SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
(Amendment No. ____)
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
FCB Financial Corp.
(Name of Registrant as Specified in its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(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:
<PAGE>
[FCB Financial Corp. Logo]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held July 27, 1998
To the Shareholders of
FCB Financial Corp.:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders
of FCB Financial Corp. (the "Corporation") will be held on Monday,
July 27, 1998, at 2:00 P.M., local time, at the Ramada Inn, 500 South
Koeller Street, Oshkosh, Wisconsin 54902, for the following purposes:
1. To elect five directors, three to hold office until the
annual meeting of shareholders in 2001 and until their successors are duly
elected and qualified, and two to hold office until the annual meeting of
shareholders in 2000 and until their successors are duly elected and
qualified.
2. To consider a proposal to approve the FCB Financial Corp.
1998 Incentive Stock Plan.
3. To consider and act upon such other business as may
properly come before the meeting or any adjournment or postponement
thereof.
The close of business on May 19, 1998 has been fixed as the
record date for the determination of shareholders entitled to notice of,
and to vote at, the meeting and any adjournment or postponement thereof.
A proxy for the meeting and a proxy statement are enclosed
herewith.
By Order of the Board of Directors
FCB FINANCIAL CORP.
Harold L. Hermansen
Secretary
Oshkosh, Wisconsin
June 26, 1998
YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE DATE THE ENCLOSED
PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, SIGN EXACTLY AS YOUR
NAME APPEARS THEREON AND RETURN IMMEDIATELY.
<PAGE>
FCB FINANCIAL CORP.
420 South Koeller Street
Oshkosh, Wisconsin 54902
PROXY STATEMENT
For
ANNUAL MEETING OF SHAREHOLDERS
To Be Held July 27, 1998
This proxy statement is being furnished to shareholders by the
Board of Directors (the "Board") of FCB Financial Corp. (the
"Corporation") beginning on or about June 26, 1998 in connection with a
solicitation of proxies by the Board for use at the annual meeting of
shareholders to be held on Monday, July 27, 1998, at 2:00 P.M., local
time, at the Ramada Inn, 500 South Koeller Street, Oshkosh, Wisconsin
54902, and all adjournments or postponements thereof (the "Annual
Meeting") for the purposes set forth in the attached Notice of Annual
Meeting of Shareholders.
Execution of a proxy given in response to this solicitation will
not affect a shareholder's right to attend the Annual Meeting and to vote
in person. Presence at the Annual Meeting of a shareholder who has signed
a proxy does not in itself revoke a proxy. Any shareholder giving a proxy
may revoke it at any time before it is exercised by giving notice thereof
to the Corporation in writing or in open meeting.
A proxy, in the enclosed form, which is properly executed, duly
returned to the Corporation and not revoked will be voted in accordance
with the instructions contained therein. The shares represented by
executed but unmarked proxies will be voted FOR the five persons nominated
for election as directors referred to herein, FOR the proposal to approve
the FCB Financial Corp. 1998 Incentive Stock Plan (the "1998 Plan") and on
such other business or matters which may properly come before the Annual
Meeting in accordance with the best judgment of the persons named as
proxies in the enclosed form of proxy. Other than the election of
directors and the proposal to approve the 1998 Plan, the Board has no
knowledge of any matters to be presented for action by the shareholders at
the Annual Meeting.
Only holders of record of the Corporation's common stock, $.01
par value (the "Common Stock"), at the close of business on May 19, 1998
are entitled to vote at the Annual Meeting. On that date, the Corporation
had outstanding and entitled to vote 3,873,080 shares of Common Stock,
each of which is entitled to one vote per share.
On May 1, 1997, OSB Financial Corp. ("OSB") merged with and into
the Corporation (the "Merger"). In addition, Oshkosh Savings Bank,
F.S.B., a subsidiary of OSB, was merged into Fox Cities Bank (the "Bank").
The Bank is a wholly-owned subsidiary of the Corporation.
ELECTION OF DIRECTORS
The Corporation's Articles of Incorporation provide that the
directors be divided into three classes, with staggered terms of three
years each. At the Annual Meeting, the shareholders will elect five
directors, three to hold office until the annual meeting of shareholders
in the year 2001 and until their successors are duly elected and
qualified, and two to hold office until the annual meeting of shareholders
in the year 2000 and until their successors are duly elected and
qualified. Unless shareholders otherwise specify, the shares represented
by the proxies received will be voted in favor of the election as
directors of the five persons named as nominees herein. The Board has no
reason to believe that any of the listed nominees will be unable or
unwilling to serve as a director if elected. However, in the event that
any nominees should be unable to serve or for good cause will not serve,
the shares represented by proxies received will be voted for other
nominees selected by the Board. Directors will be elected by a plurality
of the votes cast at the Annual Meeting (assuming a quorum is present).
Consequently, any shares not voted at the Annual Meeting will have no
impact on the election of directors.
The following sets forth certain information, as of May 19,
1998, about the Board's nominees for election at the Annual Meeting and
each director of the Corporation whose term will continue after the Annual
Meeting. Except as otherwise noted, each individual has engaged in the
principal occupation or employment and held the offices shown for more
than the past five years. All current directors of the Corporation also
serve as directors of the Bank.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
For a Three-Year Term Expiring at the
2001 Annual Meeting of Shareholders
[Picture of
Mr. Erdmann] David L. Erdmann President
Lake Country Foods, Inc.
Mr. Erdmann, age 53, has served as President of Lake Country
Foods, Inc. (a manufacturer of dry blended, instantized and
malt food products) since May 1998. Prior thereto, Mr.
Erdmann served as Chairman from 1990 to 1997 and as Chief
Executive Officer from 1977 to 1997 of Outlook Group Corp. (a
graphic services company offering specialty printing,
converting and packaging). Mr. Erdmann has been a director
of the Corporation since 1993 and a director of the Bank
since 1987.
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[Picture of
Mr. Omachinski] David L. Omachinski Vice President/Finance, Treasurer
and Chief Financial Officer
Oshkosh B'Gosh, Inc.
Mr. Omachinski, age 46, has served as the Vice
President/Finance, Treasurer and Chief Financial Officer of
Oshkosh B'Gosh, Inc. (a clothing manufacturer) since 1993 and
as a director of Oshkosh B'Gosh, Inc. since May 1994. Prior
to joining Oshkosh B'Gosh, Mr. Omachinski was the Executive
Vice President and Chief Operating Officer of Schumaker,
Romensko & Associates (an accounting firm). Mr. Omachinski
was appointed a director of the Corporation and the Bank on
May 1, 1997 in connection with the Merger. Prior thereto, he
had served as a director of OSB since 1994.
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[Picture of
Mr. Parker] Donald D. Parker Chairman of the Board
FCB Financial Corp.
Mr. Parker, age 59, has served as Chairman of the Board of
the Corporation since May 1, 1997. Mr. Parker also serves as
Chairman of the Board of the Bank. Mr. Parker served as
Chairman of the Board, President and Chief Executive Officer
of the Corporation from its incorporation in 1993 until
May 1, 1997. Mr. Parker has served as Chairman of the Board
of the Bank since 1986, and from 1980 to May 1, 1997 Mr.
Parker was also the President and Chief Executive Officer of
the Bank. Mr. Parker joined the Bank in 1967. Mr. Parker
has served as a director of the Corporation since 1993 and as
a director of the Bank since 1978.
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NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
For a Two-Year Term Expiring at the
2000 Annual Meeting of Shareholders
[Picture of
Mr. Geurden] David L. Geurden President
Hrnaks Flowerland Inc.
Mr. Geurden, age 53, is the President of Hrnaks Flowerland
Inc. (a retail florist). Mr. Geurden was appointed a
director of the Corporation and the Bank on May 1, 1997 in
connection with the Merger. Prior thereto, he had served as
a director of OSB since 1992.
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[Picture of
Mr. Raaths] William A. Raaths President
Wisconsin Tissue Mills Inc.
Group Vice President-Tissue Products
Chesapeake Corporation
Mr. Raaths, age 51, has served as President of Wisconsin
Tissue Mills Inc. (a paper products manufacturer and a
subsidiary of Chesapeake Corporation) and as Group Vice
President - Tissue Products of Chesapeake Corporation (a
manufacturer of tissue, packaging and wood products) since
January 1995. From April 1994 until assuming his current
positions, Mr. Raaths was Executive Vice President of
Wisconsin Tissue Mills Inc. From 1989 until joining
Wisconsin Tissue Mills Inc., Mr. Raaths served as President
of Chesapeake Consumer Products Company, a subsidiary of
Chesapeake Corporation. Mr. Raaths has served as a director
of the Corporation and the Bank since 1994.
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THE BOARD RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS DIRECTORS AND
URGES EACH SHAREHOLDER TO VOTE "FOR" ALL NOMINEES. UNLESS MARKED TO THE
CONTRARY, THE SHARES REPRESENTED BY PROPERLY EXECUTED PROXIES RECEIVED
PRIOR TO, OR AT THE ANNUAL MEETING, AND NOT REVOKED, WILL BE VOTED "FOR"
ALL NOMINEES.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
Term Expiring at the
1999 Annual Meeting of Shareholders
[Picture of
Mr. Bergstrom] Richard A. Bergstrom President
Bergstrom Corporation
Mr. Bergstrom, age 48, has served as President of Bergstrom
Corporation (an operator of automobile dealerships) since
January 1998. Mr. Bergstrom previously served as Executive
Vice President of Bergstrom Corporation from 1974 to January
1998 and as President of Bergstrom Hotel, Inc. (an operator
of hotels and a subsidiary of Bergstrom Corporation) from
1982 to January 1998. Mr. Bergstrom has served as a director
of the Corporation since 1993 and as a director of the Bank
since 1989.
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[Picture of
Mr. Butterbrodt] Thomas C. Butterbrodt Consultant
Berlin Foundry Corporation
Mr. Butterbrodt, age 63, has been a consultant to the Berlin
Foundry Corporation (an iron casting production company)
since May 1995. Previously, he served as President of Berlin
Foundry. Mr. Butterbrodt was appointed a director of the
Corporation and the Bank on May 1, 1997 in connection with
Merger. Prior thereto, he had served as a director of OSB
since 1992.
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[Picture of
Dr. Downing] Dr. Edwin L. Downing Ophthalmologist
Private Practice
Dr. Downing, age 60, is an ophthalmologist in private
practice. Dr. Downing was appointed a director of the
Corporation and the Bank on May 1, 1997 in connection with
the Merger. Prior thereto, he had served as a director of
OSB since 1992.
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[Picture of
Mr. Rothenbach] James J. Rothenbach
President and Chief Executive Officer
FCB Financial Corp.
Mr. Rothenbach, age 48, has served as the President and Chief
Executive Officer of the Corporation and the Bank since May
1, 1997. Mr. Rothenbach was the President and Chief
Executive Officer of OSB and Oshkosh Savings Bank, F.S.B.
from July 1995 until joining the Corporation and the Bank in
connection with the Merger. Mr. Rothenbach was the President
and Chief Executive Officer of Bank One, Stevens Point,
Wisconsin, from February 1990 until June 1995. Mr.
Rothenbach was appointed a director of the Corporation and
the Bank on May 1, 1997. Prior thereto, he had served as a
director of OSB since 1995.
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[Picture of
Mr. Schmidt] William J. Schmidt Chairman of the Board
U.S. Oil Co., Inc.
Mr. Schmidt, age 60, is the Chairman of the Board of U.S. Oil
Co., Inc. (a petroleum distributor). Mr. Schmidt has been a
director of the Corporation and the Bank since 1993.
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MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
Term Expiring at the
2000 Annual Meeting of Shareholders
[Picture of
Mr. Drew] Walter H. Drew Retired President and
Chief Executive Officer
Menasha Corporation
Mr. Drew, age 63, retired as President and Chief Executive
Officer of Menasha Corporation (a paper manufacturer and
converter) in 1992. Prior to joining Menasha Corporation in
1988, Mr. Drew served as Executive Vice President of
Kimberly-Clark Corporation (a consumer products company).
Mr. Drew has been a director of the Corporation since 1993
and a director of the Bank since 1984.
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[Picture of
Mr. Tenpas] Ronald L. Tenpas President
Office Environment, Inc.
Mr. Tenpas, age 54, has served as the President of Office
Environment, Inc. (an advisor to businesses) since January 1,
1995. He retired as President and sole owner of Valley
Business Equipment, Inc. (an office equipment company) in
1994. Mr. Tenpas was appointed a director of the Corporation
and the Bank on May 1, 1997 in connection with the Merger.
Prior thereto, he had served as a director of OSB since 1992.
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BOARD OF DIRECTORS
General
The Board has standing Executive, Audit, Compensation and
Nominating Committees. An Executive Committee consisting of Messrs.
Parker, Rothenbach, Bergstrom, Butterbrodt, Erdmann and Omachinski was
established May 1, 1997. The Executive Committee has the authority to
exercise most powers of the Board between meetings of the full Board. The
Executive Committee met once during the fiscal year ended March 31, 1998.
The Audit Committee recommends to the Board the appointment
of independent auditors, reviews the independence of the auditors,
approves the scope of the annual audit, approves the audit fee payable to
the auditors and reviews the audit results. The Audit Committee currently
consists of Dr. Downing and Messrs. Drew (Co-Chairman), Geurden,
Omachinski (Co-Chairman), Raaths and Schmidt. The Audit Committee held
two meetings in fiscal 1998.
The Compensation Committee consists of directors who also
make up the Personnel Committee of the Board of Directors of the Bank.
The Personnel Committee reviews and recommends to the Board of Directors
of the Bank the compensation structure for the Bank's officers and other
managerial personnel, including salary rates, participation in any
incentive bonus plans, fringe benefits, non-cash perquisites and other
forms of compensation. The Compensation Committee is not responsible for
such matters since the officers of the Corporation are not separately
compensated for their service in such capacity. The Compensation
Committee does, however, administer the Corporation's stock option plans
and will administer the 1998 Plan if it is approved by shareholders at the
Annual Meeting. The Compensation Committee currently consists of Messrs.
Bergstrom, Butterbrodt (Co-Chairman), Erdmann (Co-Chairman), Omachinski,
Raaths and Tenpas. The Compensation Committee held six meetings in fiscal
1998.
The Nominating Committee considers and recommends the
nominees for director to stand for election at the Corporation's annual
meeting of shareholders and to fill vacancies occurring on the Board. The
Nominating Committee will consider persons recommended by shareholders to
become nominees, but has no established procedures which shareholders must
follow to make such recommendations. The Corporation's Bylaws also
provide for direct shareholder nominations of directors. These provisions
require such nominations to be made pursuant to timely notice in writing
to the Secretary of the Corporation. The shareholder's notice of
nomination must contain information relating to the nominee which is
required to be disclosed by the Corporation's Bylaws and by the Securities
Exchange Act of 1934. The Nominating Committee currently consists of
Messrs. Drew (Co-Chairman), Downing (Co-Chairman), Schmidt, Geurden,
Parker and Rothenbach. The Nominating Committee held one meeting in
fiscal 1998.
The Board held twelve meetings during fiscal 1998. During
fiscal 1998, each director of the Corporation (except Mr. Drew and Mr.
Raaths) attended at least 75% of the aggregate of (a) the total number of
meetings of the Board and (b) the total number of meetings held by all
committees of the Board on which such director served during the year.
Director Compensation
No separate retainer fee is paid to any person for serving as
a director of the Corporation. During fiscal 1998, directors of the Bank
received a monthly retainer fee of $900 and a $100 fee for each committee
meeting. Directors of the Corporation did receive a $100 fee for each
meeting of the Board which was not held in conjunction with a meeting of
the Board of Directors of the Bank. In fiscal 1999, directors of the Bank
will receive a retainer of $1,000 per month and a $250 fee for each
committee meeting attended. A fee of $250 will also be paid for each
quarterly meeting attended of the Corporation's Board. No fee will be
paid for attendance at the Corporation's annual shareholders meeting or
for any meetings scheduled in addition to the quarterly meetings and held
in conjunction with a regularly scheduled meeting of the Board of
Directors of the Bank. Assuming that the 1998 Plan is approved at the
Annual Meeting, the directors of the Corporation will also be eligible to
receive awards thereunder. It is currently anticipated that an option to
purchase 1,500 shares of Common Stock will be granted to each of the
directors (other than Mr. Rothenbach) following the Annual Meeting if the
1998 Plan is approved by shareholders.
Directors may elect to defer all of their cash retainer and
meeting fees paid by the Bank and earned in any given year under the
Bank's unfunded deferred compensation plan. Interest on the deferred
amounts is computed at a rate of .5% per annum above the five-year U.S.
Treasury Note rate at the beginning of each calendar quarter for that
calendar quarter. Amounts deferred by a director under the plan, together
with accumulated interest, will be distributed in quarterly installments
over a five-year period following the time that a director ceases to serve
in such capacity. In the event of death of a director prior to the time
that all payments have been made, a lump sum payment of the director's
balance under the plan will be made to the director's estate or a selected
beneficiary within sixty days of the date of death.
PRINCIPAL SHAREHOLDERS
Management
The following table sets forth information, as of May 19,
1998, regarding beneficial ownership of Common Stock by each director and
nominee, the executive officers named in the Summary Compensation Table
set forth below, and all of the directors and executive officers as a
group. Except as otherwise indicated, the individuals reflected below
have sole voting and investment power over the shares of Common Stock
reported as beneficially owned.
Amount and
Nature of Percent
Beneficial of
Name of Beneficial Owner Ownership(1) Class
Donald D. Parker . . . . . . . . . . 82,255(2) 2.1%
James J. Rothenbach . . . . . . . . . 37,117(3) *
Richard A. Bergstrom . . . . . . . . 41,519(4) 1.1
Thomas C. Butterbrodt . . . . . . . . 45,720(5) 1.2
Edwin L. Downing . . . . . . . . . . 17,074 *
Walter H. Drew . . . . . . . . . . . 39,153(6) 1.0
David L. Erdmann . . . . . . . . . . 31,919(7) *
David L. Geurden . . . . . . . . . . 30,762(8) *
David L. Omachinski . . . . . . . . . 6,880(9) *
William A. Raaths . . . . . . . . . . 6,019(10) *
William J. Schmidt . . . . . . . . . 21,719(11) *
Ronald L. Tenpas . . . . . . . . . . 23,063(12) *
All directors, nominees and
executive officers as a
group (16 persons) . . . . . . . . . 471,112(13) 11.8
________________
* Less than 1%
(1) Includes the following shares subject to stock options which are
currently exercisable or exercisable within 60 days of May 19, 1998:
Mr. Parker, 17,825 shares; Mr. Rothenbach, 24,696 shares; Mr.
Bergstrom, 5,819 shares; Dr. Downing, 4,380 shares; Mr. Drew, 5,819
shares; Mr. Erdmann, 5,819 shares; Mr. Geurden, 4,380 shares; Mr.
Omachinski, 4,380 shares; Mr. Raaths, 5,819 shares; Mr. Schmidt,
5,819 shares; Mr. Tenpas, 4,380 shares; and all directors, nominees
and executive officers as a group, 110,537 shares.
(2) Includes 31,266 shares held by a revocable trust, 2,053 shares held
by Mr. Parker's spouse and 14,530 shares credited to Mr. Parker's
account under the FCB Financial Corp. Employee Stock Ownership Plan
(the "ESOP"). Mr. Parker shares voting and investment power with
respect to these shares.
(3) Includes 4,136 shares credited to Mr. Rothenbach's account under the
ESOP. Mr. Rothenbach shares voting and investment power over the
shares held by the ESOP.
(4) Includes 15,000 shares held by Mr. Bergstrom and his spouse as joint
tenants and 20,700 shares held in custodial accounts for minor
children. Mr. Bergstrom shares voting and investment power over the
shares held in joint tenancy with his spouse.
(5) Mr. Butterbrodt shares voting and investment power on these shares
which are held in joint tenancy with his spouse.
(6) Includes 21,667 shares held by family limited partnerships over which
Mr. Drew shares voting and investment power.
(7) Includes 4,000 shares held by Mr. Erdmann's spouse and 6,000 shares
held by Mr. Erdmann's children. Mr. Erdmann shares voting and
investment power with respect to these shares.
(8) Includes 3,164 shares held by Mr. Geurden's spouse over which he
shares voting and investment power; 6,332 shares held by a
corporation owned by Mr. Geurden; 100 shares in Mr. Geurden's
corporation's profit sharing plan; and 350 shares held by Mr. Geurden
as custodian for his daughter. Mr. Geurden shares voting and
investment power over an additional 13,789 shares which he holds in
joint tenancy with his spouse.
(9) Includes 2,500 shares held by Mr. Omachinski and his spouse as joint
tenants over which Mr. Omachinski shares voting and investment power.
(10) Includes 200 shares held by Mr. Raaths and his spouse as joint
tenants over which Mr. Raaths shares voting and investment power.
(11) Includes 3,000 shares held in trust over which Mr. Schmidt shares
voting and investment power and 1,500 shares held in custodial
accounts for minor children.
(12) Includes 2,730 shares over which Mr. Tenpas shares voting and
investment power and 189 shares held as custodian for Mr. Tenpas's
grandchild.
(13) The total does not include 216,019 shares of Common Stock held by the
ESOP which either have not been released for allocation to the
accounts of participants or which have been allocated to the accounts
of participants other than executive officers. A committee
consisting of Messrs. Bergstrom, Butterbrodt, Erdmann, Omachinski,
Raaths and Tenpas serves as the Trustee of the ESOP.
Other Beneficial Owner
The following table sets forth information regarding beneficial
ownership by the only other person known to the Corporation to own more
than 5% of the outstanding Common Stock.
Amount and Nature of Beneficial Ownership
Name and Address Voting Power Investment Power Percent
of Beneficial Owner Sole Shared Sole Shared Aggregate of Class
FCB Financial Corp.
Employee Stock
Ownership Plan (1)
420 South Koeller Street
Oshkosh, WI 54902 87,844 167,727 87,844 167,727 255,571 6.6%
________________
(1) The Trustee of the ESOP is a committee consisting of Messrs.
Bergstrom, Butterbrodt, Erdmann, Omachinski, Raaths and Tenpas. The
Trustee acts by a majority vote of the individuals comprising such
committee. The beneficial ownership information presented in the
table for the ESOP is as of May 19, 1998. As of such date, 167,727
shares under the ESOP had been released for allocation to the
accounts of participating employees.
EXECUTIVE COMPENSATION
Summary Compensation Information
The following table sets forth certain information concerning
compensation paid for the last three fiscal years to the persons who have
served as the Corporation's Chief Executive Officer, who were the only
executive officers of the Corporation whose salary and bonus payments
exceeded $100,000 during the fiscal year ended March 31, 1998. The
compensation reflected in the table is for service as an executive officer
of both the Corporation and the Bank. All compensation information
included herein for Mr. Rothenbach includes only the period commencing on
May 1, 1997, when Mr. Rothenbach joined the Corporation following the
Merger. The persons named in the table below are hereafter sometimes
referred to as the "named executive officers."
<TABLE>
Summary Compensation Table
<CAPTION>
Annual Compensation (1)
Long Term Compensation
Name and Awards
Principal Position Fiscal Securities Underlying All Other
Year Salary Bonus(2) Stock Options Compensation
<S> <C> <C> <C> <C> <C>
Donald D. Parker, 1998 $137,692 $52,007 10,000 $38,067(3)
Chairman of the Board 1997 113,040 33,912 0 35,947
1996 109,212 30,163 0 33,935
James J. Rothenbach 1998 $137,500 $51,154 20,000 $14,911(4)
President and
Chief Executive Officer
_________________
(1) Certain personal benefits provided by the Corporation and the Bank to the named executive officers are not included in
the table. The amount of such benefits for each named executive officer did not exceed 10% of the sum of such officer's
salary and bonus in each respective year.
(2) Consists of a bonus paid under the Bank's Management Bonus Plan. The Management Bonus Plan provides that a bonus pool,
determined as a percentage of the amount by which net income before taxes exceeds a target for return on average assets
before taxes, is distributed among the executive officers of the Bank in proportion to their base salary. The target
return on average assets before taxes is set annually with reference to the projected rate of return for such year set
forth in the Bank's strategic business plan. It is anticipated that this target, which will be a fixed rate of return
for each specified year, will vary from year to year in relation to the projected rate of return set forth in the Bank's
strategic business plan for such year.
(3) Consists of for fiscal 1998: (a) director's fees paid by the Bank of $12,000 to Mr. Parker; (b) $16,764 contributed to
the ESOP for the benefit of Mr. Parker; and (c) $9,303 accrued pursuant to a compensation agreement for the benefit of
Mr. Parker. The compensation agreement provides that the Bank will pay to Mr. Parker or his beneficiary upon Mr.
Parker's retirement after age 55 or in the event of his death or total and permanent disability, the amount then
contained in Mr. Parker's compensation account, which amount has been calculated based upon the projected difference
between the Bank's defined benefit plan that was terminated in fiscal 1992 and the defined contribution plan (i.e., the
Bank's Employees' Savings and Investment Plan) now in effect. The projected difference between the two plans was based
on actuarial calculations. The maximum amount that Mr. Parker could receive under his compensation agreement is
$165,457, assuming retirement at age 65.
(4) Consists of for fiscal 1998 the amount contributed to the ESOP for the benefit of Mr. Rothenbach.
</TABLE>
Stock Options
The Corporation has in effect equity plans that provide for the
granting of options to purchase Common Stock to key employees (including
officers) of the Corporation and its subsidiaries. The following table
sets forth information concerning the grants of stock options to the named
executive officers during fiscal 1998.
Option Grants in 1998 Fiscal Year
<TABLE>
<CAPTION>
Potential Realizable Value
Number of at Assumed Annual Rates of
Securities Percentage of Total Stock Price Appreciation
Underlying Options Granted to Exercise or for Option Term
Options all Employees in Base Price Expiration 5% 10%
Name Granted (1) 1998 Fiscal Year ($/share) Date
<S> <C> <C> <C> <C> <C> <C>
Donald D. Parker 10,000(2) 18.0% $23.75 5/26/07 $149,362 $378,514
James J. Rothenbach 20,000 36.0% $23.75 5/26/07 $298,725 $757,028
_____________
(1) The options reflected in the table are non-qualified stock options under the Internal Revenue Code of 1986, as amended
(the "Code").
(2) These options will be fully vested upon Mr. Parker's retirement.
</TABLE>
The following table sets forth information regarding the fiscal year-end
value of the unexercised options held by the named executive officers.
<TABLE>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money-Options
Number of Options at Fiscal-Year End At Fiscal Year-End (1)
Shares Acquired Value
Name Upon Exercise Realized (1) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Donald D. Parker 4,000 $41,500 33,543 10,000 $737,946 $ 82,500
James J. Rothenbach 0 0 20,696 20,000 $331,067 $165,000
----------
(1) The dollar values are calculated by determining the difference between the market value of the underlying Common Stock
and the exercise price of the options at exercise or fiscal year-end, as the case may be.
</TABLE>
Employment Agreements
The Corporation and the Bank have entered into an employment
agreement with Mr. Parker (the "Parker Agreement") for a term expiring on
October 31, 1999. During its term, the Parker Agreement provides that Mr.
Parker will serve as Chairman of the Board of the Corporation and the
Bank.
The Parker Agreement establishes Mr. Parker's annual salary at
$139,200, which salary is subject to upward adjustment, as well as
provides for the payment of certain other benefits. The Parker Agreement
provides that Mr. Parker may be terminated (i) in the event he becomes
totally and permanently disabled, (ii) for Just Cause (as such term is
defined in the Parker Agreement) or (iii) without cause, in which case Mr.
Parker would continue to receive his salary and benefits for the term of
the Parker Agreement. Additionally, Mr. Parker may terminate the Parker
Agreement in the event there is (without his express written consent) a
material diminution or interference with Mr. Parker's duties,
responsibilities and benefits as Chairman of the Board of the Corporation
and the Bank. In the case of such a termination, Mr. Parker would
continue to receive his salary and benefits for the term of the Parker
Agreement. The Parker Agreement also contains a covenant not to compete
which prevents Mr. Parker from undertaking certain specified actions
competitive with the business of the Bank and the Corporation without
consent of the Corporation during the term of the Parker Agreement and for
one year thereafter.
The Corporation and the Bank also have an employment agreement
with Mr. Rothenbach (the "Rothenbach Agreement"). Pursuant to the terms
of the Rothenbach Agreement, Mr. Rothenbach will serve as President and
Chief Executive Officer of the Corporation and the Bank for a term
expiring on April 30, 2001, which term is subject to an automatic one-year
extension on an annual basis.
The Rothenbach Agreement establishes Mr. Rothenbach's annual
salary at $155,000, which salary is subject to upward adjustment, as well
as provides for the payment of certain other benefits. The Rothenbach
Agreement provides that Mr. Rothenbach may be terminated (i) in the event
he becomes totally and permanently disabled, (ii) for Just Cause (as such
term is defined in the Rothenbach Agreement) or (iii) without cause, in
which case Mr. Rothenbach would continue to receive his salary and
benefits for the term of the Rothenbach Agreement. Additionally, Mr.
Rothenbach may terminate the Rothenbach Agreement in the event there is
(without his express written consent) a material diminution or
interference with Mr. Rothenbach's duties, responsibilities and benefits
as President and Chief Executive Officer of the Corporation and the Bank.
In the case of such a termination, Mr. Rothenbach would continue to
receive his salary and benefits for the term of the Rothenbach Agreement.
The Rothenbach Agreement also contains a covenant not to compete which
prevents Mr. Rothenbach from undertaking certain specified actions
competitive with the business of the Bank and the Corporation without
consent of the Corporation during the term of the Rothenbach Agreement and
for one year thereafter.
Should Mr. Rothenbach's employment as President or as Chief
Executive Officer of the Bank be terminated within 12 months following a
Change in Control (as that term is defined in the Rothenbach Agreement) of
the Corporation, the Rothenbach Agreement provides that he will be
entitled to (i) receive from the Corporation an amount equal to 2.99 times
his "base amount" (to be derived from the compensation paid to Mr.
Rothenbach by the Corporation and the Bank) and (ii) continue to be
covered, during the term of the Rothenbach Agreement (including any
renewal term) under the Corporation's and the Bank's pension and
retirement plans, life insurance and health insurance as if he was still
employed by the Bank during such period. The benefits payable to Mr.
Rothenbach in the event of termination following a Change in Control are
subject to reduction to avoid an "excess parachute payment" under the
Code.
Report on Executive Compensation
The Personnel Committee of the Board of Directors of the Bank is
responsible for all aspects of the compensation package offered to the
executive officers of the Corporation and the Bank, other than awards
under the Corporation's equity incentive plans. Officers of the
Corporation are not separately compensated for their service in such
capacity and are paid only for their service as officers of the Bank. The
Corporation's equity incentive plans are administered by the Compensation
Committee of the Board. The members of the Personnel Committee of the
Board of Directors of the Bank and the Compensation Committee of the Board
of Directors of the Corporation are identical. Both such Committees are
collectively referred to herein as the "Committee." The following report
was prepared by the current members of the Committee.
General Compensation Policies. In recommending and establishing
levels of executive compensation, it is the policy of the Committee to
take into account (a) job performance and productivity of the executive;
(b) the executive's dependability and cooperation; (c) compensation levels
for executives at other comparable institutions derived from state trade
association surveys or other sources; (d) the executive's responsibility
level during the present period and that anticipated in the future; and
(e) the executive's overall contribution towards achievement of the
Corporation's and the Bank's strategic plans and success of the
Corporation and the Bank. In applying these general policies, the
Committee has sought to ensure that a significant portion of the
compensation paid to senior executive officers be incentive-based since
these individuals have more control over and responsibility for the
direction and performance of the Corporation and the Bank. The
Committee's objective is that there be a greater degree of variability in
the amount of compensation paid to those officers depending on both the
Corporation's and the Bank's performance.
Executive Compensation Package. The compensation package
offered to the executive officers of the Corporation and the Bank consists
of a mix of salary, incentive bonus awards, and awards of stock options,
as well as benefits under several employee benefit plans offered by the
Corporation and the Bank. The Committee periodically reviews the various
aspects of the compensation package offered to executive officers in light
of the policies described above.
In order to attract and retain highly qualified executive
officers, the Committee annually establishes base salary ranges for the
executive officers of the Corporation and the Bank generally at or around
the median range of prevailing market practice as reflected by the savings
institutions and banks in the comparison group. The comparison group used
by the Committee consists of financial institutions, some of which are
mutual in form of organization and others of which are stock organizations
owned by holding companies. In the case of holding companies, only the
operating subsidiaries are considered in the comparison. This comparison
group, since it includes non-public entities, is not identical to the peer
group of companies referred to in the section entitled "Performance
Information." The Chief Executive Officer makes specific recommendations
for salary adjustments (other than his own) within the established ranges
to the Committee based upon the criteria set forth above. The Committee
reviews and fixes the base salary of the Chief Executive Officer based on
similar competitive compensation data and performance related criteria.
In addition to base salary, the Committee seeks to provide a
substantial portion of each executive officer's total compensation through
the Bank's Management Bonus Plan which provides awards based on the
performance of the Bank. The purpose of this plan is to more closely
align executive compensation to the annual and long-term financial
performance of the Bank and to award key employees for the achievement of
certain specified goals. The Management Bonus Plan allows executive
officers to earn cash bonus awards based upon the Bank's income and return
on average assets before taxes. The benchmark amount for the plan is set
by the Board of Directors of the Bank in consultation with the Committee.
Bonuses are awarded to the executive officers proportionately by base
salary levels.
The executive compensation package of the Corporation and the
Bank also includes stock option grants. Options granted to the executive
officers have a per share exercise price of 100% of the fair market value
of a share of Common Stock on the date of grant and, accordingly, the
value of the option will be dependent on the future value of the Common
Stock. It is the policy of the Compensation Committee that options
provide a long-term incentive and align the interests of management with
the interests of shareholders. In determining stock option awards, the
Compensation Committee takes into account an individual's level of
responsibility, leadership expectations and fulfillment thereof, and level
of management and decision making requirements. The Compensation
Committee also reviews and considers the competitive environment and the
need to attract and retain qualified executives when granting stock
options. During fiscal 1998, options to purchase 55,500 shares of Common
Stock were granted to the executive officers, including options to
purchase 10,000 shares and 20,000 shares granted to Messrs. Parker and
Rothenbach, respectively.
The Committee's policy with respect to other employee benefit
plans is to provide competitive benefits to employees of the Corporation
and the Bank, including the executive officers, to ensure their continued
service with the Corporation and the Bank. In addition, the ESOP provides
employees, including executive officers, with an additional equity-based
incentive to maximize long-term shareholder value. In the Committee's
view, a competitive employee benefit package is essential to achieving the
goal of retaining and attracting highly-qualified employees.
Under Section 162(m) of the Code, the tax deduction by corporate
taxpayers is limited with respect to the compensation of certain executive
officers above specified limits unless such compensation is based upon
performance objectives meeting certain regulatory criteria or is otherwise
excluded from the limitation. Based upon current compensation levels and
the Committee's commitment to link compensation with performance as
described in this report, the Committee currently intends to qualify
compensation paid to the executive officers of the Corporation and the
Bank for deductibility by the Corporation under Section 162(m).
Chief Executive Officer Compensation. In connection with the
Merger, Mr. Parker became Chairman of the Board of the Corporation and the
Bank on May 1, 1997. At that time, Mr. Parker entered into a new
employment agreement which is described above under the caption "Executive
Compensation--Employment Agreements." Mr. Parker was succeeded as
President and Chief Executive Officer of the Corporation and the Bank on
May 1, 1997 by Mr. Rothenbach, who also has an employment agreement which
is described above under the caption "Executive Compensation--Employment
Agreements." The compensation paid to Messrs. Parker and Rothenbach
during fiscal 1998 reflects the application of the foregoing policies. In
addition, when establishing the salary of the Chief Executive Officer, the
Committee considered the overall success of the Bank in terms of return on
assets, the control of operating expenses and the successful consummation
of the Merger. In fixing fiscal 1998 salaries, the Committee considered
the salaries offered by savings institutions and banks in the comparison
group described above, the increase in the Corporation's assets due to the
Merger on May 1, 1997 from $271 million in fiscal 1997 to $525 million in
fiscal 1998 and the added responsibilities of leading and managing a $525
million institution with 13 branch banking locations.
FCB FINANCIAL CORP. COMPENSATION COMMITTEE
FOX CITIES BANK PERSONNEL COMMITTEE
Richard A. Bergstrom
Thomas C. Butterbrodt (Co-Chairman)
David L. Erdmann (Co-Chairman)
David L. Omachinski
William A. Raaths
Ronald L. Tenpas
Certain Transactions
Since the beginning of the last fiscal year, certain directors
and executive officers of the Corporation and the Bank entered into new
loans or had loans outstanding with the Bank. Pursuant to the Bank's
current policy, all such loans were made in the ordinary course of
business and on substantially the same terms and conditions (including
interest rates and collateral) as those of comparable transactions
prevailing at the time, and do not involve more than the normal risk of
collectibility or present other unfavorable features. All loans
outstanding during such period to immediate family members of directors
and executive officers of the Corporation and the Bank were also made in
accordance with such terms.
On September 23, 1993, the Corporation loaned $1,800,000 to the
ESOP to allow the ESOP to purchase Common Stock in connection with the
Corporation's initial public offering. The loan has a ten-year term and
bears interest at a rate of 6.5%. At May 19, 1998, $499,071 was
outstanding under this loan. The Corporation also has a loan which
originally related to the OSB Employee Stock Ownership Plan and which was
assumed by the ESOP in connection with the Merger. This loan (which had
an initial principal amount of $1,035,000) has a term expiring in 2002 and
bears interest at the prime rate. At May 19, 1998, $317,521 was
outstanding under this loan.
PERFORMANCE INFORMATION
The following graph compares on a cumulative basis changes since
September 24, 1993 (the date on which the Common Stock was first publicly
traded) in (a) the total shareholder return on the Common Stock, (b) the
total return of companies in the Nasdaq Total Return Index, and (c) the
total return of companies in the SNL Thrift Index consisting of a peer
group of publicly traded savings and loan institutions. The total return
information presented in the graph assumes the reinvestment of dividends.
The graph assumes $100 was invested on September 24, 1993 in Common Stock,
the Nasdaq Total Return Index and the SNL Thrift Index.
Comparison of Cumulative
Total Return Among FCB Financial Corp.,
Nasdaq Total Return Index and SNL Thrift Index
[Performance Table]
9/24/93 3/31/94 3/31/95 3/31/96 3/31/97 3/31/98
FCB Financial Corp. $100 $136 $159 $194 $246 $368
Nasdaq Total
Return Index $100 $ 98 $109 $149 $167 $253
SNL Thrift Index $100 $ 97 $113 $159 $219 $367
APPROVAL OF THE 1998 PLAN
General
The purpose of the 1998 Plan is to promote the best interests of
the Corporation and its affiliates by encouraging and providing for the
acquisition of an equity interest in the success of the Corporation by
directors, officers and other key employees and by enabling the
Corporation and its affiliates to attract and retain the services of
directors, officers and other key employees upon whose judgment, interest,
skills, and special effort the successful conduct of their operations is
largely dependent.
The 1998 Plan was adopted by the Board on April 27, 1998. The
1998 Plan became effective on that date subject to shareholder approval
within twelve months following the Board's adoption of the 1998 Plan. The
1998 Plan was adopted to supplement the Corporation's 1993 Stock Option
and Incentive Plan (the "1993 Plan"). As of the date of this Proxy
Statement, only 54,587 shares of Common Stock remained available for the
granting of additional awards under the 1993 Plan.
The following summary description of the 1998 Plan is qualified
in its entirety by reference to the full text of the 1998 Plan which is
attached to this Proxy Statement as Appendix A.
Administration and Eligibility
The 1998 Plan is required to be administered by a committee of
the Board (the "Committee") consisting of no less than two directors who
are "nonemployee directors" within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and who
are "outside directors" within the meaning of Section 162(m) of the Code.
In the event that the Committee is at any time not in existence, the
functions of the Committee will be exercised by the Board. To the extent
permitted by applicable law, the Board may delegate to another committee
of the Board or one or more senior officers of the Corporation any or all
authority and responsibility of the Committee with respect to the 1998
Plan, other than with respect to participants who are subject to Section
16 of the Exchange Act. The Compensation Committee of the Board has been
designated as the current administrator of the 1998 Plan. Among other
functions, the Committee has the authority to interpret and administer the
1998 Plan and any instrument or agreement relating to, or made under, the
1998 Plan; establish, amend, suspend, or waive such rules and regulations
and appoint such agents as it shall deem appropriate for the
administration of the 1998 Plan; and make any other determination,
including factual determinations, and take any other action that the
Committee deems necessary or desirable for the administration of the 1998
Plan. The Committee's interpretation of the 1998 Plan and all
determinations made by the Committee pursuant to the 1998 Plan will be
conclusive and binding on all parties.
Any director, officer or other key employee of the Corporation
or any affiliate is eligible to be granted awards by the Committee under
the 1998 Plan. The Committee may consider such factors as it deems
appropriate in selecting participants and in determining the type and
amount of their respective awards. Currently, approximately 50 persons
are eligible to be participants in the 1998 Plan. The number of eligible
persons may increase over time based upon future growth of the
Corporation.
Awards Under the 1998 Plan; Available Shares
The 1998 Plan authorizes the Committee to award to eligible
participants: (a) stock options, which may be either incentive stock
options meeting the requirements of Section 422 of the Code ("ISOs") or
non-qualified stock options; (b) stock appreciation rights ("SARs"); (c)
restricted stock; and (d) performance shares and/or performance units. A
total of 250,000 shares of Common Stock may be issued pursuant to awards
granted under the 1998 Plan. If any shares subject to awards granted
under the 1998 Plan, or to which any award relates, are forfeited or if an
award otherwise terminates, expires or is canceled prior to the delivery
of all of the shares or other consideration issuable or payable pursuant
to the award, such shares will again be available for the granting of new
awards under the 1998 Plan. Any shares delivered pursuant to an award may
be either authorized and unissued shares of Common Stock or treasury
shares held by the Corporation.
Terms of Awards
Option Awards. Options granted under the 1998 Plan may be
either ISOs or non-qualified stock options. No individual may be granted
options in any single fiscal year for more than 25,000 shares of Common
Stock under the 1998 Plan (subject to adjustment as described below).
Except as otherwise required by the Code, the exercise price of
ISOs may not be less than 100% of the fair market value of a share of
Common Stock on the date of grant. In all other respects, the terms of
any ISOs granted under the 1998 Plan will be determined by the Committee
but shall comply with the applicable provisions of the Code. Non-
qualified stock options will be exercisable at purchase prices of not less
than 100% of the fair market value of the Common Stock on the date of
grant, unless otherwise determined by the Committee. Non-qualified stock
options will be exercisable at such times and subject to such terms and
conditions as determined by the Committee at the time of grant or
thereafter. The Committee shall determine the methods and the forms for
payment of the exercise price of options, which may include, among other
things, (a) delivery of cash or other shares or securities of the
Corporation having a fair market value equal to the exercise price of such
shares or (b) delivery to the Corporation of an option exercise form
together with instructions to a broker-dealer to sell or margin a
sufficient portion of the Common Stock and deliver the proceeds directly
to the Corporation to pay the purchase price. The 1998 Plan also allows
for the granting of replacement stock options in the event a participant
exercises an existing option with previously acquired shares of Common
Stock.
SARs. The grant of an SAR may relate to all or part of a
specific option granted under the 1998 Plan or may be granted
independently of any option granted under the 1998 Plan. SARs related to
an incentive stock option may only be granted at the same time as the
grant of such option. The grant price, term, calculation of fair market
value, methods of exercise, methods of settlement and any other terms and
conditions of any SAR are subject to determination by the Committee.
Unless otherwise determined by the Committee, SARs that relate to a
specific option granted under the 1998 Plan will be exercisable or will
mature at such time or times, on the conditions and to the extent and in
the proportion that any related option is exercisable, and may be
exercised or mature for all or part of the shares of stock subject to the
related option. Upon exercise of any number of SARs, the number of option
shares subject to any related option will be reduced accordingly and such
option shares will not again be available for delivery. The exercise of
any number of options will generally result in an equivalent reduction in
the number of option shares covered by the related SAR and such shares
will not again be available for delivery under the 1998 Plan. In
addition, no participant may be granted in any single fiscal year SARs
with respect to more than 25,000 shares of Common Stock under the 1998
Plan (subject to adjustment as described below).
Subject to the terms of the 1998 Plan and any applicable
agreement with a participant, upon exercise or maturity of a SAR, the
participant shall be entitled to receive payment of an amount determined
by multiplying (a) the difference between the fair market value of a share
of stock at the date of exercise over the grant price of the SAR as
determined by the Committee, by (b) the number of shares of stock with
respect to which the SAR is exercised.
Restricted Stock. Restricted stock granted to participants
under the 1998 Plan will be subject to such terms and conditions the
Committee determines appropriate, including: (a) restrictions on sale or
other disposition; (b) rights of the Corporation to reacquire restricted
stock upon termination of a participant's employment; or (c) achievement
of certain goals established by the Committee over a designated period of
time. The goals established by the Committee may relate to any one or
more of the following: interest income, earnings per share, return on
shareholder equity, share price, economic value added and/or, in the case
of participants not subject to Section 16 under the Exchange Act, such
other goals as may be established by the Committee in its discretion. If
the minimum goal established by the Committee is not achieved at the
conclusion of a period, all shares of restricted stock will be forfeited.
If the maximum goal is achieved, no shares of restricted stock will be
forfeited. Partial achievement of the maximum goal may result in
forfeiture corresponding to the degree of nonachievement to the extent
specified in writing by the Committee when the grant is made.
Unless otherwise determined by the Committee, during the period
of restriction, participants holding shares of restricted stock may
exercise full voting rights with respect to those shares and shall be
entitled to receive all dividends and other distributions paid or made
with respect to those shares while they are so held.
In addition, except as otherwise determined by the Committee,
upon termination of employment of a participant with the Corporation or an
affiliate for any reason during the applicable period of restriction, all
shares of restricted stock still subject to restriction will be forfeited
by the participant. The aggregate number of shares of restricted stock
granted to all participants under the 1998 Plan as a group shall not
exceed 50,000 (subject to adjustment as described below). No participant
will receive more than 25,000 shares of restricted stock in any single
fiscal year (subject to adjustment as described below).
Performance Shares and Performance Units. The Committee may
grant (a) performance shares or (b) performance units that consist of
monetary units, that the participant may earn in whole or in part if the
Corporation or the participant achieves certain goals established by the
Committee over a designated period of time consisting of one or more full
fiscal years, but not in any event more than ten (10) years. The goals
established by the Committee may relate to any one or more of the
following: interest income, earnings per share, return on shareholder
equity, share price, economic value added and/or, in the case of
participants not subject to Section 16 under the Exchange Act, such other
goals as may be established by the Committee in its discretion. In the
event the minimum goal established by the Committee is not achieved at the
conclusion of a period, no delivery of performance shares or payment of
performance units shall be made to the participant. In the event the
maximum goal is achieved, 100% of the performance shares or the monetary
value of the performance units will be delivered to the participant.
Partial achievement of the maximum goal may result in a delivery
corresponding to the degree of achievement to the extent specified in
writing by the Committee when the grant is made. The Committee shall have
the discretion to satisfy an obligation to deliver a participant's
performance shares by delivery of less than the number of performance
shares earned together with a cash payment equal to the then fair market
value of the shares not delivered. The Committee may make payment of a
performance unit earned in cash or in shares of Common Stock or in a
combination of both. The number of shares of Common Stock reserved for
issuance under the 1998 Plan shall be reduced only by the number of shares
delivered in respect of earned performance shares or in payment of
performance units.
Other Awards
The 1998 Plan also authorizes the Committee to provide
participants with the opportunity to elect to receive shares of Common
Stock in lieu of a portion or all of any cash bonus earned by such
participant or in lieu of an increase in base salary awarded to such
participant. In addition, the 1998 Plan authorizes the Committee to grant
such other awards as it may deem appropriate which are valued or otherwise
based on shares of Common Stock.
Change of Control
In the event of a Change of Control of the Corporation (as
defined in the 1998 Plan), (a) all stock options and SARs granted under
the 1998 Plan and not then exercisable will become immediately exercisable
and (b) all restrictions on outstanding shares of restricted stock will
lapse. In addition, upon the occurrence of a Change of Control, each
holder of a performance share and/or performance unit will have the right
to receive, upon surrender of the performance share and/or performance
unit, an amount in cash equal to the product of the value of the
performance share and/or performance unit and a fraction, the numerator of
which is the number of whole months which have elapsed from the beginning
of the performance period to the date of the Change of Control and the
denominator of which is the number of whole months in the performance
period.
Adjustments
If any dividend or other distribution, recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-
up, spin-off, combination, repurchase, or exchange of shares of Common
Stock or other securities of the Corporation, issuance of warrants or
other rights to purchase shares of Common Stock or other securities of the
Corporation, or other similar corporate transaction or event affects the
shares of Common Stock so that an adjustment is determined by the
Committee to be appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the
1998 Plan, then the Committee may in such manner as it deems equitable,
adjust (a) the number and type of shares subject to the 1998 Plan and
which thereafter may be made the subject of awards under the 1998 Plan,
(b) the number and type of shares subject to outstanding awards, and (c)
the grant, purchase or exercise price with respect to any award, or may
make provision for a cash payment to the holder of an outstanding award.
Limits on Transferability
Each award granted under the 1998 Plan shall not be transferable
other than by will or the laws of descent and distribution, except that a
participant may, to the extent allowed by the Committee and in a manner
specified by the Committee, (a) designate in writing a beneficiary to
exercise the award after the participant's death or (b) transfer any award
to the extent permitted by the Code.
Amendment and Termination
The Board may at any time amend, alter, suspend, discontinue or
terminate the 1998 Plan; provided, however, that shareholder approval of
any amendment of the 1998 Plan shall be obtained if otherwise required by
(i) the Code or any rules promulgated thereunder (in order to allow for
ISOs to be granted under the 1998 Plan or to enable the Corporation to
comply with the provisions of Section 162(m) of the Code so that the
Corporation can deduct compensation in excess of the limitation set forth
therein), or (ii) the listing requirements of the principal securities
exchange or market on which the Common Stock is then traded (in order to
maintain the listing or quotation of the Common Stock thereon). To the
extent permitted by applicable law, the Committee may also amend the 1998
Plan, provided that any such amendments are reported to the Board.
Termination of the 1998 Plan shall not affect the rights of participants
with respect to awards previously granted to them, and all unexpired
awards will continue in force and effect after termination of the 1998
Plan except as they may lapse or be terminated by their own terms and
conditions.
Term of the 1998 Plan
No award may be granted under the 1998 Plan after April 26,
2008.
Withholding
Under the 1998 Plan, the Corporation is entitled to withhold the
amount of any tax attributable to any amount payable or shares of Common
Stock deliverable under the Plan after giving the person entitled to
receive such amount or shares of Common Stock notice as far in advance as
practicable, and the Corporation may defer making payment or delivery if
any such tax may be pending unless and until indemnified to its
satisfaction. The Committee may, in its discretion and subject to such
rules as it may adopt, permit a participant to pay all or a portion of the
federal, state and local withholding taxes arising in connection with (a)
the exercise of a non-qualified stock option, (b) a disqualifying
disposition of Common Stock received upon the exercise of an ISO, (c) the
lapse of restrictions on restricted stock, or (d) the receipt of
performance shares, by electing to (i) have the Corporation withhold
shares of Common Stock, (ii) tender back shares of Common Stock received
in connection with such benefit, or (iii) deliver other previously owned
shares of Common Stock, having a fair market value equal to the amount to
be withheld. The Committee may, in its discretion, grant a cash bonus to
a participant who holds restricted stock or performance shares to enable
the participant to pay all or a portion of the federal, state or local tax
liability incurred by the participant upon the vesting of such restricted
stock or performance shares.
Certain Federal Income Tax Consequences
Stock Options. The grant of a stock option under the 1998 Plan
will create no income tax consequences to the participant or the
Corporation. A participant who is granted a non-qualified stock option
will generally recognize ordinary income at the time of exercise in an
amount equal to the excess of the fair market value of the Common Stock at
such time over the exercise price. The Corporation will be entitled to a
deduction in the same amount and at the same time as ordinary income is
recognized by the participant. A subsequent disposition of the Common
Stock will give rise to capital gain or loss to the extent the amount
realized from the sale differs from the tax basis, i.e., the fair market
value of the Common Stock on the date of exercise. This capital gain or
loss will be a long-term capital gain or loss if the Common Stock has been
held for more than one year from the date of exercise. Long-term capital
gain is subject to tax at a maximum stated rate of either 20% if the
employee has held the Common Stock for more than 18 months prior to the
disposition or 28% if the employee has held the Common Stock for not more
than 18 months prior to the disposition.
In general, a participant will recognize no income or gain as a
result of exercise of an ISO (except that the alternative minimum tax may
apply). A subsequent disposition of the Common Stock will give rise to
capital gain or loss to the extent the amount realized from the sale
differs from the tax basis, i.e., the exercise price of the ISO. Except
as described below, any gain or loss realized by the participant on the
disposition of the Common Stock acquired pursuant to the exercise of an
ISO will be treated as a long-term capital gain or loss and no deduction
will be allowed to the Corporation. Long-term capital gain is subject to
tax at a maximum stated rate of either 20% if the employee has held the
Common Stock for more than 18 months prior to the disposition or 28% if
the employee has held the Common Stock for not more than 18 months prior
to the disposition. If the participant fails to hold the shares of Common
Stock acquired pursuant to the exercise of an ISO for at least two years
from the date of grant of the ISO and one year from the date of exercise,
the participant will recognize ordinary income at the time of the
disposition equal to the lesser of (a) the gain realized on the
disposition, or (b) the excess of the fair market value of the shares of
Common Stock on the date of exercise over the exercise price. The
Corporation will be entitled to a deduction in the same amount and at the
same time as ordinary income is recognized by the participant. Any
additional gain recognized will be treated as a capital gain.
Stock Appreciation Rights. The grant of an SAR will create no
income tax consequences for the participant or the Corporation. Upon
exercise of an SAR, the participant will recognize ordinary income equal
to the amount of any cash and the fair market value of any shares of
Common Stock or other property received, except that if the participant
receives an option or shares of restricted stock upon exercise of an SAR,
recognition of income may be deferred in accordance with the rules
applicable to such other awards. The Corporation will be entitled to a
deduction in the same amount and at the same time as income is recognized
by the participant.
Restricted Stock. A participant will not recognize income at
the time an award of restricted stock is made under the 1998 Plan, unless
the election described below is made. A participant who has not made such
an election will recognize ordinary income at the time the restrictions on
the stock lapse in an amount equal to the fair market value of the
restricted stock at such time. The Corporation will be entitled to a
corresponding deduction in the same amount and at the same time as the
participant recognizes income. Any otherwise taxable disposition of the
restricted stock after the time the restrictions lapse will result in
capital gain or loss (long-term or short-term depending on the length of
time the restricted stock is held after the time the restrictions lapse).
Dividends paid in cash and received by a participant prior to the time the
restrictions lapse will constitute ordinary income to the participant in
the year paid. The Corporation will be entitled to a corresponding
deduction for such dividends. Any dividends paid in stock will be treated
as an award of additional restricted stock subject to the tax treatment
described herein.
A participant may, within 30 days after the date of the award of
restricted stock, elect to recognize ordinary income as of the date of the
award in an amount equal to the fair market value of such restricted stock
on the date of the award. The Corporation will be entitled to a
corresponding deduction in the same amount and at the same time as the
participant recognizes income. If the election is made, any cash
dividends received with respect to the restricted stock will be treated as
dividend income to the participant in the year of payment and will not be
deductible by the Corporation. Any otherwise taxable disposition of the
restricted stock (other than by forfeiture) will result in capital gain or
loss (long-term or short-term depending on the holding period). If the
participant who has made an election subsequently forfeits the restricted
stock, the participant will not be entitled to deduct any loss. In
addition, the Corporation would then be required to include as ordinary
income the amount of the deduction it originally claimed with respect to
such shares.
Performance Shares and Units. The grant of performance shares
or units will create no income tax consequences for the participant or the
Corporation. Upon the receipt of shares of Common Stock or cash at the
end of the applicable performance period, the participant will recognize
ordinary income equal to the fair market value of the shares of Common
Stock or the cash received, except that if the participant receives shares
of restricted stock in payment of performance shares or units, recognition
of income may be deferred in accordance with the rules applicable to such
restricted stock. In addition, the participant will recognize ordinary
income equal to the dividend equivalents paid on performance shares or
units prior to or at the end of the performance period. The Corporation
will be entitled to a deduction in the same amount and at the same time as
income is recognized by the participant.
New Plan Benefits
No awards have been made to date under the 1998 Plan and the
Corporation cannot currently determine the awards that may be granted in
the future to participants thereunder. Such determinations will be made
from time to time by the Committee. As described under the heading "Board
of Directors - Director Compensation," it is anticipated that an option to
purchase 1,500 shares of Common Stock will be granted to each of the
directors (other than Mr. Rothenbach) following the Annual Meeting
assuming that the 1998 Plan is approved by the shareholders.
During fiscal 1998, certain awards were granted by participants
under the 1993 Plan. Stock options granted under the 1993 Plan to the
named executive officers during fiscal 1998 are disclosed under the
caption "Executive Compensation." During fiscal 1998, options to purchase
a total of 55,500 shares were granted to all executive officers and all
other employees as a group under the 1993 Plan at an average per share
exercise price of $24.14.
On June 4, 1998, the last reported sale price per share of the
Common Stock on the Nasdaq National Market was $32.00.
Vote Required
The affirmative vote of the holders of a majority of the shares
of Common Stock represented and voted at the Annual Meeting with respect
to the 1998 Plan (assuming a quorum is present) is required to approve the
1998 Plan. Any shares not voted at the Annual Meeting with respect to the
1998 Plan (whether as a result of broker non-votes or otherwise) will have
no impact on the vote. Shares of Common Stock as to which holders abstain
from voting will be treated as votes against the 1998 Plan.
THE BOARD RECOMMENDS APPROVAL OF THE 1998 PLAN AND URGES EACH
SHAREHOLDER TO VOTE "FOR" THE 1998 PLAN. UNLESS MARKED TO THE CONTRARY,
THE SHARES REPRESENTED BY PROPERLY EXECUTED PROXIES RECEIVED PRIOR TO, OR
AT THE ANNUAL MEETING, AND NOT REVOKED, WILL BE VOTED "FOR" THE 1998 PLAN.
MISCELLANEOUS
Shareholder Proposals
Proposals which shareholders of the Corporation intend to
present at and have included in the Corporation's proxy statement for the
1999 annual meeting must be received by the Corporation by the close of
business on February 26, 1999. In addition, a shareholder who otherwise
intends to present business at the 1999 annual meeting must comply with
the requirements set forth in the Corporation's Bylaws. Among other
things, to bring business before an annual meeting, a shareholder must
give written notice thereof to the Secretary of the Corporation in advance
of the meeting in compliance with the terms and within the time periods
specified in the Bylaws.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Corporation's
executive officers and directors to file reports of ownership and changes
in ownership of Common Stock with the Securities and Exchange Commission.
The regulations of the Securities and Exchange Commission require
executive officers and directors to furnish the Corporation with copies of
all Section 16(a) forms they file. Based on a review of such forms, the
Corporation believes that all its executive officers and directors have
complied with the Section 16(a) filing requirements for the fiscal year
ended March 31, 1998.
Independent Auditors
Wipfli Ullrich Bertelson LLP served as the Corporation's
independent auditors for the fiscal year ended March 31, 1998.
Representatives of Wipfli Ullrich Bertelson LLP are expected to be present
at the Annual Meeting with the opportunity to make a statement if they so
desire. Such representatives are also expected to be available to respond
to appropriate questions. The Board will not appoint independent auditors
for the fiscal year ending March 31, 1999 until after the Annual Meeting.
Other Matters
The cost of soliciting proxies will be borne by the Corporation.
In addition to soliciting proxies by mail, proxies may be solicited
personally and by telephone by certain officers and regular employees of
the Corporation. The Corporation will also reimburse brokers and other
nominees for their expenses in communicating with the persons for whom
they hold Common Stock.
The Corporation will provide without charge a copy of its Annual
Report on Form 10-K (including financial statements and financial
schedules, but not including exhibits thereto), as filed with the
Securities and Exchange Commission, to each person who is a record or
beneficial owner of Common Stock as of the record date for the Annual
Meeting. A written request for a Form 10-K should be directed to Phillip
J. Schoofs, Vice President, Treasurer and Chief Financial Officer, FCB
Financial Corp., 420 South Koeller Street, Oshkosh, Wisconsin 54902.
By Order of the Board of Directors
FCB FINANCIAL CORP.
Harold L. Hermansen
Secretary
June 26, 1998
<PAGE>
Appendix A
FCB FINANCIAL CORP.
1998 INCENTIVE STOCK PLAN
Section 1. Purpose
The purpose of the FCB Financial Corp. 1998 Incentive Stock Plan
(the "Plan") is to promote the best interests of FCB Financial Corp.
(together with any successor thereto (the "Company")), its holders and its
Subsidiaries as defined in the Internal Revenue Code of 1986, as amended
(the "Code"), and any entities of which at least 20% of the equity
interest is held directly or indirectly by the Company (together
"Affiliates"), by encouraging and providing for the acquisition of an
equity interest in the success of the Company by directors, officers and
key employees and by enabling the Company and its Affiliates to attract
and retain the services of directors, officers and key employees upon
whose judgment, interest, skills, and special effort the successful
conduct of their operations is largely dependent.
Section 2. Effective Date
The Plan shall become effective on April 27, 1998, subject,
however, to the approval of the Plan by the shareholders of the Company at
the next annual meeting of shareholders within twelve months following the
date of adoption of the Plan by the Board of Directors of the Company (the
"Board").
Section 3. Administration
The Plan shall be administered by a committee (the "Committee")
of the Board, consisting of not less than two directors, each of whom
shall qualify as a "non-employee director" within the meaning of
Rule 16b-3 ("Rule 16b-3") under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and as an "outside director" under
Section 162(m)(4)(C) of the Code or any successor provisions thereto. If
at any time the Committee shall not be in existence, the Board shall
administer the Plan and all references to the Committee herein shall
include the Board. To the extent permitted by applicable law, the Board
may delegate to another committee of the Board or to one or more senior
officers of the Company any or all of the authority and responsibility of
the Committee with respect to the Plan, other than with respect to
participants who are subject to Section 16 of the Exchange Act
("Section 16 participants"). To the extent that the Board has delegated
to such other committee or one or more officers the authority and
responsibility of the Committee, all references to the Committee herein
shall include such other committee or one or more officers.
Subject to the terms of the Plan and applicable law, the
Committee shall have full power and authority to interpret and administer
the Plan and any instrument or agreement relating to, or made under, the
Plan; establish, amend, suspend, or waive such rules and regulations and
appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and make any other determination, including
factual determinations, and take any other action that the Committee deems
necessary or desirable for the administration of the Plan. The
Committee's decisions and determinations under the Plan need not be
uniform and may be made selectively among participants, whether or not
they are similarly situated. A majority of the members of the Committee
shall constitute a quorum and all determinations of the Committee shall be
made by a majority of its members. Any determination of the Committee
under the Plan may be made without notice or meeting of the Committee by a
writing signed by a majority of the Committee members. The Committee's
interpretation of the Plan and all determinations made by the Committee
pursuant to the powers vested in it hereunder shall be conclusive and
binding on all persons having any interests in the Plan or in any awards
granted hereunder.
Section 4. Eligibility and Participation
Participants in the Plan shall be selected by the Committee from
among those directors, officers and key employees of the Company and its
Affiliates, as the Committee may designate from time to time. The
Committee shall consider such factors as it deems appropriate in selecting
participants and in determining the type and amount of their respective
awards. The Committee's designation of a participant in any year shall
not require the Committee to designate such person to receive an award in
any other year.
Section 5. Stock Subject to Plan
5.1 Number. Subject to adjustment as provided in Section 5.3,
the total number of shares of Common Stock of the Company, par value of
$.01 per share (the "Stock"), which may be issued under the Plan shall be
250,000. No participant shall be granted benefits under the Plan that
could result in such participant (i) receiving in any single fiscal year
of the Company options for, and/or stock appreciation rights with respect
to, more than 25,000 shares of Stock; (ii) receiving benefits in any
single fiscal year of the Company relating to more than 25,000 shares of
Stock as restricted stock; (iii) receiving more than 25,000 performance
shares in any single fiscal year of the Company; or (iv) receiving
performance units exceeding $25,000 in value in any single fiscal year of
the Company. Such number of shares of Stock as specified in the preceding
sentence shall be subject to adjustment in accordance with the terms of
Section 5.3 hereof. It is intended that all determinations under this
Section 5 shall be made in a manner that is consistent with the exemption
for performance-based compensation provided by Section 162(m) of the Code
(or any successor provision thereto) and any regulations promulgated
thereunder, unless otherwise determined by the Committee. The shares to
be delivered under the Plan may consist, in whole or in part, of
authorized but unissued Stock or treasury Stock.
5.2 Unused Stock: Unexercised Rights. If, after the effective
date of the Plan, any shares of Stock covered by an award granted under
the Plan, or to which any award relates, are forfeited or if an award
otherwise terminates, expires or is canceled prior to the delivery of all
of the shares of Stock or of other consideration issuable or payable
pursuant to such award, then the number of shares of Stock counted against
the number of shares available under the Plan in connection with the grant
of such award shall again be available for the granting of additional
awards under the Plan to the extent determined to be appropriate by the
Committee.
5.3 Adjustment in Capitalization. In the event that the
Committee shall determine that any dividend or other distribution (whether
in the form of cash, Stock, other securities or other property),
recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase or
exchange of Stock or other securities of the Company, issuance of warrants
or other rights to purchase Stock or other securities of the Company, or
other similar corporate transaction or event affects the Stock such that
an adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the Committee may, in
such manner as it may deem equitable, adjust any or all of (i) the number
and type of shares of Stock subject to the Plan and which thereafter may
be made the subject of awards under the Plan; (ii) the number and type of
shares of Stock subject to outstanding awards; and (iii) the grant,
purchase or exercise price with respect to any award, or, if deemed
appropriate, make provision for a cash payment to the holder of an
outstanding award; provided, however, in each case, that with respect to
awards of incentive stock options no such adjustment shall be authorized
to the extent that such authority would cause such options to cease to be
treated as incentive stock options; and provided further, that the number
of shares of Stock subject to any award payable or denominated in Stock
shall always be a whole number. Any fractional shares resulting from such
adjustment shall be eliminated.
Section 6. Term of the Plan
No award shall be granted under the Plan after April 26, 2008.
However, unless otherwise expressly provided in an applicable award
agreement, any award theretofore granted may extend beyond such date and,
to the extent set forth in the Plan, the termination of the Plan shall not
affect authority of the Committee with respect to any such award or the
authority of the Board to amend the Plan.
Section 7. Stock Options
7.1 Grant of Options. Options may be granted to participants
at any time and from time to time as shall be determined by the Committee.
The Committee shall have complete discretion in determining the number,
terms and conditions of options granted to a participant. The Committee
also shall determine whether an option is to be an incentive stock option
within the meaning of Section 422 of the Code or a nonqualified stock
option; provided, however, that an incentive stock option may only be
granted to employees of the Company or a "subsidiary corporation" within
the meaning of Section 424 of the Code.
7.2 Incentive Stock Options. Except as otherwise required by
the Code, incentive stock options will be exercisable at purchase prices
of not less than one hundred percent (100%) of the fair market value of
the Stock on the date of grant, as such fair market value is determined by
such methods or procedures as shall be established from time to time by
the Committee ("Fair Market Value"). In all other respects, the terms of
any incentive stock option granted under the Plan shall be as determined
by the Committee but shall comply with the provisions of Section 422 of
the Code (or any successor provision thereto) and any regulations
promulgated thereunder.
7.3 Nonqualified Stock Options. Nonqualified stock options
will be exercisable at purchase prices of not less than one hundred
percent (100%) of the Fair Market Value of the Stock on the date of grant,
unless otherwise determined by the Committee. Nonqualified stock options
will be exercisable at such times and subject to such terms and conditions
as determined by the Committee at the time of grant or thereafter.
7.4 Award Agreement. The award agreement evidencing each
option shall specify the type of option granted, the option price, the
duration of the option, the number of shares of Stock to which the option
pertains and such other provisions as the Committee shall determine.
7.5 Fair Market Value. The Fair Market Value of the Stock
shall be determined by such methods or procedures as shall be established
from time to time by the Committee; provided, however, that the Fair
Market Value shall not be less than the par value of the Stock.
7.6 Payment. The Committee shall determine the methods and the
forms for payment of the purchase price of options, including (a) by
delivery of cash or other shares or securities of the Company having a
then Fair Market Value equal to the purchase price of such shares; or
(b) by delivery (including by fax) to the Company or its designated agent
of an executed irrevocable option exercise form together with irrevocable
instructions to a broker-dealer to sell or margin a sufficient portion of
the Stock and deliver the sale or margin loan proceeds directly to the
Company to pay the purchase price.
7.7 Certain Replacement Options. Without in any way limiting
the authority of the Committee to make grants of options to participants
hereunder, and in order to induce participants to retain ownership of the
Stock acquired upon the exercise of options, the Committee shall have the
authority (but not an obligation) to include within any agreement setting
forth the terms of any options (or any amendment thereto) a provision
entitling a participant to further options ("Replacement Options") in the
event the participant exercises any options (including a Replacement
Option) under the Plan, in whole or in part, by surrendering previously
acquired shares of Stock. Any such Replacement Options shall (a) be
nonqualified stock options, exercisable at a purchase price, unless
otherwise determined by the Committee, of 100% of the Fair Market Value of
the shares of Stock on the date the Replacement Options are granted,
(b) be for a number of shares of Stock equal to the number of shares
surrendered, (c) only become exercisable on the terms specified by the
Committee in the event the participant holds, for a minimum period of time
prescribed by the Committee, the shares of Stock the participant acquired
upon the exercise in connection with which the Replacement Options were
issued, and (d) be subject to such other terms and conditions as the
Committee may determine.
Section 8. Stock Appreciation Rights
8.1 Grant of Stock Appreciation Rights. Stock appreciation
rights may be granted to participants. A stock appreciation right may
relate to a specific option granted under the Plan and may, in such case,
relate to all or part of the option shares covered by the related option,
or may be granted independently of any option granted under the Plan.
Notwithstanding the foregoing, stock appreciation rights related to an
incentive stock option may only be granted at the same time as the grant
of such option. Subject to the terms of the Plan, the grant price, term,
calculation of Fair Market Value, methods of exercise, methods of
settlement and any other terms and conditions of any stock appreciation
right shall be as determined by the Committee.
8.2 Exercise or Maturity of Stock Appreciation Rights. The
Committee may impose such conditions or restrictions on the exercise of
any stock appreciation right as it may deem appropriate. Unless otherwise
determined by the Committee, stock appreciation rights that relate to a
specific option granted under the Plan shall be exercisable or shall
mature at such time or times, on the conditions and to the extent and in
the proportion that any related option is exercisable, and may be
exercised or mature for all or part of the shares of Stock subject to the
related option.
8.3 Effect of Exercise. Upon exercise of any number of stock
appreciation rights, the number of option shares subject to any related
option shall be reduced accordingly and such option shares may not again
be available for delivery under the Plan. The exercise of any number of
options shall result in an equivalent reduction in the number of option
shares covered by the related stock appreciation right and such shares may
not again be available for delivery under the Plan; provided, however,
that if a stock appreciation right was granted for less than all of the
option shares covered by any related option, any such reduction shall be
made at such time as, and only to the extent that, the number of shares
exercised under the related option exceeds the number of option shares not
covered by the stock appreciation right.
8.4 Payment of Stock Appreciation Right Amount. Subject to the
terms of the Plan and any applicable agreement with a participant, upon
exercise or maturity of a stock appreciation right, the holder shall be
entitled to receive payment of an amount determined by multiplying:
(a) The difference between the Fair Market Value of a
share of Stock at the date of exercise over the grant price of
the stock appreciation right as determined by the Committee, by
(b) The number of shares of Stock with respect to which
the stock appreciation right is exercised.
Section 9. Restricted Stock
9.1 Awards. The Committee is hereby authorized to issue
restricted stock to participants, with or without payment therefor, as
additional compensation, or in lieu of other compensation, for their
services to the Company and/or any Affiliate; provided, however, that the
aggregate number of shares of restricted stock granted to all participants
under the Plan as a group shall not exceed 50,000 (such number of shares
subject to adjustment in accordance with the terms of Section 5.3 hereof).
Restricted stock shall be subject to such terms and conditions as the
Committee determines appropriate, including, without limitation,
restrictions on sale or other disposition and rights of the Company to
reacquire such restricted stock upon termination of the participant's
employment within specified periods, as prescribed by the Committee.
9.2 Other Restrictions. Without limitation, such terms and
conditions may provide that restricted stock shall be subject to
forfeiture if the Company or the participant fails to achieve certain
goals established by the Committee over a designated period of time. The
goals established by the Committee may relate to any one or more of the
following: interest income, earnings per share, return on shareholder
equity, share price, economic value added and/or, in the case of
participants other than Section 16 participants, such other goals as may
be established by the Committee in its discretion. In the event the
minimum goal established by the Committee is not achieved at the
conclusion of a period, all shares of restricted stock shall be forfeited.
In the event the maximum goal is achieved, no shares of restricted stock
shall be forfeited. Partial achievement of the maximum goal may result in
forfeiture corresponding to the degree of nonachievement to the extent
specified in writing by the Committee when the grant is made. The
Committee shall certify in writing as to the degree of achievement after
completion of the performance period.
9.3 Registration. Any restricted stock granted under the Plan
to a participant may be evidenced in such manner as the Committee may deem
appropriate, including, without limitation, book-entry registration or
issuance of a stock certificate or certificates. In the event any stock
certificate is issued in respect of shares of restricted stock granted
under the Plan to a participant, such certificate shall be registered in
the name of the participant and shall bear an appropriate legend (as
determined by the Committee) referring to the terms, conditions and
restrictions applicable to such restricted stock.
9.4 Other Rights. Unless otherwise determined by the
Committee, during the period of restriction, participants holding shares
of restricted stock granted hereunder may exercise full voting rights with
respect to those shares and shall be entitled to receive all dividends and
other distributions paid or made with respect to those shares while they
are so held; provided, however, that the Committee may provide in any
grant of shares of restricted stock that payment of dividends thereon may
be deferred until termination of the period of restriction and may be made
subject to the same restrictions regarding forfeiture as apply to such
shares of restricted stock. If any such dividends or distributions are
paid in shares of Stock, the shares shall be subject to the same
restrictions on transferability as the shares of restricted stock with
respect to which they were paid.
9.5 Forfeiture. Except as otherwise determined by the
Committee, upon termination of employment of a participant with the
Company or an Affiliate (as determined under criteria established by the
Committee) for any reason during the applicable period of restriction, all
shares of restricted stock still subject to restriction shall be forfeited
by the participant to the Company; provided, however, that the Committee
may, when it finds that a waiver would be in the best interests of the
Company, waive in whole or in part any or all remaining restrictions with
respect to shares of restricted stock held by a participant.
Section 10. Performance Shares and Performance Units
10.1 Issuance. The Committee is hereby authorized to grant
performance shares and performance units to participants. Subject to
Section 5.1, the Committee shall have complete discretion in determining
the number of performance units and performance shares granted to a
participant.
10.2 Performance Shares. The Committee may grant performance
shares that the participant may earn in whole or in part if the Company or
the participant achieves certain goals established by the Committee over a
designated period of time consisting of one or more full fiscal years of
the Company, but not in any event more than ten (10) years. The goals
established by the Committee may relate to any one or more of the
following: interest income, earnings per share, return on shareholder
equity, share price, economic value added and/or, in the case of
participants other than Section 16 participants, such other goals as may
be established by the Committee in its discretion. In the event the
minimum goal established by the Committee is not achieved at the
conclusion of a period, no delivery of performance shares shall be made to
the participant. In the event the maximum goal is achieved, one hundred
percent (100%) of the performance shares shall be delivered to the
participant. Partial achievement of the maximum goal may result in a
delivery corresponding to the degree of achievement to the extent
specified in writing by the Committee when the grant is made. The
Committee shall certify in writing as to the degree of achievement after
completion of the performance period. The Committee shall have the
discretion to satisfy an obligation to deliver a participant's performance
shares by delivery of less than the number of performance shares earned
together with a cash payment equal to the then Fair Market Value of the
shares not delivered. The number of shares of Stock reserved for issuance
under the Plan shall be reduced only by the number of shares delivered in
respect of earned performance shares. Subject to Section 15(a)(iii), at
the time of making an award of performance shares, the Committee shall set
forth the consequences of the termination of a participant's employment
with the Company or an Affiliate prior to the expiration of the designated
performance period in respect of which the performance shares are awarded.
10.3 Performance Units. The Committee may grant performance
units to a participant that consist of monetary units and that the
participant may earn in whole or in part if the Company or the participant
achieves certain goals established by the Committee over a designated
period of time consisting of one or more full fiscal years of the Company,
but not in any event more than ten (10) years. The goals established by
the Committee may relate to any one or more of the following: interest
income, earnings per share, return on shareholder equity, economic value
added, share price and/or, in the case of participants other than
Section 16 participants, such other goals as may be established by the
Committee in its discretion. In the event the minimum goal established by
the Committee is not achieved at the conclusion of a period, no payment
shall be made to the participant. In the event the maximum goal is
achieved, one hundred percent (100%) of the monetary value of the
performance units shall be paid to the participant. Partial achievement
of the maximum goals may result in a payment corresponding to the degree
of achievement to the extent specified in writing by the Committee when
the grant is made. The Committee shall certify in writing as to the
degree of achievement after completion of the performance period. Payment
of a performance unit earned may be in cash or in shares of Stock or in a
combination of both, as the Committee in its sole discretion determines.
The number of shares of Stock reserved for issuance under this Plan shall
be reduced only by the number of shares delivered in payment of
performance units. Subject to Section 15(a)(iii), at the time of making
an award of performance units, the Committee shall set forth the
consequences of the termination of a participant's employment with the
Company or an Affiliate prior to the expiration of the designated
performance period in respect of which the performance units are awarded.
Section 11. Bonus Shares
The Committee is authorized to provide participants the
opportunity to elect to receive shares of Stock in lieu of a portion or
all of any cash bonuses under the Company's incentive compensation
programs and/or increases in base compensation. Bonus shares shall be
issued in an amount equal to (a) the equivalent dollar amount of bonus a
participant has elected to receive in Stock (subject to limits prescribed
by the Committee) divided by (b) the Fair Market Value of a share of Stock
(as determined by the Committee in advance or on the date the cash
compensation to which the bonus shares relate would otherwise be payable)
and shall be subject to such terms and conditions as the Committee deems
appropriate, including, without limitation, restrictions on sale or other
disposition.
Section 12. Other Awards
12.1 Other Stock-Based Awards. Other awards, valued in whole or
in part by reference to, or otherwise based on, shares of Stock, may be
granted either alone or in addition to or in conjunction with other awards
for such consideration, if any, and in such amounts and having such terms
and conditions as the Committee may determine.
12.2 Other Benefits. The Committee shall have the right to
provide types of benefits under the Plan in addition to those specifically
listed, if the Committee believes that such benefits would further the
purposes for which the Plan was established.
Section 13. Transferability
Each award granted under the Plan shall not be transferable
other than by will or the laws of descent and distribution, except that a
participant may, to the extent allowed by the Committee and in a manner
specified by the Committee, (a) designate in writing a beneficiary to
exercise the award after the participant's death; or (b) transfer any
award to the extent permitted by the Code.
Section 14. Rights of Participants
Nothing in the Plan shall interfere with or limit in any way the
right of the Company or any Affiliate to terminate any participant's
employment or service at any time nor confer upon any participant any
right to continue in the employ or as a director of the Company or any
Affiliate.
Section 15. Change of Control
(a) In the event of a "Change of Control" (as hereinafter
defined):
(i) each holder of an option or stock appreciation right
shall have the right at any time thereafter to exercise the
option or stock appreciation right in full whether or not the
option or stock appreciation right was theretofore exercisable;
(ii) all restrictions imposed upon restricted stock shall
lapse upon the date of the Change of Control;
(iii) each holder of a performance share and/or
performance unit for which the performance period has not
expired shall have the right, exercisable by written notice to
the Company within 60 days after the Change of Control, to
receive, in exchange for the surrender of the performance share
and/or performance unit, an amount of cash equal to the product
of the value of the performance share and/or performance unit
and a fraction, the numerator of which is the number of whole
months which have elapsed from the beginning of the performance
period to the date of the Change of Control and the denominator
of which is the number of whole months in the performance
period; and
(iv) each holder of a performance share and/or performance
unit that has been earned but not yet paid shall receive an
amount of cash equal to the value of the performance share
and/or performance unit.
For purposes of this Section 15, the "value" of a performance share shall
be equal to the highest of (1) the Fair Market Value of a share of Stock
on the date of the Change of Control, (2) the highest price per share of
Stock paid in the transaction giving rise to the Change of Control, or
(3) the Fair Market Value of a share of Stock calculated on the date of
surrender or payment, as the case may be.
(b) A "Change of Control" of the Company shall be deemed to
have occurred for purposes of this Section 15 if the event set forth in
any one of the following paragraphs shall have occurred:
(i) any "Person" (as such term is defined in
Section 3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof, except that for purposes of
this Section 15, the term "Person" shall not include (1) the
Company or any of its subsidiaries, (2) a trustee or other
fiduciary holding securities under an employee benefit plan of
the Company or any of its subsidiaries, (3) an underwriter
temporarily holding securities pursuant to an offering of such
securities, or (4) a corporation owned, directly or indirectly,
by the shareholders of the Company in substantially the same
proportions as their ownership of stock in the Company) is or
becomes the "Beneficial Owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the
Company (not including in the securities beneficially owned by
such Person any securities acquired directly from the Company or
its affiliates) representing 20% or more of either the then
outstanding shares of Stock of the Company or the combined
voting power of the Company's then outstanding voting
securities; notwithstanding the foregoing, a Person shall not be
deemed the Beneficial Owner of, or to beneficially own, any
security under this subparagraph (i) as a result of an
agreement, arrangement or understanding to vote such security if
the agreement, arrangement or understanding (A) arises solely
from a revocable proxy or consent given to such Person in
response to a public proxy or consent solicitation made pursuant
to, and in accordance with, the applicable rules and regulations
under the Exchange Act and (B) is not also then reportable on a
Schedule 13D or 13G under the Exchange Act (or any comparable or
successor report);
(ii) the following individuals cease for any reason to
constitute a majority of the number of directors then serving:
individuals who, on April 27, 1998, constitute the Board and any
new director (other than a director whose initial assumption of
office is in connection with an actual or threatened election
contest, including but not limited to a consent solicitation,
relating to the election of directors of the Company, as such
terms are used in Rule 14a-11 of Regulation 14A under the
Exchange Act) whose appointment or election by the Board or
nomination for election by the Company's shareholders was
approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors on April 27, 1998
or whose appointment, election or nomination for election was
previously so approved; or
(iii) the shareholders of the Company approve a merger
or consolidation of the Company with any other corporation or
approve the issuance of voting securities of the Company in
connection with a merger or consolidation of the Company (or any
direct or indirect subsidiary of the Company) pursuant to
applicable stock exchange requirements, other than (1) a merger
or consolidation which would result in the voting securities of
the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity or any parent thereof) at least 51% of the
combined voting power of the voting securities of the Company or
such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, or (2) a merger
or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person is or
becomes the Beneficial Owner, directly or indirectly, of
securities of the Company (not including in the securities
beneficially owned by such Person any securities acquired
directly from the Company or its Affiliates) representing 20% or
more of either the then outstanding shares of Stock of the
Company or the combined voting power of the Company's then
outstanding voting securities; or
(iv) the shareholders of the Company approve a plan of
complete liquidation or dissolution of the Company or an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets (in one transaction or
a series of related transactions within any period of
24 consecutive months), other than a sale or disposition by the
Company of all or substantially all of the Company's assets to
an entity, at least 75% of the combined voting power of the
voting securities of which are owned by Persons in substantially
the same proportions as their ownership of the Company
immediately prior to such sale.
Notwithstanding the foregoing, no "Change of Control" shall be deemed to
have occurred if there is consummated any transaction or series of
integrated transactions immediately following which the record holders of
the Stock of the Company immediately prior to such transaction or series
of transactions continue to have substantially the same proportionate
ownership in an entity which owns all or substantially all of the assets
of the Company immediately following such transaction or series of
transactions.
(c) The Committee may, in its sole and absolute discretion,
amend, modify or rescind the provisions of this Section 15 if it
determines that the operation of this Section 15 may prevent a transaction
in which the Company or any Affiliate is a party from being accounted for
on a pooling-of-interests basis.
Section 16. Amendment, Modification and Termination of Plan
16.1 Amendments and Termination. The Board may at any time
amend, alter, suspend, discontinue or terminate the Plan; provided,
however, that shareholder approval of any amendment of the Plan shall be
obtained if otherwise required by (i) the Code or any rules promulgated
thereunder (in order to allow for incentive stock options to be granted
under the Plan or to enable the Company to comply with the provisions of
Section 162(m) of the Code so that the Company can deduct compensation in
excess of the limitation set forth therein), or (ii) the listing
requirements of the principal securities exchange or market on which the
Stock is then traded (in order to maintain the listing or quotation of the
Stock thereon). To the extent permitted by applicable law, the Committee
may also amend the Plan, provided that any such amendments shall be
reported to the Board. Termination of the Plan shall not affect the
rights of participants with respect to awards previously granted to them,
and all unexpired awards shall continue in force and effect after
termination of the Plan except as they may lapse or be terminated by their
own terms and conditions.
16.2 Waiver of Conditions. The Committee may, in whole or in
part, waive any conditions or other restrictions with respect to any award
granted under the Plan.
Section 17. Taxes
The Company shall be entitled to withhold the amount of any tax
attributable to any amount payable or shares of Stock deliverable under
the Plan after giving the person entitled to receive such amount or shares
of Stock notice as far in advance as practicable, and the Company may
defer making payment or delivery if any such tax may be pending unless and
until indemnified to its satisfaction. The Committee may, in its
discretion and subject to such rules as it may adopt, permit a participant
to pay all or a portion of the federal, state and local withholding taxes
arising in connection with (a) the exercise of a nonqualified stock
option, (b) a disqualifying disposition of Stock received upon the
exercise of an incentive stock option, (c) the lapse of restrictions on
restricted stock, or (d) the receipt of performance shares, by electing to
(i) have the Company withhold shares of Stock, (ii) tender back shares of
Stock received in connection with such benefit, or (iii) deliver other
previously owned shares of Stock, having a Fair Market Value equal to the
amount to be withheld; provided, however, that the amount to be withheld
shall not exceed the participant's estimated total federal, state and
local tax obligations associated with the transaction. The election must
be made on or before the date as of which the amount of tax to be withheld
is determined and otherwise as required by the Committee. The Fair Market
Value of fractional shares of Stock remaining after payment of the
withholding taxes shall be paid to the participant in cash.
The Committee may, in its discretion, grant a cash bonus to a
participant who holds restricted stock or performance shares to enable the
participant to pay all or a portion of the federal, state or local tax
liability incurred by the participant upon the vesting of restricted stock
or performance shares. The Company shall deduct from any cash bonus such
amount as may be required for the purpose of satisfying the Company's
obligation to withhold federal, state or local taxes.
Section 18. Miscellaneous
18.1 Other Provisions. The grant of any award under the Plan
may also be subject to other provisions (whether or not applicable to the
benefit awarded to any other participant) as the Committee determines
appropriate, including, without limitation, provisions for (a) one or more
means to enable participants to defer recognition of taxable income
relating to awards or cash payments derived therefrom, which means may
provide for a return to a participant on amounts deferred as determined by
the Committee (provided that no such deferral means may result in an
increase in the number of shares of Stock issuable hereunder); (b) the
purchase of Stock under options in installments; (c) the financing of the
purchase of Stock under the options in the form of a promissory note
issued to the Company by a participant on such terms and conditions as the
Committee determines; (d) restrictions on resale or other disposition; and
(e) compliance with federal or state securities laws and stock exchange or
market requirements.
18.2 Award Agreement. No person shall have any rights under any
award granted under the Plan unless and until the Company and the
participant to whom the award was granted shall have executed an award
agreement in such form as shall have been approved by the Committee.
Section 19. Legal Construction
19.1 Requirements of Law. The granting of awards under the Plan
and the issuance of shares of Stock in connection with an award shall be
subject to all applicable laws, rules and regulations, and to such
approvals by any governmental agencies or national securities exchanges as
may be required.
19.2 Governing Law. The Plan, and all agreements hereunder,
shall be construed in accordance with and governed by the laws of the
State of Wisconsin.
19.3 Severability. If any provision of the Plan or any award
agreement or any award is or becomes or is deemed to be invalid, illegal
or unenforceable in any jurisdiction, or as to any person or award, or
would disqualify the Plan, any award agreement or any award under any law
deemed applicable by the Committee, such provision shall be construed or
deemed amended to conform to applicable laws, or if it cannot be so
construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan, any award agreement
or the award, such provision shall be stricken as to such jurisdiction,
person or award, and the remainder of the Plan, any such award agreement
and any such award shall remain in full force and effect.
<PAGE>
PROXY
FCB FINANCIAL CORP.
420 South Koeller Street
Oshkosh, Wisconsin 54902
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Donald D. Parker, James J. Rothenbach and
Phillip J. Schoofs, and each of them, as Proxies with the power of
substitution (to act jointly or if only one acts then by that one) and
hereby authorizes them to represent and to vote as designated on the
reverse side all of the shares of Common Stock of FCB Financial Corp. held
of record by the undersigned on May 19, 1998, at the annual meeting of
shareholders to be held on July 27, 1998, or any adjournment or
postponement thereof.
(Continued on reverse side)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
^FOLD AND DETACH HERE^
<PAGE>
This proxy when properly executed will be voted Please mark
in the manner directed herein by the undersigned your votes as [X]
shareholder. If no direction is made, this proxy indicated in
will be voted "FOR" the election of the Board's this example
nominees and "FOR" Item 2.
1. Election of Directors
FOR all WITHHOLD Terms expiring at the D. Geurden and
nominees AUTHORITY the 2000 Annual Meeting: W. Raaths
listed to vote for Terms expiring at the D. Erdmann,
(except all nominees 2001 Annual Meeting: D. Omachinski
as marked listed and D. Parker
to the INSTRUCTION: To withhold authority to vote
contrary) for any individual nominee, write that
nominee's name in the space provided below.
[_] [_]
---------------------------------------------
2. Approval of the FCB 3. IN THEIR DISCRETION, I plan to attend the
Financial Corp. THE PROXIES ARE meeting. [_]
1998 Incentive AUTHORIZED TO VOTE
Stock Plan. UPON SUCH OTHER
BUSINESS AS MAY
FOR AGAINST ABSTAIN PROPERLY COME BEFORE
[_] [_] [_] THE MEETING.
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. 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.
DATED: _______________________, 1998
----------------------------------------
Signature
----------------------------------------
Signature (if held jointly)
PLEASE SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
^FOLD AND DETACH HERE^
FCB Financial Corp.
Annual Meeting of Shareholders
Monday, July 27, 1998
2:00 p.m. - C.T.
at the
Ramada Inn
500 S. Koeller Street
Oshkosh, Wisconsin 54901
