SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant toss.240.14a-11(c) orss.240.14a-12
Teche Holding Company
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[TECHE HOLDING COMPANY LETTERHEAD]
December 11, 2000
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Teche Holding
Company, I cordially invite you to attend the Annual Meeting of Stockholders
(the "Meeting") to be held at the Alex P. Allain Memorial Library, 206 Iberia
Street, Franklin, Louisiana on January 17, 2001, at 2:00 p.m. The attached
Notice of Annual Meeting and Proxy Statement describe the formal business to be
transacted at the Meeting. During the Meeting, I will report on the operations
of the Company. Directors and officers of the Company, as well as a
representative of Deloitte & Touche LLP, certified public accountants, will be
present to respond to any questions stockholders may have.
The matters to be considered by stockholders at the Meeting are
described in the accompanying Notice of Meeting and Proxy Statement. The Board
of Directors of the Company has determined that the matters to be considered at
the Meeting are in the best interest of the Company and its stockholders. For
the reasons set forth in the Proxy Statement, the Board of Directors unanimously
recommends a vote "FOR" each matter to be considered.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN
ENVELOPE AS PROMPTLY AS POSSIBLE. This will not prevent you from voting in
person at the Meeting, but will assure that your vote is counted if you are
unable to attend the Meeting. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
/s/Patrick O. Little
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Patrick O. Little
President and Chief Executive Officer
Teche Holding Company
<PAGE>
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TECHE HOLDING COMPANY
211 WILLOW STREET
FRANKLIN, LOUISIANA 70538
(337) 828-3212
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 17, 2001
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Teche Holding Company (the "Company") will be held at Alex P.
Allain Memorial Library, 206 Iberia Street, Franklin, Louisiana on January 17,
2001, at 2:00 p.m. A proxy card and a proxy statement for the Meeting are
enclosed.
The Meeting is for the purpose of considering and acting upon the
following matters:
1. The election of three directors of the Company for terms of three years
each;
2. The ratification of the adoption of the Teche Holding Company 2001
Stock-Based Incentive Plan; and
3. The ratification of the appointment of Deloitte & Touche LLP as independent
auditors of the Company for the fiscal year ending September 30, 2001.
The transaction of such other matters as may properly come before the
Meeting or any adjournments thereof may also be acted upon. The Board of
Directors is not aware of any other business to come before the Meeting. Any
action may be taken on the foregoing proposals at the Meeting on the date
specified above or on any date or dates to which, by original or later
adjournment, the Meeting may be adjourned. Stockholders of record at the close
of business on November 20, 2000 are the stockholders entitled to vote at the
Meeting and any adjournments thereof.
EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE MEETING,
IS REQUESTED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A
DULY EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING
MAY REVOKE HIS PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE
MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO
VOTE IN PERSON AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/W. Ross Little, Jr.
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W. Ross Little, Jr.
Secretary
Franklin, Louisiana
December 11, 2000
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
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<PAGE>
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PROXY STATEMENT
OF
TECHE HOLDING COMPANY
211 WILLOW STREET
FRANKLIN, LOUISIANA 70538
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ANNUAL MEETING OF STOCKHOLDERS
JANUARY 17, 2001
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GENERAL
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This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Teche Holding Company (the "Company") to
be used at the Annual Meeting of Stockholders of the Company which will be held
at the Alex P. Allain Memorial Library, 206 Iberia Street, Franklin, Louisiana
on January 17, 2001, at 2:00 p.m. local time (the "Meeting"). The accompanying
Notice of Annual Meeting of Stockholders and this Proxy Statement are being
first mailed to stockholders on or about December 11, 2000. The Company is the
parent company of Teche Federal Savings Bank (the "Bank").
At the Meeting, stockholders will consider and vote upon (i) the
election of three directors, (ii) the ratification of the adoption of the Teche
Holding Company 2001 Stock-Based Incentive Plan and (iii) the ratification of
the appointment of Deloitte & Touche LLP as independent auditor of the Company
for the fiscal year ending September 30, 2001. The Board of Directors of the
Company (the "Board" or the "Board of Directors") knows of no additional matters
that will be presented for consideration at the Meeting. Execution of a proxy,
however, confers on the designated proxy holder discretionary authority to vote
the shares represented by such proxy in accordance with their best judgment on
such other business, if any, that may properly come before the Meeting or any
adjournment thereof.
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REVOCABILITY OF PROXIES
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Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company at the address above or by the filing of
a later dated proxy prior to a vote being taken on a particular proposal at the
Meeting. A proxy will not be voted if a stockholder attends the Meeting and
votes in person. Proxies solicited by the Board of Directors will be voted in
accordance with the directions given therein. Where no instructions are
indicated, proxies will be voted "FOR" the nominees for directors set forth
below and "FOR" the other listed proposal. The proxy confers discretionary
authority on the persons named therein to vote with respect to the election of
any person as a director where the nominee is unable to serve, or for good cause
will not serve, and matters incident to the conduct of the Meeting.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Stockholders of record as of the close of business on November 20, 2000
(the "Voting Record Date"), are entitled to one vote for each share of common
stock of the Company (the "Common Stock") then held. As of the Voting Record
Date, the Company had 2,502,327 shares of Common Stock issued and outstanding.
-1-
<PAGE>
The Articles of Incorporation of the Company (the "Articles of
Incorporation") provide that in no event shall any record owner of any
outstanding Common Stock which is beneficially owned, directly or indirectly, by
a person who beneficially owns in excess of 10% of the then outstanding shares
of Common Stock (the "Limit") be entitled or permitted to any vote with respect
to the shares held in excess of the Limit. Beneficial ownership is determined
pursuant to the definition in the Articles of Incorporation and includes shares
beneficially owned by such person or any of his or her affiliates or associates
(as such terms are defined in the Articles of Incorporation), shares which such
person or his or her affiliates or associates have the right to acquire upon the
exercise of conversion rights or options, and shares as to which such person and
his or her affiliates or associates have or share investment or voting power,
but shall not include shares beneficially owned by any employee stock ownership
plan or similar plan of the Company or any subsidiary.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. With respect to any matter, any shares for which a broker indicates on
the proxy that it does not have discretionary authority as to such shares to
vote on such matter (the "Broker Non- Votes") will not be considered present for
purposes of determining whether a quorum is present. In the event there are not
sufficient votes for a quorum or to ratify any proposals at the time of the
Meeting, the Meeting may be adjourned in order to permit the further
solicitation of proxies.
As to the election of directors, the proxy being provided by the Board
enables a stockholder to vote for the election of the nominees proposed by the
Board, or to withhold authority to vote for one or more of the nominees being
proposed. Directors are elected by a plurality of votes of the shares present in
person or represented by proxy at a meeting and entitled to vote in the election
of directors.
As to Proposals II and III, a stockholder may, by checking the
appropriate box: vote "FOR" the item, (ii) vote "AGAINST" the item, or (iii)
vote to "ABSTAIN" on the item. Unless otherwise required by law, Proposals II
and III and all other matters shall be determined by a majority of votes cast
affirmatively or negatively without regard to (a) Broker Non-Votes or (b)
proxies marked "ABSTAIN" as to that matter.
Persons and groups owning in excess of 5% of the Common Stock are
required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934. The following table sets forth, as of the
Voting Record Date, persons or groups who own more than 5% of the Common Stock
and the ownership of all executive officers and directors of the Company as a
group. Other than as noted below, management knows of no person or group that
owns more than 5% of the outstanding shares of Common Stock at the Voting Record
Date.
-2-
<PAGE>
<TABLE>
<CAPTION>
Percent of Shares
Amount and Nature of of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
------------------------------------ -------------------- -----------
<S> <C> <C>
Teche Federal Savings Bank 142,168(1) 5.68%
Employee Stock Ownership Plan
211 Willow Street, Franklin, Louisiana 70538
Patrick O. Little 213,271(2)(3) 8.18%
211 Willow Street, Franklin, Louisiana 70538
W. Ross Little 139,529(2)(4) 5.35%
211 Willow Street, Franklin, Louisiana 70538
All Directors and Executive Officers as a 696,794(5)(6) 24.18%
Group (11 persons)
</TABLE>
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(1) The Bank's Employee Stock Ownership Plan ("ESOP") purchased such shares for
the exclusive benefit of participants with funds borrowed from the Company.
These shares are held in a suspense account and are allocated among ESOP
participants annually on the basis of compensation as the ESOP debt is
repaid. The Board of Directors has appointed a committee consisting of
Robert E. Mouton, Faye L. Ibert, J.L. Chauvin and W. Ross Little to serve
as the ESOP administrative committee ("ESOP Committee") and Directors
Biggs, Friedman and Olivier to serve as the ESOP trustees ("ESOP
Trustees"). The ESOP Committee or the Board instructs the ESOP Trustees
regarding investment of plan assets. The ESOP Trustees must vote all shares
allocated to participant accounts under the ESOP as directed by
participants. Unallocated shares and shares for which no timely voting
direction is received will be voted by the ESOP Trustees as directed by the
ESOP Committee. As of the Voting Record Date, 178,304 shares had been
allocated under the ESOP to participant accounts (which are excluded from
the total shown above).
(2) Includes 105,800 shares that the individual may acquire pursuant to the
exercise of options.
(3) Includes 13,103 shares owned by Mr. Little's wife and 18,918 shares held in
trust for Mr. Little's minor children, which Mr. Little may be deemed to
beneficially own. Includes 13,493 shares of Common Stock allocated to Mr.
Little under the ESOP.
(4) Includes 16,272 shares owned by Mr. Little's wife, which Mr. Little may be
deemed to beneficially own. Excludes 142,168 unallocated shares of Common
Stock held under the ESOP, for which Mr. Little serves as a member of the
ESOP Committee and holds shared voting and dispositive power, and for which
he disclaims beneficial ownership.
(5) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect ownership, over which shares
the individuals effectively exercise sole voting and investment power,
unless otherwise indicated. Includes 379,822 shares of Common Stock that
may be acquired pursuant to the exercise of options.
(6) Excludes 142,168 unallocated shares of Common Stock held under the ESOP for
which certain individuals in this group serve as members of the ESOP
Committee or as an ESOP Trustee. Such individuals disclaim beneficial
ownership with respect to such shares held in a fiduciary capacity.
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INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
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Officers and employees of the Company have an interest in certain
matters being presented for stockholder ratification. Upon stockholder
ratification, employees, officers and directors of the Company may be granted
stock options or may exercise stock options already granted pursuant to the
Teche Holding Company 2001 Stock-Based Incentive Plan. The ratification of this
plan is being presented as "Proposal II - Ratification of the Adoption of the
2001 Stock-Based Incentive Plan."
-3-
<PAGE>
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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The Common Stock of the Company is registered pursuant to Section 12(b)
of the Securities Exchange Act of 1934. The executive officers and directors of
the Company and beneficial owners of greater than 10% of the Company's Common
Stock ("10% beneficial owners") are required to file reports on Forms 3, 4, and
5 with the Securities and Exchange Commission disclosing changes in beneficial
ownership of the Common Stock. Based solely on the Company's review of Forms 3,
4, and 5 filed by officers, directors and 10% beneficial owner of Common Stock,
no executive officer, director or 10% beneficial owner of Common Stock failed to
file such ownership reports on a timely basis during the fiscal year ended
September 30, 2000.
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PROPOSAL I - ELECTION OF DIRECTORS
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General Information and Nominees
The Articles of Incorporation require that the Board of Directors be
divided into three classes, each of which contains approximately one-third of
the members of the Board. The directors are elected by the stockholders of the
Company for staggered three-year terms, or until their successors are elected
and qualified. Three directors will be elected at the Meeting to serve for a
three-year term or until their respective successors have been elected and
qualified.
Patrick O. Little, Donelson T. Caffery, Jr. and Virginia Kyle Hine have
been nominated by the Board of Directors to serve as directors. Such nominated
individuals are currently members of the Board. These individuals have been
nominated for a three-year term to expire in 2004. If a nominee is unable to
serve, the shares represented by all valid proxies will be voted for the
election of such substitute as the Board of Directors may recommend or the size
of the Board may be reduced to eliminate the vacancy. At this time, the Board
knows of no reason why any nominee might be unavailable to serve.
The following table sets forth for the nominees and the directors
continuing in office: their names, ages, the years they first became directors
of the Company or the Bank, the expiration dates of their current terms as
directors, and the number and percentage of shares of the Common Stock
beneficially owned by each as of the Voting Record Date. Each director of the
Company is also a member of the Board of Directors of the Bank.
-4-
<PAGE>
<TABLE>
<CAPTION>
Year First Current Shares of Percent
Elected or Term to Common Stock of
Name Age(1) Appointed Expire Beneficially Owned(2) Class
---- --- --------- ------ --------------------- -----
<S> <C> <C> <C> <C> <C>
Board Nominees for Term to Expire in 2004
Patrick O. Little 44 1989 2001 213,271 (3)(4) 8.17%
Donelson T. Caffery, Jr. 50 1994 2001 26,729 (5)(6) 1.06%
Virginia Kyle Hine 79 1981 2001 21,240 (5) 0.85%
THE BOARD OF DIRECTORS RECOMMENDS THAT ITS NOMINEES BE
ELECTED AS DIRECTORS
Directors Continuing in Office
W. Ross Little 85 1963 2002 139,529 (3)(7)(8) 5.35%
Mary Coon Biggs 58 1982 2002 29,105 (5)(8)(9) 1.16%
Thomas F. Kramer, M.D. 71 1987 2002 39,467 (5)(10) 1.57%
Henry L. Friedman 49 1979 2003 32,812 (5)(8)(11) 1.31%
Robert Earl Mouton 65 1989 2003 51,526 (8)(12)(13) 2.03%
Christian Olivier, Jr. 89 1993 2003 20,550 (5)(8)(14) 0.82%
W. Ross Little, Jr. 48 1997 2003 76,796 (13) 3.03%
</TABLE>
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* Less than 1%
(1) As of September 30, 2000.
(2) An individual is considered to beneficially own shares of Common Stock if
he or she directly or indirectly has or shares (1) voting power, which
includes the power to vote or to direct the voting of the shares; or (2)
investment power, which includes the power to dispose or direct the
disposition of the shares. Unless otherwise indicated, a director has sole
voting power and sole investment power with respect to the indicated
shares.
(3) Includes 105,800 shares of Common Stock which the individual may acquire
pursuant to the exercise of options.
(4) Includes 13,103 shares owned by Mr. Little's wife and 18,918 shares held in
trust for Mr. Little's minor children, which Mr. Little may be deemed to
beneficially own. Includes 13,493 shares of Common Stock allocated to Mr.
Little under the ESOP.
(5) Includes 12,696 shares of Common Stock which the individual may acquire
pursuant to the exercise of options that become exercisable within 60 days
of the Voting Record Date.
(6) Includes 1,212 shares held in trust for Mr. Caffery's children, which Mr.
Caffery may be deemed to beneficially own.
(7) Includes 16,272 shares owned by Mr. Little's wife, which Mr. Little may be
deemed to beneficially own.
(8) Excludes 142,168 unallocated shares of Common Stock held under the ESOP for
which such individual serves as an ESOP Trustee or is a member of the ESOP
Committee, and as such maintains shared voting and dispositive power over
such shares. Beneficial ownership is disclaimed with respect to such ESOP
shares held in a fiduciary capacity.
(9) Includes 10,200 shares held jointly with Ms. Biggs' husband, with whom
voting and dispositive power is shared.
(10) Includes 5,000 shares owned by Dr. Kramer's wife, which Dr. Kramer may be
deemed to beneficially own.
(11) Includes 5,118 shares owned by Mr. Friedman's wife and 1,800 shares held in
trust for Mr. Friedman's minor children under the Uniform Gift to Minors
Act ("UGMA"), which Mr. Friedman may be deemed to beneficially own.
(12) Includes 3,286 shares held jointly with Mr. Mouton's wife, with whom voting
and dispositive power is shared.
(13) Includes 30,683 shares of Common Stock which the individual may acquire
pursuant to the exercise of options.
(14) Includes 6,854 shares held jointly with Mr. Olivier's wife, with whom
voting and dispositive power is shared.
-5-
<PAGE>
The following table sets forth for the non-director executive officers
of the Company: their names, ages, the years they first became officers of the
Company or the Bank, and their current positions with the Company. Executive
officers serve for a one-year term at the determination of the Board of
Directors.
Year First
Appointed as Position with
Name of Individual Age(1) Officer(2) the Company
------------------ --- -------- ------------
J.L. Chauvin 45 1985 Vice President and
Treasurer
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(1) As of September 30, 2000.
(2) Refers to the year the individual first became an officer of the Bank.
Biographical Information
The business experience of each nominee, director and executive officer
of the Company is set forth below. All persons have held their present positions
for five years unless otherwise stated.
Patrick O. Little is the President and Chief Executive Officer of the
Company and the Bank and has been employed by the Bank since 1980. Mr. Little is
also chairman of the Board of the Bank. Mr. Little has served as President of
the Bank since January 1991 and is a board member of the Council for a Better
Louisiana and United Way of South Louisiana, as well as a past board member of
the Rotary Club of Franklin and the West St. Mary Chamber of Commerce. Mr.
Little serves on various committees of America's Community Bankers. He also
serves on the Council of the Shadows on the Teche. Mr. Little is the son of W.
Ross Little and brother of W. Ross Little, Jr.
Donelson T. Caffery, Jr. is president and owner of Columbia Chevrolet &
Toyota, Franklin, Louisiana. He is also a trustee and president of the St. Mary
Parish Library Board of Control. He is a member of the vestry of the St. Mary's
Episcopal Church, past board member of the West St. Mary Chamber of Commerce,
past president of the St. Mary Chapter of the Landmark Society, past board
member of the Rotary club of Franklin and a member of various trade
organizations.
Virginia Kyle Hine received the civic award of the Greater New Iberia
Chamber of Commerce in 1972. She is a past board member of the Episcopal School
of Acadiana and the Louisiana Landowners Association as well as past chairman of
the Council of the Shadows on the Teche, a property of the national trust for
historic preservation.
W. Ross Little has been the Chairman of the Board of the Company since
its formation in December 1994, and has been with the Bank for 45 years in
various capacities including manager, president, chief executive officer and
chairman of the Bank. Mr. Little is the father of Patrick O. Little and W. Ross
Little, Jr.
Mary Coon Biggs is a senior partner of the law firm Biggs, Trowbridge,
Supple, Cremaldi & Curet, L.L.P. See "-- Certain Relationships and Related
Transactions." Mrs. Biggs has been associated with the firm or its predecessors
since 1969 and has been a partner since 1975. She served as a member of The St.
Mary Parish Library Board of Control for 17 years. While a member of the Board
of Control she served a term as its President and was the 1992 recipient of the
award for outstanding library trustee in the State of Louisiana. Also, Mrs.
Biggs is a member of various professional, civic, historical and cultural
organizations.
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<PAGE>
Thomas F. Kramer, M.D. retired from his medical practice in 1993. He
was a specialist in obstetrics and gynecology and is a member of various medical
organizations. Dr. Kramer is a member and past president of the St. Mary Chapter
of the Louisiana Landmark Society and an officer of the Rotary Club of Franklin.
He serves on the Council of the Shadows on the Teche, a property of the National
Trust for Historic Preservation. He has received the distinguished service award
from the Boy Scouts of America and in 1994 was the recipient of the Golden
Service Award of the West St. Mary Chamber of Commerce.
Henry L. Friedman is currently president of both Meyer's Shoe Stores,
Inc., Franklin, Louisiana and H. & L. Realty Company, Inc., Franklin, Louisiana.
Mr. Friedman is also Chairman of the Franklin City Planning Commission, and he
is a member and past president of both the West St. Mary Chamber of Commerce and
the Rotary Club of Franklin.
Robert Earl Mouton has been employed by the Bank since 1983 and has
been an Executive Vice President since 1985. Mr. Mouton is also a past president
of the Beaver Club of Lafayette.
Christian L. Olivier, Jr. is a retired general manager of a retail
department store in Houma, Louisiana. He serves as President of the Terrebonne
Historical and Cultural Society. Mr. Olivier served as Chairman of the Board of
Community Homestead Association prior to its merger with Teche Federal.
W. Ross Little, Jr. was appointed Marketing Director and Secretary of
the Company in June 1995 and January 1996, respectively, and was elected to the
Board of Directors of the Bank in August 1999. W. Ross Little, Jr. served as a
practicing attorney in Lafayette Parish from 1990 to 1994. He previously served
as Secretary of the Bank from August 1979 to November 1995 and Treasurer of the
Bank from January 1980 to November 1994. He is the son of W. Ross Little and
brother of Patrick O. Little.
J. L. Chauvin has served as Vice President and Treasurer of the Company
since its incorporation in December 1994. Mr. Chauvin has been employed by the
Bank since 1983 and was promoted to Treasurer in November of 1994 and to Senior
Vice President in January of 1999. Mr. Chauvin is a member of the Louisiana
Society and American Institute of Certified Public Accountants.
Stockholder Nominations
Pursuant to the Articles of Incorporation, nominations, other than
those made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary of the Company as set
forth in the Articles of Incorporation. To be timely, a stockholder's notice
shall be delivered to, or mailed and received at, the principal executive
offices of the Company not less than 60 days prior to the anniversary date of
the immediately preceding annual meeting of stockholders of the Company. Such
stockholder's notice shall set forth all the information required by the
Company's Articles of Incorporation. At the request of the Board of Directors,
any person nominated by, or at the direction of, the Board for election as a
director at an annual meeting shall furnish to the Secretary of the Company that
information required to be set forth in a stockholder's notice of nomination
which pertains to the nominee.
The Board of Directors may reject any nomination by a stockholder not
timely made in accordance with the requirements of the Articles of
Incorporation. If the presiding officer at the meeting determines that a
nomination was not made in accordance with the terms of the Articles of
Incorporation, he shall so declare at the annual meeting, and the defective
nomination shall be disregarded.
-7-
<PAGE>
Meetings and Committees of the Board of Directors
The Company's Board of Directors conducts its business through meetings
of the Board and through activities of its committees. During the fiscal year
ended September 30, 2000, the Board of Directors held 12 regular meetings and no
special meetings. No director attended fewer than 75% of the total meetings of
the Board of Directors of the Company and committees listed below on which such
director served during the fiscal year ended September 30, 2000.
The Nominating Committee consists of the entire Board of Directors. The
Nominating Committee is not a standing committee but meets on an annual basis to
nominate persons to serve on the Board of Directors of the Company.
The Audit Committee, a standing committee, is comprised of Directors
Kramer, Biggs and Caffery. The Board of Directors has determined that each of
the members of the Audit Committee is independent in accordance with the rules
of the American Stock Exchange. The Audit Committee recommends engagement of
independent auditors, receives the internal and independent audit reports and
recommends appropriate action. The Audit Committee met five times in fiscal
2000.
The Board of Directors has reviewed, assessed the adequacy of and
approved a formal written charter for the Audit Committee. The full text of the
Charter of the Audit Committee appears as Appendix A to this Proxy Statement.
Report of the Audit Committee
For the fiscal year ended September 30, 2000, the Audit Committee (i)
reviewed and discussed the Company's audited financial statements with
management, (ii) discussed with the Company's independent auditor, Deloitte &
Touche LLP ("Deloitte"), all matters required to be discussed under Statement on
Auditing Standards No. 61., and (iii) received from Deloitte disclosures
regarding Deloitte's independence as required by Independence Standards Board
Standard No. 1 and discussed with Delloitte Deloitte's independence. Based on
its foregoing review and discussions, the Audit Committee recommended to the
Board of Directors that the audited financial statements be included in the
Company's Annual Report on Form 10-K for the fiscal year ended September 30,
2000.
Audit Committee:
Dr. Thomas F. Kramer
Mary Coon Biggs
Donelson T. Caffery, Jr.
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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
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Director Compensation
Director Fees. Non-employee directors of the Company and Bank receive
director fees of $500 and $500 per month, respectively. During fiscal year 2000
each non-employee member of the Board of Directors also received a fee of $100
per committee meeting attended. Advisory directors of the Bank are paid $300 per
quarter for meetings attended. For the fiscal year ended September 30, 2000,
total fees paid by the Company and the Bank to directors were $73,300.
-8-
<PAGE>
Stock Awards. On October 25, 1995, the stockholders of the Company
approved the Teche Holding Company 1995 Stock Option Plan ("1995 Stock Option
Plan") and the Teche Federal Savings Bank Management Stock Plan and Trust
("Management Stock Plan"). Pursuant to the terms of the 1995 Stock Option Plan,
each non- employee director received on the date of stockholder approval options
to purchase 12,696 shares of Common Stock. Under the Management Stock Plan, the
same non-employee directors received 6,771 shares of restricted stock on the
date of stockholder approval. The options and restricted stock are exercisable
at a rate of 20% one year from the date of grant and 20% annually thereafter. As
of November 4, 2000, these options and restricted stock awards were fully
vested.
Executive Compensation
Summary Compensation Table. The following table sets forth the
compensation paid to the Company's chief executive officer during the three
fiscal years ended September 30, 2000. All compensation paid to directors,
officers and employees is paid by the Bank. No other executive officer received
cash compensation in excess of $100,000 during the fiscal year ended September
30, 2000.
Annual Compensation(1)
---------------------------------
Name and Other Annual All Other
Principal Position Year Salary Bonus(2) Compensation Compensation
------------------- ---- ------ -------- ------------ ------------
Patrick O. Little, 2000 $147,469 $ 22,920 $ -- $29,471(3)
President and CEO 1999 142,423 21,462 -- $33,472(4)
1998 142,068 23,678 -- $33,970(5)
---------------
(1) All compensation set forth in the table was paid by the Bank.
(2) Payments made pursuant to Bank's Incentive Bonus Plan.
(3) Includes 2,183 shares of Common Stock allocated under the ESOP as of
September 30, 2000 with a market value as of September 30, 2000 of $13.50
per share.
(4) Includes 2,213 shares of Common Stock allocated under the ESOP as of
September 30, 1999 with a market value as of September 30, 1999 of $15.125
per share.
(5) Includes 2,246 shares of Common Stock allocated under the ESOP as of
September 30, 1998 with a market value as of September 30, 1998 of $15.125
per share.
Employment Agreement. The Bank is party to an employment agreement with
Patrick O. Little, President and Chief Executive Officer of the Bank
("Agreement"). The Agreement has a term of three years. Mr. Little's base
compensation under the agreement is currently $160,000. The Agreement provides a
disability benefit of 100% of compensation for a period of one year and 65%
thereafter for the remaining term of the Agreement reduced by other disability
benefits furnished by the Bank. The Agreement may be terminated by the Bank for
"just cause" as defined in the Agreement. If the Bank terminates Mr. Little
without just cause, Mr. Little will be entitled to a continuation of his salary
from the date of termination through the remaining term of the Agreement. In the
event of involuntary termination of employment in connection with, or within one
year after, any change in control of the Bank, Mr. Little will be paid a lump
sum amount equal to 2.99 times his base salary. If a change in control had
occurred at September 30, 2000, Mr. Little would have been entitled to a lump
sum payment of approximately $478,400 if he were terminated in connection with
such change in control. The aggregate payments under such provision would be an
expense to the Bank, thereby reducing net income and the Bank's capital by that
amount. The Agreement is renewed annually by the Board of Directors upon a
determination of satisfactory performance within the Board's sole discretion.
-9-
<PAGE>
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Bank during the year ended September
30, 2000 consisted of Directors Hine, Kramer and Friedman.
Report of the Compensation Committee on Executive Compensation
2000 Report of the Compensation Committee on Executive Compensation
The Bank Compensation Committee meets annually to review compensation
paid to the chief executive officer. The Committee reviews various published
surveys of compensation paid to employees performing similar duties for
depository institutions and their holding companies, with a particular focus on
the level of compensation paid by comparable stockholder institutions in and
around the Bank's market areas, including institutions with total assets of
between $300 million and $500 million. Although the Committee does not
specifically set compensation levels for executive officers based on whether
particular financial goals have been achieved by the Bank, the Committee does
consider the overall profitability of the Bank when making these decisions. The
Compensation Committee has the following goals for compensation programs
impacting the executive officers of the Company and the Bank:
o to provide motivation for the executive officers to enhance
stockholder value by linking their compensation to the future
value of the Company's stock;
o to retain the executive officers who have led the Company to
build its existing market franchise and to allow the Bank to
attract high quality executive officers in the future by
providing total compensation opportunities which are consistent
with competitive norms of the industry and the Company's level of
performance; and
o to maintain reasonable fixed compensation costs by targeting base
salaries at a competitive average.
During the year ended September 30, 2000, Patrick O. Little, President
and CEO received an increase in his base salary from $146,330 to $160,000 due to
his continued leadership in the management of the Company and the Bank.
Additionally, Mr. Little has been previously awarded stock options and
restricted stock awards under the Stock Option Plan and the Management Stock
Plan. Such awards are intended to provide incentive to the President for
implementation of a business plan that will enhance shareholder value in the
intermediate and long term. The Committee will consider the annual compensation
paid to the presidents and chief executive officers of publicly owned financial
institutions nationally, in the State of Louisiana and surrounding Southwestern
states with assets of between $300 million and $500 million and the individual
job performance of such individual in consideration of its specific salary
increase decision with respect to compensation to be paid to the president and
chief executive officers in the future.
Compensation Committee:
Virginia Kyle Hine
Dr. Thomas F. Kramer
Henry L. Friedman
Other Compensation
1995 Stock Option Plan. The Company's Board of Directors has adopted
the 1995 Stock Option Plan, which was approved by the Company's stockholders on
October 25, 1995.
-10-
<PAGE>
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
-------------------------------------------------------------------------------------------------------------------
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options/SARs in-the-Money Options/SARs
Acquired on Value at Fiscal Year-End at Fiscal Year-End
Exercise Realized (#) ($)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable(1)
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Patrick O. Little 0 $0 105,800/0 $ 0/$ 0
</TABLE>
-----------------
(1) Based on an exercise price of $13.94 and the closing price of the Common
Stock on September 30, 2000 of $13.50.
Pension Plan. The Bank is a participating employer in a
multiple-employer pension plan sponsored by the Financial Institutions
Retirement Fund (the "Pension Plan"). All full-time employees of the Bank are
eligible to participate after one year of service and attainment of age 21. A
qualifying employee becomes fully vested in the Pension Plan upon completion of
five years service or when the normal retirement age of 65 is attained. The
Pension Plan is intended to comply with the Employee Retirement Income Security
Act of 1974, as amended ("ERISA").
The Pension Plan provides for monthly payments to each participating
employee at normal retirement age. The annual allowance payable under the
Pension Plan is equal to 2% of the average annual salary (excluding overtime and
bonuses) during benefits service multiplied by the number of years of credited
service. A participant who is vested in the Pension Plan may take an early
retirement and elect to receive a reduced monthly benefit beginning as early as
age 45. The Pension Plan also provides for payments in the event of disability
or death. At September 30, 2000, Mr. Patrick Little had 20 years of credited
service under the Pension Plan. Total Bank pension expense for each of fiscal
years 2000, 1999 and 1998, amounted to $0.
The following table shows the estimated annual benefits payable under
the Pension Plan based on the respective employee's years of benefit service and
applicable average annual salary, as calculated under the Pension Plan. Benefits
under the Pension Plan are not subject to offset for Social Security benefits.
Years of Benefit Service
----------------------------------------------------
15 20 25 30 35
------- ------ ------ ------ -------
$20,000......... $ 6,000 $ 8,000 $10,000 $12,000 $ 14,000
40,000......... 12,000 16,000 20,000 24,000 28,000
60,000......... 18,000 24,000 30,000 36,000 42,000
80,000......... 24,000 32,000 40,000 48,000 56,000
100,000......... 30,000 40,000 50,000 60,000 70,000
120,000......... 36,000 48,000 60,000 72,000 84,000
150,000......... 45,000 60,000 75,000 90,000 105,000
160,000......... 48,000 64,000 80,000 96,000 112,000
-11-
<PAGE>
--------------------------------------------------------------------------------
STOCK PERFORMANCE GRAPH
--------------------------------------------------------------------------------
Set forth below is a performance graph for the Common Stock for the
five fiscal years ended September 30, 2000. The performance graph, as prepared
for the Company by Media General Financial Services, Inc., compares the
cumulative total shareholder return on the Common Stock with (i) the Media
General -- AMEX Market Index, which takes into account the cumulative total
shareholder return on stocks included in the American Stock Exchange, Inc.
("AMEX"), and (ii) the SIC Industry Index, which takes into account the
cumulative total shareholder return on the stocks of companies with the same SIC
code as the Company. Comparison with the Media General -- AMEX Market Index, and
the SIC Industry Index assumes the investment of $100 as of September 29, 1995.
The cumulative total return for the indices and for the Company is computed with
the reinvestment of dividends at the frequency with which dividends, if any,
were paid during the period.
There can be no assurance that the Company's future stock performance
will be the same or similar to the historical stock performance shown in the
graph below. The Company neither makes nor endorses any predictions as to stock
performance.
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
================================= ======= ======= ======= ======= ======= =======
9/29/95 9/30/96 9/30/97 9/30/98 9/30/99 9/30/00
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Teche Holding Company $100.00 $101.92 $160.59 $120.99 $125.04 $116.05
Media General--AMEX Market Index $100.00 $104.08 $126.56 $110.55 $128.74 $153.97
SIC Industry Index $100.00 $117.92 $195.01 $178.45 $175.45 $211.51
================================= ======= ======= ======= ======= ======= =======
</TABLE>
--------------------------------------------------------------------------------
PROPOSAL II - RATIFICATION OF THE ADOPTION OF
THE 2001 STOCK-BASED INCENTIVE PLAN
--------------------------------------------------------------------------------
General
The Company's Board of Directors adopted the Teche Holding Company 2001
Stock-Based Incentive Plan (the "Plan") on October 25, 2000 and is presenting it
for ratification by the Company's stockholders at the Meeting. The following is
a summary of the Plan, which is qualified in its entirety by the complete
provisions of the Plan attached as Appendix B.
-12-
<PAGE>
The Plan authorizes the granting of options to purchase Common Stock
and awards of Common Stock (collectively, "Awards"). Subject to certain
adjustments to the Awards, as specified in Section 14 of the Plan, the maximum
number of shares available for Awards under the Plan is 250,000 shares. The
maximum number of shares reserved for the award of shares of Common Stock
("Stock Awards") is 37,500 shares. The balance of such Awards may be in the form
of options to purchase shares of Common Stock. Individuals who are employees of
the Company and its affiliates are eligible to receive Awards under the Plan.
The Plan is administered by a committee of non-employee directors (the
"Committee"). Authorized but unissued shares or shares previously issued and
reacquired by the Company may be used to satisfy Awards under the Plan.
Awards
Types of Awards. The Plan authorizes the grant of Awards in the form
of: (i) options to purchase the Common Stock intended to qualify as incentive
stock options under Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code") (options which afford tax benefits to the recipients upon
compliance with certain conditions and which do not result in tax deductions to
the Company), referred to as "Incentive Stock Options" or "ISOs"; (ii) options
that do not so qualify (options which do not afford income tax benefits to
recipients, but which may provide tax deductions to the Company), referred to as
"Non-statutory Stock Options" or "NSOs"; and (iii) Stock Awards, which provide a
grant of Common Stock that may vest over time, subject to attainment of
specified conditions. In no event shall any participant be awarded more than 15%
of the options reserved under the Plan or more than 15% of the Stock Awards
reserved under the Plan.
Options. The Committee has the discretion to award Incentive Stock
Options or Non-statutory Stock Options to employees. Pursuant to the Plan, the
Committee has the authority to determine the date or dates on which each stock
option will become exercisable. In order to qualify as Incentive Stock Options
under Section 422 of the Code, the exercise price must not be less than 100% of
the fair market value on the date of the grant. Incentive Stock Options granted
to any person who is the beneficial owner of more than 10% of the outstanding
voting stock may be exercised only for a period of five years from the date of
grant and the exercise price must be at least equal to 110% of the fair market
value of the underlying Common Stock on the date of the grant. The exercise
price may be paid in cash or in Common Stock at the discretion of the Committee.
See "Payout Alternatives" and "Alternative Option Payments."
Termination of Employment. Unless otherwise determined by the
Committee, upon termination of an employee's service for any reason other than
retirement, death or disability, change in control or termination for cause, the
vested Incentive Stock Options and Non-statutory Stock Options shall be
exercisable for a period of three months following termination. The Committee,
in its discretion, may determine the time frame in which options may be
exercised and may redesignate Incentive Stock Options as Non-statutory Stock
Options. In the event of termination for cause, all rights under any options
granted shall expire immediately upon termination. In the event of a change in
control of the Company or the Bank, the options will become fully vested and
shall be exercisable until the expiration of the term of the option, regardless
of termination of employment. In the case of death or disability, options will
become fully vested and shall be exercisable for up to one year thereafter or,
if sooner, until the expiration of the term of the option, and, in the case of
retirement, vested options will be exercisable for a period of one year
following termination of service upon retirement or, if sooner, until the
expiration of the term of the option; provided that Incentive Stock Options not
exercised within three months following a change in control or retirement shall
be redesignated as Non-statutory Stock Options.
-13-
<PAGE>
Stock Awards. The Plan also authorizes the granting of Stock Awards to
employees. The Committee has the authority to determine the conditions upon
which the Stock Awards granted will vest. The Plan provides that all Stock
Awards shall vest immediately upon termination of employment following a change
in control of the Company or the Bank, as well as following death or disability.
Under the Plan, the vesting of Stock Awards may also be made contingent upon the
attainment of certain performance goals achieved by the Company, Bank or the
award recipient, which performance goals, if any, will be established by the
Committee. An agreement setting forth the terms of the Stock Awards ("Stock
Award Agreement") shall set forth the vesting period and performance goals that
must be attained. In addition, if the performance goals underlying Stock Awards
are significantly exceeded, the terms of such awards may provide for the
granting of additional performance share awards ("Performance Share Awards"). A
Stock Award may only be granted from the shares reserved and available for grant
under the Plan. No Stock Award that is subject to a performance goal is to be
distributed to the employee until the Committee confirms that the underlying
performance goal has been achieved. Upon a change in control of the Company or
the Bank, all performance goals shall be deemed to be satisfied.
Stock Awards are generally nontransferable and nonassignable as
provided in the Plan. The Committee has the power, under the Plan, to permit
transfers. When plan shares are distributed in accordance with the Plan, the
recipients will also receive amounts equal to accumulated cash and stock
dividends (if any) with respect thereto plus earnings thereon minus any required
tax withholding amounts. Shares of Common Stock held by the Plan trust are voted
by the trustee.
The Board or the Committee will from time to time determine the
employees who will be granted Awards, the award to be granted to any
participant, and whether the awards will be Incentive Stock Options and/or
Non-statutory Stock Options or Stock Awards. In making this determination, the
Board or the Committee may consider several factors including prior and
anticipated future job duties and responsibilities, job performance, the
Company's financial performance and a comparison of awards given by other
financial institutions. Participants who have been granted an Award may be
granted additional Awards.
At the present time, no determination has been made as to the granting
of any Awards under the Plan.
Effect of Mergers, Change of Control and Other Adjustments and Anti-Takeover
Aspects
In the event of any change in the outstanding shares of Common Stock of
the Company by reason of any stock dividend or split, recapitalization, merger,
consolidation, spin-off, reorganization, combination or exchange of shares, or
other similar corporate change, or other increase or decrease in such shares
without receipt or payment of consideration by the Company, or in the event a
capital distribution is made, the Company may make such adjustments to
previously granted Awards, to prevent dilution, diminution or enlargement of the
rights of the Award holder. All Awards under the Plan shall be binding upon any
successors or assigns of the Company.
"Change in Control" of the Company or the Bank shall mean an event of a
nature that: (i) would be required to be reported in response to Item 1(a) of
the current report on Form 8-K, as in effect on the date hereof, pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act");
(ii) involves the sale of all, or a material portion, of the assets of the
Company or the Bank; (iii) involves the merger or recapitalization of the
Company whereby the Company is not the surviving entity; (iv) results in a
change in control of the Company, as otherwise defined or determined by the
Office of Thrift Supervision ("OTS") or regulations promulgated by it; or (v)
without limitation, such a Change in Control
-14-
<PAGE>
shall be deemed to have occurred at such time as (A) any "person" (as the term
is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Bank or the Company representing 20% or more
of the Bank's or the Company's outstanding securities except for any securities
of the Bank purchased by the Company in connection with the conversion of the
Bank to the stock form and any securities purchased by any tax qualified
employee benefit plan of the Bank; or (B) individuals who constitute the Board
of Directors on the date hereof (the "Incumbent Board") cease for any reason to
constitute at least a majority thereof, provided that any person becoming a
director subsequent to the date hereof whose election was approved by a vote of
at least three-quarters of the directors comprising the Incumbent Board, or
whose nomination for election by the Company's stockholders was approved by the
same Nominating Committee serving under an Incumbent Board, shall be, for
purposes of this clause (B), considered as though he were a member of the
Incumbent Board; or (C) a plan of reorganization, merger, consolidation, sale of
all or substantially all the assets of the Bank or the Company or similar
transaction occurs in which the Bank or Company is not the resulting entity; or
(D) solicitations of shareholders of the Company, by someone other than the
current management of the Company, seeking stockholder approval of a plan or
reorganization, merger of consolidation of the Company or Bank or similar
transaction with one or more corporations as a result of which the outstanding
shares of the class of securities then subject to the plan or transaction are
exchanged for or converted into cash or property or securities not issued by the
Bank or the Company shall be distributed; or (E) a tender offer is made for 20%
or more of the voting securities of the Bank or the Company.
The provisions of the Plan related to a change in control of the
Company could have an anti- takeover effect by making it more costly for a
potential acquiror to obtain control of the Company due to the higher number of
shares outstanding following the exercise of options. The power of the Committee
to make adjustments, including adjusting the number of shares subject to
options, prior to or after the occurrence of an extraordinary corporate action,
allows the Committee to adapt the Plan to operate in changed circumstances, to
adjust the Plan to fit a smaller or larger company, and to permit the issuance
of options to new management following extraordinary corporate action. However,
this power of the Committee also has an anti-takeover effect, by allowing the
Committee to adjust the Plan in a manner to allow the present management of the
Company to exercise more options and hold more shares of the Common Stock, and
to possibly decrease the number of options available to new management of the
Company.
Although the Plan may have an anti-takeover effect, the Company's Board
of Directors did not adopt the Plan specifically for anti-takeover purposes. The
Plan could render it more difficult to obtain support for stockholder proposals
opposed by the Company's Board and management in that recipients of options
could choose to exercise options and thereby increase the number of shares for
which they hold voting power. Also, the exercise of options could make it easier
for the Board and management to block the approval of certain transactions
requiring the voting approval of 80% of the Common Stock. In addition, the
exercise of options could increase the cost of an acquisition by a potential
acquiror.
Tax Treatment
Under present federal tax laws, awards under the Plan will have the
following consequences:
1. The grant of an option will not by itself result in the
recognition of taxable income to a participant or entitle the
Company to a tax deduction at the time of grant.
-15-
<PAGE>
2. The exercise of an option which is an "Incentive Stock Option"
within the meaning of Section 422 of the Code generally will not,
by itself, result in the recognition of taxable income to a
participant or entitle the Company to a deduction at the time of
exercise. However, the difference between the option exercise
price and the fair market value of the Common Stock on the date
of option exercise is an item of tax preference which may, in
certain situations, trigger the alternative minimum tax for a
participant. A participant will recognize capital gain or loss
upon resale of the shares of Common Stock received pursuant to
the exercise of Incentive Stock Options, provided that the shares
are held for at least one year after transfer of the shares or
two years after the grant of the option, whichever is later.
Generally, if the shares are not held for that period, the
participant will recognize ordinary income upon disposition in an
amount equal to the difference between the option exercise price
and the fair market value of the Common Stock on the date of
exercise, or, if less, the sales proceeds of the shares acquired
pursuant to the option.
3. The exercise of a Non-statutory Stock Option will result in the
recognition of ordinary income by the participant on the date of
exercise in an amount equal to the difference between the
exercise price and the fair market value of the Common Stock
acquired pursuant to the option.
4. The Company will be allowed a tax deduction for federal tax
purposes equal to the amount of ordinary income recognized by a
participant at the time the participant recognizes ordinary
income.
5. In accordance with Section 162(m) of the Code, the Company's tax
deductions for compensation paid to the most highly paid
executives named in the Company's proxy statement may be limited
to no more than $1 million per year, excluding certain
"performance-based" compensation. The Company intends for the
award of options and Stock Awards under the Plan to comply with
the requirements under Section 162(m) of the Code applicable to
Stock Awards and stock option plans so that the Company's
deduction for compensation related to the exercise of options and
receipt of Stock Awards would not be subject to the deduction
limitation set forth in Section 162(m) of the Code.
6. Stock Awards (including Performance Share Awards) awarded under
the Plan are generally taxable to the recipient at the time that
such awards become earned and non- forfeitable, based upon the
fair market value of such stock at the time of such vesting.
Alternatively, a recipient may make an election pursuant to
Section 83(b) of the Code within 30 days of the date of the
transfer of such Stock Award to elect to include in gross income
for the current taxable year the fair market value of such award.
Such election must be filed with the Internal Revenue Service
within 30 days of the date of the transfer of the Stock Award.
The Company will be allowed a tax deduction for federal tax
purposes as a compensation expense equal to the amount of
ordinary income recognized by a recipient of Stock Awards at the
time the recipient recognizes taxable ordinary income. A
recipient of a Stock Award may elect to have a portion of such
award withheld in order to meet any necessary tax withholding
obligations.
-16-
<PAGE>
Accounting Treatment
For options under the Plan, the Company expects to use the "intrinsic
value based method" as prescribed by APB Opinion 25. Accordingly, neither the
grant nor the exercise of an option under the Plan currently requires any charge
against earnings under generally accepted accounting principles. Common Stock
issuable pursuant to outstanding options which are exercisable under the Plan
will be considered outstanding for purposes of calculating earnings per share on
a diluted basis.
For accounting purposes, with respect to Stock Awards that vest based
upon performance criteria, the Company will recognize compensation expense in
the amount of the fair market value of the Common Stock subject to Stock Awards
pro rata over the period of years during which the Stock Awards are earned.
Payout Alternatives
The Committee has the sole discretion to determine what form of payment
it shall use in distributing payments for all Awards. If the Committee requests
any or all participants to make an election as to form of payment, it shall not
be considered bound by the election. Any shares of Common Stock tendered in
payment of an obligation arising under the Plan or applied to any tax
withholding amounts shall be valued at the fair market value of the Common
Stock. The Committee may use treasury stock, authorized but unissued stock or
may direct the market purchase of shares of Common Stock to satisfy its
obligations under the Plan.
Alternate Option Payments
The Committee also has the sole discretion to determine the form of
payment for the exercise of an option. The Committee may indicate acceptable
forms in the Award Agreement covering such options or may reserve its decision
to the time of exercise. No option is to be considered exercised until payment
in full is accepted by the Committee.
Amendment
The Board of Directors may amend the Plan in any respect, at any time,
provided that no amendment may affect the rights of an Award holder without his
or her permission and provided that the exercise price of previously granted
options may not be changed or modified without stockholder approval, unless as
specified in Section 14 of the Plan, the change or modification is made to
prevent dilution, diminution or enlargement of the rights of the Award holder.
Possible Dilutive Effects
The Common Stock issuable may either be authorized but unissued shares
of Common Stock or shares purchased in the open market. Because the stockholders
of the Company do not have preemptive rights, to the extent that the Company
funds the Plan, in whole or in part, with authorized but unissued shares, the
interests of current stockholders will be diluted. If upon the exercise of all
of the options and awards of Stock Awards, the Company delivers newly issued
shares of Common Stock (i.e., 250,000 shares of Common Stock), then the dilutive
effect to ownership of current stockholders would be approximately 9.1%.
-17-
<PAGE>
Nontransferability
Unless determined otherwise by the Committee, no Award under the Plan
shall be transferable by the recipient other than by will or the laws of
intestate succession or pursuant to a qualified domestic relations order. With
the consent of the Committee, an employee may designate a person or his or her
estate as beneficiary of any award to which the recipient would then be
entitled, in the event of the death of the employee.
Stockholder Vote
Stockholder ratification of the Plan is being sought in order to
qualify the Plan for the granting of Incentive Stock Options in accordance with
the Code, to meet the requirements of Section 162(m) of the Code related to tax
deductibility of certain compensation items in excess of $1 million, to meet the
requirements of the American Stock Exchange, Inc. upon which the Common Stock is
listed and to enable participants to qualify for certain exemptive treatment
from the short-swing profit recapture provisions of Section 16(b) of the
Exchange Act. An affirmative vote of the holders of a majority of the total
votes cast at the Meeting in person or by proxy is required to constitute
stockholder ratification of this Proposal 2.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION OF
THE TECHE HOLDING COMPANY 2001 STOCK-BASED INCENTIVE PLAN.
--------------------------------------------------------------------------------
PROPOSAL III - RATIFICATION OF INDEPENDENT AUDITOR
--------------------------------------------------------------------------------
Deloitte & Touche LLP was the Company's independent auditor for the
2000 fiscal year. The Board of Directors has approved the selection of Deloitte
& Touche LLP as its auditor for the 2001 fiscal year, subject to ratification by
the Company's stockholders. A representative of Deloitte & Touche LLP is
expected to be present at the Meeting to respond to stockholders' questions and
will have the opportunity to make a statement if he or she so desires.
Ratification of the appointment of the auditor requires the approval of
a majority of the votes cast by the stockholders of the Company at the Meeting.
The Board of Directors recommends that stockholders vote "FOR" the ratification
of the appointment of Deloitte & Touche LLP as the Company's auditor for the
2001 fiscal year.
--------------------------------------------------------------------------------
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------------------------------
Except as indicated below, no directors, executive officers, or
immediate family members of such individuals were engaged in transactions with
the Bank or any subsidiary involving more than $60,000 during the year ended
September 30, 2000. Furthermore, the Bank had no "interlocking" relationships
existing during the year ended September 30, 2000 in which (i) any executive
officer is a member of the Board of Directors/Trustees of another entity, one of
whose executive officers is a member of the Bank's Board of Directors, or where
(ii) any executive officer is a member of the compensation committee of another
entity, one of whose executive officers is a member of the Bank's Board of
Directors.
Director Mary Coon Biggs is a senior partner in the law firm Biggs,
Trowbridge, Supple, Cremaldi & Curet, L.L.P. located in Franklin, Louisiana.
Biggs, Trowbridge, Supple, Cremaldi & Curet,
-18-
<PAGE>
L.L.P. has rendered to the Bank a variety of legal services, primarily in
connection with ordinary and foreclosure proceedings; commercial law matters;
title examinations; document preparation; and correspondence with auditors.
During the fiscal year ended September 30, 2000 Biggs, Trowbridge, Supple,
Cremaldi & Curet, L.L.P. received approximately $75,000 in fees for all legal
services rendered to the Bank.
The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors, and employees. All loans
to executive officers and directors of the Bank have been made in the ordinary
course of business and on substantially the same terms and conditions, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with the Bank's other customers, and do not involve more than the
normal risk of collectibility nor present other unfavorable features. All loans
by the Bank to its directors and executive officers are subject to OTS
regulations restricting loans and other transactions with affiliated persons of
the Bank.
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ANNUAL REPORTS AND FINANCIAL STATEMENTS
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A copy of the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 2000 will be furnished without charge to stockholders as of
the record date upon written request to the Secretary, Teche Holding Company,
211 Willow Street, Franklin, Louisiana, 70538.
The Company's Annual Report to Stockholders, including financial
statements, will be mailed with this Proxy Statement on December 11, 2000 to all
stockholders of record as of the close of business on November 20, 2000. Any
stockholder who has not received a copy of such Annual Report may obtain a copy
by writing to the Secretary of the Company. Such Annual Report is not to be
treated as a part of the proxy solicitation material or as having been
incorporated herein by reference.
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OTHER MATTERS
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The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted in respect thereof
in accordance with the judgment of the persons named in the accompanying proxy.
The cost of soliciting proxies will be borne by the Company.
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STOCKHOLDER PROPOSALS AND NOMINATIONS
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In order to be considered for inclusion in the Company's proxy
materials for next year's Annual Meeting of Stockholders, any stockholder
proposal to take action at such meeting must be received at the Company's
executive offices at 211 Willow Street, Franklin, Louisiana 70538, no later than
August 13, 2001. Any such proposal shall be subject to the requirements of the
proxy rules adopted by the Securities and Exchange Commission under the
Securities Exchange Act of 1934.
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Under the Company's Articles of Incorporation, stockholder proposals
that are not included in the Company's proxy materials for next year's Annual
Meeting of Stockholders, will only be eligible for presentation at the meeting
if the stockholder submits notice of the proposal to the Company at the above
address by November 18, 2001. In addition, stockholder proposals must meet other
applicable criteria as set forth in the Company's Articles of Incorporation in
order to be considered at next year's meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/W. Ross Little, Jr.
----------------------------------
W. Ross Little, Jr.
Secretary
Franklin, Louisiana
December 11, 2000
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APPENDIX A
TECHE HOLDING COMPANY
AUDIT COMMITTEE CHARTER
Committee Responsibilities
The Audit Committee of the Board of Directors of Teche Holding Company
(the "Company") shall be a standing committee and is responsible for oversight
of the Company's financial reporting and internal controls. The Audit Committee
(the "Committee") reports to the Board of Directors (the "Board"). Its primary
function is to assist the Board in fulfilling the Board's responsibility to
shareholders relating to financial accounting and reporting, to assist in the
execution of the system of internal controls established by management and to
evaluate the adequacy of auditing relative to these activities. The Committee is
granted the authority to investigate any activity of the Company and it is
empowered to retain persons having special competence to assist the Committee in
fulfilling its responsibilities.
The Committee shall:
o Provide for an open avenue of communications between the
independent accountants and the Board and, at least one time
annually, meet with the independent accountants in private
session.
o Review the qualifications and evaluate the performance of the
independent accountants and make recommendations to the Board
regarding the selection, appointment or termination of the
independent accountants. The independent accountants shall be
ultimately accountable to the Board and the Committee, as
representatives of shareholders.
o Receive on an annual basis a written statement from the
independent accountants detailing all relationships between the
independent accountants and the Company consistent with
requirements of the Independence Standards Board Standard 1, as
may be modified or supplemented. The Committee shall actively
engage in a dialogue with the independent accountants with
respect to any disclosed relationships or services that may
affect objectivity and independence of the independent
accountants and take, or recommend that the full Board take,
appropriate action to oversee the independence of the independent
accountants.
o Review and approve the independent accountants' annual engagement
letter.
o Review with the independent accountants (1) the proposed scope of
their examination with emphasis on accounting and financial areas
where the Committee, the independent accountants or management
believe special attention should be directed, (2) results of
their audit, (3) their evaluation of the adequacy of the system
of internal controls, (4) significant disputes, if any, with
management and (5) cooperation received from management in the
conduct of the audit.
<PAGE>
o Review significant accounting, reporting, regulatory or industry
developments affecting the Company.
o Review interim results with the Company's financial officer and
the independent accountants prior to the public announcement of
financial reports and the filing of the Form 10-Q.
o Discuss with management and the independent accountants any
issues regarding significant risks or exposures and assess the
steps management has taken to minimize such risk.
o Discuss with the independent accountants SAS 61 matters, as may
be modified or supplemented.
o Make a recommendation to the Board as to whether the financial
statements should be included in the Company's Annual Report on
Form 10-K.
o Approve the Audit Committee's report to be included in the
Company's Proxy Statement for its Annual Meeting of Shareholders.
o Perform such other functions assigned by law, the Company's
bylaws and any other functions as the Board deems necessary and
appropriate.
Committee Membership
The membership of the Committee shall be:
o appointed by the Board,
o comprised solely of independent directors as defined by the
applicable regulatory authorities, and
o consist of at least three members.
Committee Meetings
Meetings will be held at least three times a year. Minutes will be
recorded and reports of committee meetings will be presented at the next Board
meeting.
Committee Charter Review and Approval
This Audit Committee Charter shall be reviewed, reassessed, and
approved by the Board annually and shall be included in the proxy statement at
least every three years.
<PAGE>
APPENDIX B
TECHE HOLDING COMPANY
2001 STOCK-BASED INCENTIVE PLAN
1. DEFINITIONS.
"Affiliate" means any "parent corporation" or "subsidiary corporation"
of the Holding Company, as such terms are defined in Sections 424(e) and 424(f)
of the Code.
"Award" means, individually or collectively, a grant under the Plan of
Non-Statutory Stock Options, Incentive Stock Options, Stock Awards and
Performance Awards.
"Award Agreement" means an agreement evidencing and setting forth the
terms of an Award.
"Bank" means Teche Federal Savings Bank.
"Board of Directors" means the board of directors of the Holding
Company.
"Change in Control" of the Holding Company or the Bank shall mean an
event of a nature that: (i) would be required to be reported in response to Item
1(a) of the current report on Form 8-K, as in effect on the date hereof,
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"); (ii) involves the sale of all, or a material portion, of the
assets of the Holding Company or the Bank; (iii) involves the merger or
recapitalization of the Holding Company whereby the Holding Company is not the
surviving entity; (iv) results in a change in control of the Holding Company, as
otherwise defined or determined by the Office of Thrift Supervision ("OTS") or
regulations promulgated by it; or (v) without limitation, such a Change in
Control shall be deemed to have occurred at such time as (A) any "person" (as
the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Bank or the Holding Company
representing 20% or more of the Bank's or the Holding Company's outstanding
securities except for any securities of the Bank purchased by the Holding
Company in connection with the conversion of the Bank to the stock form and any
securities purchased by any tax qualified employee benefit plan of the Bank; or
(B) individuals who constitute the Board of Directors on the date hereof (the
"Incumbent Board") cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to the date
hereof whose election was approved by a vote of at least three-quarters of the
directors comprising the Incumbent Board, or whose nomination for election by
the Holding Company's stockholders was approved by the same Nominating Committee
serving under an Incumbent Board, shall be, for purposes of this clause (B),
considered as though he were a member of the Incumbent Board; or (C) a plan of
reorganization, merger, consolidation, sale of all or substantially all the
assets of the Bank or the Holding Company or similar transaction occurs in which
the Bank or Holding Company is not the resulting entity; or (D) solicitations of
shareholders of the Holding Company, by someone other than the current
management of the Holding Company, seeking stockholder
<PAGE>
approval of a plan or reorganization, merger of consolidation of the Holding
Company or Bank or similar transaction with one or more corporations as a result
of which the outstanding shares of the class of securities then subject to the
plan or transaction are exchanged for or converted into cash or property or
securities not issued by the Bank or the Holding Company shall be distributed;
or (E) a tender offer is made for 20% or more of the voting securities of the
Bank or the Holding Company.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the committee designated by the Board of Directors,
pursuant to Section 2 of the Plan, to administer the Plan.
"Common Stock" means the Common Stock of the Holding Company.
"Date of Grant" means the effective date of an Award.
"Disability" means any mental or physical condition with respect to
which the Participant qualifies for and receives benefits for under a long-term
disability plan of the Holding Company or an Affiliate, or in the absence of
such a long-term disability plan or coverage under such a plan, "Disability"
shall mean a physical or mental condition which, in the sole discretion of the
Committee, is reasonably expected to be of indefinite duration and to
substantially prevent the Participant from fulfilling his duties or
responsibilities to the Holding Company or an Affiliate.
"Effective Date" means January 17, 2001.
"Employee" means any person employed by the Holding Company or an
Affiliate. Directors who are employed by the Holding Company or an Affiliate
shall be considered Employees under the Plan.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Exercise Price" means the price at which a Participant may purchase a
share of Common Stock pursuant to an Option.
"Fair Market Value" means the market price of Common Stock, determined
by the Committee as follows:
(i) If the Common Stock was traded on the date in question on The
Nasdaq Stock Market then the Fair Market Value shall be equal to the closing
price reported for such date;
(ii) If the Common Stock was traded on a stock exchange on the
date in question, then the Fair Market Value shall be equal to the closing price
reported by the applicable composite transactions report for such date; and
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<PAGE>
(iii) If neither of the foregoing provisions is applicable, then
the Fair Market Value shall be determined by the Committee in good faith on such
basis as it deems appropriate.
Whenever possible, the determination of Fair Market Value by the
Committee shall be based on the prices reported in The Wall Street Journal. The
Committee"s determination of Fair Market Value shall be conclusive and binding
on all persons.
"Holding Company" means Teche Holding Company.
"Incentive Stock Option" means a stock option granted to a Participant,
pursuant to Section 7 of the Plan, that is intended to meet the requirements of
Section 422 of the Code.
"Non-Statutory Stock Option" means a stock option granted to a
Participant pursuant to the terms of the Plan but which is not intended to be
and is not identified as an Incentive Stock Option or a stock option granted
under the Plan which is intended to be and is identified as an Incentive Stock
Option but which does not meet the requirements of Section 422 of the Code.
"Option" means an Incentive Stock Option or Non-Statutory Stock Option.
"Outside Director" means a member of the board(s) of directors of the
Holding Company or an Affiliate who is not also an Employee of the Holding
Company or an Affiliate.
"Participant" means any person who holds an outstanding Award.
"Performance Share Award" or "Performance Award" means an Award granted
to a Participant pursuant to Section 9 of the Plan.
"Plan" means this Teche Holding Company 2001 Stock-Based Incentive
Plan.
"Retirement" means retirement from employment with the Holding Company
or an Affiliate following attainment of not less than age 55 and ten years of
service with the Holding Company or Affiliate, as applicable.
"Stock Award" means an Award granted to a Participant pursuant to
Section 8 of the Plan.
"Termination for Cause" shall mean termination because of a
Participant's personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties, willful violation of any law, rule or regulation (other than traffic
violations or similar offenses) or material breach of any provision of any
employment agreement between the Holding Company and/or any subsidiary of the
Holding Company and a Participant.
"Trust" means a trust established by the Board of Directors in
connection with this Plan to hold Common Stock or other property for the
purposes set forth in the Plan.
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<PAGE>
"Trustee" means any person or entity approved by the Board of Directors
or its designee(s) to hold any of the Trust assets.
2. ADMINISTRATION.
(a) The Committee shall administer the Plan. The Committee shall
consist of two or more disinterested directors of the Holding Company, who shall
be appointed by the Board of Directors. A member of the Board of Directors shall
be deemed to be "disinterested" only if he satisfies (i) such requirements as
the Securities and Exchange Commission may establish for non-employee directors
administering plans intended to qualify for exemption under Rule 16b-3 (or its
successor) under the Exchange Act and (ii) such requirements as the Internal
Revenue Service may establish for outside directors acting under plans intended
to qualify for exemption under Section 162(m)(4)(C) of the Code. The Board of
Directors may also appoint one or more separate committees of the Board of
Directors, each composed of one or more directors of the Holding Company or an
Affiliate who need not be disinterested, that may grant Awards and administer
the Plan with respect to Employees, Outside Directors, and other individuals who
are not considered officers or directors of the Holding Company under Section 16
of the Exchange Act or for whom Awards are not intended to satisfy the
provisions of Section 162(m) of the Code.
(b) The Committee shall (i) select the individuals who are to receive
Awards under the Plan, (ii) determine the type, number, vesting requirements and
other features and conditions of such Awards, (iii) interpret the Plan and Award
Agreements in all respects and (iv) make all other decisions relating to the
operation of the Plan. The Committee may adopt such rules or guidelines as it
deems appropriate to implement the Plan. The Committee's determinations under
the Plan shall be final and binding on all persons.
(c) Each Award shall be evidenced by a written agreement ("Award
Agreement") containing such provisions as may be required by the Plan and
otherwise approved by the Committee. Each Award Agreement shall constitute a
binding contract between the Holding Company or an Affiliate and the
Participant, and every Participant, upon acceptance of an Award Agreement, shall
be bound by the terms and restrictions of the Plan and the Award Agreement. The
terms of each Award Agreement shall be in accordance with the Plan, but each
Award Agreement may include any additional provisions and restrictions
determined by the Committee, in its discretion, provided that such additional
provisions and restrictions are not inconsistent with the terms of the Plan. In
particular, and at a minimum, the Committee shall set forth in each Award
Agreement: (i) the type of Award granted; (ii) the Exercise Price of any Option;
(iii) the number of shares subject to the Award; (iv) the expiration date of the
Award; (v) the manner, time, and rate (cumulative or otherwise) of exercise or
vesting of such Award; and (vi) the restrictions, if any, placed upon such
Award, or upon shares which may be issued upon exercise of such Award. The
Chairman of the Committee and such other directors and officers as shall be
designated by the Committee is hereby authorized to execute Award Agreements on
behalf of the Company or an Affiliate and to cause them to be delivered to the
recipients of Awards.
(d) The Committee may delegate all authority for: (i) the determination
of forms of payment to be made by or received by the Plan and (ii) the execution
of any Award Agreement.
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<PAGE>
The Committee may rely on the descriptions, representations, reports and
estimates provided to it by the management of the Holding Company or an
Affiliate for determinations to be made pursuant to the Plan, including the
satisfaction of any conditions of a Performance Award. However, only the
Committee or a portion of the Committee may certify the attainment of any
conditions of a Performance Award intended to satisfy the requirements of
Section 162(m) of the Code.
3. TYPES OF AWARDS.
The following Awards may be granted under the Plan:
(a) Non-Statutory Stock Options.
(b) Incentive Stock Options.
(c) Stock Awards.
(d) Performance Awards.
4. STOCK SUBJECT TO THE PLAN.
Subject to adjustment as provided in Section 14 of the Plan, the maximum
number of shares reserved for Awards under the Plan is 250,000. Subject to
adjustment as provided in Section 14 of the Plan, the maximum number of shares
reserved hereby for purchase pursuant to the exercise of Options, including
Incentive Stock Options, granted under the Plan is 250,000, reduced by Stock
Awards and Performance Share Awards. The maximum number of the shares reserved
for Stock Awards and Performance Share Awards in the aggregate is 37,500. The
shares of Common Stock issued under the Plan may be either authorized but
unissued shares or authorized shares previously issued and acquired or
reacquired by the Trustee or the Holding Company, respectively. To the extent
that Options and Stock Awards are granted under the Plan, the shares underlying
such Awards will be unavailable for any other use including future grants under
the Plan except that, to the extent that Stock Awards or Options terminate,
expire or are forfeited without having vested or without having been exercised,
new Awards may be made with respect to these shares.
5. ELIGIBILITY.
Subject to the terms of the Plan, all Employees shall be eligible to
receive Awards under the Plan.
6. NON-STATUTORY STOCK OPTIONS.
The Committee may, subject to the limitations of this Plan and the
availability of shares of Common Stock reserved but not previously awarded under
the Plan, grant Non-Statutory Stock Options to eligible individuals upon such
terms and conditions as it may determine to the extent such terms and conditions
are consistent with the following provisions:
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<PAGE>
(a) Exercise Price. The Committee shall determine the Exercise Price of
each Non-Statutory Stock Option. However, the Exercise Price shall not be less
than 100% of the Fair Market Value of the Common Stock on the Date of Grant.
(b) Terms of Non-Statutory Stock Options. The Committee shall determine
the term during which a Participant may exercise a Non-Statutory Stock Option,
but in no event may a Participant exercise a Non-Statutory Stock Option, in
whole or in part, more than ten (10) years from the Date of Grant. The Committee
shall also determine the date on which each Non-Statutory Stock Option, or any
part thereof, first becomes exercisable and any terms or conditions a
Participant must satisfy in order to exercise each Non-Statutory Stock Option.
The shares of Common Stock underlying each Non-Statutory Stock Option may be
purchased in whole or in part by the Participant at any time during the term of
such Non-Statutory Stock Option, or any portion thereof, once the Non-Statutory
Stock Option becomes exercisable.
(c) Non-Transferability. Unless otherwise determined by the Committee
in accordance with this Section 6(c), a Participant may not transfer, assign,
hypothecate, or dispose of in any manner, other than by will or the laws of
intestate succession, a Non-Statutory Stock Option. The Committee may, however,
in its sole discretion, permit transferability or assignment of a Non-Statutory
Stock Option if such transfer or assignment is, in its sole determination, for
valid estate planning purposes and such transfer or assignment is permitted
under the Code and Rule 16b-3 under the Exchange Act. For purposes of this
Section 6(c), a transfer for valid estate planning purposes includes, but is not
limited to: (a) a transfer to a revocable intervivos trust as to which the
Participant is both the settlor and trustee, or (b) a transfer for no
consideration to: (i) any member of the Participant's Immediate Family, (ii) any
trust solely for the benefit of members of the Participant's Immediate Family,
(iii) any partnership whose only partners are members of the Participant's
Immediate Family, and (iv) any limited liability corporation or corporate entity
whose only members or equity owners are members of the Participant's Immediate
Family. For purposes of this Section 6(c), "Immediate Family" includes, but is
not necessarily limited to, a Participant's parents, grandparents, spouse,
children, grandchildren, siblings (including half bothers and sisters), and
individuals who are family members by adoption. Nothing contained in this
Section 6(c) shall be construed to require the Committee to give its approval to
any transfer or assignment of any Non-Statutory Stock Option or portion thereof,
and approval to transfer or assign any Non-Statutory Stock Option or portion
thereof does not mean that such approval will be given with respect to any other
Non-Statutory Stock Option or portion thereof. The transferee or assignee of any
Non-Statutory Stock Option shall be subject to all of the terms and conditions
applicable to such Non-Statutory Stock Option immediately prior to the transfer
or assignment and shall be subject to any other conditions proscribed by the
Committee with respect to such Non-Statutory Stock Option.
(d) Termination of Employment or Service (General). Unless otherwise
determined by the Committee, upon the termination of a Participant's employment
or other service for any reason other than Retirement, Disability or death, or
Termination for Cause, the Participant may exercise only those Non-Statutory
Stock Options that were immediately exercisable by the Participant at the date
of such termination and only for a period of three (3) months following the date
of such termination, or, if sooner, until the expiration of the term of the
Option.
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<PAGE>
(e) Termination of Employment or Service (Retirement). Unless otherwise
determined by the Committee, in the event of a Participant's Retirement, the
Participant may exercise only those Non-Statutory Stock Options that were
immediately exercisable by the Participant at the date of Retirement and only
for a period of one (1) year following the date of Retirement, or, if sooner,
until the expiration of the term of the Non-Statutory Stock Option.
(f) Termination of Employment or Service (Disability or Death). Unless
otherwise determined by the Committee, in the event of the termination of a
Participant's employment or other service due to Disability or death, all
Non-Statutory Stock Options held by such Participant shall immediately become
exercisable and remain exercisable for a period one (1) year following the date
of such termination, or, if sooner, until the expiration of the term of the
Non-Statutory Stock Option.
(g) Termination of Employment or Service (Termination for Cause).
Unless otherwise determined by the Committee, in the event of a Participant's
Termination for Cause, all rights with respect to the Participant's Non-
Statutory Stock Options shall expire immediately upon the effective date of such
Termination for Cause.
(h) Acceleration Upon a Change in Control. In the event of a Change in
Control, all Non-Statutory Stock Options held by a Participant as of the date of
the Change in Control shall immediately become exercisable and shall remain
exercisable until the expiration of the term of the Non-Statutory Stock Option
regardless of termination of employment or service.
(i) Payment. Payment due to a Participant upon the exercise of a Non-
Statutory Stock Option shall be made in the form of shares of Common Stock.
(j) Maximum Individual Award. No individual Employee shall be granted
an amount of Non-Statutory Stock Options which exceeds 15% the total shares
reserved for Awards under the Plan.
7. INCENTIVE STOCK OPTIONS.
The Committee may, subject to the limitations of the Plan and the
availability of shares of Common Stock reserved but unawarded under this Plan,
grant Incentive Stock Options to an Employee upon such terms and conditions as
it may determine to the extent such terms and conditions are consistent with the
following provisions:
(a) Exercise Price. The Committee shall determine the Exercise Price of
each Incentive Stock Option. However, the Exercise Price shall not be less than
100% of the Fair Market Value of the Common Stock on the Date of Grant;
provided, however, that if at the time an Incentive Stock Option is granted, the
Employee owns or is treated as owning, for purposes of Section 422 of the Code,
Common Stock representing more than 10% of the total combined voting securities
of the Holding Company ("10% Owner"), the Exercise Price shall not be less than
110% of the Fair Market Value of the Common Stock on the Date of Grant.
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<PAGE>
(b) Amounts of Incentive Stock Options. To the extent the aggregate
Fair Market Value of shares of Common Stock with respect to which Incentive
Stock Options that are exercisable for the first time by an Employee during any
calendar year under the Plan and any other stock option plan of the Holding
Company or an Affiliate exceeds $100,000, or such higher value as may be
permitted under Section 422 of the Code, such Options in excess of such limit
shall be treated as Non-Statutory Stock Options. Fair Market Value shall be
determined as of the Date of Grant with respect to each such Incentive Stock
Option.
(c) Terms of Incentive Stock Options. The Committee shall determine the
term during which a Participant may exercise an Incentive Stock Option, but in
no event may a Participant exercise an Incentive Stock Option, in whole or in
part, more than ten (10) years from the Date of Grant; provided, however, that
if at the time an Incentive Stock Option is granted to an Employee who is a 10%
Owner, the Incentive Stock Option granted to such Employee shall not be
exercisable after the expiration of five (5) years from the Date of Grant. The
Committee shall also determine the date on which each Incentive Stock Option, or
any part thereof, first becomes exercisable and any terms or conditions a
Participant must satisfy in order to exercise each Incentive Stock Option. The
shares of Common Stock underlying each Incentive Stock Option may be purchased
in whole or in part at any time during the term of such Incentive Stock Option
after such Option becomes exercisable.
(d) Non-Transferability. No Incentive Stock Option shall be
transferable except by will or the laws of descent and distribution and is
exercisable, during his lifetime, only by the Employee to whom the Committee
grants the Incentive Stock Option. The designation of a beneficiary does not
constitute a transfer of an Incentive Stock Option.
(e) Termination of Employment (General). Unless otherwise determined by
the Committee, upon the termination of a Participant's employment or other
service for any reason other than Retirement, Disability or death, or
Termination for Cause, the Participant may exercise only those Incentive Stock
Options that were immediately exercisable by the Participant at the date of such
termination and only for a period of three (3) months following the date of such
termination, or, if sooner, until the expiration of the term of the Incentive
Stock Option.
(f) Termination of Employment (Retirement). Unless otherwise determined
by the Committee, in the event of a Participant's Retirement, the Participant
may exercise only those Incentive Stock Options that were immediately
exercisable by the Participant at the date of Retirement and only for a period
of one (1) year following the date of Retirement, or, if sooner, until the
expiration of the term of the Incentive Stock Option. Any Option originally
designated as an Incentive Stock Option shall be treated as a Non-Statutory
Stock Option to the extent the Participant exercises such Option more than three
(3) months following the Participant's cessation of employment.
(g) Termination of Employment (Disability or Death). Unless otherwise
determined by the Committee, in the event of the termination of a Participant's
employment or other service due to Disability or death, all Incentive Stock
Options held by such Participant shall immediately
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<PAGE>
become exercisable and remain exercisable for a period one (1) year following
the date of such termination, or, if sooner, until the expiration of the term of
the Incentive Stock Option.
(h) Termination of Employment (Termination for Cause). Unless otherwise
determined by the Committee, in the event of an Employee's Termination for
Cause, all rights under such Employee's Incentive Stock Options shall expire
immediately upon the effective date of such Termination for Cause.
(i) Acceleration Upon a Change in Control. In the event of a Change in
Control all Incentive Stock Options held by a Participant as of the date of the
Change in Control shall immediately become exercisable and shall remain
exercisable until the expiration of the term of the Incentive Stock Option
regardless of termination of employment. Any Option originally designated as an
Incentive Stock Option shall be treated as a Non-Statutory Stock Option to the
extent the Participant exercises Stock Options more than (3) months from the
Participant's cessation of employment.
(j) Payment. Payment due to a Participant upon the exercise of an
Incentive Stock Option shall be made in the form of shares of Common Stock.
(k) Maximum Individual Award. No individual Employee shall be granted
an amount of Incentive Stock Options which exceeds 15% of the total shares
reserved for Awards under the Plan.
(l) Disqualifying Dispositions. Each Award Agreement with respect to an
Incentive Stock Option shall require the Participant to notify the Committee of
any disposition of shares of Common Stock issued pursuant to the exercise of
such Option under the circumstances described in Section 421(b) of the Code
(relating to certain disqualifying dispositions), within 10 days of such
disposition.
8. STOCK AWARDS.
The Committee may make grants of Stock Awards, which shall consist of
the grant of some number of shares of Common Stock, to a Participant upon such
terms and conditions as it may determine to the extent such terms and conditions
are consistent with the following provisions:
(a) Grants of the Stock Awards. Stock Awards may only be made in whole
shares of Common Stock. Stock Awards may only be granted from shares reserved
under the Plan and available for award at the time the Stock Award is made to
the Participant.
(b) Terms of the Stock Awards. The Committee shall determine the dates
on which Stock Awards granted to a Participant shall vest and any terms or
conditions which must be satisfied prior to the vesting of any Stock Award or
portion thereof. Any such terms or conditions shall be determined by the
Committee as of the Date of Grant. To the extent that Stock Awards shall vest
based upon performance goals which must be satisfied prior to the vesting of any
installment or portion of a Stock Award, such performance goals shall be
determined by the Committee either
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on an individual level, for all Participants, for all Stock Awards made for a
given period of time, or as otherwise determined by the Committee. No Stock
Award or portion thereof that is subject to the satisfaction of any condition
shall be considered to be earned or vested until the Committee certifies in
writing that the conditions to which the earning or vesting of such Stock Award
is subject have been achieved.
(c) Termination of Employment or Service (General). Unless otherwise
determined by the Committee, upon the termination of a Participant's employment
or service for any reason other than Retirement, Disability or death, or
Termination for Cause, any Stock Awards in which the Participant has not become
vested as of the date of such termination shall be forfeited and any rights the
Participant had to such Stock Awards shall become null and void.
(d) Termination of Employment or Service (Retirement). Unless otherwise
determined by the Committee, in the event of a Participant's Retirement, any
Stock Awards in which the Participant has not become vested as of the date of
Retirement shall be forfeited and any rights the Participant had to such
unvested Stock Awards shall become null and void.
(e) Termination of Employment or Service (Disability or Death). Unless
otherwise determined by the Committee, in the event of a termination of the
Participant's service due to Disability or death, all unvested Stock Awards held
by such Participant shall immediately vest as of the date of such termination.
(f) Termination of Employment or Service (Termination for Cause).
Unless otherwise determined by the Committee, or in the event of the
Participant's Termination for Cause, all Stock Awards in which the Participant
had not become vested as of the effective date of such Termination for Cause
shall be forfeited and any rights such Participant had to such unvested Stock
Awards shall become null and void.
(g) Acceleration Upon a Change in Control. In the event of a Change in
Control, all unvested Stock Awards held by a Participant shall immediately vest.
(h) Maximum Individual Award. No individual Employee shall be granted
an amount of Stock Awards which exceeds 15% of all Stock Awards eligible to be
granted under the Plan.
(i) Issuance of Certificates. Unless otherwise held in Trust and
registered in the name of the Trustee, reasonably promptly after the Date of
Grant with respect to shares of Common Stock pursuant to a Stock Award, the
Holding Company shall cause to be issued a stock certificate, registered in the
name of the Participant to whom such Stock Award was granted, evidencing such
shares; provided, that the Holding Company shall not cause such a stock
certificate to be issued unless it has received a stock power duly endorsed in
blank with respect to such shares. Each such stock certificate shall bear the
following legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the restrictions, terms and
conditions (including forfeiture provisions and restrictions against
transfer) contained in the Teche Holding Company 2001
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Stock-Based Incentive Plan, and Award Agreement entered into between
the registered owner of such shares and Teche Holding Company or its
Affiliates. A copy of the Plan and Award Agreement is on file in the
office of the Corporate Secretary of Teche Holding Company, 211 Willow
Street, Franklin, Louisiana 70538."
Such legend shall not be removed until the Participant becomes vested in such
shares pursuant to the terms of the Plan and Award Agreement. Each certificate
issued pursuant to this Section 8(i), in connection with a Stock Award, shall be
held by the Holding Company or its Affiliates, unless the Committee determines
otherwise.
(j) Non-Transferability. Except to the extent permitted by the Code,
the rules promulgated under Section 16(b) of the Exchange Act or any successor
statutes or rules:
The recipient of a Stock Award shall not sell, transfer, assign,
pledge, or otherwise encumber shares subject to the Stock Award until
full vesting of such shares has occurred. For purposes of this section,
the separation of beneficial ownership and legal title through the use
of any "swap" transaction is deemed to be a prohibited encumbrance.
Unless determined otherwise by the Committee and except in the event of
the Participant's death or pursuant to a domestic relations order, a
Stock Award is not transferable and may be earned in his lifetime only
by the Participant to whom it is granted. Upon the death of a
Participant, a Stock Award is transferable by will or the laws of
descent and distribution. The designation of a beneficiary shall not
constitute a transfer.
If a recipient of a Stock Award is subject to the provisions of Section
16 of the Exchange Act, shares of Common Stock subject to such Stock
Award may not, without the written consent of the Committee (which
consent may be given in the Award Agreement), be sold or otherwise
disposed of within six (6) months following the date of grant of the
Stock Award.
(k) Accrual of Dividends. To the extent Stock Awards are held in Trust
and registered in the name of the Trustee, unless otherwise specified by the
Trust Agreement whenever shares of Common Stock underlying a Stock Award are
distributed to a Participant or beneficiary thereof under the Plan, such
Participant or beneficiary shall also be entitled to receive, with respect to
each such share distributed, a payment equal to any cash dividends and the
number of shares of Common Stock equal to any stock dividends, declared and paid
with respect to a share of the Common Stock if the record date for determining
shareholders entitled to receive such dividends falls between the date the
relevant Stock Award was granted and the date the relevant Stock Award or
installment thereof is issued. There shall also be distributed an appropriate
amount of net earnings, if any, of the Trust with respect to any dividends paid
out on the shares related to the Stock Award.
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(l) Voting of Stock Awards. After a Stock Award has been granted but
for which the shares covered by such Stock Award have not yet been vested,
earned and distributed to the Participant pursuant to the Plan, the Trustee
shall vote such shares of Common Stock held by any such Trust.
(m) Payment. Payment due to a Participant upon the redemption of a
Stock Award shall be made in the form of shares of Common Stock.
9. PERFORMANCE AWARDS.
(a) The Committee may determine to make any Performance Award under the
Plan contingent upon the satisfaction of any conditions related to the
performance of the Holding Company, an Affiliate or of the Participant. To the
extent that Performance Awards shall contingent upon performance goals which
must be satisfied prior to the vesting of any installment or portion of such
Performance Award, such performance goals shall be determined by the Committee
either on an individual level, for all Participants, for all Performance Awards
made for a given period of time, or as otherwise determined by the Committee. No
Performance Award or portion thereof that is subject to the satisfaction of any
condition shall be considered to be earned or vested until the Committee
certifies in writing that the conditions to which the earning or vesting of such
Performance Award is subject have been achieved. Each Performance Award shall be
evidenced in the Award Agreement, which shall set forth the applicable
conditions, the maximum amounts payable and such other terms and conditions as
are applicable to the Performance Award. Unless otherwise determined by the
Committee, each Performance Award shall be granted and administered to comply
with the requirements of Section 162(m) of the Code and subject to the following
provisions:
(b) Any Performance Award shall be made not later than 90 days after
the start of the period for which the Performance Award relates and shall be
made prior to the completion of 25% of such period. All determinations regarding
the achievement of any applicable conditions will be made by the Committee. The
Committee may not increase during a year the amount of a Performance Award that
would otherwise be payable upon satisfaction of the conditions but may reduce or
eliminate the payments as provided for in the Award Agreement.
(c) Nothing contained in the Plan will be deemed in any way to limit or
restrict the Committee from making any Award or payment to any person under any
other plan, arrangement or understanding, whether now existing or hereafter in
effect.
(d) A Participant who receives a Performance Award payable in Common
Stock shall have no rights as a shareholder until the Common Stock is issued
pursuant to the terms of the Award Agreement. The Common Stock may be issued
without cash consideration.
(e) A Participant's interest in a Performance Award may not be sold,
assigned, transferred, pledged, hypothecated, or otherwise encumbered.
(f) No Performance Award or portion thereof that is subject to the
satisfaction of any condition shall be distributed or considered to be earned or
vested until the Committee certifies
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in writing that the conditions to which the distribution, earning or vesting of
such Performance Award is subject have been achieved; provided however, upon a
Change in Control, all such conditions shall be deemed satisfied.
10. DEFERRED PAYMENTS.
The Committee, in its discretion, may permit a Participant to elect to
defer receipt of all or any part of any cash or stock payment under the Plan, or
the Committee may determine to defer receipt by some or all Participants, of all
or part of any such payment. The Committee shall determine the terms and
conditions of any such deferral, including the period of deferral, the manner of
deferral, and the method for measuring appreciation on deferred amounts until
their payout.
11. METHOD OF EXERCISE OF OPTIONS.
Subject to any applicable Award Agreement, any Option may be exercised
by the Participant in whole or in part at such time or times, and the
Participant may make payment of the Exercise Price in such form or forms
permitted by the Committee, including, without limitation, payment by delivery
of cash, Common Stock or other consideration (including, where permitted by law
and the Committee, Awards) having a Fair Market Value on the day immediately
preceding the exercise date equal to the total Exercise Price, or by any
combination of cash, shares of Common Stock and other consideration, including
exercise by means of a cashless exercise arrangement with a qualifying
broker-dealer, as the Committee may specify in the applicable Award Agreement.
12. RIGHTS OF PARTICIPANTS.
No Participant shall have any rights as a shareholder with respect to
any shares of Common Stock covered by an Option until the date of issuance of a
stock certificate for such Common Stock. Nothing contained herein or in any
Award Agreement confers on any person any right to continue in the employ or
service of the Holding Company or an Affiliate or interferes in any way with the
right of the Holding Company or an Affiliate to terminate a Participant's
services.
13. DESIGNATION OF BENEFICIARY.
A Participant may, with the consent of the Committee, designate a
person or persons to receive, in the event of death, any Award to which the
Participant would then be entitled. Such designation will be made upon forms
supplied by and delivered to the Holding Company and may be revoked in writing.
If a Participant fails effectively to designate a beneficiary, then the
Participant's estate will be deemed to be the beneficiary.
14. DILUTION AND OTHER ADJUSTMENTS.
In the event of any change in the outstanding shares of Common Stock by
reason of any stock dividend or split, recapitalization, merger, consolidation,
spin-off, reorganization,
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combination or exchange of shares, or other similar corporate change, or other
increase or decrease in such shares without receipt or payment of consideration
by the Holding Company, or in the event an extraordinary capital distribution is
made, the Committee may make such adjustments to previously granted Awards to
prevent dilution, diminution, or enlargement of the rights of the Participant,
including any or all of the following:
(a) adjustments in the aggregate number or kind of shares of Common
Stock or other securities that may underlie future Awards under the Plan;
(b) adjustments in the aggregate number or kind of shares of Common
Stock or other securities underlying Awards already made under the Plan;
(c) adjustments in the Exercise Price of outstanding Incentive and/or
Non- Statutory Stock Options.
No such adjustments may, however, materially change the value of benefits
available to a Participant under a previously granted Award. All Awards under
this Plan shall be binding upon any successors or assigns of the Holding
Company.
15. TAXES.
(a) Whenever under this Plan, cash or shares of Common Stock are to be
delivered upon exercise or payment of an Award or any other event with respect
to rights and benefits hereunder, the Committee shall be entitled to require as
a condition of delivery (i) that the Participant remit an amount sufficient to
satisfy all federal, state, and local withholding tax requirements related
thereto, (ii) that the withholding of such sums come from compensation otherwise
due to the Participant or from any shares of Common Stock due to the Participant
under this Plan or (iii) any combination of the foregoing; provided, however,
that no amount shall be withheld from any cash payment or shares of Common Stock
relating to an Award which was transferred by the Participant in accordance with
this Plan.
(b) If any disqualifying disposition described in Section 7(l) is made
with respect to shares of Common Stock acquired under an Incentive Stock Option
granted pursuant to this Plan, or any transfer described in Section 6(c) is
made, or any election described in Section 16 is made, then the person making
such disqualifying disposition, transfer, or election shall remit to the Holding
Company or its Affiliates an amount sufficient to satisfy all federal, state,
and local withholding taxes thereby incurred; provided that, in lieu of or in
addition to the foregoing, the Holding Company or its Affiliates shall have the
right to withhold such sums from compensation otherwise due to the Participant,
or, except in the case of any transfer pursuant to Section 6(c), from any shares
of Common Stock due to the Participant under this Plan.
(c) The Trustee may deduct from any distribution of shares of Common
Stock awarded to an Outside Director under this Plan, sufficient amounts of
shares of Common Stock to cover any applicable tax obligations incurred as a
result of vesting of the Stock Award.
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16. NOTIFICATION UNDER SECTION 83(b).
A Participant may, in connection with the receipt of an Award, or
thereafter, make the election permitted under Section 83(b) of the Code,
provided that such Participant shall notify the Committee of such election
within 10 days of filing notice of the election with the Internal Revenue
Service, in addition to any filings and notifications required pursuant to
regulations issued under the authority of Section 83(b) of the Code.
17. AMENDMENT OF THE PLAN AND AWARDS.
(a) Except as provided in paragraph (c) of this Section 17, the Board
of Directors may at any time, and from time to time, modify or amend the Plan in
any respect, prospectively or retroactively; provided however, that provisions
governing grants of Incentive Stock Options shall be submitted for shareholder
approval to the extent required by such law, regulation or otherwise. Failure to
ratify or approve amendments or modifications by shareholders shall be effective
only as to the specific amendment or modification requiring such ratification.
Other provisions of this Plan will remain in full force and effect. No such
termination, modification or amendment may adversely affect the rights of a
Participant under an outstanding Award without the written permission of such
Participant.
(b) Except as provided in paragraph (c) of this Section 17, the
Committee may amend any Award Agreement, prospectively or retroactively;
provided, however, that no such amendment shall adversely affect the rights of
any Participant under an outstanding Award without the written consent of such
Participant.
(c) In no event shall the Board of Directors amend the Plan or shall
the Committee amend an Award Agreement in any manner that has the effect of:
(i) Allowing any Option to be granted with an exercise price below
the Fair Market Value of the Common Stock on the Date of Grant.
(ii) Allowing the exercise price of any Option previously granted
under the Plan to be reduced subsequent to the Date of Award.
(d) Notwithstanding anything in this Plan or any Award Agreement to the
contrary, if any Award or right under this Plan would, in the opinion of the
Holding Company's accountants, cause a transaction to be ineligible for pooling
of interest accounting that would, but for such Award or right, be eligible for
such accounting treatment, the Committee, at its discretion, may modify, adjust,
eliminate or terminate the Award or right so that pooling of interest accounting
is available.
18. EFFECTIVE DATE OF PLAN.
The Board of Directors approved and adopted the Plan with an effective
date of January 17, 2001. All amendments to the Plan are effective upon approval
by the Board of Directors,
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subject to shareholder ratification when specifically required under the Plan or
applicable federal or state statutes, rules or regulations. The failure to
obtain shareholder ratification for such purposes will not affect the validity
or other provisions of the Plan and any Awards made under the Plan.
19. TERMINATION OF THE PLAN.
The right to grant Awards under the Plan will terminate upon the
earlier of: (i) ten (10) years after the Effective Date; (ii) the issuance of a
number of shares of Common Stock pursuant to the exercise of Options, and the
distribution of Stock Awards and Performance Share Awards is equivalent to the
maximum number of shares reserved under the Plan as set forth in Section 4
hereof. The Board of Directors has the right to suspend or terminate the Plan at
any time, provided that no such action will, without the consent of a
Participant, adversely affect a Participant's vested rights under a previously
granted Award.
20. NO EMPLOYMENT RIGHTS.
No Employee or other person shall have a right to be selected as a
Participant under the Plan. Neither the Plan nor any action taken by the
Committee in administration of the Plan shall be construed as giving any person
any rights of employment or retention as an Employee or in any other capacity
with the Holding Company or any Affiliate.
21. APPLICABLE LAW.
The Plan will be administered in accordance with the laws of the state
of Louisiana to the extent not pre-empted by applicable federal law.
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TECHE HOLDING COMPANY
211 WILLOW STREET
FRANKLIN, LOUISIANA 70538
(337) 828-3212
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ANNUAL MEETING OF STOCKHOLDERS
JANUARY 17, 2001
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The undersigned hereby appoints the Board of Directors of Teche Holding
Company (the "Company"), or its designee, with full powers of substitution, to
act as attorneys and proxies for the undersigned, to vote all shares of common
stock of the Company which the undersigned is entitled to vote at the Annual
Meeting of Stockholders (the "Meeting"), to be held at the Alex P. Allain
Memorial Library, 206 Iberia Street, Franklin, Louisiana on January 17, 2001, at
2:00 p.m. and at any and all adjournments thereof, in the following manner:
FOR WITHHELD
----- --------
1. The election as director of all nominees
listed below: |_| |_|
Patrick O. Little
Donelson T. Caffery, Jr.
Virginia Kyle Hine
INSTRUCTIONS: To withhold your vote for any individual nominee, insert the
nominee's name on the line provided below.
2. The ratification of the adoption of FOR AGAINST ABSTAIN
--- ------- -------
the Teche Holding Company
2001 Stock-Based Incentive Plan. |_| |_| |_|
3. The ratification of the appointment of FOR AGAINST ABSTAIN
--- ------- -------
Deloitte & Touche LLP as independent
auditors of Teche Holding Company, for
the fiscal year ending September 30, 2001. |_| |_| |_|
In their discretion, such attorneys and proxies are authorized to vote
upon such other business as may properly come before the Meeting or any
adjournments thereof.
The Board of Directors recommends a vote "FOR" all of the above listed
propositions.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS
IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS
OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
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<PAGE>
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
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Should the undersigned be present and elect to vote at the Meeting, or
at any adjournments thereof, and after notification to the Secretary of the
Company at the Meeting of the stockholder's decision to terminate this proxy,
the power of said attorneys and proxies shall be deemed terminated and of no
further force and effect. The undersigned may also revoke this proxy by filing a
subsequently dated proxy or by written notification to the Secretary of the
Company of his or her decision to terminate this proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders and a
Proxy Statement dated December 11, 2000.
Please check here if you
Dated: , ____ |_| plan to attend the Meeting.
----------------------
----------------------------------- ---------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
----------------------------------- ---------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this proxy. 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 COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
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