SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [_]
Check the appropriate box:
[_] Preliminary proxy statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive proxy statement
[_] Definitive additional materials
[_] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Indian Village Bancorp, Inc.
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(Name of Registrant as Specified in Its Charter)
Indian Village Bancorp, Inc.
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of securities to which transaction applies:
N/A
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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(5) Total Fee paid:
N/A
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
N/A
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(2) Form, schedule or registration statement no.:
N/A
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(3) Filing party:
N/A
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(4) Date filed:
N/A
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[Letterhead of Indian Village Bancorp, Inc.]
P.O. Box 830-100 South Walnut Street
Gnadenhutten, OH 44629
Phone (740) 254-4313 . Fax (740) 254-9555
March 27, 2000
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of
Indian Village Bancorp, Inc. The meeting will be held at the New Philadelphia
branch office of Indian Village Community Bank, 635 West High Avenue, New
Philadelphia, Ohio on Wednesday, May 3, 2000 at 1:00 p.m., local time. This will
be the first annual meeting since Indian Village Community Bank converted from
the mutual to stock form of organization on July 1, 1999.
The notice of annual meeting and proxy statement appearing on the following
pages describe the formal business to be transacted at the meeting. During the
meeting, we will also report on the operations of the Company. Directors and
officers of the Company, as well as a representative of Crowe, Chizek and
Company LLP, the Company's independent auditors, will be present to respond to
appropriate questions of stockholders.
It is important that your shares are represented at this meeting, whether
or not you attend the meeting in person and regardless of the number of shares
you own. To make sure your shares are represented, we urge you to complete and
mail the enclosed proxy card. If you attend the meeting, you may vote in person
even if you have previously mailed a proxy card.
We look forward to seeing you at the meeting.
Sincerely,
/s/ Marty R. Lindon
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Marty R. Lindon
President and Chief Executive Officer
INDIAN VILLAGE BANCORP, INC.
100 South Walnut Street
Gnadenhutten, Ohio 44629
(740) 254-4313
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 3, 2000
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NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Indian
Village Bancorp, Inc. ("Company") will be held at the New Philadelphia branch
office of Indian Village Community Bank, 635 West High Avenue, New Philadelphia,
Ohio on Wednesday, May 3, 2000 at 1:00 p.m., local time, for the following
purposes:
1. To elect two directors to serve for a term of three years;
2. To consider and vote upon a proposal to approve the Indian Village
Bancorp, Inc. 2000 Stock-Based Incentive Plan;
3. To ratify the appointment of Crowe, Chizek and Company LLP as
independent auditors for the Company for the fiscal year ending
December 31, 2000; and
4. To transact any other business that may properly come before the
meeting.
NOTE: The Board of Directors is not aware of any other business to come
before the meeting.
Only stockholders of record at the close of business on March 13, 2000 are
entitled to receive notice of the meeting and to vote at the meeting and any
adjournment or postponement of the meeting.
Please complete and sign the enclosed form of proxy, which is solicited by
the Board of Directors, and mail it promptly in the enclosed envelope. The proxy
will not be used if you attend the meeting and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Michael A. Cochran
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Michael A. Cochran
Corporate Secretary
Gnadenhutten, Ohio
March 27, 2000
IMPORTANT: The prompt return of proxies will save the Company the expense of
further requests for proxies in order to ensure a quorum. A self-addressed
envelope is enclosed for your convenience. No postage is required if mailed in
the United States.
PROXY STATEMENT
OF
INDIAN VILLAGE BANCORP, INC.
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ANNUAL MEETING OF STOCKHOLDERS
May 3, 2000
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This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Indian Village Bancorp, Inc. ("Indian
Village Bancorp" or the "Company") to be used at the annual meeting of
stockholders of the Company. The annual meeting will be held at the New
Philadelphia branch office of Indian Village Community Bank ("Indian Village")
located at 635 West High Avenue, New Philadelphia, Ohio on Wednesday, May 3,
2000 at 1:00 p.m., local time. This proxy statement and the enclosed proxy card
are being first mailed to stockholders on or about March 27, 2000.
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VOTING AND PROXY PROCEDURE
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Who Can Vote at the Meeting
You are entitled to vote your Indian Village Bancorp common stock only if
the records of the Company show that you held your shares as of the close of
business on March 13, 2000. If your shares are held "in street name" in a stock
brokerage account or by a bank or other nominee, you are considered the
beneficial owner of those shares and these proxy materials are being forwarded
to you by your broker or nominee. As the beneficial owner, you have the right to
direct your broker or nominee how to vote your shares and are also invited to
attend the meeting. Your broker or nominee has enclosed a voting instruction
card for you to use to direct your broker or nominee how to vote your shares.
As of the close of business on March 13, 2000, a total of 445,583 shares of
Indian Village Bancorp common stock were outstanding. Each share of common stock
has one vote. As provided in the Company's Articles of Incorporation, record
holders of the Company's common stock who beneficially own, either directly or
indirectly, in excess of 10% of the Company's outstanding shares are not
entitled to any vote in respect of the shares held in excess of the 10% limit.
Attending the Meeting
If you are a beneficial owner of Indian Village Bancorp common stock held
"in street name" by a broker, bank or other nominee, you will need proof of
ownership to be admitted to the meeting. A recent brokerage statement or letter
from a bank or broker are examples of proof of ownership. If you want to vote
your shares of Indian Village Bancorp common stock held "in street name" in
person at the meeting, you will have to get a written proxy in your name from
the broker, bank or other nominee who holds your shares.
Vote Required
The annual meeting will be held if a majority of the outstanding shares of
common stock entitled to vote is represented at the meeting. If you return valid
proxy instructions or attend the meeting in person, your shares will be counted
for purposes of determining whether there is a quorum, even if you abstain from
voting.
Broker non-votes also will be counted for purposes for determining the existence
of a quorum. A broker non-vote occurs when a broker, bank or other nominee
holding shares for a beneficial owner does not vote on a particular proposal
because the nominee does not have discretionary voting power with respect to
that item and has not received voting instructions from the beneficial owner.
In voting on the election of directors, you may vote in favor of all
nominees, withhold votes as to all nominees, or withhold votes as to specific
nominees. There is no cumulative voting for the election of directors. Directors
must be elected by a plurality of the votes cast at the annual meeting. This
means that the nominees receiving the greatest number of votes will be elected.
Votes that are withheld and broker non- votes will have no effect on the outcome
of the election. In voting on the approval of the Indian Village Bancorp, Inc.
2000 Stock-Based Incentive Plan and the ratification of the appointment of
Crowe, Chizek and Company LLP as independent auditors, you may vote in favor of
the proposal, vote against the proposal or abstain from voting. These matters
will be decided by the affirmative vote of a majority of the votes cast at the
annual meeting. On these two matters, abstentions and broker non-votes will have
no effect on the voting.
Voting by Proxy
This proxy statement is being sent to you by the Board of Directors of
Indian Village Bancorp for the purpose of requesting that you allow your shares
of Indian Village Bancorp common stock to be represented at the annual meeting
by the persons named in the enclosed proxy card. All shares of Indian Village
Bancorp common stock represented at the annual meeting by properly executed and
dated proxies will be voted according to the instructions indicated on the proxy
card. If you sign, date and return a proxy card without giving voting
instructions, your shares will be voted as recommended by the Company's Board of
Directors. The Board of Directors recommends a vote FOR each of the nominees for
director, FOR approval of the Indian Village Bancorp, Inc. 2000 Stock-Based
Incentive Plan and FOR ratification of Crowe, Chizek and Company LLP as
independent auditors.
If any matters not described in this proxy statement are properly presented
at the annual meeting, the persons named in the proxy card will use their own
best judgment to determine how to vote your shares. This includes a motion to
adjourn or postpone the annual meeting in order to solicit additional proxies.
If the annual meeting is postponed or adjourned, your Indian Village Bancorp
common stock may be voted by the persons named in the proxy card on the new
annual meeting date as well, unless you have revoked your proxy. The Company
does not know of any other matters to be presented at the annual meeting.
You may revoke your proxy at any time before the vote is taken at the
meeting. To revoke your proxy you must either advise the Secretary of the
Company in writing before your common stock has been voted at the annual
meeting, deliver a later dated proxy, or attend the meeting and vote your shares
in person. Attendance at the annual meeting will not in itself constitute
revocation of your proxy.
If your Indian Village Bancorp common stock is held "in street name," you
will receive instructions from your broker, bank or other nominee that you must
follow in order to have your shares voted. Your broker, bank or other nominee
may allow you to deliver your voting instructions via the telephone or the
Internet. Please see the instruction form provided by your broker, bank or other
nominee that accompanies this proxy statement.
2
Participants in Indian Village's ESOP and 401(k) Plan
If you are a participant in the Indian Village Community Bank Employee
Stock Ownership Plan ("ESOP") or if you hold shares of Company common stock
through the Bank's 401(k) Plan, you will be receiving voting instructions under
separate cover. These instructions will allow you to direct the trustees for the
plans how to vote the shares of Company common stock allocated to your plan
accounts.
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STOCK OWNERSHIP
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The following table provides information as of March 13, 2000 with respect
to persons known to the Company to be the beneficial owners of more than 5% of
the Company's outstanding common stock. A person may be considered to
beneficially own any shares of common stock over which he or she has, directly
or indirectly, sole or shared voting or investing power.
Percent of
Number of Common Stock
Name and Address Shares Owned Outstanding
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Indian Village Community Bank 35,637/(1)/ 8.0%
Employee Stock Ownership Plan
100 South Walnut Street
Gnadenhutten, Ohio 44629
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(1) Under the terms of the ESOP, the ESOP trustees will vote shares allocated
to participants' accounts in the manner directed by the participants.
Subject to their fiduciary responsibility, the trustees will vote
unallocated shares and allocated shares for which no timely voting
instructions are received in the same proportion as shares for which they
have received voting instructions from participants. As of March 13, 2000,
no shares had been allocated under the ESOP. Therefore, each ESOP
participant is deemed to have one share of Company common stock in the ESOP
allocated to his or her account for the sole purpose of providing voting
instructions to the trustees, who are Michael A. Cochran and Cindy S.
Knisely.
The following table provides information about the shares of Company common
stock that may be considered to be beneficially owned by each nominee for
director of the Company and by all directors and executive officers of the
Company as a group as of March 13, 2000. A person may be considered to
beneficially own any shares of common stock over which he or she has, directly
or indirectly, sole or shared voting or investment power. Unless otherwise
indicated, each of the named individuals has sole voting power and sole
investment power with respect to the number of shares shown.
3
Number of Percent of Common Stock
Name Shares Owned Outstanding/(1)/
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John A. Beitzel 10,200/(2)/ 2.3%
Michael A. Cochran 16,000/(3)/ 3.6
Cindy S. Knisely 7,600/(4)/ 1.7
Joanne Limbach 6,500 1.5
Marty R. Lindon 11,000/(5)/ 2.5
Rebecca S. Mastin 10,000 2.2
Vernon E. Mishler 10,000 2.2
All directors and executive officers as a 75,930 17.0
group (8 persons)
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(1) Based on 445,583 shares of Company common stock outstanding and entitled to
vote as of March 13, 2000.
(2) Includes 200 shares owned by Mr. Beitzel's spouse.
(3) Includes 5,000 shares owned by Mr. Cochran's spouse. Does not include
35,637 shares held by Indian Village's ESOP, for which Mr. Cochran serves
as a trustee.
(4) Includes 100 shares owned by Ms. Knisely's daughter. Does not include
35,637 shares held by Indian Village's ESOP, for which Ms. Knisely serves
as a trustee.
(5) Includes 500 shares owned by Mr. Lindon's daughter.
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PROPOSAL 1 -- ELECTION OF DIRECTORS
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The Company's Board of Directors consists of seven members. Five directors
are independent and two are members of management. The Board is divided into
three classes with three-year staggered terms, with approximately one-third of
the directors elected each year. The nominees for election this year, to serve
for a three-year term, or until their respective successors have been elected
and qualified, are John A. Beitzel and Cindy S. Knisely, both of whom are
currently directors of the Company and Indian Village.
The Board of Directors intends that the proxies solicited by it will be
voted for the election of the nominees named above. If any nominee is unable to
serve, the persons named in the proxy card would vote your shares to approve the
election of any substitute proposed by the Board of Directors. Alternatively,
the Board of Directors may adopt a resolution to reduce the size of the Board.
At this time, the Board of Directors knows of no reason why any nominee might be
unable to serve.
The Board of Directors recommends a vote "FOR" the election of all of the
nominees.
Information regarding the nominees and the directors continuing in office
is provided below. Unless otherwise stated, each individual has held his or her
current occupation for the last five years. The age indicated for each
individual is as of December 31, 1999. The indicated period of service as a
director includes the period of service as a director of Indian Village.
4
Board Nominees
John A. Beitzel serves as Vice Chairman of the Board of both the Company
and Indian Village. He is retired as the elected Tuscarawas County auditor. Age
51. Director since 1997.
Cindy S. Knisely, a certified public accountant, is the President of
Knisely & Associates Accounting and Financial Services, Inc., a certified public
accounting firm. Age 42. Director since 1997.
Directors Continuing in Office
The following directors have terms ending in 2001:
Joanne Limbach is the President of Limbach, Nolan and Dantonio, Inc. D/B/A
Limbach and Associates, a state and local tax consulting firm located in
Columbus, Ohio. Ms. Limbach served as Tax Commissioner for the State of Ohio
from 1983 to 1991. Age 59. Director since 1997.
Marty R. Lindon has served as President and Chief Executive Officer of the
Company and Indian Village since March 1999 and December 1998, respectively.
Before being appointed President and Chief Executive Officer of Indian Village,
he served as Vice President of Lending since 1993. Age 42. Director since 1998.
Vernon E. Mishler is a retired Ohio State Auditor and public accountant.
Age 71. Director since 1989.
The following directors have terms ending in 2002:
Michael A. Cochran is an attorney in private practice. He is also Assistant
Prosecuting Attorney for Tuscarawas County, Ohio. Mr. Cochran also serves as
Corporate Secretary for Indian Village Bancorp and Indian Village. Age 49.
Director since 1995.
Rebecca S. Mastin owns Wendy's restaurant franchises. Age 46. Director
since 1996.
Meetings and Committees of the Board of Directors
The business of the Company and Indian Village is conducted through
meetings and activities of their Boards of Directors and their committees.
During the year ended December 31, 1999, the Board of Directors of the Company
held three meetings and the Board of Directors of Indian Village held 12 regular
meetings and 12 special meetings. No director attended fewer than 75% of the
total meetings of the Boards of Directors and committees on which he or she
served.
The Audit Committee, consisting of Rebecca S. Mastin and Vernon E. Mishler,
receives and reviews all reports prepared by the Company's independent auditors.
This committee met 12 times during the year ended December 31, 1999.
The Asset Classification Committee, consisting of Michael A. Cochran and
Joanne Limbach, reviews Indian Village's past due and delinquent loans and
reports its findings to the Board of Directors quarterly. This committee met
four times during the year ended December 31, 1999.
5
The Nominating Committee, consisting of the full Board of Directors,
selects annually the nominees for election as directors. This committee met on
January 20, 2000 to select management's nominees for election as directors at
this annual meeting. The Company's Bylaws provide for shareholder nominations of
directors. These provisions require such nominations to be made pursuant to
timely notice in writing to the Secretary of the Company. The shareholder's
notice of nomination must contain all information relating to the nominee which
is required to be disclosed by the Company's Bylaws. See "Stockholder
Proposals."
Directors' Compensation
Indian Village pays a monthly fee of $1,000 to each director for service on
the Board of Directors and any committees. Indian Village Bancorp does not pay
separate fees for service on its Board of Directors.
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EXECUTIVE COMPENSATION
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Summary Compensation Table
The following information is furnished for Marty R. Lindon. No executive
officer of Indian Village Bancorp or Indian Village received salary and bonus of
$100,000 or more during the year ended December 31, 1999.
Annual
Compensation (1)(2)
-------------------
All Other
Name and Position Year Salary Bonus Compensation
- ----------------- ---- ------ ----- ------------
Marty R. Lindon 1999 $64,000 $10,000 $3,514/(3)/
President and Chief 1998 41,000 7,000 4,686
Executive Officer
_____________________
(1) Compensation information for 1997 has been omitted because Indian Village
Bancorp was not a public company nor a subsidiary of a public company at
that time.
(2) Does not include the aggregate amount of perquisites and other personal
benefits, which was less than $50,000 or 10% of the total annual salary and
bonus reported.
(3) Consists entirely of employer pension plan contribution. In 1999, the Bank
terminated the pension plan and implemented a 401(k) plan.
Employment Agreement
Indian Village Bancorp and Indian Village have entered into a three-year
employment agreement with Mr. Lindon. Under the employment agreement, Mr.
Lindon's current annual salary is $64,000, which amount Indian Village pays and
may be increased at the discretion of the Board of Directors or an authorized
committee of the Board. On the anniversary of the commencement date of the
employment agreement, the term may be extended for an additional year at the
discretion of the Board. Indian Village Bancorp and Indian Village may terminate
the agreement at any time. Mr. Lindon may terminate the agreement if he is
assigned duties inconsistent with his initial position, duties, responsibilities
and status. The agreement may also terminate upon the occurrence of certain
events specified by federal regulations. If Mr. Lindon's employment is
terminated without cause or upon his voluntary termination following the
occurrence of an event described in the preceding
6
sentence, Indian Village would be required to honor the terms of the agreement
through the expiration of the current term, including payment of current cash
compensation and continuation of employee benefits.
The employment agreement also provides for a severance payment and other
benefits in the event of involuntary termination of employment in connection
with any change in control of Indian Village Bancorp or Indian Village. A
severance payment also will be provided on a similar basis in connection with a
voluntary termination of employment where, after a change in control, Mr. Lindon
is assigned duties inconsistent with his position, duties, responsibilities and
status immediately before a change in control.
The maximum present value of the severance benefits under the employment
agreement is 2.99 times Mr. Lindon's average annual compensation during the
five-year period preceding the effective date of the change in control (the
"base amount"). The employment agreement provides that the value of the maximum
benefit may be distributed, at the executive's election, in the form of a lump
sum cash payment equal to 2.99 times the executive's base amount or a
combination of a cash payment and continued coverage under Indian Village's
health, life and disability programs for a 36-month period following the change
in control, the total value of which does not exceed 2.99 times the executive's
base amount. Section 280G of the Internal Revenue Code provides that severance
payments that equal or exceed three times the individual's base amount are
deemed to be "excess parachute payments" if they are contingent upon a change in
control. Individuals receiving excess parachute payments are subject to a 20%
excise tax on the amount of any excess parachute payments, and the Company would
not be entitled to deduct the amount of such excess payments.
The employment agreement restricts Mr. Lindon's right to compete against
Indian Village Bancorp and Indian Village for a period of one year from the date
of termination of the agreement if he voluntarily terminates employment, except
in the event of a change in control.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10% of any
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Executive officers, directors and greater than 10% stockholders are required by
regulation to furnish the Company with copies of all Section 16(a) reports they
file.
Based solely on the Company's review of copies of the reports it has
received and written representations provided to it from the individuals
required to file the reports, the Company believes that each of its executive
officers and directors has complied with applicable reporting requirements for
transactions in Indian Village Bancorp common stock during the year ended
December 31, 1999, except that the following transactions by the following
individuals were not reported on a timely basis on Form 4 due to administrative
error: one report containing two purchase transactions by Mr. Beitzel; one
report containing one purchase transaction and one report containing three
purchase transactions by Mr. Cochran; one report containing two purchase
transactions by Ms. Knisely; one report containing one purchase transaction by
Ms. Limbach; one report containing one purchase transaction by Mr. Lindon; one
report containing one purchase transaction by Ms. Mastin; one report containing
one purchase transaction by Mr. Mishler; and one report containing two purchase
transactions by Lori S. Frantz, Vice President, Treasurer and Chief Financial
Officer of Indian Village Bancorp and Indian Village. All transactions were
subsequently reported by each individual on a Form 4.
7
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TRANSACTIONS WITH MANAGEMENT
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Loans and Extensions of Credit
Federal regulations require that all loans or extensions of credit to
executive officers and directors of insured financial institutions like Indian
Village must be made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
other persons, except for loans made pursuant to programs generally available to
all employees, and must not involve more than the normal risk of repayment or
present other unfavorable features. Indian Village, therefore, is prohibited
from making any new loans or extensions of credit to executive officers and
directors at different rates or terms than those offered to the general public,
except for loans made under programs generally available to all employees, and
Indian Village has adopted a policy to this effect. In addition, loans made to a
director or executive officer in an amount that, when aggregated with the amount
of all other loans to such person and his or her related interests, are in
excess of the greater of $25,000 or 5% of the institution's capital and surplus
(up to a maximum of $500,000) must be approved in advance by a majority of the
disinterested members of the Board of Directors. The aggregate outstanding
balance of loans by Indian Village to its executive officers and directors was
approximately $452,000 at December 31, 1999.
Other Transactions
Michael A. Cochran performs legal services for Indian Village Bancorp and
Indian Village. In 1999, Indian Village Bancorp and Indian Village paid a total
of $8,885 in legal fees to Mr. Cochran for legal services rendered to Indian
Village Bancorp and Indian Village, which included a retainer fee of $2,400.
These amounts in total did not represent more than 5% of total legal fees that
Mr. Cochran earned in 1999.
Indian Village and John A. Beitzel were parties to a consulting contract
calling for him to consult with the Board of Directors on general matters
relating to the operations of Indian Village between January 1, 1999 and June
30, 1999. Mr. Beitzel received $13,010 as compensation for his services over the
term of the agreement.
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PROPOSAL 2 -- APPROVAL OF THE INDIAN VILLAGE BANCORP, INC.
2000 STOCK-BASED INCENTIVE PLAN
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The Board of Directors of the Company is presenting for stockholder
approval the Indian Village Bancorp, Inc. 2000 Stock-Based Incentive Plan, in
the form attached to this proxy statement as Appendix A. The purpose of the plan
is to attract and retain qualified personnel in key positions, provide officers,
employees and non-employee directors of the Company and Indian Village, with a
proprietary interest in the Company as an incentive to contribute to the success
of the Company, promote the attention of management to other stockholder's
concerns, and reward employees for outstanding performance. The following is a
summary of the material terms of the plan which is qualified in its entirety by
the complete text of the plan.
8
General
The plan authorizes both the grant of options to purchase common stock of
the Company and the award of restricted shares of common stock. Subject to
certain adjustments to prevent dilution of awards to participants, the number of
shares of common stock reserved for awards under the plan is 62,381 shares,
consisting of 44,558 shares reserved for options and 17,823 shares reserved for
restricted stock awards. All employees and non-employee directors of the Company
and its affiliates are eligible to receive awards under the plan. The plan will
be administered by a committee (the "Committee") consisting of members of the
Board of Directors who are not employees of the Company or its affiliates.
Authorized but unissued shares or shares previously issued and reacquired by the
Company may be used to satisfy awards under the plan. If authorized but unissued
shares are used to satisfy restricted stock awards and the exercise of options
granted under the plan, the number of outstanding shares will increase and will
have a dilutive effect on the holdings of existing stockholders. Indian Village
Bancorp may establish a trust under which the trustee will purchase, with
contributions from the Company or Indian Village, previously issued shares to
fund the Company's obligation for restricted stock awards. As of the date of
this proxy statement, no awards have been granted under the plan.
Types of Awards
General. The plan authorizes the grant of awards in the form of: (1)
options intended to qualify as incentive stock options under Section 422 of the
Internal Revenue Code (options which provide certain tax benefits to the
recipients upon compliance with applicable requirements, but which do not result
in tax deductions to the Company); (2) options that do not so qualify (options
which do not provide the same income tax benefits to recipients, but which may
provide tax deductions to the Company), referred to as "non-statutory stock
options"; and (3) grants of restricted shares of common stock. Each type of
award may be subject to certain vesting or service requirements or other
conditions imposed by the Committee.
Options. Subject to the terms of the plan, the Committee has the authority
to determine the amount of options granted to any individual and the date or
dates on which each option will become exercisable and any other conditions
applicable to an option. The exercise price of all options will be determined by
the Committee but will be at least 100% of the fair market value of the
underlying common stock at the time of grant. The exercise price of any option
may be paid in cash, common stock, or any other form permitted by the Committee
at its discretion. See "Alternate Option Payments" below. The term of options
will be determined by the Committee, but in no event will an option be
exercisable more than ten years from the date of grant (or five years from date
of grant for a 10% owner with respect to incentive stock options).
All options granted under the plan to officers and employees may, at the
discretion of the Committee, qualify as incentive stock options to the extent
permitted under Section 422 of the Internal Revenue Code. Under certain
circumstances, incentive stock options may be converted into non-statutory stock
options. In order to qualify as incentive stock options under Section 422 of the
Internal Revenue Code, the option must generally be granted only to an employee,
must not be transferable (other than by will or the laws of descent and
distribution), the exercise price must not be less than 100% of the fair market
value of the common stock on the date of grant, the term of the option may not
exceed ten years from the date of grant, and no more than $100,000 of options
may become exercisable for the first time in any calendar year. Notwithstanding
the foregoing requirements, incentive stock options granted to any person who is
the beneficial owner of more than 10% of the outstanding voting stock of the
Company may be exercised only for a period of five years from the date of grant
and the exercise price must be at least equal to 110% of the fair market value
of the underlying
9
common stock on the date of grant. Each non-employee director of the Company or
its affiliates, as well as employees, will be eligible to receive non-statutory
stock options.
Unless the Committee determines otherwise, upon termination of an option
holder's services for any reason other than death, disability, retirement or
termination for cause, all then exercisable options will remain exercisable for
three months following termination, or if sooner, the expiration of the term of
the option If an option holder dies or becomes disabled, all unexercisable
options will become exercisable and remain exercisable for two years, or if
sooner, the expiration of the term of the option. Upon the occurrence of a
change in control, all unexercisable options held by the option holder will
become fully exercisable and remain exercisable until the expiration of the term
of the option, regardless of termination of employment or service. If an option
holder's employment or service is terminated for cause, all exercisable and
unexercisable options held by the option holder will be canceled. If an option
holder retires, all unexercisable options will be canceled, unless the
Committee, in its sole discretion, allows unexercisable options to continue to
vest or become exercisable according to their original terms.
Under generally accepted accounting principles, compensation expense is
generally not recognized with respect to the award of stock options.
Restricted Stock Awards. Subject to the terms of the plan and applicable
regulation, the Committee has the authority to determine the amounts of
restricted stock awards granted to any individual and the dates on which
restricted stock awards granted will vest or any other conditions which must be
satisfied before vesting. Stock award recipients may also receive amounts equal
to accumulated cash and stock dividends or other distributions (if any) with
respect to shares awarded in the form of restricted stock. In addition, before
vesting, recipients of restricted stock awards may also direct the voting of
shares of common stock granted to them.
Unless the Committee determines otherwise, upon termination of the services
of a holder of a stock award for any reason other than death, disability,
retirement or termination for cause, all the holder's rights in unvested
restricted stock awards will be canceled. If the holder of the stock award dies
or becomes disabled or upon the occurrence of a change in control, all unvested
restricted stock awards held by such individual will become fully vested. If a
holder of a stock award is terminated for cause, all unvested stock awards held
by such individual will be canceled. If the holder of a stock award retires, all
unvested restricted stock awards held by such individual will be canceled unless
the Committee, in its sole discretion, determines that all unvested restricted
stock awards will continue to vest or be vested in accordance with the original
terms of the grant.
Federal Income Tax Treatment
Options. An option holder will generally not be deemed to have recognized
taxable income upon grant or exercise of any incentive stock option, provided
that shares transferred in connection with the exercise are not disposed of by
the optionee for at least one year after the date the shares are transferred in
connection with the exercise of the option and two years after the date of grant
of the option. If these holding periods are satisfied, upon disposal of the
shares, the aggregate difference between the per share option exercise price and
the fair market value of the common stock is recognized as income taxable at
capital gains rates. No compensation deduction may be taken by the Company as a
result of the grant or exercise of incentive stock options, assuming these
holding periods are met.
10
In the case of the exercise of a non-statutory stock option, an option
holder will be deemed to have received ordinary income upon exercise of the
option in an amount equal to the aggregate amount by which the fair market value
of the common stock exceeds the exercise price of the option. If shares received
through the exercise of an incentive stock option are disposed of before the
satisfaction of the holding periods (a "disqualifying disposition"), the
exercise of the option will essentially be treated as the exercise of a non-
statutory stock option, except that the option holder will recognize the
ordinary income for the year in which the disqualifying disposition occurs. The
amount of any ordinary income recognized by an optionee upon the exercise of a
non-statutory stock option or due to a disqualifying disposition will be a
deductible expense of the Company for federal income tax purposes.
Restricted Stock Awards. A participant who has been awarded restricted
stock under the plan and does not make an election under Section 83(b) of the
Internal Revenue Code will not recognize taxable income at the time of the
award. At the time any transfer or forfeiture restrictions applicable to the
restricted stock award lapse, the recipient will recognize ordinary income and
the Company will be entitled to a corresponding deduction equal to the excess of
the fair market value of such stock at such time over the amount paid, if any,
therefor. Any dividend paid to the recipient on the restricted stock at or
before such time will be ordinary compensation income to the recipient and
deductible as such by the Company.
A recipient of a restricted stock award who makes an election under Section
83(b) of the Code will recognize ordinary income at the time of the award and
the Company will be entitled to a corresponding deduction equal to the fair
market value of such stock at such time over the amount paid, if any, therefor.
Any dividends subsequently paid to the recipient on the restricted stock will be
dividend income to the recipient and not deductible by the Company. If the
recipient makes a Section 83(b) election, there are no federal income tax
consequences either to the recipient or the Company at the time any transfer or
forfeiture restrictions applicable to the restricted stock award lapse.
Alternate Option Payments
Subject to the terms of the plan, the Committee has discretion to determine
the form of payment for the exercise of an option. The Committee may indicate
acceptable forms in the award agreement covering such options or may reserve its
decision to the time of exercise. An option will not be considered exercised
until payment in full is accepted by the Committee. Any shares of common stock
tendered in payment of the exercise price of an option will be valued at the
fair market value of the common stock on the date before the date of exercise.
Amendments
Subject to certain restrictions contained in the plan, the Board of
Directors or the Committee may amend the plan in any respect, at any time,
provided that no amendment may affect the rights of the holder of an award
without his or her permission and such amendment must comply with applicable law
and regulation.
Adjustments
If there is any change in the outstanding shares of common stock of the
Company by reason of any stock dividend or split, recapitalization, merger,
consolidation, spin-off, reorganization, combination or exchange of shares, or
other similar corporate change, or other increase or decrease in such shares
without receipt or payment of consideration by the Company, or if an
extraordinary capital distribution is made, including the payment of an
extraordinary dividend, the Committee may make such adjustments to previously
11
granted awards, to prevent dilution, diminution or enlargement of the rights of
the holder; provided, however, that in the case of an extraordinary dividend,
the Committee may be required to obtain approval of the Office of Thrift
Supervision before any such adjustment. All awards under the plan will be
binding upon any successors or assigns of the Company.
Nontransferability
Unless the Committee determines otherwise, awards under the plan will not
be transferable by the recipient other than by will or the laws of intestate
succession or according to a domestic relations order. With the consent of the
Committee, a recipient may permit transferability or assignment for valid estate
planning purposes of a non-statutory stock option as permitted under the
Internal Revenue Code or federal securities laws and a participant may designate
a person or his or her estate as beneficiary of any award to which the recipient
would then be entitled, if the participant dies.
Stockholder Approval, Effective Date of Plan and Regulatory Compliance
The plan provides that it shall become effective on July 2, 2000, subject
to prior approval of the plan by the Company's stockholders. The effective date
has been delayed until July 2, 2000 to ensure compliance with federal
regulations that would otherwise limit the terms of awards under the plan and,
specifically, the circumstances in which the vesting of outstanding awards may
be accelerated. Accordingly, assuming stockholder approval, the plan may not be
implemented and no awards may be made before July 2, 2000. Implementation of the
plan is subject to the regulations of the Office of Thrift Supervision. The
Office of Thrift Supervision has not endorsed or approved the plan.
New Plan Benefits
As of the date of this proxy statement, no decisions have been made
regarding the granting of any options or stock awards under the plan.
The Board of Directors recommends that you vote "FOR" approval of the
Indian Village Bancorp, Inc. 2000 Stock-Based Incentive Plan.
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PROPOSAL 3 -- RATIFICATION OF INDEPENDENT AUDITORS
- ------------------------------------------------------------------------------
Before the year ended December 31, 1998, Indian Village's financial
statements were audited by Robb, Dixon, Francis, Davis, Oneson & Company. At the
recommendation of the Company's Audit Committee, the Company dismissed Robb,
Dixon, Francis, Davis, Oneson & Company and replaced it with Crowe, Chizek and
Company LLP, which was engaged on October 15, 1998. The Company's Board of
Directors approved the decision to change independent auditors on October 15,
1998.
For the year ended December 31, 1997 and up to the date of the replacement
of the former accountant, there were no disagreements with the former accountant
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure which, if not resolved to the
satisfaction of the former accountant, would have caused it to make a reference
to the subject matter of the disagreement in connection with its reports. The
independent auditors' report on the financial statements for the fiscal year
12
ended December 31, 1997 did not contain an adverse opinion or a disclaimer of
opinion, and was not qualified or modified as to uncertainty, audit scope, or
accounting principles.
The Board of Directors has appointed Crowe, Chizek and Company LLP to be
its independent auditors for the 2000 year, subject to the ratification by
stockholders. A representative of Crowe, Chizek and Company LLP is expected to
be present at the annual meeting to respond to appropriate questions from
stockholders and will have the opportunity to make a statement should he or she
desire to do so.
If the ratification of the appointment of the independent auditors is not
approved by a majority of the votes cast by stockholders at the annual meeting,
the Board of Directors may consider other independent auditors. The Board of
Directors recommends that stockholders vote FOR the ratification of the
appointment of independent auditors.
- ------------------------------------------------------------------------------
MISCELLANEOUS
- ------------------------------------------------------------------------------
The Company will pay the cost of this proxy solicitation. The Company will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of Indian Village Bancorp common stock. In addition to
soliciting proxies by mail, directors, officers and regular employees of the
Company may solicit proxies personally or by telephone without receiving
additional compensation. The Company has retained Regan & Associates, Inc. to
assist in soliciting proxies for a fee of $2,750, plus reimbursable expenses up
to $1,000.
The Company's Annual Report to Stockholders has been mailed to stockholders
as of the close of business on March 13, 2000. Any stockholder who has not
received a copy of the Annual Report may obtain a copy by writing to the
Secretary of the Company. The Annual Report is not to be treated as part of the
proxy solicitation material or as having been incorporated in this proxy
statement by reference.
A copy of the Company's Form 10-KSB for the fiscal year ended December 31,
1999, as filed with the Securities and Exchange Commission, will be furnished
without charge to stockholders as of the close of business on March 13, 2000
upon written request to Michael A. Cochran, Corporate Secretary, Indian Village
Bancorp, Inc., P.O. Box 830, Gnadenhutten, Ohio 44629.
- ------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- ------------------------------------------------------------------------------
Proposals that stockholders seek to have included in the proxy statement
for the Company's next annual meeting must be received by the Company no later
than November 27, 2000. If next years annual meeting is held on a date more than
30 calendar days from May 3, 2001, a stockholder proposal must be received by a
reasonable time before the proxy solicitation for such annual meeting is made.
Any stockholder proposals will be subject to the requirements of the proxy rules
adopted by the Securities and Exchange Commission.
13
The Company's Bylaws provides that in order for a stockholder to make
nominations for the election of directors or proposals for business to be
brought before the annual meeting, a stockholder must deliver notice of such
nominations and/or proposals to the Secretary not less than 60 nor more than 90
days before the date of the annual meeting; provided that if less than 71 days'
notice or prior public disclosure of the date of the annual meeting is given to
stockholders, such notice must be delivered not later than the close of the
tenth day following the day on which notice of the date of the annual meeting
was mailed to stockholders or prior public disclosure of the meeting date was
made. A copy of the Bylaws may be obtained from the Company.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Michael A. Cochran
----------------------
Michael A. Cochran
Corporate Secretary
Gnadenhutten, Ohio
March 27, 2000
14
INDIAN VILLAGE BANCORP, INC.
2000 STOCK-BASED INCENTIVE PLAN
1. DEFINITIONS.
-----------
(a) "Affiliate" means any "parent corporation" or "subsidiary corporation"
of the Holding Company, as such terms are defined in Sections 424(e) and 424(f)
of the Code.
(b) "Award" means, individually or collectively, a grant under the Plan of
Non-Statutory Stock Options, Incentive Stock Options and Stock Awards.
(c) "Award Agreement" means an agreement evidencing and setting forth the
terms of an Award.
(d) "Bank" means Indian Village Community Bank.
(e) "Board of Directors" means the board of directors of the Holding
Company.
(f) "Change in Control" of the Holding Company or the Bank means: (i) an
event of a nature that would be required to be reported in response to Item 1(a)
of the current report on Form 8-K, as in effect on the date hereof, pursuant to
Section 13 or 15(d) of the Exchange Act; or (ii) an event that results in a
change in control of the Bank or the Holding Company within the meaning of the
Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act,
and the rules and regulations promulgated by the Office of Thrift Supervision
(or its predecessor agency), as in effect on the date hereof (provided, that in
applying the definition of change in control as set forth under the rules and
regulations of the OTS, the Board of Directors shall substitute its judgment for
that of the OTS); or (iii) without limitation such a Change in Control shall be
deemed to have occurred at such time as (A) any "person" (as the term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of voting securities of the Bank or the Holding Company representing
20% or more of the Bank's or the Holding Company's outstanding voting securities
or the right to acquire such securities except for any voting securities of the
Bank purchased by the Holding Company and any voting securities purchased by any
employee benefit plan of the Holding Company or its Subsidiaries, or (B)
individuals who constitute the Board of Directors on the date hereof (the
"Incumbent Board") cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to the date
hereof whose election was approved by a vote of at least three-quarters of the
directors comprising the Incumbent Board, or whose nomination for election by
the Holding Company's stockholders was approved by a Nominating Committee solely
composed of members which are Incumbent Board members, shall be, for purposes of
this clause (B), considered as though he or she were a member of the Incumbent
Board, or (C) a plan of reorganization, merger, consolidation, sale of all or
substantially all the assets of the Bank or the Holding Company or similar
transaction occurs or is effectuated in which the Bank or Holding Company is not
the resulting entity; provided, however, that such an event listed above will be
deemed to have occurred or to have been effectuated upon the receipt of all
required federal regulatory approvals not including the lapse of any statutory
waiting periods, or (D) a proxy statement has been distributed soliciting
proxies from stockholders of the Holding Company, by someone other than the
current management of the Holding Company, seeking stockholder approval of a
plan of reorganization, merger or consolidation of the Holding Company or Bank
with one or more corporations as a result of which the outstanding shares of the
class of securities then subject to such plan or transaction are exchanged for
or converted into cash or property or securities not issued by the Bank or the
Holding Company, or (E) a tender offer is made for 20% or more of the voting
securities of the Bank or Holding Company then outstanding by a person other
than the Bank or Holding Company.
A-1
(g) "Code" means the Internal Revenue Code of 1986, as amended.
(h) "Committee" means the committee designated by the Board of
Directors, pursuant to Section 2 of the Plan, to administer the Plan.
(i) "Common Stock" means the common stock of the Holding Company, par
value $.01 per share.
(j) "Date of Grant" means the effective date of an Award.
(k) "Disability" means any mental or physical condition with respect
to which the Participant qualifies for and receives benefits for under a long-
term disability plan of the Holding Company or an Affiliate, or in the absence
of such a long-term disability plan or coverage under such a plan, "Disability"
shall mean a physical or mental condition which, in the sole discretion of the
Committee, is reasonably expected to be of indefinite duration and to
substantially prevent the Participant from fulfilling his or her duties or
responsibilities to the Holding Company or an Affiliate.
(l) "Effective Date" means July 2, 2000, but only if, prior to such
date, the Plan is approved by the Holding Company's shareholders. The Plan will
be so approved if at an annual or special meeting of shareholders held prior to
such date a quorum is present and the majority of the votes cast at such meeting
by the holders of the Common Stock shall be cast in favor of its approval.
(m) "Employee" means any person employed by the Holding Company or an
Affiliate. Directors who are employed by the Holding Company or an Affiliate
shall be considered Employees under the Plan.
(n) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(o) "Exercise Price" means the price at which a Participant may
purchase a share of Common Stock pursuant to an Option.
(p) "Fair Market Value" means the market price of Common Stock,
determined by the Committee as follows:
(i) If the Common Stock was traded on the date in question on
The Nasdaq Stock Market, then the Fair Market Value shall
be equal to the closing price reported for such date;
(ii) If the Common Stock was traded on a stock exchange on the
date in question, then the Fair Market Value shall be
equal to the closing price reported by the applicable
composite transactions report for such date; and
(iii) If neither of the foregoing provisions is applicable, then
the Fair Market Value shall be determined by the Committee
in good faith on such basis as it deems appropriate.
Whenever possible, the determination of Fair Market Value
by the Committee shall be based on the prices reported in
The Wall Street Journal. The Committee's determination of
-----------------------
Fair Market Value shall be conclusive and binding on all
persons.
(q) "Holding Company" means Indian Village Bancorp, Inc.
A-2
(r) "Incentive Stock Option" means a stock option granted to a
Participant, pursuant to Section 7 of the Plan, that is intended to meet the
requirements of Section 422 of the Code.
(s) "Non-Statutory Stock Option" means a stock option granted to a
Participant pursuant to the terms of the Plan but which is not intended to be
and is not identified as an Incentive Stock Option or a stock option granted
under the Plan which is intended to be and is identified as an Incentive Stock
Option but which does not meet the requirements of Section 422 of the Code.
(t) "Option" means an Incentive Stock Option or Non-Statutory Stock
Option.
(u) "Outside Director" means a member of the board(s) of directors of
the Holding Company or an Affiliate who is not also an Employee of the Holding
Company or an Affiliate.
(v) "Participant" means any person who holds an outstanding Award.
(w) "Plan" means this Indian Village Bancorp, Inc. 2000 Stock-Based
Incentive Plan.
(x) "Retirement" means retirement from employment with the Holding
Company or an Affiliate in accordance with the then current retirement policies
of the Holding Company or Affiliate, as applicable. "Retirement" with respect to
an Outside Director means the termination of service from the board(s) of
directors of the Holding Company and any Affiliate following written notice to
such board(s) of directors of the Outside Director's intention to retire.
(y) "Stock Award" means an Award granted to a Participant pursuant to
Section 8 of the Plan.
(z) "Termination for Cause" means termination because of a
Participant's personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties, willful violation of any law, rule or regulation (other than traffic
violations or similar offenses) or material breach of any provision of any
employment agreement between the Holding Company and/or any subsidiary of the
Holding Company and a Participant.
(aa) "Trust" means a trust established by the Board of Directors in
connection with this Plan to hold Common Stock or other property for the
purposes set forth in the Plan.
(bb) "Trustee" means any person or entity approved by the Board of
Directors or its designee(s) to hold any of the Trust assets.
2. ADMINISTRATION.
--------------
(b) The Committee shall administer the Plan. The Committee shall
consist of two or more disinterested directors of the Holding Company, who shall
be appointed by the Board of Directors. A member of the Board of Directors shall
be deemed to be "disinterested" only if he or she satisfies such requirements as
the Securities and Exchange Commission may establish for non-employee directors
administering plans intended to qualify for exemption under Rule 16b-3 (or its
successor) under the Exchange Act.
(c) The Committee shall (i) select the Employees and Outside
Directors who are to receive Awards under the Plan, (ii) determine the type,
number, vesting requirements and other features and conditions of such Awards,
(iii) interpret the Plan and Award Agreements in all respects and (iv) make all
other decisions relating
A-3
to the operation of the Plan. The Committee may adopt such rules or guidelines
as it deems appropriate to implement the Plan. The Committee's determinations
under the Plan shall be final and binding on all persons.
(c) Each Award shall be evidenced by a written agreement ("Award
Agreement") containing such provisions as may be required by the Plan and
otherwise approved by the Committee. Each Award Agreement shall constitute a
binding contract between the Holding Company or an Affiliate and the
Participant, and every Participant, upon acceptance of an Award Agreement, shall
be bound by the terms and restrictions of the Plan and the Award Agreement. The
terms of each Award Agreement shall be in accordance with the Plan, but each
Award Agreement may include any additional provisions and restrictions
determined by the Committee, in its discretion, provided that such additional
provisions and restrictions are not inconsistent with the terms of the Plan. In
particular and at a minimum, the Committee shall set forth in each Award
Agreement: (i) the type of Award granted; (ii) the Exercise Price of any Option;
(iii) the number of shares subject to the Award; (iv) the expiration date of the
Award; (v) the manner, time, and rate (cumulative or otherwise) of exercise or
vesting of such Award; and (vi) the restrictions, if any, placed upon such
Award, or upon shares which may be issued upon exercise of such Award. The
Chairman of the Committee and such other directors and officers as shall be
designated by the Committee is hereby authorized to execute Award Agreements on
behalf of the Company or an Affiliate and to cause them to be delivered to the
recipients of Awards.
(d) The Committee may delegate all authority for: (i) the
determination of forms of payment to be made by or received by the Plan and (ii)
the execution of any Award Agreement.
3. TYPES OF AWARDS.
---------------
The following Awards may be granted under the Plan:
(a) Non-Statutory Stock Options.
(b) Incentive Stock Options.
(c) Stock Awards.
4. STOCK SUBJECT TO THE PLAN.
-------------------------
Subject to adjustment as provided in Section 13 of the Plan, the number of
shares reserved for Awards under the Plan is 62,381. Subject to adjustment as
provided in Section 13 of the Plan, the number of shares reserved hereby for
purchase pursuant to the exercise of Options granted under the Plan is 44,558.
The number of the shares reserved for Stock Awards is 17,823. The shares of
Common Stock issued under the Plan may be either authorized but unissued shares
or authorized shares previously issued and acquired or reacquired by the Trustee
or the Holding Company, respectively. To the extent that Options and Stock
Awards are granted under the Plan, the shares underlying such Awards will be
unavailable for any other use including future grants under the Plan except
that, to the extent that Stock Awards or Options terminate, expire or are
forfeited without having vested or without having been exercised, new Awards may
be made with respect to these shares.
5. ELIGIBILITY.
-----------
Subject to the terms of the Plan, all Employees and Outside Directors shall
be eligible to receive Awards under the Plan. In addition, the Committee may
grant eligibility to consultants and advisors of the Holding Company or an
Affiliate, as it sees fit.
A-4
6. NON-STATUTORY STOCK OPTIONS.
---------------------------
The Committee may, subject to the limitations of the Plan and the
availability of shares of Common Stock reserved but not previously awarded under
the Plan, grant Non-Statutory Stock Options to eligible individuals upon such
terms and conditions as it may determine to the extent such terms and conditions
are consistent with the following provisions:
(a) Exercise Price. The Committee shall determine the Exercise Price of
--------------
each Non-Statutory Stock Option. However, the Exercise Price shall not be less
than 100% of the Fair Market Value of the Common Stock on the Date of Grant.
(b) Terms of Non-Statutory Stock Options. The Committee shall determine
------------------------------------
the term during which a Participant may exercise a Non-Statutory Stock Option,
but in no event may a Participant exercise a Non-Statutory Stock Option, in
whole or in part, more than ten (10) years from the Date of Grant. The Committee
shall also determine the date on which each Non-Statutory Stock Option, or any
part thereof, first becomes exercisable and any terms or conditions a
Participant must satisfy in order to exercise each Non- Statutory Stock Option.
The shares of Common Stock underlying each Non-Statutory Stock Option may be
purchased in whole or in part by the Participant at any time during the term of
such Non-Statutory Stock Option, or any portion thereof, once the Non-Statutory
Stock Option becomes exercisable.
(c) Non-Transferability. Unless otherwise determined by the Committee in
-------------------
accordance with this Section 6(c), a Participant may not transfer, assign,
hypothecate, or dispose of in any manner, other than by will or the laws of
intestate succession, a Non-Statutory Stock Option. The Committee may, however,
in its sole discretion, permit transferability or assignment of a Non-Statutory
Stock Option if such transfer or assignment is, in its sole determination, for
valid estate planning purposes and such transfer or assignment is permitted
under the Code and Rule 16b-3 under the Exchange Act. For purposes of this
Section 6(c), a transfer for valid estate planning purposes includes, but is not
limited to: (a) a transfer to a revocable intervivos trust as to which the
Participant is both the settlor and trustee, or (b) a transfer for no
consideration to: (i) any member of the Participant's Immediate Family, (ii) any
trust solely for the benefit of members of the Participant's Immediate Family,
(iii) any partnership whose only partners are members of the Participant's
Immediate Family, and (iv) any limited liability corporation or corporate entity
whose only members or equity owners are members of the Participant's Immediate
Family. For purposes of this Section 6(c), "Immediate Family" includes, but is
not necessarily limited to, a Participant's parents, grandparents, spouse,
children, grandchildren, siblings (including half bothers and sisters), and
individuals who are family members by adoption. Nothing contained in this
Section 6(c) shall be construed to require the Committee to give its approval to
any transfer or assignment of any Non-Statutory Stock Option or portion thereof,
and approval to transfer or assign any Non-Statutory Stock Option or portion
thereof does not mean that such approval will be given with respect to any other
Non-Statutory Stock Option or portion thereof. The transferee or assignee of any
Non-Statutory Stock Option shall be subject to all of the terms and conditions
applicable to such Non-Statutory Stock Option immediately prior to the transfer
or assignment and shall be subject to any other conditions prescribed by the
Committee with respect to such Non-Statutory Stock Option.
(d) Termination of Employment or Service (General). Unless otherwise
---------------------------------------------
determined by the Committee, upon the termination of a Participant's employment
or other service for any reason other than Retirement, Disability or death, or
Termination for Cause, the Participant may exercise only those Non- Statutory
Stock Options that were immediately exercisable by the Participant at the date
of such termination and only for a period of three (3) months following the date
of such termination, or, if sooner, until the expiration of the term of the
Option.
A-5
(e) Termination of Employment or Service (Retirement). Unless otherwise
-------------------------------------------------
determined by the Committee, in the event of a Participant's Retirement, the
Participant may exercise only those Non-Statutory Stock Options that were
immediately exercisable by the Participant at the date of Retirement and only
for a period of one (1) year from the date of Retirement or, if sooner, until
the expiration of the term of the Option.
(f) Termination of Employment or Service (Disability or Death). Unless
----------------------------------------------------------
otherwise determined by the Committee, in the event of the termination of a
Participant's employment or other service due to Disability or death, all Non-
Statutory Stock Options held by such Participant shall immediately become
exercisable and remain exercisable for a period two (2) years following the date
of such termination, or, if sooner, until the expiration of the term of the
Option.
(g) Termination of Employment or Service (Termination for Cause).
------------------------------------------------------------
Unless otherwise determined by the Committee, in the event of a Participant's
Termination for Cause, all rights with respect to the Participant's
Non-Statutory Stock Options shall expire immediately upon the effective date of
such Termination for Cause.
(h) Acceleration Upon a Change in Control. In the event of a Change
-------------------------------------
in Control all Non-Statutory Stock Options held by a Participant as of the date
of the Change in Control shall immediately become exercisable and shall remain
exercisable until the expiration of the term of the Non-Statutory Stock Options
regardless of termination of employment or service.
(i) Payment. Payment due to a Participant upon the exercise of a Non-
-------
Statutory Stock Option shall be made in the form of shares of Common Stock.
7. INCENTIVE STOCK OPTIONS.
-----------------------
The Committee may, subject to the limitations of the Plan and the
availability of shares of Common Stock reserved but unawarded under this Plan,
grant Incentive Stock Options to an Employee upon such terms and conditions as
it may determine to the extent such terms and conditions are consistent with the
following provisions:
(a) Exercise Price. The Committee shall determine the Exercise Price of
--------------
each Incentive Stock Option. However, the Exercise Price shall not be less than
100% of the Fair Market Value of the Common Stock on the Date of Grant;
provided, however, that if at the time an Incentive Stock Option is granted, the
Employee owns or is treated as owning, for purposes of Section 422 of the Code,
Common Stock representing more than 10% of the total combined voting securities
of the Holding Company ("10% Owner"), the Exercise Price shall not be less than
110% of the Fair Market Value of the Common Stock on the Date of Grant.
(b) Amounts of Incentive Stock Options. To the extent the aggregate Fair
----------------------------------
Market Value of shares of Common Stock with respect to which Incentive Stock
Options that are exercisable for the first time by an Employee during any
calendar year under the Plan and any other stock option plan of the Holding
Company or an Affiliate exceeds $100,000, or such higher value as may be
permitted under Section 422 of the Code, such Options in excess of such limit
shall be treated as Non-Statutory Stock Options. Fair Market Value shall be
determined as of the Date of Grant with respect to each such Incentive Stock
Option.
(c) Terms of Incentive Stock Options. The Committee shall determine the
--------------------------------
term during which a Participant may exercise an Incentive Stock Option, but in
no event may a Participant exercise an Incentive Stock Option, in whole or in
part, more than ten (10) years from the Date of Grant; provided, however, that
A-6
if at the time an Incentive Stock Option is granted to an Employee who is a 10%
Owner, the Incentive Stock Option granted to such Employee shall not be
exercisable after the expiration of five (5) years from the Date of Grant. The
Committee shall also determine the date on which each Incentive Stock Option, or
any part thereof, first becomes exercisable and any terms or conditions a
Participant must satisfy in order to exercise each Incentive Stock Option. The
shares of Common Stock underlying each Incentive Stock Option may be purchased
in whole or in part at any time during the term of such Incentive Stock Option
after such Option becomes exercisable.
(d) Non-Transferability. No Incentive Stock Option shall be transferable
-------------------
except by will or the laws of descent and distribution and is exercisable,
during his or her lifetime, only by the Employee to whom the Committee grants
the Incentive Stock Option. The designation of a beneficiary does not constitute
a transfer of an Incentive Stock Option.
(e) Termination of Employment (General). Unless otherwise determined by
-----------------------------------
the Committee, upon the termination of a Participant's employment or other
service for any reason other than Retirement, Disability or death, or
Termination for Cause, the Participant may exercise only those Incentive Stock
Options that were immediately exercisable by the Participant at the date of such
termination and only for a period of three (3) months following the date of such
termination, or, if sooner, until the expiration of the term of the Option.
(f) Termination of Employment (Retirement). Unless otherwise determined by
--------------------------------------
the Committee, in the event of a Participant's Retirement, the Participant may
exercise only those Incentive Stock Options that were immediately exercisable by
the Participant at the date of Retirement and only for a period of one (1) year
from the date of Retirement, or, if sooner, until the expiration of the term of
the Option. Any Option originally designated as an Incentive Stock Option shall
be treated as a Non-Statutory Stock Option to the extent the Option does not
otherwise qualify as an Incentive Stock Option pursuant to Section 422 of the
Code.
(g) Termination of Employment (Disability or Death). Unless otherwise
-----------------------------------------------
determined by the Committee, in the event of the termination of a Participant's
employment or other service due to Disability or death, all Incentive Stock
Options held by such Participant shall immediately become exercisable and remain
exercisable for a period two (2) years following the date of such termination,
or, if sooner, until the expiration of the term of the Option. Any Option
originally designated as an Incentive Stock Option shall be treated as a Non-
Statutory Stock Option to the extent the Option does not otherwise qualify as an
Incentive Stock Option pursuant to Section 422 of the Code.
(h) Termination of Employment (Termination for Cause). Unless otherwise
-------------------------------------------------
determined by the Committee, in the event of an Employee's Termination for
Cause, all rights under such Employee's Incentive Stock Options shall expire
immediately upon the effective date of such Termination for Cause.
(i) Acceleration Upon a Change in Control. In the event of a Change in
-------------------------------------
Control all Incentive Stock Options held by a Participant as of the date of the
Change in Control shall immediately become exercisable and shall remain
exercisable until the expiration of the term of the Incentive Stock Options
regardless of termination of employment or service. Any Option originally
designated as an Incentive Stock Option shall be treated as a Non-Statutory
Stock Option to the extent the Option does not otherwise qualify as an Incentive
Stock Option pursuant to Section 422 of the Code.
(j) Payment. Payment due to a Participant upon the exercise of an
-------
Incentive Stock Option shall be made in the form of shares of Common Stock.
A-7
(k) Disqualifying Dispositions. Each Award Agreement with respect to an
--------------------------
Incentive Stock Option shall require the Participant to notify the Committee of
any disposition of shares of Common Stock issued pursuant to the exercise of
such Option under the circumstances described in Section 421(b) of the Code
(relating to certain disqualifying dispositions) within 10 days of such
disposition.
8. STOCK AWARDS.
------------
The Committee may make grants of Stock Awards, which shall consist of the
grant of some number of shares of Common Stock, to a Participant upon such terms
and conditions as it may determine to the extent such terms and conditions are
consistent with the following provisions:
(a) Grants of the Stock Awards. Stock Awards may only be made in whole
--------------------------
shares of Common Stock. Stock Awards may only be granted from shares reserved
under the Plan and available for award at the time the Stock Award is made to
the Participant.
(b) Terms of the Stock Awards. The Committee shall determine the dates
-------------------------
on which Stock Awards granted to a Participant shall vest and any terms or
conditions which must be satisfied prior to the vesting of any Stock Award or
portion thereof. Any such terms or conditions shall be determined by the
Committee as of the Date of Grant.
(c) Termination of Employment or Service (General). Unless otherwise
----------------------------------------------
determined by the Committee, upon the termination of a Participant's employment
or service for any reason other than Retirement, Disability or death, or
Termination for Cause, any Stock Awards in which the Participant has not become
vested as of the date of such termination shall be forfeited and any rights the
Participant had to such Stock Awards shall become null and void.
(d) Termination of Employment or Service (Retirement). Unless otherwise
-------------------------------------------------
determined by the Committee, in the event of a Participant's Retirement, any
Stock Awards in which the Participant has not become vested as of the date of
Retirement shall be forfeited and any rights the Participant had to such
unvested Stock Awards shall become null and void.
(e) Termination of Employment or Service (Disability or Death). Unless
----------------------------------------------------------
otherwise determined by the Committee, in the event of a termination of the
Participant's service due to Disability or death all unvested Stock Awards held
by such Participant shall immediately vest as of the date of such termination.
(f) Termination of Employment or Service (Termination for Cause).
------------------------------------------------------------
Unless otherwise determined by the Committee, in the event of the Participant's
Termination for Cause, all Stock Awards in which the Participant had not become
vested as of the effective date of such Termination for Cause shall be forfeited
and any rights such Participant had to such unvested Stock Awards shall become
null and void.
(g) Acceleration Upon a Change in Control. In the event of a Change in
-------------------------------------
Control all unvested Stock Awards held by a Participant shall immediately vest.
(h) Issuance of Certificates. Unless otherwise held in Trust and
------------------------
registered in the name of the Trustee, reasonably promptly after the Date of
Grant with respect to shares of Common Stock pursuant to a Stock Award, the
Holding Company shall cause to be issued a stock certificate, registered in the
name of the Participant to whom such Stock Award was granted, evidencing such
shares; provided, that the Holding
A-8
Company shall not cause such a stock certificate to be issued unless it has
received a stock power duly endorsed in blank with respect to such shares. Each
such stock certificate shall bear the following legend:
"The transferability of this certificate and the
shares of stock represented hereby are subject to
the restrictions, terms and conditions (including
forfeiture provisions and restrictions against
transfer) contained in the Indian Village Bancorp,
Inc. 2000 Stock-Based Incentive Plan and Award
Agreement entered into between the registered
owner of such shares and Indian Village Bancorp,
Inc. or its Affiliates. A copy of the Plan and
Award Agreement is on file in the office of the
Corporate Secretary of Indian Village Bancorp,
Inc. located at 100 South Walnut Street,
Gnadenhutten, Ohio 44629.
Such legend shall not be removed until the Participant becomes vested in such
shares pursuant to the terms of the Plan and Award Agreement. Each certificate
issued pursuant to this Section 8(h), in connection with a Stock Award, shall be
held by the Holding Company or its Affiliates, unless the Committee determines
otherwise.
(i) Non-Transferability. Except to the extent permitted by the Code,
-------------------
the rules promulgated under Section 16(b) of the Exchange Act or any successor
statutes or rules:
(i) The recipient of a Stock Award shall not sell, transfer,
assign, pledge, or otherwise encumber shares subject to the
Stock Award until full vesting of such shares has occurred.
For purposes of this section, the separation of beneficial
ownership and legal title through the use of any "swap"
transaction is deemed to be a prohibited encumbrance.
(ii) Unless determined otherwise by the Committee and except in
the event of the Participant's death or pursuant to a
domestic relations order, a Stock Award is not transferable
and may be earned in his or her lifetime only by the
Participant to whom it is granted. Upon the death of a
Participant, a Stock Award is transferable by will or the
laws of descent and distribution. The designation of a
beneficiary shall not constitute a transfer.
(iii) If a recipient of a Stock Award is subject to the
provisions of Section 16 of the Exchange Act, shares of
Common Stock subject to such Stock Award may not, without
the written consent of the Committee (which consent may be
given in the Award Agreement), be sold or otherwise
disposed of within six (6) months following the date of
grant of the Stock Award.
(j) Accrual of Dividends. To the extent Stock Awards are held in
--------------------
Trust and registered in the name of the Trustee, unless otherwise specified by
the Trust agreement, whenever shares of Common Stock underlying a Stock Award
are distributed to a Participant or beneficiary thereof under the Plan, such
Participant or beneficiary shall also be entitled to receive, with respect to
each such share distributed, a payment equal to any cash dividends and the
number of shares of Common Stock equal to any stock dividends, declared and paid
with respect to a share of the Common Stock if the record date for determining
shareholders entitled to receive such dividends falls between the date the
relevant Stock Award was granted and the date the relevant Stock Award or
installment thereof is issued. There shall also be distributed an appropriate
amount
A-9
of net earnings, if any, of the Trust with respect to any dividends paid out on
the shares related to the Stock Award.
(k) Voting of Stock Awards. After a Stock Award has been granted but for
----------------------
which the shares covered by such Stock Award have not yet been vested, earned
and distributed to the Participant pursuant to the Plan, the Participant shall
be entitled to vote or to direct the Trustee to vote, as the case may be, such
shares of Common Stock which the Stock Award covers subject to the rules and
procedures adopted by the Committee for this purpose and in a manner consistent
with the Trust agreement.
(l) Payment. Payment due to a Participant upon the redemption of a Stock
-------
Award shall be made in the form of shares of Common Stock.
9. METHOD OF EXERCISE OF OPTIONS.
-----------------------------
Subject to any applicable Award Agreement, any Option may be exercised by
the Participant in whole or in part at such time or times, and the Participant
may make payment of the Exercise Price in such form or forms permitted by the
Committee, including, without limitation, payment by delivery of cash, Common
Stock or other consideration (including, where permitted by law and the
Committee, Awards) having a Fair Market Value on the day immediately preceding
the exercise date equal to the total Exercise Price, or by any combination of
cash, shares of Common Stock and other consideration, including exercise by
means of a cashless exercise arrangement with a qualifying broker-dealer, as the
Committee may specify in the applicable Award Agreement.
10. RIGHTS OF PARTICIPANTS.
----------------------
No Participant shall have any rights as a shareholder with respect to any
shares of Common Stock covered by an Option until the date of issuance of a
stock certificate for such Common Stock. Nothing contained herein or in any
Award Agreement confers on any person any right to continue in the employ or
service of the Holding Company or an Affiliate or interferes in any way with the
right of the Holding Company or an Affiliate to terminate a Participant's
services.
11. DESIGNATION OF BENEFICIARY.
--------------------------
A Participant may, with the consent of the Committee, designate a person or
persons to receive, in the event of death, any Award to which the Participant
would then be entitled. Such designation will be made upon forms supplied by and
delivered to the Holding Company and may be revoked in writing. If a Participant
fails effectively to designate a beneficiary, then the Participant's estate will
be deemed to be the beneficiary.
12. DILUTION AND OTHER ADJUSTMENTS.
------------------------------
In the event of any change in the outstanding shares of Common Stock by
reason of any stock dividend or split, recapitalization, merger, consolidation,
spin-off, reorganization, combination or exchange of shares, or other similar
corporate change, or other increase or decrease in such shares without receipt
or payment of consideration by the Holding Company, or in the event an
extraordinary capital distribution is made, the Committee may make such
adjustments to previously granted Awards, to prevent dilution, diminution, or
enlargement of the rights of the Participant, including any or all of the
following:
A-10
(a) adjustments in the aggregate number or kind of shares of Common
Stock or other securities that may underlie future Awards under
the Plan;
(b) adjustments in the aggregate number or kind of shares of Common
Stock or other securities underlying Awards already made under
the Plan;
(c) adjustments in the Exercise Price of outstanding Incentive and/or
Non-Statutory Stock Options.
No such adjustments may, however, materially change the value of benefits
available to a Participant under a previously granted Award. All Awards under
this Plan shall be binding upon any successors or assigns of the Holding
Company.
13. TAXES.
-----
(a) Whenever under this Plan, cash or shares of Common Stock are to be
delivered upon exercise or payment of an Award or any other event with respect
to rights and benefits hereunder, the Committee shall be entitled to require as
a condition of delivery (i) that the Participant remit an amount sufficient to
satisfy all federal, state, and local withholding tax requirements related
thereto, (ii) that the withholding of such sums come from compensation otherwise
due to the Participant or from any shares of Common Stock due to the Participant
under this Plan or (iii) any combination of the foregoing; provided, however,
that no amount shall be withheld from any cash payment or shares of Common Stock
relating to an Award which was transferred by the Participant in accordance with
this Plan. Furthermore, Participants may direct the Committee to instruct the
Trustee to sell shares of Common Stock to be delivered upon the payment of an
Award to satisfy tax obligations.
(b) If any disqualifying disposition described in Section 7(k) is made
with respect to shares of Common Stock acquired under an Incentive Stock Option
granted pursuant to this Plan, or any transfer described in Section 6(c) is
made, or any election described in Section 14 is made, then the person making
such disqualifying disposition, transfer, or election shall remit to the Holding
Company or its Affiliates an amount sufficient to satisfy all federal, state,
and local withholding taxes thereby incurred; provided that, in lieu of or in
addition to the foregoing, the Holding Company or its Affiliates shall have the
right to withhold such sums from compensation otherwise due to the Participant,
or, except in the case of any transfer pursuant to Section 6(c), from any shares
of Common Stock due to the Participant under this Plan.
14. NOTIFICATION UNDER SECTION 83(b).
--------------------------------
The Committee may, on the Date of Grant or any later date, prohibit a
Participant from making the election described below. If the Committee has not
prohibited such Participant from making such election, and the Participant
shall, in connection with the exercise of any Option, or the grant of any Stock
Award, make the election permitted under Section 83(b) of the Code, such
Participant shall notify the Committee of such election within 10 days of filing
notice of the election with the Internal Revenue Service, in addition to any
filing and notification required pursuant to regulations issued under the
authority of Section 83(b) of the Code.
A-11
15. AMENDMENT OF THE PLAN AND AWARDS.
--------------------------------
(a) Except as provided in paragraph (c) of this Section 15, the Board of
Directors may at any time, and from time to time, modify or amend the Plan in
any respect, prospectively or retroactively; provided, however, that provisions
governing grants of Incentive Stock Options shall be submitted for shareholder
approval to the extent required by law, regulation or otherwise. Failure to
ratify or approve amendments or modifications by shareholders shall be effective
only as to the specific amendment or modification requiring such ratification or
approval. Other provisions of this Plan will remain in full force and effect. No
such termination, modification or amendment may adversely affect the rights of a
Participant under an outstanding Award without the written permission of such
Participant.
(b) Except as provided in paragraph (c) of this Section 15, the Committee
may amend any Award Agreement, prospectively or retroactively; provided,
however, that no such amendment shall adversely affect the rights of any
Participant under an outstanding Award without the written consent of such
Participant.
(c) In no event shall the Board of Directors amend the Plan or shall the
Committee amend an Award Agreement in any manner that has the effect of:
(i) Allowing any Option to be granted with an Exercise Price below
the Fair Market Value of the Common Stock on the Date of Grant.
(ii) Allowing the Exercise Price of any Option previously granted
under the Plan to be reduced subsequent to the Date of Award.
(d) Notwithstanding anything in this Plan or any Award Agreement to the
contrary, if any Award or right under this Plan would, in the opinion of the
Holding Company's accountants, cause a transaction to be ineligible for pooling
of interest accounting that would, but for such Award or right, be eligible for
such accounting treatment, the Committee, at its discretion, may modify, adjust,
eliminate or terminate the Award or right so that pooling of interest accounting
is available.
16. EFFECTIVE DATE OF PLAN.
----------------------
The Plan shall become effective on July 2, 2000, but only if, prior to such
date, the Plan is approved by the Holding Company's shareholders. The Plan will
be so approved if at an annual or special meeting of shareholders held prior to
such date a quorum is present and the majority of the votes cast at such meeting
by the holders of the Common Stock shall be cast in favor of its approval. If
the Plan is not approved by shareholders in accordance with the regulations of
the Internal Revenue Service, the Plan shall remain in full force and effect,
and any Incentive Stock Options granted under the Plan shall be deemed to be
Non-Statutory Stock Options.
17. TERMINATION OF THE PLAN.
-----------------------
The right to grant Awards under the Plan will terminate upon the earlier
of: (i) ten (10) years after the Effective Date; (ii) the issuance of a number
of shares of Common Stock pursuant to the exercise of Options or the
distribution of Stock Awards is equivalent to the maximum number of shares
reserved under the Plan as set forth in Section 4 hereof. The Board of Directors
has the right to suspend or terminate the Plan at any time, provided that no
such action will, without the consent of a Participant, adversely affect a
Participant's vested rights under a previously granted Award.
A-12
18. APPLICABLE LAW.
--------------
The Plan will be administered in accordance with the laws of the State of
Pennsylvania to the extent not pre-empted by applicable federal law.
19. TREATMENT OF AWARDS UPON A CHANGE IN CONTROL.
---------------------------------------------
In the event of a Change in Control where the Holding Company or the Bank
is not the surviving entity, the Board of Directors of the Holding Company
and/or the Bank, as applicable, shall require that the successor entity take one
of the following actions with respect to all Awards held by Participants at the
date of the Change in Control:
(a) Assume the Awards with the same terms and conditions as granted to the
Participant under this Plan; or
(b) Replace the Awards with comparable Awards, subject to the same or more
favorable terms and conditions as the Award granted to the Participant under
this Plan, whereby the Participant will be granted common stock or the option to
purchase common stock of the successor entity; or
(c) Replace the Awards with an immediate cash payment of equivalent value.
A-13
REVOCABLE PROXY
INDIAN VILLAGE BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
May 3, 2000
The undersigned hereby appoints the official Proxy Committee of the
Board of Directors of Indian Village Bancorp, Inc. (the "Company"), consisting
of John A. Beitzel, Cindy S. Knisely, Joanne Limbach, Marty R. Lindon, Vernon E.
Mishler, Michael A. Cochran and Rebecca S. Mastin, with full powers of
substitution to act as attorneys and proxies for the undersigned, to vote all
shares of Common Stock of the Company which the undersigned is entitled to vote
at the Annual Meeting of Stockholders to be held at the New Philadelphia branch
office of Indian Village Community Bank, 635 West High Street, New Philadelphia,
Ohio on Wednesday, May 3, 2000, at 1:00 p.m., local time, and at any and all
adjournments thereof, as follows:
1. The election as directors of all nominees listed (except as
marked to the contrary below).
John A. Beitzel Cindy S. Knisely
FOR ALL
FOR VOTE WITHHELD EXCEPT
--- ------------- ------
[_] [_] [_]
INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name in the space provided below.
_____________________________________________________________________________
2. The approval of the Indian Village Bancorp, Inc. 2000 Stock-Based
Incentive Plan.
FOR AGAINST ABSTAIN
--- ------- -------
[_] [_] [_]
3. The ratification of the appointment of Crowe, Chizek and Company
LLP as independent auditors for the Company for the year ending
December 31, 2000.
FOR AGAINST ABSTAIN
--- ------- -------
[_] [_] [_]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
EACH OF THE LISTED PROPOSALS.
Indian Village Bancorp, Inc.
c/o Corporate Trust Services
Mail Drop 10AT66--4129
38 Fountain Square Plaza
Cincinnati, OH 45263
fold and detach here
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
This proxy, properly signed and dated, will be voted as directed, but
if no instructions are specified, this proxy will be voted "FOR" each of the
listed proposals. If any other business is presented at the meeting, including
whether or not to adjourn the meeting, this proxy will be voted by the proxies
in their best judgment. At the present time, the Board of Directors knows of no
other business to be presented at the Annual Meeting.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders, a Proxy
Statement for the Annual Meeting and an Annual Report to Stockholders.
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
Dated:________________________,2000
----------------------------------
STOCKHOLDER SIGNATURE
----------------------------------
CO-HOLDER (IF ANY) SIGNATURE
Please sign exactly as your name
appears on this card. When signing
as attorney, executor,
administrator, trustee or
guardian, please give your full
title. If shares are held jointly,
only one signature is required.