INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A STATEMENT
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
---
Filed by the Registrant [ ] Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Soliciting Material Pursuant to Rule 14a-11(c)
or Rule 14a-12
[ ] Confidential, for use of the Commission only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
Atlantic BancGroup, Inc.
----------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Richard Pearlman, Igler & Dougherty, P.A., 1501 Park Avenue East
----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other than the Registrant)
Tallahassee, Florida (850) 878-2411
------------------------------------
Payment of Filing Fee (Check the appropriate box):
|X| No fee required. [ ] Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
NOT APPLICABLE
(2) Aggregate number of securities to which transaction applies:
NOT APPLICABLE
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined)
NOT APPLICABLE
(4) Proposed maximum aggregate value of transaction: NOT APPLICABLE
(5) Total fee paid: NOT APPLICABLE
[ ] 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 of schedule and the date of its filing.
(1) Amount Previously Paid: NOT APPLICABLE
(2) Form, Schedule or Registration Statement No.: NOT APPLICABLE
(3) Filing Party: NOT APPLICABLE
(4) Date Filed: NOT APPLICABLE
March 26, 2001
Dear Fellow Shareholders:
It is our pleasure to invite you to attend Atlantic BancGroup Inc.'s
2001 Annual Meeting of Shareholders. This year's Annual Meeting will be held at
the Sea Turtle Inn, 1 Ocean Boulevard, Atlantic Beach, Florida, on Thursday,
April 26, 2001, at 2:00 p.m., Eastern Time.
The Notice of the Annual Meeting of Shareholders and Proxy Statement
attached to this letter describe the formal business that will be transacted at
the Annual Meeting and provide material information concerning that business.
Directors and officers of Atlantic BancGroup, Inc., as well as a representative
of the accounting firm, Stevens, Powell & Company, P.A., will be present at the
Annual Meeting to respond to your questions.
YOUR VOTE IS IMPORTANT. Please sign and date the enclosed Proxy Card
promptly and return it in the postage-paid envelope which has been provided.
Should you attend the Annual Meeting and prefer to vote in person, you will be
given that opportunity.
On behalf of the Board of Directors and all the employees of Atlantic
BancGroup, Inc., we look forward to seeing you at the Annual Meeting.
Sincerely,
Barry W. Chandler
Chief Executive Officer
------------------------
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 26, 2001
-------------------
NOTICE IS HEREBY GIVEN that the 2001 Annual Meeting of Shareholders of
Atlantic BancGroup, Inc. ("Annual Meeting") will be held at Sea Turtle Inn, 1
Ocean Boulevard, Atlantic Beach, Florida, on April 26, 2001, at 2:00 p.m.,
Eastern Time to consider the following proposals:
Proposal I The election of three Class II members of the Board of
Directors, each for a three-year term;
Proposal II The ratification of the Indexed Retirement Plan for
the members of Atlantic BancGroup, Inc.'s Board
of Directors;
Proposal III The ratification of the Indexed Retirement Plan for
one former and three current officers of Atlantic
BancGroup, Inc. or Oceanside Bank;
Proposal IV The ratification of the appointment of Stevens, Powell &
Company, P.A. as the independent auditors for Atlantic
BancGroup, Inc., and its wholly-owned subsidiary, for
the fiscal year ending December 31, 2001; and
Proposal V The adjournment of the Annual Meeting to solicit
additional proxies in the event there are not
sufficient votes to approve any of the foregoing
Proposals; and
To transact any other business that properly comes before the Annual
Meeting, or any adjournment thereof.
The Board of Directors has fixed the close of business on February 28,
2001, as the record date for the determination of shareholders entitled to
notice of, and to vote at, the Annual Meeting. Only holders of common stock of
record at that time will be entitled to vote at the Annual Meeting, or any
adjournment thereof. In the event there are insufficient votes to approve any
Proposal at the Annual Meeting, the Annual Meeting may be adjourned pursuant to
Proposal V, to permit further solicitation of proxies by Atlantic BancGroup,
Inc.
By Order of the Board of Directors,
David L. Young
Corporate Secretary
Jacksonville Beach, Florida
March 26, 2001
-----------------------------------------------------------------------
ATLANTIC BANCGROUP, INC.
-----------------------------------------------------------------------
1315 South Third Street
Jacksonville Beach, Florida 32250
------------------
PROXY STATEMENT
------------------
GENERAL INFORMATION
Annual Meeting
- --------------------------------------------------------------------------------
DATE: April 26, 2001
TIME: 2:00 p.m. (Eastern Time)
LOCATION: Sea Turtle Inn, 1 Ocean Boulevard, Atlantic Beach, Florida
- --------------------------------------------------------------------------------
Solicitation and Voting of Proxies
This Proxy Statement and the accompanying Proxy Card are being
furnished to shareholders of record as of the close of business on February 28,
2001, in connection with the solicitation of proxies by the Board of Directors
of Atlantic BancGroup, Inc. ("Atlantic BancGroup"), the parent holding company
of Oceanside Bank ("Bank"). Proxies obtained by the Board of Directors will be
voted at Atlantic BancGroup's 2001 Annual Meeting of Shareholders ("Annual
Meeting"). Please note that Atlantic BancGroup and the Bank are collectively
referred to herein as the "Company." Atlantic BancGroup's Annual Report,
including financial statements for the fiscal year ended December 31, 2000,
accompanies this Proxy Statement, which is first being mailed to shareholders on
or about March 26, 2001.
Regardless of the number of shares of common stock that you own, it is
important that your shares be represented by proxy or that you be present at the
Annual Meeting. To vote by proxy, please indicate your vote in the spaces
indicated on the enclosed Proxy Card and return it signed and dated, in the
enclosed postage-paid envelope. Proxies obtained by the Board of Directors will
be voted in accordance with the directions given therein. Where no instructions
are given, proxies will be voted:
* "FOR" the election of the three Class II director nominees;
* "FOR" the ratification of the appointment of Stevens, Powell &
Company, P.A. as the independent auditors for the fiscal year
ending December 31, 2001;
* "FOR" the ratification of the Indexed Retirement Plan for the
members of Atlantic BancGroup's Board of Directors; and
* "FOR" the ratification of the Indexed Retirement Plan for one
former and three current officers of the Company;
* "FOR" the adjournment of the Annual Meeting to solicit additional
proxies if there are not sufficient votes to approve any of the
Proposals.
It is important that your proxy be returned promptly. Therefore,
whether or not you plan to be present at the Annual Meeting, please complete,
sign and date the enclosed Proxy Card and return it in the enclosed postage-paid
envelope.
Revocation of Proxy
Your presence at the Annual Meeting will not automatically revoke your
proxy. You may revoke a proxy, however, at any time prior to its exercise by:
* delivering a written notice of revocation to Atlantic BancGroup;
* delivering a duly executed proxy bearing a later date to Atlantic
BancGroup; or
* attending the Annual Meeting and voting in person.
Voting Procedures
Our Articles of Incorporation do not provide for cumulative voting.
Under the Florida Business Corporation Act ("Act"), directors are elected by a
plurality of the votes cast at a meeting at which a quorum is present. Our
Bylaws provide that a majority of shares entitled to vote and represented in
person or by proxy at a shareholder meeting constitutes a quorum. Therefore,
each shareholder of record on the record date has the right to vote, in person
or by proxy, the number of shares owned by him or her for as many director
nominees as there are directors to be elected. For example, if you own five
shares, you may vote a maximum of five shares for each director to be elected.
Other matters are approved if affirmative votes cast for a proposal
exceed the votes cast against that proposal at a meeting at which a quorum is
present, unless a greater number of affirmative votes or voting by classes is
required by the Act or our Articles of Incorporation. Abstentions and broker
non-votes have no effect under the Act.
If your shares are held in "street name," under certain circumstances
your brokerage firm may vote your shares. Brokerage firms have authority to vote
their customers' shares on certain "routine" matters, including the election of
directors. When a brokerage firm votes its customers' shares on routine matters,
these shares are also counted for purposes of establishing a quorum to conduct
business at the meeting. A brokerage firm cannot vote its customer's shares on
non-routine matters. Accordingly, these shares are not counted as votes against
a non-routine matter, but rather not counted at all for these matters. We,
therefore, encourage you to provide instructions to your brokerage firm as to
how your proxy should be voted. This ensures your shares will be voted at the
Annual Meeting.
There are two non-routine matters being considered at the Annual
Meeting: Proposal II, the ratification of the Indexed Retirement Plan for the
members of Atlantic BancGroup's Board of Directors and Proposal III, the
ratification of the Indexed Retirement Plan for one former and three current
2
officers of the Company. If you do not complete your Proxy Card, your brokerage
firm may either vote your shares on the routine matters or leave your shares
unvoted.
The close of business on February 28, 2001, has been fixed by the Board
of Directors as the "record date" for determination of shareholders entitled to
notice of, and to vote at, the Annual Meeting, and any adjournment thereof. On
the record date, there were 597,350 shares of Atlantic BancGroup common stock
outstanding (including shares of Oceanside Bank that had not yet been exchanged
for Atlantic BancGroup shares) which were held by approximately 750
shareholders.
Beneficial Ownership
The following table contains information regarding the only people
known to us to be the beneficial owners of 5% or more of the outstanding shares
of Atlantic BancGroup common stock as of the record date.
- --------------------------------------------------------------------------------
Name of Beneficial Owner Number of Shares Percent of Class
- -------------------------- ---------------- ----------------
Robin H. Scheiderman 42,000(1) 6.78%
Gordon K. Watson 61,300(2) 9.80
M. Michael Witherspoon 45,320(3) 7.32
- --------------------------------------------------------------------------------
(1) Includes 21,000 shares subject to presently exercisable warrants
and 1,000 shares and 1,000 warrants owned by Ms. Scheiderman's
husband and sister-in-law.
(2) Includes 28,400 shares subject to presently exercisable warrants.
(3) Includes 22,160 shares subject to presently exercisable warrants.
BOARD OF DIRECTORS MEETINGS
During the year ended December 31, 2000, Atlantic BancGroup's Board of
Directors held 12 meetings. No director attended fewer than 75% of the total
meetings of the Board of Directors and those committees on which that director
served. Atlantic BancGroup currently does not pay fees to its directors. The
Bank, however, pays directors $500 per month for attending Board meetings.
Directors who serve on the Loan Committee receive an additional $100 per
meeting.
COMMITTEES OF THE BOARD OF DIRECTORS
General
In 2000, Atlantic BancGroup had only one standing committee, the Audit
Committee, which was comprised of the same members that serve on the Bank's
Audit Committee. Atlantic BancGroup's Audit Committee met four times during the
year. The standing committees of the Bank are the: Audit Committee, Loan
Committee, and Asset-Liability/Investment Committee. The composition of each
3
Bank Board Committee is reflected in the following table:
(Table follows this page)
- --------------------------------------------------------------------------------
Asset-Liability/
Board Member Audit Investment Loan
- --------------------------------------------------------------------------------
Dr. Frank J. Cervone X
- --------------------------------------------------------------------------------
Barry W. Chandler X X
- --------------------------------------------------------------------------------
Jimmy D. Dubberly Chairman
- --------------------------------------------------------------------------------
Donald F. Glisson, Jr. Chairman X
- --------------------------------------------------------------------------------
Robin H. Scheiderman X X
- --------------------------------------------------------------------------------
Gordon K. Watson X
- --------------------------------------------------------------------------------
Conrad L. Williams X X
- --------------------------------------------------------------------------------
Dennis M. Wolfson Chairman
- --------------------------------------------------------------------------------
Audit Committee
The Audit Committee reviews the Company's auditing, accounting,
financial reporting and internal control functions pursuant to a Charter adopted
by the Board of Directors on July 20, 2000. A copy of the Charter is included in
this Proxy Statement as Exhibit A. The Audit Committee recommends to the Board
the Company's independent auditor and reviews its services. The Audit Committee
is comprised of only nonemployee directors. As part of its duties, the Audit
Committee reviewed and discussed with both Atlantic BancGroup's management and
independent auditors:
* the Company's audited financial statements for the fiscal year
ended December 31, 2000;
* those matters required to be discussed by Statement on Auditing
Standards 61; and
* the written disclosures and letter from the independent auditor
regarding its independence as required by Independence Standards
Board Standard No. 1.
Based upon these reviews and discussions, the Audit Committee
recommended that the Company's audited financial statements be included in
Atlantic BancGroup's Form 10-KSB for the fiscal year ended December 31, 2000.
Asset-Liability/Investment Committee
The Asset-Liability/Investment Committee establishes the asset and
liability management policies of the Bank, monitors and sets limitations for
interest-rate risk and formulates loan pricing.
4
Loan Committee
The Loan Committee meets as required to act upon significant loan
requests made to the Bank.
PROPOSAL I -- ELECTION OF DIRECTORS
The Board of Directors is presently comprised of eight members.
Atlantic BancGroup's Articles of Incorporation provide that directors shall be
divided into three classes, which each serve for staggered three-year terms.
This year, Class II directors are to be elected. To the best of our knowledge,
no director nominee is being proposed for election pursuant to any agreement
between that person and any other person.
The three nominees named herein have indicated that they are willing to
stand for election and to serve as directors if elected. Should a director
nominee become unable or unwilling to serve, proxies will be voted for the
election of such other person as the Board of Directors may choose to nominate.
The affirmative vote of a plurality of the votes cast at the Annual
Meeting is needed to elect a director. Abstentions and withheld votes will have
the same effect as votes against a director nominee.
Information relating to the business experience, age and beneficial
ownership of Atlantic BancGroup's capital stock of each director nominee,
continuing director and non-director officer is set forth below.
DIRECTOR NOMINEES
CLASS II DIRECTORS
TERMS TO EXPIRE IN 2004
Donald F. Glisson, Jr., age 41, is Chairman of the Board of Atlantic BancGroup
and a director of the Bank. Since 1982, Mr. Glisson has
served as President of Triad Financial Services, Inc. in Jacksonville. He
is a graduate of Florida State University.
25,900 shares of common stock, (1)
4.24% of common stock outstanding
Robin H. Scheiderman, age 44, is a director of Atlantic BancGroup and the Bank.
Ms. Scheiderman is a self-employed certified public accountant. She earned a
Bachelors degree and a Masters degree from the University of North Florida and
resides in St. Augustine.
42,000 shares of common stock, (1)(2)
6.79% of common stock outstanding
Gordon K. Watson, age 51, is a director of Atlantic BancGroup and the Bank. Mr.
Watson is an attorney with the law firm of Watson & Osborne, P.A. in
Jacksonville. He resides in Ponte Vedra Beach and is a graduate of the
University of Florida.
61,300 shares of common stock, (1)
9.80% of common stock outstanding
5
CONTINUING DIRECTORS
CLASS I DIRECTORS
TERMS EXPIRING IN 2002
Dr. Frank J. Cervone, age 48, is a director of Atlantic BancGroup and the Bank.
Dr. Cervone is an endodontist, who has practiced in Jacksonville Beach since
1990. He is a graduate of the University of Pittsburgh.
24,400 shares of common stock, (1)
4.00% of common stock outstanding
Barry W. Chandler, age 49, is a director of Atlantic BancGroup and Chairman of
the Board of the Bank. Mr. Chandler has served as President and Chief Executive
Officer of Atlantic BancGroup since April 2000, President of the Bank since 1996
and Chief Executive Officer of the Bank since December 1999. Prior to joining
the Company, Mr. Chandler was with Ponte Vedra National Bank from 1990 to 1996.
He is a graduate of the Graduate School of Retail Banking Management of the
University of Virginia.
25,000 shares of common stock, (1)
4.10% of common stock outstanding
Jimmy D. Dubberly, age 59, is a director of Atlantic BancGroup and the Bank. Mr.
Dubberly is the President of South Georgia Bank, Glenville, Georgia, a position
he has held since 1986. Mr. Dubberly attended Armstrong State College, the
University of Georgia and Louisiana State University.
12,400 shares of common stock, (1)
2.05% of common stock outstanding
CLASS III DIRECTORS
TERMS EXPIRING IN 2003
Conrad L. Williams, age 71, is a director of Atlantic BancGroup and the Bank.
Mr. Williams is a retired veterinarian. He resides in Atlantic Beach and is a
graduate of the University of Georgia, College of Veterinarian Medicine.
10,000 shares of common stock, (1)
1.66% of common stock outstanding
Dennis M. Wolfson, age 59, is a director of Atlantic BancGroup and the Bank. Mr.
Wolfson is a self-employed real estate developer and investor. Mr. Wolfson is a
trustee and executive committee member of Wolfson Children's Hospital in
Jacksonville. He is a graduate of the University of Georgia and resides in
Jacksonville.
12,500 shares of common stock, (1)
2.07% of common stock outstanding
NON-DIRECTOR OFFICER
David L. Young, age 55, is Executive Vice President and Chief Financial Officer
of Atlantic BancGroup and Executive Vice President and Chief Financial Officer
of the Bank. Mr. Young joined the Company in May 1997. Prior to joining the
Company, Mr. Young was the Finance Manager for the Loan and Investment Operation
Division of Barnett Bank in Jacksonville from 1995 to 1997. He is a graduate of
6
Jacksonville University and the Graduate School of Retail Banking Management at
the University of Virginia.
4,000 shares of common stock, (1)
0.67% of common stock outstanding
All Directors and Executive Officers As A Group
217,500 shares of common stock (1)
30.90% of common stock outstanding
(Footnotes follow this page.)
- ---------------------------------------------
(1) Includes shares for which the named person:
* has sole voting and investment power;
* has shared voting and investment power with a spouse;
* holds in an IRA or other retirement plan program; or
* may acquire by exercising stock warrants.
(2) Includes 1,000 shares and 1,000 warrants owned by Ms. Scheiderman's
husband and sister-in-law.
- --------------------------------------------------------------------------------
The Board of Directors Recommends that the Shareholders
Vote "For" the Election of the Three Class II Director Nominees.
- --------------------------------------------------------------------------------
EXECUTIVE COMPENSATION
Summary Compensation Table
The following Summary Compensation Table shows compensation information
regarding Barry W. Chandler, President and Chief Executive Officer of Atlantic
BancGroup and the Bank and M. Michael Witherspoon, former Chief Executive
Officer and President of Atlantic BancGroup. No other executive officer received
compensation at a level required to be reported herein by the Securities and
Exchange Commission regulations.
- --------------------------------------------------------------------------------
Annual Compensation
- --------------------------------------------------------------------------------
Other
Name and Annual
Principal Position Year Salary (1) Bonus (2) Compensation(3)
- ------------------ ----
M. Michael Witherspoon 2000 $89,760 $ - $ 1,300
President/CEO until 4/5/00 1999 98,520 500 6,584
- --------------------------------------------------------------------------------
Barry W. Chandler 2000 $111,300 $4,000 $ 7,568
President/CEO 1999 95,598 500 2,200
- --------------------------------------------------------------------------------
(1) Total base salary paid during the calendar year.
(2) Annual incentive award paid for results achieved during the calendar year.
(3) All additional forms of cash and non-cash compensation paid, awarded or
earned.
7
Benefits
Officers of the Company are provided hospitalization, major medical,
short- and long-term disability, dental insurance and term life insurance under
group plans on generally the same terms as are offered to all full-time
employees.
Employment Contracts
Atlantic BancGroup does not have employment agreements with any of its
employees.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain directors, executive officers and principal shareholders
(defined as individuals owning 5% or more of Atlantic BancGroup's common stock)
of Atlantic BancGroup and its subsidiaries are customers of, and have banking
relations with, the Bank. Loans made to these individuals are governed under the
provisions of Section 22(h) of the Federal Reserve Act. Section 22(h) requires
that any loans made by the Bank to such individuals, or to any related interest
of such individuals, must: (i) be on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with non-affiliated parties and; (ii) not involve more than the
normal risk of repayment or present other unfavorable features. These
restrictions do not affect preferential loans to full-time employees who are not
directors or executive officers of the Company.
The following table sets forth information as to all directors and
executive officers of the Company, including members of their immediate families
and affiliated entities, who had loans in the aggregate of $60,000 or more
during the year ended December 31, 2000.
- ------------------------------------------------------------------------------------------------------------------------------------
Highest
Maturity Balance Principal Interest Type
Date of Date of During Balance at Rate as of of
Name or Related Entity Loan Loan 2000 12/31/00 12/31/00 Loan
- ------------------------------------------------------------------------------------------------------------------------------------
Frank J. Cervone, D.M.D. 5/22/98 4/22/08 $ 187,245 $ 172,799 8.50% CM
5/12/99 5/15/04 27,364 21,986 7.75 IL
Robin H. Scheiderman 10/14/97 10/15/07 84,339 78,969 11.50 LOC
Triad Financial Services 11/6/00 5/6/04 38,134 37,328 8.25 IL
(Don Glisson) 4/15/99 4/15/02 11,684 7,168 7.75 IL
Watson & Osborne, P.A. 2/11/98 2/11/01 953 0 9.50 LOC
(Gordon K. Watson)
Gordon K. Watson 11/1/97 11/16/02 21,135 0 9.00 IL
Dennis M. Wolfson 6/6/00 6/6/01 35,000 7,500 10.50 LOC
11/16/00 11/16/05 20,501 20,200 9.25 IL
2/11/00 2/12/05 25,669 22,056 8.00 IL
12/15/98 1/15/20 355,122 0 8.25 CM
10/22/97 10/15/02 10,000 9,105 12.50 LOC
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
Note: "CM" means commercial mortgage loan; "IL" means installment fixed rate consumer loan; "LOC" means line of credit.
</FN>
8
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To the best of Atlantic BancGroup's knowledge, during 2000, each of its
directors and officers timely filed all reports required by Section 16(a) of the
Securities Exchange Act of 1934. Atlantic BancGroup has no record of any person
having beneficial ownership of 10% or more of its common stock.
PROPOSAL II --
RATIFICATION OF THE INDEXED RETIREMENT PLAN FOR DIRECTORS
The Board of Directors has adopted, subject to shareholder
ratification, an Indexed Retirement Plan ("IRP") to cover certain Company
officers and current directors of Atlantic BancGroup. The matter of the
individual officer awards is presented in Proposal III of this Proxy Statement.
The directors that are participants in the IRP are: Frank J. Cervone, Jimmy D.
Dubberly, Donald F. Glisson, Jr., Robin H. Scheiderman, Gordon K. Watson, Conrad
L. Williams and Dennis M. Wolfson.
The IRP is administered through the use of individual Director Indexed
Retirement Agreements and Split Dollar Agreements, the terms of which are
substantially identical for all participants. A sample Director Indexed
Retirement Agreement and Split Dollar Agreement are included herewith as Exhibit
B and Exhibit C, respectively.
The purpose of the IRP is to help attract and retain qualified
directors by offering a retirement benefit which would reward the directors for
their years of service to the Company. The IRP, as presented in this Proposal
II, must be ratified by a majority vote of the outstanding shares represented at
this Annual Meeting in order to become effective. Benefits under the IRP vest
over a five-year period, beginning in 1998, the first full year of service
provided to the Company. At December 31, 2000, each director would be 60% vested
under the IRP.
In order to fund the IRP for directors, Atlantic BancGroup has
purchased a pool of life insurance policies using $700,000 that had been
previously invested in Federal Funds. The cost allocation is $100,000 per
director.
9
The individual policies have cash surrender values that can
progressively grow, based on a fluctuating index of life insurance securities,
resulting in an earnings stream. The portion of that earnings stream equal to
what Atlantic BancGroup had been earning on its Federal Funds investment is
realized as income by Atlantic BancGroup. The variable portion above what is
retained by Atlantic BancGroup is used to fund the IRP for the seven director
participants.
Beginning at age 65 (except for Mr. Williams, who will receive his
first payment at age 74) and continuing for a total of 15 years, the directors
will each receive an annual cash retirement benefit payment. The size of these
payments will depend on the growth in value of the purchased pool of life
insurance policies. In addition, the beneficiaries of Messrs. Cervone, Glisson
and Wolfson and Ms. Scheiderman will each receive $100,000 death benefits,
payable upon the respective participant's death. Due to the fact that Messrs.
Dubberly, Watson and Williams were determined not to be insurable, they will
each receive a larger lump sum payment in their 15th year of receiving
retirement benefits. In 2000, the IRP provided Atlantic BancGroup with $21,300
in income.
- --------------------------------------------------------------------------------
The Board of Directors Recommends that the Shareholders Vote "For"
Ratifying the Indexed Retirement Plan for the Directors.
- --------------------------------------------------------------------------------
PROPOSAL III --
RATIFICATION OF THE INDEXED RETIREMENT PLAN FOR CERTAIN OFFICERS
The Board of Directors has adopted, subject to shareholder
ratification, an Indexed Retirement Plan ("IRP") to cover certain Company
officers and the current directors of Atlantic BancGroup. The matter of the
individual director awards is covered in Proposal II of this Proxy Statement.
This Proposal is to vote on the awards made to former director and Chief
Executive Officer M. Michael Witherspoon; director, Chief Executive Officer and
President Barry W. Chandler; Executive Vice President and Chief Financial
Officer David L. Young; and Bank Senior Vice President Grady R. Kearsey.
The IRP is administered through the use of individual Executive Indexed
Retirement Agreements and Split Dollar Agreements, the terms of which are
substantially identical for all participants. A sample Executive Indexed
Retirement Agreement and Split Dollar Agreement are included herewith as Exhibit
D and Exhibit E, respectively.
The purpose of the IRP is to help attract and retain qualified
management for the Company by offering a benefit that rewards certain key
officers for their years of service to the Company. The IRP, as presented in
this Proposal III, must be approved by a majority vote of the outstanding shares
represented at the Annual Meeting in order to become effective. Benefits under
the IRP vest over a five-year period beginning in 1998, the first full year of
service provided to the Company. At December 31, 2000, except for Mr.
Witherspoon, all officer participants were 60% vested under the IRP. Mr.
10
Witherspoon resigned his position on April 5, 2000, and therefore, is 40% vested
in the IRP.
In order to fund the IRP for certain officers, Atlantic BancGroup has
purchased a pool of life insurance policies with $400,000 that had been
previously invested in Federal Funds. The cost of this investment is as follows:
(Table follows this page)
Name or Positions Dollar Value
- --------------------------------------------------------------------------------
M. Michael Witherspoon
Former Director, President and
Chief Executive Officer $100,000
Barry W. Chandler
Director, President and
Chief Executive Officer 100,000
All Officers 400,000
All Non-Employee Directors 700,000
- --------------------------------------------------------------------------------
The individual policies have cash surrender values that can
progressively grow, based on a fluctuating index of life insurance securities,
resulting in an earnings stream. The portion of that earning stream equal to
what Atlantic BancGroup had been earning on its Federal Funds investment is
realized as income by Atlantic BancGroup. The variable portion above what is
retained by Atlantic BancGroup, is used to fund the IRP for the four officer
participants.
Beginning at age 65 and continuing for a total of 15 years, the IRP
participants will each receive an annual cash retirement benefit payment. The
size of these payments will depend on the growth in value of the purchased pool
of life insurance policies. In addition, the beneficiaries of Messrs. Chandler,
Kearsey, Witherspoon and Young will each receive $100,000 death benefits,
payable upon the respective participant's death. In 2000, the IRP provided
Atlantic BancGroup with $21,300 in income.
- --------------------------------------------------------------------------------
The Board of Directors Recommends that the Shareholders Vote "For"
Ratifying the Indexed Retirement Plan for the
One Former and Three Current Officers.
- --------------------------------------------------------------------------------
11
PROPOSAL IV -- RATIFICATION OF THE APPOINTMENT OF THE
INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2001
Following consultation with the Audit Committee, the Board of Directors
intends to retain the accounting firm of Stevens, Powell & Company, P.A. as the
independent auditor for the Company for the fiscal year ending December 31,
2001. A representative from the firm is expected to be present at the Annual
Meeting to make a statement and respond to shareholder questions.
The aggregate fees billed for professional services by Stevens,
Powell & Company, P.A., in connection with the audit of the annual financial
statements for the fiscal year ended December 31, 2000 and the reviews of the
financial statements included in Atlantic BancGroup's quarterly filings with the
Securities and Exchange Commission were $38,300. In addition to fees billed for
audit services and interim reviews of financial statements for 2000, Stevens,
Powell & Company, P.A., billed the Company $7,275, which was substantially for
tax-related services and accounting consultation.
- --------------------------------------------------------------------------------
The Board of Directors Recommends that Shareholders Vote "For"
the Appointment of Stevens, Powell & Company, P.A. as the
Independent Auditor for the Fiscal Year Ending December 31, 2001.
- --------------------------------------------------------------------------------
PROPOSAL V -- ADJOURNMENT OF ANNUAL MEETING
The Board of Directors seeks your approval to adjourn the Annual
Meeting in the event that there are not a sufficient number of votes to approve
Proposals I, II, III or IV at the Annual Meeting. In order to permit proxies
that have been timely received by Atlantic BancGroup to be voted for an
adjournment, we are submitting this Proposal as a separate matter for
consideration. If it is necessary to adjourn the Annual Meeting and the
adjournment is for a period of less than 30 days, no notice of the time or place
of the reconvened Annual Meeting will be given to shareholders, other than an
announcement made at the Annual Meeting.
- --------------------------------------------------------------------------------
The Board of Directors Recommends that Shareholders Vote "For"
the Adjournment of the Annual Meeting.
- --------------------------------------------------------------------------------
SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in Atlantic BancGroup's proxy
materials for the 2002 Annual Meeting, any shareholder's proposal to take action
at that Meeting must be received at our corporate office at 1315 South Third
12
Street, Jacksonville Beach, Florida 32250, no later than November 26, 2001. Any
such proposals shall be subject to the requirements of the proxy rules
(Regulation 14A) adopted under the Securities Exchange Act of 1934, as amended.
NOTICE OF BUSINESS TO BE CONDUCTED AT AN
ANNUAL MEETING AND SHAREHOLDER NOMINATIONS
Our Bylaws provide an advance notice procedure for bringing certain
business, including nominations for directors, before an Annual Meeting. For a
shareholder to properly bring business before an Annual Meeting, the shareholder
must give written notice to Atlantic BancGroup's Corporate Secretary not less
than ten days before the time originally fixed for such meeting.
SOLICITATION
The cost of soliciting proxies on behalf of the Board of Directors for
the Annual Meeting will be borne by Atlantic BancGroup. Proxies may be solicited
by directors, officers or our regular employees, in person or by telephone,
e-mail or mail. We are requesting persons and entities holding shares in their
names, or in the names of their nominees, to send proxy materials to, and obtain
proxies from, such beneficial owners. Those persons and entities will be
reimbursed for their reasonable out-of-pocket expenses.
OTHER MATTERS WHICH MAY PROPERLY COME BEFORE
THE ANNUAL MEETING
The Board of Directors knows of no other business that will be
presented for consideration at the Annual Meeting, other than those matters
described in this Proxy Statement. If any other matter should properly come
before the Annual Meeting, however, it is intended that the proxies solicited
hereby will be voted in accordance with the judgment of the person or persons
voting the proxies. If you do not wish to extend such authority, you may limit
your proxy by marking the appropriate box on the Proxy Card.
FINANCIAL STATEMENTS
Accompanying this Proxy Statement is Atlantic BancGroup's 2000 Form
10-KSB, which includes the Company's audited financial statements. Form 10-KSB
also serves as the Annual Report to Shareholders and Annual Disclosure
Statement. Additional copies of Atlantic BancGroup's Annual Report on Form
10-KSB are available to shareholders at no charge. Any shareholder who would
like an additional copy may contact David L. Young, Corporate Secretary,
Atlantic BancGroup, Inc., 1315 South Third Street, Jacksonville Beach, Florida
13
32250, telephone number (904) 247-9494.
Atlantic BancGroup currently files periodic reports (including Form
10-KSBs, Form 10- QSBs, Proxy Statements, etc.) with the Securities and Exchange
Commission. These periodic reports are filed electronically via EDGAR by
Atlantic BancGroup and can be inspected and copied at the public reference
facilities maintained by the Securities and Exchange Commission at its Public
Reference Section, 450 Fifth Street, NW, Washington, DC 20549. The Securities
and Exchange Commission maintains a website that contains registration
statements, reports, proxy and information statements and other information
regarding registrants that file electronically with the Securities and Exchange
Commission. Information filed by Atlantic BancGroup is available for review on
this website. The address of the website is www.sec.gov.
Atlantic BancGroup, Inc.
Dated March 26, 2001
14
Ex.-A
ATLANTIC BANCGROUP, INC.
EXTERNAL AUDIT COMMITTEE CHARTER
WHEREAS, the National Association of Securities Dealers, Inc. ("NASD") has
adopted rules requiring those companies whose securities are listed on NASD
exchanges to establish audit committees of their Boards of Directors and adopt
charters for those committees; and
WHEREAS, in compliance with such rules, Atlantic BancGroup, Inc.'s
("Atlantic") Board of Directors ("Board") has established an Audit Committee and
adopted this Charter for its governance; and
WHEREAS, this Charter and the Audit Committee exist and operate
independently of the Internal Audit Department of Atlantic and its wholly-owned
subsidiary Oceanside Bank;
WHEREAS, Atlantic's independent outside auditor is ultimately accountable
to the Board and the Audit Committee, as representatives of Atlantic's
shareholders; and
WHEREAS, the Board and the Audit Committee have the ultimate authority to
evaluate and nominate the outside independent auditor to be proposed for
shareholder approval in the Proxy Statement for each of Atlantic's Annual
Meetings of Shareholders.
NOW THEREFORE, the Audit Committee of the Board of Directors of Atlantic
BancGroup, Inc. shall be established and governed in accordance with the
provisions of this Charter:
Section 1. Composition of the Audit Committee. The Audit Committee
----------
shall be comprised of three members of the Board. Such members must be
Independent Directors, as defined in NASD Rule 4200(a)(15), and must be able to
read and understand fundamental financial statements, including balance sheets,
income statements, and cash flow statements. The members of the Audit Committee
shall be elected each year by the whole Board and may only be removed therefrom
simultaneously with their removal from the Board, pursuant to methods provided
by Atlantic's Articles of Incorporation. The initial members of the Audit
Committee, to serve in 2000, shall be: Jimmy Dubberly (Chairman); Robin
Scheiderman; and Conrad Williams.
Section 2. Responsibilities of the Audit Committee. The Audit Committee
---------
shall be responsible for the oversight of all external audit programs of
Atlantic. Such responsibilities shall include, but not be limited to:
(a) Ensuring receipt from Atlantic's independent outside auditor of a
formal written statement delineating all relationships between such
auditor and Atlantic, consistent with Independence Standards Board
Standard 1;
(b) Actively engaging Atlantic's independent outside auditor in a dialogue
with respect to any disclosed relationships or services that may
impact the objectivity and independence of that auditor;
(c) Taking, or recommending that the Board take, appropriate action to
ensure the independence of Atlantic's independent outside auditor;
(d) Continually evaluating the performance and independence of Atlantic's
independent outside auditor;
(e) Prior to the printing of the Proxy Statement for each of Atlantic's
Annual Meetings of Shareholders, selecting and recommending a nominee
to the Board to be Atlantic's independent auditor;
(f) Reviewing and assessing the adequacy of this Charter on an annual
basis and making recommendations to the Board regarding the audit
programs and policies of Atlantic.
Section 3. Governance and Processes of the Audit Committee.
---------
(a) Organizational Meeting. Each year, within four weeks of its members
having been elected by the Board, the Audit Committee shall hold an
"Organizational Meeting". At the Organizational Meeting, the Audit
Committee shall elect a Chairperson, who shall preside over all
meetings of the Audit Committee for that year, and shall establish a
schedule for its regular meetings, pursuant to Section 3(b) herein.
(b) Regular Meetings. The Audit Committee shall meet quarterly as
scheduled by the Audit Committee at the Organizational Meeting. The
quarterly meetings must be held prior to the filing of Atlantic's Form
10-QSBs or Form 10-KSB with the Securities and Exchange Commission in
each respective quarter.
(c) Special Meetings. A special meeting of the Audit Committee may be
called by the Chairperson or by both of the other two members of the
Audit Committee, by providing all other members of the Audit Committee
with five days' written notice of the date and time of the special
meeting.
(d) Location of Meetings. All regular and special meetings shall be held
at Atlantic's corporate headquarters, or at such other place as all
members of the Audit Committee may agree upon.
(e) Attendance. Except in the case of emergency, all members of the Audit
Committee are expected to attend all meetings, Organizational,
regular, and special, of the Audit Committee.
(f) Guests. All meetings of the Audit Committee shall be closed to all
non-members. However, by majority vote, the Audit Committee may invite
guest(s) to attend its meetings to either observe, respond to
questions or make presentations. Such potential guests may include,
without limitation, Atlantic's President, Chief Financial Officer,
corporate counsel, or representatives from Atlantic's outside
independent auditor.
(g) Interaction with Auditor. The independent outside auditor and the
Audit Committee are to have direct access to each other. Such access
is to be used, without limitation, to make inquiries and reports and
to define and examine the scope and quality of the services provided
to Atlantic by the independent outside auditor.
(h) Governance. All actions and recommendations of the Audit Committee
shall be determined by majority vote of the Audit Committee at a duly
called and held meeting thereof.
WHEREFORE, this Audit Committee Charter was adopted by the Board of
Directors of Atlantic BancGroup, Inc. this 20th day of July, 2000.
Attest:
/s/ Donald F. Glisson, Jr. /s/ David L. Young
- ---------------------------------- -----------------------------
Donald F. Glisson, Jr., David L. Young,
Chairman of the Board of Directors Corporate Secretary
(SEAL)
Ex-B.
OCEANSIDE BANK
DIRECTOR INDEXED RETIREMENT AGREEMENT
THIS AGREEMENT is made this day of 2000, by
---------- ----------------
and between OCEANSIDE BANK, a state-chartered commercial bank located in
Jacksonville Beach, Florida (the "Oceanside"), and [NAME OF DIRECTOR] (the
"Director").
INTRODUCTION
To attract, retain and reward quality Directors and to provide a
potentially higher level of retirement income, Oceanside is willing to provide
the Director with this Director Indexed Retirement Agreement. Oceanside will pay
the benefits from its general assets.
AGREEMENT
The Director and Oceanside agree as follows:
Article I
Definitions
Whenever used in this Agreement, the following words and phrases shall
have the meanings specified:
1.1 "Adjustment Rate" shall mean the figure equal to one minus
Oceanside's highest marginal tax rate for the current calendar year.
1.2 "Change of Control" means the transfer of shares of Oceanside's
voting common stock such that one entity or one person acquires (or is deemed to
acquire when applying Section 318 of the Code) more than 50 percent of
Oceanside's outstanding voting common stock.
1.3 "Effective Date" means February 1, 2000.
1.4 "Normal Retirement Age" means the later of the Director's 65th
birthday or the end of the fifth Plan Year following the Effective Date.
1.5 "Normal Retirement Date" means the later of the Normal Retirement
Age or Termination of Service.
1.6 "Plan Year" means each calendar year from January 1 through
December 31. In the year of implementation, it shall commence with the Effective
Date of this Agreement and end on December 31, 2000.
1.7 "Retirement Account means the account maintained on the books of
Oceanside as described in Section 2.2.
1.8 "Simulated Investments" mean actual or hypothetical investments
specified by Oceanside for use in measuring the Retirement Benefit. Subject to
Article 2, Oceanside can change the Simulated Investments only with the
Director's written agreement. The Simulated Investments shall be of equal
initial amounts.
1.9 "Simulated Investment Earnings" means the after-tax rate of
return on a Simulated Investment. If the Simulated Investment is a life
insurance policy, the Simulated Investment Earnings shall track cash surrender
value and not include receipt of the policy's death benefit.
1.10 "Termination of Service" means the Director ceases to be a
Director of Oceanside for any reason whatsoever other than death.
1.11 "Vesting Period" means the five (5) year period prior to the
Director being eligible to receive full benefits as described in Article 3
herein.
Article 2
Retirement Account
2.1 Simulated Investments. Oceanside shall establish two Simulated
Investments in the aggregate amount of $100,000 as of the Effective Date, as
follows:
2.1.1 Simulated Investment Number One shall track the cash
surrender value of a specified portion of a pool of one or more
specified life insurance policy(s) as described in Appendix A. For
purposes of this calculation, whether the policies are hypothetical or
actually issued insurance contracts, it is assumed that the individuals
insured in the pool of policies live to age 95. In the event a policy
is surrendered or lapsed or an insured individual dies prior to
attaining age 95, the policy's values will continue to be obtained from
the specified insurance company and included in the pool as if the
surrender, lapse or death did not occur. When an individual insured by
a life insurance policy in the pool described in Appendix A attains age
95 during a Plan Year, the cash surrender value of policies pertaining
to that individual shall be excluded from the total value of the policy
pool effective at the beginning of the Plan Year in which the
individual attains age 95 and thereafter the value of the remaining
policies in the pool shall be calculated by increasing the actual
values in the proportion that the eliminated policy values bore to the
value of all the remaining policies in the pool at the beginning of the
Plan Year in which the insured individual attained age 95. (For
example, assume the total value of all policies in the pool is $100,000
at the beginning of a Plan Year and the value of a policy on an insured
that attains age 95 during the Plan Year is $20,000 at the beginning of
the Plan Year. The policy to be excluded is 25% of the value of the
remaining policies. Therefore, the actual value of the remaining
policies will be mathematically increased 25% thereafter for purposes
of this agreement.)
2.1.2 Simulated Investment Number Two shall track the value
of a simulated investment account comprised of both principal and
accumulated net after-tax interest earnings. Pre-tax interest earnings
for the first Plan Year shall be calculated using an annual rate of
2.92 percent. Each Plan Year thereafter the pre-tax interest rate
shall be equal to the ratio of Interest Expense/Average Assets for the
calendar year immediately preceding the Plan Year as reported in
Oceanside's, or its successor's, Federal Financial Institutions
Examination Council Uniform Bank Performance Report. The principal
amount of the Simulated Investment Number Two shall be increased by
the amount of each after-tax benefit paid under this Agreement
effective the first day of the Plan Year following such benefit
payments. Calculations for Simulated Investment Number Two assume the
income tax rate to be Oceanside's highest marginal tax rate for the
prior calendar year, and assumes that interest (net of tax) shall be
compounded on an annual basis at the end of each Plan Year.
2.2 Retirement Account. Oceanside shall establish a Retirement Account
on its books for the Director. The Retirement Account balance during the
pre-termination period is determined by subtracting the value of Simulated
Investment Number Two from the value of Simulated Investment Number One and
dividing the difference by the Adjustment Rate. The Retirement Account
subsequent to the Termination Date is reduced by payments of the Primary Normal
Retirement Benefit under Section 4.1.1.
2.3 Statement of Accounts. Oceanside shall provide to the Director,
within 60 days after each Plan Year, a statement setting forth the Retirement
Account balance.
2.4 Accounting Device Only. The Retirement Account and Simulated
Investments are solely devices for measuring amounts to be paid under this
Agreement. They are not a trust fund of any kind. The Director is a general
unsecured creditor of Oceanside for the payment of benefits. The benefits
represent the mere promise to pay such benefits. The Director's rights are not
subject in any manner to anticipation, alienation, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by the Director's creditors.
Article 3
Vesting
3.1 Vesting Requirement. The Director's right to receive the benefits
provided for in Articles 4 and 5 herein shall vest in five (5) equal
installments the first ending on December 31, 2000, and the last ending on
December 31, 2004. Each such installment shall entitle the Director to receive
20% of the primary and secondary benefits described in Sections 5.1.1 and 5.2.2
herein. The installments shall be cumulative and shall be paid in accordance
with the benefits described in Articles 4 and 5 herein. Any unvested
installments shall be forfeited by the Director upon termination.
Notwithstanding the foregoing, in the event of a change in control, as defined
herein, all benefits shall become vested on the day immediately preceding the
effective date of a change in control.
Article 4
Normal Retirement
4.1 Normal Retirement Benefit. Subject to the general limitations of
Article 8, upon reaching the Normal Retirement Date while in the full-time
Service with Oceanside, the Director shall be entitled to both the primary and
secondary benefits described in Sections 4.1.1 and 4.1.2.
4.1.1 Primary Normal Retirement Benefit. Commencing on the
Director's Normal Retirement Date, Oceanside shall pay a Primary Normal
Retirement Benefit to the Director which is equal to the Director's
Retirement Account balance as of the Plan Year ending immediately
preceding the Director's Normal Retirement Date. The Primary Normal
Retirement Benefit shall be paid over fifteen (15) years in one hundred
eighty (180) equal monthly installments (without adjustment for
interest earnings during the payment period), commencing on the first
day of the month following the Director's Termination of Service.
4.1.2 Secondary Normal Retirement Benefit. Within 60 days
following the end of the Plan Year following the Director's Normal
Retirement Date, and continuing until the Director's death, Oceanside
shall pay a Secondary Normal Retirement Benefit to the Director. The
Secondary Normal Retirement Benefit shall be paid annually in an amount
calculated as follows:
Earnings for the Plan Year on Simulated Investment Number One
minus the
After-tax interest earnings for the Plan Year on Simulated Investment Number
Two divided by the
Adjustment Rate.
Earnings on Simulated Investment Number One will be equal to the
increase in the specified portion of the cash surrender value of the
life insurance policy(s) described in Appendix A increased by any loans
or withdrawals from the policy during the Plan Year and reduced by any
premium payments during the Plan Year. Interest earnings on Simulated
Investment Number Two shall be determined pursuant to the method set
forth in Section 2.1 hereof.
Article 5
Early Termination of Service
5.1 Upon Termination of Service prior to the Normal Retirement Age,
other than by reason of death, the Director shall be entitled to both the
primary and secondary benefits described in Sections 4.1.1 and 4.1.2.
5.1.1 Primary Early Termination Benefit. Commencing on the
Director's Termination of Service, Oceanside shall pay a Primary Early
Termination Benefit to the Director which is equal to the Director's
Retirement Account balance as of the Plan Year ending immediately
preceding the Director's Termination of Service. The Primary Early
Termination Benefit shall be paid over fifteen (15) years in one
hundred eighty (180) equal monthly installments (without adjustment
for interest earnings during the payment period), commencing on the
first day of the month following the Director's Termination of
Service.
5.1.2 Secondary Early Termination Benefit. Within 60 days
following the end of the Plan Year following the Director's Termination
of Service, and continuing until the Director's death, Oceanside shall
pay a Secondary Early Termination Benefit to the Director. The
Secondary Early Termination Benefit shall be paid annually in an amount
calculated as follows:
Earnings for the Plan Year on Simulated Investment Number One
minus the
After-tax interest earnings for the Plan Year on Simulated Investment Number
Two divided by the
Adjustment Rate
Earnings on Simulated Investment Number One will be equal to the
increase in the specified portion of the cash surrender value of the
life insurance policy(s) described in Appendix A increased by any loans
or withdrawals from the policy during the Plan Year and reduced by any
premium payments during the Plan Year. Interest earnings on Simulated
Investment Number Two shall be determined pursuant to the method set
forth in Section 2.1 hereof.
Article 6
Death Benefits
6.1 Death Benefit. Upon the Director's death prior to termination of
this Agreement, Oceanside shall pay to the Director's beneficiary a benefit
equal to the Retirement Account balance as of the Plan Year immediately
preceding the Director's death. Oceanside shall pay the benefit to the
beneficiary in a lump sum within 60 days following the Director's death.
Article 7
Beneficiaries
7.1 Beneficiary Designations. The Director shall designate a
beneficiary by filing a written designation with Oceanside. The Director may
revoke or modify the designation at any time by filing a new designation.
However, designations will only be effective if signed by the Director and
accepted by Oceanside during the Director's lifetime. The Director's beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases
the Director or if the Director names a spouse as beneficiary and the marriage
is subsequently dissolved. If the Director dies without a valid beneficiary
designation, all payments shall be made to the Director's estate.
7.2 Facility of Payment. If a benefit is payable to a minor, to a
person declared incompetent, or to a person incapable of handling the
disposition of his or her property, Oceanside may pay such benefit to the
guardian, legal representative or person having the care or custody of such
minor, incompetent person or incapable person. Oceanside may require proof of
incompetence, minority or guardianship as it may deem appropriate prior to
distribution of the benefit. Such distribution shall completely discharge
Oceanside from all liability with respect to such benefit.
Article 8
General Limitations
8.1 Termination for Cause. Notwithstanding any provision of this
Agreement to the contrary, Oceanside shall not pay any benefit under this
Agreement if Oceanside terminates the Director's Service for:
(a) Gross negligence or gross neglect of duties;
(b) Commission of a felony or of a misdemeanor involving moral
turpitude; or
(c) Fraud, disloyalty, dishonesty or willful violation of any
law or significant Oceanside policy resulting in an adverse effect on
Oceanside.
8.2 Suicide. Notwithstanding any provision of this Agreement to the
contrary, Oceanside shall not pay any benefit under this Agreement if the
Director commits suicide within two years after the date of this Agreement, or
if the Director has made any material misstatement of fact on any application
for life insurance purchased by Oceanside.
Article 9
Claims and Review Procedures
9.1 Claims Procedure. Oceanside shall notify any person or entity who
claims a right to an interest under this Agreement (the "Claimant") in writing,
within 90 days of Claimant's written application for benefits, of his or her
eligibility or ineligibility for benefits under this Agreement. If Oceanside
determines that the Claimant is not eligible for benefits or full benefits, the
notice shall set forth (1) the specific reasons for such denial, (2) a specific
reference to the provisions of this Agreement on which the denial is based, (3)
a description of any additional information or material necessary for the
Claimant to perfect his or her claim, and a description of why it is needed, and
(4) an explanation of this Agreement's claims review procedure and other
appropriate information as to the steps to be taken if the Claimant wishes to
have the claim reviewed. If Oceanside determines that there are special
circumstances requiring additional time to make a decision, Oceanside shall
notify the Claimant of the special circumstances and the date by which a
decision is expected to be made, and may extend the time for up to an additional
90 days.
9.2 Review Procedure. If the Claimant is determined by Oceanside not
to be eligible for benefits, or if the Claimant believes that he or she is
entitled to greater or different benefits, the Claimant shall have the
opportunity to have such claim reviewed by Oceanside by filing a petition for
review with Oceanside within 60 days after receipt of the notice issued by
Oceanside. Said petition shall state the specific reasons which the Claimant
believes entitle him or her to benefits or to greater or different benefits.
Within 60 days after receipt by Oceanside of the petition, Oceanside shall
afford the Claimant (and counsel, if any) an opportunity to present his or her
position to Oceanside verbally or in writing, and the Claimant (or counsel)
shall have the right to review the pertinent documents. Oceanside shall notify
the Claimant of its decision in writing within the 60-day period, stating
specifically the basis of its decision, written in a manner to be understood by
the Claimant and the specific provisions of the Agreement on which the decision
is based. If, because of the need for a hearing, the 60-day period is not
sufficient, the decision may be deferred for up to another 60 days at the
election of Oceanside, but notice of this deferral shall be given to the
Claimant.
Article 10
Amendments and Termination
This Agreement may be amended or terminated only by a written agreement
signed by Oceanside and the Director.
Article 11
Miscellaneous
11.1 Binding Effect. This Agreement shall bind the Director and
Oceanside and their beneficiaries, survivors, executors, administrators and
transferees.
11.2 No Guarantee of Service. This Agreement is not an employment
policy or contract. It does not give the Director the right to remain a director
of Oceanside, nor does it interfere with Oceanside's right to discharge the
Director. It also does not require the Director to remain a director nor
interfere with the Director's right to terminate Service at any time.
11.3 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of the State of Florida except to the extent preempted by
the laws of the United States of America.
11.4 Non-Transferability. Benefits under this Agreement cannot be
sold, transferred, assigned, pledged, attached or encumbered in any manner.
11.5 Tax Withholding. Oceanside shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.
11.6 Unfunded Arrangement. The Director is a general unsecured
creditor of Oceanside for the payment of benefits under this Agreement. The
benefits represent the mere promise by Oceanside to pay such benefits. The
rights to benefits are not subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by
creditors. Any insurance on the Director's life or any other asset held in
connection with this Agreement is a general asset of Oceanside to which the
Director has no preferred or secured claim.
11.7 Entire Agreement. This Agreement constitutes the entire agreement
between Oceanside and the Director as to the subject matter hereof. No rights
are granted to the Director by virtue of this Agreement other than those
specifically set forth herein.
11.8 Administration. Oceanside shall have powers which are necessary
to administer this Agreement, including but not limited to:
(a) Interpreting the provisions of the Agreement;
(b) Establishing and revising the method of accounting for the
Agreement;
(c) Maintaining a record of benefit payments; and
(d) Establishing rules and prescribing any forms necessary or
desirable to administer the Agreement.
11.9 Actions of Oceanside. All determinations, interpretations, rules,
and decisions of Oceanside shall be conclusive and binding upon all persons
having or claiming to have any interest or right under this Agreement.
11.10 Named Fiduciary. Oceanside shall be the named fiduciary and plan
administrator under this Agreement. The named fiduciary may delegate to others
certain aspects of the management and operation responsibilities of the plan
including the Service of advisors and the delegation of ministerial duties to
qualified individuals.
IN WITNESS WHEREOF, the Director and a duly authorized Oceanside
officer have signed this Agreement.
OCEANSIDE BANK
By
--------------------------------------
Title
-----------------------------------
DIRECTOR
--------------------------------
[Name of Director]
Beneficiary Designation
OCEANSIDE BANK
DIRECTOR INDEXED RETIREMENT AGREEMENT
I designate the following as beneficiary of benefits under the Indexed
Retirement Agreement payable following my death:
Primary:
-----------------------------------------------------------------------
- --------------------------------------------------------------------------------
Contingent:
--------------------------------------------------------------------
- --------------------------------------------------------------------------------
Note: To name a trust as beneficiary, please provide the name of the trustee(s)
and the exact name and date of the trust agreement.
-----
I understand that I may change these beneficiary designations by filing a new
written designation with Oceanside. I further understand that the designations
will be automatically revoked if the beneficiary predeceases me, or, if I have
named my spouse as beneficiary and our marriage is subsequently dissolved.
Signature
------------------------------
Date
-----------------------------------
Accepted by Oceanside this day of , 2000.
----------- --------------------------
By
-------------------------------------
Title
----------------------------------
Ex.-C
OCEANSIDE BANK
SPLIT DOLLAR AGREEMENT
THIS AGREEMENT is made and entered into this day of
-------
, 2000, by and between OCEANSIDE BANK, a state-chartered
- -----------------
commercial bank located in Jacksonville Beach, Florida ("Oceanside") and [NAME
OF DIRECTOR] (the "Director"). This Agreement shall append the Split Dollar
Endorsement entered into by the parties on , 1999, or as
----------------------
subsequently amended, by and between the aforementioned parties.
INTRODUCTION
To encourage the Director to remain a director of Oceanside, Oceanside
is willing to divide and share the death proceeds of a life insurance policy on
the Director's life with the Director's named beneficiary. Oceanside will pay
life insurance premiums from its general assets.
Article 1
General Definitions
The following terms shall have the meanings specified:
1.1. "Insurer" means [insurer].
1.2 "Policy" means insurance policy no. [policy no.] issued by the
Insurer.
1.3 "Insured" means the Director.
1.4 "Termination of Service" means the Director ceasing to be a
director of Oceanside for any reason whatsoever, other than by reason of an
approved leave of absence.
Article 2
Policy Ownership/Interests
2.1 Oceanside Ownership. Oceanside is the sole owner of the Policy
and shall have the right to exercise all incidents of ownership. Oceanside shall
be the direct beneficiary of an amount of death proceeds equal to the greater
of: a) the cash surrender value of the policy; b) the aggregate premiums paid on
the Policy by Oceanside less any outstanding indebtedness to the Insurer; or c)
the sum of the policy cash value at the time of death, plus 10% of the
difference between the death proceeds and the policy cash value at the time of
death.
2.2. Director's Interest. The Director shall have the right to
designate the beneficiary of any remaining death proceeds of the Policy. The
Director shall also have the right to elect and change settlement options that
may be permitted.
2.3 Option to Purchase. Oceanside shall not sell, surrender or
transfer ownership of the Policy while this Agreement is in effect without first
giving the Director or the Director's transferee the option to purchase the
Policy for a period of sixty (60) days from written notice of such intention.
The purchase price shall be an amount equal to the cash surrender value of the
Policy. This provision shall not impair the right of Oceanside to terminate this
Agreement.
Article 3
Premiums
3.1 Premium Payment. Oceanside shall pay any premiums due on the
Policy.
3.2 Imputed Income. Oceanside shall impute income to the Director in an
amount equal to the current term rate for the Director's age multiplied by the
aggregate death benefit payable to the Director's beneficiary. The "current term
rate" is the minimum amount required to be imputed under Revenue Rulings 64-238
and 66-110, or any subsequent applicable authority.
Article 4
Assignment
The Director may assign without consideration all interests in the
Policy and in this Agreement to any person, entity or trust. In the event the
Director transfers all of the Director's interest in the Policy, then all of the
Director's interest in the Policy and in the Agreement shall be vested in the
Director's transferee, who shall be substituted as a party hereunder and the
Director shall have no further interest in the Policy or in this Agreement.
Article 5
Insurer
The Insurer shall be bound only by the terms of the Policy. Any
payments the Insurer makes or actions it takes in accordance with the Policy
shall fully discharge it from all claims, suits and demands of all entities or
persons. The Insurer shall not be bound by or be deemed to have notice of the
provisions of this Agreement.
Article 6
Claims Procedure
6.1 Claims Procedure. Oceanside shall notify the Director, the
Director's transferee or beneficiary, or any other party who claims a right to
an interest under this Agreement (the "Claimant") in writing, within 90 days of
Claimant's written application for benefits, of his or her eligibility or
ineligibility for benefits under this Agreement. If Oceanside determines that
the Claimant is not eligible for benefits or full benefits, the notice shall set
forth (1) the specific reasons for such denial, (2) a specific reference to the
provisions of this Agreement on which the denial is based, (3) a description of
any additional information or material necessary for the Claimant to perfect his
or her claim, and a description of why it is needed, and (4) an explanation of
this Agreement's claims review procedure and other appropriate information as to
the steps to be taken if the Claimant wishes to have the claim reviewed. If
Oceanside determines that there are special circumstances requiring additional
time to make a decision, Oceanside shall notify the Claimant of the special
circumstances and the date by which a decision is expected to be made, and may
extend the time for up to an additional 90 days.
6.2 Review Procedure. If the Claimant is determined by Oceanside not
to be eligible for benefits, or if the Claimant believes that he or she is
entitled to greater or different benefits, the Claimant shall have the
opportunity to have such claim reviewed by Oceanside by filing a petition for
review with Oceanside within 60 days after receipt of the notice issued by
Oceanside. Said petition shall state the specific reasons which the Claimant
believes entitle him or her to benefits or to greater or different benefits.
Within 60 days after receipt by Oceanside of the petition, Oceanside shall
afford the Claimant (and counsel, if any) an opportunity to present his or her
position to Oceanside verbally or in writing, and the Claimant (or counsel)
shall have the right to review the pertinent documents. Oceanside shall notify
the Claimant of its decision in writing within the sixty- day period, stating
specifically the basis of its decision, written in a manner to be understood by
the Claimant and the specific provisions of this Agreement on which the decision
is based. If, because of the need for a hearing, the 60-day period is not
sufficient, the decision may be deferred for up to another 6-day period at the
election of Oceanside, but notice of this deferral shall be given to the
Claimant.
Article 7
Amendments and Termination
This Agreement may be amended or terminated only by a written agreement
signed by Oceanside and the Director. Unless otherwise agreed to by Oceanside
and the Director, this Agreement will remain in effect following the Director's
Termination of Service.
Article 8
Miscellaneous
8.1 Binding Effect. This Agreement shall bind the Director and
Oceanside, their beneficiaries, survivors, executors, administrators and
transferees, and any Policy beneficiary.
8.2 No Guarantee of Service. This Agreement is not an employment
policy or contract. It does not give the Director the right to remain a Director
of Oceanside, nor does it interfere with Oceanside's right to discharge the
Director. It also does not require the Director to remain a Director nor
interfere with the Director's right to terminate service at any time.
8.3 Applicable Law. The Agreement and all rights hereunder shall be
governed by and construed according to the laws of the State of Florida, except
to the extent preempted by the laws of the United States of America.
8.4 Notice. Any notice, consent or demand required or permitted to
be given under the provisions of this Split Dollar Agreement by one party to
another shall be in writing, shall be signed by the party giving or making the
same, and may be given either by delivering the same to such other party
personally, or by mailing the same, by United States certified mail, postage
prepaid, to such party, addressed to his or her last known address as shown on
the records of Oceanside. The date of such mailing shall be deemed the date of
such mailed notice, consent or demand.
8.5 Entire Agreement. This Agreement constitutes the entire
agreement between Oceanside and the Director as to the subject matter hereof. No
rights are granted to the Director by virtue of this Agreement other than those
specifically set forth herein.
8.6 Administration. Oceanside shall have powers which are necessary
to administer this Agreement, including but not limited to:
(a) Interpreting the provisions of the Agreement;
(b) Establishing and revising the method of accounting for the
Agreement;
(c) Maintaining a record of benefit payments; and
(d) Establishing rules and prescribing any forms necessary or
desirable to administer the Agreement.
8.7 Named Fiduciary. Oceanside shall be the named fiduciary and plan
administrator under the Agreement. The named fiduciary may delegate to others
certain aspects of the management and operation responsibilities of the plan
including the Service of advisors and the delegation of ministerial duties to
qualified individuals.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
DIRECTOR OCEANSIDE BANK
By
- ----------------------------------- ---------------------------
[Name of Director] Title
------------------------
SPLIT DOLLAR POLICY ENDORSEMENT
OCEANSIDE BANK SPLIT DOLLAR AGREEMENT
Policy No. [policy no.] Insured: [Name of Director]
Supplementing and amending the application for insurance to [insurer]
("Insurer") on , 1999, the applicant requests and directs that:
-------------
BENEFICIARIES
-------------
1. OCEANSIDE BANK, a state-chartered commercial bank located in
Jacksonville Beach, Florida ("Oceanside"), shall be the direct beneficiary of
death proceeds equal to the greater of (a) the cash surrender value of the
policy; (b) the aggregate premiums paid on the Policy by Oceanside less any
outstanding indebtedness to the Insurer; or (c) the sum of the policy cash value
at the time of death plus 10% of the difference between the total death proceeds
and the policy cash value at the time of death.
2. The beneficiary of any remaining death proceeds shall be designated
by the Insured or the Insured's transferee, subject to the provisions of
paragraph (5) below.
OWNERSHIP
---------
3. The Owner of the policy shall be Oceanside. The Owner shall have
all ownership rights in the Policy except as may be specifically granted to the
Insured or the Insured's transferee in paragraph (4) of this endorsement.
4. The Insured or the Insured's transferee shall have the right to
assign his or her rights and interests in the Policy with respect to that
portion of the death proceeds designated in paragraph (2) of this endorsement,
and to exercise all settlement options with respect to such death proceeds.
MODIFICATION OF ASSIGNMENT PROVISIONS OF THE POLICY
---------------------------------------------------
Upon the death of the Insured, the interest of any collateral assignee of the
Owner of the Policy designated in (3) above shall be limited to the portion of
the proceeds described in paragraph (1) above.
OWNERS AUTHORITY
----------------
The Insurer is hereby authorized to recognize the Owner's claim to rights
hereunder without investigating the reason for any action taken by the Owner,
including its statement of the amount of premiums it has paid on the Policy. The
signature of the Owner shall be sufficient for the exercise of any rights under
this Endorsement and the receipt of the Owner for any sums received by it shall
be a full discharge and release therefore to the Insurer.
Any transferee's rights shall be subject to the Endorsement.
The owner accepts and agrees to this split dollar endorsement.
Signed at , Florida, this day of , 2000.
---------------- ---- ------------
OCEANSIDE BANK
By
------------------------------
Its
------------------------------
The Insured accepts and agrees to the foregoing and, subject to the rights of
the Owner as stated above, designates as
--------------------------------------
primary beneficiary and as secondary beneficiary
------------------------------
of the portion of the proceeds described in (2) above.
Enter the relationship to the Insured of:
Primary beneficiary
----------------------------
Secondary beneficiary
--------------------------
Signed at , Florida, this day of , 2000.
---------------------- ---- ------------
THE INSURED:
- -------------------------------
[Name of Director]
Ex.-D
OCEANSIDE BANK
EXECUTIVE INDEXED RETIREMENT AGREEMENT
THIS AGREEMENT is made this day of 2000,
--------- --------------------
by and between OCEANSIDE BANK, a state-chartered commercial bank located in
Jacksonville Beach, Florida (the "Oceanside"), and [NAME OF EXECUTIVE] (the
"Executive").
INTRODUCTION
To attract, retain and reward quality Executives and to provide a
potentially higher level of retirement income, Oceanside is willing to provide
the Executive with this Executive Indexed Retirement Agreement. Oceanside will
pay the benefits from its general assets.
AGREEMENT
The Executive and Oceanside agree as follows:
Article I
Definitions
Whenever used in this Agreement, the following words and phrases shall
have the meanings specified:
1.1 "Adjustment Rate" shall mean the figure equal to one minus
Oceanside's highest marginal tax rate for the current calendar year.
1.2 "Change of Control" means the transfer of shares of Oceanside's
voting common stock such that one entity or one person acquires (or is deemed to
acquire when applying Section 318 of the Code) more than 50 percent of
Oceanside's outstanding voting common stock.
1.3 "Effective Date" means February 1, 2000.
1.4 "Normal Retirement Age" means the later of the Executive's 65th
birthday or the end of the fifth Plan Year following the Effective Date.
1.5 "Normal Retirement Date" means the later of the Normal Retirement
Age or Termination of Employment.
1.6 "Plan Year" means each calendar year from January 1 through
December 31. In the year of implementation, it shall commence with the Effective
Date of this Agreement and end on December 31, 2000.
1.7 "Retirement Account means the account maintained on the books
of Oceanside as described in Section 2.2.
1.8 "Simulated Investments" mean actual or hypothetical investments
specified by Oceanside for use in measuring the Retirement Benefit. Subject to
Article 2, Oceanside can change the Simulated Investments only with the
Executive's written agreement. The Simulated Investments shall be of equal
initial amounts.
1.9 "Simulated Investment Earnings" means the after-tax rate of
return on a Simulated Investment. If the Simulated Investment is a life
insurance policy, the Simulated Investment Earnings shall track cash surrender
value and not include receipt of the policy's death benefit.
1.10 "Termination of Employment" means the Executive ceases to be
employed by Oceanside for any reason whatsoever other than death.
1.11 "Vesting Period" means the five (5) year period prior to the
Executive being eligible to receive full benefits as described in Article 3
herein.
Article 2
Retirement Account
2.1 Simulated Investments. Oceanside shall establish two Simulated
Investments in the aggregate amount of $100,000 as of the Effective Date, as
follows:
2.1.1 Simulated Investment Number One shall track the cash
surrender value of a specified portion of a pool of one or more
specified life insurance policy(s) as described in Appendix A. For
purposes of this calculation, whether the policies are hypothetical or
actually issued insurance contracts, it is assumed that the individuals
insured in the pool of policies live to age 95. In the event a policy
is surrendered or lapsed or an insured individual dies prior to
attaining age 95, the policy's values will continue to be obtained from
the specified insurance company and included in the pool as if the
surrender, lapse or death did not occur. When an individual insured by
a life insurance policy in the pool described in Appendix A attains age
95 during a Plan Year, the cash surrender value of policies pertaining
to that individual shall be excluded from the total value of the policy
pool effective at the beginning of the Plan Year in which the
individual attains age 95 and thereafter the value of the remaining
policies in the pool shall be calculated by increasing the actual
values in the proportion that the eliminated policy values bore to the
value of all the remaining policies in the pool at the beginning of the
Plan Year in which the insured individual attained age 95. (For
example, assume the total value of all policies in the pool is $100,000
at the beginning of a Plan Year and the value of a policy on an insured
that attains age 95 during the Plan Year is $20,000 at the beginning of
the Plan Year. The policy to be excluded is 25% of the value of the
remaining policies. Therefore, the actual value of the remaining
policies will be mathematically increased 25% thereafter for purposes
of this agreement.)
2.1.2 Simulated Investment Number Two shall track the value
of a simulated investment account comprised of both principal and
accumulated net after-tax interest earnings. Pre-tax interest earnings
for the first Plan Year shall be calculated using an annual rate of
2.92 percent. Each Plan Year thereafter the pre-tax interest rate
shall be equal to the ratio of Interest Expense/Average Assets for the
calendar year immediately preceding the Plan Year as reported in
Oceanside's, or its successor's, Federal Financial Institutions
Examination Council Uniform Bank Performance Report. The principal
amount of the Simulated Investment Number Two shall be increased by
the amount of each after-tax benefit paid under this Agreement
effective the first day of the Plan Year following such benefit
payments. Calculations for Simulated Investment Number Two assume the
income tax rate to be Oceanside's highest marginal tax rate for the
prior calendar year, and assumes that interest (net of tax) shall be
compounded on an annual basis at the end of each Plan Year.
2.2 Retirement Account. Oceanside shall establish a Retirement
Account on its books for the Executive. The Retirement Account balance during
the pre-termination period is determined by subtracting the value of Simulated
Investment Number Two from the value of Simulated Investment Number One and
dividing the difference by the Adjustment Rate. The Retirement Account
subsequent to the Termination Date is reduced by payments of the Primary Normal
Retirement Benefit under Section 4.1.1.
2.3 Statement of Accounts. Oceanside shall provide to the Executive,
within 60 days after each Plan Year, a statement setting forth the Retirement
Account balance.
2.4 Accounting Device Only. The Retirement Account and Simulated
Investments are solely devices for measuring amounts to be paid under this
Agreement. They are not a trust fund of any kind. The Executive is a general
unsecured creditor of Oceanside for the payment of benefits. The benefits
represent the mere promise to pay such benefits. The Executive's rights are not
subject in any manner to anticipation, alienation, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by the Executive's creditors.
Article 3
Vesting
3.1 Vesting Requirement. The Executive's right to receive the
benefits provided for in Articles 4 and 5 herein shall vest in five (5) equal
installments the first ending on December 31, 2000, and the last ending on
December 31, 2004. Each such installment shall entitle the Executive to receive
20% of the primary and secondary benefits described in Sections 5.1.1 and 5.2.2
herein. The installments shall be cumulative and shall be paid in accordance
with the benefits described in Articles 4 and 5 herein. Any unvested
installments shall be forfeited by the Executive upon termination.
Notwithstanding the foregoing, in the event of a change in control, as defined
herein, all benefits shall become vested on the day immediately preceding the
effective date of a change in control.
Article 4
Normal Retirement
4.1 Normal Retirement Benefit. Subject to the general limitations of
Article 8, upon reaching the Normal Retirement Date while in the full-time
employment with Oceanside, the Executive shall be entitled to both the primary
and secondary benefits described in Sections 4.1.1 and 4.1.2.
4.1.1 Primary Normal Retirement Benefit. Commencing on the
Executive's Normal Retirement Date, Oceanside shall pay a Primary
Normal Retirement Benefit to the Executive which is equal to the
Executive's Retirement Account balance as of the Plan Year ending
immediately preceding the Executive's Normal Retirement Date. The
Primary Normal Retirement Benefit shall be paid over fifteen (15) years
in one hundred eighty (180) equal monthly installments (without
adjustment for interest earnings during the payment period), commencing
on the first day of the month following the Executive's Termination of
Employment.
4.1.2 Secondary Normal Retirement Benefit. Within 60 days
following the end of the Plan Year following the Executive's Normal
Retirement Date, and continuing until the Executive's death, Oceanside
shall pay a Secondary Normal Retirement Benefit to the Executive. The
Secondary Normal Retirement Benefit shall be paid annually in an amount
calculated as follows:
Earnings for the Plan Year on Simulated Investment Number One
minus the
After-tax interest earnings for the Plan Year on Simulated Investment Number
Two divided by the
Adjustment Rate.
Earnings on Simulated Investment Number One will be equal to the
increase in the specified portion of the cash surrender value of the
life insurance policy(s) described in Appendix A increased by any loans
or withdrawals from the policy during the Plan Year and reduced by any
premium payments during the Plan Year. Interest earnings on Simulated
Investment Number Two shall be determined pursuant to the method set
forth in Section 2.1 hereof.
Article 5
Early Termination of Employment
5.1 Upon Termination of Employment prior to the Normal Retirement
Age, other than by reason of death, the Executive shall be entitled to both the
primary and secondary benefits described in Sections 4.1.1 and 4.1.2.
5.1.1 Primary Early Termination Benefit. Commencing on the
Executive's Termination of Employment, Oceanside shall pay a Primary
Early Termination Benefit to the Executive which is equal to the
Executive's Retirement Account balance as of the Plan Year ending
immediately preceding the Executive's Termination of Employment. The
Primary Early Termination Benefit shall be paid over fifteen (15) years
in one hundred eighty (180) equal monthly installments (without
adjustment for interest earnings during the payment period), commencing
on the first day of the month following the Executive's Termination of
Employment.
5.1.2 Secondary Early Termination Benefit. Within 60 days
following the end of the Plan Year following the Executive's
Termination of Employment, and continuing until the Executive's death,
Oceanside shall pay a Secondary Early Termination Benefit to the
Executive. The Secondary Early Termination Benefit shall be paid
annually in an amount calculated as follows:
Earnings for the Plan Year on Simulated Investment Number One
minus the
After-tax interest earnings for the Plan Year on Simulated Investment Number
Two divided by the
Adjustment Rate
Earnings on Simulated Investment Number One will be equal to the
increase in the specified portion of the cash surrender value of the
life insurance policy(s) described in Appendix A increased by any loans
or withdrawals from the policy during the Plan Year and reduced by any
premium payments during the Plan Year. Interest earnings on Simulated
Investment Number Two shall be determined pursuant to the method set
forth in Section 2.1 hereof.
Article 6
Death Benefits
6.1 Death Benefit. Upon the Executive's death prior to termination of
this Agreement, Oceanside shall pay to the Executive's beneficiary a benefit
equal to the Retirement Account balance as of the Plan Year immediately
preceding the Executive's death. Oceanside shall pay the benefit to the
beneficiary in a lump sum within 60 days following the Executive's death.
Article 7
Beneficiaries
7.1 Beneficiary Designations. The Executive shall designate a
beneficiary by filing a written designation with Oceanside. The Executive may
revoke or modify the designation at any time by filing a new designation.
However, designations will only be effective if signed by the Executive and
accepted by Oceanside during the Executive's lifetime. The Executive's
beneficiary designation shall be deemed automatically revoked if the beneficiary
predeceases the Executive or if the Executive names a spouse as beneficiary and
the marriage is subsequently dissolved. If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's estate.
7.2 Facility of Payment. If a benefit is payable to a minor, to a
person declared incompetent, or to a person incapable of handling the
disposition of his or her property, Oceanside may pay such benefit to the
guardian, legal representative or person having the care or custody of such
minor, incompetent person or incapable person. Oceanside may require proof of
incompetence, minority or guardianship as it may deem appropriate prior to
distribution of the benefit. Such distribution shall completely discharge
Oceanside from all liability with respect to such benefit.
Article 8
General Limitations
8.1 Termination for Cause. Notwithstanding any provision of this
Agreement to the contrary, Oceanside shall not pay any benefit under this
Agreement if Oceanside terminates the Executive's employment for:
(a) Gross negligence or gross neglect of duties;
(b) Commission of a felony or of a misdemeanor involving moral
turpitude; or
(c) Fraud, disloyalty, dishonesty or willful violation of any
law or significant Oceanside policy resulting in an adverse effect on
Oceanside.
8.2 Suicide. Notwithstanding any provision of this Agreement to the
contrary, Oceanside shall not pay any benefit under this Agreement if the
Executive commits suicide within two years after the date of this Agreement, or
if the Executive has made any material misstatement of fact on any application
for life insurance purchased by Oceanside.
Article 9
Claims and Review Procedures
9.1 Claims Procedure. Oceanside shall notify any person or entity who
claims a right to an interest under this Agreement (the "Claimant") in writing,
within 90 days of Claimant's written application for benefits, of his or her
eligibility or ineligibility for benefits under this Agreement. If Oceanside
determines that the Claimant is not eligible for benefits or full benefits, the
notice shall set forth (1) the specific reasons for such denial, (2) a specific
reference to the provisions of this Agreement on which the denial is based, (3)
a description of any additional information or material necessary for the
Claimant to perfect his or her claim, and a description of why it is needed, and
(4) an explanation of this Agreement's claims review procedure and other
appropriate information as to the steps to be taken if the Claimant wishes to
have the claim reviewed. If Oceanside determines that there are special
circumstances requiring additional time to make a decision, Oceanside shall
notify the Claimant of the special circumstances and the date by which a
decision is expected to be made, and may extend the time for up to an additional
90 days.
9.2 Review Procedure. If the Claimant is determined by Oceanside not
to be eligible for benefits, or if the Claimant believes that he or she is
entitled to greater or different benefits, the Claimant shall have the
opportunity to have such claim reviewed by Oceanside by filing a petition for
review with Oceanside within 60 days after receipt of the notice issued by
Oceanside. Said petition shall state the specific reasons which the Claimant
believes entitle him or her to benefits or to greater or different benefits.
Within 60 days after receipt by Oceanside of the petition, Oceanside shall
afford the Claimant (and counsel, if any) an opportunity to present his or her
position to Oceanside verbally or in writing, and the Claimant (or counsel)
shall have the right to review the pertinent documents. Oceanside shall notify
the Claimant of its decision in writing within the 60-day period, stating
specifically the basis of its decision, written in a manner to be understood by
the Claimant and the specific provisions of the Agreement on which the decision
is based. If, because of the need for a hearing, the 60-day period is not
sufficient, the decision may be deferred for up to another 60 days at the
election of Oceanside, but notice of this deferral shall be given to the
Claimant.
Article 10
Amendments and Termination
This Agreement may be amended or terminated only by a written agreement
signed by Oceanside and the Executive.
Article 11
Miscellaneous
11.1 Binding Effect. This Agreement shall bind the Executive and
Oceanside and their beneficiaries, survivors, executors, administrators and
transferees.
11.2 No Guarantee of Employment. This Agreement is not an employment
policy or contract. It does not give the Executive the right to remain an
employee of Oceanside, nor does it interfere with Oceanside's right to discharge
the Executive. It also does not require the Executive to remain an employee nor
interfere with the Executive's right to terminate employment at any time.
11.3 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of the State of Florida except to the extent preempted by
the laws of the United States of America.
11.4 Non-Transferability. Benefits under this Agreement cannot be
sold, transferred, assigned, pledged, attached or encumbered in any manner.
11.5 Tax Withholding. Oceanside shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.
11.6 Unfunded Arrangement. The Executive is a general unsecured
creditor of Oceanside for the payment of benefits under this Agreement. The
benefits represent the mere promise by Oceanside to pay such benefits. The
rights to benefits are not subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by
creditors. Any insurance on the Executive's life or any other asset held in
connection with this Agreement is a general asset of Oceanside to which the
Executive has no preferred or secured claim.
11.7 Entire Agreement. This Agreement constitutes the entire agreement
between Oceanside and the Executive as to the subject matter hereof. No rights
are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.
11.8 Administration. Oceanside shall have powers which are necessary
to administer this Agreement, including but not limited to:
(a) Interpreting the provisions of the Agreement;
(b) Establishing and revising the method of accounting for the
Agreement;
(c) Maintaining a record of benefit payments; and
(d) Establishing rules and prescribing any forms necessary or
desirable to administer the Agreement.
11.9 Actions of Oceanside. All determinations, interpretations, rules,
and decisions of Oceanside shall be conclusive and binding upon all persons
having or claiming to have any interest or right under this Agreement.
11.10 Named Fiduciary. Oceanside shall be the named fiduciary and plan
administrator under this Agreement. The named fiduciary may delegate to others
certain aspects of the management and operation responsibilities of the plan
including the employment of advisors and the delegation of ministerial duties to
qualified individuals.
IN WITNESS WHEREOF, the Executive and a duly authorized Oceanside
officer have signed this Agreement.
OCEANSIDE BANK
By
---------------------------------
Title
------------------------------
EXECUTIVE:
---------------------------
[Name of Executive]
Beneficiary Designation
OCEANSIDE BANK
EXECUTIVE INDEXED RETIREMENT AGREEMENT
I designate the following as beneficiary of benefits under the Indexed
Retirement Agreement payable following my death:
Primary:
-----------------------------------------------------------------------
- --------------------------------------------------------------------------------
Contingent:
--------------------------------------------------------------------
- --------------------------------------------------------------------------------
Note: To name a trust as beneficiary, please provide the name of the trustee(s)
and the exact name and date of the trust agreement.
-----
I understand that I may change these beneficiary designations by filing a new
written designation with Oceanside. I further understand that the designations
will be automatically revoked if the beneficiary predeceases me, or, if I have
named my spouse as beneficiary and our marriage is subsequently dissolved.
Signature
-------------------------------
Date
------------------------------------
Accepted by Oceanside this day of , 2000.
----------- ---------------------------
By
-------------------------------------
Title
----------------------------------
Ex.-E
OCEANSIDE BANK
SPLIT DOLLAR AGREEMENT
THIS AGREEMENT is made and entered into this day of
-------
, 2000, by and between OCEANSIDE BANK, a state-chartered
- -----------------
commercial bank located in Jacksonville Beach, Florida ("Oceanside") and [NAME
OF EXECUTIVE] (the "Executive"). This Agreement shall append the Split Dollar
Endorsement entered into by the parties on , 1999, or as
----------------------
subsequently amended, by and between the aforementioned parties.
INTRODUCTION
To encourage the Executive to remain an employee of Oceanside,
Oceanside is willing to divide and share the death proceeds of a life insurance
policy on the Executive's life with the Executive's named beneficiary. Oceanside
will pay life insurance premiums from its general assets.
Article 1
General Definitions
The following terms shall have the meanings specified:
1.1. "Insurer" means [insurer].
1.2 "Policy" means insurance policy no. [policy no.] issued by the
Insurer.
1.3 "Insured" means the Executive.
1.4 "Termination of Employment" means the Executive ceasing to be
employed by Oceanside for any reason whatsoever, other than by reason of an
approved leave of absence.
Article 2
Policy Ownership/Interests
2.1 Oceanside Ownership. Oceanside is the sole owner of the Policy
and shall have the right to exercise all incidents of ownership. Oceanside shall
be the direct beneficiary of an amount of death proceeds equal to the greater
of: a) the cash surrender value of the policy; b) the aggregate premiums paid on
the Policy by Oceanside less any outstanding indebtedness to the Insurer; or c)
the sum of the policy cash value at the time of death, plus 10% of the
difference between the death proceeds and the policy cash value at the time of
death.
2.2. Executive's Interest. The Executive shall have the right t
designate the beneficiary of any remaining death proceeds of the Policy. The
Executive shall also have the right to elect and change settlement options that
may be permitted.
2.3 Option to Purchase. Oceanside shall not sell, surrender or
transfer ownership of the Policy while this Agreement is in effect without first
giving the Executive or the Executive's transferee the option to purchase the
Policy for a period of sixty (60) days from written notice of such intention.
The purchase price shall be an amount equal to the cash surrender value of the
Policy. This provision shall not impair the right of Oceanside to terminate this
Agreement.
Article 3
Premiums
3.1 Premium Payment. Oceanside shall pay any premiums due on the
Policy.
3.2 Imputed Income. Oceanside shall impute income to the Executive in
an amount equal to the current term rate for the Executive's age multiplied by
the aggregate death benefit payable to the Executive's beneficiary. The "current
term rate" is the minimum amount required to be imputed under Revenue Rulings
64-238 and 66-110, or any subsequent applicable authority.
Article 4
Assignment
The Executive may assign without consideration all interests in the
Policy and in this Agreement to any person, entity or trust. In the event the
Executive transfers all of the Executive's interest in the Policy, then all of
the Executive's interest in the Policy and in the Agreement shall be vested in
the Executive's transferee, who shall be substituted as a party hereunder and
the Executive shall have no further interest in the Policy or in this Agreement.
Article 5
Insurer
The Insurer shall be bound only by the terms of the Policy. Any
payments the Insurer makes or actions it takes in accordance with the Policy
shall fully discharge it from all claims, suits and demands of all entities or
persons. The Insurer shall not be bound by or be deemed to have notice of the
provisions of this Agreement.
Article 6
Claims Procedure
6.1 Claims Procedure. Oceanside shall notify the Executive, the
Executive's transferee or beneficiary, or any other party who claims a right to
an interest under this Agreement (the "Claimant") in writing, within 90 days of
Claimant's written application for benefits, of his or her eligibility or
ineligibility for benefits under this Agreement. If Oceanside determines that
the Claimant is not eligible for benefits or full benefits, the notice shall set
forth (1) the specific reasons for such denial, (2) a specific reference to the
provisions of this Agreement on which the denial is based, (3) a description of
any additional information or material necessary for the Claimant to perfect his
or her claim, and a description of why it is needed, and (4) an explanation of
this Agreement's claims review procedure and other appropriate information as to
the steps to be taken if the Claimant wishes to have the claim reviewed. If
Oceanside determines that there are special circumstances requiring additional
time to make a decision, Oceanside shall notify the Claimant of the special
circumstances and the date by which a decision is expected to be made, and may
extend the time for up to an additional 90 days.
6.2 Review Procedure. If the Claimant is determined by Oceanside not
to be eligible for benefits, or if the Claimant believes that he or she is
entitled to greater or different benefits, the Claimant shall have the
opportunity to have such claim reviewed by Oceanside by filing a petition for
review with Oceanside within 60 days after receipt of the notice issued by
Oceanside. Said petition shall state the specific reasons which the Claimant
believes entitle him or her to benefits or to greater or different benefits.
Within 60 days after receipt by Oceanside of the petition, Oceanside shall
afford the Claimant (and counsel, if any) an opportunity to present his or her
position to Oceanside verbally or in writing, and the Claimant (or counsel)
shall have the right to review the pertinent documents. Oceanside shall notify
the Claimant of its decision in writing within the sixty- day period, stating
specifically the basis of its decision, written in a manner to be understood by
the Claimant and the specific provisions of this Agreement on which the decision
is based. If, because of the need for a hearing, the 60-day period is not
sufficient, the decision may be deferred for up to another 6-day period at the
election of Oceanside, but notice of this deferral shall be given to the
Claimant.
Article 7
Amendments and Termination
This Agreement may be amended or terminated only by a written agreement
signed by Oceanside and the Executive. Unless otherwise agreed to by Oceanside
and the Executive, this Agreement will remain in effect following the
Executive's Termination of Employment.
Article 8
Miscellaneous
8.1 Binding Effect. This Agreement shall bind the Executive and
Oceanside, their beneficiaries, survivors, executors, administrators and
transferees, and any Policy beneficiary.
8.2 No Guarantee of Employment. This Agreement is not an employment
policy or contract. It does not give the Executive the right to remain an
employee of Oceanside, nor does it interfere with Oceanside's right to discharge
the Executive. It also does not require the Executive to remain an employee nor
interfere with the Executive's right to terminate employment at any time.
8.3 Applicable Law. The Agreement and all rights hereunder shall be
governed by and construed according to the laws of the State of Florida, except
to the extent preempted by the laws of the United States of America.
8.4 Notice. Any notice, consent or demand required or permitted to be
given under the provisions of this Split Dollar Agreement by one party to
another shall be in writing, shall be signed by the party giving or making the
same, and may be given either by delivering the same to such other party
personally, or by mailing the same, by United States certified mail, postage
prepaid, to such party, addressed to his or her last known address as shown on
the records of Oceanside. The date of such mailing shall be deemed the date of
such mailed notice, consent or demand.
8.5 Entire Agreement. This Agreement constitutes the entire agreement
between Oceanside and the Executive as to the subject matter hereof. No rights
are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.
8.6 Administration. Oceanside shall have powers which are necessary
to administer this Agreement, including but not limited to:
(a) Interpreting the provisions of the Agreement;
(b) Establishing and revising the method of accounting for the
Agreement;
(c) Maintaining a record of benefit payments; and
(d) Establishing rules and prescribing any forms necessary or
desirable to administer the Agreement.
8.7 Named Fiduciary. Oceanside shall be the named fiduciary and plan
administrator under the Agreement. The named fiduciary may delegate to others
certain aspects of the management and operation responsibilities of the plan
including the employment of advisors and the delegation of ministerial duties to
qualified individuals.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
EXECUTIVE: OCEANSIDE BANK
By
- ----------------------------------- ------------------------------
[Name of Executive] Title
---------------------------
SPLIT DOLLAR POLICY ENDORSEMENT
OCEANSIDE BANK SPLIT DOLLAR AGREEMENT
Policy No. [policy no.] Insured: [Name of Executive]
Supplementing and amending the application for insurance to [insurer]
("Insurer") on October 29, 1999, the applicant requests and directs that:
BENEFICIARIES
-------------
1. OCEANSIDE BANK, a state-chartered commercial bank located in
Jacksonville Beach, Florida ("Oceanside"), shall be the direct beneficiary of
death proceeds equal to the greater of (a) the cash surrender value of the
policy; (b) the aggregate premiums paid on the Policy by Oceanside less any
outstanding indebtedness to the Insurer; or (c) the sum of the policy cash value
at the time of death plus 10% of the difference between the total death proceeds
and the policy cash value at the time of death.
2. The beneficiary of any remaining death proceeds shall be designated
by the Insured or the Insured's transferee, subject to the provisions of
paragraph (5) below.
OWNERSHIP
---------
3. The Owner of the policy shall be Oceanside. The Owner shall have
all ownership rights in the Policy except as may be specifically granted to the
Insured or the Insured's transferee in paragraph (4) of this endorsement.
4. The Insured or the Insured's transferee shall have the right to
assign his or her rights and interests in the Policy with respect to that
portion of the death proceeds designated in paragraph (2) of this endorsement,
and to exercise all settlement options with respect to such death proceeds.
MODIFICATION OF ASSIGNMENT PROVISIONS OF THE POLICY
---------------------------------------------------
Upon the death of the Insured, the interest of any collateral assignee of the
Owner of the Policy designated in (3) above shall be limited to the portion of
the proceeds described in paragraph (1) above.
OWNERS AUTHORITY
----------------
The Insurer is hereby authorized to recognize the Owner's claim to rights
hereunder without investigating the reason for any action taken by the Owner,
including its statement of the amount of premiums it has paid on the Policy. The
signature of the Owner shall be sufficient for the exercise of any rights under
this Endorsement and the receipt of the Owner for any sums received by it shall
be a full discharge and release therefore to the Insurer.
Any transferee's rights shall be subject to the Endorsement.
The owner accepts and agrees to this split dollar endorsement.
Signed at , Florida, this day of , 2000.
---------------- ---- ------------
OCEANSIDE BANK
By
------------------------------
Its
------------------------------
The Insured accepts and agrees to the foregoing and, subject to the rights of
the Owner as stated above, designates as
--------------------------------------
primary beneficiary and as secondary beneficiary
------------------------------
of the portion of the proceeds described in (2) above.
Enter the relationship to the Insured of:
Primary beneficiary
----------------------------
Secondary beneficiary
--------------------------
Signed at , Florida, this day of , 2000.
---------------------- ---- ------------
THE INSURED:
- -------------------------------
[Name of Executive]
ATLANTIC BANCGROUP, INC.
REVOCABLE PROXY
2001 ANNUAL MEETING OF SHAREHOLDERS
This Proxy is solicited on behalf of the Board of Directors of Atlantic
BancGroup, Inc. who will serve as the Proxy Committee for the 2001 Annual
Meeting of Shareholders ("Annual Meeting").
The undersigned shareholder hereby appoints the Proxy Committee with the full
power of substitution to represent and to vote, as designated below, all the
shares of Atlantic BancGroup, Inc. held of record by the undersigned on February
28, 2001, at the Annual Meeting to be held at Sea Turtle Inn, 1 Ocean Boulevard,
Atlantic Beach, Florida at 2:00 P.M., Eastern Time, on April 26, 2001, or at any
adjournment thereof.
The undersigned shareholder understands that he or she may revoke this Proxy at
any time before it is voted by either filing with the Corporate Secretary, a
written notice of revocation, delivering to Atlantic BancGroup, Inc. a duly
executed Proxy bearing a later date, or by attending the Annual Meeting and
voting in person.
THE FOLLOWING PROPOSALS ARE BEING ACTED UPON:
WITHHOLD
PROPOSAL I: The election of three Class II members FOR AUTHORITY
of the Board of Directors to serve three-year terms --- ---------
expiring in 2004. [ ] [ ]
INSTRUCTION. To withhold your vote for any individual nominee, strike a line
through the nominee's name listed below.
- --------------------------------------------------------------------------------
Donald F. Glisson, Jr. Robin H. Scheiderman Gordon K. Watson
- --------------------------------------------------------------------------------
PROPOSAL II: The ratification of the Indexed Retirement Plan for FOR AGAINST ABSTAIN
the members of Atlantic BancGroup Inc.'s Board of Directors. --- ------- -------
[ ] [ ] [ ]
PROPOSAL III: The ratification of the Indexed Retirement Plan for FOR AGAINST ABSTAIN
one former and three current officers of Atlantic BancGroup Inc. or --- ------- -------
Oceanside Bank. [ ] [ ] [ ]
PROPOSAL IV: The ratification of the appointment of Stevens, Powell FOR AGAINST ABSTAIN
& Company, P..A., as the independent auditors for Atlantic BancGroup, --- ------- -------
Inc. for the fiscal year ending December 31, 2001. [ ] [ ] [ ]
PROPOSAL V: The adjournment of the Annual Meeting to solicit FOR AGAINST ABSTAIN
additional proxies in the event there are not sufficient votes --- ------- -------
to approve [ ] [ ] [ ]
Proposals I, II, III or IV.
IN THEIR DISCRETION, THE PROXY HOLDERS ARE AUTHORIZED TO TRANSACT AND TO VOTE
UPON SUCH OTHER BUSINESS as may properly come before the Annual Meeting, or at
any adjournment thereof, unless indicated otherwise by marking this box [ ].
NOTE: When properly executed, this Proxy will be voted in the manner directed by
the undersigned shareholder. UNLESS CONTRARY DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED FOR THE PROPOSALS LISTED.When shares are held jointly, both should
sign. When signing as attorney, executor, administrator, agent, trustee or
guardian, please give full title. The undersigned acknowledges receipt from
Atlantic BancGroup, Inc., prior to the execution of the Proxy, a Notice of the
Annual Meeting and a Proxy Statement dated March 26, 2001 and the 2000 Annual
Report.
Signature:
--------------------------------------------
STICKER Signature if held jointly:
----------------------------
Date:
-------------------------------------------------
- --------------------------------------------------------------------------------
Please mark, sign, date and return this Proxy Card promptly, using the enclosed
envelope. If you receive more than one Proxy Card, please sign and return all
Proxy Cards.
- --------------------------------------------------------------------------------