SCHEDULE 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
[ X ] Definitive Proxy Statement by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
CCBT FINANCIAL COMPANIES, 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 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
CCBT FINANCIAL COMPANIES, INC.
495 Station Avenue
South Yarmouth, Massachusetts 02664
(508) 394-1300
March 16, 2001
Dear Stockholder:
You are cordially invited to attend the 2001 Annual Meeting of Stockholders (the
"Annual Meeting") of CCBT Financial Companies, Inc. (the "Company") to be held
on Thursday, April 26, 2001, at the CAPE COD BANK and TRUST COMPANY, N.A.,
Customer Service Center, 31 Workshop Road, South Yarmouth, Massachusetts, at 11
a.m., local time.
The Annual Meeting has been called for the following purposes:
1. To elect two Directors of the Company for a three-year term and one
Director of the Company for a one-year term.
2. To elect a Clerk.
3. To consider and act upon a proposal to approve the Company's 2001
Directors' Stock Option Plan, the full text of which is attached to this
Proxy Statement as Exhibit B.
4. To transact such other business as may properly come before the meeting and
any postponements or adjournments thereof.
The Board of Directors of the Company unanimously recommends that
stockholders vote FOR approval and adoption of Proposals One through Three.
On behalf of the management and directors of the Company, I am pleased to be
able to send you the enclosed Proxy Statement, which includes information about
the Company and details about the proposals. I urge you to read these materials
carefully.
Sincerely,
/s/ Stephen B. Lawson
----------------------
STEPHEN B. LAWSON
President and Chief Executive Officer
REGARDLESS OF THE NUMBER OF SHARES YOU MAY OWN, IT IS IMPORTANT THAT YOUR SHARES
BE REPRESENTED AT THE ANNUAL MEETING. ACCORDINGLY, PLEASE PROMPTLY SIGN AND
RETURN YOUR PROXY CARD IN THE ENVELOPE PROVIDED WHETHER OR NOT YOU PLAN TO
ATTEND THE ANNUAL MEETING. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN
PERSON WHETHER OR NOT YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.
CCBT FINANCIAL COMPANIES, INC.
495 Station Avenue
South Yarmouth, Massachusetts 02664
(508) 394-1300
------------------------
NOTICE OF 2001 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On April 26, 2001
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of CCBT
Financial Companies, Inc. (the "Company"), will be held on Thursday, April 26,
2001, at the CAPE COD BANK and TRUST COMPANY, N.A., Customer Service Center, 31
Workshop Road, South Yarmouth, Massachusetts at 11 a.m., local time (together
with all adjournments and postponements thereof, the "Annual Meeting") for the
following purposes:
1. To elect two Directors of the Company for a three-year term and one
Director of the Company for a one-year term.
2. To elect a Clerk.
3. To consider and act upon a proposal to approve the Company's 2001
Directors' Stock Option Plan, the full text of which is attached to
this Proxy Statement as Exhibit B.
4. To transact such other business as may properly come before the
meeting and any postponements or adjournments thereof.
The Board of Directors of the Company has fixed the close of business
on March 6, 2001, as the record date (the "Record Date") for determination of
stockholders entitled to notice of and to vote at the Annual Meeting and any
adjournments or postponements thereof. In the event that there are not
sufficient votes to approve the foregoing proposals at the time of the Annual
Meeting, the Annual Meeting may be adjourned or postponed in order to permit
further solicitation of proxies by the Company.
The above matters are described in detail in the accompanying Proxy
Statement.
- --------------------------------------------------------------------------------
DIRECTIONS TO THE MEETING (PLEASE NOTE CHANGE IN LOCATION): Take Rte. 6
(Mid-Cape Highway) to exit 8 (Station Avenue/Union Street). Proceed south on
Station Avenue about 100 yards to the traffic light at Workshop Road. Turn right
on Workshop Road and right again into the parking lot on the south side of the
Bank's Customer Service Center. Coffee and pastries will be served beginning at
10:30 a.m.
- --------------------------------------------------------------------------------
By Order of the Board of Directors,
/s/ John S. Burnett
---------------------
JOHN S. BURNETT
Clerk
South Yarmouth, Massachusetts
March 16, 2001
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE COMPLETE
AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE
ANNUAL MEETING AND DESIRE TO WITHDRAW YOUR PROXY AND VOTE IN PERSON, YOU MAY DO
SO.
IF A BROKER OR BANK HOLDS YOUR SHARES, YOU WILL RECEIVE A VOTING INSTRUCTION
FORM INSTEAD OF A PROXY CARD. PLEASE FOLLOW THE INSTRUCTIONS ON THAT FORM TO
VOTE YOUR SHARES. PLEASE DO NOT SEND THE VOTING INFORMATION FORM TO US. IF YOU
WISH TO ATTEND THE MEETING AND VOTE THESE SHARES IN PERSON, YOU MUST FOLLOW THE
INSTRUCTIONS ON THE VOTING INSTRUCTION FORM TO OBTAIN A LEGAL PROXY FROM YOUR
BROKER OR BANK.
CCBT FINANCIAL COMPANIES, INC.
495 Station Avenue
South Yarmouth, Massachusetts 02664
(508) 394-1300
-------------------
PROXY STATEMENT
VOTING, REVOCATION AND SOLICITATION OF PROXIES
The Company
CCBT Financial Companies, Inc. (the "Company") is a bank holding
company principally conducting business through Cape Cod Bank and Trust Company,
N.A. (the "Bank"). In December 1999, the Company changed its name from CCBT
Bancorp, Inc. to CCBT Financial Companies, Inc. to better reflect the wide array
of services provided by the Company. In February 1999, the Company and the Bank
completed a reorganization by which the Bank became a wholly-owned subsidiary of
the Company, and each issued and outstanding share of common stock of the Bank
was converted into and exchanged for one share of common stock of the Company.
During the second quarter of 2000, the Bank concluded its purchase of 51% of the
firm of Murray & MacDonald Insurance Services, Inc. of Falmouth, Massachusetts.
1. Annual Meeting
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of the Company for use at the 2001 Annual
Meeting of Stockholders of the Company to be held at the Bank's Customer Service
Center, South Yarmouth, MA, at 11 a.m. local time on Thursday, April 26, 2001,
and any adjournments or postponements thereof, for the purposes set forth in
this Proxy Statement.
At the Annual Meeting, stockholders of the Company will be asked to
consider and vote upon the following matters:
1. To elect two Directors of the Company for a three-year term and one
Director of the Company for a one-year term.
2. To elect a Clerk.
3. To consider and act upon a proposal to approve the Company's 2001
Directors' Stock Option Plan, the full text of which is attached to
this Proxy Statement as Exhibit B.
4. To transact such other business as may properly come before the
meeting a++++nd any postponements or adjournments thereof.
2. Record Date
The Board of Directors of the Company has fixed the close of business
on March 6, 2001, as the Record Date. Only the holders of shares of Company
common stock of record at the close of business on the Record Date will be
entitled to notice of and to vote at the Annual Meeting and any adjournments or
postponements thereof. At the Record Date, 8,608,048 shares of Company's common
stock were outstanding and entitled to vote. The presence in person or by proxy
of the holders of a majority of the issued and outstanding shares of Company
common stock entitled to vote is required to constitute a quorum at the Annual
Meeting.
1
3. Proxies, Voting and Revocations
Shares represented by a properly executed proxy received prior to the
vote at the Annual Meeting and not revoked will be voted at the Annual Meeting
as directed in the proxy. If a proxy is submitted and no directions are given,
the proxy will be voted for the approval and adoption of the proposals to be
considered at the Annual Meeting.
The persons named as proxies by stockholders may propose and vote for
one or more adjournments or postponements of the Annual Meeting to permit
further solicitation of proxies in favor of the proposals to be considered at
the Annual Meeting.
A holder of record of Company common stock may revoke a proxy by filing
an instrument of revocation with John S. Burnett, Clerk of the Company, 31
Workshop Road, P.O. Box 1180, South Yarmouth, Massachusetts 02664-0180. Such
stockholder may also revoke a proxy by filing a duly executed proxy bearing a
later date, or by appearing at the Annual Meeting in person, notifying the
Clerk, and voting by ballot at the Annual Meeting. Any stockholder of record
attending the Annual Meeting may vote in person whether or not a proxy has been
previously given, but the mere presence (without notifying the Clerk) of a
stockholder at the Annual Meeting will not constitute revocation of a previously
given proxy.
The presence in person or by proxy of at least a majority of the total
number of issued and outstanding shares of Common Stock is necessary to
constitute a quorum for the transaction of business at the Annual Meeting. A
quorum being present, a plurality of the shares of Common Stock voting in person
or represented by proxy at the Annual Meeting is necessary to elect each of the
nominees for Director and Clerk, and the vote of at least a majority of votes
cast at the Annual Meeting is required for the approval of Proposal Three.
In accordance with applicable state law, abstentions, votes withheld
for director nominees and broker non-votes (shares represented at the meeting
which are held by a broker or other nominee and as to which (i) instructions
have not been received from the beneficial owner or the person entitled to vote
and (ii) the broker or nominee does not exercise voting power) shall be treated
as shares that are present and entitled to vote for the purpose of determining
whether a quorum is present. Abstentions and broker non-votes will not be
counted as voting at the Annual Meeting and therefore will have no effect on the
outcome of Proposals One, Two, or Three.
Solicitation and Other Expenses
The Company will bear the cost of soliciting proxies from its
stockholders, including mailing costs and printing costs in connection with this
Proxy Statement. In addition to the use of the mails, proxies may be solicited
by the directors, officers and certain employees of the Company, and by personal
interview, telephone, or telegram. Such directors, officers, and employees will
not receive additional compensation for such solicitation but may be reimbursed
for reasonable out-of-pocket expenses incurred in connection therewith. The
Company may also make arrangements with brokerage houses and other custodians,
nominees and fiduciaries for the forwarding of solicitation material to the
beneficial owners of Company common stock. The Company may reimburse such
custodians, nominees, and fiduciaries for reasonable out-of-pocket expenses
incurred in connection therewith.
2
PROPOSAL ONE
ELECTION OF DIRECTORS
The terms of John F. Aylmer and John Otis Drew as Directors of the
Company expire in 2001. In addition, William C. Snow has reached the mandatory
age of retirement in the Company's By-laws. At the Annual Meeting, two persons
will be elected Directors of the Company to serve for a three-year term until
the 2004 Annual Meeting of the Stockholders, and until their successors are
elected and qualified. The Board of Directors also proposes that the remaining
year of Mr. Snow's term be filled by a new Director. The Board of Directors of
the Company has nominated John F. Aylmer and John Otis Drew for reelection as
Directors of the Company for 3-year terms, and Daniel A. Wolf for election as a
Director of the Company until the 2002 Annual Meeting.
Unless authority to do so has been repealed or limited in the proxy, it
is the intention of the persons named in the proxy to vote the shares
represented by each properly executed proxy "FOR" the election of each of the
nominees named above as Directors of the Company. The Board of Directors
believes that each of the nominees will stand for election and, if elected, will
serve as a Director. However, if any nominee fails to stand for election or is
unable to accept election, the proxies will be voted for the election of such
other person or persons as the Board of Directors may recommend.
The Board of Directors recommends that stockholders vote "FOR" the
reelection or election of each of the nominees proposed by management for
Directors named herein.
PROPOSAL TWO
ELECTION OF CLERK
The By-laws of the Company provide that the Clerk shall be elected at
the Annual Meeting of Stockholders. Management proposes that John S. Burnett be
reelected as Clerk of the Company.
Unless authority to do so has been repealed or limited in the proxy, it
is the intention of the persons named in the proxy to vote the shares
represented by each properly executed proxy "FOR" the election of John S.
Burnett as Clerk of the Company.
The Board of Directors recommends that stockholders vote "FOR" the
reelection of John S. Burnett as Clerk of the Company.
3
DIRECTORS
The following table sets forth, as of February 15, 2001, information
supplied by each person who is currently a Director and/or a nominee for
election as a Director of the Company with respect to such person's age,
principal occupation for the past five years and the year in which the person
began serving as a Director of the Company (or the Bank, prior to the
reorganization into the holding company structure).
NOMINEES FOR ELECTION AT THE ANNUAL MEETING FOR A 3-YEAR TERM
NAME AGE DIRECTOR SINCE PRINCIPAL OCCUPATION
- ---- --- -------------- --------------------
John F. Aylmer 67 1982 Maritime consultant; President, New England
Steamship Foundation; Executive Director,
Build America Committee (advocacy for U. S.
shipbuilding); Trustee, Bridgewater State
College Foundation; former state senator,
former president, Massachusetts Maritime Academy.
John Otis Drew 51 1982 Chairman, Board of Directors of the Bank since
1994 and of the Company since 1998;
Principal/President, John A. Drew, Realtor
(Hyannis, MA); Vice President, A. D. Makepeace
Co.; President, Parker Mills, Inc., Real
Estate Holding Company; President, Sassamon
Holdings, Inc.; President, Wankinco River, Inc.
NOMINEE FOR ELECTION AT THE ANNUAL MEETING FOR A 1-YEAR TERM
NAME AGE DIRECTOR SINCE PRINCIPAL OCCUPATION
- ---- --- -------------- --------------------
Daniel A. Wolf 43 N/A President and Director, Hyannis Air Service,
Inc., d/b/a Cape Air/Nantucket Airlines;
President and Director, Hyannis Air Leasing,
Inc.; Director of the Bank since 1999.
DIRECTORS WHOSE TERMS WILL EXPIRE AT THE 2002 ANNUAL MEETING
NAME AGE DIRECTOR SINCE PRINCIPAL OCCUPATION
- ---- --- -------------- --------------------
George D. Denmark 66 1974 Retired; former President, Denmark, Inc., New
Bedford, MA (Medical equipment firm).
4
DIRECTORS WHOSE TERMS WILL EXPIRE AT THE 2003 ANNUAL MEETING
NAME AGE DIRECTOR SINCE PRINCIPAL OCCUPATION
- ---- --- -------------- --------------------
Stephen B. Lawson 59 1992 Executive Vice President, Trust. 12/12/85;
President, Chief Executive Officer of the Bank,
7/01/92. President, Chief Executive Officer
of the Company, 10/8/90.
William R. Enlow 53 2000 Partner, law firm of Sorling, Northrup, Hanna,
Cullen and Cochran, Ltd. (2/88 - Present);
Former Director Firstbank Illinois Corp,
Marine Corporation (multi-bank holding
companies); Director and Chairman, Memorial
Health System and Memorial Medical Center
(Springfield, Illinois); President and Board
Member Springfield School District 186; Trustee,
Illinois Teachers Retirement System.
PROPOSAL THREE
APPROVAL OF THE 2001 DIRECTORS' STOCK OPTION PLAN
Proposal
The Board of Directors of the Company has adopted the 2001 Directors'
Stock Option Plan (the "Directors' Plan"), and is recommending the Directors'
Plan to the Company's stockholders for approval. The Directors' Plan would
authorize the Company to grant to non-employee Directors of the Company and of
the Bank non-qualified options to purchase in the aggregate up to 220,000 shares
of Company common stock. The number of shares of common stock reserved for
issuance under the Directors' Plan is subject to adjustment for stock splits,
stock dividends, and similar events.
The Company's Board of Directors believes that stock options play an
important role in the success of the Company by permitting the Company to
recruit and retain highly qualified outside Directors and strengthening the
commonality of interest between Directors and stockholders. Accordingly, the
Board of Directors has voted, subject to stockholder approval, to adopt the
Directors' Plan. The Directors' Plan became effective when adopted by the Board
of Directors, but no options granted under it will be exercisable unless
Proposal Three is approved by the Company's stockholders.
Summary of the Directors' Plan
The principal features of the Directors' Plan are summarized below, but
the summary is qualified in its entirety by the specific language of the
Directors' Plan. A copy of the Directors' Plan is attached as Exhibit B to this
Proxy Statement.
Stock Subject to the Directors' Plan
Up to 220,000 shares of Company common stock may be issued under the
Directors' Plan, subject to readjustment upon the occurrence of certain events,
including stock dividends, stock splits, mergers, consolidations,
reorganizations, recapitalizations, reclassifications or other capital
adjustments. Only non-qualified options will be granted under the Directors'
Plan.
Eligibility
Persons eligible to participate in the Directors' Plan will be
Directors of the Company or of the Bank who are not employees of the Company.
5
Terms, Conditions and Form of Options
The Directors' Plan provides for the automatic grant of non-qualified
options to eligible Directors. If the stockholders approve the Directors' Plan
at the Annual Meeting, each newly elected or continuing non-employee Director of
the Company will receive an automatic option grant for 5,000 shares of Company
common stock and each newly elected or continuing non-employee Director of the
Bank will receive a grant for 2,500 shares of Company common stock. At the close
of each annual meeting of stockholders held in 2002 and thereafter, each newly
elected or continuing non-employee Director of the Company and each newly
elected or continuing non-employee Director of the Bank will be awarded
non-qualified options to purchase, respectively, 4,000 and 2,000 shares of
Company common stock. A person who serves as Director of both the Company and
the Bank will be awarded only the option reserved for Company Directors.
All options granted under the Directors' Plan will vest in four equal
installments over a four-year period beginning on the first anniversary of the
date of grant so long as the recipient remains a non-employee Director of the
Company or the Bank on the anniversary. The exercise price for each
non-qualified option is the fair market value of the Company common stock on the
date of grant. Vested options may be exercised at any time, in whole or in part,
before the tenth anniversary of the grant date.
Federal Income Tax Consequences
For non-qualified options under the Directors' Plan, no income is
realized by the optionee at the time the option is granted. Generally (i) at
exercise, ordinary income is realized by the optionee in an amount equal to the
difference between the option price and the fair market value of the shares of
common stock on the date of exercise, and the Company receives a tax deduction
for the same amount, and (ii) at disposition, appreciation or depreciation after
the date of exercise is treated as either short-term or long-term capital gain
or loss depending on how long the shares of common stock have been held. Special
rules will apply where all or a portion of the exercise price of the
non-qualified option is paid by tendering shares of common stock.
The Board of Directors believes that the Directors' Plan is in the best
interest of the Company and therefore recommends that stockholders vote "FOR"
approval of the adoption of the Directors' Plan.
6
THE BOARD OF DIRECTORS, ITS COMMITTEES, AND COMPENSATION
The following is a description of the Executive, Audit, and
Compensation Committees of the Board of Directors. The Board of Directors acts
as a nominating committee, selecting nominees for election or reelection as
Directors and Officers.
Executive Committee
The Company's Board of Directors serves as its Executive Committee. With the
exception of Mr. Enlow, they also serve, with Barrett C. Nichols, Jr., and
Joshua A. Nickerson, Jr., as the Executive Committee of the Bank, which met 21
times in 2000. The Executive Committees of the Company and the Bank are vested
with the authority of the respective Boards of Directors in most matters between
meetings of the Boards of Directors.
Audit Committee
Except for Mr. Lawson, all members of the Board of Directors serve on
the Company's Audit Committee, which met as such one time during fiscal year
2000. Each of the members of the Audit Committee is independent as defined in
the National Association of Securities Dealers' listing standards. Mr. Aylmer
chairs the Audit Committee of the Bank, which met five times in 2000. The Audit
Committee reviews the financial statements and scope of the annual audit,
monitors internal financial and accounting controls, and recommends to the Board
of Directors of the Company the appointment of independent certified public
accountants.
The Board of Directors has adopted a written charter for the Audit
Committee, which is included as Exhibit A to this Proxy Statement.
Report of the Audit Committee
The Audit Committee has reviewed and discussed the Company's audited
financials for the fiscal year ended December 31, 2000, with the Company's
management. The Audit Committee has discussed with Grant Thornton LLP, the
Company's independent auditors, the matters required to be discussed by
Statement on Auditing Standards No. 61. The Audit Committee has received the
written disclosures and the letter from Grant Thornton LLP required by
Independence Standards Board Standard No. 1 and discussed with Grant Thornton
LLP its independence. Based on the review and discussions described above, the
Audit Committee recommended to the Board of Directors that the Company's audited
financial statements be included in its Annual Report on Form 10-K for the
fiscal year ended December 31, 2000.
Submitted by the Audit Committee for fiscal 2000
JOHN F. AYLMER, GEORGE D. DENMARK,
JOHN OTIS DREW, WILLIAM R. ENLOW, and
WILLIAM C. SNOW
Compensation Committee
The Company's Board of Directors serves as its Compensation Committee.
The Bank's Executive Committee serves as its Compensation Committee. Mr. Lawson
does not act on his own compensation.
Board of Directors
The Board of Directors of the Company held 10 meetings during fiscal
year 2000. The Board of Directors of the Bank held 13 meetings during fiscal
year 2000. Compensation for Directors of the Company who are also Directors of
the Bank is $7,000 per quarter, with Mr. Drew, as Chairman, receiving an
additional $1,000 per quarter. Mr. Enlow receives $3,750 per quarter. Directors
of the Bank who are not Directors of the Company receive $5,500 per quarter.
Neither the Company nor the Bank pays a separate fee to its Directors for
service on Committees.
Each of the Directors attended at least 75% of the aggregate of
regularly scheduled meetings of the Company's Board of Directors, the Bank's
Board of Directors, and the meetings of the committees of which they are
members.
7
OWNERSHIP BY MANAGEMENT AND OTHER STOCKHOLDERS
The following table sets forth certain information with respect to the number of
shares of the Company's Common Stock beneficially owned as of February 15, 2001,
by the Directors and the Executive Officers.
Principal Shareholders
Amount and Nature of Beneficial Ownership
Sole voting
and
Investment Shared voting and Percent
Beneficial Owners power investment power (1) Total of Class
----------------- ----------- -------------------- ------- --------
Beneficial owners of more
Than five percent of stock:
Trustees of the
Abel D. Makepeace Trust
Box 151, Wareham, MA 02571
Zelinda M. Douhan 6,800 608,720 (2) 615,520 (2) 7.15%
Christopher Makepeace 47,900 784,520 (2) 832,420 (2) 9.67%
Thomas Otis, Jr. (3) 207,884 608,720 (2) 816,604 (2) 9.49%
Directors and Executive Officers
John F. Aylmer 4,192 400 4,592 0.05%
Robert T. Boon 250 5,488 5,738 0.07%
George D. Denmark 13,296 0 13,296 0.15%
John Otis Drew (4) 3,592 3,161 6,753 0.08%
William R. Enlow 1,700 200 1,900 0.02%
Stephen B. Lawson 4,000 31,491 35,491 0.41%
Robert R. Prall 3,000 7,950 10,950 0.13%
Noal D. Reid 4 8,487 8,491 0.10%
William C. Snow 65,326 0 65,326 0.76%
Larry K. Squire 2,527 8,641 11,168 0.13%
Daniel A. Wolf (director nominee) 132 1,000 1,132 0.01%
All Directors and Executive Officers as 98,019 66,818 164,837 1.91%
a group
(1) Shares shown include shares owned by their spouses, minor children, other
relatives living in their homes, or in estates or trusts in which they may
be deemed to have beneficial ownership but for which they disclaim
beneficial such ownership. Shares shown include the interest shares of
Common Stock held in the Bank's Employee Stock Ownership Plan: Mr. Lawson,
1,261 shares; Mr. Reid, 983 shares; Mr. Squire, 891 shares; Mr. Boon, 7 38
shares; and Mr. Prall, 160 shares. Also included are shares of common
stock subject to stock options exercisable as of February 15, 2001, or
which will become exercisable within 60 days after that date: Mr. Boon,
4,750 shares; Mr. Lawson, 11,750 shares; Mr. Prall, 7,750 shares; Mr.
Reid, 7,500 shares; and Mr. Squire, 7,750 shares. Shares shown do not
include 3,368 shares to be distributed in 2001 to Directors as Profit
Incentive Plan bonuses for fiscal year 2000.
(2) Includes 608,720 shares held in the Abel D. Makepeace Trust.
(3) Mr. Otis is the uncle of Mr. Drew, a Director.
(4) Mr. Drew is a beneficiary of the Abel D. Makepeace Trust but disavows any
voting or investment power over shares of the Company stock held by the
Trust.
8
EXECUTIVE COMPENSATION
Executive officers of the Company currently receive no compensation in their
capacities as executive officers of the Company but are compensated as employees
of the Bank.
The following table sets forth information concerning the compensation for
services rendered in all capacities during the three fiscal years through 2000
earned by the President and Chief Executive Officer, and the other most highly
compensated executive officers of the Bank whose total compensation exceeded
$100,000. The President and Chief Executive Officer, and the Treasurer and Chief
Financial Officer, are also officers of the Company.
I. Summary Compensation Table
The following table sets forth information on an accrual basis for the year 2000
with respect to the compensation of the Chief Executive Officer of the Company
and those other executive officers whose total compensation exceeded $100,000.
Long Term
Compensation
Annual Compensation Awards
------------------- ------
Other Securities
Compen- Underlying
Name and Principal Position Year Salary ($) Bonus ($) sation ($) (2) Options (#)
- --------------------------- ---- ---------- --------- ------------- -----------
Stephen B. Lawson 2000 $299,964 $100,000 $18,119 7,500
President and
Chief Executive Officer
1999 249,388 49,878 18,119 8,000
1998 243,065 30,383 18,209 6,000
Robert T. Boon 2000 125,667 35,000 17,158 5,000
Executive Vice President
Personal Financial Services
1999 118,040 27,149 14,692 5,000
1998 102,564 12,820 13,314 2,000
Robert R. Prall 2000 127,121 51,000 16,138 4,000
Executive Vice President
Business Banking
1999 117,938 17,402 14,630 5,000
1998 108,509 10,850 13,381 4,000
Noal D. Reid (1) 2000 120,744 315,536 18,119 4,000
Treasurer and
Chief Financial Officer
1999 114,972 256,164 18,119 4,000
1998 113,306 72,564 14,834 4,000
Larry K. Squire 2000 119,574 35,492 16,159 4,000
Executive Vice President
Banking Services
1999 114,972 20,120 14,075 5,000
1998 113,762 13,376 14,163 4,000
(1) Mr. Reid's bonus, as approved by the Bank's Executive Committee, is a
percentage of the Bank's earnings from its leveraged portfolios managed by
Mr. Reid.
(2) The Bank maintains a Profit Sharing Retirement Plan covering substantially
all employees following two years of service. Each year, the Bank
contributes amounts equal to 8% of each participant's base compensation
plus 4.3% of base compensation over one-half the social security wage base.
Executive Officers also receive group insurance benefits available generally to
all employees and other personal benefits not in excess of 10% of cash
compensation.
9
II. Stock Options Granted in Fiscal 2000
The following table sets forth information concerning individual grants
of stock options made during 2000 to each executive officer of the Company
and/or the Bank listed below. The value of the options granted was calculated
using the Black-Scholes pricing model. No stock appreciation rights were granted
to these individuals during 2000.
Number of Percentage of
Securities Total Options
Underlying Granted to Exercise Present Value
Options Employees in Price Per Expiration of Options at
Granted(1) 2000 Share Date Grant Date
--------------- ------------------- ----------------- --------------- -------------------
Stephen B. Lawson 7,500 12.2% $18.00 12/7/10 $31,950
Robert T. Boon 5,000 8.1% $18.00 12/7/10 $21,300
Robert R. Prall 4,000 6.5% $18.00 12/7/10 $17,040
Noal D. Reid 4,000 6.5% $18.00 12/7/10 $17,040
Larry K. Squire 4,000 6.5% $18.00 12/7/10 $17,040
(1) One-fourth of these options become exercisable on December 7 of each year
beginning in 2001 and ending in 2004.
III. Options Year-End Value Table
Number of Shares Underlying Value of Unexercised In
Shares Unexercised Stock Options the Money Stock Options as
Acquired on Value as of year-end of year-end
Name Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---------------------------- ------------- -------------- ----------------------------- ----------------------------
Stephen B. Lawson -0- -0- 9,500/18,000 $30,234/$31,547
Robert T. Boon -0- -0- 3,750/10,250 $11,688/$17,375
Robert R. Prall -0- -0- 6,250/10,750 $19,844/$19,281
Noal D. Reid -0- -0- 6,000/10,000 $18,906/$16,469
Larry K. Squire -0- -0- 6,250/10,750 $19,844/$19,281
In 1997 a Stock Option Plan was adopted and options covering 26,000
shares at a price of $13.375 per share were granted. These options become
exercisable over a period of four years at the rate of 25% per year and expire
after 10 years. In 1998 options covering an additional 26,000 shares were
granted at a price of $20.75 and 9,000 shares at $19.25; options covering 4,000
shares were forfeited. Options covering 57,000 shares were outstanding at the
end of 1998. In 1999 options covering an additional 17,000 shares were granted
at a price of $17.375, 10,500 shares at $16.375 and 25,000 shares at $15.0625;
options covering 5,500 shares were forfeited. Options covering 104,000 shares
were outstanding at the end of 1999. In 2000, options covering an additional
61,500 shares were granted at a price of $18.00; options covering 6,000 shares
were forfeited, no options were exercised, and options covering 159,500 shares
were outstanding at the end of the year.
10
Change of Control Agreements
In connection with the formation of the holding company structure, the
Bank and the Company entered into amended and restated Change in Control
Agreements with Messrs. Lawson, Reid, and Squire (each, a "Key Executive"),
effective February 11, 1999, to include the Company as a party to such
agreements and to amend the definition of change in control to conform to the
definitions included in the Federal Securities Laws. On June 15, 2000, the bank
entered into a similar agreement with Robert R. Prall (also a "Key Executive").
Under the terms of the amended and restated Change in Control
Agreements, each Key Executive is entitled to receive his base salary (offset by
any compensation from a new employer) for a certain period of time if, after a
change of control of the Company or the Bank has occurred, the Key Executive's
employment is terminated other than for cause (as defined in the Change in
Control Agreement), or the Key Executive terminates his employment following:
(i) his demotion; (ii) a reduction in base salary; (iii) exclusion from any
incentive program for which the Key Executive was previously eligible or in
which other executives with comparable duties participate; or (iv) a change in
location of the Key Executive's principal place of employment by more than 50
miles. In general, a Change in Control under the agreements occurs (i) upon a
Change in Control of either the Company or the Bank as defined under the
Securities Exchange Act of 1934 or (ii) under the Change in Bank Control Act;
(iii) if any person becomes the direct or indirect beneficial owner of 50% or
more of any class of securities of the Company; (iv) individuals who constitute
the Board of Directors of the Company on February 11, 1999, (June 15, 2000, in
Mr. Prall's agreement) cease to constitute the majority thereof (with certain
exceptions); (v) a merger or the sale of substantially all the assets of the
Company, in which the Company is not the resulting entity; or (vi) a proxy
contest by a stockholder to force a transaction in which the stock of the
Company is exchanged for or converted into cash, property or securities not
issued by the Company. The benefits under the Change in Control Agreements
continue for a period of 24 months for Messrs. Prall, Reid, and Squire and 36
months for Mr. Lawson. The benefits under these agreements only become payable
following termination after a Change in Control (as defined in the agreements);
the Change in Control Agreements do not serve as employment agreements.
Compensation Committee Report on Executive Compensation
The Board of Directors of the Company serves as the Company's
Compensation Committee. They review and approve compensation levels for the
Company's executive officers and oversee and administer the Company's executive
compensation programs. The Company currently pays no compensation to any of its
officers because those officers are compensated as officers of the Bank.
The Bank's Executive Committee reviews and approves compensation levels
for the Bank's executive officers and oversees and administers the Bank's
executive compensation programs.
The Bank endeavors to pay competitive base salaries to its employees
and subscribes to various surveys of the compensation paid for various positions
by other banks of similar size in order to determine appropriate salary levels.
In addition, the Bank has a Profit Incentive Plan for the payment of bonuses to
reward above-average performance. Profit Incentive Plan bonuses are based on a
combination of Bank financial performance compared to its peers, the attainment
of departmental goals, and individual performance.
Stephen B. Lawson's salary is set by the Executive Committee of the
Bank's Board of Directors. The Committee reviews Mr. Lawson's performance
annually and adjusts his compensation based on the Bank's performance and a
comparison of salaries paid to chief executive officers by other banks of
similar size. Based on this comparison, Mr. Lawson's base salary in 2000 was set
at $286,503. Under the terms of the Profit Incentive Plan described above, Mr.
Lawson was also awarded a bonus of $100,000 in recognition of the performance of
the Bank relative to its peers. Mr. Lawson does not vote on his own
compensation.
Salaries of the Bank's other executive officers for 2000 were
determined in a similar manner.
Submitted by the Compensation Committee for fiscal 2000
JOHN F. AYLMER, GEORGE D. DENMARK,
JOHN OTIS DREW, WILLIAM R. ENLOW,
STEPHEN B. LAWSON, and WILLIAM C. SNOW
11
Compensation Committee Interlocks and Insider Participation
Stephen B. Lawson is President and Chief Executive Officer of the
Company and of the Bank. Mr. Lawson is a member of the Board of Directors of the
Company, which serves as the Company's Compensation Committee, but Mr. Lawson
does not act upon his own compensation.
RELATIONSHIPS AND TRANSACTIONS WITH THE COMPANY
Certain Directors and Officers of the Company and the Bank and members
of their immediate family are at present, as in the past, customers of the Bank
and have transactions with the Bank in the ordinary course of business. In
addition, certain of the Directors are at present, as in the past, also
directors, officers or stockholders of corporations or members of partnerships
that are customers of the Bank and have transactions with the Bank in the
ordinary course of business. Such transactions for the Directors and Officers of
the Company and the Bank and their families and with such corporations and
partnerships were made in the ordinary course of business, were made on
substantially the same terms, including interest rates and collateral on loans,
as those prevailing at the time for comparable transactions with other persons
and did not involve more than the normal risk of collectability or present other
features unfavorable to the Bank.
12
PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change
in the cumulative total stockholder return on the Company's Common Stock (or the
Bank's common stock, prior to the Reorganization), based on the market price of
the Company's (or Bank's) common stock and assuming reinvestment of dividends,
with the total return of companies within the Standard & Poor's ("S&P") 500
Stock Index and the Standard & Poor's Banks Composite Index. The calculation of
total cumulative return assumes a $100 investment in the Company's (or the
Bank's) common stock, the S&P 500 Stock Index and the S&P Banks Composite Index
on December 31, 1995.
[PERFORMANCE GRAPH APPEARS HERE]
Cumulative Total Return
12/95 12/96 12/97 12/98 12/99 12/00
CCBT FINANCIAL COMPANIES, INC. 100.00 117.87 213.06 198.89 175.41 223.76
S&P 500 100.00 122.96 163.98 210.84 255.22 231.98
S&P BANKS COMPOSITE 100.00 141.55 204.46 217.98 189.59 223.59
13
SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16(a) of the Securities Exchange Act of 1934 and
Regulations of the Securities and Exchange Commission (the "SEC"), the Company's
executive officers and directors must file reports of ownership and changes in
ownership with the SEC and the Nasdaq Stock Market, Inc. and furnish the Company
with copies of all Section 16(a) reports they file. To the Company's knowledge,
based solely on review of the copies of such reports furnished to the Company,
no executive officer or director of the Company failed to file any such reports.
ACCOUNTANTS
The firm of Grant Thornton LLP served as the Company's independent
public accountants for the year ended December 31, 2000. It is not anticipated
that a representative from Grant Thornton LLP will be present at the meeting.
Questions relating to the financial statements may be addressed to the Chief
Financial Officer. The Company has not yet selected its independent public
accountants for the year 2001, and is currently reviewing proposals.
Audit Fees. The aggregate fees billed or to be billed by Grant Thornton
LLP for professional services rendered for the audit of the Company's annual
financial statements for 2000 and reviews of the financial statements included
in the Company's Forms 10-Q for 2000 are $117,451.
Financial Information Systems Design and Implementation. Grant Thornton
LLP performed no such services in 2000.
All other fees. Grant Thornton LLP charged no other fees for services
rendered in 2000.
STOCKHOLDER PROPOSALS
Proposals of stockholders submitted pursuant to Exchange Act Rule 14a-8
and intended to be presented at the Company's 2002 Annual Meeting of
Stockholders which is scheduled to be held on April 25, 2002, must be filed with
the Clerk of the Company prior to November 19, 2001, if such proposals are to be
included in the proxy statement for such meeting. These proposals must also
comply with the rules of the SEC governing the form and content of proposals in
order to be included in the Company's proxy statement and form of proxy. Any
such proposal should be directed to: CLERK, CCBT FINANCIAL COMPANIES, INC., 31
WORKSHOP ROAD, P.O. BOX 1180, SOUTH YARMOUTH, MA 02664-0180.
The Company's Amended By-laws provide that any stockholder proposals
(including director nominations) intended to be presented at the Company's 2002
Annual Meeting, other than a stockholder proposal submitted pursuant to Exchange
Act Rule 14a-8 as described above, must be received in writing at the principal
executive office of the Company on or between the dates of December 27, 2001,
and January 28, 2002, together with all supporting documentation required by the
Company's Amended By-laws. However, if the 2002 Annual Meeting is scheduled to
be held on a date more than 30 days before April 26, 2002, or more than 60 days
after April 26, 2002, a stockholder's notice shall be timely filed if delivered
to, or received by, the Company at its principal executive office not later than
the close of business on the later of (a) 90 days prior to the date of the
scheduled meeting or (b) the 10th day following the day on which public
announcement of the date of such annual meeting is first made by the Company.
Proxies solicited by the Board of Directors will confer discretionary voting
authority with respect to these proposals, subject to SEC rules governing the
exercise of this authority.
14
OTHER MATTERS
At the time of the preparation of this proxy material, the Board of
Directors of the Company does not know of any other matter to be presented for
action at the Annual Meeting. If any other matters should properly come before
the meeting, proxy holders shall have discretionary authority to vote their
shares according to their best judgment.
15
EXHIBIT A
CCBT FINANCIAL COMPANIES, INC.
Audit Committee Charter
adopted April 6, 2000
I. General Statement of Purpose
The Audit Committee of the Board of Directors (the "Audit Committee")
of CCBT Financial Companies, Inc. (the "Company") assists the Board of Directors
( the "Board") in general oversight and monitoring of management's and the
independent auditor's participation in the Company's financial reporting process
and of the Company's procedures for compliance with legal and regulatory
requirements. The primary objective of the Audit Committee in fulfilling these
responsibilities is to promote and preserve the integrity of the Company's
financial statements and the independence and performance of the Company's
external independent auditor.
II. Audit Committee Composition
The Audit Committee shall consist of at least three members who shall
be appointed annually by the Board and shall satisfy the qualification
requirements set forth in Rule 4310 of the Marketplace Rules of the National
Association of Securities Dealers, Inc. The Board shall designate one member of
the Audit Committee to be Chairman of the committee.
III. Meetings
The Audit Committee generally is to meet four times per year in person
or by telephone conference call,
with any additional meetings as deemed necessary by the Audit Committee.
IV. Audit Committee Activities
The principal activities of the Audit Committee will generally include
the following:
A. Review of Charter
o Review and reassess the adequacy of this Charter annually and submit
it to the Board for approval.
B. Audited Financial Statements and Annual Audit
o Review the overall audit plan (both external and internal) with the
independent auditor and the members of management who are
responsible for maintaining the Company's accounts and preparing the
Company's financial statements, including the Company's Chief
Financial Officer and/or principal accounting officer or principal
financial officer (the Chief Financial Officer and such other
officer or officers are referred to herein collectively as the
"Senior Accounting Executive").
o Review and discuss with management (including the Company's Senior
Accounting Executive) and with the independent auditor:
(i) the Company's annual audited financial statements, including
any significant financial reporting issues which have arisen
in connection with the preparation of such audited financial
statements;
(ii) the adequacy of the Company's internal financial reporting
controls that could significantly affect the integrity of the
Company's financial statements;
(iii) major changes in and other questions regarding accounting and
auditing principals and procedures; and
(iv) the effectiveness of the Company's internal audit process
(including evaluations of its Senior Accounting Executive and
any other relevant personnel).
o Review and discuss with the independent auditor (outside of the
presence of management) how the independent auditor plans to handle
its responsibilities under the Private Securities Litigation Reform
16
Act of 1995, and receive assurance from the auditor that Section 10A
of the Private Securities Litigation Reform Act of 1995 has not been
implicated.
o Review and discuss with the independent auditor (outside of the
presence of management) any problems or difficulties that the
auditor my have encountered with management or others and any
management letter provided by the auditor and the Company's response
to that letter. This review shall include considering:
(i) any difficulties encountered by the auditor in the course of
performing its audit work, including any restrictions on the
scope of its activities or its access to information; and
(ii) any changes required by the auditor in the scope or
performance of the Company's internal audit.
o Review and discuss major changes to the Company's auditing and
accounting principles and practices as may be suggested by the
independent auditor or management.
o Discuss with the independent auditor such issues as may be brought
to the Audit Committee's attention by the independent auditor
pursuant to Statement on Auditing Standards No. 61 ( "SAS 61").
o Based on the Audit Committee's review and discussions (1) with
management of the audited financial statements, (2) with the
independent auditor of the matters required to be discussed by SAS
61, and (3) with the independent auditor's concerning the
independent auditor's independence, make a recommendation to the
Board as to whether the Company's audited financial statements
should be included in the Company's annual Report on Form 10-K.
o Request that the independent auditor provide the Audit Committee
with the written disclosures and the letter required by Independence
Standards Board Standard No. 1, and review and discuss with the
independent auditor the independent auditor's independence.
o Prepare the Audit Committee report required by Item 306 of Schedule
14A of the Securities Exchange Act of 1934 (or any successor
provision) to be included on the Company's annual proxy statement.
C. Unaudited Quarterly Financial Statements
o Review and discuss with management and the independent auditor the
Company's quarterly financial statements. Such review shall include
discussions by the Chairman of the Audit Committee or the Audit
Committee with the independent auditor of such issues as may be
brought to the Chairman's or Audit Committee's attention by the
independent auditor pursuant to Statement on Auditing Standards No.
71.
D. Matters Relating to Selection, Performance and Independence of the
Independent Auditor
o Recommend to the Board the appointment of the independent auditor.
o Instruct the independent auditor that the independent auditor's
ultimate accountability is to the Board and the Audit Committee as
representatives of the Company's shareholders.
o Evaluate on an annual basis the performance of the independent
auditor and, if necessary in the judgment of the Audit Committee,
recommend that the Board replace the independent auditor.
o Recommend to the Board on an annual basis the fees to be paid to the
independent auditor.
o Require that the independent auditor provide the Audit Committee
with periodic reports regarding the auditor's independence, which
reports shall include but not be limited to a formal written
statement setting forth all relationships between the independent
auditor and the Company or any of its officers or directors. The
Audit Committee shall discuss such reports with the independent
auditor, and if necessary in the judgment of the Audit Committee,
the committee shall recommend that the Board take appropriate action
to ensure the independence of the auditor or replace the auditor.
E. Matters Relating to the Independence of the Audit Committee
o Periodically review the independence of each member of the Audit
Committee and promptly bring to the attention of management and the
Board any relationships or other matters that may in any way
17
compromise or adversely affect the independence of any member of the
Audit Committee or any member's ability to assist the Audit
Committee in fulfilling its responsibilities under this Charter,
including any such relationship or other matter that may have caused
or may in the future cause the Company to fail to comply with the
requirements set forth in Rule 4310 of the Marketplace Rules of the
National Association of Securities Dealers, Inc.
F. General
o The Audit Committee may be requested by the Board to review or
investigate on behalf of the Board activities of the Company or of
its employees, including compliance with the laws, regulations or
Company policies.
o Perform such other oversight functions as may be requested by the
Board.
o In performing its responsibilities, the Audit Committee shall be
entitled to rely upon advice and information that it receives in its
discussions and communications with management and the independent
auditor. The Audit Committee shall have the authority to retain
special legal, accounting or other professionals to render advice to
the committee. The Audit Committee shall have the authority to
request that any officer or employee of the Company, the Company's
outside legal counsel, the Company's independent auditor or any
other professional retained by the Company to render advice to the
Company, attend a meeting of the Audit Committee or meet with any
members of or advisors to the Audit Committee.
o Notwithstanding the responsibilities and powers of the Audit
Committee set forth in this Charter, the Audit Committee does not
have the responsibility of planning or conducting audits of the
Company's financial statements or determining whether or not the
Company's financial statements are complete, accurate and in
accordance with generally accepted accounting principles. Such
responsibilities are the duty of management and, to the extent of
the independent auditor's audit responsibilities, the independent
auditor. However, it is the duty of the Audit Committee to resolve
disagreements, if any, between management and the independent
auditor, to ensure compliance with laws, regulations or Company
policies.
18
EXHIBIT B
CCBT FINANCIAL COMPANIES, INC.
2001 DIRECTORS' STOCK OPTION PLAN
1. Purpose.
The purpose of this 2001 Directors' Option Plan (the "Plan") of CCBT
Financial Companies, Inc. (the "Company") is to promote the recruiting and
retention of highly qualified outside Directors of the Company and of Cape Cod
Bank and Trust Company (the "Bank") and to strengthen the commonality of
interest between directors and stockholders.
2. Administration.
The Plan will be administered by the Board of Directors of the Company,
whose construction and interpretation of the terms and provisions of the Plan
shall be final and conclusive. Grants of stock options under the Plan and the
amount and nature of the awards to be granted shall be automatic and
nondiscretionary in accordance with Section 5. However, all questions of
interpretation of the Plan or of any options issued under it shall be determined
by the Board of Directors and such determination shall be final and binding upon
all persons having an interest in the Plan. No director shall be liable for any
action or determination under the Plan made in good faith.
3. Participation in the Plan.
Directors of the Company or of the Bank who are not employees of the
Company shall be eligible to be granted options under the Plan.
4. Stock Subject to the Plan.
(a) The maximum number of shares which may be issued under the Plan shall
be 220,000 shares of the Company's Common Stock, $1.00 par value per share
("Common Stock"), subject to adjustment as provided in Section 8.
(b) If any outstanding option under the Plan for any reason expires or is
terminated without having been exercised in full, the shares allocable to the
unexercised portion of such option shall again become available for grant
pursuant to the Plan.
(c) All options granted under the Plan shall be non-qualified options which
are not intended to meet the requirements of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").
5. Terms, Conditions and Form of Options.
Each option granted under the Plan shall be evidenced by a written
agreement in such form as the Board of Directors shall from time to time
approve, which agreements shall comply with and be subject to the following
terms and conditions:
(a) Option Grant Dates. Options shall be granted automatically to all
eligible directors as follows:
(i) at the close of the 2001 annual meeting of stockholders, each
newly elected or continuing non-employee director of the
Company shall be granted an option to purchase 5,000 shares of
Common Stock and each newly elected or continuing non-employee
director of the Bank shall be granted an option to purchase
2,500 shares of Common Stock;
(ii) at the close of each annual meeting of stockholders held in
2002 and thereafter, each newly elected or continuing
non-employee director of the Company shall be granted an
option to purchase 4,000 shares of Common Stock and each newly
elected or continuing non-employee director of the Bank shall
be granted an option to purchase 2,000 shares of Common Stock;
and
(iii) an individual who serves as both a director of the Company and
of the Bank shall receive the option reserved for Company
directors and not both the options reserved for Company
directors and Bank directors.
19
(b) Option Exercise Price. The option exercise price per share for each
option granted under the Plan shall equal the closing price per share of the
Company's Common Stock on the NASDAQ System, or the principal exchange on which
the Common Stock is then listed, on the date of grant (or if no such price is
reported on such date, such price as reported on the nearest preceding date on
which such price is reported).
(c) Vesting. Each option grant shall vest at a rate of 25 percent of the
grant on each anniversary of the date of grant so long as the optionee remains a
non-employee director of the Bank or the Company on each such anniversary.
(d) Options Non-Transferable. Each option granted under the Plan by its
terms shall not be transferable by the optionee otherwise than by will or by the
laws of descent and distribution and shall be exercised during the lifetime of
the optionee only by such optionee.
(e) Exercise Period. Each vested option may be exercised at any time and
from time to time, in whole or in part, prior to the tenth anniversary of the
date of grant.
(f) Exercise Procedure. Options may be exercised only by written notice to
the Company at its principal office accompanied by payment of the full
consideration for the shares as to which they are exercised.
(g) Payment of Purchase Price. Payment of the exercise price may be made,
at the election of the optionee, (i) by delivery of cash or a check to the order
of the Company in an amount equal to the exercise price, (ii) by delivery to the
Company of shares of Common Stock of the Company already owned and held by the
optionee for at least six months and having a fair market value equal in amount
to the exercise price of the options being exercised, or (iii) by any
combination of such methods of payment. The fair market value of any shares of
Common Stock which may be delivered upon exercise of an option shall be
determined by the Company as of the date that such shares are delivered.
6. Assignments.
The rights and benefits under the Plan may not be assigned except as
provided in Section 5.
1. Limitation of Rights.
(a) No Right to Continue as a Director. Neither the Plan, nor the granting
of an option nor any other action taken pursuant to the Plan, shall constitute
or be evidence of any agreement or understanding, express or implied, that the
Company or the Bank will retain a director for any period of time.
(b) No Stockholder Rights with respect to Options. An optionee shall have
no rights as a stockholder with respect to the shares covered by his or her
option until the date of the issuance to him or her of a stock certificate
therefor, and no adjustment will be made for dividends or other rights for which
the record date is prior to the date such certificate is issued.
2. Adjustment Provisions.
(a) Recapitalizations. If, through or as a result of any merger,
consolidation, sale of all or substantially all of the assets of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar transaction, (i) the outstanding shares of
Common Stock are increased or decreased or are exchanged for a different number
or kind of shares or other securities of the Company, or (ii) additional shares
or new or different shares or other securities of the Company or other non-cash
assets are distributed with respect to such shares of Common Stock or other
securities, an appropriate and proportionate adjustment may be made in (i) the
maximum number and kind of shares reserved for issuance under the Plan, (ii) the
number and kind of shares or other securities subject to any then outstanding
options under the Plan, (iii) the price for each share subject to any then
outstanding options under the Plan, without changing the aggregate purchase
price as to which such options remain exercisable, and (iv) the formula
provision set forth in Section 5.
(b) Mergers. In the event of a consolidation or merger or sale of all or
substantially all of the assets of the Company in which outstanding shares of
Common Stock are exchanged for securities, cash or other property of any other
corporation or business entity or in the event of a liquidation of the Company,
the Board of Directors of the Company, or the board of directors of any
corporation assuming the obligations of the Company, may, in its discretion,
take any one or more of the following actions, as to outstanding options: (i)
provide that such options shall be assumed or equivalent options shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof), (ii) upon written notice to the optionees, provide that all
unexercised options will terminate immediately prior to the consummation of such
20
transaction unless exercised by the optionee within a specified period following
the date of such notice, and/or (iii) in the event of a merger under the terms
of which holders of the Common Stock of the Company will receive upon
consummation thereof a cash payment for each share surrendered in the merger
(the "Merger Price"), make or provide for a cash payment to the optionees equal
to the difference between (A) the Merger Price times the number of shares of
Common Stock subject to such outstanding options (to the extent then exercisable
at prices not in excess of the Merger Price) and (B) the aggregate exercise
price of all such outstanding options in exchange for the termination of such
options.
3. Amendment of the Plan.
The Board of Directors shall have the right to amend or modify the
terms and provisions of the Plan and of any outstanding option; provided,
however, that the termination or any modification or amendment of the Plan and
of any outstanding option shall not, without the consent of an optionee,
adversely affect his or her rights under an option previously granted to him or
her.
4. Notice.
Any written notice to the Company required by any of the provisions of
the Plan shall be addressed to the Chief Executive Officer of the Company and
shall become effective when it is received.
5. Effective Date.
The Plan shall become effective when adopted by the Board of Directors,
but no options granted under the Plan shall become exercisable unless and until
the Plan shall have been approved by the Company's stockholders.
6. General Obligations.
(c) Investment Representations. The Company may require any person to whom
an option is granted, as a condition of exercising such option, to give written
assurances in substance and form satisfactory to the Company to the effect that
such person is acquiring the Common Stock subject to the option for his or her
own account for investment and not with any present intention of selling or
otherwise distributing the same, and to such other effects as the Company deems
necessary or appropriate in order to comply with federal and applicable state
securities laws.
(d) Compliance With Securities Laws. Each option shall be subject to the
requirements that if, at any time, counsel to the Company shall determine that
the listing, registration or qualification of the shares subject to such option
upon any securities exchange or under any state or federal law, or the consent
or approval of any governmental or regulatory body, or that the disclosure of
non-public information or the satisfaction of any other condition is necessary
as a condition of, or in connection with, the issuance or purchase of shares
thereunder, such option may not be exercised, in whole or in part, unless such
listing, registration, qualification, consent or approval, or satisfaction of
such conditions shall have been effected or obtained on conditions acceptable to
the Board of Directors. Nothing herein shall be deemed to require the Company to
apply for or to obtain such listing, registration, qualification, consent or
approval, or to satisfy such condition.
7. Governing Law.
The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the Commonwealth of Massachusetts.
Adopted by the Board of Directors
on February 1, 2001
21
PLEASE MARK VOTES
[X] AS IN THIS EXAMPLE
REVOCABLE PROXY
CCBT FINANCIAL COMPANIES, INC.
Proxy for the Annual Meeting of Stockholders
to be held on April 26, 2001
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned stockholder(s) of CCBT Financial Companies, Inc. (the
"Company") hereby appoints John F. Aylmer, George D. Denmark and William C.
Snow, or each of them acting singly, as Proxies of the undersigned, with full
power to substitute, and authorizes each of them to represent and to vote all
shares of Common Stock of the Company held of record by the undersigned at the
close of business on March 6, 2001, at the Annual Meeting of Stockholders (the
"Annual Meeting") to be held at 11:00 a.m., local time, on Thursday, April 26,
2001 at the Cape Cod Bank and Trust Company, N.A., Customer Service Center, 31
Workshop Road, South Yarmouth, Massachusetts, and at any adjournments or
postponements thereof. The undersigned stockholder(s) hereby revokes any proxy
or proxies heretofore given.
_________________________________________
Please be sure to sign and date Date
this Proxy in the box below.
________________________________________________________________________________
________Stockholder sign above_________Co-holder (if any) sign above____________
1. Proposal to elect the following people as Directors of the Company:
For a 3 Year Term:
John F. Aylmer and John Otis Drew
For a 1 Year Term:
Daniel A. Wolf
Withheld
For All From All For All
Nominees Nominees Except
[_] [_] [_]
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
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2. Proposal to elect Mr. John S. Burnett as the Clerk of the Company.
For Against Abstain
[_] [_] [_]
3. Proposal to approve the Company's 2001 Directors' Stock Option Plan.
For Against Abstain
[_] [_] [_]
The undersigned stockholder(s) authorizes the proxies to vote on the above
matters as indicated and to vote, in their discretion, upon such other matters
as may properly come before the Annual Meeting, or any adjournments thereof.
When properly executed this proxy will be voted as directed by the
undersigned stockholder(s). UNLESS CONTRARY DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED "FOR" PROPOSALS ONE, TWO AND THREE AND IN ACCORDANCE WITH THE
DETERMINATION OF THE PROXY HOLDERS AS TO OTHER MATTERS. A stockholder wishing to
vote in accordance with the Board of Director's recommendation need only sign
and date this Proxy and return it in the enclosed envelope prior to the Annual
Meeting, to be held on April 26, 2001. The undersigned stockholder hereby
acknowledges receipt of the Notice of the Annual Meeting and Proxy Statement.
The undersigned stockholder may revoke this proxy at any time prior to its
exercise by filing a written notice of revocation with, or by delivering a duly
executed proxy bearing a later date to, the Clerk of the Company or by attending
the Annual Meeting and voting in person.
=> Detach above card, sign, date and mail in postage paid envelope provided. =>
CCBT FINANCIAL COMPANIES, INC.
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PLEASE VOTE, DATE, SIGN AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name(s) appear(s) on the books of the
Company. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, this signature should
be that of an authorized officer who should state his or her title.
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