[HOME BUILDING BANCORP, INC. LETTERHEAD]
December 11, 2000
Dear Fellow Shareholder:
On behalf of the Board of Directors and management of Home Building
Bancorp, Inc., we cordially invite you to attend the annual meeting of
shareholders. The annual meeting will be held at 10:30 a.m. local time, on
January 15, 2001 at our main office located at 200 East Van Trees Street,
Washington, Indiana. The annual meeting will include management's report to you
on our fiscal 2000 financial and operating performance.
An important aspect of the annual meeting process is the annual
shareholder vote on corporate business items. Whether or not you plan to attend
the annual meeting, please read the enclosed proxy statement and then complete,
sign and date the enclosed proxy and return it in the accompanying postpaid
return envelope provided as promptly as possible. This will save us additional
expense in soliciting proxies and will ensure that your shares are represented
at the annual meeting.
Your Board of Directors and management are committed to the continued
success of Home Building Bancorp, Inc., and the enhancement of your investment.
As President and Chief Executive Officer, I want to express my appreciation for
your confidence and support.
Very truly yours,
/s/ John B. Graham
-------------------
JOHN B. GRAHAM
President and Chief Executive Officer
<PAGE>
HOME BUILDING BANCORP, INC.
200 East Van Trees Street
Washington, Indiana 47501
(812) 254-2641
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on January 15, 2001
Notice is hereby given that the annual meeting of shareholders of Home
Building Bancorp, Inc. will be held at our main office located at 200 East Van
Trees Street, Washington, Indiana, on January 15, 2001, at 10:30 a.m. local
time.
A proxy card and a proxy statement for the annual meeting are enclosed.
The annual meeting is for the purpose of considering and voting upon:
Proposal 1. The election of two directors of Home Building Bancorp,
each for a term of three years;
Proposal 2. The approval of Home Building Bancorp's 2000 Omnibus
Incentive Plan;
Proposal 3. The ratification of the appointment of Crowe Chizek and
Company LLP as independent auditors for Home Building
Bancorp for the fiscal year ending September 30, 2001;
and
such other matters as may properly come before the annual meeting, or any
adjournments or postponements thereof. We are not aware of any other business to
come before the annual meeting.
Any action may be taken on the foregoing proposals at the annual
meeting on the date specified above, or on any date or dates to which the annual
meeting may be adjourned. Shareholders of record at the close of business on
November 30, 2000, are the shareholders entitled to vote at the annual meeting,
and any adjournments thereof.
You are requested to complete, sign and date the enclosed form of proxy
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 annual meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ John B. Graham
----------------------
JOHN B. GRAHAM
President and Chief Executive Officer
Washington, Indiana
December 11, 2000
--------------------------------------------------------------------------------
IMPORTANT: The prompt return of proxies will save us the expense of
further requests for proxies to ensure a quorum at the annual meeting.
A self-addressed envelope is enclosed for your
convenience. No postage is required if mailed within
the United States.
--------------------------------------------------------------------------------
<PAGE>
HOME BUILDING BANCORP, INC.
200 East Van Trees Street
Washington, Indiana 47501
(812) 254-2641
--------------------
PROXY STATEMENT
--------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 15, 2001
The Board of Directors of Home Building Bancorp, Inc. is using this
proxy statement to solicit proxies from the holders of Home Building Bancorp
common stock for use at our annual meeting of shareholders. We are first mailing
this proxy statement and the enclosed form of proxy to our shareholders on or
about December 11, 2000.
Certain of the information provided herein relates to our wholly owned
subsidiary, Home Building Savings Bank, FSB.
Time and Place of the Annual Meeting; Matters to be Considered
Our annual meeting will be held as follows:
Date: January 15, 2001
Time: 10:30 a.m., local time
Place: Office of Home Building Bancorp, Inc.
200 East Van Trees Street
Washington, Indiana
At the annual meeting, shareholders are being asked to consider and
vote upon the following proposals:
o the election of two directors of Home Building Bancorp, each
for a term of three years;
o the approval of Home Building Bancorp's 2000 Omnibus Incentive
Plan;
o the ratification of the appointment of Crowe Chizek and
Company LLP as Home Building Bancorp's independent auditors
for the fiscal year ending September 30, 2001; and
any other matters that may properly come before the annual meeting. As of the
date of this proxy statement, we are not aware of any other business to be
presented for consideration at the annual meeting other than the matters
described above.
1
<PAGE>
Proxies and Proxy Solicitation
If a shareholder properly executes the enclosed proxy, the proxies
named will vote the shares of common stock represented by that proxy at the
annual meeting. Where a shareholder specifies a choice, the proxy will be voted
in accordance with the shareholder's instructions. Where no specific direction
is given, the proxies will vote the shares "FOR" the election of management's
director nominees, "FOR" the approval of the 2000 Omnibus Incentive Plan, and
"FOR" the ratification of the appointment of Crowe Chizek and Company LLP as
Home Building Bancorp's independent auditors for the fiscal year ending
September 30, 2001. As to any other matters presented at the annual meeting, the
shares for which proxies have been received will be voted in accordance with the
discretion of the proxies.
Any proxy given pursuant to this solicitation or otherwise may be
revoked by the shareholder giving it at any time before it is voted by
delivering to the Secretary of Home Building Bancorp at the above address, on or
before the taking of the vote at the annual meeting, a written notice of
revocation bearing a later date than the proxy or a later dated proxy relating
to the same shares of common stock or by attending the annual meeting and voting
in person. Attendance at the annual meeting will not in itself constitute the
revocation of a proxy.
Home Building Bancorp will pay the cost of soliciting proxies. Home
Building Bancorp is considering retaining Regan & Associates, Inc. to assist in
the solicitation of proxies for an approximate fee of $4,500. In addition to
solicitation by mail, our directors, officers and employees may solicit proxies
personally or by facsimile, telegraph or telephone, without additional
compensation. We 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 Home Building Bancorp common stock.
Voting Rights; Vote Required
Shareholders of record as of the close of business on November 30, 2000
will be entitled to one vote on each matter presented for a vote at the annual
meeting for each share of the common stock of Home Building Bancorp, par value
$0.01 per share, held on such date. Such vote may be exercised in person or by a
properly executed proxy as discussed above. A majority of the outstanding shares
of the common stock present in person or represented by proxy will constitute a
quorum for purposes of the annual meeting. Abstentions and broker non-votes will
be counted for purposes of determining a quorum. Directors will be elected by a
plurality of the votes cast. All other matters to come before the annual
meeting, including the approval of the Omnibus Incentive Plan and the
ratification of the appointment of Crowe Chizek and Company LLP as independent
auditors for the fiscal year ending September 30, 2001, will be approved if the
votes cast favoring each proposal exceed the votes cast opposing that proposal.
With regard to the election of directors, votes may be cast in favor of
or withheld from each nominee; votes that are withheld will be excluded entirely
from the vote and will have no effect on the voting results. Abstentions may be
specified on all proposals except the election of directors and will be counted
as present for purposes of determining the existence of a quorum regarding the
item on which the abstention is noted. For the proposal to approve the Omnibus
Incentive Plan and the proposal to ratify the appointment of Crowe Chizek and
Company LLP as independent auditors, abstentions will not be counted as votes
cast and therefore will have no effect on the voting results. Likewise, broker
non-votes (i.e., proxies from brokers or nominees indicating that such persons
have not received instructions from the beneficial owners or other persons as to
certain proposals on which such beneficial owners or persons are entitled to
vote their shares but with respect to which the brokers or nominees have no
discretionary power to vote without such instructions) will not be counted as
votes cast and will have no effect on the outcome of any of the matters
presented for a vote at the annual meeting. Brokers who do not receive
instructions from their customers will be entitled to vote such customers'
shares on the election of directors and the ratification of independent auditors
in their discretion. With respect to the approval of the Omnibus Incentive Plan,
however, brokers will not have discretionary authority to vote without specific
instructions from their customers.
2
<PAGE>
Voting Securities and Principal Holders Thereof
As of November 30, 2000, we had 296,660 shares of common stock
outstanding and entitled to vote at the annual meeting. The following table sets
forth, as of November 30, 2000, information regarding share ownership of: (i)
those persons or entities known by management to beneficially own more than five
percent of common stock; (ii) each member of the Home Building Bancorp Board of
Directors; (iii) each person named in the Summary Compensation table appearing
under "Executive Compensation" below and (iv) all directors and executive
officers as a group. The addresses of each of the beneficial owners, except
where otherwise indicated, is the same address as Home Building Bancorp.
<TABLE>
<CAPTION>
Shares
Beneficially Percent of
Beneficial Owner Owned(1) Class
----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Home Building Bancorp, Inc. Employee Stock Ownership Plan 26,807(2) 9.04%
("ESOP")
Bruce A. Beesley 22,836(3) 7.53
1209 Vista Lane
Washington, Indiana 47501
Amos and Lily Wittmer 21,593(4) 7.25
RR#2 Box 456
Montgomery, Indiana 47558
Robert Chambers Limited Partnership 20,000(5) 6.74
Robert O. Chambers
24 Edwardsport Road
Washington, Indiana 47501
John B. Graham, President, Chief Executive Officer and Director 8,480 2.86
Gregory L. Haag, Chairman of the Board and Director 11,034 3.70
C. Darrell Deem, Director 8,094 2.72
Blake L. Chambers, Director 4,594 1.54
James E. Scheid, Director 3,071 1.03
Larry G. Wilson, Director 2,394 0.80
Directors and executive officers as a group (7 persons) 42,393 (6) 13.93
</TABLE>
(1) The shares reported as beneficially owned by each non-employee director
include 1,207 shares which each non-employee director has the right to
acquire pursuant to stock options that are either currently exercisable
or exercisable within 60 days.
(2) The amount reported represents shares of common stock held by the ESOP,
18,073 shares of which have been allocated to accounts of participants
as of September 30, 2000. First Bankers Trust Company, N.A., Quincy,
Illinois, as the trustee of the ESOP, may be deemed to beneficially own
the shares held by the ESOP which have not been allocated to the
accounts of participants. Pursuant to the terms of the ESOP,
participants in the ESOP have the right to direct the voting of shares
allocated to participant accounts. For each issue voted upon by the
shareholders of Home Building Bancorp, the unallocated shares held by
the ESOP are voted by the ESOP trustee in the same manner that the
trustee is directed to vote on the issue by a majority of the plan
participants who directed the trustee as to the manner of voting the
3
<PAGE>
shares allocated to their plan accounts. Allocated shares as to which
the ESOP trustee receives no voting instructions are voted by the
trustee in its discretion.
(3) The amount of shares beneficially owned by Mr. Beesley consists of (i)
1,932 shares owned directly by Mr. Beesley over which he has sole
voting and dispositive powers; (ii) 11,288 shares held in two revocable
trusts with respect to which Mr. Beesley shares voting and dispositive
powers with his wife; (iii) 3,176 shares allocated to Mr. Beesley's
ESOP account; and (iv) 6,440 shares which Mr. Beesley has the right to
acquire pursuant to currently exercisable stock options.
(4) The amount of shares beneficially owned by Mr. Wittmer consists of (i)
386 shares owned directly by Mr. Wittmer over which he has sole voting
and dispositive powers; (ii) 20,000 shares held by Mr. Wittmer's wife
with respect to which Mr. Wittmer shares voting and dispositive powers;
and (iii) 1,207 shares which Mr. Wittmer has the right to acquire
pursuant to stock options that are either currently exercisable or
exercisable within 60 days.
(5) Robert Chambers Limited Partnership has sole voting and dispositive
powers over the shares listed above. Robert Chambers, as a general
partner of Robert Chambers Limited Partnership, is in a position to
direct the voting and disposition of the shares listed above.
(6) The amount reported represents shares held directly, as well as shares
held jointly with family members, in retirement accounts, in a
fiduciary capacity, by certain of the group members' families or 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 dispositive powers. This
amount also includes an aggregate of 7,645 shares which directors and
executive officers as a group have the right to acquire pursuant to
stock options that are either currently exercisable or exercisable
within 60 days and an aggregate of 2,500 shares allocated to the ESOP
accounts of the executive officers as of September 30, 2000. Amount
does not include shares held by Mr. Beesley, the former Chief Executive
Officer.
PROPOSAL I -- ELECTION OF DIRECTORS
Our Board of Directors is currently composed of six members. Two of the
Directors are elected annually to serve for three-year terms or until their
respective successors are elected and qualified.
The following table sets forth certain information regarding our Board
of Directors, including each director's term of office. The Board of Directors
acting as 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 annual 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 a nominee might be unable to serve if
elected. Except as disclosed herein, there are no arrangements or understandings
between any nominee and any other person pursuant to which the nominee was
selected.
<TABLE>
<CAPTION>
Term
Position(s) Held with Director to
Name Age(1) Home Building Bancorp Since(2) Expire
---------------------- ------ ----------------------------------------------------------------
<S> <C> <C> <C> <C>
NOMINEES
John B. Graham 41 President, Chief Executive Officer 2000 2004
and Director
C. Darrell Deem 43 Director 1991 2004
DIRECTORS CONTINUING IN OFFICE
Blake L. Chambers 48 Director 1991 2002
Larry G. Wilson 58 Director 1991 2002
Gregory L. Haag 48 Chairman of the Board and Director 1991 2003
James E. Scheid 58 Director 1973 2003
</TABLE>
-----------------
(1) At September 30, 2000.
(2) Includes service as a director of the Bank.
4
<PAGE>
The business experience of each director of Home Building Bancorp for
at least the past five years is set forth below.
John B. Graham. Mr. Graham was appointed President and Chief Executive
Officer of Home Building Bancorp and Home Building Savings Bank in May 2000.
Prior to joining Home Building, Mr. Graham was Vice President at Peoples
National Bank of Washington, where he served in operations and in commercial
lending since 1983. Mr. Graham graduated with a BSBA in Management from Xavier
University in 1981 and earned his MBA from Xavier University Graduate School in
1983.
C. Darrell Deem. Dr. Deem has practiced dentistry in the Washington,
Indiana area since 1983. Dr. Deem initially began practicing dentistry with Carl
B. O'Connor D.D.S. Inc. In April 1993, Dr. Deem opened his own office in
Washington, Indiana.
Blake L. Chambers. Mr. Chambers is a partner in the law firm of Waller,
Chambers & Hanson, a general practice firm located in Washington, Indiana. Mr.
Chambers has been a member of the firm since 1978.
Larry G. Wilson. For over 16 years Mr. Wilson has been the President of
R.L. Wilson Family Farms, Inc., a farming operation, located in Montgomery,
Indiana.
Gregory L. Haag. Since 1977, Mr. Haag has been the owner and President
of Haag Heating and Air Conditioning, Inc., located in Washington, Indiana.
James E. Scheid. Since 1970, Mr. Scheid has owned and operated Scheid
Farms, a farming operation, located in Washington, Indiana. He also serves as an
outpatient supervisor and counselor for Good Samaritan Hospital in Vincennes,
Indiana.
Meetings and Committees of the Boards of Directors
Meetings and Committees of Home Building Bancorp. Meetings of Home
Building Bancorp's Board of Directors are held on an as needed basis, but in no
event less than quarterly. For the fiscal year ended September 30, 2000, the
Board of Directors met 8 times. During fiscal 2000, no incumbent director of
Home Building Bancorp 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 they served.
The Board of Directors of Home Building Bancorp has standing Audit,
Compensation and Nominating Committees.
The Audit Committee is responsible for the review of Home Building
Bancorp's annual audit report prepared by Home Building Bancorp's independent
auditors. The review includes a detailed discussion with the independent
auditors and recommendation to the full Board concerning any action to be taken
regarding the audit. Directors Wilson, Haag and Deem served on this Committee.
During fiscal 2000, the Audit Committee did not meet. For additional information
regarding the audit committee, see "Audit Committee Matters" below.
The Compensation Committee is currently composed of Director Scheid and
Deem. This Committee is responsible for administering the Home Building
Bancorp's 1995 Stock Option and Incentive Plan and the Recognition and Retention
Plan. This Committee met once during fiscal 2000.
The entire Board of Directors acts as a Nominating Committee for
selecting nominees for election as directors. Nominations of persons for
election to the Board of Directors may be made only by or at the direction of
the Board of Directors or by any shareholder entitled to vote for the election
of directors who complies with the notice procedures set forth in our Bylaws.
Pursuant to our Bylaws, nominations by shareholders must be made in writing to
the Secretary of Home Building Bancorp and must be received at
5
<PAGE>
Home Building Bancorp's principal executive office at least 30 days prior to the
date of the annual meeting; however, in the event that less than 40 days' notice
or prior public disclosure of the date of the annual meeting is given or made to
shareholders, nominations by shareholders must be received not later than the
close of business on the 10th day following the day on which such notice of the
meeting was mailed or such public disclosure was first made.
Meetings and Committees of Home Building Savings Bank. The Board of
Directors generally meets monthly and held 15 meetings during the fiscal year
ended September 30, 2000. During fiscal 2000, no incumbent director of the Home
Building Savings 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.
The principal standing committees of Home Building Savings Bank are the
Executive and Audit Committees. The Bank also has other committees which meet as
needed to review various other functions.
Home Building Savings Bank Executive Committee exercises the powers of
the full Board of Directors between board meetings, except this committee does
not have the authority of the Board to amend the charter or bylaws, adopt a plan
of merger, consolidation, dissolution or provide for the disposition of all or
substantially all of the property and assets of Home Building Savings Bank. The
Executive Committee meets as needed to review loan applications, rates paid on
savings and loans and other banking transactions. The Executive Committee
consisted of President Graham and Directors Scheid and Haag. The committee
requires the agreement of two of the three members to act on any matter. The
Executive Committee met 12 times during fiscal 2000.
The Audit Committee meets quarterly to review reports from the banks
independent auditors. The Audit Committee also recommends the selection of Home
Building Savings Bank independent accountants to the Board of Directors and
meets with the accountants to discuss the scope and to review the results of the
annual audit; however in recent years the whole Board (with the exception of
President Graham) has been involved in this process. The Board members of this
committee include Directors Wilson, Haag and Deem. This committee met 4 times
during fiscal 2000.
Audit Committee Matters
Audit Committee Report. The Audit Committee of the Board of Directors
of Home Building Bancorp has issued the following report with respect to the
audited financial statements of Home Building Bancorp for the fiscal year ended
September 30, 2000:
o The Audit Committee has reviewed and discussed with Home
Building Bancorp's management Home Building Bancorp's fiscal
2000 audited financial statements;
o The Audit Committee has discussed with Home Building Bancorp's
independent auditors (Crowe Chizek and Company LLP) the
matters required to be discussed by Statement on Auditing
Standards No. 61;
o The Audit Committee has received the written disclosures and
letter from the independent auditors required by Independence
Standards Board No. 1 (which relates to the auditors'
independence from Home Building Bancorp and its related
entities) and has discussed with the auditors their
independence from Home Building Bancorp; and
o Based on the review and discussions referred to in the three
items above, the Audit Committee recommended to the Board of
Directors that the fiscal 2000 audited financial statements be
included in Home Building Bancorp's Annual Report on Form
10-KSB for the fiscal year ended September 30, 2000.
Submitted by the Audit Committee of the Board of Directors of Home Building
Bancorp:
6
<PAGE>
Larry G. Wilson
Gregory L. Haag
C. Darrell Deem
Independence and Other Matters. Each member of the Audit Committee is
"independent" under the definition of independence contained in the National
Association of Securities Dealers' listing standards for the Nasdaq Stock
Market. Home Building Bancorp's Board of Directors has not adopted a written
charter for the Audit Committee.
Director Compensation
Directors of Home Building Bancorp do not receive compensation for
their service on Home Building Bancorp's Board of Directors or any committees.
During fiscal 2000, however, each member of Home Building Savings Bank Board of
Directors received an annual fee of $2,500 per year. Each non-employee director
was paid an additional $100 for each regular and special board meeting of Home
Building Savings Bank attended. Non-employee directors of Home Building Savings
Bank's Executive Committee received $75 for each committee meeting attended and
members of Home Building Savings Bank's Audit Committee received a flat fee of
$100 per quarter for their service on this committee. Director Chambers received
an additional $400 per year for his service as Secretary to the Board of
Directors of Home Building Savings Bank. During fiscal 2000 President Graham did
not collect any fees as he is an employee of Home Building Savings Bank.
Directors Emeriti, of which Home Building Savings Bank currently has four, are
paid $75 per meeting attended.
Executive Compensation
The following table sets forth information concerning the compensation
paid by Home Building Bancorp to each person who served as Home Building
Bancorp's Chief Executive Officer during fiscal 2000. No other officer received
a salary and bonus in excess of $100,000 during fiscal 2000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------------------------------------------------------
Long Term Compensation
Annual Compensation Awards
----------------------------------------------- ----------------------
Other Annual Restricted All Other
Compensation Stock Options Compensation
Name and Principal Position Year Salary($)(2) Bonus ($) ($)(3) Award ($) (#) ($)
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
John B. Graham, President, 2000 $26,128 $---- $---- $---- ---- $ 1,474(4)
Chief Executive Officer and 1999 ---- ---- ---- ---- ---- ----
Director(1) 1998 ---- ---- ---- ---- ---- ----
Bruce A. Beesley, 2000 $67,542 $2,709 $---- $---- ---- $6,693(5)
Former Chief Executive Officer 1999 63,750 2,709 ---- ---- ---- 10,228
1998 60,875 2,899 ---- ---- ---- 11,792
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
---------------
(1) Mr. Graham was appointed President and Chief Executive Officer in May
2000.
(2) Includes director fees of $2,500 per year. Mr. Graham's salary and
director fees for fiscal 2000 were calculated based on his 4 months of
employment.
(3) Neither Mr. Graham nor Mr. Beesley received personal benefits or
perquisites which, in the aggregate, exceeded the lesser of $50,000 or
10% of his salary and bonus.
(4) Represents Home Building Savings Bank's payment of medical and life
insurance premiums for 4 months at a rate of $368.43 per month.
(5) Represents Home Building Savings Bank's payment of medical and life
insurance premiums for fiscal 2000.
7
<PAGE>
The following table sets forth information concerning the aggregate
number and value of stock options held by Mr. Graham and Mr. Beesley at
September 30, 2000. No stock appreciation rights have been granted by us to
date.
<TABLE>
<CAPTION>
AGGREGATE OPTIONS EXERCISED IN LAST FISCAL YEAR AND FY-END OPTION VALUES
----------------------------------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at FY-End (#) FY-End ($)(1)
Acquired -------------------------------- --------------------------------
on Value
Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
John B. Graham ------ $------ ------ ------ $------ $------
Bruce A. Beesley ------ $------ 6,440 1,610 $------ $------
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) An option is in-the-money if the exercise price per share of the option
is less than the market value per share of the shares underlying the
option. Because, at September 30, 2000, the market value per share of
the common stock of Home Building Bancorp was less than the exercise
price per share of Mr. Beesley's options, such options were not
in-the-money as of that date.
Severance Agreement
On April 7, 2000, Home Building Bancorp and Home Building Savings Bank
entered into a severance agreement with Bruce A. Beesley. Pursuant to the
severance agreement, Home Building Savings Bank agreed to pay Mr. Beesley his
salary until October 7, 2001 and to continue to provide him with health
insurance benefits until April 30, 2001. In addition, Home Building Bancorp
agreed to extend the time period available for Mr. Beesley to exercise his
then-vested stock options until October 7, 2001. The severance agreement also
provides that the options which had not yet vested as of the date of the
severance agreement will vest immediately if there is a change of control of
Home Building Bancorp. Home Building Bancorp also agreed that the 644 remaining
shares of restricted stock granted to Mr. Beesley would vest immediately.
Certain Transactions
We have followed a policy of granting consumer loans and loans secured
by the borrower's personal residence to officers, directors and employees. All
loans to executive officers and directors were 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 our underwriting
guidelines, and do not involve more than the normal risk of collectibility or
present other unfavorable features.
Director Chambers is a Partner at the law firm of Waller, Chambers &
Hanson which from time to time provides legal services to Home Building Savings
Bank. The dollar amount of fees paid by the Bank to Waller, Chambers & Hanson
was less than five percent of such law firm's gross revenues during fiscal 2000.
8
<PAGE>
PROPOSAL II - APPROVAL OF 2000 OMNIBUS INCENTIVE PLAN
The Board of Directors of Home Building Bancorp has adopted the 2000
Omnibus Incentive Plan (the "Omnibus Plan"), subject to approval by the
shareholders at the annual meeting. The purpose of the Omnibus Plan is to
promote the long-term interests of Home Building Bancorp and its shareholders by
attracting and retaining directors, advisory directors, officers and employees
and motivating these persons to exert their best efforts on behalf of Home
Building Bancorp and Home Building Savings Bank.
A summary of the Omnibus Incentive Plan is set forth below. This
summary is, however, qualified by and subject to the more complete information
set forth in the Omnibus Plan, a copy of which is attached to this proxy
statement as Appendix A.
General
The Omnibus Plan provides for awards in the form of stock options,
stock appreciation rights ("SARs"), restricted stock and performance awards.
Each award will be on such terms and conditions, consistent with the Omnibus
Plan, as the committee considering the Omnibus Plan may determine.
Subject to adjustment in the event of certain changes in Home Building
Bancorp's capitalization (such as stock dividends and stock splits), the maximum
number of shares with respect to which awards may be made under the Omnibus Plan
is 30,000 shares of the common stock of Home Building Bancorp. This amount
represented approximately 9.05 percent of the shares issued and outstanding as
of November 30, 2000. The Omnibus Incentive Plan also provides that no
participant may be granted awards under the Plan for more than 5,000 shares
during any calendar year.
Administration
The Plan will be administered by a committee of two or more members of
the Board of Directors of Home Building Bancorp (the "Committee"), each of whom,
as required by the Omnibus Plan, is (i) an outside director as defined under
Section 162(m) of the Internal Revenue Code of 1986 and (ii) a Non-Employee
Director as defined in the rules under Section 16(b) of the Securities Exchange
Act of 1934.
Eligibility
Any director, advisory director, officer or employee of Home Building
Bancorp or its 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 Internal Revenue Code of 1986 or stock
options not intended to qualify as such ("Non-Qualified Stock Options").
Incentive Stock Options may be granted only to employees of Home Building
Bancorp and its 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 Home Building Bancorp and
its 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
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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. The 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 conditions 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 will 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.
Performance Awards. The Committee is authorized to grant
performance-based awards which may be denominated in cash, common stock, other
securities or other awards under the Omnibus Plan or other property. The
specific performance goals for each performance award are at the discretion of
the Committee.
Termination of Service
Set forth below is a summary of the effects of termination of service
to Home Building Bancorp or a corporate affiliate thereof of a participant to
whom an award has been granted under the Omnibus Plan. The summaries below
describe the general plan terms on termination of service, which may be modified
by the Committee in its discretion in the applicable award agreement.
Stock Options and SARs. In the event of a participant's termination of
service to Home Building Bancorp or an affiliate thereof for any reason
(including total and partial disability, but excluding retirement at age 65,
death and termination of employment 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 award). 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.
In the event of termination of service due to retirement at age 65, a
participant to whom an option or SAR is granted may exercise such award
following termination of service for a period of three months, in the case of an
Incentive Stock Option, or two years, in the case of a Non- Qualified Stock
Option or a SAR (but in no event after the expiration date of the award). In the
event of the death of a participant to whom an option or SAR is granted, the
person to whom the award is transferred may exercise such award within a period
of two years following the death of the participant (but in no event after the
expiration date of the award).
Restricted Stock. In the event of termination of service of a
participant to whom restricted stock is granted for any reason other than death,
disability or retirement at age 65, all shares of restricted stock as to
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which applicable restrictions have not yet lapsed will be forfeited and returned
to Home Building Bancorp. In the event of termination of service of the person
to whom restricted stock is granted due to death, disability or retirement at
age 65, all shares subject to restrictions at time of termination will become
free of such restrictions.
Performance Awards. In the event of termination of service of a
participant to whom a performance award is granted, the rights of such
participant will be governed by the terms of the Omnibus Plan and the applicable
award agreement.
Transferability of Awards
An Incentive Stock Option awarded under the Omnibus Plan may be
transferred only upon the death of the participant to whom it has been granted,
by will or the laws of inheritance. 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.
Effect of Merger And Other Adjustments
In the event of a merger or other business combination of Home Building
Bancorp in which Home Building Bancorp 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.
Upon a change in control of Home Building Bancorp, 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. A "change in control" will be deemed
to occur if: (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 Home Building Bancorp with respect to which 25% or
more of the total number of votes for the election of the Board of Directors of
Home Building Bancorp 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 Home Building Bancorp shall cease to constitute a majority of the
Board of Directors of Home Building Bancorp, or (iii) the shareholders of Home
Building Bancorp shall approve an agreement providing either for a transaction
in which Home Building Bancorp will cease to be an independent publicly-owned
corporation or for a sale or other disposition of all or substantially all the
assets of Home Building Bancorp.
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 merger, consolidation, reorganization, recapitalization, stock dividend,
stock split or other change in the corporate structure of Home Building Bancorp.
Amendment And Termination
The Board of Directors of Home Building Bancorp may at any time amend,
alter, suspend, discontinue or terminate the Omnibus Plan, except that any such
action will be subject to the approval of Home Building Bancorp'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 Home Building Bancorp
in its discretion determines to seek shareholder approval.
Federal Income Tax Consequences
Under present federal income tax laws, awards under the Omnibus Plan
will have the following consequences:
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(1) The grant of an award, by itself, will generally neither result in the
recognition of taxable income to the participant nor entitle Home
Building Bancorp to a deduction at the time of such grant. However, the
grant of an award of cash or property other than a stock option, SAR or
restricted stock (except as provided below) will generally result in
the recognition of ordinary income by the participant and entitle Home
Building Bancorp to a corresponding deduction at the time of grant.
(2) Neither the grant nor the exercise of an incentive stock option granted
under the Omnibus Plan will itself result in any federal tax
consequences to either the optionee or Home Building Bancorp. Except as
described below, at the time the optionee sells shares acquired
pursuant to the exercise of an incentive stock option, the excess of
the sale price over the exercise price will qualify as a long-term
capital gain. If the optionee disposes of the shares within two years
of the date of grant or within one year of the date of exercise, an
amount equal to the difference between the fair market value of the
shares on the date of exercise and the exercise price will be taxed as
ordinary income and Home Building will be entitled to a deduction in
the same amount. The excess, if any, of the sale price over the fair
market value at the time of exercise will qualify as long-term capital
gain if the shares are sold more than one year after the option is
exercised. If the optionee exercises an incentive stock option more
than three months after his or her termination of employment, he or she
generally is deemed to have exercised a non-qualified stock option. The
time frame within which an incentive stock option may be exercised
following termination of employment is extended to one year if the
termination results from the death or disability of the optionee.
(3) Under current federal tax law, the grant of a non-qualified stock
option under the Omnibus Plan will not result in any taxable income to
the optionee at the time of grant or any tax deduction to Home Building
Bancorp. Upon the exercise of the non-qualified stock option, the
excess of the market value of the shares acquired over their cost
(i.e., the exercise price) is taxable to the optionee as ordinary
income and is generally deductible by Home Building. The optionee's tax
basis for the shares is the market value of the shares at the time of
exercise. Upon the sale of the shares, any appreciation in value of the
shares from the time of exercise will be recognized by the optionee as
a capital gain; this capital gain will be a short-term capital gain
(and taxed at ordinary income rates) if the shares are sold within one
year after the exercise and a long-term capital gain if the shares are
sold more than one year after exercise.
(4) 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. Home Building Bancorp will be entitled to a
corresponding deduction.
(5) Holders of restricted stock will recognize ordinary income on the date
that the restricted stock is no longer subject to a substantial risk of
forfeiture (i.e., when the shares vest), in an amount equal to the fair
market value of the shares on that date. In certain circumstances, a
holder may elect to recognize ordinary income and determine such fair
market value on the date of the grant of the restricted stock. Holders
of restricted stock will also recognize ordinary income equal to their
dividend or dividend equivalent payments when such payments are
received. Generally, the amount of income recognized by participants
will be a deductible expense for tax purposes for Home Building
Bancorp.
Awards under the Omnibus Incentive Plan
Subject to shareholder approval of the Omnibus Plan at the annual
meeting, Home Building Bancorp awarded John Graham an option to purchase,
pursuant to the Omnibus Plan, 8,000 shares of the common stock of Home Building
Bancorp at the exercise price of $16.75 per share. Subject to the terms and
conditions of the Omnibus Plan, the option will vest in five equal parts (20%
per year) starting on May 22, 2001 and continuing through May 22, 2005, and will
be exercisable during the period commencing upon vesting and ending on October
17, 2010.
Upon shareholder approval of the Omnibus Plan, it is also the intention
of the Board of Directors of Home Building Bancorp to award Mr. Graham 500
shares of the common stock of Home Building Bancorp,
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which will fully vest immediately upon grant. Other than the incentive stock
option and the 500 shares of common stock to be awarded upon shareholder
approval of the Omnibus Plan, no other awards have been made under the Omnibus
Plan. On November 29, 2000, the closing price for the common stock as reported
on the OTC Bulletin Board was $10.50 per share.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
APPROVAL OF THE 2000 OMNIBUS INCENTIVE PLAN.
PROPOSAL III - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
On February 21, 2000, Home Building Bancorp engaged Crowe Chizek and
Company LLP as Home Building's principal accountant to audit Home Building
Bancorp's financial statements. The Board of Directors of Home Building Bancorp
has appointed Crowe Chizek and Company LLP to be Home Building Bancorp's
independent auditors for the fiscal year ending September 30, 2001, subject to
the ratification by Home Building Bancorp's shareholders at the annual meeting.
A representative of Crowe Chizek and Company LLP is expected to attend the
annual meeting to respond to appropriate questions and will have an opportunity
to make a statement if he or she so desires.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF CROWE CHIZEK AND COMPANY LLP AS HOME BUILDING
BANCORP'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2001.
During Home Building Bancorp's fiscal years ended September 30, 1999
and 1998 and the subsequent interim period from October 1, 1999 through January
24, 2000, there were no disagreements between Home Building Bancorp and Kemper
CPA Group LLC on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
the satisfaction of Kemper CPA Group LLC would have caused it to make reference
to the subject matter of the disagreement in its report.
In a letter received by Home Building Bancorp on January 21, 2000,
Kemper CPA Group LLC, the principal accountant for Home Building Bancorp,
resigned effective January 24, 2000. In its resignation letter and in a
subsequent written communication to Home Building Bancorp, Kemper CPA Group LLC
stated that it is unable to rely on the representations of Home Building
Bancorp's management regarding internal controls and procedures for adequate
segregation of duties with respect to loan originations and renewals, and that
Home Building Bancorp's management had failed to implement the recommendations
of Kemper CPA Group LLC regarding such internal controls. Home Building Bancorp
understood Kemper CPA Group LLC's recommendations to only encompass certain
classes of loans. Thus, Home Building Bancorp believes that, by placing internal
controls on certain accounts within that audit area, Home Building Bancorp fully
implemented the recommendations made by Kemper CPA Group LLC. The
recommendations of Kemper CPA Group LLC were not omitted due to an unwillingness
on the part of Home Building Bancorp to fully implement them. Kemper CPA Group
LLC believes that its inquiries of Home Building Bancorp's management and
management's responses to those inquiries were not specific to or exclusive of a
certain class of loans. Thus, Kemper CPA Group LLC is of the opinion that the
internal controls which Kemper CPA Group LLC believed to be in place within that
audit area, had not been performed by Home Building Bancorp. The Board of
Directors of Home Building Bancorp has discussed the matter with Kemper CPA
Group LLC, and has authorized Kemper CPA Group LLC to respond fully to the
inquiries of the successor accountant, Crowe Chizek and Company LLP, concerning
these events. The decision to change accountants was approved by the Board of
Directors of Home Building Bancorp.
The audit report of Kemper CPA Group LLC on Home Building Bancorp's
consolidated financial statements as of and for the years ended September 30,
1999 and 1998, did not contain an adverse opinion or disclaimer of opinion, nor
was it qualified or modified as to uncertainty, audit scope, or accounting
principles.
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SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in the proxy materials for next
year's annual meeting of shareholders, any shareholder proposal to take action
at such annual meeting must be received at our principal executive office,
located at 200 East Van Trees Street, Washington, Indiana 47501, no later than
August 13, 2001. Any such proposal shall be subject to the requirements of the
proxy rules adopted under the Securities Exchange Act of 1934, as amended, and,
as with any shareholder proposal (regardless of whether or not included in the
proxy materials), Home Building Bancorp's certificate of incorporation and
bylaws and Indiana law.
With respect to any shareholder proposal to take action at next year's
annual meeting that is not submitted for inclusion in the proxy materials, the
persons named in the form of proxy sent by Home Building Bancorp to its
shareholders intend to exercise their discretion to vote on such proposal in
accordance with their best judgment if notice of the proposal is not received at
the principal executive office of Home Building Bancorp by the Deadline as
defined below. In addition to the provision of the proxy rules regarding
discretionary voting authority described in the preceding sentence, Home
Building Bancorp's Bylaws provide that if notice of a shareholder proposal to
take action at the next annual meeting is not received at the principal
executive office of Home Building Bancorp by the Deadline, such proposal will
not be recognized as a matter proper for submission to Home Building Bancorp's
shareholders and will not be eligible for presentation at such meeting. The
"Deadline" means the date that is 30 days prior to the date of the next annual
meeting; however, in the event that less than 40 days' notice or prior public
disclosure of the date of the next annual meeting is given or made to
shareholders, the "Deadline" means the close of business on the 10th day
following the day on which such notice of the meeting was mailed or such public
disclosure was first made.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
annual meeting other than the matters described above in this proxy statement.
However, if any other matters should properly come before the annual meeting, it
is intended that holders of the proxies will act in accordance with their best
judgment.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ John B. Graham
-------------------
JOHN B. GRAHAM
President and Chief Executive Officer
Washington, Indiana
December 11, 2000
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APPENDIX A
Home Building Bancorp's
2000 Omnibus Incentive Plan
<PAGE>
Appendix A
HOME BUILDING BANCORP, INC.
2000 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, 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 424(e) and (f),
respectively, of the Code.
"Award" -- means the grant by the Committee under this Plan of an
Incentive Stock Option, a Non-Qualified Stock Option, a Stock Appreciation
Right, Restricted Stock or a Performance Award, 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 Home Building Bancorp, Inc. and any successor
thereto.
"Continuous Service" -- means the absence of any interruption or
termination of service as a director, advisory 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 in the case of transfers
between payroll locations of the Company or between the Company, its parent, its
subsidiaries or its successor.
"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 Non-Qualified Stock Option.
"Market Value" -- means the closing high bid 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 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.
"Option" -- means an Incentive Stock Option or a Non-Qualified Stock
Option awarded to a Participant pursuant to Section 5(a) hereof.
"Participant" -- means any director, advisory director, officer or
employee of the Company or any Affiliate who is selected by the Committee to
receive an Award.
"Performance Award" -- means an Award granted pursuant to Section 5(d)
herein.
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"Plan" -- means this 2000 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 Shares awarded to a Participant pursuant
to Section 5(c) hereof.
"Retirement" -- means retirement from employment with the Company or
an Affiliate thereof, as an employee, director, director emeritus or advisory
director thereof, having reached the age of 65.
"Shares" -- means the shares of common stock of the Company.
"Stock Appreciation Right" -- means a stock appreciation right with
respect to Shares granted by the Committee pursuant to the Plan.
"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.
"Termination of Service" - means cessation of service, for any reason,
whether voluntary or involuntary, so that the affected individual is not either
(i) an employee of the Corporation or any Affiliate for purposes of an Incentive
Stock Option, or (ii) a director, advisory director or employee of the
Corporation or any affiliate for purpose of any other Award.
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, to correct any defect or supply
an omission or reconcile any inconsistency in the Plan, and make all
determinations deemed necessary or advisable for the administration of the Plan.
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 30,000 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 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 5,000 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:
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(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,
if the Committee specifically approves in writing on an
individual basis, (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.
(iv) Option Agreements. At the time of an Award of 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 employees of the Company or its Affiliates.
(vii) Incentive Stock Options must be granted no
later than 10 years from the date the Plan is adopted or
approved by the stockholders, whichever is earlier.
(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. 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. If the Related
Option is an Incentive Stock Option, the Related Option 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).
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<PAGE>
(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.
(iv) Stock Appreciation Right Agreements. At the time
of an Award 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.
(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 with the specific written
permission of the Committee (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 Awards 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 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. Except for the restrictions
which may be imposed on Restricted Stock, 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.
(ii) Restricted Stock Agreements. At the time of an
Award 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 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 2000 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, 200 East VanTrees Street, Washington,
Indiana 47501."
(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.
(d) Performance Awards. The Committee is hereby authorized to
grant Performance Awards to Participants subject to the terms of the Plan and
the applicable Award Agreement. At the time of grant of a Performance Award, 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
Performance Award and such other matters as the Committee shall in its sole
discretion determine. A Performance Award granted under the Plan (i) may be
denominated or payable in cash, Shares (including, without limitation,
Restricted Stock), other securities, other Awards or other property and (ii)
shall confer on the holder thereof the right to receive payments, in whole or in
part, upon the achievement of such performance goals during such performance
periods
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<PAGE>
as the Committee shall establish. Subject to the terms of the Plan, the
performance goals to be achieved during any performance period, the length of
any performance period, the amount of any Performance Award granted and the
amount of any payment or transfer to be made pursuant to any Performance Award
shall be determined by the Committee as provided in the applicable Award
Agreement. Unless otherwise provided in the Performance Award, the term of a
Performance Award shall not exceed 15 years.
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 total and partial
disability but excluding Retirement, death and termination of
employment by the Company or any Affiliate for Cause), such
Participant may, but only within the period of three months,
in the case of an Incentive Stock Option, or one year, 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 Retirement, such Participant may,
but only within the period of three months, in the case of an
Incentive Stock Option, or two years, 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.
(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, if a Participant ceases to maintain Continuous Services for any reason
(other than death, total or partial disability or Retirement) unless the
Committee, in its sole discretion, shall otherwise determine, all shares of
Restricted Stock theretofore 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. Unless the
Committee, in its sole discretion, shall otherwise determine, if a Participant
ceases to maintain Continuous Service by reason of death, total or partial
disability or Retirement, all shares of Restricted Stock theretofore 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 free of restrictions and shall
not be forfeited.
A5
<PAGE>
(c) Performance Awards. In the event that a Participant to
whom a Performance Award has been granted shall cease to maintain Continuous
Service for any reason, the rights of such Participant or any person to whom the
Award may have been transferred as permitted by Section 10 shall be governed by
the terms of the Plan and the applicable Award Agreement.
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 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 or advisory 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.
A6
<PAGE>
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.
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) Subject to paragraph (b) of this Section 14, the Board of
Directors of the Company may amend, alter, suspend, discontinue, or terminate
the Plan at any time without the consent of shareholders or Participants, 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 of or rights of the Company or modify or amend the terms of
any outstanding Award. The Committee may not, however, amend, alter, suspend,
discontinue or terminate any outstanding Award without the consent of the
Participant or holder thereof, except as otherwise herein provided.
15. Effective Date and Term of Plan. The Plan shall become effective
upon its adoption by the Board of Directors of the Company, subject to the
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>
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
REVOCABLE PROXY
HOME BUILDING BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
January 15, 2001
The undersigned hereby appoints the members of the Board of Directors
of Home Building Bancorp, Inc., and its survivors, with full power of
substitution, to act as attorneys and proxies for the undersigned to vote all
shares of common stock which the undersigned is entitled to vote at the annual
meeting of shareholders, to be held on Monday, January 15, 2001 at the main
office of Home Building Bancorp, Inc., located at 200 East Van Trees Street,
Washington, Indiana at 10:30 a.m. local time, and at any and all adjournments
and postponements thereof, as follows:
1. The election of John B. Graham and
C. Darrell Deem as directors for terms to
expire in the year 2004.
FOR ALL
FOR WITHHOLD EXCEPT
|_| |_| |_|
Instructions: To vote for both nominees, mark "FOR." To withhold authority
to vote for both nominees, mark "Withhold." To withhold authority to vote
for one nominee, but not both, mark "For All Except" and write that
nominee's name in the space provided below.
--------------------------------------------------------------------------------
2. The approval of Home Building Bancorp's
2000 Omnibus Incentive Plan
FOR AGAINST ABSTAIN
|_| |_| |_|
3. The ratification of the appointment of
Crowe Chizek and Company LLP as
independent auditors for Home Building
Bancorp for the fiscal year
ending September 30, 2001.
FOR AGAINST ABSTAIN
|_| |_| |_|
The Board of Directors recommends a vote "FOR" each of the listed proposals.
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder(s). If no direction is made, this
proxy, if properly executed, will be voted FOR each of the proposals set forth
herein. In their discretion, the proxies are authorized to vote on any other
business that may properly come before the annual meeting or any adjournment or
postponement thereof. At the present time, the Board of Directors knows of no
other business to be presented at the meeting.
Please be sure to sign and date
this Proxy in the box below.
------------------------------------
Date
------------------------------------
Stockhoders sign above
------------------------------------
Co-holder (if any) sign above
<PAGE>
Detach above card, sign, date and mail in postage paid envelope provided.
HOME BUILDING BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This proxy may be revoked at any time before it is voted by delivering
to the Secretary of Home Building Bancorp, on or before the taking of the vote
at the annual meeting, a written notice of revocation bearing a later date than
the proxy or a later dated proxy relating to the same shares of Home Building
Bancorp common stock, or by attending the annual meeting and voting in person.
Attendance at the annual meeting will not in itself constitute the revocation of
a proxy. Any written notice revoking this proxy should be delivered to Debra K.
Shields, Secretary of Home Building Bancorp, at 200 East Van Trees Street,
Washington, Indiana 47501. If this proxy is properly revoked as described above,
then the power of such attorneys and proxies shall be deemed terminated and of
no further force and effect.
The undersigned shareholder acknowledges receipt from Home Building
Bancorp, prior to the execution of this Proxy, of the Notice of the Annual
Meeting, a Proxy Statement dated December 11, 2000 and Home Building Bancorp's
Annual Report to Shareholders for the fiscal year ended September 30, 2000.
Please sign exactly as your name appears above 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.
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PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE
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