Section 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to [SECTION]240.14a-11(c) or
[SECTION]240.14a-12
INDUSTRIAL BANCORP, INC.
- ----------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and O-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 O-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
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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 O-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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(4) Date Filed:
INDUSTRIAL BANCORP, INC.
211 N. Sandusky Street
Bellevue, Ohio 44811
(419) 483-3375
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
March 17, 2000
Notice is hereby given that the 2000 Annual Meeting of Shareholders of
Industrial Bancorp, Inc. (the "Company") will be held at the Bellevue Elks
Lodge #1013, located at 214 West Main Street, Bellevue, Ohio 44811, on April
18, 2000, at 2:30 p.m., local time (the "Annual Meeting"), for the following
purposes, all of which are more completely set forth in the accompanying
Proxy Statement:
1. To elect three directors of the Company for terms expiring
in 2002;
2. To ratify the selection of Crowe, Chizek and Company LLP as
the auditors of the Company for the current fiscal year;and
3. To transact such other business as may properly come before
the Annual Meeting or any adjournments thereof.
Only shareholders of the Company of record at the close of business on
March 3, 2000, will be entitled to receive notice of and to vote at the
Annual Meeting and at any adjournments thereof. Whether or not you expect to
attend the Annual Meeting, we urge you to consider the accompanying Proxy
Statement carefully and to SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY
SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND THE
PRESENCE OF A QUORUM MAY BE ASSURED AT THE ANNUAL MEETING. The giving of a
proxy does not affect your right to vote in person in the event you attend
the Annual Meeting.
By Order of the Board of Directors
David M. Windau, President
Industrial Bancorp, Inc.
211 N. Sandusky Street
Bellevue, Ohio 44811
(419) 483-3375
PROXY STATEMENT
PROXIES
The enclosed proxy (the "Proxy") is being solicited by the Board of
Directors of Industrial Bancorp, Inc. (the "Company") for use at the 2000
Annual Meeting of Shareholders of the Company to be held at the Bellevue Elks
Lodge #1013, located at 214 West Main Street, Bellevue, Ohio 44811, on April
18, 2000, at 2:30 p.m., local time, and at any adjournments thereof (the
"Annual Meeting"). Without affecting any vote previously taken, a
shareholder may revoke a proxy by executing a later dated proxy which is
received by the Company prior to the Annual Meeting or by giving notice of
revocation to the Company in writing or in open meeting before the proxy is
exercised. Attendance at the Annual Meeting will not, of itself, revoke a
proxy.
Each properly executed Proxy received prior to the Annual Meeting and
not revoked will be voted as specified thereon or, in the absence of specific
instructions to the contrary, will be voted:
FOR the election of Lawrence R. Rhoades, Fredric C. Spurck and
Roger O. Wilkinson as directors of the Company for terms expiring
in 2002; and
FOR the ratification of the selection of Crowe, Chizek and
Company LLP ("Crowe Chizek") as the auditors of the Company for
the current fiscal year.
Proxies may be solicited by the directors, officers and other employees
of the Company and The Industrial Savings and Loan Association ("Industrial")
in person or by telephone, facsimile or mail, only for use at the Annual
Meeting. Such Proxies will not be used for any other meeting. The cost of
soliciting Proxies will be borne by the Company.
Only shareholders of record as of the close of business on March 3,
2000 (the "Voting Record Date"), are entitled to vote at the Annual Meeting.
Each shareholder will be entitled to cast one vote for each share owned on
the Voting Record Date. The Company's records disclose that, as of the
Voting Record Date, there were 4,352,383 votes entitled to be cast at the
Annual Meeting. This Proxy Statement is first being mailed to shareholders
of the Company on or about March 17, 2000.
VOTE REQUIRED
Election of Directors
Under Ohio law and the Company's Code of Regulations, the three
nominees receiving the greatest number of votes will be elected as directors.
Shares as to which the authority to vote is withheld will not be counted
toward the election of directors or toward the election of the individual
nominees specified on the Proxy. If the Proxy is signed and dated by the
shareholder but no vote is specified thereon, the shares represented by the
Proxy will be voted FOR the election of the three nominees.
Ratification of Selection of Auditors
The affirmative vote of the holders of a majority of the shares of the
Company represented in person or by proxy at the Annual Meeting is necessary
to ratify the selection of Crowe Chizek as the auditors of the Company for
the current fiscal year. The effect of an abstention will be the same as a
vote against ratification. If the accompanying Proxy is signed and dated by
the shareholder but no vote is specified thereon, the shares held by such
shareholder will be voted FOR the ratification of the selection of Crowe
Chizek as auditors.
VOTING SECURITIES AND OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
only persons known to the Company to own beneficially more than five percent
of the common shares of the Company, as of March 3, 2000:
<TABLE>
<CAPTION>
Amount and nature of
beneficial ownership
------------------------------------------
Sole voting and/or Shared voting and/or Percent of
Name and Address investment power investment power shares outstanding
- ---------------- ---------------- ---------------- ------------------
<S> <C> <C> <C>
The Industrial Bancorp, Inc. Employee 268,850 529,604 12.17%
Stock Ownership Plan
First Bankers Trust Company, N.A.,
Trustee
1201 Broadway
Quincy, Illinois 62301
Private Capital Management, Inc. - 451,469 10.37%
3003 Tamiami Trail North
Naples, Florida 33940
Lawrence R. Rhoades 135,759(1) 98,762(2) 5.11%
159 Arlington Drive
Bellevue, Ohio 44811
<FN>
- --------------------
<F1> Includes 39,992 shares that Mr. Rhoades may acquire through the
exercise of stock options and 10,200 shares that will be distributed to
Mr. Rhoades from the MRP within the next 60 days.
<F2> Includes 90,772 unearned shares held by the MRP, as to which Messrs.
Maginnis, Rhoades and Windau share voting power as trustees of the MRP.
The unearned MRP shares are counted only once in calculating the
percent of shares outstanding that are beneficially owned by Mr.
Rhoades.
</FN>
</TABLE>
The following table sets forth certain information with respect to the
number of common shares of the Company beneficially owned by each director
and each executive officer of the Company and by all directors and executive
officers of the Company as a group, as of March 3, 2000:
<TABLE>
<CAPTION>
Amount and nature of
beneficial ownership
------------------------------------------
Name and address (1) Sole voting and/or Shared voting and/or Percent of
investment power investment power shares outstanding
- -------------------- ---------------- ---------------- ------------------
<S> <C> <C> <C>
Graydon H. Hayward 37,220(2) - .85%
Leon W. Maginnis 27,620(2) 94,272(3) 2.74
Bob Moore 73,020(2) - 1.67
Lawrence R. Rhoades 135,759(4) 98,672(3) 5.11
Fredric C. Spurck 16,388(5) - .38
Roger O. Wilkinson 29,001(2) - .66
David M. Windau 129,417(6) 90,772(3) 4.80
All directors and executive
officers as a group (9 persons) 520,810(7) 106,302 12.98
<FN>
- --------------------
<F1> Each of the persons listed may be contacted at the address of the
Company.
<F2> Includes 13,332 shares that may be acquired through the exercise of
stock options and 2,222 shares that will be distributed from the MRP
within the next 60 days.
<F3> Includes 90,772 unearned shares held by the MRP, as to which Messrs.
Maginnis, Rhoades and Windau share voting power as trustees of the MRP.
The unearned MRP shares are counted only once in calculating the
percent of shares outstanding that are beneficially owned by each
trustee and the number of shares outstanding that are beneficially
owned by all directors and executive officers as a group.
<F4> Includes 39,992 shares that Mr. Rhoades may acquire through the
exercise of stock options and 10,200 shares that will be distributed to
Mr. Rhoades from the MRP within the next 60 days.
<F5> Includes 2,222 shares that will be distributed to Mr. Spurck from the
MRP within the next 60 days.
<F6> Includes 79,983 shares that Mr. Windau may acquire through the exercise
of stock options and 7,227 shares that will be distributed to Mr.
Windau from the MRP within the next 60 days
<F7> Includes 206,183 shares that may be acquired by directors and executive
officers through the exercise of stock options and 35,337 shares that
will be distributed to directors and executive officers from the MRP
within the next 60 days.
</FN>
</TABLE>
ELECTION OF DIRECTORS
The Company's Code of Regulations provides for a Board of Directors
consisting of seven persons divided into two classes. In accordance with
Section 2.02 the Code of Regulations, nominees for election as directors may
be proposed only by the directors or by a shareholder entitled to vote for
directors if such shareholder has submitted a written nomination to the
Secretary of the Company by the later of the January 15th immediately
preceding the annual meeting of shareholders or the sixtieth day before the
first anniversary of the most recent annual meeting of shareholders held for
the election of directors. Each written nomination must state the name, age,
business or residence address of the nominee, the principal occupation or
employment of the nominee, the number of common shares of the Company owned
either beneficially or of record by each nominee and the length of time such
shares have been so owned.
Each of the directors of the Company is also a director of Industrial.
Each director of the Company became a director of the Company in connection
with the conversion of Industrial from mutual to stock form (the
"Conversion") and the formation of the Company as the holding company for
Industrial.
The Board of Directors proposes the reelection of the following persons
to serve as directors of the Company until the annual meeting of shareholders
in 2002 and until their successors are duly elected and qualified:
<TABLE>
<CAPTION>
Director of the
Name Age (1) Position(s) held Company since
- ---- ------- ---------------- ---------------
<S> <C> <C> <C>
Lawrence R. Rhoades 70 Chairman of the Board, 1995
Chief Financial
Officer, and Director
Fredric C. Spurck 52 Director 1995
Roger O. Wilkinson 51 Director 1995
<FN>
- --------------------
<F1> As of March 3, 2000.
</FN>
</TABLE>
Mr. Rhoades served as the President of Industrial from 1965 to 1994, as
Chief Executive Officer ("CEO") of Industrial from November 1965 to August
1996, and as CEO of the Company from its formation in February 1995 to August
1996. Mr. Rhoades currently serves as the Chairman of the Board and Chief
Financial Officer of Industrial and the Company.
Mr. Spurck is a Certified Public Accountant and has been the President
and CEO of Webster Industries, Inc., Tiffin, Ohio since 1978. Webster
Industries operates facilities in four states, producing chains and other
component parts used in conveyor systems.
Mr. Wilkinson has been the Finance Director, and previously the Deputy
Director, of the Huron County Alcohol, Drug Addiction and Mental Health
Services Board, based in Norwalk, Ohio since 1995. For the prior fourteen
years, he was the manager of Norwalk Clinic, Inc., Norwalk, Ohio.
If any nominee is unable to stand for election, any Proxies granting
authority to vote for such nominee will be voted for such substitute as the
Board of Directors recommends.
The following directors will continue to serve after the Annual Meeting
for the terms indicated:
<TABLE>
<CAPTION>
Director of the
Name Age (1) Position(s) held Company since Term expires
- ---- ------- ---------------- --------------- ------------
<S> <C> <C> <C> <C>
Graydon H. Hayward 54 Director 1995 2001
Leon W. Maginnis 65 Director 1995 2001
Bob Moore 71 Director 1995 2001
David M. Windau 49 Director, President,
CEO and Treasurer 1995 2001
<FN>
- --------------------
<F1> As of March 3, 2000.
</FN>
</TABLE>
Mr. Hayward has been the President and owner of Hayward Rigging and
Construction, Inc. Bellevue, Ohio, a firm which specializes in setting and
relocating large machinery in industrial plants, since 1981.
Mr. Maginnis is a Certified Public Accountant and Certified Fraud
Examiner and has been the Vice President-Finance of Hirt Publishing Company,
Inc. since 1993. Previously, Mr. Maginnis was the owner of Maginnis and
Associates, a public accounting firm in Bellevue, Ohio.
Mr. Moore is retired. He previously served as the President of Willard
Foods, Inc. in Willard, Ohio.
Mr. Windau has served as the President and Treasurer of Industrial
since October 1994 and as the CEO since August 1996. Mr. Windau has been
employed by Industrial for 22 years and was a Senior Vice President in charge
of branch operations and deposit acquisitions prior to becoming the
President. Mr. Windau is also the President and CEO of the Company.
Meetings of Directors
The Board of Directors of the Company met 17 times for regularly
scheduled and special meetings during the fiscal year ended December 31,
1999. Each member attended at least 75% of the aggregate of such meetings
held during his service as a director, except Mr. Spurck.
The Board of Directors of Industrial met 14 times for regularly
scheduled and special meetings during the fiscal year ended December 31,
1999.
Committees of Directors
The Board of Directors of the Company has an Audit Committee. The full
Board of Directors serves as a nominating committee. The Company has no
employees and, therefore, no compensation committee.
The Audit Committee is responsible for selecting and recommending to
the Board of Directors a firm to serve as auditors for the Company. The
members of the Audit Committee are Messrs. Maginnis, Moore and Spurck. The
Audit Committee met one time during 1999.
The Board of Directors of Industrial has an Executive Committee, an
Audit Committee and a Personnel and Salary Committee.
The Executive Committee serves as a loan approval committee and is
authorized to act on behalf of the Board of Directors between regular
meetings of the Board of Directors. The members of the Executive Committee
are Messrs. Maginnis, Moore and Windau. Alternate members are Messrs.
Hayward, Spurck, Wilkinson and Rhoades. The Executive Committee met 52 times
during 1999.
The Audit Committee reviews and monitors the audit process. The
members of the Audit Committee are Messrs. Maginnis, Moore and Spurck. The
Audit Committee met one time during 1999.
The function of the Personnel and Salary Committee is to determine
compensation for Industrial's employees and to make recommendations to the
Board of Directors regarding employee benefits and related matters. The
Personnel and Salary Committee is comprised of Messrs. Hayward, Moore and
Wilkinson. The Personnel and Salary Committee met four times during 1999.
EXECUTIVE OFFICERS
In addition to Mr. Rhoades, who is the Chairman of the Board and Chief
Financial Officer of the Company, and Mr. Windau, who is the President and
CEO of the Company, the following persons are executive officers of the
Company and hold the designated positions. Each executive officer of the
Company serves at the pleasure of the Board of Directors.
<TABLE>
<CAPTION>
Name Age (1) Position(s) held Executive officer since
- ---- ------- ---------------- -----------------------
<S> <C> <C> <C>
David W. Ball 58 Secretary February 1995
Stephan S. Beal 39 Treasurer February 1995
<FN>
- --------------------
<F1> As of March 3, 2000.
</FN>
</TABLE>
Mr. Ball is the Secretary of the Company and a Senior Vice President
and the Secretary of Industrial. He is responsible for lending operations
and has been an employee of Industrial for the past 32 years.
Mr. Beal is the Treasurer of the Company and a Senior Vice President of
Industrial. He has been responsible for branch operations and deposit
acquisition since October 1994 and has been an employee of Industrial for the
past 15 years.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Summary Compensation Table
The following table sets forth the compensation paid to David M.
Windau, the CEO of the Company and Industrial, for the years ended December
31, 1999, 1998 and 1997. No other executive officer of the Company or
Industrial received compensation in excess of $100,000 in 1999.
<TABLE>
<CAPTION>
Annual compensation All other compensation
------------------- ----------------------
Name and principal
position Year Salary($) Bonus($)
- ------------------ ---- --------- --------
<S> <C> <C> <C> <C>
David M. Windau 1999 $142,194 $ 9,500 $62,940(1)
CEO 1998 135,961 27,000 75,620(2)
1997 134,628 19,454 71,553(3)
<FN>
- --------------------
<F1> Consists of director's fees and the $53,490 value of current year
allocations to the account of Mr. Windau under the Industrial Bancorp,
Inc. Employee Stock Ownership Plan (the "ESOP").
<F2> Consists of director's fees and the $66,520 value of allocations to
the ESOP account of Mr. Windau.
<F3> Consists of director's fees and the $62,178 value of allocations to
the ESOP account of Mr. Windau.
</FN>
</TABLE>
Personnel and Salary Committee Report on Executive Compensation
As a unitary savings and loan holding company, the business of the
Company consists principally of holding the stock of Industrial. The
functions of the executive officers of the Company, who are also the
executive officers of Industrial, pertain primarily to the operations of
Industrial. The executive officers receive their compensation, therefore,
from Industrial, rather than from the Company. The Personnel and Salary
Committee of Industrial has furnished the following report concerning
executive compensation:
Decision Making Process
The Company has not paid any cash compensation to its executive
officers since its formation. All executive officers of the Company also
currently hold positions with Industrial and receive cash compensation from
Industrial. Decisions on cash compensation of Industrial's executives are
made by the three-member Personnel and Salary Committee of Industrial's
Board of Directors.
The compensation levels of the executive officers, including the CEO,
are reviewed each year by the Personnel and Salary Committee. The Personnel
and Salary Committee utilizes independent surveys of compensation of
officers in the thrift industry. The Personnel and Salary Committee also
assesses each particular executive officer's contribution to the Company and
Industrial, the skills and experiences required by his position and the
potential of the executive officer. Based on the foregoing factors,
recommendations are made by the Personnel and Salary Committee to the Board
of Directors of Industrial. Such recommendations are reviewed by the Board
of Directors of Industrial, except that Board members who are also executive
officers do not participate in deliberations regarding their own
compensation.
Compensation Policies Toward Executive Officers Generally
The Personnel and Salary Committee's executive compensation policies
are designed to provide competitive levels of compensation that integrate
compensation with the annual and long-term performance goals of Industrial
and the Company, reward above-average performance, recognize individual
initiative and achievements and assist Industrial and the Company in
attracting and retaining qualified executives. The cash compensation
program for executive officers consists of two elements, a base salary
component and an incentive component payable under Industrial's non-
qualified Bonus Plan (hereinafter defined). The combination of base salary
and incentive compensation is designed to relate total compensation levels
to the performance of Industrial and the Company and each individual
executive officer's contribution thereto.
The objectives of the Bonus Plan are to motivate and reward the
executive officers in connection with the accomplishment of annual
objectives of Industrial and the Company, to reinforce a strong performance
orientation with differentiation and variability in individual awards based
on contribution to annual and long-range business results and to provide a
competitive compensation package which will attract, reward and retain
individuals of the highest quality. For executive officers of Industrial
and the Company, including the Chief Executive Officer, incentive awards are
determined as a percentage of annual base salary, which percentage is
calculated utilizing a corporate goal factor and a performance factor. The
corporate goal factor is based upon the Company's achievement of certain
levels of earnings. The performance factor is based upon the particular
executive officer's performance during the preceding year.
Determination of CEO's Compensation
The Personnel and Salary Committee based the compensation of Mr.
Windau in 1999 on the policies described above for executive officers. The
Personnel and Salary Committee believes that the level of compensation paid
to Mr. Windau in 1999 was fair and reasonable when compared with
compensation levels in the thrift industry reported in various independent
surveys. The compensation earned by Mr. Windau in 1999 reflects the
significant management and leadership responsibilities required of him and
the effective manner in which those responsibilities were fulfilled.
Submitted by the Personnel and Salary Committee of Industrial:
Graydon H. Hayward
Bob Moore
Roger O. Wilkinson
Personnel and Salary Committee Interlocks
During 1999, no member of the Personnel and Salary Committee was a
current or former executive officer or employee of the Company or Industrial
or had a reportable business relationship with the Company or Industrial.
Performance Graph
The following graph compares the cumulative total return on the
Company's shares for the fiscal year ended December 31, 1999, with the
cumulative total return of an index of companies whose shares are traded on
Nasdaq and a savings and loan industry index for the same period:
Industrial Bancorp, Inc.
<TABLE>
<CAPTION>
Period Ending
-------------------------------------------------------------------
Index 08/01/95 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Industrial Bancorp, Inc. 100.00 114.04 133.46 192.12 223.16 171.75
NASDAQ - Total US* 100.00 106.75 131.35 160.94 226.78 409.71
SNL $250M-$500M Thrift Index 100.00 110.15 135.74 230.01 199.67 234.71
</TABLE>
Stock Option Plan
The shareholders of the Company adopted the Stock Option Plan at the
1996 Annual Meeting of Shareholders. Options are granted by the Stock
Option Committee to directors, officers and employees of Industrial and the
Company on the basis of an individual's responsibility, tenure and future
potential. The total number of shares with respect to which awards may be
made is 555,450. As of December 31, 1999, options to purchase 388,815
shares had been granted.
The following table sets forth information regarding the number and
value of unexercised options held by Mr. Windau at December 31, 1999:
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year and 12/31/99 Option Values
-------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised "In-the-Money" Options at
Shares Acquired Value Options at 12/31/99 at 12/31/99(1)
Name on Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ----------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
(#) ($) (#) ($)
David M. Windau -0- -0- 79,983/53,324 $309,934/$206,631
<FN>
- --------------------
<F1> For purposes of this table, the value of the options was determined by
multiplying the number of options by the difference between the $11.00
exercise price and the fair market value of the Company's common
shares, which was $14.875 on December 31, 1999, based on the closing
bid price reported by Nasdaq.
</FN>
</TABLE>
Management Recognition Plan
The shareholders of the Company adopted the MRP at the 1996 Annual
Meeting of Shareholders. The MRP Committee awards shares to directors,
officers and employees of Industrial and the Company based on an
individual's responsibility, tenure and future potential. In 1996, the MRP
purchased 222,180 common shares of the Company, all of which were awarded to
directors and executive officers of Industrial during fiscal 1996. No
shares were purchased or awarded in fiscal years 1999, 1998 or 1997.
Employee Stock Ownership Plan
The Company has established the ESOP for the benefit of employees of
the Company and its subsidiaries, including Industrial, who are age 21 or
older and who have completed at least one year of service with the Company
and its subsidiaries. The ESOP provides an ownership interest in the
Company to all eligible full-time employees of the Company. The common
shares and other ESOP funds are held in the ESOP Trust and invested by the
trustee of the ESOP Trust. As of March 3, 2000, 260,754 of the 529,604
common shares of the Company held in the ESOP Trust had been allocated to
the accounts of participants.
Bonus Plan
Industrial provides a Bonus Plan (the "Bonus Plan") to encourage its
employees to contribute to the financial success of Industrial and thus share
in its profits. Both full- and part-time employees are eligible to
participate in the Bonus Plan if they have been employed by Industrial for
more than one year of continuous service. The amount received by individual
employees pursuant to the Bonus Plan is determined by the Personnel and
Salary Committee based on various factors, including performance and tenure.
For the year ended December 31, 1999, Industrial contributed $170,100 to the
Bonus Plan. The Bonus Plan is subject to annual review by Industrial's Board
of Directors.
Employment Agreements
Industrial has entered into employment agreements with Messrs. Windau,
Ball and Beal (the "Employment Agreements"). The Employment Agreements,
which became effective on January 1, 1996, provided for initial terms of
three years and have been extended through December 31, 2000. The Employment
Agreements provide for salary and performance review by the Board of
Directors not less often than annually. Each of the Employment Agreements
provides for inclusion of the employee in any formally established employee
benefit, bonus, pension and profit-sharing plans for which senior management
personnel are eligible and for vacation and sick leave in accordance with
Industrial's prevailing policies.
The Employment Agreements are terminable by Industrial at any time. In
the event of termination by Industrial for "just cause," as defined in the
Employment Agreements, the employee will have no right to receive any
compensation or other benefits for any period following such termination. In
the event of a termination other than for "just cause" and not in connection
with a "change of control", as defined in the Employment Agreements, the
employee will be entitled to payment of an amount equal to the employee's
annual salary. The Employment Agreements further provide that in the event
of a termination in connection with or within one year of a "change of
control," the employee will be entitled to payment of an amount equal to
three times the employee's annual salary. The amount which would be payable
to Mr. Windau in the event of a "change of control," based upon his salary as
of December 31, 1999, is $426,582.
Director Compensation
Each director of Industrial, other than the Chairman of the Board,
currently receives a fee of $675 per meeting, with one excused absence per
year. The Chairman of the Board receives $700 per meeting. In addition,
each member of a committee who is not a full-time employee of Industrial
receives $250 per committee meeting attended. No fees are paid for service
as a director of the Company.
Certain Transactions
Industrial has followed a policy of granting consumer loans and loans
secured by the borrower's personal residence to officers, directors and
employees. Loans to executive officers and directors are made in the
ordinary course of business and on the same terms and conditions as those of
comparable transactions prevailing at the time and in accordance with
Industrial's underwriting guidelines and do not involve more than the normal
risk of collectibility or present other unfavorable features.
SELECTION OF AUDITORS
The Board of Directors has selected Crowe Chizek as the auditors of the
Company for the current fiscal year and recommends that the shareholders
ratify the selection. Management expects that a representative of Crowe
Chizek will be present at the Annual Meeting, will have the opportunity to
make a statement if he or she so desires and will be available to respond to
appropriate questions.
PROPOSALS OF SHAREHOLDERS AND OTHER MATTERS
Any proposals of shareholders intended to be included in the Company's
proxy statement for the 2001 Annual Meeting of Shareholders should be sent to
the Company by certified mail and must be received by the Company not later
than November 17, 2000. In addition, if a shareholder intends to present a
proposal at the 2001 Annual Meeting without including the proposal in the
proxy materials related to that meeting, and if the proposal is not received
by January 31, 2001, then the proxies designated by the Board of Directors
of the Company for the 2001 Annual Meeting of Shareholders may vote in their
discretion on any such proposal any shares for which they have been
appointed proxies without mention of such matter in the proxy statement or
on the proxy card for such meeting.
Management knows of no other business which may be brought before the
Annual Meeting. It is the intention of the persons named in the enclosed
Proxy to vote such Proxy in accordance with their best judgment on any other
matters which may be brought before the Annual Meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO FILL IN, SIGN AND
RETURN THE PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
By Order of the Board of Directors
David M. Windau, President
REVOCABLE PROXY
INDUSTRIAL BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF INDUSTRIAL BANCORP, INC.
The undersigned shareholder of Industrial Bancorp, Inc. (the
"Company") hereby constitutes and appoints David M. Windau and Lawrence R.
Rhoades, or either one of them, the Proxy or Proxies of the undersigned with
full power of substitution and resubstitution, to vote at the Annual Meeting
of Shareholders of the Company to be held at the Bellevue Elks Lodge #1013,
located at 214 West Main Street, Bellevue, Ohio 44811, on April 18, 2000, at
2:30 p.m., local time (the "Annual Meeting"), all of the shares of the
Company which the undersigned is entitled to vote at the Annual Meeting, or
at any adjournment thereof, on each of the following proposals, all of which
are described in the accompanying Proxy Statement:
1. The election of three directors:
[ ] FOR all nominees listed [ ] WITHHOLD authority to
below (except as marked to vote for all nominees
the contrary below) listed below
Lawrence R. Rhoades Fredric C. Spurck Roger O. Wilkinson
(INSTRUCTION: To withhold authority to vote for a nominee, write that
nominee's name in the following space).
- ----------------------------------------------------------------------------
2. The approval of the selection of Crowe, Chizek and Company LLP as the
auditors of the Company for the current fiscal year.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
This Revocable Proxy will be voted as directed by the undersigned member. If
no direction is given, this Revocable Proxy will be voted FOR the nominees
listed and FOR proposal 2.
All Proxies previously given by the undersigned are hereby revoked. Receipt
of the Notice of Annual Meeting of Shareholders of the Company and of the
accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign your name exactly as it appears on this Proxy. Joint
accounts require only one signature. If you are signing this Proxy as an
attorney, administrator, agent, corporation, officer, executor, trustee or
guardian, etc., please add your full title to your signature.
- ----------------------------- -----------------------------
Signature Signature
- ----------------------------- -----------------------------
Print or Type Name Print or Type Name
Dated: , 2000 Dated: , 2000
------------- -------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
PLEASE DATE, SIGN AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED FOR MAILING IN THE U.S.A.
IMPORTANT: IF YOU RECEIVE MORE THAN ONE CARD, PLEASE SIGN AND RETURN ALL
CARDS IN THE ACCOMPANYING ENVELOPE.
