<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 by
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
FIRST COMMUNITY BANCORP, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Filing Fee Required.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------------
(4) Date Filed:
--------------------------------------------------------------------------
Notes:
<PAGE>
FIRST COMMUNITY BANCORP, INC.
827 JOE FRANK HARRIS PARKWAY, S.E.
P. O. BOX 280
CARTERSVILLE, GEORGIA 30120-0280
(770) 382-1495
APRIL 16, 1997
To the Shareholders of FIRST COMMUNITY BANCORP, INC:
You are cordially invited to attend the Annual Meeting of the Shareholders
of First Community Bancorp, Inc. (the "Company") to be held at First Community
Bank & Trust, 827 Joe Frank Harris Parkway, S.E., Cartersville, Georgia 30120,
on Wednesday, May 21, 1997, at 3:00 p.m. The official notice of the Annual
Meeting, Form of Proxy and the Proxy Statement of management of the Company and
the Company's 1996 Annual Report accompany this letter.
The principal business of the Annual Meeting will be to elect directors of
the Company and approve the adoption of the 1997 First Community Bancorp, Inc.
Incentive Stock Option Plan. We also will review the operations of the Company
and its subsidiary bank, First Community Bank & Trust, for the past year.
Your Company and its subsidiary, First Community Bank & Trust had a very
profitable year in 1996 as evidenced by the enclosed financial reports.
Earnings per share for 1996 was $2.98 compared with earnings in 1995 of $2.39,
after tax. The value of your investment increased significantly in 1996. Our
Return on Equity was 20.11 percent compared with 19.22 percent in 1995. We
appreciate your continued support and ask that you continue to refer your
friends and associates to "your bank".
The Board of Directors of the Company is divided into three Classes: Class
I, Class II and Class III. The terms of one class of directors (Class II)
expire in 1997, and those directors, Sammy L. Neal, H. Boyd Pettit, III and D.
Arnold Tillman, Jr. are standing for election at this time. All of the named
individuals are standing for election to serve as Class II directors for three-
year terms.
Whether or not you plan to attend the Annual Meeting, please mark, date and
sign the enclosed form of proxy, and return it to the Transfer Agent for the
Company in the envelope provided immediately. If you later decide to attend the
meeting, you may vote your shares in person.
Very truly,
/s/ J. Steven Walraven
----------------------
J. Steven Walraven
President and Chief Executive Officer
R.S.V.P. To enable us to plan adequate seating and refreshments, please notify
Connie Mitchell-White at (770)606-2264 if you will be attending the Shareholders
Meeting.
<PAGE>
FIRST COMMUNITY BANCORP, INC.
827 JOE FRANK HARRIS PARKWAY, S.E.
P. O. BOX 280
CARTERSVILLE, GEORGIA 30120-0280
(770) 382-1495
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 21, 1997
To the Shareholders of FIRST COMMUNITY BANCORP, INC.:
Notice is hereby given that the Annual Meeting of Shareholders of First
Community Bancorp, Inc. (the "Company") will be held on Wednesday, May 21, 1997
at 3:00 p.m., at First Community Bank & Trust, 827 Joe Frank Harris Parkway,
S.E., Cartersville, Georgia, for the following purposes:
(1) To elect three directors for three-year terms;
(2) To approve the adoption of the 1997 First Community Bancorp, Inc.
Incentive Stock Option Plan;
(3) To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on April 7, 1997, as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting.
All shareholders are requested to mark, date, sign and return the enclosed
form of proxy as soon as possible. If you attend the meeting and wish to vote
your shares in person, you may do so at any time before the proxy is exercised.
By Order of the Board of Directors
/s/ J. Steven Walraven
-------------------------------------
J. Steven Walraven
President and Chief Executive Officer
<PAGE>
FIRST COMMUNITY BANCORP, INC.
827 JOE FRANK HARRIS PARKWAY, S.E.
P. O. BOX 280
CARTERSVILLE, GEORGIA 30120-0280
(770) 382-1495
_________________________________
PROXY STATEMENT
_________________________________
INTRODUCTION
------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of First Community Bancorp, Inc. (the
"Company"), for use at the Annual Meeting of Shareholders (the "Annual Meeting")
to be held on Wednesday, May 21, 1997, at 3:00 p.m., at First Community Bank &
Trust, 827 Joe Frank Harris Parkway, S.E., Cartersville, Georgia 30120, and at
any adjournments thereof.
The Proxy Statement and form of proxy were first mailed to shareholders on
or about April 16, 1997. If the enclosed proxy is properly executed, returned
and not revoked, it will be voted in accordance with the specifications made by
the shareholder. IF THE FORM OF PROXY IS SIGNED AND RETURNED AND SPECIFICATIONS
ARE NOT MADE, THE PROXY WILL BE VOTED FOR THE ELECTION OF THE DIRECTOR NOMINEES
IDENTIFIED IN THIS PROXY STATEMENT AND FOR THE ADOPTION OF THE 1997 FIRST
COMMUNITY BANCORP, INC. INCENTIVE STOCK OPTION PLAN.
Shareholders who sign proxies have the right to revoke them at any time
before they are voted by delivering to the Corporate Secretary of the Company,
at the principal office of the Company, either an instrument revoking the proxy
or a duly executed proxy bearing a later date along with a copy to the Transfer
Agent. Shareholders who sign Proxies may also revoke them by attending the
Annual Meeting and voting in person.
VOTING AT THE ANNUAL MEETING
----------------------------
The close of business on April 7, 1997, has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Annual Meeting. As of the close of business on April 7, 1997, the authorized
common stock of the Company consisted of 10,000,000 shares, $1 par value (the
"Stock"), of which 415,103 shares were issued, outstanding and held of record by
827 shareholders. Each such share is entitled to one vote on the matters to be
presented at the Annual Meeting.
OWNERSHIP OF STOCK BY PRINCIPAL SHAREHOLDERS
--------------------------------------------
On April 7, 1997, there were no persons who beneficially owned five percent
or more of the outstanding shares of Stock to the best information and knowledge
of the Company.
ELECTION OF DIRECTORS
---------------------
Pursuant to the Company's Articles of Incorporation, its Board of Directors
is divided into three classes: Class I, Class II and Class III. The number of
directors is set in the Company's Bylaws, which may be amended from time to time
by the Board of Directors. Currently, the number of directors is 11. The
current terms of the Class I directors expire in 1999; those of the Class II
directors expire in 1997; and those of the Class III directors expire in 1998.
If the number of directors is modified, any increase or decrease in
directorships is apportioned among the classes so as to make all classes as
nearly equal in number as possible.
1
<PAGE>
The Board of Directors proposes that the three Class II nominees listed
below be elected as directors of the Company to serve for three years and until
their successors are duly elected and qualified. If any such nominees should
become unavailable to serve as a director (which is not now anticipated), then
the persons named as proxies reserve full discretion to vote for any other
person or persons as may be nominated.
In order to be elected as a director, a nominee must receive at least a
plurality of the votes cast in the election.
In 1996, the Board of Directors of the Company held five (5) meetings. All
Board of Directors attended at least 80% of the Board's meetings and committee
meetings, all directors attended at least 92% of all meetings of the full Board
of Directors and committee meetings.
The Company has a standing Audit Committee, composed of Earl Williamson,
Jr., D. Arnold Tillman, Jr., Jack Fournier, and L. Ross Whatley, III. Audit
Committee functions are as follows: Oversight of the Bank's internal accounting
controls, review of the internal audit, selection of the independent auditors,
review of the annual audit plan with the independent auditors, review of the
annual report, results of the independent audit, and interim financial
information, and review of the supervisory examination reports. The Audit
Committee met three (3) times during 1996.
The Company does not have a standing Nominating or Compensation Committee
of the Board of Directors or any other committees performing similar functions.
The Board of Directors of the Bank does have an Executive Committee which
assists the Board in discharging its obligations. The Executive Committee
consists of Fareed Z. Kadum, Sammy L. Neal, H. Boyd Pettit, III, J. Steven
Walraven and L. Ross Whatley, III, . The Executive Committee met one (1) time
in 1996.
The table set forth below shows for each director nominee and each
continuing director (a) his proposed or current class and term of office, (b)
his name, (c) his age at December 31, 1996, (d) the year he was first elected as
a director of the Company, (e) any positions held by him with the Company or its
subsidiary bank, First Community Bank & Trust (the "Bank"), other than as a
director, and (f) his business experience for the past five years:
CLASS I - CONTINUING DIRECTORS
CURRENT TERM EXPIRES IN 1999
----------------------------
<TABLE>
<CAPTION>
Year
First Positions with Company
Name Age Elected and Business Experience
- ---- --- ------- -----------------------
<S> <C> <C> <C>
C. Gregory Culverhouse 41 1989 Attorney and President, C. Gregory
Culverhouse & Associates, P.C.
(Attorney at Law)
Jack Fournier 59 1989 President and CEO, Speedknit Corporation
Fareed Z. Kadum, M.D. 45 1989 Physician and President, Cartersville OB/GYN Associates, P.C.
Michael L. McPherson 47 1990 Executive Vice President of Company since September 1990; Director,
Executive Vice President, and Senior Lending Officer of the Bank since
September 1990.
</TABLE>
2
<PAGE>
CLASS II - CONTINUING DIRECTORS
CURRENT TERM EXPIRES 1997
-------------------------
<TABLE>
<CAPTION>
Year
First Positions with Company
Name Age Elected and Business Experience
- ---- --- ------- -----------------------
<S> <C> <C> <C>
Sammy L. Neal 47 1989 Chief Executive Officer, Lanell's Motor Coach, Inc. and Neal's Motor
Coach, Inc. (charter bus services), Cartersville, Georgia
H. Boyd Pettit, III 44 1989 Attorney
D. Arnold Tillman, Jr., MD 35 1989 Physician
</TABLE>
CLASS III - DIRECTOR NOMINEES
TO SERVE A TERM OF THREE YEARS, UNTIL 1998
------------------------------------------
<TABLE>
<CAPTION>
Year
First Positions with Company
Name Age Elected and Business Experience
- ---- --- ------- -----------------------
<S> <C> <C> <C>
Terry N. Tumlin, DMD 43 1989 Dentist
J. Steven Walraven 48 1989 President and Chief Executive Officer of the Company since 1989;
President and Chief Executive Officer of the Bank since 1988.
L. Ross Whatley, III, MD 44 1989 Physician
Earl Williamson, Jr. 53 1989 Certified Public Accountant with Williamson & Company CPA's, P.C.
</TABLE>
EXECUTIVE OFFICERS
------------------
The following table sets forth for each officer of the Company (a) the
person's name, (b) his or her age at December 31, 1996, (c) the year he or she
was first elected as an officer of the Company and (d) his or her positions with
the Company and the Bank. All officers serve at the discretion of the Board.
<TABLE>
<CAPTION>
Year
First Positions with Company
Name Age Elected and Business Experience
- ---- --- ------- -----------------------
<S> <C> <C> <C>
J. Steven Walraven 48 1989 President and Chief Executive Officer of the Company since
June 1989; President and Chief Executive Officer of the Bank
since June 1988.
Michael L. McPherson 47 1990 Executive Vice President of the Company since September 1990; Director,
Executive Vice President and Senior Lending Officer of the Bank since
September 1990.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Year
First Positions with Company
Name Age Elected and Business Experience
- ---- --- ------- -----------------------
<S> <C> <C> <C>
Danny F. Dukes 37 1997 Vice President, Chief Financial and Operations Officer and Corporate
Secretary of the Company and the Bank beginning March 17, 1996;
Chief Financial Officer with Georgia Federal Credit Union from
March 1994 until March 1997; Vice President, Chief Financial & Operations
Officer with Fayette County Bank from March 1993 until March 1994;
Vice President, Internal Auditor, Compliance & Security
Officer from June 1991 until March 1993.
</TABLE>
INDEBTEDNESS OF OFFICERS AND DIRECTORS
--------------------------------------
The Company's directors and officers and certain business organizations and
individuals associated with them have been customers of and have had banking
transactions with the Bank and are expected to continue such relationships in
the future. Pursuant to such transactions, the Company's directors and officers
from time to time have borrowed funds from the Bank for various business and
personal reasons. The extensions of credit made by the Bank to the Company's
directors and officers (a) were made in the ordinary course of business, (b)
were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons and (c) did not involve more than a normal risk of collectibility
or present other unfavorable features.
STOCK OWNED BY MANAGEMENT
-------------------------
The following table sets forth the number of shares of Stock beneficially
owned by each director nominee and each continuing director of the Company and
Officers as of April 7, 1996 and by all director nominees, continuing directors
and officers of the Company, as a group. Unless otherwise indicated, each
person is the record owner of and has sole voting and investment powers over his
shares.
<TABLE>
<CAPTION>
Name of Nominee Number of Shares Percent
or Director or Officer Beneficially Owned of Class
- -------------------------------- ------------------- -----------
<S> <C> <C>
C. Gregory Culverhouse 11,710 2.8
Jack Fournier 20,012 (1) 4.8
Fareed Z. Kadum,M.D. 10,982 (2) 2.6
Michael L. McPherson 5,833 (8) 1.4(a)
(650 Shares Subject to Option)
Sammy L. Neal 13,904 (3) 3.3
H. Boyd Pettit,III 8,475 2.0
D. Arnold Tillman, Jr., MD 5,000 1.2
</TABLE>
4
<PAGE>
Name of Nominee Number of Shares Percent
or Director or Officer Beneficially Owned of Class
- ---------------------- ------------------ --------
<TABLE>
<CAPTION>
<S> <C> <C>
Terry N. Tumlin,D.M.D. 10,510 (4) 2.5
J. Steven Walraven 5,230 (5) 3.5(a)
(9,102 Shares Subject to Option)
Lewis Ross Whatley, 17,109 (6) 4.1
III, M.D.
Earl Williamson, Jr.,CPA 9,494 (7) 2.3
All Directors and
Principal Officers
as a Group (11 persons) 118,259 28.5
</TABLE>
Footnotes
- ---------
(a) Mr. Walraven's and Mr. McPherson's "Percent of Class" has been calculated
assuming the exercise of all options exercisable by him within 60 days
after March 31, 1997.
(1) Includes (a) 18,288 shares owned of record jointly by Mr. Fournier and his
wife, as to which they share voting and investment powers, (b) 862 shares
owned of record by Mr. Fournier and (c) 862 shares owned of record by Mr.
Fournier's wife, as to which Mr. Fournier shares voting and investment
powers.
(2) Includes (a) 7,821 shares owned of record by Dr. Kadum, (b) 461 shares
owned of record by Dr. Kadum's wife, as to which Dr. Kadum shares voting
and investment powers, (c) 700 shares owned of record by Dr. Kadum as
trustee for his minor children and (d) 2,000 shares owned of record by
Cartersville OB/GYN.
(3) Includes (a) 8,904 shares owned of record by Mr. Neal, (b) 5,000 shares
owned of record by Mr. Neal's wife, as to which Mr. Neal shares voting and
investment powers.
(4) Includes (a) 4,100 shares owned of record by Mr. Tumlin, (b) 3,000 shares
owned of record by Terry N. Tumlin, D.M.D. P.C. Pension Trust Account, as
to which Mr. Tumlin is the beneficial owner, and 3,410 shares owned of
record by Terry N. Tumlin, D.M.D., P.C. Profit Sharing Plan Trust Account,
as to which Mr. Tumlin is the beneficial owner.
(5) Includes (a) 4,950 shares owned of record by Mr. Walraven, (b) 170 shares
owned of record by Mr. Walraven's wife, as to which Mr. Walraven shares
voting and investment powers but as to which he disclaims beneficial
ownership, (c) 10 shares owned of record by Mr. Walraven's minor children,
as to which Mr. Walraven shares voting and investment powers, and (d) 100
shares owned of record by Mr. Walraven as custodian for his minor children,
as to which Mr. Walraven has sole voting and investment powers but as to
which he disclaims beneficial ownership.
(6) Includes (a) 8,243 shares owned of record by Dr. Whatley, (b) 8,700 shares
owned of record by Cartersville Radiology Group P.C., Money Purchase
Pension Plan, F.B.O. Lewis Ross Whatley, III, as to which Mr. Whatley is
the beneficial owner and (c) 166 shares owned of record jointly by Mr.
Whatley and his minor child, as to which Mr. Whatley shares voting and
investment powers but disclaims beneficial ownership.
5
<PAGE>
(7) Includes (a) 8,651 shares owned of record by Mr. Williamson, (b) 1,000
shares owned of record by Mr. Williamson jointly with Ronald G. Smith, as
to which Mr. Williamson shares voting and investment powers, (c) 137 shares
owned of record by Mr. Williamson as custodian for his minor child, as to
which Mr. Williamson shares voting and investment powers, (d) 706 shares
owned of record by Mr. Williamson's wife, as to which he shares voting and
investment powers but disclaims beneficial ownership.
(8) Includes (a) 4,300 shares owned of record by Mr. McPherson, (b) 1333 shares
owned of record jointly by Mr. McPherson, and his wife, as to which they
share voting and investment powers, (c) 200 shares owned of record by Mr.
McPherson's minor child, as to which Mr. McPherson shares voting and
investment powers, but disclaims beneficial ownership. On November 15,
1994, Mr. McPherson was granted an option for 650 shares of common stock
for the Company under the plan. The exercise price of these shares is
$12.50 per share and the fair market value of the unexercised options as of
December 31, 1994 was $12.50 per share based on the analysis of the trades
during the year. The expiration date of these shares is November 15, 2001.
On November 21, 1995, Mr. McPherson was again granted an option for 450
shares of common stock of the Company under the plan. The exercise price
of these shares is $16.13 per share and the fair market value of these
shares was $13.44 per share on the date of the grant based on the analysis
of the trades during the year. The expiration date of these shares is
November 21, 2002.
COMPENSATION OF OFFICERS AND DIRECTORS
--------------------------------------
GENERAL
-------
The Company has not paid any remuneration to its officers and directors since
its formation. It is not currently anticipated that the Company will pay any
remuneration to its officers and directors. The Bank paid the following
remuneration to its executive officers in 1996:
SUMMARY COMPENSATION TABLE
--------------------------
The following table sets forth compensation earned from the Bank in 1996, 1995,
and 1994, by the Executive Officers of the Company:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
ANNUAL LONG-TERM ALL OTHER
COMPENSATION COMPENSATION COMPENSATION
- ------------------------------------------------------------------------------------------------------------------------------------
AWARDS PAYOUTS
---------------------------------------------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NAME AND YEAR SALARY BONUS OTHER RESTRICTED OPTIONS LTIF OTHER
PRINCIPAL POSITION ANNUAL STOCK SARS PAYOUTS COMPEN-
COMPEN- AWARDS SATION
SATION
J. STEVEN WALRAVEN 1996 $ 94,627 $18,985 $ 9,132 - 0 - -
CEO/PRESIDENT
1995 89,016 8,902 19,738 - 600 - -
1994 80,548 4,317 12,635 - 800 - -
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
NOTE: ON NOVEMBER 15, 1994, MR. J. STEVEN WALRAVEN, PRESIDENT & CEO OF THE
COMPANY, WAS GRANTED OPTION FOR 800 SHARES OF COMMON STOCK OF THE COMPANY UNDER
THE PLAN. THE EXERCISE PRICE OF THESE SHARES IS $12.50 PER SHARE AND THE FAIR
MARKET VALUE OF THESE SHARES WAS $12.50 PER SHARE ON THE DATE OF THE GRANT BASED
ON THE ANALYSIS OF THE TRADES DURING THE YEAR. THE EXPIRATION DATE OF THESE
SHARES IS NOVEMBER 15, 2001. ON NOVEMBER 21, 1995, MR. WALRAVEN WAS AGAIN
GRANTED AN OPTION FOR 600 SHARES OF COMMON STOCK OF THE COMPANY UNDER THE PLAN.
THE EXERCISE PRICE OF THESE SHARES IS $16.13 PER SHARE AND THE FAIR MARKET VALUE
OF THESE SHARES WAS $13.44 PER SHARE ON THE DATE OF THE GRANT BASED ON THE
ANALYSIS OF THE TRADES DURING THE YEAR. THE EXPIRATION DATE OF THESE SHARES IS
NOVEMBER 21, 2002.
DURING 1988, MR. WALRAVEN EXECUTED AN EMPLOYMENT AGREEMENT WITH THE BANK FOR A
TERM OF THREE YEARS. PURSUANT TO THIS AGREEMENT HE WAS GRANTED OPTIONS FOR
4,151 SHARES IN 1990 AND 4,151 SHARES IN 1991 AT AN EXERCISE PRICE OF $8.75 AND
$8.04 PER SHARE, RESPECTIVELY. THE EXPIRATION DATE OF THE OPTIONS GRANTED IN
1990 IS JUNE 2, 1997. THE EXPIRATION DATE OF THE OPTIONS GRANTED IN 1991 IS
JUNE 18, 1998. THE FAIR MARKET VALUE OF THE UNEXERCISED OPTIONS AS OF DECEMBER
31, 1995 WAS $15.30 PER SHARE BASED ON THE ANALYSIS OF THE TRADES DURING THE
YEAR.
OPTION/SAR GRANTS IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
====================================================================================================
<S> <C> <C> <C> <C>
NAME SHARES VALUE NUMBER OF SECURITIES VALUE OF
ACQUIRED REALIZED UNDERLYING UNEXERCISED
ON ($) UNEXERCISED IN-THE-MONEY
EXERCISE (#) OPTIONS/SARS OPTIONS/SARS
AT FY-END (#) AT FY-END ($)
EXERCISABLE EXERCISABLE/
UNEXERCISABLE UNEXERCISABLE
(A) (B) (C) (D) (E)
- ----------------------------------------------------------------------------------------------------
J. STEVEN WALRAVEN --- --- 9,102 $104,666.71
====================================================================================================
</TABLE>
Note (1): Calculated on the basis of fair market value of shares of $20.00.
For a list of option shares held by Mr. Walraven, and the exercise price for
each, see discussion in the two paragraphs preceding this table.
COMPENSATION OF DIRECTORS
-------------------------
During 1996, all of the Company's directors also served as directors of the
Bank. During 1996, none of the directors were paid for their service as
director of the Company. The Directors were paid for their service as director
of the Bank and any committee on which they served in 1996. The Bank paid the
directors $ 64,100.00 during 1996; $ 40,200.00 was paid for attending board of
directors meetings and $23,900.00 was paid for attending committee meetings.
The Chairman of the Board of Directors receives $350 compensation for each
regular meeting attended, with each Board Member receiving $300. Committee
Meeting Members receive $50 for each committee meeting attended with the
Chairman of the Loan Committee receiving $75 with a maximum compensation fee of
one per day. Compensation fees are paid on the contingency of attendance.
The First Community Bank & Trust Director's Indexed Fee Continuation Program
(the "Program") became effective on August 28, 1995. Under the Program, each
participating Director may be entitled to: (1) the accumulated balance in his
or her Pre-Retirement Account consisting of the annual earnings or loss of the
aggregate annual after-tax income from certain life insurance contracts on
7
<PAGE>
the lives of participating Directors less the annual cost of funds expense from
the effective date until his or her retirement date, payable in ten equal annual
installments commencing thirty days following his or her retirement date; and
(2) the Index Retirement Benefit consisting of the annual earnings or loss of
the aggregate annual after-tax income from certain life insurance contracts on
the lives of participating Directors less the annual cost of funds expense from
his or her retirement date until death. In addition to these payments, each
Director is entitled to defer his or her Director fee up to $5,000.00 each year
for five years with the accumulated balance, plus interest, payable in lump sum
to the participating Director, or his or her estate, upon reaching his or her
retirement date.
EMPLOYMENT AGREEMENTS AND COMPENSATION PLANS
--------------------------------------------
During 1988, the President of the Bank executed an employment agreement with
the Bank for a term of three years. This agreement expired in 1991 and the
President of the Bank continues his employment without a written agreement.
Compensation to the President of the Bank is included in the cash compensation
table above.
Pursuant to the terms of a Plan of Reorganization effected in 1989,
shareholders who had previously held shares of the Bank's common stock received,
instead, shares of the Company's common stock. Similarly, options, and warrants
issued by the Bank prior to the effective date of the reorganization were
converted from options to purchase shares of the Bank's common stock to options
and warrants to purchase shares of the Company's common stock. The options
described in the following paragraph were granted by the Bank prior to the
reorganization and were converted as a result of the reorganization.
The employment agreement executed with the President provided that he would
receive options to purchase up to 12,453 shares of stock. Under the Agreement,
he received an option for 4,151 shares in 1990 and 4,151 shares in 1991 for a
total of 8,302 shares. No additional options are available under the former
employment agreement. All options will be exercisable at a price per share
equal to the book value of the stock when the option was granted and will be
exercisable for a period of seven (7) years following this grant.
On May 25, 1994, the shareholders of the Company approved the 1994 Incentive
Stock Option plan (the " 1994 Plan"). Under the 1994 Plan, up to 20,000 shares
of common stock of the Company may be issued to key employees. The option price
for the shares of common stock is equal to or greater than the fair market value
of such shares on the date on which the option covering such shares is granted.
The 1994 Plan shall be effective as of June 1, 1994 and shall continue in effect
until May 31, 2004, unless earlier terminated.
Mr. J. Steven Walraven, President & CEO of the Company, was granted options
for 800 shares of common stock of the Company under the 1994 Plan on November
15, 1994. The exercise price of these shares is $12.50 per share and the fair
market value of the unexercised options was $12.50 per share on the date of the
grant based upon the analysis of trades during the year. The options expire
November 15, 2001.
On November 21, 1995, Mr. Walraven was again granted an option for 600 shares
of common stock of the Company under the 1994 Plan. The exercise price of these
shares is $16.13 per share and the fair market value of these shares was $13.44
per share on the date of the grant based on the analysis of the trades during
the year. The expiration date of these shares is November 21, 2002.
8
<PAGE>
FIRST COMMUNITY BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN
-----------------------------------------------------------
WITH 401(K) PROVISIONS
----------------------
At a meeting of the Board of Directors held on February 10, 1997, the Board
voted to adopt the First Community Bancorp, Inc. Employee Stock Ownership Plan
with 401(k) provisions (hereinafter "KSOP"). The KSOP is a complete amendment
and restatement of The First Community Bank & Trust Profit Sharing Plan and
Trust ("Profit Sharing Plan") that was originally effective April 1, 1993. The
KSOP was adopted as part of a retirement system to provide all employees with
fair and reasonable retirement benefits by allowing employees to save for their
own retirement through pretax contributions to the KSOP. The KSOP permits
employees to acquire beneficial interest in common stock of the company through
contributions made by the Bank and optional pretax salary reduction
contributions by the employees. Current participants in the profit sharing plan
will continue to participate in the KSOP; thereafter, new employees will become
eligible to participate in the KSOP on the first January 1st of July 1st
following their initial date of service, provided that they have attained the
age of 18 and are employed for the position requiring the completion of at least
1,000 hours of service during the year.
Contributions to the KSOP are made as follows: every year the Board of
Directors will decide whether to make an optional contribution to the KSOP and
the amount of any such KSOP contribution. Such contributions are allocated
among the employees in the ratio that each employee's contributions bears to the
total compensation of all participants. In addition, employees may authorize
the company to make elective contributions on their behalf. Elective
contributions are withheld from the pay which an employee would otherwise
receive. Finally, the company may contribute on an employee's behalf to the
KSOP an amount based on such employee's elective contributions, otherwise known
as matching contributions.
APPROVAL OF 1997 INCENTIVE STOCK OPTION PLAN
--------------------------------------------
In the interest of encouraging stock ownership of First Community Bancorp,
Inc. by directors, executive officers, and other key employees of the company
and its bank subsidiary, providing an incentive for such individuals to improve
profitability, and assisting the company and its bank subsidiary in attracting
and retaining key employees and directors, the Board of Directors at a meeting
held on February 10, 1997, voted to adopt, subject to approval by a majority of
the bank shareholders within twelve months time thereafter, the 1997 First
Community Bancorp, Inc. stock option plan ("1997 Plan").
The 1997 Plan authorizes the granting of up to 70,000 shares of common stock
of the company through incentive stock options and non-qualified stock options
to one or more directors and full time, salaried officers and other key
employees of the company as the Board may from time to time in its discretion
determine. The 1997 Plan defines "incentive stock options" as an option that is
an incentive stock option within the meaning of Section 422 of the Internal
Revenue Code. A "non-qualified stock option" is defined by the 1997 Plan as an
option that is not an incentive stock option. Directors are only eligible to
receive non-qualified stock options under the terms of the 1997 Plan.
The Board of Director shall administer the 1997 Plan, determine which
employees and directors will receive options, and, subject to the terms of the
1997 Plan determine the form and terms of the stock option agreements pursuant
to which options are granted. Under the terms of the 1997 Plan, the Board may
from time to time grant incentive stock options to purchase shares of the common
stock of the company at a price payable in cash and/or common stock of the
company which may not be less than the fair market value of such shares on the
date of granting the option (or 110% of such amount if the option is granted to
an individual owning stock possessing more than 10% of the total combined voting
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power of all classes of stock of the company). However, with regard to non-
qualified stock options, the option price is set in the Board's sole and
absolute discretion.
Each non-qualified and incentive stock option granted under the 1997 Plan
shall expire not more than ten (10) years from the date it is granted, except
that each incentive stock option granted under the 1997 Plan to an individual
owning stock possessing more than 10% of the total combined voting power of all
classes of stock of the company shall expire not more than five (5) years from
the date the option is granted. Any option granted under the 1997 Plan must also
by its terms be non-transferable other than at death and must be exercisable
during the employee's lifetime only by the employee. The Board may not grant any
incentive stock options under the 1997 Plan to the extent that such a grant
would cause the aggregate fair market value of any such options plus any
incentive stock options qualified under Section 422 of the Internal Revenue Code
and granted under any other plans of the company exercisable by any one
recipient during any one calendar year to exceed $100,000.00. An option granted
under the 1997 Plan is deemed to be "vested" once it is exercisable by the
recipient under the terms of the stock option agreement under which it is
granted.
Upon termination of a person who holds an option granted pursuant to the 1997
Plan, any vested options held by such person must be exercised within three (3)
month of such person's termination. Upon retirement of a person who has been
granted options pursuant to the 1997 Plan, such options, which shall become
vested as of such person's retirement date, shall be exercisable within three
(3) months of such person's retirement date. If a person who has been granted
options pursuant to the 1997 Plan becomes disabled as defined in the 1997 Plan,
such person's options, which shall become vested as of the date on which such
person becomes disabled, shall be exercisable within three (3) months of the
date on which such person becomes disabled. Upon failure to exercise the
options in a timely fashion after one of the foregoing events, all options shall
be forfeited.
If a person who is a director ceases to be a director for a reason other than
death, and such person holds options pursuant to the 1997 Plan, those options
granted shall be exercisable within three (3) months of the termination.
However, if a person who is a director dies prior to the exercise or expiration
of his or her options, such options shall become subject to immediate exercise
and the person's estate, personal representatives, or beneficiary shall have the
right to exercise such options within 180 days from the date of such person's
death.
Federal income tax treatment of options under the 1997 Plan will be generally
as follows:
(A) No income is realized by the recipient of an option at the time of the
grant;
(B) Upon exercise of a non-qualified option, ordinary income is realized
by the optionee in an amount equal to the excess of the fair market
value of the shares on the date of exercise over the option price, and
subject to the limitations described below, the company receives a tax
deduction for the same amount; upon disposition of the shares,
appreciation or depreciation after the exercise date is treated as
either short term or long term capital gain or loss depending upon
whether the shares have been held for more than twelve (12) months
after such date; certain additional rules apply if the option price
for an option is paid in shares previously owned by the optionee and;
(C) Upon exercise of an incentive stock option, no income is realized by
the optionee and the corporation receives no tax deduction provided
the optionee holds the shares for at least one (1) year from the
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date of exercise and two (2) years from the date of grant; if the
shares are held for such periods, appreciation or depreciation from
the option price is treated as long term capital gain or loss by the
optionee upon disposition; however, the excess of the fair market
value of the shares as of the date of exercise over the option price
will constitute an adjustment to taxable income for purposes of the
alternative minimum tax; if the shares are not held for such periods,
the excess of the fair market value of the shares on the date of
exercise or, if less, the fair market value on the date of
disposition, over the option price will be taxable as ordinary income
to the optionee at the time of disposition, and subject to the
limitations described below, a corresponding deduction by the
corporation will be allowable; certain additional rules apply if the
option price for an option is paid in shares previously owned by the
optionee.
The foregoing discussion is for general information only, and it is not
intended as tax advice to any individual. It does not address the state, local
or foreign tax treatment of options under the 1997 Plan.
The 1997 Plan provides for the use of authorized but unissued shares or
treasury shares. The 1997 Plan shall terminate, and no options may be granted
thereunder after the tenth anniversary of the date on which the 1997 Plan is
approved by shareholders. Further, the Board of Directors may at any time
alter, amend, suspend, or terminate the 1997 Plan in whole or in part except
that no such action may be taken which changes the minimum option price,
increases the maximum term of options, materially increases the benefits
accruing to recipients of stock options under the 1997 Plan, materially
increases the number of securities that may be issued, or materially modifies
the requirements as to eligibility for participation in the 1997 Plan.
Benefits under the 1997 Plan to the CEO and any other executive officer who
might qualify for inclusion in the summary compensation table on page six (6)
are not currently determinable because the 1997 plan is discretionary.
Information with respect to grants of options to the CEO under the 1994 Plan is
disclosed in the summary compensation table on page six (6).
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF
THE FIRST COMMUNITY BANCORP, INC. 1997 STOCK OPTION PLAN.
SHAREHOLDER PROPOSALS
---------------------
Any shareholder of the Company wishing to submit a proposal for action at
the next annual meeting of shareholders of the Company and desiring inclusion of
the same in management's proxy materials must provide a written copy of the
proposal to management of the Company at its principal executive office not
later than December 27, 1997. Any such proposal must comply in all respects
with the rules and regulations of the Securities and Exchange Commission.
OTHER MATTERS
-------------
The Board of Directors of the Company knows of no other matters which may
be brought before the Annual Meeting. If, however, any matter other than the
election of directors or matters incident thereto should properly come before
the Annual Meeting, votes will be cast pursuant to the proxies in accordance
with the best judgement of the proxyholders.
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EXPENSES AND SOLICITATION OF PROXIES
------------------------------------
All expenses of the proxy solicitation will be paid by the Company. In
addition to solicitation by mail, certain directors, officers and regular
employees of the Company and the Bank may solicit proxies by telephone, telegram
or personal interview for which they will receive no compensation in addition to
their regular salaries. The Company may request brokerage houses and
custodians, nominees and fiduciaries to forward soliciting material to the
beneficial owners of Stock held of record by such persons, and if requested will
reimburse them for their reasonable out-of-pocket expenses in connection
therewith.
FORM 10-KSB
-----------
UPON RECEIPT OF A WRITTEN REQUEST, THE COMPANY WILL, WITHOUT CHARGE,
FURNISH ANY OWNER OF COMMON STOCK A COPY OF ITS ANNUAL REPORT TO THE SECURITIES
AND EXCHANGE COMMISSION ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31,
1996, INCLUDING FINANCIAL STATEMENTS AND THE SCHEDULES THERETO. COPIES OF
EXHIBITS TO THE FORM 10-KSB ARE ALSO AVAILABLE UPON SPECIFIC REQUESTS AND
PAYMENT OF A REASONABLE CHARGE OF REPRODUCTION. SUCH REQUESTS SHOULD BE
DIRECTED TO DANNY F. DUKES, CORPORATE SECRETARY OF THE COMPANY, AT POST OFFICE
BOX 280, 827 JOE FRANK HARRIS PARKWAY, S.E., CARTERSVILLE, GEORGIA 30120-0280.
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FIRST COMMUNITY BANCORP, INC.
STOCK OPTION PLAN
ARTICLE I - PURPOSE OF PLAN
1.1 PURPOSE OF PLAN. The purposes of this Plan are to encourage the stock
ownership of First Community Bancorp, Inc. by directors, officers, and
other key employees of the Company and its Bank subsidiary, to provide an
incentive for such individuals to improve profitability, and to assist the
Company and subsidiary in attracting and retaining key employees and
directors through the grant of Options.
ARTICLE II - DEFINITIONS
2.1 AWARD means Options granted hereunder.
2.2 BANK means First Community Bank & Trust, a financial institution organized
under the laws of the State of Georgia.
2.3 BOARD means the Board of Directors of the Company.
2.4 CODE means the Internal Revenue Code of 1986, as amended. Reference in
this Plan to any section of the Code shall be deemed to include any
amendments or successor provisions to such section and any regulations
promulgated thereunder.
2.5 COMPANY means First Community Bancorp, a Georgia business corporation
registered as a bank holding company under the Bank Holding Company Act of
1956, or any successors as described in Article XI.
2.6 DATE OF DISABILITY means the date on which a Participant is classified as
Disabled.
2.7 DEATH means a Participant's death while holding Options granted under this
Plan.
2.8 DIRECTOR means a member of the Board who is not also employed by the
Company or the Bank as an employee.
2.9 DISABILITY or DISABLED means the permanent inability of a Participant to
perform the duties and responsibilities for which he was employed by the
Company or the Bank due to reasons of health or mental incapacity.
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2.10 ELIGIBLE EMPLOYEE means any person employed by the Company or the Bank on
a full-time, salaried basis who satisfies all of the requirements of
Article VI.
2.11 FAIR MARKET VALUE means the fair market value of the Stock, as determined
by the Board; provided, however, that (i) if the Stock is admitted to
quotation on the National Association of Securities Dealers Quotation
system on the date that the Option is granted, Fair Market Value shall not
be less than the average of the highest bid and lowest asked prices of the
Stock on such system on such date, or (ii) if the Stock is admitted to
trading on a national securities exchange on the date the Option is
granted, Fair Market Value shall not be less than the last sale price
reported for the Stock on such exchange on such date or, in the absence of
such a reported sale price, on the last date preceding such date on which
a sale was reported.
2.12 INCENTIVE STOCK OPTION means an Option that is an incentive stock option
within the meaning of Section 422 of the Code and that is granted under
Article VII.
2.13 NONQUALIFIED STOCK OPTION means an Option that is not an Incentive Stock
Option and that is granted under Article VII.
2.14 OPTION means either a Nonqualified Stock Option or an Incentive Stock
Option granted under Article VII.
2.15 PARTICIPANT means a Director or Eligible Employee who has been granted an
Award under this Plan.
2.16 PLAN means this First Community Bancorp, Inc. Stock Option Plan.
2.17 RETIREMENT means normal retirement by an employee from the Company under a
retirement plan maintained by the Company.
2.18 RETIREMENT DATE is the employee's date of Retirement.
2.19 STOCK means the common stock, par value $1.00 per share, of the Company.
2.20 STOCK OPTION AGREEMENT means an agreement with respect to Options as
described in Article VIII.
2.21 TERMINATION means (i) in the case of an Eligible Employee, the resignation
or discharge from employment with the Company, except in the event of
Death, Disability, or Retirement, and (ii) in the case of a Director, the
resignation or removal from, or the expiration of the term of service on,
the Board.
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2.22 VESTED OPTION means, at any date, an Option that a Participant is then
entitled to exercise pursuant to the terms of a Stock Option Agreement.
ARTICLE III - EFFECTIVE DATE AND DURATION
3.1 EFFECTIVE DATE. Except as provided to the contrary herein, this Plan shall
be effective as of February 1, 1997.
3.2 PERIOD FOR GRANTS OF AWARDS. Awards may be made as provided herein for a
period of ten (10) years after the initial effective date of the Plan.
3.3 SHAREHOLDER APPROVAL. The Plan shall be submitted to the shareholders of
the Company for approval within 12 months after the date the Plan is
adopted by the Board.
3.4 TERMINATION. This plan shall be terminated as provided in Article XII, but
shall continue in effect until all matters relating to the payment of
Awards and the administration of the Plan have been settled.
ARTICLE IV - ADMINISTRATION
4.1 ADMINISTRATION. This Plan shall be administered by the Board. All
questions of interpretation and application of this Plan, or of the terms
and conditions pursuant to which Awards are granted, exercised, or
forfeited under the provisions hereof, shall be subject to the
determination of the Board. Such determination shall be final and binding
upon all parties affected thereby. A majority vote of the members of the
Board shall be required for all of its actions.
ARTICLE V - GRANT OF AWARDS AND LIMITATIONS ON NUMBER OF SHARES OF STOCK AWARDED
5.1 GRANT OF AWARDS; NUMBER OF SHARES. The Board may, from time to time, grant
Awards of Options to one or more Directors and/or Eligible Employees;
provided that:
(a) Subject to any adjustment pursuant to Article X or Article XI, the
aggregate number of shares of Stock subject to Awards under this Plan
may not exceed 70,000 shares;
(b) Except with respect to shares that are the subject of Options
repurchased pursuant to Section 7.4, to the extent that an Award
lapses or the rights of the Participant to whom it was granted
terminate, or to the extent that the Award is canceled by mutual
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agreement of the Board and the Participant (which cancellation
opportunities may be offered by the Board to Participants from time to
time), any shares of Stock subject to such Award shall again be
available for the grant of the Award hereunder;
(c) Shares of Stock ceasing to be subject to an Award because of the
exercise of an option shall no longer be available for the grant of an
Award hereunder;
(d) Directors shall not be eligible to receive awards of Incentive Stock
Options hereunder; and
(e) Shares of Stock that are the subject of grants of Options under this
Plan shall be set aside out of authorized but unissued shares of Stock
not reserved for other purposes.
In determining the size of Awards, the Board may take into account a
Participant's responsibility level, performance potential, cash
compensation level, the Fair Market Value of the Stock at the time of
Awards, and such other considerations as it deems appropriate.
ARTICLE VI - ELIGIBILITY
6.1 ELIGIBLE INDIVIDUALS. Full-time, salaried officers and other key employees
of the Company (including officers or employees who are members of the
Board) and Directors shall be eligible to receive Awards under this Plan,
provided they are residents of the State of Georgia. Subject to the
provisions of this Plan, the Board shall from time to time select from
such eligible persons those to whom Awards shall be granted and determine
the size of the Awards. A Participant may hold more than one Option at any
one time. No Director, officer, or employee of the Company shall have any
right to be granted an Award under this Plan, as all Awards granted
hereunder are granted in the sole and absolute discretion of the Board, as
provided herein.
ARTICLE VII - OPTIONS
7.1 GRANTS OF OPTIONS. Awards shall be granted to Participants in the form of
Options to purchase Stock.
7.2 TYPE OF OPTION. The Committee may choose to grant a Participant who is a
Director Nonqualified Stock Options and it may choose to grant a
Participant who is an Eligible Employee either Incentive Stock Options or
Nonqualified Stock Options or both, subject to the limitations contained
herein.
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7.3 INCENTIVE STOCK OPTION DOLLAR LIMITATIONS. If the Board grants Incentive
Stock Options, the aggregate Fair Market Value (determined at the time the
Option is granted) of any such Options plus any incentive stock options
qualified under Section 422 of the Code and granted under any other plans
of the Company that shall be first exercisable by any one Participant
during any one calendar year shall not exceed $100,000, or such other
dollar limitation as may be provided in the Code.
7.4 BOARD LIMITATIONS AND COMPANY REPURCHASE OF OPTIONS. Grants of Options
hereunder shall be subject to guidelines adopted by the Board with respect
to the timing and size of such Options. In addition, the Board may, in its
discretion, provide that an Option may not be exercised in whole or in
part for any period or periods specified by the Board. In the discretion
of the Board, the Company may agree to repurchase Options for cash.
ARTICLE VIII - TERMS AND CONDITIONS OF STOCK OPTION AGREEMENTS
8.1 STOCK OPTION AGREEMENTS. Awards shall be evidenced by Stock Option
Agreements in such form as the Board shall, from time to time, approve.
Such Stock Option Agreements, which need not be identical, shall comply
with and be subject to the following terms and conditions:
(a) MEDIUM OF PAYMENT. Upon exercise of the Option, the Option price shall
be payable in United States dollars in cash or by certified check,
bank draft, money order payable to the order of the Company, of Stock,
or a combination thereof.
(b) NUMBER OF SHARES. The Stock Option Agreement shall state the total
number of shares to which it pertains.
(c) OPTION PRICE. With respect to Incentive Stock Options, the Option
price shall be not less than the Fair Market Value of such shares on
the date of granting of the Option (or one hundred ten percent (110%)
of such amount if the Option is granted to an individual owning stock
possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company). With respect to
Nonqualified Stock Options, the Option price shall be set in the
Board's sole and absolute discretion.
(d) TERM OF OPTIONS. Each Nonqualified and Incentive Stock Option granted
under this Plan shall expire not more than ten (10) years from the
date the Option is granted, except that each incentive Stock Option
granted under the plan to an individual owning stock possessing more
than ten percent (10%) of the total combined voting power of all
classes of stock of the Company shall expire not more than five (5)
years from the date the Option is granted.
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(e) DATE OF EXERCISE. Except for such limitations as may be provided by
the Board in its discretion pursuant to Article VII, any Vested Option
may be exercised in whole at any time during its term or in part from
time to time during its term.
(f) EXERCISE OF OPTION OR FORFEITURE. Except as otherwise provided in any
employment agreement or other written agreement with the Participant,
if a Participant ceases employment with the Company or ceases to be a
Director, as the case may be, prior to exercise of the Participant's
Options, such Options shall be exercised or forfeited as follows:
(i) Termination. Upon the Termination of a Participant who is an
-----------
Eligible Employee, the Participant's Vested Options shall be
exercisable within three (3) months (or such shorter period as the
Code or the terms of the particular Options may require) of the
Participant's Termination. In default of such timely exercise,
all Options of the Participant shall be forfeited.
(ii) Retirement. Upon the Retirement of a Participant who is an
----------
Eligible Employee, the Participant's Options (which shall become
Vested Options as of the Participant's Retirement Date) shall be
exercisable within three (3) months (or such shorter period as the
Code or the terms of the particular Options may require) of the
Participant's Retirement Date. In default of such timely exercise,
all Options of the Participant shall be forfeited.
(iii) Termination of Director Status. In the case of a Participant who
------------------------------
is a Director and who ceases to be a Director for a reason other
than Death, the Options granted shall be exercisable within three
(3) months of the termination. If a Participant who is a Director
dies prior to the exercise or expiration of the Participant's
Options, such Options shall become Vested Options upon the
Participant's Death, and the Participant's estate, personal
representatives, or beneficiary (as applicable) shall have the
right to exercise such Options within one (1) year from the date
of the Participant's death (or such earlier period as the terms of
the particular Options may require).
(iv) Disability. Upon the Disability of a Participant, the
----------
Participant's Options (which shall become Vested Options as of the
Participant's Date of Disability) shall be exercisable within
three (3) months (or such shorter period as the Code or the terms
of the particular Options may require) of the Participant's Date
of Disability. In default of such timely exercise, all Options of
the Participant shall be forfeited.
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(v) Death. If the Participant dies while in the employment of the
-----
Company, while serving as a Director, or within the period of time
after Retirement during which the Participant would have been
entitled to exercise his or her option rights, the Participant's
estate, personal representative, or beneficiary (as applicable)
shall have the right to exercise such Options (which shall become
Vested Options as of the date of the Participant's Death) within
one hundred eighty (180) days from the date of the Participant's
death (or such shorter period as the Code or the terms of the
particular Options may require).
(g) AGREEMENT AS TO SALE OF SECURITIES. If, at the time of the exercise of
any Option, in the opinion of counsel for the Company, it is necessary
or desirable, in order to comply with any applicable laws or
regulations relating to the sale of securities, that the Participant
exercising the Option shall agree to purchase the shares that are
subject to the Option for investment only and not with respect to any
present intention to resell the same and that the Participant will
dispose of such shares only in compliance with such laws and
regulations, the Participant will, upon the request of the Company,
execute and deliver to the Company an agreement to such effect. The
Participant shall agree to comply with the right of first refusal and
other provisions of his or her Stock Option Agreement and to become a
party to any shareholder's agreement in effect among the Company and
its stockholders.
(h) MINIMUM NUMBER OF SHARES. The minimum number of shares with respect to
which an Option may be exercised at any one time shall be five hundred
(500) shares, unless the number is the total number at the time
available for exercise under the Award.
(i) REQUIRED AMENDMENTS. Each award shall be subject to any provision
necessary to ensure compliance with federal and state securities laws.
(j) LIMITATION OF PARTICIPANT RIGHTS. A Participant shall not be deemed to
be the holder of, or to have the rights of a holder with respect to,
any shares of Stock subject to such Option unless and until the Option
shall have been exercised pursuant to the terms thereof, the Company
shall have issued and delivered the shares to the Participant, and the
Participant's name shall have been entered as a stockholder of record
on the books of the Company. Thereafter, the Participant shall have
full voting, dividend, and other ownership rights with respect to such
shares of Stock.
ARTICLE IX - GRANTS IN SUBSTITUTION FOR OPTIONS GRANTED BY OTHER CORPORATIONS
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9.1 SUBSTITUTE AWARDS. Awards may be granted under this Plan from time to time
in substitution for similar awards held by employees of the Company or the
Bank as the result of merger or consolidation of the employing corporation
with the Company or the Bank, or the acquisition by the Company of fifty
percent (50%) or more of the stock of the employing corporation, or the
acquisition by the Company of the assets of the employing corporation, or
the acquisition by the Company of fifty percent (50%) or more of the stock
of the employing corporation causing it to become a subsidiary. The terms
and conditions of the substitute awards so granted may vary from the terms
and conditions set forth in this Plan to such extent as the Board at the
time of the grant may deem appropriate to conform, in whole or in part, to
the provisions of the options in substitution for which they are granted.
ARTICLE X - CHANGES IN CAPITAL STRUCTURE
10.1 CAPITAL STRUCTURE CHANGES
(a) If the outstanding shares of the Company's Stock as a whole are
increased, decreased, changed into, or exchanged for a different
number or kind of shares or securities of the Company, whether
through merger, consolidation, reorganization, recapitalization,
reclassification, stock dividend, stock split, combination of shares,
exchange of shares, change in corporate structure, or the like, an
appropriate and proportionate adjustment shall be made in the number
and kinds of shares subject to the plan and in the number, kinds, and
per share exercise price of shares subject to unexercised Options or
portions thereof granted prior to any such change. Any such
adjustment in an outstanding Option, however, shall be made without a
change in the total price applicable to the unexercised portion of
the Option but with a corresponding adjustment in the price for each
share of Stock covered by the Option.
(b) Upon dissolution or liquidation of the Company, or upon a
reorganization, merger, or consolidation in which the Company is not
the surviving corporation, or upon the sale of substantially all of
the assets of the Company to another corporation, the Plan and the
Options issued thereunder shall terminate, unless provision is made
in connection with such transaction for the assumption of Options
theretofore granted or the substitution for such Options of new
options of the successor employer corporation or a parent or
subsidiary thereof, with appropriate adjustment as to the number and
kinds of shares and the per share exercise prices. In the event of
such termination, all outstanding Options shall be exercisable in
full for at least thirty (30) days prior to the termination date
whether or not otherwise exercisable during such period.
(c) In the event of a change in the Stock which is limited to a change in
the designation thereof to "capital stock" or other similar
designation, or in par value at no par value, without increase or
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decrease in the number of issued shares, the shares resulting from
any such change shall be deemed to be Stock within the meaning of
this Plan.
(d) Adjustments under this Section shall be made by the Board, whose
determination as to what adjustment shall be made, and the extent
thereof, shall be conclusive. The Board shall have the discretion and
power in any such event to determine and to make effective provision
for the acceleration of time during which the Option may be
exercised, notwithstanding the provisions of the Option setting forth
the date or dates on which all or any part of it may be exercised. No
fractional shares of Stock shall be issued under the Plan on account
of any adjustment specified above.
ARTICLE XI - COMPANY SUCCESSORS
11.1 IN GENERAL. If the Company shall be the surviving or resulting
corporation in any merger, sale of assets or sale of stock, consolidation,
or corporate reorganization (including a reorganization in which the
holders of Stock receive securities of another corporation), any Award
granted hereunder shall pertain to and apply to the securities to which a
holder of Stock would have been entitled. The Board shall make such
appropriate determinations and adjustments as it deems necessary so as to
substantially preserve the rights and benefits, both as to the number of
shares and otherwise, or Participants under this Plan.
ARTICLE XII - AMENDMENT
12.1 AMENDMENTS AND TERMINATION. The Plan shall terminate on the tenth (10th)
anniversary of the initial effective date of the Plan and, in addition,
the Board may at any time and from time to time alter, amend, suspend, or
terminate this Plan in whole or in part, except (i) without such
stockholder approval as may be required by law and the Company's charter,
no such action may be taken which changes the minimum Option price,
increases the maximum term of Options, materially increases the benefits
accruing to Participants hereunder, materially increases the number of
securities that may be issued pursuant to this Plan (except as provided in
Article X), extends the period for granting Awards hereunder, or
materially modifies the requirements as to eligibility for participation
hereunder, and (ii) without the consent of the Participant to whom any
Award shall theretofore have been granted, no such action may be taken
that adversely affects the rights of such Participant concerning such
Award, except as such termination or amendment of this Plan is required by
statute, or rules and regulations promulgated thereunder, or as otherwise
permitted hereunder.
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ARTICLE XIII - MISCELLANEOUS PROVISIONS
13.1 NONTRANSFERABILITY. Except by the laws of descent and distribution, no
benefit provided hereunder shall be subject to alienation, assignment, or
transfer by a Participant (or by any person entitled to such benefit
pursuant to the terms of this Plan), nor shall it be subject to attachment
or other legal process of whatever nature, and any attempted alienation,
assignment, attachment, or transfer shall be void and of no effect
whatsoever and upon any such attempt, the benefit shall terminate and be
of no force or effect. During a Participant's lifetime, Options granted to
the Participant shall be exercisable only by the Participant. Shares of
stock shall be delivered only into the hands of the Participant entitled
to receive the same or into the hands of the Participant's authorized
legal representative.
13.2 NO EMPLOYMENT RIGHT. Neither this Plan nor any action taken hereunder
shall be construed as giving any right to any individual to be retained as
a director, officer, or employee of the Company.
13.3 TAX WITHHOLDING. The Company shall have the right to deduct from all
Awards paid by any federal, state, local, or employment taxes that it
deems are required law to be withheld with respect to such payments. In
the case of Awards paid in Stock, the Participant receiving such Stock may
be required to pay the Company an amount required to be withheld with
respect to such Stock. At the request of a Participant, such sums as may
be required for the payment of any estimated or accrued income tax
liability may be withheld and paid over to the governmental entity
entitled to receive same.
13.4 ACCELERATION. Except as otherwise provided hereunder, the Board may in
its discretion accelerate the time at which an Option granted hereunder
may be exercised.
13.5 FRACTIONAL SHARES. Any fractional shares concerning Awards shall be
eliminated at the time of payment or payout by rounding down for fractions
of less than one half (1/2) and rounding up for fractions equal to or more
than one half (1/2).
13.6 GOVERNMENT AND OTHER REGULATIONS. The obligation of the Company to make
payment of Awards in Stock or otherwise shall be subject to all applicable
laws, rules, and regulations, and to such approvals by any government
agencies as may be deemed necessary or appropriate by the Board. If Stock
awarded hereunder may in certain circumstances be exempt from registration
under the Securities Act of 1933, the Company may restrict its transfer in
such manner as it deems advisable to ensure such exempt status.
13.7 INDEMNIFICATION. Each person who is or at any time serves as a member of
the Board shall be indemnified and held harmless by the Company against
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and from (i) any loss, cost, liability, or expenses that may be imposed
upon or reasonably incurred by such person in connection with or resulting
from any claim, action, suit, or proceeding to which such person may be a
party or in which such person may be involved by reason of any action or
failure to act under this Plan; and (ii) any and all amounts paid by such
person in satisfaction of judgment in any such action, suit, or proceeding
relating to the Plan. Each person covered by this indemnification shall
give the Company an opportunity, at its own expenses, to handle and defend
the same before such person undertakes to handle and defend the same on
such person's own behalf. The foregoing right to indemnification shall not
be exclusive of any other rights of indemnification to which such persons
may be entitled under the charter or bylaws of the Company, as a matter of
law, or otherwise, or any power that the Company may have to indemnify
such person or hold such person harmless.
13.8 RELIANCE ON REPORTS. Each member of the Board shall be fully justified in
relying or acting in good faith upon any report made by the independent
public accountants of the Company, and upon any other information
furnished in connection with this Plan. In no event shall any person who
is or shall have been a member of the Board be liable for any
determination made or other action taken or any omission to act in
reliance upon any such report or information, or for any action taken,
including the furnishing of information, or failure to act, if in good
faith.
13.9 GOVERNING LAW. All matters relating to this Plan or to awards grated
hereunder shall be governed by the laws of the State of Georgia, without
regard to the principles of conflict of laws thereof, except to the extent
preempted by the laws of the United States.
13.10 RELATIONSHIP TO OTHER BENEFITS. No payment under this Plan shall be
taken into account in determining any benefits under any pension,
retirement, profit sharing, or group insurance plan of the Company.
13.11 EXPENSES. The expenses of implementing and administering this Plan shall
be borne by the Company.
13.12 TITLES AND HEADINGS. The titles and headings of the Articles and
sections in this Plan are for convenience of reference only, and in the
event of any conflict, the text of this Plan, rather than such titles or
headings, shall control.
13.13 USE OF PROCEEDS. Proceeds from the sale of Stock pursuant to Options
granted under the Plan shall constitute general funds of the Company.
13.14 NONEXCLUSIVITY OF PLAN. Neither the adoption of the Plan by the Board
nor the submission of the Plan to the stockholders of the Company for
approval shall be construed as creating any limitations on the power of
the Board to adopt such other incentive arrangements as it may deem
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desirable, including, without limitation, the granting of stock options
otherwise than under the Plan, and such arrangements may be applicable
either generally or only in specific cases.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its
duly authorized officer and its seal to be affixed hereto, effective,
except as specified to the contrary herein, as of __________, 1997.
FIRST COMMUNITY BANCORP, INC.
By:_______________________________
As its:_____________________________
FIRST COMMUNITY BANK & TRUST
By:_______________________________
As its:_____________________________
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FIRST COMMUNITY BANCORP, INC.
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
-----------------------------------
FOR THE ANNUAL MEETING OF SHAREHOLDERS
--------------------------------------
TO BE HELD ON MAY 21, 1997
--------------------------
The undersigned shareholder of First Community Bancorp, Inc. (the
"Company") hereby appoints J. Steven Walraven and Michael L. McPherson, and each
of them, as proxies with full power of substitution, acting by majority or by
either of them if only one be present and acting, to vote all shares of common
stock of the Company, which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Shareholders (the "Meeting") to be
held at First Community Bank & Trust, 827 Joe Frank Harris Parkway, S.E.,
Cartersville, Georgia 30120 on Wednesday, May 21, 1997 at 3:00 p.m. and at any
adjournments thereof, upon the proposal described in the accompanying Notice of
the Annual Meeting and the Proxy Statement relating to the Meeting, receipt of
which are hereby acknowledged.
PROPOSAL I:
To elect the three nominees listed below to serve as directors for the
ensuing three years:
Sammy L. Neal H. Boyd Pettit, III D. Arnold Tillman, Jr.
_____ FOR all nominees _____ WITHHOLD AUTHORITY
listed above (except to vote for all
as indicated to the nominees listed
contrary below). above.
INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL NOMINEE, MARK "FOR"
- --------------------------------------------------------------------------
ABOVE, AND WRITE THE NOMINEE'S NAME FOR WHOM YOU WISH TO WITHHOLD AUTHORITY IN
- ------------------------------------------------------------------------------
THE SPACE BELOW:
- ----------------
_________________________________________________________________
PROPOSAL II:
Approval and adoption of the 1997 First Community Bancorp, Inc. Incentive
Stock Option Plan; the terms of which are more fully set forth in the
accompanying proxy statement.
_____FOR _____AGAINST _____ABSTAIN
Dated:____________________________,1997
(Be sure to date Your Proxy)
________________________________________
Name(s) of Shareholder(s) (Please Print)
________________________________________
Signature(s) of Shareholder(s)
If stock is held in the name of more than one person, all holders should
sign. When signing as attorney, executor, administrator, trustee, guardian or
custodian, please indicate the capacity in which you are acting. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.
Please mark, date and sign this Proxy, and return in the enclosed return-
addressed envelope. No postage is necessary.
PLEASE RETURN PROXY BEFORE MAY 8, 1997
--------------------------------------
