Requests
should be directed to Mr. James H. Stark, Chief Financial Officer, Community
Capital Corporation, 302-A Montague Avenue, Greenwood, South Carolina 29649
(864) 941-8200.
Approval by the affirmative vote of the holders of a majority of the
shares of Common Stock present in person or represented by proxy at the Annual
Meeting and entitled to vote is required to ratify the approval of the Stock
Plan. Accordingly, abstentions and broker non-votes will have the same effect as
a vote against such proposal.
PURPOSE
The Stock Plan is intended to provide the Company with maximum
flexibility to meet the evolving needs of the Company and its subsidiaries over
the next ten years in providing stock-based incentives and rewards to officers,
directors and employees of the Company and its subsidiaries, and to consultants
and advisors to the Company and its subsidiaries, who are and have been in a
position to contribute materially to improving the Company's profits. The
enhanced employment incentives available through the Stock Plan are expected to
promote the interests of the Company and its shareholders by strengthening the
Company's ability to attract and retain key officers and employees. Through the
operation of the Stock Plan, such present and
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future officers and employees may be encouraged to acquire, or to increase their
acquisition of, Common Stock, thus maintaining their personal and proprietary
interests in the Company's continued success and progress.
ADMINISTRATION
The Board of Directors will oversee and carry out the provisions of the
Stock Plan, and may establish one or more committees (individually, a
"Committee") to assume such duties and any other duties as are contemplated for
any such Committee under the terms of the Stock Plan. When and if established by
the Board of Directors, the Committee will be responsible to the Board for the
operation of the Stock Plan and will make recommendations to the Board with
respect to participation in the Stock Plan by officers, directors and employees
of, and consultants and advisors to, the Company and its subsidiaries, and with
respect to the extent of that participation. (All further references to the
Committee contained in this description of the Stock Plan should be deemed to be
references to the Board of Directors to the extent that a Committee has not been
established by the Board.) The interpretation and construction by the Committee
of any provisions of the Stock Plan or of any award granted under it will be
final. All awards made under the Stock Plan will be evidenced by written
agreements between the Company and the participant.
OPERATION
The Stock Plan provides for the grant of incentive stock options
("ISOs"), nonqualified stock options ("NSOs"), stock appreciation rights
("SARs") and restricted stock awards ("Restricted Stock"). The Stock Plan will
be effective for a term of ten years after the effective date of its adoption by
the Board. A maximum of 2,000,000 shares of Common Stock may be issued pursuant
to awards granted under the Stock Plan, and the Board of Directors has reserved
2,000,000 shares for this purpose. The number of shares reserved for issuance
under the Stock Plan will be adjusted in the event of an adjustment in the
capital stock structure of the Company affecting the Common Stock (in connection
with a merger, consolidation, recapitalization, reclassification, combination,
stock dividend, stock split or similar event), and the Committee is authorized
to adjust the terms of awards under the Stock Plan in the event of a change in
the capital stock in order to prevent dilution or enlargement of awards under
the Stock Plan. The Company intends to register the shares of Common Stock
reserved under the Stock Plan under the Securities Act of 1933.
All obligations of the Company under the Stock Plan and under any award
granted under the Stock Plan will be binding upon any successor to the Company,
whether the existence of such successor is the result of a direct or indirect
purchase of all or substantially all of the business or assets of the Company,
or a merger, consolidation or otherwise. Unless otherwise specifically
prohibited by the terms of any award or under any applicable laws, rules or
regulations, upon the occurrence of a change in control of the Company, each
then outstanding option and SAR that is not otherwise exercisable will become
immediately and fully exercisable, and any restrictions imposed on Restricted
Stock will lapse. Under the Stock Plan, events constituting a change in control
include the acquisition by any third party or group of 35 percent or more of the
outstanding Common Stock; the change over a two-year period of the makeup of a
majority of the members of the Board of Directors; a tender offer to acquire
control of the outstanding Common Stock; and shareholder approval of the
liquidation of the Company, the sale of substantially all of its assets, or the
merger, consolidation or reorganization of the Company where the voting
securities of the Company prior to such event do not continue to constitute at
least 65 percent of the voting securities of the surviving entity.
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ELIGIBILITY
Each officer, director and employee of the Company or any of its
subsidiaries is eligible to participate in the Stock Plan, and awards under the
Stock Plan may also be granted from time to time to persons serving as
consultants or advisors to the Company or any of its subsidiaries. The Committee
will select the individuals who will participate in the Stock Plan, and members
of the Committee will not be restricted under the terms of the Stock Plan from
participating in the Stock Plan while serving as members of the Committee. On
the date of this Proxy Statement, 21 directors of the Company, 38 additional
directors of the Company's wholly-owned subsidiary banks, and approximately 122
employees of the Company and its subsidiaries were eligible to participate in
the Stock Plan. Awards that are granted at the same or at different times under
the Stock Plan are not required to contain similar provisions.
No awards may be granted under the Stock Plan after January 27, 2008.
The Board of Directors may terminate the Stock Plan sooner without further
action by the shareholders. The Board also may amend the Stock Plan without
shareholder approval, except that no amendment that increases the number of
shares of Common Stock that may be issued under the Stock Plan or that changes
the class of individuals who may be selected to participate in the Stock Plan
will become effective until it is approved by the shareholders.
STOCK OPTIONS
The Stock Plan permits the granting of non-transferable ISOs that
qualify as incentive stock options under Section 422A(b) of the Internal Revenue
Code and non-transferable NSOs that do not so qualify. The option exercise price
of each option will be determined by the Committee in its sole discretion, but
may not be less than the fair market value of the Common Stock on the date the
option is granted in the case of ISOs, and may not be less than 50 percent of
such fair market value in the case of NSOs. On April 13, 1998, the reported last
sale price of the Common Stock on the American Stock Exchange was $18.00 per
share.
The term of each option will be fixed by the Committee, but may not
exceed ten years from the date of grant. The Committee will determine at what
time or times each option may be exercised. Options may be made exercisable in
installments, and the exercisability of options may be accelerated by the
Committee. The exercise price of options granted under the Stock Plan must be
paid in cash or by delivery of shares of Common Stock, or a combination of cash
and shares.
Except as otherwise provided below, upon termination of a participant's
employment, an option will terminate upon the earliest to occur of the full
exercise of the option, the expiration of the option by its terms, and the date
three months following the date of employment termination. Should termination of
employment (a) result from the death or permanent and total disability of a
participant, such three-month termination period shall extend to one year, or
(b) be for cause, the option will terminate on the date of employment
termination. The employment of a consultant or advisor will be deemed terminated
upon the Company's notice to the participant that the Company will no longer
transact business with the consultant or advisor.
To qualify as ISOs, options must currently meet additional federal tax
requirements, including limits on the value of shares subject to ISOs first
exercisable annually to any participant, and a shorter exercise period and
higher minimum exercise price in the case of certain large shareholders. To the
extent these special requirements are changed or eliminated, the Stock Plan will
be amended accordingly.
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STOCK APPRECIATION RIGHTS
The Committee may also grant non-transferrable rights, alone or in
conjunction with options, entitling the holder upon exercise to receive an
amount in any combination of cash or shares of Common Stock (in the sole
discretion of the Committee) equal to the increase since the date of grant in
the fair market value of the shares covered by such SAR over the SAR price for
such shares. The SAR price will be established at the date of grant of the SAR
and will be determined by the Committee in its sole discretion, except that the
SAR price may not be less than the fair market value of the Common Stock on the
date the SAR is granted in the case of an SAR issued in tandem with an ISO, and
may not be less than 50 percent of such fair market value in the case of all
other SARs. The restrictions applicable to the exercise of SARs under the Stock
Plan in the context of termination of employment with the Company are the same
as those restrictions applicable to the exercise of stock options under the
Stock Plan as discussed above.
RESTRICTED STOCK AWARDS
The Committee may also award shares of Common Stock subject to such
conditions and restrictions, if any, as the Committee may determine. The
purchase price, if any, of shares of Restricted Stock shall be determined by the
Committee. Recipients of Restricted Stock may be required to enter into a
Restricted Stock award agreement with the Company in such form as the Committee
may determine, setting forth the restrictions to which the shares are subject
and the date or dates on which the restrictions will lapse. The Committee may at
any time waive such restrictions or accelerate such dates. Shares of Restricted
Stock will be non-transferable. If a participant who holds shares of Restricted
Stock terminates employment for any reason (including death) prior to the lapse
or waiver of any restrictions, then the shares shall be forfeited to the Company
for no payment. Prior to the lapse of any restrictions on shares of Restricted
Stock, the participant will have all rights of a shareholder with respect to the
shares, including voting and dividend rights, subject only to the conditions and
restrictions generally applicable to Restricted Stock or specifically set forth
in any Restricted Stock award agreement.
CURRENT AWARDS
The number and value of awards that may be granted under the Stock Plan
in the future to officers, directors and employees of, and consultants and
advisors to, the Company or any of its subsidiaries cannot currently be
determined and will be within the discretion of the Committee. As of the date of
this Proxy Statement, no awards have been approved under the Stock Plan to any
eligible participants.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion is intended only as a brief summary of the
federal income tax rules currently in effect that are generally relevant to
stock incentive awards. The laws governing the tax aspects of awards are highly
technical and such laws are subject to change.
INCENTIVE STOCK OPTIONS: For regular income tax purposes, no taxable
income is realized by the optionee upon the grant or exercise of an ISO. As long
as no disposition of shares issued upon exercise of the ISO is made by the
optionee within two years from the date of grant or within one year after the
transfer of such shares to the optionee, then (a) upon sale of such shares, any
amount realized in excess of the option price will be taxed to the optionee as a
long-term capital gain, and any loss sustained will be a long-term capital loss,
and (b) no deductions will be allowed to the Company for federal income tax
purposes. However, the exercise of an ISO will give rise to an item of tax
preference that may result in alternative minimum tax liability for the
optionee.
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If shares acquired upon the exercise of an ISO are disposed of prior to
the expiration of the holding periods described above (a "disqualifying
disposition"), generally (a) the optionee will realize ordinary income in the
year of disposition in an amount equal to the excess (if any) of the fair market
value of the shares at exercise (or, if less, the amount realized on a sale of
such shares) over the option price thereof, and (b) the Company will be entitled
to deduct such amount. Any further gain realized will be taxed as short-term or
long-term capital gain and will not result in any deduction by the Company.
Special rules apply when all or a portion of the exercise price of the ISO is
paid by tendering shares of Common Stock, and special rules may also apply where
the optionee is subject to Section 16(b) of the Securities Exchange Act of 1934
(the "1934 Act"). A disqualifying disposition will eliminate the item of tax
preference associated with the exercise of the ISO if it occurs in the same
taxable year as the exercise of the ISO.
NONQUALIFIED STOCK OPTIONS: No income is realized by the optionee at
the time an NSO is granted. Generally, (a) at exercise, ordinary income is
realized by the optionee in an amount equal to the difference between the option
price and the fair market value of the shares on the date of exercise, and the
Company receives a tax deduction for the same amount, and (b) at disposition,
appreciation or depreciation after the date of the exercise is treated as either
short-term or long-term capital gain or loss, depending on how long the shares
have been held. Special rules could apply in some situations if the optionee is
subject to Section 16(b) of the 1934 Act.
STOCK APPRECIATION RIGHTS: No income will be realized by a participant
in connection with the grant of an SAR. When the SAR is exercised, or when a
participant receives payment in cancellation of an SAR, the participant will
generally be required to include as taxable ordinary income in the year of such
exercise or payment an amount equal to the amount of cash received and the fair
market value of any stock received. the Company will generally be entitled at
the same time to a deduction for federal income tax purposes equal to the amount
includable as ordinary income by such participant.
RESTRICTED STOCK AWARDS: The recipient of Restricted Stock generally
will realize ordinary income equal to the fair market value of the stock at the
time the stock is no longer subject to forfeiture, minus any amount paid for
such stock, and the Company will receive a corresponding deduction. However,
unless prohibited by any award agreement, a recipient may elect under Section
83(b) of the Code to realize ordinary income on the date of issuance equal to
the fair market value of the shares of Restricted Stock at that time (measured
as if the shares were unrestricted and could be sold immediately), minus any
amount paid for such stock. If the shares are forfeited, the recipient will not
be entitled to any deduction, refund or loss for tax purposes with respect to
the forfeited shares. Upon sale of the shares after the forfeiture period has
expired, the holding period to determine whether the recipient has long-term or
short-term capital gain or loss begins when the restriction period expires (or
upon earlier issuance of the shares, if the recipient elected immediate
recognition of income under Section 83(b) of the Code). If Restricted Stock is
received in connection with another award under the Stock Plan, the income and
the deduction, if any, associated with such award may be deferred in accordance
with the rules described above for Restricted Stock.
The foregoing discussion is provided for the information of
shareholders and is not a complete description of the federal tax consequences
in respect of transactions under the Stock Plan, nor does it describe state or
local tax consequences.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL. THE
PERSONS NAMED IN THE FORM OF PROXY WILL VOTE THE PROXY AS SPECIFIED. IF NO
SPECIFICATION IS MADE, THE PROXY WILL BE VOTED "FOR" THE RATIFICATION OF THE
COMPANY'S 1997 STOCK INCENTIVE PLAN.
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PROPOSAL THREE
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors, upon recommendation of the Audit Committee, has
reappointed the firm of Tourville, Simpson & Henderson, Certified Public
Accountants, as independent auditors to make an examination of the accounts of
the Company for the fiscal year ending December 31, 1998, subject to shareholder
ratification. If the shareholders do not ratify this appointment, other
certified public accountants will be considered by the Board of Directors upon
recommendation of the Audit Committee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL. THE
PERSONS NAMED IN THE FORM OF PROXY WILL VOTE THE PROXY AS SPECIFIED. IF NO
SPECIFICATION IS MADE, THE PROXY WILL BE VOTED "FOR" THE RATIFICATION OF THE
COMPANY'S INDEPENDENT AUDITORS.
A representative of Tourville, Simpson & Henderson is expected to be in
attendance at the Annual Meeting and will have the opportunity to make a
statement and be available to respond to appropriate questions.
OTHER BUSINESS
The Board of Directors of the Company knows of no other matter to come
before the Annual Meeting. However, if any matter requiring a vote of the
shareholders should arise, it is the intention of the persons named in the
enclosed proxy to vote such proxy in accordance with their best judgement.
PROPOSALS FOR 1999 ANNUAL MEETING
Shareholder proposals intended to be presented at the 1999 Annual
Meeting of Shareholders must be received by the Company by December 30, 1998 for
possible inclusion in the proxy material relating to such meeting.
MANAGEMENT
DIRECTORS
Set forth below is the age and certain biographical information with
respect to each of the eight nominees for election as directors at the
forthcoming Annual Meeting and with respect to each of the directors whose terms
will continue beyond the Annual Meeting. All of the current directors except
Earl H. Bergen, James M. Horton, Clinton C. Lemon, Jr., James A. Lollis, Thomas
C. Lynch, Jr., Marshall L. Martin, Jr., Donna W. Robinson, George D. Rodgers,
Thomas E. Skelton, Jr. and William F. Steadman, have served as directors of the
Company since its inception.
NOMINEE FOR DIRECTOR WHOSE TERM EXPIRES IN 1999:
WILLIAM F. STEADMAN, 43, has served as President and Chief Executive
Officer of the Newberry Bank since July 1997. Between November 1996 and June
1997, he was employed by the Company primarily to assist in matters relating to
the organization of the Newberry Bank. From January 1996 to October 1996, he
served as Vice President of The Bankers Bank of Atlanta, Georgia. Mr. Steadman
was with Davidson Savings
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Bank in Lexington, North Carolina from 1985 to December 1995 where he served as
President from 1991 to December 1995. Mr. Steadman has served as a director of
the Company since July 1997 and is a director of the Newberry Bank.
NOMINEES FOR DIRECTORS WHOSE TERMS EXPIRE IN 2001:
DAVID P. ALLRED, 59, is a medical doctor who has been in private
practice in Saluda, North Carolina since April 1994 and was in private practice
in Beaufort, South Carolina from July 1990 to December 1993. From September 1988
to July 1990, he was employed by the Medical University of South Carolina, From
August 1971 through August 1988, he was in private medical practice in
Greenwood, South Carolina.
EARL H. BERGEN, 77, has owned and has served as President of Bergen's
Factors, Inc. since 1988. From 1953 to 1987 Mr. Bergen was sole proprietor of
Bergen's Inc. retail stores. Mr. Bergen has served as a director of the Company
since July 1997 and is Chairman of the Board of the Newberry Bank.
ROBERT C. COLEMAN, 52, has owned and has served as President of Coleman
Realty Company since 1976.
WAYNE Q. JUSTESEN, JR., 52, has been employed by Greenwood Mills, Inc.
("GMI"), a textile manufacturer, since 1978 and has served as Secretary and
General Counsel of GMI since 1983.
JAMES A. LOLLIS, 53, has been employed as President and Chief Executive
Officer of The Bank of Belton, a wholly-owned subsidiary of the Company (the
"Belton Bank"), since March 1997. Between May 1996 and March 1997 he was
employed by the Company primarily to assist in matters relating to the
organization of the Belton Bank. Prior to that time, he served as Vice
President/Data Processing Manager of First Union Bancorporation, Anderson, South
Carolina and had been employed by such bank holding company since May 1990. Mr.
Lollis has served as a director of the Company since April 1997 and is a
director of the Belton Bank.
DONNA W. ROBINSON, 50, has been employed as President and Chief
Executive Officer of Clemson Bank & Trust, a wholly-owned subsidiary of the
Company (the "Clemson Bank"). Between September 1994 and June 1995, she was
employed by the Company primarily to assist in matters relating to the
organization of the Clemson Bank. Prior to September 1994, she served as Vice
President of Wachovia Bank of South Carolina and had been employed by such bank
or its predecessor banks since 1973. Ms. Robinson has served as a director of
the Company since June 1995 and is a director of the Clemson Bank.
WILLIAM G. STEVENS, 53, has served as President and Chief Executive
Officer of the Company since April 1988 and as Chief Executive Officer of
Greenwood Bank & Trust, a wholly-owned subsidiary of the Company (the "Greenwood
Bank"), since January 1989. He was employed by NCNB National Bank of South
Carolina (formerly Bankers Trust) for eighteen years prior to 1987.
CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 1999:
PATRICIA C. EDMONDS, 43, has served as the Executive Officer of the
Upper Savannah Council of Governments since March 1990 and served as its
Assistant Director from August 1984 to March 1989.
THOMAS C. LYNCH, JR., 62, served as a pharmacist and President of Lynch
Drug Company, a retail pharmacy in Clemson, South Carolina, from 1963 until its
sale to Eckerd Drug, Inc. in January 1997. Mr. Lynch has served as a director of
the Company since 1995 and is Chairman of the Board of the Clemson Bank.
9
<PAGE>
MARSHALL L. MARTIN, JR., 43, has been employed as President and Chief
Executive Officer of Bank of Barnwell County, a wholly-owned subsidiary of the
Company (the "Barnwell Bank"), since February 1997. Between October 1996 and
February 1997, he was employed by the Company primarily to assist in matters
relating to the organization of the Barnwell Bank. Prior to that time, he served
as Vice President of NationsBank, N.A. and had been employed by such bank or its
predecessor banks since 1977. Mr. Martin has served as a director of the Company
since March 1997 and is a director of the Barnwell Bank.
H. EDWARD MUNNERLYN, 54, has served as President and owner of Munnerlyn
Company, a corporate apparel and uniforms company, since January 1989. Prior to
1989 has was employed by GMI for twenty years and was Executive Vice President
when he left GMI in 1988.
JOSEPH H. PATRICK, JR., 54, has served as President of Southern
Resources, LLP since January 1996. From 1984 to January 1996, he served as
President and co-owner of Southern Brick Company.
LEX D. WALTERS, 59, has served as President of Piedmont Technical
College since 1968.
CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 2000:
JOHN W. DRUMMOND, 78, has owned and operated Drummond Oil Company since
1960 and has served as a member of the South Carolina Senate since 1964.
JAMES M. HORTON, 52, has served as President of Saluda Quick Stop,
Inc., in Williamston, South Carolina, since 1972. Mr. Horton has served as a
director of the Company since April 1997 and is Chairman of the Board of the
Belton Bank.
CLINTON C. LEMON, JR., 53, has served as Chairman and Chief Executive
Officer of Southern Bulk Haulers, Inc. since 1989, and Chairman and Chief
Executive Officer of Southern Tank Transport in Harleyville, South Carolina
since 1994. Mr. Lemon has served as a director of the Company since March 1997
and is Chairman of the Board of the Barnwell Bank.
GEORGE B. PARK, 47, has served as President and Chief Executive Officer
of Otis S. Twilley Seed Company, Inc., a mail order seed company, since August
1993 and as President and owner of GeoSeed, a seed distribution company, since
August 1993. Mr. Park has also served as Managing Director of K. Sahin Zaden,
B.V., a flower seed breeding and production company. Prior to 1989, he was
co-owner, Vice President and Corporate Secretary of George W. Park Seed Company.
GEORGE D. RODGERS, 54, has been the owner of Palmetto Insurance
Associates, LLC and its predecessor in Clemson, South Carolina since 1985. Mr.
Rodgers has served as a director of the Company since June 1995.
CHARLES J. ROGERS, 65, has served as Chairman of the Board of Directors
of the Company since January 1989. He has served as President of The
Organizational Paths Company, a consulting firm for organizational strategies,
since July 1993. Mr. Rogers served as team leader of the Greenwood Plant of the
Monsanto Chemical Company from 1982 until June 1993. Mr. Rogers is Chairman of
the Board of the Greenwood Bank.
THOMAS E. SKELTON, JR., 67, served as Professor of Entomology at
Clemson University from 1969 until his retirement on June 30, 1997. He served as
the head of the Clemson University Entomology Department from June 1992 through
June 1995 and as Interim Dean of the College of Agriculture, Forestry and Life
Sciences from July 1995 through August 1996. Dr. Skelton is General Partner, SVT
Properties and co-owner of Skelton
10
<PAGE>
Properties, both of which are real estate investment companies. He is also
General Partner of Monarch Partners and Secretary of GT Marketing, Inc. Dr.
Skelton has served as a director of the Company since June 1995.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company had a total of eight regular
meetings during 1997. No director attended fewer that 75 percent of the total of
such Board meetings and the meetings of the committees upon which the director
served.
The Board of Directors has established an Audit Committee which
currently consists of Messrs. Munnerlyn, Rogers and Stevens. This Committee
recommends to the Board of Directors the engagement of the independent auditors
for the Company, determines the scope of the auditing of the books and accounts
of the Company, reviews the reports submitted by the auditors, examines
procedures employed in connection with the Company's internal control structure,
undertakes certain other activities related to the fiscal affairs of the Company
and makes recommendations to the Board of Directors as may be appropriate. This
Committee met two times during 1997.
The Board of Directors has not established a separate committee to
perform the functions traditionally associated with a nominating committee. Such
functions are currently performed by the Board of Directors acting as a whole.
The Board of Directors will consider nominees recommended by the shareholders,
provided the nomination is made in writing, provides pertinent information
concerning the nominee's background and experience, and is received by the
Secretary of the Company no later than thirty days prior to the Annual Meeting,
unless the Company notifies the shareholders otherwise.
EXECUTIVE OFFICERS
The following individuals constitute the executive officers of the
Company:
<TABLE>
<CAPTION>
NAME AGE OFFICES HELD
<S> <C> <C>
William G. Stevens 53 President and Chief Executive Officer of the Company and Chief
Executive Officer of the Greenwood Bank. Mr. Stevens has held such
positions with the Company and the Greenwood Bank for over five
years.
James H. Stark 63 Chief Financial Officer, Executive Vice President, and Secretary of the
Company and Senior Vice President, Cashier and Secretary of the
Greenwood Bank. Mr. Stark has held such positions with the Company
and the Greenwood Bank for over five years.
</TABLE>
MANAGEMENT COMPENSATION
COMPENSATION OF OFFICERS
The following table summarizes the compensation earned by the Company's
President and Chief Executive Officer for all serves provided to the Company and
the Greenwood Bank during 1997 and during each of the two prior fiscal years. No
other executive officer of the Company or any subsidiary bank earned
11
<PAGE>
compensation in excess of $100,000 for services provided to the Company or any
subsidiary bank in any of the three fiscal years reflected below.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
--------------------- --------------------
SHARES OF COMMON STOCK ALL OTHER
NAME AND PRINCIPAL POSITIONS YEAR SALARY BONUS UNDERLYING OPTIONS COMPENSATION
- ------------------------------------ ---- ------- ----- -------------------- ------------
<S> <C> <C> <C> <C> <C>
William G. Stevens 1997 $159,643 $21,114 -0- $7,337
PRESIDENT AND CHIEF EXECUTIVE
OFFICER OF THE COMPANY AND CHIEF 1996 130,798 26,801 2,500 3,330
EXECUTIVE OFFICER OF THE
GREENWOOD BANK 1995 115,162 12,622 -0- 4,239
</TABLE>
Amounts included under the heading "salary" for 1997, 1996 and 1995
include aggregate director compensation of $9,515, $6,138, and $6,420,
respectively. Amounts included under the heading "All Other Compensation" for
1997 include (i) $896 of premiums for life insurance provided by the Company for
the benefit of Mr. Stevens, and (ii) $6,445 in Company contributions to the
Company's 401(k) plan for the account of Mr. Stevens. The share amount under the
heading "Long-Term Compensation Awards" has been adjusted to reflect the impact
of stock dividends in 1995, 1996, and 1997.
FISCAL YEAR-END OPTION VALUES
The following table sets forth certain information with respect to the
unexercised Common Stock purchase options held at December 31, 1997 by the
Company's Chief Executive Officer. No options were exercised by the Chief
Executive Officer in 1997.
<TABLE>
<CAPTION>
DECEMBER 31, 1997 OPTION VALUE
VALUE OF UNEXERCISED LE
NUMBER OF SECURITIES UNDERLYING IN-THE-MONEY OPTIONS LE
UNEXERCISED OPTIONS AT 12/31/97 AT 12/31/97
-------------------------------- ------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
William G. Stevens 44,578 -0- $274,166 -0-
</TABLE>
The value amount in the table has been calculated on the basis of the
$15.00 per share closing price of the Common Stock on December 31, 1997 as
reported on the American Stock Exchange. The average exercise price of Mr.
Stevens' options at December 31, 1997 was $8.85 per share of Common Stock, which
exercise price represents an adjustment from original $10.00 per share exercise
price for 42,078 shares as a consequence of Common Stock dividends paid since
the grant of the applicable options, and $12.38 per share exercise price for
2,500 shares.
12
<PAGE>
COMPENSATION OF DIRECTORS
Directors of the Company each receive $100 per month for their services
as directors, plus a fee of $50 for attending each regular and special board or
committee meeting. All directors of the Company are also reimbursed by the
Company for all out-of-pocket expenses reasonably incurred by them in the
discharge of their duties as directors, including out-of-pocket expenses
incurred in attending meetings of the Board of Directors and its committees.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT
Each of the Greenwood Bank, the Clemson Bank, the Barnwell Bank, the
Belton Bank, and the Newberry Bank, in the ordinary course of its business,
makes loans to and has other transactions with directors, officers of the
Company and their associates ("Affiliated Persons"). All loans, other extensions
of credit and other transactions between Affiliated Persons and any of the
Greenwood Bank, the Clemson Bank, the Barnwell Bank, the Belton Bank, the
Newberry Bank or the Company are made on substantially the same terms, including
rates and collateral, as those prevailing at the time for comparable
transactions with unaffiliated third parties and do not involve more than the
normal risk of collectibility or present other unfavorable features. The
Greenwood Bank, the Clemson Bank, the Barnwell Bank, the Belton Bank, and the
Newberry Bank expect to continue to enter into transactions in the ordinary
course of business on similar terms with such Affiliated Persons. The aggregate
dollar amounts of such loans outstanding to Affiliated Persons of the Greenwood
Bank, the Clemson Bank, the Barnwell Bank, the Belton Bank and the Newberry Bank
were approximately $4,223,771, $2,243,892, $5,866,633, $320,601 and $718,107,
respectively, at December 31, 1997.
LEASES OF BANK BRANCHES
The Greenwood Bank operates a branch location of approximately 2,400
square feet on Laurel Avenue in Greenwood, South Carolina. The land and building
housing this branch are leased by the Greenwood Bank from Robert C. Coleman, a
director of the Company and the Greenwood Bank. The lease expires on July 31,
2006. Annual lease payments by the Greenwood Bank under this lease were $42,000,
$40,290 and $6,620 in each of the fiscal years ended December 31, 1997, 1996 and
1995, respectively. The Greenwood Bank is responsible for all taxes, fees,
utilities, maintenance and insurance costs relating to the leased premises. The
Company believes that the terms of the Greenwood Bank's lease with Mr. Coleman
are no more or less favorable to the Greenwood Bank than those that would be
obtainable through arm's length negotiations with unrelated third parties for
similar property.
The Greenwood Bank's branch in Ninety Six, South Carolina is located on
approximately two-thirds of an acre of land which the Company leases from John
W. Drummond, a director of the Company and the Greenwood Bank. The Greenwood
Bank owns an approximately 715 square foot building located on such leased land.
The Company subleases the land to the Greenwood Bank. Annual lease payments by
the Company to Mr. Drummond under this lease were $8,200, $6,500 and $5,200 in
each of the fiscal years ended December 31, 1997, 1996 and 1995, respectively.
The Greenwood Bank is responsible for all taxes, fees, utilities, maintenance
and insurance costs relating to the leased premises. The Company believes that
the terms of its lease with Mr. Drummond are no more or less favorable to the
Company than those that would be obtainable through arm's length negotiations
with unrelated third parties for similar property. Substantially all of the
assets of the Ninety Six branch, including the Company's leasehold interest, are
expected to be sold or otherwise transferred to The Palmetto Bank in the second
quarter of 1998.
13
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information known to the Company
regarding the beneficial ownership of the Common Stock of the Company as of the
Record Date. Information is presented for (i) each director and executive
officer of the Company, individually, and (ii) all directors and executive
officers of the Company, as a group. As of the Record Date, other than as
reflected in the following table, the Company did not know of any shareholder
who was the beneficial owner of more than five percent of the Common Stock.
Except as otherwise specified in the notes to the following table, each of the
shareholders named in the table has indicated to the Company that such
shareholder has sole voting and investment power with respect to all shares of
Common Stock beneficially owned by that shareholder.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY
NAME OWNED (1) PERCENTAGE (1)
- --------------------------------------- ----------- --------------
<S> <C> <C> <C>
George B. Park........................................................ 69,904 (2) 2.37%
William G. Stevens.................................................... 57,185 (3) 1.93%
David P. Allred....................................................... 55,748 (4) 1.89%
Charles J. Rogers..................................................... 50,521 (5) 1.71%
Joseph H. Patrick, Jr................................................. 46,000 (6) 1.56%
John W. Drummond...................................................... 41,167 (7) 1.40%
Lex D. Walters........................................................ 41,027 (8) 1.40%
Wayne Q. Justesen, Jr................................................. 33,908 (9) 1.15%
William F. Steadman................................................... 33,182 (10) 1.13%
Thomas C. Lynch, Jr................................................... 26,018 (11) *
Donna W. Robinson..................................................... 23,689 (12) *
H. Edward Munnerlyn................................................... 23,110 (13) *
Clinton C. Lemon, Jr.................................................. 20,965 (14) *
James A. Lollis....................................................... 19,545 (15) *
Marshall L. Martin, Jr................................................ 19,545 (16) *
James H. Stark........................................................ 16,437 (17) *
Robert C. Coleman..................................................... 16,418 (18) *
Thomas E. Skelton, Jr................................................. 15,730 (19) *
Patricia C. Edmonds................................................... 14,921 (20) *
Earl H. Bergen........................................................ 9,195 (21) *
James M. Horton....................................................... 6,909 (22) *
George D. Rodgers..................................................... 6,897 (23) *
All directors and executive officers
as a group (22 persons)........................................... 648,021 22.01%
</TABLE>
14
<PAGE>
- --------------------------------------
* Amount represents less than 1.0%.
(1) Beneficial ownership is determined in accordance with the
rules and regulations of the Securities and Exchange
Commission and generally includes voting or investment power
with respect to securities. Shares of Common Stock issuable
upon the exercise of options currently exercisable, or
exercisable within 60 days, are deemed outstanding for
computing the percentage ownership of the person holding such
options, but are not deemed outstanding for computing the
percentage ownership of any other person. Percentage ownership
is based on 2,925,912 shares outstanding on the Record Date.
(2) Includes 26,809 shares issuable pursuant to currently
exercisable stock options.
(3) Includes 44,578 shares issuable pursuant to currently
exercisable stock options, 8,865 shares held by Mr. Steven's
wife, and 363 shares held by Mr. Steven's wife as custodian
for Mr. Steven's daughter.
(4) Includes 26,809 shares issuable pursuant to currently
exercisable stock options, and 4,630 held by Mr. Allred's
wife.
(5) Includes 20,731 shares issuable pursuant to currently
exercisable stock options, 100 shares held jointly with Mr.
Roger's wife, and an aggregate of 735 shares held by Mr.
Rogers for his grandchildren.
(6) Includes 17,693 shares issuable pursuant to currently
exercisable stock options, 12,458 shares held jointly with Mr.
Patrick's wife's estate, an aggregate of 240 shares held for
two of Mr. Patrick's sons, and 1,178 shares held as an IRA for
Mr. Patrick's wife's estate.
(7) Includes 20,731 shares issuable pursuant to currently
exercisable stock options.
(8) Includes 20,731 shares issuable pursuant to currently
exercisable stock options, and 463 shares held by Mr. Walter's
wife.
(9) Includes 17,693 shares issuable pursuant to currently
exercisable stock options, and 1,023 shares held by Mr.
Justesen as custodian for two of Mr. Justesen's sons.
(10) Includes 15,000 shares issuable pursuant to currently
exercisable stock options.
(11) Includes 2,500 shares issuable pursuant to currently
exercisable stock options, and 22,452 shares held jointly with
Mr. Lynch's wife.
(12) Includes 19,037 shares issuable pursuant to currently
exercisable stock options, and 22 shares held by Ms. Robinson
for her granddaughter.
(13) Includes 17,693 shares issuable pursuant to currently
exercisable stock options, 32 shares held by Mr. Munnerlyn's
wife, and 32 shares held by Mr. Munnerlyn's son.
(14) Includes 1,214 shares held in the C. Calhoun Lemon, Sr. 1972
Trust, and 1,821 shares held in the C. Calhoun Lemon, Sr.
Trust A.
(15) Includes 15,000 shares issuable pursuant to currently
exercisable stock options.
(16) Includes 15,000 shares issuable pursuant to currently
exercisable stock options.
(17) Includes 14,192 shares issuable pursuant to currently
exercisable stock options, 606 shares held in an IRA for Mr.
Stark, and 1,643 shares held jointly with Mr. Stark's wife.
(18) Includes 10,095 shares issuable pursuant to currently
exercisable stock options, and 4,428 shares held jointly with
Mr. Coleman's children.
(19) Includes 2,500 shares issuable pursuant to currently
exercisable stock options, and 2,205 shares held jointly with
Mr. Skelton's wife.
(20) Includes 8,576 shares issuable pursuant to currently
exercisable stock options.
(21) Includes 5,243 shares held jointly with Mr. Bergen's wife.
(22) Includes 1,000 shares held by Mr. Horton's son.
(23) Includes 2,500 shares issuable pursuant to currently
exercisable stock options, and 183 shares in an IRA for Mr.
Rodger's wife.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act requires the Company's directors and
executive officers to file reports of holdings and transactions in the Company's
securities with the Securities and Exchange Commission. On the basis of Company
records and other information, the Company believes that all filing requirements
under Section 16(a) of the 1934 Act applicable to its officers and directors
with respect to the Company's fiscal year ended December 31, 1997 were complied
with.
15
<PAGE>
ANNUAL REPORT
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1997, WHICH IS REQUIRED TO BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, WILL BE MADE AVAILABLE TO SHAREHOLDERS TO WHOM THIS PROXY
STATEMENT IS MAILED, WITHOUT CHARGE, UPON WRITTEN REQUEST TO MR. JAMES H. STARK,
CHIEF FINANCIAL OFFICER, 302-A MONTAGUE AVENUE, GREENWOOD, SOUTH CAROLINA 29649.
By Order of the Board of Directors,
William G. Stevens
President and Chief Executive Officer
Charles J. Rogers
Chairman of the Board
Greenwood, South Carolina
April 16, 1998
16
<PAGE>
- -------------------------------------------------------------------------------
APPENDIX
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
PLEASE MARK VOTES REVOCABLE PROXY
[X] AS IN THIS EXAMPLE COMMUNITY CAPITAL CORPORATION WITH- FOR ALL
FOR HOLD EXCEPT
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, MAY 27, 1998 AT THE INN ON THE SQUARE, 104 COURT
STREET, GREENWOOD, SOUTH CAROLINA AT 11:30 A.M. LOCAL TIME. 1. Election of Directors: [ ] [ ] [ ]
The undersigned hereby appoints William G. Stevens and James H. Stark, or any of
them acting in the absence of the other, as attorneys and proxies of the Three-year terms: One-year term:
undersigned, with full power of substitution, to vote all of the shares of the
common stock of Community Capital Corporation, South Carolina corporation, held David P. Allred * William F. Steadman
or owned by the undersigned or standing in the name of the undersigned at the * Earl H. Bergen
1998 Annual Meeting of Shareholders of the Company and any adjournment thereof, Robert C. Coleman
and the undersigned hereby instructs said attorneys to vote as follows: Wayne Q. Justesen, Jr.
James A. Lollis
Donna W. Robinson
William G. Stevens
* The names listed with an asterisk (*) are
directors appointed by the Board since the last
Annual Meeting and the Board is asking that you
vote to ratify their appointments and related
terms.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, MARK "FOR ALL EXCEPT" AND
WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED
BELOW.
--------------------------------------------------
2. The ratification of the appointment of
Tourville, Simpson & Henderson, Certified
Public Accountants, as Independent public
accountant for the Company for the fiscal year
ending December 31, 1998.
Please be sure to sign and date Date
this Proxy in the box below. FOR AGAINST ABSTAIN
- -------------------------------------------------------------------------------
[ ] [ ] [ ]
3. The approval of the adoption of the Company's
Shareholder sign above Co-holder (if any) sign above 1997 Stock Incentive Plan.
- -------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. In their discretion, upon any other business
which may properly come before the meeting or
any adjournment thereof.
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.
COMMUNITY CAPITAL CORPORATION
THE PROXIES WILL BE VOTED AS INSTRUCTED. IN THE ABSENCE OF SUCH
INSTRUCTIONS, THIS PR0XY WILL BE VOTED "FOR" EACH OF THE PROPOSALS LISTED ABOVE,
AND THE PROXIES HEREIN NAMED WILL VOTE ON OTHER MATTERS THAT MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF IN ACCORDANCE WITH THEIR JUDGMENT.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
</TABLE>
<PAGE>
COMMUNITY CAPITAL CORPORATION
1997 STOCK INCENTIVE PLAN
1. PURPOSES
1.1. The purposes of the Community Capital Corporation 1997 Stock
Incentive Plan are to (i) provide an incentive and reward to directors and
employees of the Company and any Parent or Subsidiary, and consultants and
advisors to the Company and any Parent or Subsidiary, who are and have been in a
position to contribute materially to improving the Company's profits, (ii) aid
in the growth of the Company, and (iii) encourage ownership of Shares by
directors and employees of the Company and any Parent or Subsidiary.
2. DEFINITIONS
2.1. For purposes of this Plan the following terms shall have the
definition which is attributed to them below, unless another definition is
clearly indicated by a particular usage and context.
(a) "Agreement" means the written document issued by the Committee
to a Participant whereby an Award is made to that Participant.
(b) "Award" means the issuance pursuant to this Plan of an Option,
an SAR or Restricted Stock.
(c) "Awarded Shares" means Shares subject to outstanding Awards.
(d) "Board" means the Company's Board of Directors.
(e) "Cause" means theft or destruction of property of the Company,
a Parent or Subsidiary, disregard of Company rules or policies, or
conduct evidencing willful or wanton disregard of the interest of the
Company. Such determination shall be made by the Committee based on
information presented by the Company and the Participant and shall be
final and binding on all parties to the Agreement.
(f) "Code" means the Internal Revenue Code of 1986, as amended.
(g) "Committee" means the Board, or if appointed by the Board
pursuant to Section 3.1, the Stock Incentive Plan Committee(s).
(h) "Company" means Community Capital Corporation, a corporation
incorporated under the laws of the state of South Carolina, and any
successor thereto.
(i) "Consultant" means any person or entity that provides services
to the Company, any Parent or Subsidiary as a consultant or advisor.
1
<PAGE>
(j) "Director" means any individual appointed or elected to the
Board or to the Board of Directors of any Parent or Subsidiary.
(k) "Effective Date of Grant" means the effective date on which
the Committee makes an Award.
(l) "Employee" means any individual who performs services as a
common law employee for the Company, a Parent or Subsidiary, and is
included on the regular payroll of the Company, a Parent or Subsidiary.
(m) "Fair Market Value" means the value established by the
Committee based upon such factors as the Committee in its sole discretion
shall decide including, but not limited to, a valuation prepared by an
independent third party appraiser selected or approved by the Committee.
If at any time the Shares are traded on an established trading system, it
means the last sale price reported on any stock exchange or over-the
counter trading system on which Shares are trading on a specified date
or, if not so trading, the average of the closing bid and asked prices
for a Share on a specified date. If no sale has been made on the
specified date, then prices on the last preceding day on which any such
sale shall have been made shall be used in determining fair market value
under either method prescribed in the previous sentence.
(n) "Incentive Stock Option" means any option granted under this
Plan which meets the requirements of Code ss.422A and any regulations or
rulings promulgated thereunder and is designated by the Committee as an
Incentive Stock Option.
(o) "Nonqualified Stock Option" means any Option granted under
this Plan which is not an Incentive Stock Option.
(p) "Option" means the right to purchase from the Company a stated
number of Shares at a specified price.
(q) "Option Price" means the purchase price per Share subject to
an Option and shall be fixed by the Committee.
(r) "Parent" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if, at the time of
the granting of the Award, each of the corporations (other than the
Company) owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such
chain within the meaning of Code ss.425(e) and any regulations or rulings
promulgated thereunder.
(s) "Participant" means a Director, an Employee or a Consultant
who has received an Award under this Plan.
2
<PAGE>
(t) "Permanent and Total Disability" shall have the same meaning
as given to that term by Code ss 22(e)(3) and any regulations or rulings
promulgated thereunder.
(u) "Plan" means this Community Capital Corporation 1997 Stock
Incentive Plan, as evidenced herein and as amended from time to time.
(v) "Restricted Stock" means Shares issued to the Participant
pursuant to Section 9 hereof which are subject to the restrictions of
this Plan and the Agreement.
(w) "Restriction Period" means a period commencing on the
Effective Date of Grant and ending on such date or upon the achievement
of such performance or other criteria as the Committee shall determine.
The Restriction Period may, in the sole discretion of the Committee, be
structured to provide for a release of restrictions in installments.
(x) "SAR" means stock appreciation rights issued to a Participant
pursuant to Section 8 hereof.
(y) "SAR Price" means the base value established by the Committee
for an SAR on the Effective Date of Grant used in determining the amount
of benefit, if any, paid to a Participant.
(z) "Share" means one share of the common stock of the Company.
(aa) "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company if, at the time of the granting
of the Award, each of the corporations (other than the last corporation)
in the unbroken chain owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain, within the meaning of Code ss. 425(f) and any
regulations or rulings promulgated thereunder.
(bb) "1933 Act" means the Securities Act of 1933, as amended.
(cc) "1934 Act" means the Securities Exchange Act of 1934, as
amended.
3. ADMINISTRATION
3.1. This Plan shall be administered by the Board, or at the Board's
election, by an existing or newly established Committee whose members are
appointed by the Board, or by more than one such Committee if desired and deemed
necessary by the Board in order to provide separate Committee authority for the
granting of Awards to separate categories of eligible Participants. Any such
Committee shall consist of not less than two members. The Board may from time to
time remove members from or add members to the Committee. Vacancies on the
Committee, howsoever caused, shall be filled by the Board.
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3.2. The action of a majority of the Committee at which a quorum is
present, or an action approved in writing by a majority of the Committee, shall
be the valid action of the Committee.
3.3. The Committee shall from time to time at its discretion designate
the Directors, Employees and Consultants who shall be Participants, determine
all the terms and conditions as set forth in Section 6.1 or otherwise, including
the type of Award to be made to each, the exercise period, expiration date and
other applicable time periods for each Award, the number of Shares subject to
each Award, with respect to each Option whether it is an Incentive Stock Option
or Nonqualified Stock Option and, if applicable, the Option Price or SAR Price
and the general terms of the Award.
3.4. The interpretation and construction by the Committee of any
provisions of this Plan or of any Option granted under it and all actions of the
Committee shall be final and binding on all parties hereto. No member of the
Board or the Committee shall be liable for any action or determination made in
good faith with respect to this Plan or any Award granted under it.
4. ELIGIBILITY
4.1. Each Participant shall be a Director, an Employee or a Consultant as
selected by the Committee in its sole discretion from time to time.
4.2. A Participant may hold more than one Award, but only on the terms
and subject to the restrictions set forth in this Plan.
5. SHARES SUBJECT TO AWARD
5.1. The securities subject to the Awards shall be Two Million
(2,000,000) Shares. Such number shall be adjusted as appropriate in order to
give effect to changes made in the number of outstanding Shares as a result of a
merger, consolidation, recapitalization, reclassification, combination, stock
dividend, stock split, or other relevant change.
5.2. In the event that any outstanding Award under this Plan expires or
is terminated for any reason, the Awarded Shares subject to that Award may again
be the subject of an Award under this Plan.
6. TERMS AND CONDITIONS
6.1. Awards granted pursuant to this Plan shall be authorized by the
Committee under terms and conditions approved by the Committee and shall be
evidenced by Agreements in such form as the Committee shall from time to time
approve, which Agreements shall contain or shall be subject to the following
terms and conditions, whether or not such terms and conditions are specifically
included therein:
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(a) Number of Shares. Each Award shall state the number of Shares
to which it pertains.
(b) Date. Each Award shall state the Effective Date of Grant.
(c) Price. With respect to each Award or portion thereof, which
requires payment of an Option Price, it shall state the Option Price.
With respect to an SAR, it shall state the SAR Price.
(d) Method and Time of Payment. With respect to an Award, or
portion thereof, which requires payment of an Option Price, the Option
Price shall be payable on the exercise of the Award and shall be paid in
(i) cash, (ii) Shares, including Shares acquired pursuant to this Plan,
or (iii) part in cash and part in Shares. Shares transferred in payment
of the Option Price shall be valued as of date of transfer based on their
Fair Market Value.
(e) Transfer of Option or Stock. No Award, Option, SAR, or
Restricted Stock (prior to the expiration of the Restriction Period)
shall be transferable by the Participant, except by will or the laws of
descent and distribution upon the Participant's death and subject to any
other limitations of this Plan. In addition to any other restriction
hereunder or otherwise provided in the Agreement with the Participant, no
Shares acquired pursuant to an Award of any type may be sold, transferred
or otherwise disposed of prior to the end of the six month period which
begins on the Effective Date of Grant of such Award.
(f) Recapitalization. The Committee shall make appropriate
adjustments in the number of Awarded Shares or in the Option Price or SAR
Price in order to give effect to changes made in the number of
outstanding Shares as a result of a merger, consolidation,
recapitalization, reclassification, combination, stock dividend, stock
split, or other relevant change.
(g) Investment Purpose.
(i) The Company shall not be obligated to sell or issue any
Shares pursuant to any Award unless such Shares are at that time
effectively registered or exempt from registration under the 1933
Act. The determination of whether a Share is exempt from
registration shall be made by the Company's legal counsel and its
determination shall be conclusive and binding on all parties to
the Agreement.
(ii) Notwithstanding anything in this Plan to the contrary,
each Award under this Plan shall be granted on the condition that
the purchases of Shares thereunder shall be for investment
purposes and not with a view for resale or distribution except
that in the event the Shares subject to such Award are registered
under the 1933 Act, or in the event of a resale of such Shares
without such registration that would otherwise be permissible,
such condition shall be inoperative if in the opinion of counsel
for the Company such condition is not required under the 1933 Act
or any other applicable law, regulation, or rule of any
governmental agency.
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(h) Other Provisions. Awards authorized under this Plan may
contain any other provisions or restrictions as the Committee in its sole
and absolute discretion shall deem advisable including, but not limited
to:
(i) Offering Options in tandem with or reduced by other
Options, SARs or other employee benefits and reducing one Award by
the exercise of another Option, SAR or benefit; or
(ii) Providing for the issuance to the Participant upon
exercise of an Option and payment of the exercise price thereof
with previously owned Shares, of an additional Award for the
number of shares so delivered, having such other terms and
conditions not inconsistent with this Plan as the Committee shall
determine.
(i) Duration of Award. Each Award shall be for a term of up to ten
years from the Effective Date of Grant as determined in the sole
discretion of the Committee. In the case of a grant of an Incentive Stock
Option to a person who owns more than 10% of the voting power of the
Company's voting stock on the Effective Date of Grant, such Incentive
Stock Option shall not be exercisable after the expiration of five (5)
years from its Effective Date of Grant.
6.2. The Company may place such legends on stock certificates
representing the Shares as the Company, in its sole discretion, deems necessary
or appropriate to reflect restrictions under this Plan, the Agreement, the Code,
the securities laws or otherwise.
6.3. Notwithstanding any provision herein to the contrary, employment
shall be at the pleasure of the Board, of its designees, of the Company, a
Parent or Subsidiary, as the case may be, at such compensation as the
appropriate board or designee shall determine. Nothing contained in this Plan or
in any Award granted pursuant to it shall confer upon any Participant any right
to continue in the employ of the Company, Parent or Subsidiary, as the case may
be, or to interfere in any way with the right of the Company, Parent or
Subsidiary to terminate employment at any time. So long as the Participant shall
continue to be a Director, an Employee or a Consultant, the Award shall not be
affected by any change of the Participant's duties or position except to the
extent the Agreement with the Participant provides otherwise.
6.4. Any person entitled to exercise an Option or an SAR may do so in
whole or in part by delivering to the Company at its principal office, attention
Corporate Secretary, a written notice of exercise. The written notice shall
specify the number of Shares for which an Option or SAR is being exercised.
(a) With respect to an Option, the notice shall be accompanied by
full payment of the Option Price for the Shares being purchased.
(b) During the Participant's lifetime, an Option or SAR may be
exercised only by the Participant, or on the Participant's behalf by the
Participant's legal guardian.
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7. INCENTIVE STOCK OPTIONS AND NONQUALIFIED STOCK OPTIONS
7.1. The Committee in its sole discretion may designate whether an Award
to an Employee is to be considered an Incentive Stock Option or a Nonqualified
Stock Option. AN AWARD TO A NON-EMPLOYEE DIRECTOR OR CONSULTANT MAY BE ONLY A
NONQUALIFIED STOCK OPTION. The Committee may grant both an Incentive Stock
Option and a Nonqualified Stock Option to the same Employee. However, where both
an Incentive Stock Option and a Nonqualified Stock Option are awarded at one
time, such Awards shall be deemed to have been awarded in separate grants, shall
be clearly identified, and in no event will the exercise of one such Award
affect the right to exercise the other such Award except to the extent the
Agreement with the Participant provides otherwise.
7.2. Any Award to an Employee designated by the Committee as an Incentive
Stock Option will be subject to the general provisions applicable to all Awards
granted under this Plan. In addition, the aggregate Fair Market Value of Shares
(determined at the Effective Date of Grant) with respect to which Incentive
Stock Options granted under all Incentive Stock Option Plans of the Company, a
Parent or Subsidiary, are exercisable by the Employee for the first time during
any calendar year shall not exceed $100,000.
7.3. The Option Price shall be established by the Committee in its sole
discretion. With respect to an Incentive Stock Option, the Option Price shall
not be less than 100% of the Fair Market Value of a Share on the Effective Date
of Grant, and in the case of a grant of an Incentive Stock Option to a person
who owns more than 10% of the voting power of the Company's voting stock on the
Effective Date of Grant, shall not be less than 110% of the Fair Market Value of
a Share on the Effective Date of Grant. With respect to a Nonqualified Stock
Option, the Option Price shall not be less than 50% of the Fair Market Value of
a Share on the Effective Date of Grant.
7.4. Any Award to an Employee will be considered to be a Nonqualified
Stock Option to the extent that any or all of the grant or the exercise of such
option is in conflict with Section 7.2, Section 7.3 or with any requirement for
Incentive Stock Options pursuant to Code ss.422A and the regulations issued
thereunder.
7.5. An Option may be terminated as follows:
(a) During the period of continuous employment with the Company,
Parent or Subsidiary, an Option will be terminated only if it has been
fully exercised or it has expired by its terms.
(b) In the event of termination of a Participant's employment with
the Company, the Option will terminate upon the earliest to occur of (i)
the full exercise of the Option (ii) the expiration of the Option by its
terms, and (iii) the date three months following the date of employment
termination; provided, however, should termination of employment (A)
result from the death or Permanent and Total Disability of the
Participant, such three-month period shall be one year or (B) be for
Cause, the Option will terminate on the date of employment
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termination. For purposes of this Plan, a leave of absence approved by
the Company shall not be deemed to be termination of employment except
with respect to an Incentive Stock Option as required to comply with Code
ss 422A and the regulations issued thereunder.
(c) Subject to the terms of the Agreement with the Participant, if
a Participant shall die or becomes subject to a Permanent and Total
Disability prior to the termination of employment with the Company,
Parent or Subsidiary and prior to the termination of an Option, such
Option may be exercised to the extent that the Participant shall have
been entitled to exercise it at the time of death or disability, as the
case may be, by the Participant, the estate of the Participant or the
person or persons to whom the Option may have been transferred by will or
by the laws of descent and distribution.
7.6. Except as otherwise expressly provided in the Agreement with the
Participant, in no event will the continuation of the term of an Option beyond
the date of termination of employment allow the Participant, or the
beneficiaries or heirs of the Participant, to accrue additional rights under
this Plan, or to purchase more Shares through the exercise of an Option than
could have been purchased on the day that employment was terminated.
7.7. A Participant shall have no rights as a stockholder with respect to
any Shares subject to an Option until the date of the issuance of a stock
certificate to such Participant for such Shares. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date such stock certificate is issued, except as provided in Section
6.1.(f).
7.8. The continuous employment of a Consultant will be deemed terminated
for purposes of this Plan upon receipt of written notice from the Company to the
effect that the Company will no longer transact business with the Consultant.
8. STOCK APPRECIATION RIGHTS
8.1. The Committee, in its sole discretion, may grant to a Participant an
SAR.
8.2. The SAR Price shall be established by the Committee in its sole
discretion. The SAR Price shall not be less than 100% of Fair Market Value of a
Share on the Effective Date of Grant for a SAR issued in tandem with an
Incentive Stock Option and for other SARs, shall not be less than 50% of Fair
Market Value of a Share on the Effective Date of Grant.
8.3. Upon exercise of an SAR, the Participant shall be entitled, subject
to the terms and conditions of this Plan and the Agreement, to receive the
excess for each Share being exercised under the SAR (i) the Fair Market Value of
a Share on the date of exercise over (ii) the SAR Price for such Share.
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8.4. At the sole discretion of the Committee, the payment of such excess
shall be made in (i) cash, (ii) Shares, or (iii) a combination of cash and
Shares. Shares used for this payment shall be valued at their Fair Market Value
on the date of exercise of the applicable SAR.
8.5. An Award of an SAR shall be considered an Award for purposes of the
number of Shares subject to an Award pursuant to Section 5.1, unless the
Agreement making the Award of the SAR provides that the exercise of an SAR
results in the termination of an unexercised Option for the same number of
Shares.
8.6. An SAR may be terminated as follows:
(a) During the period of continuous employment with the Company,
Parent or Subsidiary, an SAR will be terminated only if it has been fully
exercised or it has expired by its terms.
(b) Upon termination of employment, the SAR will terminate upon
the earliest of (i) the full exercise of the SAR (ii) the expiration of
the SAR by its terms, and (iii) not more than three months following the
date of employment termination; provided, however, should termination of
employment (I) result from the death or Permanent and Total Disability of
the Participant, such three month period shall be one year or (II) be for
Cause, the SAR will terminate on the date of employment termination. For
purposes of this Plan, a leave of absence approved by the Company shall
not be deemed to be termination of employment unless otherwise provided
in the Agreement or by the Company on the date of the leave of absence.
(c) Subject to the terms of the Agreement with the Participant if
a Participant shall die or becomes subject to a Permanent and Total
Disability prior to the termination of employment with the Company,
Parent or Subsidiary and prior to the termination of an SAR, such SAR may
be exercised to the extent that the Participant shall have been entitled
to exercise it at the time of death or disability, as the case may be, by
the Participant, the estate of the Participant or the person or persons
to whom the SAR may have been transferred by will or by the laws of
descent and distribution.
(d) Except as otherwise expressly provided in the Agreement with
the Participant, in no event will the continuation of the term of an SAR
beyond the date of termination of employment allow the Employee, or his
beneficiaries or heirs, to accrue additional rights under this Plan, have
additional SARs available for exercise or to receive a higher benefit
than the benefit payable as if the SAR was exercised on the date of
employment termination.
8.7. If an SAR which was considered an Award for purposes of Section 8.5
is terminated or unexercised for any reason, the number of Shares of such SAR
that were unexercised shall be again available for Award under this Plan.
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8.8. The Participant shall have no rights as a stockholder with respect
to an SAR. In addition, no adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or rights except as provided in Section 6.1.(f).
9. RESTRICTED STOCK
9.1. The Committee may award to a Participant Restricted Stock under such
terms or conditions as the Committee, in its sole discretion, shall determine
and as otherwise provided herein.
9.2. Restricted Stock shall be Shares which are subject to a Restriction
Period.
9.3. Should the Participant terminate employment for any reason, all
Restricted Stock which is still subject to the Restriction Period shall be
forfeited and returned to the Company for no payment.
9.4. Upon such forfeiture, shares representing such forfeited restricted
Stock shall obtain become available for Award under the Plan.
9.5. The Committee may require under such terms and conditions as it
deems appropriate or desirable that the certificates for Restricted Stock
awarded under this Plan may be held by the Company or its designee until the
Restriction Period expires. In addition, the Committee may place upon such
certificate such legend as the Committee deems necessary or appropriate and may
require as a condition of any receipt of Restricted Stock that the Participant
shall deliver a stock power endorsed in blank relating to the Restricted Stock.
10. AMENDMENT OR DISCONTINUANCE OF PLAN
10.1. The Board may at any time amend, suspend, or discontinue this Plan;
provided, however, that without further approval of the shareholders of the
Company no amendments by the Board shall:
(a) Change the class of Employees eligible to participate; or
(b) Except as provided in Section 5, increase the number of Shares
which may be subject to Options granted under this Plan.
10.2. No amendment to this Plan shall alter or impair any Award granted
under this Plan without the consent of the holder of such Award.
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11. INDEMNIFICATION OF COMMITTEE
In addition to such other rights of indemnification as they may have as
Directors or as members of the Committee, the members of the Committee shall be
indemnified by the Company against the reasonable expenses, including attorneys'
fees, actually incurred in connection with the defense of any pending,
threatened or possible action, suit or proceeding, or in connection with any
pending, threatened or possible appeal therein, to which they or any of them may
be a party by reason of any actual or alleged action taken or failure to act
under or in connection with this Plan or any option granted thereunder, and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by the Company) or paid by them in satisfaction of a judgment in any
such action, suit or proceeding, except in relation to matters as to which it
shall be adjudged in such action, suit or proceeding that such Committee member
is liable for gross negligence or willful misconduct in the performance of his
duties: provided that within sixty days after institution of any such action,
suit or proceeding a Committee member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.
12. NO OBLIGATION TO EXERCISE OPTION OR SAR
The granting of an Option or SAR shall impose no obligation upon the
Participant to exercise such Option.
13. EFFECTIVE DATE; DURATION OF PLAN
13.1. This Plan shall become effective as of January 27, 1998.
13.2. No Award may be made after the tenth anniversary of the effective
date of this Plan.
14. EFFECT OF PLAN
The making of an Award under this Plan shall not give the Participant any
right to similar grants in future years or any right to be retained in the
employ of the Company, the Parent or a Subsidiary, but a Participant shall
remain subject to discharge to the same extent as if this Plan were not in
effect.
15. CHANGE IN CONTROL
15.1. Treatment of Outstanding Awards. Upon the occurrence of a Change In
Control, as defined below, unless otherwise specifically prohibited under
applicable laws, or by the rules and regulations of any governmental agencies or
national securities exchanges, or by the express provisions of any Agreement,
(a) each Option and each SAR then outstanding hereunder that is not otherwise
exercisable shall become immediately and fully exercisable, and shall remain
exercisable throughout their entire term, notwithstanding any provision in the
Agreement relating
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to such Option or SAR for the exercise of such Option or SAR in installments or
otherwise pursuant to a vesting schedule, and (b) any Restriction Period and
restrictions imposed on Restricted Stock shall lapse.
15.2. Change in Control Defined. For purposes of this Section, a Change
In Control shall mean that any of the following events shall have occurred:
(i) A person, partnership, joint venture, corporation or other
entity, or two or more of any of the foregoing acting as a group
(or a "person" within the meaning of Section 13(d)(3) of the 1934
Act), other than the Company, a majority-owned subsidiary of the
Company, an employee benefit plan (or related trust) of the
Company or such subsidiary, become(s) after the effective date of
this Plan the "beneficial owner" (as defined in Rule 13(d)(3)
under the 1934 Act) of thirty-five percent (35%) or more of the
then outstanding voting stock of the Company;
(ii) During any period of two consecutive years, individuals who
at the beginning of such period constitute the Company's Board of
Directors (together with any new director whose election by the
Company's Board of Directors or whose nomination for election by
the Company's shareholders, was approved by the vote of at least
two-thirds of the directors then still in office who either were
directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any
reason to constitute a majority of the directors then in office;
(iii) The Company's Board of Directors determines that a tender
offer for the Company's shares indicates a serious intention by
the offeror to acquire control of the Company; or
(iv) The Shareholders of the Company approve (a) a plan of
complete liquidation of the Company; or (b) an agreement for the
sale or disposition of all or substantially all of the Company's
assets; or (c) a merger, consolidation, or reorganization of the
Company with or involving any other corporation, other than a
merger, consolidation, or reorganization that would result in the
voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving
entity) at least sixty-five percent (65%) of the combined voting
power of the voting securities of the Company (or such surviving
entity) outstanding immediately after such merger, consolidation
or reorganization.
15.3. Termination, Amendment and Modifications of Change in Control
Provisions. Notwithstanding any other provision of this Plan or any Agreement,
the provisions of this Section may not be terminated, amended or modified on or
after the effective date of a Change in Control to affect adversely the
operation of any Award theretofore granted under the Plan without the prior
written consent of the Participant with respect to said Participant's
outstanding Awards.
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16. SUCCESSORS; CONSOLIDATION, MERGER AND OTHER EVENTS
16.1. All obligations of the Company under this Plan or any Agreement
with respect to any Award granted hereunder shall be binding on any successor to
the Company, whether the existence of such successor is the result of a direct
or indirect purchase of all or substantially all of the business and/or assets
of the Company, or a merger, consolidation or otherwise. Specifically, in case
of any capital reorganization of the Company, or of any reclassification of any
Shares (other than a change as a result of subdivision or combination), or in
case of the consolidation of the Company with or the merger of the Company with
any other corporation (other than a consolidation or merger in which (i) the
Company is the continuing corporation and (ii) the holders of the Shares
immediately prior to such merger or consolidation continue as holders of Shares
after such merger or consolidation) or of the sale of the properties and assets
of the Company as, or substantially as, an entirety to any other corporation,
each Option and each SAR then outstanding shall after such reorganization,
reclassification, consolidation, merger or sale be exercisable, upon the terms
and conditions specified herein and in the Agreement relating to such Option or
SAR, for or with respect to the number of Shares or other securities or property
to which a holder of the number of Shares relating to such Option or SAR (at the
time of such reorganization, reclassification, consolidation, merger or sale)
upon exercise of such Option or SAR would have been entitled in connection with
such reorganization, reclassification, consolidation, merger or sale; and in any
such case, if necessary, the provisions set forth in this Section with respect
to the rights and interests thereafter of the holder of the Option or SAR shall
be appropriately adjusted so as to be applicable, as nearly as may reasonably
be, to any shares of stock or other securities or property thereafter
deliverable on the exercise of the Option or SAR.
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INCENTIVE STOCK OPTION AGREEMENT
This Agreement, dated as of_________,_________ (the "Effective Date of
Grant") implements the grant to the party identified as optionee on the
signature page hereof (the "Optionee") of an Incentive Stock Option pursuant
to and subject to the terms and conditions of the Community Capital Corporation
1997 Stock Incentive Plan (the "Plan") and the terms and conditions set forth
below. Terms defined in the Plan shall have the same meaning herein as in the
Plan.
The Committee desires to afford the Optionee the opportunity to acquire
Shares of the Company's common stock so the Optionee has a proprietary interest
in the Company, and the Optionee desires the opportunity to acquire Shares.
Accordingly, the Company and the Optionee agree as follows:
1. Grant of Option and Purchase Price. The Company, pursuant to action of the
Committee, grants to the Optionee an Option to purchase_____ Shares (the "Option
Shares") at a price of $____ per share ("Option Price"), which has been
determined to be not less than the Fair Market Value of a Share on the
Effective Date of Grant of this Option.
2. Expiration of the Option. This Option shall expire ("Expiration Date") on the
earliest to occur of (i) ten (10) years from the date hereof; (ii) three (3)
months after the Optionee ceases to be an Employee of the Company, a Parent or a
Subsidiary (twelve (12) months if termination of employment is due to the
Optionee's death or the Optionee having incurred a Permanent and Total
Disability); (iii) the date this Option is fully exercised; (iv) the date
mutually agreed to by the Committee and the Optionee;or (v) the date of
termination of employment, if termination of employment is for Cause.
3. Exercise of Option
3.1. Subject to any other conditions herein, this Option shall vest and
become exercisable:
[SELECT ANY ONE OF THE FOLLOWING ALTERNATIVES]
[ ] on the Effective Date of Grant;
[ ] on the _________ anniversary of the Effective Date of Grant;
[ ] in_________ (__) installments, the Optionee having the right
hereunder to purchase from the Company the following number
of Shares upon exercise of the Option, on and after the
following dates, in cumulative fashion:
(a) on and after the______ anniversary of the Effective
Date of Grant, up to_______% (ignoring fractional
shares) of the total number of Option Shares;
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(b) on and after the_______ anniversary of the Effective
Date of Grant, up to an additional_________ % (ignoring
fractional shares) of the total number of Option Shares;
and
(c) on and after the_________ anniversary of the Effective
Date of Grant, the remaining Option Shares.
[ ] in accordance with the vesting schedule set forth in
Schedule A attached hereto and incorporated herein by
reference.
The Optionee's vested percentage of the total grant hereunder shall be fixed as
of the date the Optionee is no longer an Employee of the Company, a Subsidiary
or a Parent and shall not increase during the additional period, if any, during
which this Option may be exercised under Section 2 hereof. Vested portions of
this Option may be exercised at any time, in whole or in part, before the
Expiration Date.
3.2. This Option may be exercised by mailing or delivering to the
Company, Attention: Corporate Secretary, 302-A Montague Avenue, Greenwood, South
Carolina 29649, (i) a written signed notice of such exercise which specifies the
Effective Date of Grant of this Option, and the number of Shares being
purchased, and (ii) payment for such Shares by check (which clears in due
course) payable to the Company and/or by surrender of Shares previously owned by
the Optionee valued at the Fair Market Value thereof on the date received by the
Company. The Option shall be deemed exercised and the Shares purchased thereby
shall be deemed issued as of the date such payment is received by the Company.
4. Non-transferability of Option. This Option shall not be transferable by the
Optionee other than by will or the laws of descent and distribution and shall be
exercisable during the Optionee's lifetime only by the Optionee.
5. Adjustment in Shares Subject to the Option. The Committee will make
appropriate adjustments in the number of Shares subject to this Option or the
Option Price in order to give effect to changes made in the number of
outstanding Shares as a result of a merger, consolidation, recapitalization,
reclassification, combination, stock dividend, stock split, or other relevant
change.
6. Rights as Shareholder or Employee.
6.1. This Option shall not entitle the Optionee to any rights as a
shareholder of the Company with respect to any Shares subject to this Option
until it has been exercised and any such Shares issued.
6.2. This Option does not confer upon the Optionee any right with respect
to continuation of employment by the Company or a Subsidiary, nor does it in any
way interfere with or affect Optionee's right, the Company's right or a
Subsidiary's right to terminate such employment at any time.
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7. Withholding. The Committee will make whatever arrangements the Company deems
necessary or appropriate to comply with all applicable withholding requirements.
The Committee and the Company shall have no obligation to deliver a certificate
evidencing the Shares purchased upon exercise of the Option unless and until
withholding arrangements satisfactory to the Company are made. The Optionee's
failure to comply with the required withholding arrangements shall result in a
forfeiture of any benefits hereunder.
8. Entire Agreement. This Agreement, together with the provisions of the Plan
which are incorporated herein by reference, constitutes the entire Agreement
between the Optionee and the Company with respect to the Option granted
hereunder.
9. Applicable Law. The Plan and this Agreement shall be governed by the laws of
the State of South Carolina.
COMMUNITY CAPITAL CORPORATION
By:
------------------------
Its:
------------------
------------------------------------
Optionee
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NONQUALIFIED STOCK OPTION AGREEMENT
This Agreement, dated as of_________ ,_________ (the "Effective Date of
Grant") implements the grant to the party identified as optionee on the
signature page hereof (the "Optionee") of a Nonqualified Stock Option subject
to the terms and conditions of the Community Capital Corporation1997 Stock
Incentive Plan (the "Plan") and the terms and conditions set forth below. Terms
defined in the Plan shall have the same meaning herein as in the Plan.
The Committee desires to afford the Optionee the opportunity to acquire
Shares of the Company's common stock so the Optionee has a proprietary interest
in the Company, and the Optionee desires the opportunity to acquire Shares.
Accordingly, the Company and the Optionee agree as follows:
1. Grant of Option and Purchase Price. The Company, pursuant to action of the
Committee, grants to the Optionee an Option to purchase_________ Shares (the
"Option Shares") at a price of $_________ per share ("Option Price"),
[OPTIONAL: WHICH HAS BEEN DETERMINED TO BE NOT LESS THAN THE FAIR MARKET VALUE
OF A SHARE ON THE EFFECTIVE DATE OF GRANT OF THIS OPTION].
2. Expiration of the Option. This Option shall expire ("Expiration Date") on the
earlier of (i) the date ten (10) years from the date hereof; (ii) the date three
(3) months after the Optionee ceases to be a Director, an Employee or a
Consultant of the Company, a Parent or a Subsidiary (twelve (12) months if
termination of employment is due to the Optionee's death or the Optionee having
incurred a Permanent and Total Disability); (iii) the date this Option is fully
exercised; (iv) the date mutually agreed to by the Committee and the Optionee;
or (v) the date of termination of employment, if termination of employment is
for Cause.
3. Exercise of Option
3.1. Subject to any other conditions herein, this Option shall vest and
become exercisable:
[SELECT ANY ONE OF THE FOLLOWING ALTERNATIVES]
[ ] on the Effective Date of Grant;
[ ] on the _________ anniversary of the Effective Date of Grant;
[ ] in_________ (_________ ) installments, the Optionee having
the right hereunder to purchase from the Company the
following number of Shares upon exercise of the Option, on
and after the following dates, in cumulative fashion:
(a) on and after the_________ anniversary of the Effective
Date of Grant, up to_________ % (ignoring fractional
shares) of the total number of Option Shares;
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(b) on and after the_________ anniversary of the Effective
Date of Grant, up to an additional_________ % (ignoring
fractional shares) of the total number of Option Shares;
and
(c) on and after the_________ anniversary of the Effective
Date of Grant, the remaining Option Shares.
[ ] in accordance with the vesting schedule set forth in
Schedule A attached hereto and incorporated herein by
reference.
The Optionee's vested percentage of the total grant hereunder shall be fixed as
of the date the Optionee is no longer a Director, an Employee or a Consultant of
the Company, a Subsidiary or a Parent and shall not increase during the
additional period, if any, during which this Option may be exercised under
Section 2 hereof. Vested portions of this Option may be exercised at any time,
in whole or in part, before the Expiration Date.
3.2. This Option may be exercised by mailing or delivering to the
Company, Attention: Corporate Secretary, 302-A Montague Avenue, Greenwood, South
Carolina 29649, (i) a written signed notice of such exercise which specifies the
Effective Date of Grant of this Option, and the number of Shares being
purchased, and (ii) payment for such Shares by check (which clears in due
course) payable to the Company and/or by surrender of Shares previously owned by
the Optionee valued at the Fair Market Value thereof on the date received by the
Company. The Option shall be deemed exercised and the Shares purchased thereby
shall be deemed issued as of the date such payment is received by the Company.
4. Non-transferability of Option. This Option shall not be transferable by the
Optionee other than by will or the laws of descent and distribution and shall b
exercisable during the Optionee's lifetime only by the Optionee.
5. Adjustment in Shares Subject to the Option. The Committee will make
appropriate adjustments in the number of Shares subject to this Option or the
Option Price in order to give effect to changes made in the number of
outstanding Shares as a result of a merger, consolidation, recapitalization,
reclassification, combination, stock dividend, stock split, or other relevant
change.
6. Rights as Shareholder or Employee.
6.1. This Option shall not entitle the Optionee to any rights as a
shareholder of the Company with respect to any Shares subject to this Option
until it has been exercised and any such Shares issued.
6.2. This Option does not confer upon the Optionee any right with respect
to continuation of employment by the Company or a Subsidiary, nor does it in any
way interfere with or affect Optionee's right, the Company's right or a
Subsidiary's right to terminate such employment at any time.
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7. Withholding. The Committee will make whatever arrangements the Company deems
necessary or appropriate to comply with all applicable withholding requirements.
The Committee and the Company shall have no obligation to deliver a certificate
evidencing the Shares purchased upon exercise of the Option unless and until
withholding arrangements satisfactory to the Company are made. The Optionee's
failure to comply with the required withholding arrangements shall result in a
forfeiture of any benefits hereunder.
8. Entire Agreement. This Agreement, together with the provisions of the Plan
which are incorporated herein by reference, constitutes the entire Agreement
between the Optionee and the Company with respect to the Option granted
hereunder.
9. Applicable Law. The Plan and this Agreement shall be governed by the laws of
the State of South Carolina.
COMMUNITY CAPITAL CORPORATION
By:
---------------------------
Its:
----------------------
----------------------------------
Optionee
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