[PERMANENT BANCORP LETTERHEAD]
July 1, 1999
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Permanent
Bancorp, Inc., we cordially invite you to attend the Annual Meeting of
Stockholders of the Company. The Meeting will be held at 1:00 p.m., Evansville,
Indiana time, on July 27, 1999, at the Radisson Hotel, Salon A, located at 600
Walnut Street, Evansville, Indiana.
In addition to the election of directors, stockholders are being asked
to ratify the adoption of the 1999 Omnibus Incentive Plan and to ratify the
appointment of Deloitte & Touche LLP as the Company's auditors. Accordingly,
your Board of Directors unanimously recommends that you vote FOR the election of
the nominees for director, the ratification of the adoption of the 1999 Omnibus
Incentive Plan and the appointment of Deloitte & Touche LLP.
We encourage you to attend the Meeting in person. Whether or not you
plan to attend, however, please read the enclosed Proxy Statement and then
complete, sign and date the enclosed proxy card and return it in the
accompanying postpaid return envelope as promptly as possible. This will save
the Company additional expense in soliciting proxies and will ensure that your
shares are represented at the Meeting.
Thank you for your attention to this important matter.
Very truly yours,
/s/ Donald P. Weinzapfel
------------------------
Donald P. Weinzapfel
Chairman of the Board and
Chief Executive Officer
<PAGE>
PERMANENT BANCORP, INC.
101 Southeast Third Street
Evansville, Indiana 47708
(812) 428-6800
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on July 27, 1999
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Permanent Bancorp, Inc. (the "Company") will be held at the
Radisson Hotel, Salon A, located at 600 Walnut Street, Evansville, Indiana at
1:00 p.m. Evansville, Indiana time, on July 27, 1999.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of three directors of the Company;
2. The ratification of the adoption of the 1999 Omnibus Incentive Plan;
3. The ratification of the appointment of Deloitte & Touche LLP as
auditors for the Company for the fiscal year ending March 31, 2000;
and such other matters as may properly come before the Meeting, or any
adjournments or postponements thereof. The Board of Directors is not aware of
any other business to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on
the date specified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on June 22, 1999 are
the stockholders entitled to vote at the Meeting and any adjournments or
postponements thereof. A list of stockholders entitled to vote at the Meeting
will be available for inspection at 101 Southeast Third Street for a period of
ten days prior to the Meeting and will also be available at the Meeting.
You are requested to complete and sign the enclosed Proxy Card which is
solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. The Proxy will not be used if you attend and vote at the
Meeting in person.
By Order of the Board of Directors
/s/ Donald P. Weinzapfel
----------------------------------
Donald P. Weinzapfel
Chairman of the Board and
Chief Executive Officer
Evansville, Indiana
July 1, 1999
- --------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING.
A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
- --------------------------------------------------------------------------------
<PAGE>
PROXY STATEMENT
PERMANENT BANCORP, INC.
101 Southeast Third Street
Evansville, Indiana 47708
(812) 428-6800
ANNUAL MEETING OF STOCKHOLDERS
July 27, 1999
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of Permanent Bancorp, Inc. (the "Company")
of proxies to be used at the Annual Meeting of Stockholders of the Company (the
"Meeting") which will be held at the Radisson Hotel, Salon A, located at 600
Walnut Street, Evansville, Indiana, on July 27, 1999, at 1:00 p.m., Evansville,
Indiana time, and all adjournments of the Meeting. The accompanying Notice of
Annual Meeting and this Proxy Statement are first being mailed to stockholders
on or about June 29, 1999. Certain of the information provided herein relates to
Permanent Federal Savings Bank (the "Bank"), a wholly owned subsidiary of the
Company.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon (i) the election of three directors of the Company, (ii) the
ratification of the adoption of the 1999 Omnibus Incentive Plan, and (iii) the
ratification of the appointment of Deloitte & Touche LLP as the Company's
auditors for the fiscal year ending March 31, 2000.
Vote Required and Proxy Information
All shares of common stock of the Company, par value $.01 per share
(the "Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted for the nominees and the
adoption of the proposals set forth in this Proxy Statement. The Company does
not know of any matters, other than as described in the Notice of Annual
Meeting, that are to come before the Meeting. If any other matters are properly
presented at the Meeting for action, the persons named in the enclosed proxy
card and acting pursuant thereto will have the discretion to vote on such
matters in accordance with their best judgment.
Directors shall be elected by a plurality of the votes present in
person or represented by proxy at the Meeting and entitled to vote on the
election of directors. In all matters other than the election of directors, the
affirmative vote of the majority of shares present in person or represented by
proxy at the Meeting and entitled to vote on the matter shall be the act of the
stockholders. Proxies marked to abstain with respect to a proposal have the same
effect as votes against the proposal. Broker non-votes have no effect on the
vote. One-third of the shares of the Common Stock, present in person or
represented by proxy, shall constitute a quorum for purposes of the Meeting.
Abstentions and broker non- votes are counted for purposes of determining a
quorum.
<PAGE>
A proxy given pursuant to this solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy, (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting, or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Robert A.
Cern, Secretary, Permanent Bancorp, Inc., 101 Southeast Third Street,
Evansville, Indiana 47708.
<PAGE>
Voting Securities and Certain Holders Thereof
Stockholders of record as of the close of business on June 22, 1999
will be entitled to one vote for each share then held. As of that date, the
Company had 3,994,222 shares of Common Stock issued and outstanding. The
following table sets forth information regarding share ownership of: (i) those
persons or entities known by management to beneficially own more than five
percent of the Common Stock, (ii) each officer of the Company and the Bank who
made in excess of $100,000 (salary and bonus) (the "Named Officers") during the
1999 fiscal year ("fiscal 1999"), and (iii) all directors and executive officers
as a group.
Shares Percent
Beneficially of
Beneficial Owner Owned Class
---------------- ------------ ---------
Five Percent Beneficial Owners
- ------------------------------
Permanent Bancorp, Inc. 333,270(1) 8.3%
Employee Stock Ownership Plan
101 Southeast Third Street
Evansville, Indiana 47708
Rahmi Soyugenc 259,646(2) 6.5
119 LaDonna Boulevard
Evansville, Indiana 47711
Named Officers
Donald P. Weinzapfel 241,730(3) 5.8
Murray J. Brown 44,890(4) 1.1
All directors and executive officers
of the Company and the Bank
as a group (16 persons) 560,807(5) 13.2
(1) First Bankers Trust Co., N.A., Quincy, Illinois, the trustee of the
ESOP, has sole voting and investment power over the 84,736 shares held
by the Company's Employee Stock Ownership Plan (the "ESOP") which have
not been allocated to participants, and may be deemed under applicable
regulations to beneficially own such shares. Participants under the
ESOP have the right to direct the voting of the 248,534 shares
allocated to their ESOP accounts. Under the terms of the ESOP,
unallocated shares are voted by the trustee in the same proportion that
the participants vote the allocated shares with respect to each issue
being voted upon.
(2) As reported in a Schedule 13D, dated April 4, 1995, in which Mr.
Soyugenc reported sole voting and investment power over 259,646 shares
of Common Stock.
(3) As reported on Schedule 13D, dated May 26, 1998, in which Mr.
Weinzapfel reported sole voting power over 95,559 shares, sole
dispositive power over 90,897 shares, shared voting power over 22,319
shares and shared dispositive power over 22,319 shares on a pre-split
basis.
<PAGE>
(4) Includes 8,100 shares held directly, 4,100 shares held jointly with Mr.
Brown's spouse, 6,291 shares allocated to Mr. Brown's account pursuant
to the Company's ESOP, 2,400 shares granted pursuant to the Company's
RRP which shares are vested and 24,000 shares subject to options
granted pursuant to the Company's Stock Option Plan, which options are
exercisable within 60 days of June 22, 1999. Mr. Brown may be deemed to
have sole or shared voting and/or investment power with respect to the
shares reported above as beneficially owned.
(5) This amount includes shares held directly, as well as shares held
jointly with family members, shares held in retirement accounts, shares
allocated to the accounts of such persons under the ESOP, shares held
in a fiduciary capacity, held by certain of the group members'
families, or held by trusts of which the group member is a trustee or
substantial beneficiary, with respect to which shares the group member
may be deemed to have sole or shared voting and/or investment power.
This amount also includes an aggregate of 265,107 shares subject to
options awarded under the Company's 1993 Stock Option and Incentive
Plan (the "Stock Option Plan") which have vested and are exercisable
within 60 days of the date hereof. This amount excludes an aggregate of
26,903 shares subject to options granted under the Stock Option Plan
which have not vested and are not exercisable within 60 days of the
date hereof.
2
<PAGE>
I. ELECTION OF DIRECTORS
General
The Company's Board of Directors currently consists of ten members. Each
of the current directors of the Company has served in such capacity since the
Company's organization in December 1993, except for Messrs. McCarty, Brown and
Schenk. The Board is divided into three classes, with two classes containing
three members each and the third class containing four members. One of the three
stands for election annually. Directors of the Company are generally elected to
serve for a three-year term or until their respective successors are elected and
qualified.
The following table sets forth certain information, as of June 22, 1999,
regarding the composition of the Company's Board of Directors continuing in
office, including each director's term of office. The Nominating Committee has
recommended and approved the nominees identified in the following table. It is
intended that the proxies solicited on behalf of the Board of Directors (other
than proxies in which the vote is withheld as to a nominee) will be voted at the
Meeting FOR the election of the nominees identified below. If a nominee is
unable to serve, the shares represented by all valid proxies will be voted for
the election of such substitute nominee as the Board of Directors may recommend.
At this time, the Board of Directors knows of no reason why any nominee may be
unable to serve, if elected. Except as disclosed herein, there are no
arrangements or understandings between the nominee and any other person pursuant
to which the nominee was selected.
<TABLE>
<CAPTION>
Shares of
Common Stock Percent
Position(s) Held Director Term to Beneficially of
Name Age in the Company Since(1) Expire Owned(2) Class
- ------------------------------- ----- ---------------- -------- -------- ---------- ------
NOMINEES
<S> <C> <C> <C> <C> <C> <C>
Donald P. Weinzapfel 63 Chairman of the Board 1978 2002 241,730 5.8%
and Chief Executive
Officer
Daniel L. Schenk 45 Director 1998 2002 2,580 (3)
James D. Butterfield 42 Director 1995 2002 7,452 (3)
DIRECTORS CONTINUING IN OFFICE
Daniel F. Korb 67 Director 1981 2000 23,578 (3)
Robert L. Northerner 70 Director 1978 2000 19,378 (3)
James W. Vogel 70 Director 1975 2000 37,378 (3)
Jack H. Kinkel 59 Director 1975 2001 56,208(4) 1.4
James A. McCarty, Jr. 46 Director 1996 2001 8,760 (3)
Murray J. Brown 50 President 1997 2001 42,266 (3)
</TABLE>
(1) Includes service as a director of the Bank.
(2) Amounts include shares held directly and jointly with family members, as
well as shares which are held in retirement accounts, held in a fiduciary
capacity, held by certain members of the director's family, or held by
trusts of which the director is a trustee or substantial beneficiary, with
respect to which shares the respective directors may be deemed to have sole
or shared voting and/or investment power. Amounts also include 135,500,
2,380, 2,382, 24,000, 9,122, 4,761 and 9,522 shares subject to options
awarded under the Stock Option Plan to Mr. Weinzapfel, Mr. Schenk, Mr.
Butterfield, Mr. Brown, Mr. Kinkel, Mr. McCarty and to each other
non-employee director of the Company, respectively, which have vested and
which are exercisable within 60 days of the date hereof. Amounts exclude
8,000, 4,761 and 7,142 shares subject to options granted under the Stock
Option Plan to Mr. Brown, Mr. McCarty and Mr. Schenk, respectively, which
have not vested and are not exercisable within 60 days of the date hereof.
3
<PAGE>
(3) Less than one percent.
(4) Includes 25,886 shares held directly and 20,000 shares held as profit
sharing plan trustee. Also includes 1,200 shares held as custodian for minor
grandchildren under the Uniform Gifts to Minors Act as to which shares Mr.
Kinkel disclaims any beneficial ownership.
The principal occupation of each director of the Company and each of
the nominees for director is set forth below. All directors and nominees have
held their present position for at least five years unless otherwise indicated.
Donald P. Weinzapfel. Mr. Weinzapfel joined the Bank in 1978 as Vice
President and Director upon the merger of Home Federal Savings and Loan
Association of Evansville into the Bank. He served as President and Chief
Executive Officer of the Bank from 1985 until 1998, and as Chairman of the Board
of the Bank from 1990 to January 1, 1999. Mr. Weinzapfel is currently serving as
Chairman of the Board and Chief Executive Officer of the Company.
Daniel L. Schenk. Mr. Schenk is the Chancellor of Ivy Tech State
College - Evansville Region, a position he has held since 1990.
James D. Butterfield. Mr. Butterfield joined the Board of Directors on
January 1, 1995. Since 1987, Mr. Butterfield has served as President of Smith &
Butterfield, Inc., a large office equipment and supply firm in the Evansville
area.
Daniel F. Korb. Prior to his retirement on December 31, 1993, Mr. Korb
served as Executive Vice President and Secretary of the Bank. Mr. Korb joined
the Bank in 1953, was promoted to Executive Vice President in 1985 and became
Secretary in 1990.
Robert L. Northerner. Since 1991, Mr. Northerner has served as Vice
President of Sales and General Manager of The Floor Covering Emporium, an
Evansville-based floor covering company. Prior thereto, Mr. Northerner was
co-owner (along with Director Vogel) and served as President of Dale Sales
Company, Inc., a service merchandising company, prior to its merger into
Roundy's, another service merchandising company. After the merger, Mr.
Northerner served as Vice President of Sales for the Evansville branch of
Roundy's from 1985 to 1989.
James W. Vogel. Mr. Vogel is Secretary-Treasurer of Results Oriented,
Inc., a service merchandising company based in Indianapolis. Mr. Vogel was
founder and co-owner (along with Director Northerner) of Dale Sales Company,
Inc. from 1952 to 1985, when this business was sold to Roundy's.
Jack H. Kinkel. Mr. Kinkel is President of Jack R. Kinkel & Son
Architects, P. C. and has been in private practice since 1964. Mr. Kinkel is a
licensed architect in Indiana, Kentucky and Illinois. He is certified by the
National Council of Architectural Registration Boards and is a member of the
American Institute of Architects.
James A. McCarty, Jr. Mr. McCarty joined the Board of Directors in
August of 1996. Since 1989, he has served as President of McCarty's Colonial
Home and Garden Supplies. As president, Mr. McCarty oversees all company
business including management of 100 full-time employees.
Murray J. Brown. Mr. Brown is currently serving as President of the
Company and Chairman of the Board, President and Chief Executive Officer of the
Bank. Mr. Brown joined the Board of Directors in March of 1997. From November
1991 until November 1993, Mr. Brown served as the president and CEO of Trans
Financial Bank of Tennessee. From November 1993 until October 1995, Mr. Brown
was self-employed as a private investor/consultant and from February 1992 until
November 1993, he served as a Director of Trans Financial Corporation.
4
<PAGE>
Meetings and Committees of the Board of Directors
Meetings and Committees of the Company. Meetings of the Company's Board
of Directors are generally held on a monthly basis. The Board of Directors held
twelve regular meetings during fiscal 1999. During fiscal 1999, no incumbent
director of the Company attended fewer than 75% of the aggregate of the total
number of Board meetings or meeting held by the Board committees on which he
served, except for Director Stone, who missed four regular meetings due to
illness.
The Board of Directors of the Company has standing Executive, Audit,
Compensation and Nominating Committees.
The Executive Committee is comprised of Directors Korb, Vogel,
Northerner, Brown and Weinzapfel. The Executive Committee meets on an as needed
basis and exercises the power of the Board of Directors between Board meetings,
to the extent permitted by Delaware law. This Committee did not meet during
fiscal 1999.
The Audit Committee recommends independent auditors to the Board,
reviews the results of the auditors' services, reviews with management and the
internal auditors the systems of internal control and internal audit reports and
assures that the books and records of the Company are kept in accordance with
applicable accounting principles and standards. The members of the Audit
Committee are Directors Kinkel, Butterfield, McCarty and Schenk. During the
fiscal year ended March 31, 1999, this Committee did not meet; rather, the full
Board performed its function.
The Compensation Committee is composed of Directors Vogel, Butterfield
and Schenk. This Committee is responsible for administering the Company's Stock
Option Plan and Recognition and Retention Plan. This Committee met three times
during the fiscal year ended March 31, 1999.
The Nominating Committee is composed of Directors Weinzapfel, McCarty,
Butterfield and Kinkel. This Committee is responsible for selecting nominees for
election as directors. While the Nominating Committee will consider nominees
recommended by stockholders, the Committee has not actively solicited such
nominations. Pursuant to the Company's Bylaws, nominations by stockholders must
be delivered in writing to the Secretary of the Company not less than 90 days
prior to the date of the Meeting; provided however, that in the event that less
than one hundred days' notice or prior public disclosure of the date of the
meeting is given or made to the stockholders, notice by the stockholder to be
timely must be received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. This Committee met two times during
the fiscal year ended March 31, 1999.
Meetings and Committees of the Bank. The Bank's Board of Directors
meets monthly and may have additional special meetings upon the written request
of the Chairman of the Board or at least three directors. The Board of Directors
met fourteen times during the fiscal year ended March 31, 1999. During fiscal
1999, no incumbent director of the Bank attended fewer than 75% of the aggregate
of the total number of Board meetings and the total number of meetings held by
the committees of the Board of Directors on which he served, except for Director
Stone, who missed four regular meetings due to illness.
<PAGE>
The Bank has standing Audit and Compensation Committees.
The Audit Committee meets quarterly to review the adequacy of internal
and external audit controls and directly supervises the Bank's Internal Auditor.
The Audit Committee also recommends the selection of the Bank's independent
auditors to the Board of Directors, meets with the auditors to discuss the scope
and to review the results of the annual audit and acts as liaison between the
Board and management and the auditors. Board members of this Committee include
Directors Kinkel (Chairman), Schenk, Butterfield and McCarty. This Committee met
four times during fiscal 1999.
The Compensation Committee meets annually to review salaries and
directors fees as well as the performance of officers, and to recommend
compensation adjustments to the full Board. This Committee is comprised of
Directors Vogel (Chairman), Northerner, Butterfield and Korb. During fiscal 1999
this Committee met two times.
5
<PAGE>
Director Compensation
Fees. The Company's directors are not paid fees for their service in
such capacity. Non-employee directors of the Bank are paid a fee of $1,250 per
quarter plus $625 per Regular Board meeting attended. Employee members of the
Bank's Board receive $625 for each Board meeting attended. No fee is paid for
membership on the Bank's committees.
Deferred Compensation Agreements. The Bank has entered into a Director
Deferred Compensation Agreement ("DDCA") with each non-employee director. The
DDCAs are unfunded, non-qualified agreements which provide for retirement,
financial hardship, death and disability benefits for the participants or their
designated beneficiaries. Under the DDCAs, each non-employee director may make
an annual election to defer receipt of all or a portion of his monthly director
fees. When the director reaches the age specified in his DDCA (generally between
age 70 and 73), he will be entitled to receive his accrued benefit payable over
a 10-year period. The DDCAs also provide for disability and death benefits,
including a $10,000 burial expense payment. Until disbursed, the amounts
directed to be deferred are subject to the claims of general creditors.
Executive Compensation
The Company has not paid any compensation to its executive officers
since its formation. The Company does not presently anticipate paying any
compensation to such persons until it becomes actively involved in the operation
or acquisition of businesses other than the Bank.
The following table sets forth information regarding compensation paid
by the Bank to its Chief Executive Officer and Chief Operating Officer for
services rendered during fiscal years ended March 31, 1999, 1998 and 1997. No
other executive officer made in excess of $100,000 during the fiscal year ended
March 31, 1999.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
Restricted
Stock Options/ All Other
Name and Principal Position Year Salary Bonus Award(s) SARs Compensation
($)(1) ($) ($) (#) ($)
- ------------------------------------ --------- ------------ ------------ ------------- ------------- -------------------------
<S> <C> <C> <C> <C> <C> <C>
Donald P. Weinzapfel 1999 $181,500 $ --- $ --- $--- $39,582(2)
Chairman of the Board and 1998 165,213 33,043 --- --- 5,016
Chief Executive Officer 1997 156,600 34,452 --- --- 4,978
Murray J. Brown 1999 $137,603 $16,784 $14,700 --- $37,933(2)
President and Director 1998 115,508 17,326 --- --- 4,499
1997 108,167 18,150 --- --- 2,478
==================================== ========= ============ ============ ============= ============= =========================
</TABLE>
- ------------------
(1) Includes directors fees of $7,500 and $7,500 to Messrs. Weinzapfel and
Brown, respectively.
(2) Includes matching 401(k) plan contributions of $1,600 and $1,301, ESOP
allocations of $28,215 and $28,215 and health insurance premiums of $3,394
and $3,394 on behalf of Messrs. Weinzapfel and Brown, respectively.
6
<PAGE>
The following table sets forth certain information concerning the
number and value of stock options held by Mr. Weinzapfel and Mr. Brown at March
31, 1999.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#) FY-End ($)(1)
Shares Acquired Value
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Donald P. Weinzapfel 2,000 $22,000 136,000 --- $782,000 $ ---
Murray J. Brown --- $ --- 24,000 8,000 $ 61,500 $20,500
======================================================================= ================ ============ ================
</TABLE>
- ----------------
(1) Represents the aggregate market value of incentive stock options to
purchase shares of Common Stock (market price less the exercise price
of $5.00 per share with regard to Mr. Weinzapfel's options and $8.1875
per share with regard to Mr. Brown's options) awarded to Messrs.
Weinzapfel and Brown based upon the closing price of $10.75 per share
for the Common Stock on March 31, 1999, as reported by the Nasdaq
National Market.
Employment Agreements
The Company and the Bank entered into an employment agreement with
Donald P. Weinzapfel on October 6, 1998. The Bank also has an employment
agreement with Murray J. Brown dated November 21, 1995. Mr. Weinzapfel's
employment agreement expires on April 1, 2000, while Mr. Brown's employment
agreement provides for a three year term. Mr. Weinzapfel's salary is a fixed
amount, and Mr. Brown's employment agreement provides for an annual base salary
as determined by the Board of Directors, which may not be less than his current
salary. Salary increases for Mr. Brown are reviewed not less often than annually
thereafter, and are subject to the sole discretion of the Board of Directors.
Mr. Brown's employment agreement provides for an extension for one additional
year at the end of each contract year, but only upon authorization by the Board
of Directors. Both agreements provide for termination upon the officer's death,
for cause or upon certain events specified by regulations of the Office of
Thrift Supervision. The agreement is terminable by the officer upon 90 days'
notice to the Bank.
<PAGE>
The employment agreements also provide for payment to the officers in
the event there is a change in control of the Company or the Bank (as defined in
the agreement) where employment terminates involuntarily in connection with such
change in control or within 12 months thereafter, of the remaining salary
payable under the contract, plus an additional amount, the sum of which will not
exceed 299% of the officers' highest salary in effect under the employment
agreements at any time during the 12 months prior to the date of termination,
provided that total payments under the agreements may not exceed three times the
officers' average annual compensation or an amount that would cause certain
adverse tax consequences to the Bank and the officers under Section 280G of the
Internal Revenue Code of 1986, as amended. The agreements contain a provision
which prohibits the officers, for a period of one year, from, directly or
indirectly, owning, managing, operating or controlling, or participating in the
ownership, management, operation or control of, or be employed by or connected
in any manner with, any financial institution having an office located within 20
miles of any office of the Bank at the date of his termination. The agreements
also provide, among other things, for participation in an equitable manner in
employee benefits applicable to executive personnel. The employment agreements
may have an "anti-takeover" effect that could affect a proposed future
acquisition of control of the Company.
7
<PAGE>
Pension Plan
The Bank's employees are included in the Financial Institutions
Retirement Fund, a multiple employer comprehensive pension plan (the "Pension
Plan"). This noncontributory defined benefit retirement plan covers all
full-time employees who have reached the age of 21 and have completed one year
of service. The Pension Plan currently provides for an annual benefit at normal
retirement (age 65) equal to 2% of the employee's average annual salary over the
five consecutive years of highest salary multiplied by the employee's number of
years of service. Other than administrative expenses of the Pension Plan paid by
the Bank, the Bank did not contribute to the Pension Plan during fiscal 1999.
The following table indicates the annual retirement benefit that would
be payable under the Pension Plan upon retirement at age 65 to a participant
electing to receive his retirement in the standard form of benefit, assuming
various specified levels of compensation and years of service.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
Years of Service
Remuneration 15 20 25 30 35 40 45
- ------------- ----------- ------------ ------------- ------------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 50,000 $ 15,000 $ 20,000 $ 25,000 $ 30,000 $ 35,000 $ 40,000 $ 45,000
75,000 25,000 30,000 37,500 45,000 52,500 60,000 67,500
100,000 30,000 40,000 50,000 60,000 70,000 80,000 90,000
125,000 37,500 50,000 62,500 75,000 87,500 100,000 112,500
150,000 45,000 60,000 75,000 90,000 105,000 118,182 118,182
175,000 52,500 70,000 87,500 105,000 118,182 118,182 118,182
200,000 60,000 80,000 100,000 118,182 118,182 118,182 118,182
225,000 67,500 90,000 112,500 118,182 118,182 118,182 118,182
============= ============ ============ ============= ============= ============ ============ =============
</TABLE>
At March 31, the estimated years of credited service of Messrs.
Weinzapfel and Brown were 44 and 4, respectively.
Compensation Committee Report on Executive Compensation
Set forth below is a report prepared by Directors Vogel, Schenk and
Butterfield, in their capacity as the Compensation Committee of the Board of
Directors of the Company (the "Company Committee") and Directors Vogel,
Northerner, Butterfield and Korb in their capacity as the Compensation Committee
of the Board of Directors of the Bank (the "Bank Committee"). The Company
Committee administers the Stock Option Plan and RRP. The Bank Committee meets
annually to review salaries and directors fees as well as the performance of
officers, and to recommend compensation adjustments to the full Board. The
report below addresses the compensation policies for the last fiscal year as
they affected the Chief Executive Officer, Mr. Weinzapfel, and other executive
officers of the Company and the Bank.
<PAGE>
Salaries. The Bank Committee sets the salaries for each executive
officer, including Mr. Weinzapfel, annually, under a salary
administration program applicable to all executive officers designed
for the Bank by an independent consulting firm. Under the program,
salaries are set within ranges of executives in comparable positions in
the Bank's competitive market. The Bank Committee uses these ranges as
a guide for determining each executive officer's salary, subject to
adjustment on a case-by-case basis. An executive officer's salary may
vary within the salary range for each position as a result of the Bank
Committee's assessment of the executive's individual performance over
the past year, as well as tenure and internal and external
competitiveness. Each of the Bank's executive officers earns near the
mid-point of his or her salary range.
Stock Option Awards and Restricted Stock Awards. Among the benefits to
the Bank resulting from the Company's initial public offering of stock
in the Conversion is the ability to attract and retain personnel
through prudent use of stock option and other stock-related incentive
programs. In
8
<PAGE>
connection with the Conversion, the Company and the Bank adopted the
Stock Option Plan and the RRP. The Compensation Committee believes that
stock ownership by management and stock-based performance compensation
arrangements are beneficial in aligning management's and stockholders'
interests in the enhancement of stockholder value. Thus, the
Compensation Committee has utilized these elements in the compensation
packages to its executive officers. To date, the Compensation Committee
has awarded stock options under the Stock Option Plan and restricted
stock under the RRP to all executive officers and other key employees
of the Bank. During the fiscal year ended March 31, 1994, the
Compensation Committee granted awards to Mr. Weinzapfel and the
executive officer group under the Stock Option Plan and RRP. No further
awards were granted to such persons during fiscal 1995. During fiscal
1996, the Compensation Committee awarded stock options for 32,000
shares and 6,000 shares of restricted stock to Mr. Murray J. Brown who
was appointed as Executive Vice President during the fiscal year.
During fiscal 1997, the Compensation Committee awarded 1,000 shares of
restricted stock to Seth P. Allen, a Senior Vice President of the Bank.
During fiscal 1998, the Compensation Committee awarded 500 shares of
restricted stock to Robert Whitfield, Jr., 1,000 additional shares to
Senior Vice President Seth P. Allen and 1,200 additional shares to Vice
President Glenna Kirsch. During fiscal 1999, 3,000 shares of restricted
stock and 2,500 stock options were awarded to Robert A. Cern who joined
the organization in May, 1998 as Chief Financial Officer and Secretary
of the Company and Senior Vice President, Chief Financial Officer and
Secretary of the Bank. In addition, 1,000 shares of restricted stock
were awarded to Senior Vice President Seth P. Allen and 1,000 shares of
restricted stock were awarded to Vice President Charles A. Becker, Sr.,
who joined the Company in June, 1998. Mr. Allen was awarded 2,500 stock
options and Mr. Becker was awarded 2,000 stock options.
In granting awards under the Stock Option Plan and RRP to Mr.
Weinzapfel and the other executive officers, the Company Committee
considered, among other things, position and years of service, value of
the individual's service to the Bank and the Company and the added
responsibilities of such individuals as executive officers of a public
company. As a stock-related incentive plan, the Stock Option Plan and
RRP are also designed to recognize the past contributions of the
officers, directors and employees to the Bank and to encourage them to
remain with the Bank.
Bonus Awards. In order to align executive compensation with stockholder
interests, the Bank has developed a Cash Bonus Program in which
Executive Officers will be awarded a percent of their base salary upon
the achievement of certain levels of profitability.
Internal Revenue Code Section 162(m). In 1993, Section 162(m) was added
to the Internal Revenue Code, the effect of which is to eliminate the
deductibility of compensation over $1 million, with certain exclusions,
paid to each of certain highly compensated executive officers of
publicly held corporations, such as the Company. Section 162(m) applies
to all remuneration (both cash and non-cash) that would otherwise be
deductible for tax years beginning on or after January 1, 1994, unless
expressly excluded. Because the current compensation of each of the
Company's executive officers is well below the $1 million threshold,
the Company has not addressed the new provision.
James W. Vogel
James D. Butterfield
Robert L. Northerner
Daniel F. Korb
9
<PAGE>
Stock Performance Presentation
Set forth below is a line graph comparing the cumulative total return
on the Company's Common Stock to the cumulative total return of the Nasdaq
Market Index and the Media General Savings and Loan Index for each semi-annual
period from April 4, 1994 (the date the Company's Common Stock first reported on
the Nasdaq Stock Market) through March 31, 1999. The presentation assumes $100
was invested on April 4, 1994.
[GRAPH OMITTED]
<TABLE>
<CAPTION>
4/4/94 3/31/95 3/31/96 3/31/97 3/31/98 3/31/99
<S> <C> <C> <C> <C> <C> <C>
Permanent Bancorp.......... $100 $151 $140 $208 $355 $223
MG Industry Group.......... 100 113 160 223 372 280
NASDAQ Market Index........ 100 106 142 160 241 315
</TABLE>
10
<PAGE>
Certain Transactions
The Bank has followed a policy of granting loans offered generally by
the Bank, subject to applicable regulations, to officers, directors and
employees. The loans to such persons are made in the ordinary course of business
and on the same terms and conditions as those of comparable transactions
prevailing at the time, in accordance with the Bank's underwriting guidelines,
and do not involve more than the normal risk of collectibility or present other
unfavorable features, which is consistent with current federal requirements.
Loans to executive officers and directors must be approved by a majority of the
disinterested directors and loans to other officers and other employees must be
approved by two officers of the Bank who are authorized to approve such loans.
Loans to all directors, executive officers, employees and their associates
totaled approximately $609,277 million at March 31, 1999, which was
approximately 1.5% of the Company's stockholders' equity at such date.
II. RATIFICATION OF THE ADOPTION OF THE 1999 OMNIBUS INCENTIVE
PLAN
The Company's Board of Directors has adopted the 1999 Omnibus Incentive
Plan (the "Omnibus Plan"), subject to approval by the shareholders at the
Meeting. The Omnibus Plan is comparable in structure and purpose to plans
adopted by the stockholders of a large number of public companies.
Pursuant to the Omnibus Plan, 266,000 shares, or approximately 6.7% of
the shares of Common Stock outstanding as of March 31, 1999, will be reserved
for issuance under the Omnibus Plan. Shares of Company Common Stock subject to
an award under the Omnibus Plan may be from either authorized but unissued
shares or reacquired shares held by the Company in its treasury. During any
calendar year, no participant may be granted awards under the Omnibus Plan with
respect to more than 133,000 shares, subject to adjustment in the event of
certain changes in the capitalization of the Company. In order to continue to
promote the long-term interests of the Company and its stockholders by providing
a flexible and comprehensive means for attracting and retaining directors,
advisory directors, officers and employees of the Company and its corporate
affiliates, the Board of Directors approved the Omnibus Plan, and recommends
approval of the Omnibus Plan by the shareholders.
The complete text of the Omnibus Plan is attached as Appendix A to this
Proxy Statement. The principal features of the Omnibus Plan are summarized
below.
General
The Omnibus Plan provides for awards in the form of stock options,
stock appreciation rights ("SARs") and restricted stock awards. Each award shall
be on such terms and conditions, consistent with the Omnibus Plan, as the
committee administering the Omnibus Plan may determine.
Any shares subject to an award which expires or is terminated
unexercised will again be available for issuance under the Omnibus Plan or any
other plan of the Company or its subsidiaries.
Administration
The Omnibus Plan is administered by a committee of two or more members
of the Board of Directors of the Company (the "Committee"), each of whom, as
required by the Omnibus Plan, is (i) an outside director as defined under
Section 162(m) of the Code and (ii) a Non-Employee Director as defined in the
rules under Section 16(b) of the Securities Exchange Act of 1934 or any similar
or successor provision. In granting awards under the Omnibus Plan, the Committee
considers, among other things, position and years of service, value of the
participant's services to the Company and its affiliates and the
responsibilities of such individuals as employees, directors and officers of a
public company.
11
<PAGE>
Eligibility
Any director, advisory director, director emeritus, officer or employee
of the Company or its corporate affiliates is eligible to participate in the
Omnibus Plan.
Award Descriptions
The Omnibus Plan authorizes the Committee to grant the following
awards:
Stock Options. The Committee may grant either "Incentive Stock Options"
as defined under Section 422 of the Code or stock options not intended to
qualify as such ("Non-Qualified Stock Options"). Incentive Stock Options may be
granted only to officers or employees of the Company and its corporate
affiliates.
The term of a Non-Qualified Stock Option granted under the Omnibus Plan
may not exceed 15 years from the date of grant. The term of an Incentive Stock
Option may not exceed ten years, and the term of an Incentive Stock Option
granted to any individual owning stock possessing more than ten percent of the
total combined voting power of all classes of stock of the Company and its
corporate affiliates a (a "Ten Percent Holder") may not exceed five years.
The exercise price of each stock option is determined by the Committee,
provided that (i) the exercise price for the purchase of shares subject to an
Incentive Stock Option may not be less than 100% of the market value of the
shares covered by the option on the date of grant and (ii) the exercise price of
an Incentive Stock Option granted to a Ten Percent Holder may not be less than
110% of the market value of the shares covered by the option on the date of
grant. The exercise price may be paid in cash, shares of Common Stock or a
combination of both.
Stock Appreciation Rights ("SAR"). The Stock Option Committee is
authorized to award SARs, each of which, upon exercise thereof, will entitle the
holder thereof to receive a number of shares of the Common Stock or cash or a
combination thereof, as the Committee shall determine, the aggregate value of
which shall equal (as nearly as possible) the amount by which the market value
per share of the Common Stock on the date of exercise exceeds the exercise price
of the SAR, multiplied by the number of shares underlying the SAR. A SAR may be
related to an option or granted independently of an option.
The Committee will determine the exercise price and term of each SAR,
provided that (i) the term of a SAR may not exceed 15 years and (ii) an option
related to a SAR which is an Incentive Stock Option must satisfy all
requirements pertaining to Incentive Stock Options (e.g., exercise price, term).
SARs are generally exercisable to the same extent and in the same manner as
stock options, as described above.
Restricted Stock. The Committee may grant restricted stock, subject to
such restrictions as the Committee may impose. Except for any restrictions which
may be imposed by the Committee, holders of restricted stock awarded under the
Omnibus Plan shall have all of the rights of a stockholders generally, including
the right to receive dividends on and vote the shares. Unless otherwise
permitted by the Committee, in its sole discretion, the participant may not
sell, assign, transfer, pledge or otherwise encumber any of the shares of
restricted stock awarded to him during the restricted period. The Committee may,
in its discretion, accelerate the time at which any or all restrictions will
lapse, or may remove any or all restrictions imposed.
12
<PAGE>
Termination of Service
Set forth below is a summary of the effects of termination of service
to the Company or a corporate affiliate thereof of a participant to whom an
award has been granted under the Omnibus Plan.
Stock Options and SARs. Unless the Committee provides otherwise, in the
event of a participant's termination of service to the Company or an affiliate
thereof by any reason (but excluding disability, death and termination for
cause) the participant may exercise an option or SAR theretofore granted to such
participant within a period of three months from the date of termination of
service in the case of an Incentive Stock Option or one year from the date of
termination of service in the case of a Non-Qualified Stock Option or SAR (but
in no event after the expiration date of the option or SAR). If a participant to
whom an option or SAR was granted is terminated for cause, all rights under such
option or SAR will expire immediately.
Unless the Committee provides otherwise, in the event of termination
due to total or partial disability, the participant may exercise an option or
SAR following termination of service for a period of one year period immediately
following termination (but in no event after the expiration date of such option
or SAR) to the extent that such participant was entitled to exercise such option
or SAR at the date of such termination.
Unless the Committee provides otherwise, in the event of the death of a
participant while in the service of the Company or its affiliate, or during the
time periods referred to above, the person to whom the Option or SAR is
transferred may, within a period of two years immediately following the death of
the holder (but in no event after the expiration date of such option or SAR)
exercise such Option or SAR to the extent that such participant was entitled to
exercise such option or SAR at the date of such termination. Following the death
of any participant to whom an option was granted under the Omnibus Plan,
irrespective of whether any related SAR has been granted to the participant or
whether the person entitled to exercise such related SAR desires to do so, the
Committee may, as an alternative means of settlement of such option, elect to
pay to the person to whom such option is transferred as permitted by the Omnibus
Plan, the amount by which the market value per Share on the date of exercise of
such option shall exceed the exercise price of such option, multiplied by the
number of Shares with respect to which such option is properly exercised. Any
such settlement of an option shall be considered an exercise of such option for
all purposes of the Omnibus Plan.
Restricted Stock. A participant to whom restricted stock is granted
whose service is terminated for any reason other than death, disability or
normal or early retirement, unless the Committee determines otherwise, shall
forfeit and return all shares of restricted stock as to which applicable
restrictions had not yet lapsed. Unless the Committee determines otherwise, in
the event of termination of service of the person to whom restricted stock is
granted due to death, disability or normal or early retirement, all shares
subject to restrictions at time of termination will become free of such
restrictions.
Transferability of Awards
An award under the Omnibus Plan may be transferred only by will or the
laws of inheritance. Unless otherwise provided by the Committee, an award other
than an Incentive Stock Option may be transferred during the lifetime of the
participant to whom it was awarded pursuant to a qualified domestic relations
order or by gift to any member of the participant's immediate family or to a
trust for the benefit of any member of the participant's immediate family.
<PAGE>
Effect of Merger and Other Adjustments
In the event of a merger or other business combination of the Company
in which the Company is not the surviving entity, any participant to whom an
option or SAR has been granted will, with limited exception, have the right
after consummation of such transaction and during the remaining term of the
option or SAR to receive upon exercise of such award an amount equal to the
excess of the fair market value on the date of exercise of the securities or
other consideration receivable in the merger in respect of a share of Common
Stock over the exercise price of the option or SAR, multiplied by the number of
shares of Common Stock with respect to which the option or SAR is exercised.
13
<PAGE>
Upon a change in control of the Company, unless otherwise provided by
the Committee in the applicable award agreement, any restrictions or vesting
period with respect to any outstanding awards will immediately lapse and all
such awards will become fully vested.
Shares as to which awards may be granted under the Omnibus Plan, and
shares then subject to awards, will be adjusted by the Committee in the event of
any reorganization, recapitalization, stock dividend, stock split, combination
or exchange of shares, merger, consolidation, or other change in the corporate
structure or shares of the Company.
Amendment and Termination
The Board of Directors of the Company may at any time amend, suspend,
discontinue, or terminate the Omnibus Plan, except that any such action will be
subject to the approval of the Company's shareholders if such approval is
required by applicable laws or regulations or by the rules of any stock exchange
or quotation system on which the shares of Common Stock may be listed or quoted
or if the Board of Directors of the Company in its discretion determines to seek
shareholder approval.
The Committee may waive any condition or rights of the Company or
modify or amend (except as provided for in the Omnibus Plan) the terms of any
outstanding award. No modification, amendment, alteration, suspension,
discontinuation or termination of an outstanding award which impairs the rights
or benefits of any participant may be made without the consent of the
participant.
Federal Income Tax Consequences [DOESN'T ADDRESS RESTRICTED STOCK, PLEASE ADD]
Under present federal income tax laws, awards under the Omnibus Plan
will have the following consequences:
(1) The grant of an award, by itself, will generally neither
result in the recognition of taxable income to the participant
nor entitle the Company to a deduction at the time of such
grant.
(2) In order to qualify as an Incentive Stock Option, a stock
option awarded under the Omnibus Plan must meet the conditions
contained in Section 422 of the Code, including the
requirement that the shares acquired upon the exercise of the
stock option be held for at least one year after the date of
exercise and at least two years after the grant of the option.
The exercise of an Incentive Stock Option will generally not,
by itself, result in the recognition of taxable income to the
participant nor entitle the Company to a deduction at the time
of such exercise. However, the difference between the exercise
price and the fair market value of the option shares on the
date of exercise is an item of adjustment which may, in
certain situations, trigger the alterative minimum tax. The
alternative minimum tax is incurred only when it exceeds the
regular income tax. The alternative minimum tax will be
payable at the rate of 26% on the first $175,000 of
"alternative minimum taxable income" above the exemption
amount ($33,750 for a single individual or $45,000 for married
individuals filing jointly). This tax applies at a flat rate
of 28% on alternative minimum taxable income more than
$175,000 above the applicable exemption amounts. If a taxpayer
has alternative minimum taxable income in excess of $150,000
(married individuals filing jointly) or $112,500 (single
individual), the $45,000 or $33,750 exemptions will be reduced
by an amount equal to 25% of the amount by which the
alternative minimum taxable income of the taxpayer exceeds
$150,000 or $112,500, respectively.
<PAGE>
(3) If the shares are held by the participant for at least one
year after the Incentive Stock Option is exercised and two
years after the Incentive Stock Option was granted, the
participant will recognize a long-term capital gain or loss
upon disposition of the shares and the Company will not be
entitled to a corresponding deduction. The capital gain will
be considered long-term if the shares are held for more than
12 months. The amount of such gain or loss will be equal to
the difference between the amount realized by the participant
upon disposition of the shares and the amount paid by the
participant for such shares.
14
<PAGE>
(4) If the shares acquired upon exercise of an Incentive Stock
Option are not held for at least one year after transfer of
such shares to the participant and two years after the grant
of the Incentive Stock Option, the participant generally will
recognize ordinary income or loss upon disposition of the
shares in an amount equal to the difference between the
exercise price and the fair market value of the shares on the
date of exercise. In such an event, the Company will generally
be entitled to a corresponding deduction, provided the Company
meets its federal tax reporting obligations. The participant
will also recognize capital gain or loss in an amount of the
difference, if any, between the sale price and the fair market
value of the shares on the date of exercise of the Incentive
Stock Option; such capital gain or loss will be characterized
as short- or long-term depending on how long the shares are
held after the date of exercise of the Incentive Stock Option.
The Company will not be entitled to a corresponding deduction
for such capital gain or loss.
(5) The exercise of a Non-Qualified Stock Option will result in
the recognition of ordinary income by the participant on the
date of exercise in an amount equal to the difference between
the exercise price and the fair market value on the date of
exercise of the shares acquired pursuant to the stock option.
The Company will be allowed a deduction at the time and in the
amount of any ordinary income recognized by the participant
upon the exercise of a Non-Qualified Stock Option, provided
the Company meets its federal tax reporting obligations. Upon
sale of the shares acquired upon exercise of a Non- Qualified
Stock Option, any appreciation or depreciation in the value of
such shares from the time of exercise will result in the
recognition of a capital gain or loss by the participant. Such
gain or loss will be short- or long-term capital gain or loss
depending upon how long the participant held the shares
following exercise of the Non-Qualified Stock Option.
(6) The exercise of an SAR will result in the recognition of
ordinary income by the participant on the date of exercise in
an amount of cash, and/or the fair market value on that date
of the shares, acquired pursuant to the exercise. The Company
will be entitled to a corresponding deduction provided that it
meets its federal tax reporting obligations.
Awards under the Omnibus Plan
No awards have been made under the Omnibus Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE ADOPTION OF THE OMNIBUS INCENTIVE PLAN.
II. RATIFICATION OF THE APPOINTMENT OF AUDITORS
The Board of Directors has renewed the Company's arrangement for
Deloitte & Touche LLP to be its auditors for the 2000 fiscal year, subject to
the ratification of the appointment by the Company's stockholders. A
representative of Deloitte & Touche LLP is expected to attend the Meeting, to
respond to appropriate questions and will have an opportunity to make a
statement if he or she so desires.
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
AUDITORS FOR THE FISCAL YEAR ENDING MARCH 31, 2000.
15
<PAGE>
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for the next Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's main office located at
101 Southeast Third Street, Evansville, Indiana 47708, no later than March 1,
2000. Any such proposal shall be subject to the requirements of the proxy rules
adopted under the Securities Exchange Act of 1934, as amended. Otherwise, any
stockholder proposal to take action at such meeting must be received at the
Company's main office located at 101 Southeast Third Street, Evansville, Indiana
47708 by April 28, 2000, provided, however, that in the event that less than 100
days' notice or prior public disclosure of the date of the meeting is given, the
stockholder proposal must be received not later than the close of business on
the tenth day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made. All stockholder proposals
must also comply with the Company's by-laws and Delaware law.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
the Company's Common Stock (or any other equity securities, of which there is
none), to file with the Securities and Exchange Commission (the "SEC") initial
reports of ownership and reports of changes in ownership of the Company's Common
Stock. Officers, directors and greater than 10% shareholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended March 31, 1999, all Section
16(a) filing requirements applicable to its officers, directors and greater than
10% beneficial owners were complied with except that Mr. Allen and Ms. Kirsch
inadvertently failed to timely file Form 4s to report one transaction each. Mr.
Allen reported his transaction on a Form 4 dated June 5, 1998, and Ms. Kirsch
reported her transaction on a Form 4 dated June 4, 1998. In addition, Mr. Korb
failed to timely file a Form 4 to report one transaction. Mr. Korb reported the
transaction on a Form 4 dated December 22, 1998.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. The Company has retained Regan &
Associates to assist in the solicitation of proxies for a fee not to exceed
$3,500, plus out-of-pocket expenses, not to exceed $1,750. In addition to
solicitation by mail, directors, officers and regular employees of the Company
and/or the Bank may solicit proxies personally or by telegraph or telephone
without additional compensation.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Donald P. Weinzapfel
Donald P. Weinzapfel
Chairman of the Board and
Chief Executive Officer
Evansville, Indiana
June 29, 1999
16
<PAGE>
APPENDIX A
PERMANENT BANCORP, INC.
1999 OMNIBUS INCENTIVE PLAN
1. Plan Purpose. The purpose of the Plan is to promote the long-term
interests of the Company and its stockholders by providing a means for
attracting and retaining directors, advisory directors, emeritus directors,
officers and employees of the Company and its Affiliates.
2. Definitions. The following definitions are applicable to the Plan:
"Affiliate" -- means any "parent corporation" or "subsidiary
corporation" of the Company as such terms are defined in Section 425(e) and (f),
respectively, of the Code.
"Award" -- means the grant by the Committee under this Plan of
an Incentive Stock Option, a NonQualified Stock Option, a Stock Appreciation
Right or Restricted Stock, or any combination thereof, as provided in the Plan.
"Award Agreement" -- means the agreement evidencing the grant
of an Award made under the Plan.
"Cause" -- means termination of service by reason of personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties or gross
negligence.
"Code" -- means the Internal Revenue Code of 1986, as amended.
"Committee" -- means the Committee referred to in Section 3
hereof.
"Company" -- means Permanent Bancorp, Inc. and any successor
thereto.
"Continuous Service" -- means the absence of any interruption
or termination of service as a director, advisory director, emeritus director,
officer or employee of the Company or an Affiliate, except that when used with
respect to a person granted an Incentive Stock Option means the absence of any
interruption or termination of service as an employee of the Company or an
Affiliate. Service shall not be considered interrupted in the case of sick
leave, military leave or any other leave of absence approved by the Company or
an Affiliate, or in the case of transfers between payroll locations of the
Company or its Affiliate.
"Early Retirement" -- means retirement from employment with
the Company prior to the Participant either (i) having reached the age of 55 or
(ii) having maintained Continuous Service for at least three years.
"ERISA" -- means the Employee Retirement Income Security Act
of 1974, as amended.
"Incentive Stock Option" -- means an option to purchase Shares
granted by the Committee which is intended to qualify as an Incentive Stock
Option under Section 422 of the Code. Unless otherwise set forth in the Award
Agreement, any Option which does not qualify as an Incentive Stock Option for
any reason shall be deemed a NonQualified Stock Option.
"Market Value" -- means the average of the high and low quoted
sales price with respect to a Share on the date in question on The Nasdaq Stock
Market, or any similar system then in use, or, if the Shares are not then traded
on The Nasdaq Stock Market or any similar system, the closing sales price on
such date (or, if there is no reported sale on such date, on the last preceding
date on which any reported sale occurred) of a Share on the Composite Tape for
New York Stock Exchange-Listed Stocks, or, if on such date the Shares are not
quoted on the Composite Tape, on the New York Stock Exchange, or if the Shares
are not listed or admitted to trading on such Exchange, on the principal United
States securities exchange registered under the Securities Exchange Act of 1934
(the "Exchange Act") on which
A-1
<PAGE>
the Shares are listed or admitted to trading, or, if the Shares are not listed
or admitted to trading on any such exchange, the fair market value on such date
of a Share as the Committee shall determine.
"Non-Qualified Stock Option" -- means an option to purchase
Shares granted by the Committee which does not qualify, for any reason, as an
Incentive Stock Option under Section 422 of the Code.
"Normal Retirement" -- means retirement from employment with
the Company after the Participant has (i) reached the age of 65 and (ii)
maintained Continuous Service for at least three years.
"Option" -- means an Award granted by the Committee to a
Participant pursuant to Section 5(a) hereof.
"Participant" -- means any director, advisory director,
emeritus director, officer or employee of the Company or any Affiliate who is
selected by the Committee to receive an Award.
"Plan"--means this 1999 Omnibus Incentive Plan of the Company.
"Related" -- means (i) in the case of a Stock Appreciation
Right, a Stock Appreciation Right which is granted in connection with, and to
the extent exercisable, in whole or in part, in lieu of, an Option or another
Stock Appreciation Right and (ii) in the case of an Option, an Option with
respect to which and to the extent a Stock Appreciation Right is exercisable, in
whole or in part, in lieu thereof.
"Restricted Stock" -- means an Award granted by the Committee
to a Participant pursuant to Section 5(c) hereof.
"Shares" -- means the shares of common stock of the Company.
"Stock Appreciation Right" -- means an Award granted by the
Committee to a Participant pursuant to Section 5(b) hereof.
"Ten Percent Holder" -- means any individual who owns stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Company and any Affiliate.
3. Administration. The Plan shall be administered by a Committee
consisting of two or more members of the Board of Directors of the Company, each
of whom (i) shall be an outside director as defined under Section 162(m) of the
Code and the regulations thereunder and (ii) shall be a Non-Employee Director as
defined under Rule 16(b) of the Securities Exchange Act of 1934 or any similar
or successor provision. The members of the Committee shall be appointed by the
Board of Directors of the Company. Except as limited by the express provisions
of the Plan or by resolutions adopted by the Board of Directors of the Company,
the Committee shall have sole and complete authority and discretion to (i)
select Participants and grant Awards; (ii) determine the number of Shares to be
subject to types of Awards generally, as well as to individual Awards granted
under the Plan; (iii) determine the terms and conditions upon which Awards shall
be granted under the Plan; (iv) prescribe the form and terms of instruments
evidencing such grants; and (v) establish from time to time regulations for the
administration of the Plan, interpret the Plan, and make all determinations
deemed necessary or advisable for the administration of the Plan.
<PAGE>
A majority of the Committee shall constitute a quorum, and the acts of
a majority of the members present at any meeting at which a quorum is present,
or acts approved in writing by a majority of the Committee without a meeting,
shall be acts of the Committee.
4. Shares Subject to Plan.
(a) Subject to adjustment by the operation of Section 7, the
maximum number of Shares with respect to which Awards may be made under the Plan
is 266,000 Shares. The Shares with respect to which Awards may be made under the
Plan may be either authorized and unissued shares or previously issued shares
reacquired and held
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<PAGE>
as treasury shares. Shares which are subject to Related Stock Appreciation
Rights and Related Options shall be counted only once in determining whether the
maximum number of Shares with respect to which Awards may be granted under the
Plan has been exceeded. An Award shall not be considered to have been made under
the Plan with respect to any Option or Stock Appreciation Right which terminates
or with respect to Restricted Stock which is forfeited, and new Awards may be
granted under the Plan with respect to the number of Shares as to which such
termination or forfeiture has occurred.
(b) During any calendar year, no Participant may be granted
Awards under the Plan of more than 133,000 Shares, subject to adjustment as
provided in Section 7.
5. Awards.
(a) Options. The Committee is hereby authorized to grant
Options to Participants with the following terms and conditions and with such
additional terms and conditions not inconsistent with the provisions of the Plan
as the Committee shall determine, including the granting of Options in tandem
with other Awards under the Plan:
(i) Exercise Price. The exercise price per Share for
an Option shall be determined by the Committee; provided that,
in the case of an Incentive Stock Option, the exercise price
thereof shall not be less than 100% of the Market Value of a
Share on the date of grant of such Option; provided further
that, in the case of an Incentive Stock Option granted to a
Ten Percent Holder, the exercise price thereof shall not be
less than 110% of the Market Value of a Share on the date of
grant of such Option.
(ii) Option Term. The term of each Option shall be
fixed by the Committee, but shall be no greater than 15 years;
provided that, in the case of an Incentive Stock Option, the
term of such Option shall not exceed ten years; provided
further that, in the case of an Incentive Stock Option granted
to a Ten Percent Holder, the term of such option shall not
exceed five years.
(iii) Time and Method of Exercise. Except as provided
in paragraph (a) of Section 6, no Option granted hereunder may
be exercised unless at the time the Participant exercises such
Option, such Participant has maintained Continuous Service
since the date of grant of such Option. To exercise an Option
under the Plan, the Participant to whom such Option was
granted shall give written notice to the Company in form
satisfactory to the Committee (and, if partial exercises have
been permitted by the Committee, by specifying the number of
Shares with respect to which such Participant elects to
exercise such Option) together with full payment of the
exercise price, if any and to the extent notice is received by
the Company. Payment, if any is required, shall be made either
(i) in cash (including check, bank draft or money order) or
(ii) by delivering (A) Shares already owned by the Participant
and having a fair market value equal to the applicable
exercise price, such fair market value to be determined in
such appropriate manner as may be provided by the Committee or
as may be required in order to comply with or to conform to
requirements of any applicable laws or regulations, or (B) a
combination of cash and such Shares.
<PAGE>
(iv) Option Agreements. At the time of a grant an
Option, the Participant shall enter into an Award Agreement
with the Company in a form specified by the Committee,
agreeing to the terms and conditions of the Award and such
other matters as the Committee shall in its sole discretion
determine.
(v) Limitations on Value of Exercisable Incentive
Stock Options. The aggregate Market Value of the Shares with
respect to which Incentive Stock Options are exercisable for
the first time by a Participant in any calendar year shall not
exceed $100,000.
(vi) Eligible Recipients of Incentive Stock Options.
Incentive Stock Options may be granted by the Committee only
to officers or employees of the Company or its Affiliates.
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<PAGE>
(b) Stock Appreciation Rights. The Committee is hereby
authorized to grant Stock Appreciation Rights to Participants with the following
terms and conditions and with such additional terms and conditions not
inconsistent with the provisions of the Plan as the Committee shall determine:
(i) General. A Stock Appreciation Right shall, upon
its exercise, entitle the Participant to whom such Stock
Appreciation Right was granted to receive a number of Shares
or cash or combination thereof, as the Committee in its
discretion shall determine, the aggregate value of which
(i.e., the sum of the amount of cash and/or Market Value of
such Shares on date of exercise) shall equal (as nearly as
possible, it being understood that the Company shall not issue
any fractional shares) the amount by which the Market Value
per Share on the date of such exercise shall exceed the
exercise price of such Stock Appreciation Right, multiplied by
the number of Shares with respect to which such Stock
Appreciation Right shall have been exercised.
(ii) Related Options. A Stock Appreciation Right may
be Related to an Option or may be granted independently of any
Option as the Committee shall from time to time in each case
determine. If the Related Option is an Incentive Stock Option,
the Related Stock Appreciation Right shall satisfy all
restrictions and the limitations imposed on Incentive Stock
Options under paragraph (a) of this Section 5 (including,
without limitation, restrictions on exercise price and term).
In the case of a Related Option, such Related Option shall
cease to be exercisable to the extent of the Shares with
respect to which the Related Stock Appreciation Right was
exercised. Upon the exercise or termination of a Related
Option, any Related Stock Appreciation Right shall terminate
to the extent of the Shares with respect to which the Related
Option was exercised or terminated.
(iii) Exercise Price and Term. The exercise price and
term of each Stock Appreciation Right shall be fixed by the
Committee; provided that, that the term of a Stock
Appreciation Right shall not exceed 15 years (subject to the
further limitations imposed under subparagraph (ii) above).
(iv) Stock Appreciation Right Agreements. At the time
of a grant of a Stock Appreciation Right, the Participant
shall enter into an Award Agreement with the Company in a form
specified by the Committee, agreeing to the terms and
conditions of the Award and such other matters as the
Committee shall in its sole discretion determine.
<PAGE>
(v) Time and Method of Exercise. Except as provided
in paragraph (a) of Section 6, no Stock Appreciation Right may
be exercised unless at the time the Participant exercises such
Stock Appreciation Right, such Participant has maintained
Continuous Service since the date of grant of such Stock
Appreciation Right. To exercise a Stock Appreciation Right
under the Plan, the Participant to whom such Stock
Appreciation Right was granted shall give written notice to
the Company in form satisfactory to the Committee (and, if
partial exercises have been permitted by the Committee, by
specifying the number of Shares with respect to which such
Participant elects to exercise such Stock Appreciation Right)
together with full payment of the exercise price, if any and
to the extent required. The date of exercise shall be the date
on which such notice is received by the Company. Payment, if
any is required, shall be made either (i) in cash (including
check, bank draft or money order) or (ii) by delivering (A)
Shares already owned by the Participant and having a fair
market value equal to the applicable exercise price, such fair
market value to be determined in such appropriate manner as
may be provided by the Committee or as may be required in
order to comply with or to conform to requirements of any
applicable laws or regulations, or (B) a combination of cash
and such Shares.
(c) Restricted Stock. The Committee is hereby authorized to
grant Shares of Restricted Stock to Participants with the following terms and
conditions and with such additional terms and conditions not inconsistent with
the provisions of the Plan as the Committee shall determine:
(i) Restrictions. Shares of Restricted Stock shall be
subject to such restrictions as the Committee may impose
(including, without limitation, any limitation on the right to
vote a Share of
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<PAGE>
Restricted Stock or the right to receive any dividend or other
right or property with respect thereto), which restrictions
may lapse separately or in combination at such time or times,
in such installments or otherwise as the Committee may deem
appropriate. During the period of time in which the Shares
awarded as Restricted Stock are subject to the restrictions
contemplated herein (a "Restricted Period"), unless otherwise
permitted by the Plan or by the Committee as provided in the
applicable Award Agreement, such Shares may not be sold,
assigned, transferred, pledged or otherwise encumbered by the
Participant. A Participant to whom Shares of Restricted Stock
have been awarded shall have all the rights of a stockholder,
including but not limited to the right to receive all
dividends paid on such Shares and the right to vote such
Shares, subject to any limitations set forth in a
Participant's Award Agreement.
(ii) Restricted Stock Agreements. At the time of a
grant of Shares of Restricted Stock, the Participant shall
enter into an Award Agreement with the Company in a form
specified by the Committee, agreeing to the terms and
conditions of the Award and such other matters as the
Committee shall in its sole discretion determine.
(iii) Stock Certificates. Any Shares of Restricted
Stock granted under the Plan shall be evidenced by issuance of
a stock certificate or certificates, which certificate or
certificates shall be held by the Company. Such certificate or
certificates shall be registered in the name of the
Participant and shall bear the following (or similar) legend:
"The transferability of this certificate and the
shares of stock represented hereby are subject to the
terms and conditions (including forfeiture) contained
in the Company's 1999 Omnibus Incentive Plan and an
Agreement entered into between the registered owner
and the Company. Copies of such Plan and Agreement
are on file in the offices of the Secretary of the
Company, 101 Southeast Third Street, Evansville,
Indiana 47708."
(iv) Removal of Restrictions. Shares representing
Restricted Stock that are no longer subject to restrictions
shall be delivered to the holder thereof promptly after the
applicable restrictions lapse or are waived.
6. Termination of Service.
(a) Options and Stock Appreciation Rights.
(i) If a Participant to whom an Option or Stock
Appreciation Right was granted shall cease to maintain
Continuous Service for any reason (including Early or Normal
Retirement, but excluding total or partial disability, death
and termination of employment by the Company or any Affiliate
for Cause), such Participant may, but only within the three
month period, in the case of an Incentive Stock Option, or one
year period, in the case of a Non-Qualified Stock Option or
Stock Appreciation Right, immediately succeeding such
cessation of Continuous Service and in no event after the
expiration date of such Option or Stock Appreciation Right,
exercise such Option or Stock Appreciation Right to the extent
that such Participant was entitled to exercise such Option or
Stock Appreciation Right at the date of such cessation of
Continuous Service. If the Continuous Service of a Participant
to whom an Option or Stock Appreciation Right was granted by
the Company is terminated for Cause, all rights under any
Option or Stock Appreciation Right of such Participant shall
expire immediately upon the giving to the Participant of
notice of such termination.
(ii) If a Participant to whom an Option or Stock
Appreciation Right was granted shall cease to maintain
Continuous Service due to total or partial disability (as
defined in Section 22(e)(3) of the Code), such Participant
may, but only within the one year period immediately
succeeding such cessation of Continuous Service and in no
event after the expiration date of such Option or Stock
Appreciation Right, exercise such Option or Stock Appreciation
Right to the extent that such
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<PAGE>
Participant was entitled to exercise such Option or Stock
Appreciation Right at the date of such cessation of Continuous
Service.
(iii) In the event of the death of a Participant
while in the Continuous Service of the Company or an Affiliate
or within the periods referred to in paragraphs (a)(i) and
(a)(ii) of this Section 6, the person to whom any Option or
Stock Appreciation Right held by the Participant at the time
of his or her death is transferred by will or the laws of
descent and distribution or in the case of an Award other than
an Incentive Stock Option, pursuant to a qualified domestic
relations order, as defined in the Code or Title I of ERISA or
the rules thereunder, or as otherwise permitted to be
transferred under Section 10 of the Plan may, but only within
the period of two years immediately succeeding the date of
death of such Participant, and in no event after the
expiration date of such Option or Stock Appreciation Right,
exercise such Option or Stock Appreciation Right to the extent
that such Participant was entitled to exercise such Option or
Stock Appreciation Right immediately prior to his death.
Following the death of any Participant to whom an Option was
granted under the Plan, irrespective of whether any Related
Stock Appreciation Right shall have theretofore been granted
to the Participant or whether the person entitled to exercise
such Related Stock Appreciation Right desires to do so, the
Committee may, as an alternative means of settlement of such
Option, elect to pay to the person to whom such Option is
transferred as permitted by Section 10 of this Plan, the
amount by which the Market Value per Share on the date of
exercise of such Option shall exceed the exercise price of
such Option, multiplied by the number of Shares with respect
to which such Option is properly exercised. Any such
settlement of an Option shall be considered an exercise of
such Option for all purposes of the Plan.
(iv) Notwithstanding the provisions of subparagraphs
(i) through (iii) above, the Committee may, in its sole
discretion, establish different terms and conditions
pertaining to the effect of termination to the extent
permitted by applicable federal and state law.
(b) Restricted Stock. Except as otherwise provided in this
Plan or a Participant's Award Agreement, if a Participant ceases to maintain
Continuous Services (i) for any reason (other than death, total or partial
disability or Normal or Early Retirement), all Shares of Restricted Stock
previously awarded to such Participant and which at the time of such termination
of Continuous Service are subject to the restrictions imposed by paragraph
(c)(i) of Section 5 shall upon such termination of Continuous Service be
forfeited and returned to the Company and (ii) by reason of death, total or
partial disability or Normal or Early Retirement, all Shares of Restricted Stock
previously granted to such Participant and which at the time of such termination
of Continuous Service are subject to the restrictions imposed by paragraph
(c)(i) of Section 5 shall upon such termination of Continuous Service be free of
restrictions and shall not be forfeited.
<PAGE>
7. Adjustments Upon Changes in Capitalization. In the event of any
change in the outstanding Shares subsequent to the effective date of the Plan by
reason of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Company, the maximum aggregate number and
class of shares and exercise price of the Award, if any, as to which Awards may
be granted under the Plan and the number and class of shares and exercise price
of the Award, if any, with respect to which Awards have been granted under the
Plan shall be appropriately adjusted by the Committee, whose determination shall
be conclusive. Any Award which is adjusted as a result of this Section 7 shall
be subject to the same restrictions as the original Award.
8. Effect of Merger on Options and Stock Appreciation Rights. In the
case of any merger, consolidation or combination of the Company (other than a
merger, consolidation or combination in which the Company is the continuing
corporation and which does not result in the outstanding Shares being converted
into or exchanged for different securities, cash or other property, or any
combination thereof), any Participant to whom an Option or Stock Appreciation
Right has been granted shall have the additional right (subject to the
provisions of the Plan and any limitation applicable to such Option or Stock
Appreciation Right), thereafter and during the term of each such Option or Stock
Appreciation Right, to receive upon exercise of any such Option or Stock
Appreciation Right an amount equal to the excess of the fair market value on the
date of such exercise of the securities, cash or other property, or
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<PAGE>
combination thereof, receivable upon such merger, consolidation or combination
in respect of a Share over the exercise price of such Stock Appreciation Right
or Option, multiplied by the number of Shares with respect to which such Option
or Stock Appreciation Right shall have been exercised. Such amount may be
payable fully in cash, fully in one or more of the kind or kinds of property
payable in such merger, consolidation or combination, or partly in cash and
partly in one or more of such kind or kinds of property, all in the discretion
of the Committee.
9. Effect of Change in Control. Each of the events specified in the
following clauses (i) through (iii) of this Section 9 shall be deemed a "change
of control": (i) any third person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended, shall become the
beneficial owner of shares of the Company with respect to which 25% or more of
the total number of votes for the election of the Board of Directors of the
Company may be cast, (ii) as a result of, or in connection with, any cash tender
offer, merger or other business combination, sale of assets or contested
election, or combination of the foregoing, the persons who were directors of the
Company shall cease to constitute a majority of the Board of Directors of the
Company, or (iii) the stockholders of the Company shall approve an agreement
providing either for a transaction in which the Company will cease to be an
independent publicly-owned corporation or for a sale or other disposition of all
or substantially all the assets of the Company. Upon a change in control, unless
the Committee shall have otherwise provided in the applicable Award Agreement,
any restrictions or vesting period with respect to any outstanding Awards shall
lapse and all such Awards shall become fully vested in the Participant to whom
such Awards were awarded; provided, however, that no Award which has previously
been exercised or otherwise terminated shall become exercisable.
10. Assignments and Transfers. No Award granted under the Plan shall be
transferable otherwise than by will or the laws of descent and distribution,
except that an Award other than an Incentive Stock Option may be transferred
pursuant to a qualified domestic relations order or by gift to any member of the
Participant's immediate family or to a trust for the benefit of one or more of
such immediate family members. During the lifetime of an Award recipient, an
Award shall be exercisable only by the Award recipient unless it has been
transferred as permitted hereby, in which case it shall be exercisable only by
such transferee. For the purpose of this Section 10, a Participant's "immediate
family" shall mean the Participant's spouse, children and grandchildren.
11. Employee Rights Under the Plan. No person shall have a right to be
selected as a Participant nor, having been so selected, to be selected again as
a Participant and no officer, employee or other person shall have any claim or
right to be granted an Award under the Plan or under any other incentive or
similar plan of the Company or any Affiliate. Neither the Plan nor any action
taken thereunder shall be construed as giving any employee any right to be
retained in the employ of or serve as a director, advisory director, or emeritus
director of the Company or any Affiliate.
12. Delivery and Registration of Stock. The Company's obligation to
deliver Shares with respect to an Award shall, if the Committee so requests, be
conditioned upon the receipt of a representation as to the investment intention
of the Participant to whom such Shares are to be delivered, in such form as the
Committee shall determine to be necessary or advisable to comply with the
provisions of the Securities Act of 1933, as amended, or any other federal,
state or local securities legislation. It may be provided that any
representation requirement shall become inoperative upon a registration of the
Shares or other action eliminating the necessity of such representation under
such Securities Act or other securities legislation. The Company shall not be
required to deliver any Shares under the Plan prior to (i) the admission of such
Shares to listing on any stock exchange on which Shares may then be listed, and
(ii) the completion of such registration or other qualification of such Shares
under any state or federal law, rule or regulation, as the committee shall
determine to be necessary or advisable.
13. Withholding Tax. Upon the termination of the restricted period with
respect to any shares of Restricted Stock (or at any such earlier time, if any,
that an election is made by the Participant under Section 83(b) of the Code, or
any successor provision thereto, to include the value of such shares in taxable
income), the Company shall have the right to require the Participant or other
person receiving such shares to pay the Company the amount of any taxes which
the Company is required to withhold with respect to such shares, or, in lieu
thereof, to retain or sell without notice, a sufficient number of shares held by
it to cover the amount required to be withheld. The Company shall have the right
to deduct from all dividends paid with respect to shares of Restricted Stock the
amount of any taxes which the Company is required to withhold with respect to
such dividend payments.
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<PAGE>
The Company shall have the right to deduct from all amounts paid in
cash with respect to the exercise of a Stock Appreciation Right under the Plan
any taxes required by law to be withheld with respect to such cash payments.
Where a Participant or other person is entitled to receive Shares pursuant to
the exercise of an Option or Stock Appreciation Right pursuant to the Plan, the
Company shall have the right to require the Participant or such other person to
pay the Company the amount of any taxes which the Company is required to
withhold with respect to such Shares, or, in lieu thereof, to retain, or sell
without notice, a number of such Shares sufficient to cover the amount required
to be withheld.
All withholding decisions pursuant to this Section 13 shall be at the
sole discretion of the Committee or the Company.
14. Amendment or Termination.
(a) The Board of Directors of the Company may amend, alter,
suspend, discontinue, or terminate the Plan at any time, except that any such
action will be subject to the approval of the Company's shareholders if, when
and to the extent such shareholder approval is necessary or required for
purposes of any applicable federal or state law or regulation or the rules of
any stock exchange or automated quotation system on which the Shares may then be
listed or quoted, or if the Board of Directors of the Company, in its
discretion, determines to seek such shareholder approval.
(b) Except as otherwise provided herein, the Committee may
waive any conditions or rights of the Company or modify or amend the terms of
any outstanding Award. No modification, amendment, alteration, suspension,
discontinuation or termination of an outstanding Award which impairs the rights
or benefits of any Participant or holder thereof may be made without the consent
of the Participant or holder thereof.
15. Effective Date and Term of Plan. The plan shall become effective
upon approval of the Plan by the shareholders of the Company. It shall continue
in effect for a term of 15 years unless sooner terminated under Section 14
hereof.
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<PAGE>
PERMANENT BANCORP, INC.
REVOCABLE PROXY
Annual Meeting of Stockholders
July 27, 1999
The undersigned hereby appoints the Board of Directors of Permanent
Bancorp, Inc. (the "Company"), and the survivor of them, with full powers of
substitution, to act as attorneys and proxies for the undersigned to vote all
shares of common stock of the Company which the undersigned is entitled to vote
at the Annual Meeting of Stockholders (the "Meeting"), to be held at the
Radisson Hotel, Salon A, located at 600 Walnut Street, Evansville, Indiana, at
1:00 p.m. Evansville, Indiana time, on July 27, 1999, and at any and all
adjournments and postponements thereof, as follows:
I. The election as directors of all nominees listed below for three-year
terms.
[ ] FOR [ ] WITHHELD
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.
DONALD P. WEINZAPFEL DANIEL L. SCHENK JAMES D. BUTTERFIELD
II. Ratification of the adoption of the 1999 Omnibus Incentive Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
III. Ratification of the appointment of Deloitte & Touche LLP as
auditors for the Company for the fiscal year ending March 31,
2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote on such other
matters as may properly come before the Meeting or any adjournments or
postponements thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE NOMINEES AND THE PROPOSAL STATED. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED
IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
The Board of Directors recommends a vote "FOR" the listed
nominees and proposal.
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<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting or
at any adjournments or postponements thereof, and after notification to the
Secretary of the Company at the Meeting of the stockholder's decision to
terminate this Proxy, then the power of such attorneys and proxies shall be
deemed terminated and of no further force and effect.
The undersigned acknowledges receipt from the Company, prior to the
execution of this Proxy, of Notice of the Meeting, a Proxy Statement dated June
29, 1999 and the Company's Annual Report to Stockholders for the fiscal year
ended March 31, 1999.
Dated:
SIGNATURE OF STOCKHOLDER
----------------------------
SIGNATURE OF STOCKHOLDER
----------------------------
Please sign exactly as your name(s) appear(s) to the
left on this card. When signing as attorney,
executor, administrator, trustee or guardian, please
give your full title. If shares are held jointly,
each holder should sign.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
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