<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ______)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
[X] Definitive Proxy Statement by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
section 240.14a-11(c) or 240.14a-12
Eufaula BancCorp, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
EUFAULA BANCCORP, INC.
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 19, 1999
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Eufaula
BancCorp, Inc. (the "Company"), a Delaware corporation, will be held at the
Eufaula Country Club, 2650 Country Club Road, Eufaula, Alabama, on Wednesday,
May 19, 1999 at 5:00 p.m., central daylight time, for the following purposes:
1. To elect the three nominees named in the Proxy Statement as directors
to serve for a term of three years or until their successors have been elected
and qualified;
2. To ratify the appointment of Mauldin & Jenkins, LLC as the Company's
independent auditors for 1999;
3. To ratify and approve the Eufaula BancCorp, Inc. 1999 Stock Option
Plan; and
4. To transact such other business as may properly come before the
meeting or any adjournments thereof but which is not now anticipated.
Details respecting these matters are set forth in the accompanying Proxy
Statement. Only stockholders of record at the close of business on March 31,
1999, will be entitled to notice of and a vote at the annual meeting. Commencing
10 days prior to the meeting, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder, shall be open to examination by any stockholder at the Company's
principal office at 218-220 Broad Street, Eufaula, Alabama, during ordinary
business hours for any purpose germane to the meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE SIGN AND
DATE THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING ENVELOPE AS PROMPTLY
AS POSSIBLE. THE PROXY MAY BE REVOKED BY YOUR VOTE IN PERSON AT THE MEETING, BY
YOUR EXECUTION AND SUBMISSION OF A LATER DATED PROXY PRIOR TO ANY VOTE TAKEN, OR
BY YOUR GIVING WRITTEN NOTICE OF REVOCATION TO THE SECRETARY OF THE COMPANY AT
ANY TIME PRIOR TO THE VOTING THEREOF.
By Order of the Board of Directors
/s/Gloria Hagler
-----------------------------
April 20, 1999 Secretary
<PAGE>
EUFAULA BANCCORP, INC.
218-220 BROAD STREET
EUFAULA, ALABAMA 36027
Telephone: (334) 687-3581
PROXY STATEMENT
FOR 1999 ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement and the accompanying proxy are furnished on or about
April 20, 1999, by Eufaula BancCorp, Inc. (the "Company"), to the holders of
record of common stock of the Company in connection with the Company's annual
meeting of stockholders, and any adjournments thereof, to be held on Wednesday,
May 19, 1999, at 5:00 p.m. central daylight time, at the Eufaula Country Club,
2650 Country Club Road, Eufaula, Alabama. The matters to be considered and acted
upon, including the election of directors, are described herein.
The Company is a Delaware corporation and is a bank holding company under
the Bank Holding Company Act of 1956, as amended. The Company operates two
wholly-owned subsidiary banks, Southern Bank of Commerce ("Southern Bank") with
offices in Eufaula, Montgomery, Huntsville and Madison, Alabama, and First
American Bank of Walton County ("American Bank"), located in Santa Rosa Beach,
Florida, with offices in Freeport, Grayton Beach and Lynn Haven, Florida.
The board of directors of the Company recommends the election of the
directors-nominees named in this Proxy Statement and the approval of the other
proposals described in this Proxy Statement.
The enclosed proxy is solicited on behalf of the board of directors of the
Company and is revocable at any time prior to the voting of such proxy by giving
written notice of revocation to the Secretary of the Company, or by executing
and submitting a later dated proxy prior to any vote taken, or by voting in
person at the annual meeting. Mere attendance at the meeting will not be
sufficient to revoke the proxy. All properly executed proxies delivered pursuant
to this solicitation will be voted at the meeting and in accordance with
instructions, if any. If no instructions are given, the proxies will be voted
FOR the directors-nominees named herein, FOR ratification of auditors and FOR
approval of the 1999 Stock Option Plan, and such proxies will also be voted in
accordance with the discretion of the proxy holders as to any other matter that
may come before the meeting.
The cost of soliciting proxies will be borne by the Company. In addition
to the use of the mails, proxies may be solicited by personal interview,
telephone or telegraph, and banks, brokers, nominees or fiduciaries will be
required to forward the soliciting material to the principals and to obtain
authorization of the execution of proxies. The Company may, upon request,
reimburse banks, brokers and other institutions, nominees and fiduciaries for
their expenses in forwarding proxy material to the principals.
1
<PAGE>
Stockholders Eligible to Vote
This Proxy Statement is furnished to the holders of Common Stock who were
holders of record as of the close of business on March 31, 1999 (the "Record
Date"). Only those holders are eligible to vote at the meeting.
Votes will be tabulated and counted by one or more inspectors of election
appointed by the Chairman of the Board of the Company. Proxies marked as
abstentions and shares held in street name which have been designated by brokers
on proxy cards as not voted will not be counted as votes cast on any proposal.
Such proxies will be counted for purposes of determining a quorum at the
meeting. A quorum consists of a majority of the shares of Common Stock
outstanding.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
As of the Record Date, the Company had issued and outstanding 2,620,773
shares of Common Stock with approximately 700 stockholders of record. Each such
share is entitled to one vote. The Company's profit sharing plan holds 26,691 of
these shares for the account of employees of the Company and its subsidiaries.
In addition, as of that date, 121,000 shares of Common Stock were subject to
issue upon the exercise of options pursuant to the Company's stock option plans.
There are currently 5,000,000 shares of Common Stock authorized.
Principal Stockholders
The following table shows those persons who are known to the Company to be
beneficial owners as of the Record Date of more than five percent of the
Company's outstanding Common Stock:
<TABLE>
<CAPTION>
Shares of Company Beneficially Owned
------------------------------------
Name and Address Common Stock Percentage of Class Outstanding (1)
---------------- ------------ -----------------------------------
<S> <C> <C>
Robert M. Dixon 253,309 (2) 9.67%
Post Office Box 280
Eufaula, Alabama 36072
Michael C. Dixon 291,325 (3) 11.12%
Post Office Box 280
Eufaula, Alabama 36072
Greg B. Faison 160,488 (4) 5.95%
Post Office Box 1269
Eufaula, Alabama 36072
</TABLE>
2
<PAGE>
(1) "Beneficial Ownership" includes shares for which an individual,
directly or indirectly, has or shares voting or investment power or both,
including the right to acquire beneficial ownership within 60 days. All of the
listed persons have sole voting and investment power over the shares listed
opposite their names unless otherwise indicated in the notes below. Beneficial
Ownership as reported in the above table has been determined in accordance with
Rule 13d-3 of the Securities Exchange Act of 1934, as amended. The percentages
are based upon 2,620,773 shares of Common Stock outstanding plus for each person
listed the number of shares of Company common stock which such person has a
right to acquire within 60 days under the Company's stock option plan.
(2) Includes 13,071 shares owned by Mr. Dixon's wife and 11,418 shares out
of a total of 22,835 shares held in the M.C. Dixon testamentary trust over which
Mr. Dixon has voting control as co-trustee. See footnote (3).
(3) Includes 26,052 shares owned by Mr. Dixon's wife, 11,417 shares out of
a total of 22,835 shares held in the M.C. Dixon testamentary trust over which
Mr. Dixon has voting control as co-trustee, and 15,110 shares held as custodian
for his children. See footnote (2).
(4) Includes 75,000 shares of Common Stock subject to options currently
exercisable under the Company's stock option plan, 15,146 shares held for his
account in the Company's employee profit sharing plan and 600 shares held as
custodian for his children.
Security Ownership of Management
The following table indicates for each director, certain executive
officers, and all executive officers and directors of the Company as a group the
number of shares of outstanding Common Stock of the Company beneficially owned
on the Record Date.
<TABLE>
<CAPTION>
Shares of the Company Beneficially Owned
----------------------------------------
Name Common Stock Percentage of Class Outstanding (1)
---- ------------ -----------------------------------
<S> <C> <C>
Michael C. Dixon 291,325 2 (3) 11.12%
Robert M. Dixon 253,309 (2) 9.67%
Greg B. Faison ** 160,488 (4) 5.95%
James J. Jaxon, Jr. 14,519 *
Janis R. Biggers 7,883 *
Thomas A. Harris 8,073 (5) *
Frank McRight 10,619 (6) *
All Executive Officers & Directors 755,216 27.97% (5)
as a Group (7 Persons)
</TABLE>
3
<PAGE>
__________________
* Represents less than one percent.
** Chief Executive Officer
(1) See footnote (1) to the table above at "Principal Stockholders" for a
definition of "Beneficial Ownership."
(2) See footnote (3) to the table above at "Principal Stockholders."
(3) See footnote (2) to the table above at "Principal Stockholders."
(4) See footnote (4) to the table above at "Principal Stockholders."
(5) Includes 2,000 shares of Common Stock subject to options currently
exercisable under the Company's existing stock option plan.
(6) Includes 2,000 shares of Common Stock subject to options currently
exercisable under the Company's existing stock option plan.
(7) Percentage for the group is calculated by including 79,000 shares as
outstanding shares subject to options.
ELECTION OF DIRECTORS
(Proposal 1 on the Proxy Card)
The Company recommends that the stockholders elect Michael C. Dixon, Robert
M. Dixon and James J. Jaxon, Jr. to hold office for the term of three years or
until their successors are elected and qualified. The Company's Restated
Certificate of Incorporation provides that the number of directors which shall
constitute the entire board shall be fixed from time to time by resolutions
adopted by the board, but shall not be less than three nor more than fifteen
persons. The board has fixed the number at 7.
The Company's Restated Certificate of Incorporation provides for the
election of directors to terms of three years, with approximately one-third of
the total directors to be elected each year.
Proxies cannot be voted for a number of directors greater than three.
If, prior to the voting at the annual meeting, any person to be elected a
director is unable to serve or for good cause cannot serve, the shares
represented by all valid proxies may be voted for the election of such
substitute as the members of the board of directors may recommend. Company
management knows of no reason why any person would be unable to serve as a
director.
4
<PAGE>
Assuming a quorum is present at the meeting, a plurality of the votes cast
will be sufficient to elect the directors. On the proxy card, voting for
directors is Proposal 1.
The following table provides certain biographical information about the
directors to be elected and about the directors whose terms expire in 2000 and
2001. Executive officers serve at the discretion of the board of directors.
<TABLE>
<CAPTION>
Name, Age and Year Position and Offices Present and
Became Director or Held with the Company Principal Occupation
Executive Officer and Subsidiaries for Last Five Years
- ------------------ --------------------- --------------------
Directors -Nominees to be Elected for Terms Expiring in 2002
-------------------------------------------------------------
<S> <C> <C>
Michael C. Dixon ** Director, the Company Co-Owner, Dixon
57, 1988 Director, American Bank Lumber Company,
Eufaula, Alabama
Robert M. Dixon ** Director, the Company Co-Owner, Dixon
66, 1988 (Chairman of the Board) Lumber Company,
Eufaula, Alabama
James J. Jaxon, Jr. Director, the Company Mayor, City of Eufaula;
51, 1988 Director, Southern Bank Owner, J.J. Jaxon Company
(Monument Company)
Eufaula, Alabama
Remaining Directors Whose Terms Expire in 2000
----------------------------------------------
Janis R. Biggers Director, the Company Accountant,
47, 1993 Eufaula, Alabama
Thomas Harris Director, the Company President and
50, 1996 Chief Executive Officer,
Merchant Capital Investments, Inc.
(investment banking)
Montgomery, Alabama
Frank McRight Director, the Company Attorney, Partner,
59, 1996 Lanier Ford Shaver & Payne, P.C.,
Huntsville, Alabama since January
1999; Attorney, McRight,
Jackson, Dorman,
Myrick & Moore, LLC,
Mobile, Alabama;
Remaining Director Whose Term Expires in 2001
---------------------------------------------
Greg B. Faison * President, CEO, Director, President, CEO, Director
51, 1988 the Company; CEO and Director the Company; CEO and Director
Southern Bank; Director, Southern Bank; Director,
American Bank American Bank
</TABLE>
5
<PAGE>
* Indicates that the director is also an executive officer.
** Michael C. Dixon and Robert M. Dixon are brothers.
Of the directors listed above, Thomas Harris serves as a director of Cotton
States Insurance, a company whose securities are publicly traded or are
registered under the Securities Exchange Act of 1934.
There is an Audit Committee of the Board of Directors presently consisting
of Janis Biggers, Chairperson, James J. Jaxon, Jr. and Frank McRight. The Board
of Directors has decided that there shall be an audit committee composed of not
less than three directors appointed by the board annually or more often, none of
whom shall be active officers of the Company, whose duty it shall be to make an
examination at least once each year into the affairs of the Company and to
report the results of their examination in writing to the board at the next
regular meeting. The audit committee may make recommendations to the board of
directors or the policy and procedures committee and, with the approval of the
board of directors, may employ an independent qualified firm of certified public
accountants. The audit committee was created in January 1999 and met with
external accountants on March 17, 1999.
The Company does not have a nominating committee. Janis Biggers and Frank
McRight have been appointed to a compensation committee for 1999. This
committee met three times in 1998 and makes recommendations regarding
compensation matters and administers various stock plans of the Company.
During 1998, the board of directors met 16 times. All directors attended
75% or more of these meetings, plus meetings of committees of the board on which
they served.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16 (a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and persons who own more than ten
percent of the Company's common stock to file reports of ownership and changes
in ownership with the Securities and Exchange Commission (the "SEC"). Such
officers, directors and greater than ten-percent shareholders are required by
SEC regulations to furnish the Company with copies of all Section 16 (a) forms
they file, including Form 5s which are filed with the SEC annually.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Form 5s were
required for those persons, the Company believes that during 1998 all filings
applicable to its officers, directors and greater than ten-percent beneficial
owners were made timely.
6
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain directors, officers and principal stockholders of the Company and
their affiliated interests were customers of and had transactions with the
Company's subsidiary banks in the ordinary course of business during the past
year; additional transactions may be expected to take place in the ordinary
course of business. Included in such transactions were outstanding loans and
commitments by the Company's subsidiary banks, all of which were made in the
ordinary course of business on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons and did not involve more than the normal risk of
collectability or present other unfavorable features.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table presents for the last three fiscal years of the Company
the compensation paid to the Chief Executive Officer of the Company. The total
annual salary and bonus for 1998 for each of the other executive officers did
not exceed $100,000.
<TABLE>
<CAPTION>
Annual Compensation
-------------------
Other
Name and Principal Salary Bonus Annual All other
Position Year ($) ($) Compensation ($) Compensation($)(1)
------------------ ---- ------ ------ ---------------- ------------------
<S> <C> <C> <C> <C> <C>
Gregory B. Faison, 1998 125,000 -0- 2,819 11,629
President and
Chief Executive Officer
1997 $116,820 $40,000 $2,797 $10,780
1996 111,258 55,953 2,898 10,508
</TABLE>
(1) Includes life insurance premiums paid on behalf of Mr. Faison and
Company profit sharing plan contributions in the respective amounts of $3,338
and $8,291 for 1998, $2,780 and $8,000 for 1997, $2,486 and $8,022 for 1996.
Options
The Company has 271,000 shares of Common Stock currently subject to
options. Of these shares, 121,000 are currently exercisable, and the remainder
become exercisable once a year in January according to a vesting schedule. No
options were granted by the Company to its executive officers in 1998.
7
<PAGE>
The following table shows certain information respecting exercised and
unexercised options for Common Stock held by the Company's executive officer
named above in the Summary Compensation Table.
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
<TABLE>
<CAPTION>
Number of Securities Underlying
Unexercised Options Value of Unexercised In-the-Money
at December 31, 1998 Options at December 31, 1998
------------------------------- ----------------------------------
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
---- ------------- -------------
<S> <C> <C>
Gregory B. Faison 60,000/60,000(1) $607,500/$607,500
</TABLE>
(1) Mr. Faison holds options to acquire 120,000 shares of Common Stock of
the Company; 75,000 of these shares are exercisable as of the date of this Proxy
Statement (including 15,000 which became exercisable on January 1, 1999) and the
remainder become exercisable at the rate of 15,000 shares on January 1 of each
year hereafter through March 31, 2002. These shares reflect a 3 for 2 stock
split which took place on November 15, 1997 and a 2 for 1 stock split which took
place on December 12, 1996.
Non-Qualified Supplemental Retirement Benefit Agreements
The Company has entered into a non-qualified supplemental retirement
benefit agreement with Greg B. Faison. Pursuant to this agreement, which is
fully financed by life insurance, the Company has agreed to pay Mr. Faison a
benefit upon his retirement, death or termination of his service as a director
of Southern Bank. The benefit paid by the Company to the beneficiaries of Mr.
Faison by reason of his death shall be an amount equal to the value of his
liability reserve account, if any, at the time of his death. The annual benefit
to be paid by reason of his retirement or termination of his service as a
director of Southern Bank shall commence at the time of his retirement or age 65
whichever occurs later and shall be an amount determined by a formula that
depends upon future events. This benefit will be paid each year for the life of
Mr. Faison and is currently projected to be approximately $68,360.00 in the
first year with a small increase in that amount thereafter.
If there is a change of control of the Company and Mr. Faison's service on
the board of directors of the Company is subsequently terminated, Mr. Faison
shall receive the benefits provided for under the agreement in the event of his
retirement as if he had continuously served until retirement. All death
benefits under the agreement will continue to be available. A change of control
under the agreement is defined as the cumulative transfer of more than 50
percent of the voting stock of the Company from the date of the agreement (July
23, 1996) excluding transfers on account of death, gifts, transfers between
family members or transfers to a qualified retirement plan maintained by the
Company.
8
<PAGE>
Michael C. Dixon, Robert M. Dixon, James J. Jaxon, Jr. and Janis R.
Biggers, directors of the Company, have similar agreements. The aggregate
benefits to be paid to these directors as a group, excluding Mr. Faison, at
retirement are approximately $155,842 in the aggregate.
Mr. Faison is also a party to an endorsement split dollar agreement that
will provide a life insurance benefit to his beneficiary in an amount that is
projected to be between $430,000 and $850,000 depending upon the time of his
death. The Company is the owner and beneficiary of the life insurance policy
that is the subject of this agreement and has by endorsement given Mr. Faison
the right to designate the beneficiary of 80% of the net-at-risk life insurance
portion of that policy. The net-at-risk insurance portion of the policy is
defined as the difference between the total death benefit of the policy and the
policy's cash surrender value.
Director Compensation.
The policy of the Company is that the directors of the Company who are not
employees of the Company receive a fee of $6,500 annually, plus $300 for each
board meeting attended. Members of committees receive fees of $200 for each
committee meeting attended. The Board of Directors approved a plan in March
1999 pursuant to which the directors may, in lieu of receiving their director
fees in cash, acquire shares of the Company's common stock in cash at the fair
market value of such shares. Shares will be acquired by the Company for such
directors in open market purchases.
In addition, the Company has a stock purchase plan for directors pursuant
to which a director may purchase at market value shares of Company Common Stock
in $50 monthly increments up to $200 per month. The Company will contribute 50%
of each director's monthly contribution for the purpose of purchasing additional
shares for such director.
As described immediately above, the directors also have supplemental
retirement agreements with the Company.
RATIFICATION OF AUDITORS
(Proposal 2 on the Proxy Card)
Mauldin & Jenkins, LLC, Albany, Georgia, has been appointed independent
auditors to make the annual audit of the consolidated financial statements of
the Company and its subsidiaries for the year 1999, upon ratification of that
appointment by the shareholders. Mauldin & Jenkins, LLC has acted as the
Company's independent auditors since 1985. The Company has been advised by such
firm that to the best of its knowledge no member of the firm has any direct or
indirect material financial interest in the Company or any of its subsidiaries,
nor has any such member had any connection during the past three years with the
Company or any of its subsidiaries as a promoter, underwriter, voting trustee,
director, officer or employee. Representatives of Mauldin & Jenkins, LLC will
be present at the annual meeting and will have an opportunity to make a
statement if they desire to do so. Such representatives will also be available
to respond to appropriate questions.
9
<PAGE>
Ratification of the auditors requires the affirmative vote of a majority of
the shares voting on the proposal at the annual meeting. The board of directors
recommends a vote FOR this proposal.
APPROVAL OF 1999 STOCK OPTION PLAN
(Proposal 3 on the Proxy Card)
The Board of Directors of the Company has authorized the preparation of the
Eufaula BancCorp, Inc. 1999 Stock Option Plan (the "Plan"), subject to approval
of the Company's stockholders at the annual meeting.
Description of the Plan
Purpose. The purpose of the Plan is to provide stock based compensation to
-------
both employees and to non-employee directors of the Company and its subsidiaries
in order to encourage employees and directors to make significant contributions
to the success of the Company.
Administration. Options may be granted by and the Plan shall be
--------------
administered either by the board of directors as a whole or by the Compensation
Committee of the Board of Directors (the "Committee") which consists of Janis
Biggers and Frank McRight. If the board delegates its authority to the
Committee, then the Committee will exercise all authority under the Plan. The
Committee shall have authority to interpret the Plan and make rules or decisions
necessary or appropriate for administration of the Plan.
Grant of Options; Persons Eligible. The shares of Common Stock to be
----------------------------------
delivered upon the exercise of options granted under the Plan shall be made
available from the authorized but unissued shares of the Company's $1.00 par
value Common Stock or from shares reacquired by the Company, including shares
purchased in the open market. On April 6, 1999, the closing price for the
Common Stock as quoted in the Nasdaq SmallCap Market was $10.00. The aggregate
number of shares which may be issued upon the exercise of all options which may
be granted under the Plan shall not exceed 361,000 shares of Common Stock.
Also, the Plan provides that it is the intention of the Company to have subject
to options at any one time no more than 361,000 shares of common stock. Because
there are 271,000 shares of common stock subject to options under the Company's
current stock option plan, the Company would not issue more than 90,000 shares
under the proposed Plan. As options under the existing stock option plan are
exercised or forfeited, additional shares could be made subject to options under
the proposed Plan, subject to the 361,000 limit in the Plan.
Options under the Plan may be granted to full time employees and officers
and to non-employee directors of the Company, including its subsidiaries. There
are 100 full time employees of the Company and its subsidiaries. There are six
non-employee directors of the Company. A non-employee director is each member
of the Board who is not an employee of the Company or any of its subsidiaries on
the date of each grant of options. The Company currently has seven directors.
Under the Restated Certificate of Incorporation of the Company, the number of
directors may be
10
<PAGE>
increased, and new directors who may be added to the Board would be eligible to
receive options under the Plan if they are non-employee directors. Employees of
the Company's subsidiaries are also eligible to receive options under the Plan.
Terms. The price at which all options granted under the Plan must be
-----
exercised is no less than the fair market value of the Common Stock of the
Company on the date of grant of each option. Options may be exercised in whole
or in part at any time during the option period by paying the exercise price in
full in either cash or unrestricted common stock of the Company.
Upon the disability or death of a director, any options held by such person
shall be immediately exercisable, and may thereafter be exercised by the
optionee or, in the case of death, by the legal representative of the estate or
by the legatee of the optionee under the will of the optionee, until the earlier
of (i) the expiration of the stated term of such option or (ii) the expiration
of one year after the death or disability of the optionee, as the case may be.
If an optionee's status as a non-employee director with the Company
terminates by reason of retirement, any options held by such optionee may
thereafter be exercised, to the extent they are otherwise exercisable, until the
earlier of (i) the expiration of the stated term of the options or (ii) the
expiration of 90 days after the effective date of such optionee's retirement.
If the retired optionee dies while any options are still outstanding, such
options may be exercised by the legal representative of the estate or by the
legatee of the optionee under the will of the optionee, until the earlier of (i)
the expiration of the stated term of the options or (ii) the expiration of one
year after the death of the optionee.
Upon the termination of a non-employee director with the Company for any
reason other than disability, death or retirement, any options held by such
optionee shall terminate 30 days after the effective date of such non-employee
director's termination.
Options may be granted subject to vesting requirements, which means that
the shares subject to option may only be exercised after the holder of the
option has been employed for a minimum period of time. Vesting requirements can
be waived upon a change of control of the Company.
Amendment; Termination. The Board of Directors of the Company may suspend
----------------------
or terminate the Plan or any portion thereof at any time, and the board may
amend the Plan from time to time as may be deemed to be in the best interests of
the Company; provided, however, that no such amendment, alteration or
discontinuation shall be made (a) that would impair the rights of a holder with
respect to options theretofore awarded, without such person's consent, or (b)
without the approval of the stockholders (i) if such approval is necessary to
comply with any legal, tax or regulatory requirement, including any approval
requirement which is a prerequisite for exemptive relief from Section 16(b) of
the Securities Exchange Act of 1934; or (ii) to change the maximum number of
shares subject to the Plan.
11
<PAGE>
Tax Consequences
Incentive Options. Options granted as incentive stock options will qualify
-----------------
under Section 422 of the Internal Revenue Code of 1986, as amended. Under the
Internal Revenue Code no income will result to a grantee of an incentive option
upon the granting or exercising of that option by the grantee, and the Company
will not be entitled to a tax deduction by reason of such grant. The grantee
will be taxed generally at capital gains rates when he or she sells the stock if
he or she has held the stock for at least two years from the date of the option
grant and at least one year after the stock was transferred to him or her.
Non-Qualified Options. Options granted to non-employee directors will not
---------------------
qualify as "incentive stock options" under Section 422 of the Internal Revenue
Code of 1986, as amended. Thus, upon the exercise of a non-qualified option
under the Plan, ordinary income will result to the grantee equal to the
difference between the fair market value of the stock received upon exercise of
the options and the exercise price of the option. The Company would be entitled
to a tax deduction equal to the amount of any ordinary income accruing to the
optionee.
Plan Benefits
The following table shows the number of options currently anticipated to be
granted but which have not yet been granted, under the Plan to the persons
indicated in 1999.
<TABLE>
<CAPTION>
1999 Stock Option Plan
----------------------
Name and Position Dollar Values Number of Units
- ----------------- ------------- ---------------
<S> <C> <C>
Greg B. Faison, 0 0
President and CEO and
Director
All other executive officers 0 0
as a group
All current directors who are $300,000 (1) 30,000
not executive officers as a
group (6 persons)
Non-executive officer $600,000 (1) 60,000
employee group (2 persons)
</TABLE>
(1) Based upon April 6, 1999 market value.
12
<PAGE>
Vote Required for Approval
Approval of the Plan requires the affirmative vote of a majority of the
shares of Common Stock present and voting at the annual meeting.
The Board of Directors recommends that you vote FOR approval of the Plan.
PROPOSALS OF STOCKHOLDERS
Subject to certain rules of the SEC, proposals by shareholders intended to
be presented at the Company's 2000 annual meeting of shareholders must be
received at the Company's principal executive offices not less than 120 calendar
days in advance of April 20, 2000, for inclusion in the proxy or information
statement relating to the 2000 annual meeting. A stockholder must notify the
Company on or before March 6, 2000 of a proposal for the 2000 Annual Meeting
which the stockholder intends to present other than by inclusion in the
Company's proxy material. If the Company does not receive such notice on or
before March 6, 2000 proxies solicited by the Company will confer discretionary
authority upon the Company to vote upon any matter.
The Company's bylaws provide that the Company's annual meeting of
shareholders shall be held on the third Wednesday of May of each year.
STOCKHOLDER NOMINATIONS FOR DIRECTOR
In addition to the right of the Board of Directors to select nominees for
director elections, stockholders may nominate persons to serve as directors by
following the procedures set forth in the Company's Restated Certificate of
Incorporation. The Restated Certificate of Incorporation provides that in order
to make a nomination, the stockholder must be entitled to vote for the election
of directors and must provide advance notice to the Company of a proposed
nomination. The notice must be provided not less than 14 days nor more than 50
days prior to any meeting of stockholders at which directors are to be elected;
and the notice must set forth (i) the name, age, citizenship, business address
and residence address of each nominee proposed; (ii) the principal occupation or
employment of each nominee for the five years preceding such meeting; (iii) the
number of shares of stock of the Corporation which are owned directly or
indirectly, by each such nominee; and (iv) all such other information with
respect to each such nominee as is required to be disclosed in a proxy statement
soliciting votes with respect to the election of directors which complies with
the Securities Exchange Act of 1934 and the rules and regulations thereunder.
The stockholder making the nomination must be present in person or by proxy
at the meeting of the stockholders called for the election of directors. The
chairman of the meeting has the right to determine whether the stockholder has
followed properly the foregoing procedures.
13
<PAGE>
OTHER MATTERS
The Company does not know of any matters to be presented for action at the
meeting other than those listed in the notice of the meeting and referred to
herein.
THE COMPANY WILL FURNISH WITHOUT CHARGE TO ITS STOCKHOLDERS, UPON WRITTEN
REQUEST, A COPY OF ITS ANNUAL REPORT ON FORM 10-KSB, INCLUDING THE ACCOMPANYING
FINANCIAL STATEMENTS AND SCHEDULES, REQUIRED TO BE FILED WITH THE SEC FOR THE
YEAR ENDED DECEMBER 31, 1998. COPIES OF THE EXHIBITS TO SUCH REPORT WILL ALSO BE
AVAILABLE UPON PAYMENT OF A REASONABLE FEE FOR COPYING CHARGES. REQUESTS SHOULD
BE MADE TO:
Gloria Hagler
Secretary and Treasurer
Eufaula BancCorp, Inc.
Post Office Box 1269
Eufaula, Alabama 36072-1269
Telephone: 334/687-3581
PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING
ENVELOPE AS PROMPTLY AS POSSIBLE.
YOU MAY REVOKE THE PROXY BY GIVING WRITTEN NOTICE OF REVOCATION TO THE
SECRETARY OF THE COMPANY AT ANY TIME PRIOR TO THE VOTING THEREOF, BY EXECUTING
AND SUBMITTING A LATER DATED PROXY PRIOR TO ANY VOTE TAKEN, OR BY ATTENDING THE
MEETING AND VOTING IN PERSON.
April 20, 1999
Eufaula, Alabama
14
<PAGE>
EUFAULA BANCCORP, INC.
1999 STOCK OPTION PLAN
ARTICLE I
PURPOSE, SCOPE AND ADMINISTRATION OF THE PLAN
1.1 Purpose
The purpose of the Plan is to promote the long-term success of the Company
by providing financial incentives to employees and directors who are in
positions to make significant contributions toward such success, to attract
individuals of outstanding ability to employ ment with the Company and to
encourage employees and directors to acquire a proprietary interest in the
Company.
1.2 Definitions
Unless the context clearly indicates otherwise, for purposes of this Plan
the following terms have the respective meanings set forth below:
(a) "Board of Directors" means the Board of Directors of Eufaula BancCorp,
Inc.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Committee" means a committee of the Board of Directors (or any
successor committee thereto), which shall be composed of not less than
two members of the Board of Directors who are "non-employee directors"
within the meaning of Rule 16b-3 of the Securities Exchange Act of
1934, or any successor thereto.
(d) "Common Stock" means the common stock of the Company, par value $1.00
per share, or such other class of shares or other securities to which
the provisions of the Plan may be applicable by reason of the operation
of Section 3.1 hereof.
(e) "Company" means Eufaula BancCorp, Inc. and its majority owned
subsidiaries, including subsidiaries which become such after the date
of adoption of this Plan.
(f) "Fair Market Value" of a share of Common Stock on any particular date
means the closing price quoted on such date by the National Daily
Quotation Service, or on the National Association of Securities Dealers
Automated Quotation ("NASDAQ") System or a registered securities
exchange, if listed thereon. In the event that the closing price is not
so quoted, then the Fair Market Value shall be the price determined by
the National Association of Securities Dealers, Inc. ("NASD") local
quotations committee as most recently published in The Wall Street
Journal. In the
<PAGE>
event that no such price is published, then Fair Market Value shall be
the fair market value as determined by the Board of Directors.
(g) "Grant Date," as used with respect to a particular Option means the
date as of which such Option, right or award is granted by the
Committee pursuant to the Plan.
(h) "Grantee" means the person to whom an Option is granted by the
Committee pursuant to the Plan.
(i) "Incentive Stock Option" means an Option that qualifies as an incentive
stock option as described in Section 422(b) of the Code.
(j) "Option" means an option granted by the Committee pursuant to Article
II.
(k) "Option Agreement" means the agreement between the Company and a
Grantee under which the Grantee is granted an Option pursuant to the
Plan.
(l) "Option Period" means the period fixed by the Committee during which an
Option may be exercised, which period may be determined by the
Committee in its sole discretion, provided that no Incentive Stock
Option shall, under any circumstances, be exercisable more than ten
years after the Grant Date.
(m) "Plan" means this 1999 Stock Option Plan, as amended from time to time.
(n) "Retirement," as applied to a Grantee, means the Grantee's termination
of employ ment in a manner which qualifies the Grantee to receive
immediately payable retirement benefits under any retirement plan
hereafter adopted by the Company, or which in the absence of any such
retirement plan is determined by the Committee to constitute
retirement.
(o) "Supplemental Stock Option" means any Option granted under this Plan,
other than an Incentive Stock Option.
(p) "Total and Permanent Disability," as applied to a Grantee, means that
the Grantee (1) has established to the satisfaction of the Committee
that the Grantee is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental
impairment which can be expected to last for a continuous period of not
less than 12 months (all within the meaning of Section 22(e)(3) of the
Code), and (2) has satisfied any requirement imposed by the Committee
in regard to evidence of such disability.
2
<PAGE>
1.3 Shares Available Under the Plan
(a) The number of shares of Common Stock with respect to which Options may
be granted shall be 361,000 shares of Common Stock, subject to
adjustment in accordance with the remainder of this Section 1.3 and
Section 3.1, provided that it is the intention of the Company to have
no more than 361,000 shares of its Common Stock subject to stock
options under any existing plans.
(b) In the event that any Option expires or otherwise terminates prior to
being fully exercised, the Committee may, without decreasing the number
of shares authorized above in this Section 1.3, grant new Options
hereunder to any eligible Grantee for the shares with respect to which
the expired or terminated Option was not exercised.
(c) Any shares of Common Stock to be delivered by the Company upon the
exercise of Options shall, at the discretion of the Board of Directors,
be issued from the Company's authorized but unissued shares of Common
Stock or be transferred from any available treasury stock.
1.4 Administration of the Plan
(a) Except as provided in Section 1.4 (c), the Plan shall be administered
by the Committee which shall have the authority:
(1) To determine those employees of the Company to whom, and the times
at which, Options shall be granted and the number of shares of
Common Stock to be subject to each such Option and/or award, taking
into consideration the nature of the services rendered by the
particular employee, the employee's potential contribution to the
long term success of the Company and such other factors as the
Committee in its discretion shall deem relevant;
(2) To interpret and construe the provisions of the Plan and to
establish rules and regulations relating to it;
(3) To prescribe the terms and conditions of the Option Agreements for
the grant of Options (which need not be identical) in accordance
and consistent with the requirements of the Plan; and
(4) To make all other determinations necessary or advisable to
administer the Plan in a proper and effective manner.
(b) All decisions and determinations of the Committee in the administration
of the Plan and in response to questions or in connection with other
matters concerning the Plan or any Option shall (whether or not so
stated in the particular instance in the Plan)
3
<PAGE>
be final, conclusive and binding on all persons, including, without
limitation, the Company, the shareholders and directors of the Company
and any persons having any interest in any Options which may be granted
under the Plan.
(c) In all cases in this Plan in which the Committee is authorized or
directed to take action, such action may be taken instead by the Board
of Directors as a whole. It is the intention of this Plan that the
Committee may be appointed by the Board of Directors for convenience
and efficiency of administration, but such appointment is not a
requirement of this Plan.
1.5 Eligibility for Awards
The Committee shall designate from time to time the employees of the
Company who are to be granted Options. All salaried employees of the
Company are eligible to receive Options. Members of the Board of Directors
who are not employees may only be granted Supplemental Stock Options.
1.6 Effective Date of Plan
Subject to the receipt of all required regulatory approvals, the Plan shall
become effective upon its adoption by the Board of Directors, provided
that any grant of Options under the Plan prior to approval of the Plan by
the shareholders of the Company is subject to such shareholder approval
within twelve months of adoption of the Plan by the Board of Directors.
ARTICLE II
STOCK OPTIONS
2.1 Grant of Options
(a) The Committee may from time to time, subject to the provisions of the
Plan, grant Options to employees or directors under appropriate Option
Agreements to purchase shares of Common Stock.
(b) The Committee may designate any Option which satisfies the requirements
of Section 2.3 hereof as an Incentive Stock Option and may designate
any Option granted hereunder as a Supplemental Stock Option, or the
Committee may designate a portion of an Option as an Incentive Stock
Option (so long as that portion satisfies the requirements of Section
2.3 hereof) and the remaining portion as a Supplemental Stock Option.
Any portion of an Option that is not designated as an Incentive Stock
Option shall be a Supplemental Stock Option. A Supplemental Stock
Option must satisfy the requirements of Section 2.2 hereof, but shall
not be subject to the requirements of Section 2.3.
4
<PAGE>
2.2 Option Requirements
(a) An Option shall be evidenced by an Option Agreement specifying the
number of shares of Common Stock that may be purchased upon its
exercise and containing such terms and conditions not inconsistent with
the Plan and based on such factors as the Committee shall determine, in
its sole discretion, to be applicable to that particular Option.
(b) An Option shall be exercisable at such time or times and subject to
such terms and conditions as shall be determined by the Committee and
stated in the Option Agreement; provided, however, that an Option shall
become immediately exercisable upon the death of an employee or upon
employment with the Company ceasing because of Total and Permanent
Disability or upon the application of any change in control provisions
which may be contained in the Option Agreement. If the Committee
provides that any Option is exercisable only in installments or
provides other vesting requirements, the Committee may waive such
provisions at any time, in whole or in part, based on such factors as
the Committee shall, in its sole discretion, determine.
(c) An Option shall expire by its terms at the expiration of the Option
Period and shall not be exercisable thereafter; provided, however, that
an Option may be exercised immediately upon the death of the Grantee
and for a period of up to 365 days after the death of the Grantee
despite the expiration during that time of the Option Period, except
that an Incentive Stock Option can never be exercised more than 10
years after its Grant Date.
(d) The Committee may provide in the Option Agreement for the expiration or
termination of the Option prior to the expiration of the Option Period,
upon the occurrence of any event specified by the Committee.
(e) The option price per share of Common Stock shall be determined by the
Committee at the time of grant but shall be not less than 100% of the
Fair Market Value of a share of Common Stock on the Grant Date.
(f) An Option shall not be transferable other than by will or the laws of
descent and distribution and, during the Grantee's lifetime, an Option
shall be exercisable only by the Grantee, or if the Grantee is disabled
and the Option remains exercisable, by his or her duly appointed
guardian or other legal representative.
(g) An option, to the extent that it has not previously been exercised,
shall terminate upon the earliest to occur of (1) the expiration of the
applicable Option Period as set forth in the Option Agreement granting
such Stock Option, (2) the expiration of 90 days after the Grantee's
Retirement, (3) the expiration of one year after the Grantee
5
<PAGE>
ceases to be an employee or director of the Company due to Total and
Permanent Disability, (4) subject to the application of the provisions
of subsection (c) above the expiration of one year after the Grantee
ceases to be an employee or director of the Company due to the death of
the Grantee, or (5) thirty days after the date on which a Grantee
ceases to be an employee or director of the Company for any reason
other than Retirement, Total and Permanent Disability or death, unless
the Option Agreement provides for earlier termination.
(h) A person electing to exercise an Option shall give written notice of
such election to the Company, in such form as the Committee may
require, accompanied by payment in cash or in such other manner as may
be approved by the Committee, of the full purchase price of the shares
of Common Stock for which the election is made. As determined by the
Committee, in its sole discretion, whether before or after the Grant
Date, payment in full or in part may be made in the form of
unrestricted Common Stock already owned by the Grantee or in the form
of a withholding of sufficient shares of Common Stock otherwise
issuable upon the exercise of the Option to constitute payment of the
purchase price based, in each case, on the Fair Market Value of the
Common Stock on the date the Option is exercised; provided that an
election to make such payment in Common Stock or to have shares so
withheld, in addition to being subject to the approval of the
Committee, shall be irrevocable.
Further, upon written request and authorization of the Grantee and to
the extent permitted by applicable law, the Committee may allow
arrangements whereby an Option may be exercised and the exercise price
(together with any tax withholding obligations of the Grantee) paid
pursuant to arrangements with brokerage firms permitted under
Regulation T of the Board of Governors of the Federal Reserve System
(or successor regulations or statutes). In no event, however, may such
transaction or arrangement take place if a violation by the Grantee of
the provisions of Section 16(b) of the Securities Exchange Act of 1934
("Section 16(b)"), if applicable, would result therefrom.
2.3 Incentive Stock Option Requirements
(a) An Option designated by the Committee as an Incentive Stock Option is
intended to qualify as an "incentive stock option" within the meaning
of Section 422(b) of the Code and shall satisfy, in addition to the
conditions of Section 2.2 above, the conditions set forth in this
Section 2.3.
(b) An Incentive Stock Option shall not be granted to an individual who, on
the Grant Date, owns stock possessing more than ten percent of the
total combined voting power of all classes of stock of the Company,
unless the Committee provides in the Option Agreement with any such
individual that the option price per share of Common Stock will not be
less than 110% of the Fair Market Value of a share of
6
<PAGE>
Common Stock on the Grant Date and that the Option Period will not
extend beyond five years from the Grant Date.
(c) The aggregate Fair Market Value, determined on the Grant Date, of the
shares of Common Stock as to which Incentive Stock Options are
exercisable for the first time by any Grantee with respect to the Plan
and incentive stock options (within the meaning of Section 422(b) of
the Code) under any other plan of the Company or any parent or
subsidiary thereof, in any calendar year shall not exceed $100,000.00.
ARTICLE III
GENERAL PROVISIONS
3.1 Adjustment Provisions
(a) In the event of (1) any dividend payable in shares of Common Stock; (2)
any recapitalization, reclassification, split-up or consolidation of,
or other change in, the Common Stock; or (3) an exchange of the
outstanding shares of Common Stock, in connection with a merger,
consolidation or other reorganization of or involving the Company or a
sale by the Company of all or a portion of its assets, for a different
number or class of shares of stock or other securities of the Company
or for shares of the stock or other securities of any other corporation
(whether issued to the Company or to its shareholders); the number of
shares of Common Stock available under the Plan pursuant to Section 1.3
shall be adjusted to appropriately reflect the occurrence of the event
specified in clauses (1), (2) or (3) above and the Committee shall, in
such manner as it shall determine in its sole discretion, appropriately
adjust the number and class of shares or other securities which shall
be subject to Options or the purchase price per share which must be
paid thereafter upon exercise of any Option. Any such adjustments made
by the Committee shall be final, conclusive and binding upon all
persons, including, without limitation, the Company, the sharehold ers
and directors of the Company and any persons having any interest in any
Options which may be granted under the Plan.
(b) Except as provided in paragraph (a) immediately above, issuance by the
Company of shares of stock of any class or securities convertible into
shares of stock of any class shall not affect the Options.
3.2 Additional Conditions
(a) Any shares of Common Stock issued or transferred under any provision of
the Plan may be issued or transferred subject to such conditions, in
addition to those specifically provided in the Plan, as the Committee
or the Company may impose.
7
<PAGE>
(b) If prior to the time a Grantee has exercised all Options, the Committee
or the Corporate Secretary of the Company receives from the Company
notice of suspected dishonesty of the Grantee, or of suspected conduct
by the Grantee which causes or reasonably may be expected to cause
substantial damage to the Company or one or more of its subsidiaries,
each Option, to the extent not previously exercised, shall terminate
immediately and neither the Grantee nor any one claiming under him
shall have any rights thereto.
3.3 No Rights as Shareholder or to Employment
No Grantee or any other person authorized to purchase Common Stock upon
exercise of an Option shall have any interest in or shareholder rights with
respect to any shares of Common Stock which are subject to any Option until
such shares have been issued and delivered to the Grantee or any such
person pursuant to the exercise of such Option. Furthermore, the Plan
shall not confer upon any Grantee any rights of employment with the
Company, including without limitation any right to continue in the employ
of the Company, or affect the right of the Company to terminate the
employment of a Grantee at any time, with or without cause.
3.4 General Restrictions
Each award under the Plan shall be subject to the requirement that, if at
any time the Committee shall determine that (a) the listing, registration
or qualification of the shares of Common Stock subject or related thereto
upon any securities exchange or under any state or federal law, or (b) the
consent or approval of any government regulatory body, or (c) an agreement
by the recipient of an award with respect to the disposition of shares of
Common Stock, is necessary or desirable as a condition of, or in connection
with, the granting of such award or the issue or purchase of shares of
Common Stock thereunder, such award may not be consummated in whole or in
part unless such listing, registration, qualification, consent, approval or
agreement shall have been effected or obtained free of any conditions not
acceptable to the Committee. A participant shall agree, as a condition of
receiving any award under the Plan, to execute any documents, make any
representations, agree to restrictions on stock transferability and take
any actions which in the opinion of legal counsel to the Company are
required by any applicable law, ruling or regulation. The Company is in no
event obligated to register any such shares, to comply with any exemption
from registration requirements or to take any other action which may be
required in order to permit, or to remedy or remove any prohibition or
limitation on, the issuance or sale of such shares to any Grantee or other
authorized person.
3.5 Rights Unaffected
(a) The existence of the Options shall not affect: the right or power of
the Company or its shareholders to make adjustments, recapitalization,
reorganizations or other
8
<PAGE>
changes in the Company's capital structure or its business; any issue
of bonds, debentures, preferred or prior preference stocks affecting
the Common Stock or the rights thereof; the dissolution or liquidation
of the Company, or sale or transfer of any part of its assets or
business; or any other corporate act, whether of a similar character or
otherwise. As a condition of grant, exercise or lapse of restrictions
on any Option, the Company may, in its sole discretion, withhold or
require the Grantee to pay or reimburse the Company for any taxes which
the Company determines are required to be withheld (including, without
limitation, any required FICA or AMT payments), in connection with the
grant of or any exercise of an Option. Whenever payment or withholding
of such taxes is required, the Grantee may satisfy the obligation, in
whole or in part, by electing to deliver to the Company shares of
Common Stock already owned by the Grantee or electing to have the
Company withhold shares of Common Stock which would otherwise be
delivered to the Grantee, in each case having a value equal to the
amount required to be withheld., and provided that such shares may be
surrendered only at the minimum statutory rate. For these purposes, the
value of the shares to be withheld is the Fair Market Value on the date
that the amount of tax to be withheld is to be determined (the "Tax
Date").
(b) An election by a Grantee to deliver shares of Common Stock already
owned by the Grantee or to have shares withheld for purposes of
subsection (a) of this section (an "Election") must meet the following
requirements in order to be effective:
(1) the Election must be made prior to the Tax Date;
(2) the Election is irrevocable;
(3) the Election may be disapproved by the Committee in its sole
discretion.
3.6 Choice of Law
The validity, interpretation and administration of the Plan, the Option
Agreement, and of any rules, regulations, determinations or decisions made
thereunder, and the rights of any and all persons having or claiming to
have any interest therein or thereunder, shall be determined exclusively in
accordance with the laws of the State of Alabama, except as the Delaware
General Corporation Law may apply to corporate law requirements imposed on
the Plan.
Without limiting the generality of the foregoing, the period within which
any action in connection with the Plan must be commenced shall be governed
by the Laws of the State of Alabama, without regard to the place where the
act or omission complained of took place, the residence of any party to
such action or the place where the action may be brought or maintained.
9
<PAGE>
3.7 Amendment, Suspension and Termination or Plan
(a) The Plan may be terminated, suspended or amended, from time to time, by
the Board of Directors in such respects as it shall deem advisable;
provided, however, that (i) any such amendment that would require
shareholder approval in order to ensure compliance with Rule 16b-3
under the Securities Exchange Act of 1934, or any successor rule
thereto, or any other applicable rules or regulations, shall be subject
to approval by the shareholders of the Company and (ii) any amendment
that would change the maximum aggregate number of shares for which
Options may be granted under the Plan (except as required under any
adjustments pursuant to Sections 1.3 and 3.1 hereof) shall be subject
to approval of the shareholders of the Company.
(b) Notwithstanding any other provision herein contained, no Incentive
Stock Options shall be granted on or after the tenth anniversary of the
approval of the Plan by the Board of Directors and the Plan shall
terminate and all Options previously granted shall terminate, in the
event and on the date of liquidation or dissolution of the Company.
(c) Whether before or after termination of the Plan, the Board of Directors
has full authority in accordance with Section 3.7(a) to amend the Plan,
effective for Options which remain outstanding under the Plan.
3.8 Loans
The Company may at any time, consistent with applicable regulations,
including Regulation 0 of the Federal Reserve Board and any Company policy
restricting or prohibiting loans to executive officers, lend to a Grantee
any funds required in connection with any aspect of the Plan, including
without limitation the exercise price and any taxes that must be paid or
withheld.
10
<PAGE>
Solicited by the Board of Directors
PROXY
Common Stock
Eufaula BancCorp, Inc.
Annual Meeting of Stockholders
May 19, 1999
The undersigned hereby appoints Greg B. Faison and Gloria Hagler, and
either of them, or such other persons as the board of directors of Eufaula
BancCorp, Inc. ("the Company"), may designate, proxies for the undersigned, with
full power of substitution, to represent the undersigned and to vote all of the
shares of Common Stock of the Company at the annual meeting of stockholders to
be held on May 19, 1999 and at any and all adjournments thereof.
1. Election of Directors:
Michael C. Dixon, Robert M. Dixon and James J. Jaxon, Jr.
[ ] FOR all nominees listed except [ ] WITHHOLD authority to
as marked to the contrary vote for all nominees
Instructions: To withhold authority to vote for any individual, strike a
line through the nominee's name in the above list:
2. To ratify and approve the appointment of Mauldin & Jenkins, LLC as
auditors for the Company for 1999.
( ) For ( ) Against ( ) Abstain.
3. To ratify and approve the Eufaula BancCorp, Inc. 1999 Stock Option
Plan.
( ) For ( ) Against ( ) Abstain.
4. In their discretion, to vote on such other matters as may properly
come before the meeting, but which are not now anticipated, to vote for the
election of any person as a director should any person named in the proxy
statement to be elected be unable to serve or for good cause cannot serve and to
vote upon matters incident to the conduct of the meeting.
This proxy is solicited on behalf of the board of directors and will be
voted as directed herein. If no direction is given, this proxy will be voted for
the persons named in proposal 1, for proposals 2 and 3 and in accordance with
the discretion of the proxy holders respecting proposal 4.
(TURN OVER)
<PAGE>
Please sign and date this proxy.
Dated: , 1999
--------------------------------------
Phone No:
-----------------------------------
- --------------------------------------------
(Signature of Stockholder)
- --------------------------------------------
(Signature of Stockholder, if more than one)
Please sign exactly as your name appears on this proxy. Agents, executors,
administrators, guardians and trustees must give full title as such. If shares
are held jointly, each stockholder must sign. Corporations should sign by their
president or other authorized officer.
