SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ALABAMA NATIONAL BANCORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
March 25, 1999
To the Stockholders of Alabama National BanCorporation:
You are invited to attend the 1999 Annual Meeting of Stockholders of Alabama
National BanCorporation, which will be held at the principal office of the
Company, 1927 First Avenue North, Birmingham, Alabama, on Thursday, April 22,
1999 at 10:00 a.m., CDT. Formal notice of the Annual Meeting, a Proxy
Statement, and a form of proxy accompany this letter.
Also enclosed is the Company's 1998 Annual Report to Stockholders.
Information about the meeting and the various matters on which the Stockholders
will act is included in the enclosed Notice of Meeting and Proxy Statement.
Please carefully consider the enclosed Proxy Statement and execute and return
your proxy so that the Company may be assured of the presence of a quorum at the
Annual Meeting. A postage prepaid envelope is enclosed for your convenience in
replying. The prompt return of your proxy will be of great assistance in
reducing the expense of subsequent mailings. If you attend the Annual Meeting,
and so elect, you may withdraw your proxy and vote in person.
Sincerely,
/s/ John H. Holcomb, III
John H. Holcomb, III
Chairman of the Board and
Chief Executive Officer
Alabama National BanCorporation
1927 First Avenue North
Birmingham, Alabama 35203
Notice of Annual Meeting of Stockholders
to be held April 22, 1999
To our Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of Alabama National BanCorporation ("ANB") will be held at 10:00 a.m.,
local time, on Thursday, April 22, 1999, at National Bank of Commerce of
Birmingham, 1927 First Avenue North, Birmingham, Alabama 35203, for the
following purposes:
1. To elect 14 directors of ANB to serve until the next annual meeting of
Stockholders and their successors are elected and qualified;
2. To consider and act upon a proposal to adopt the Alabama National
BanCorporation 1999 Long Term Incentive Plan;
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.
The Board of Directors has set March 15, 1999 as the record date for the
Annual Meeting. Only holders of record of ANB's common stock at the close of
business on the record date will be entitled to notice of, and to vote at, the
Annual Meeting.
The Annual Meeting may be adjourned from time to time without notice other
than announcement at the meeting or at adjournments thereof, and any business
for which notice is hereby given may be transacted at any such adjournment.
Details concerning those matters to come before the Annual Meeting are
provided in the accompanying Proxy Statement. A copy of ANB's Annual Report to
Stockholders for the year ended December 31, 1998 is enclosed. We hope you will
find it informative.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD IN THE SELF-ADDRESSED, STAMPED ENVELOPE PROVIDED.
RETURNING YOUR PROXY CARD DOES NOT DEPRIVE YOU OF YOUR RIGHT TO ATTEND THE
ANNUAL MEETING AND TO VOTE YOUR SHARES IN PERSON.
By order of the Board of Directors,
/s/ Kimberly Moore
Kimberly Moore
Secretary
March 25, 1999
Alabama National BanCorporation
1927 First Avenue North
Birmingham, Alabama 35203
PROXY STATEMENT
Annual Meeting of Stockholders
to be held April 22, 1999
Solicitation of Proxies
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Alabama National BanCorporation, a Delaware
bank holding corporation ("ANB"), to be voted at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held at 10:00 a.m., local time, on
Thursday, April 22, 1999, at National Bank of Commerce of Birmingham ("NBC"),
1927 First Avenue North, Birmingham, Alabama 35203, or at any adjournment or
postponement thereof. The Proxy Statement and Proxy are first being mailed to
the stockholders of ANB on or about March 25, 1999.
ANB will bear the cost of the solicitation of proxies. ANB will request
brokers or nominees to forward this Proxy Statement to their customers and
principals and will reimburse them for expenses so incurred. If deemed
necessary, ANB may also use its officers and regular employees, without
additional compensation, to solicit proxies personally or by telephone.
The Board of Directors has set March 15, 1999 as the record date for the
Annual Meeting. Only stockholders of record at the close of business on the
record date will be entitled to notice of and to vote at the Annual Meeting. At
the close of business on March 10, 1999, there were 10,971,686 shares of the
common stock of ANB, par value $1.00 per share ("ANB Common Stock"),
outstanding. Each stockholder is entitled to one vote in person or by proxy for
each share of ANB Common Stock held on all matters properly to come before the
Annual Meeting.
Please sign, date and return the Proxy in the enclosed envelope so the ANB
Common Stock you own will be voted in accordance with your wishes. If you
desire to revoke your Proxy, you may do so either by attending the Annual
Meeting in person or by delivering written notice of revocation so that it is
received by ANB or its transfer agent, SunTrust Bank, Atlanta, on or before
April 21, 1999. The address for SunTrust Bank, Atlanta is Stock Transfer
Department, P. O. Box 4625, Atlanta, Georgia 30302, Attention: Bryan Echols.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of outstanding
shares of ANB Common Stock beneficially owned as of March 10, 1999 by (i) each
person or entity known by ANB to own more than 5% of the outstanding ANB Common
Stock; (ii) each Named Executive Officer (as defined herein) of ANB; (iii) each
director of ANB; and (iv) all executive officers and directors of ANB as a
group.
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP/(1)/ PERCENT OF CLASS/(1)/
- ------------------------- ------------------------ ----------------------
Directors and Named Executive
Officers
John H. Holcomb, III/(2)(14)/ 92,473 *
Chief Executive Officer, Chairman and
Nominee
Victor E. Nichol, Jr./(14)/ 99,116 *
President, Chief Operating Officer,
Director and Nominee
Dan M. David /(3)/ 115,658 1.05%
Vice Chairman, Director and Nominee
Richard Murray, IV /(4)/ 58,378 *
Executive Vice President
John R. Bragg 46,290 *
Executive Vice President
William G. Sanders, Jr. 44,440 *
Executive Vice President
T. Morris Hackney/(5)/ 2,817 *
Director and Nominee
John D. Johns/(6)/ 37,217 *
Director and Nominee
John J. McMahon, Jr./(7)(14)/ 318,170 2.88%
Director and Nominee
C. Phillip McWane/(8)(14)/ 407,227 3.69%
Director and Nominee
William D. Montgomery 35,581 *
Director and Nominee
Drayton Nabers, Jr. /(9)/ 33,217 *
Director and Nominee
C. Lloyd Nix/(10)/ 89,661 *
Director and Nominee
G. Ruffner Page, Jr./(11)(14)/ 338,139 3.06%
Director and Nominee
William E. Sexton/(12)/ 111,277 1.01%
Director and Nominee
W. Stancil Starnes 41,417 *
Director and Nominee
W. Ray Barnes /(13)/ 106,680 *
Director and Nominee
All directors & executive officers as a
group (18 persons) 2 ,027,440 18.36%
Principal Stockholders
AmSouth Bank, as Trustee 839,451 7.60%
for the Disclaimer Trust
u/w/o James R. McWane
1901 6th Avenue North
Birmingham, Alabama 35203
2
(1) Unless otherwise indicated, the named person has the sole voting and
dispositive power for the shares indicated. Percentage of ownership is
based on 11,043,581 ANB Common Stock representing 10,971,686 shares
outstanding as of March 10, 1999, and 71,895 shares underlying options held
by persons listed in this table exercisable within 60 days from said date.
An asterisk means less than 1%.
(2) Includes 13,088 shares of ANB Common Stock of which Mr. Holcomb has
beneficial ownership by reason of the irrevocable proxy granted to him by
James A. Taylor (1,100 shares) and Frank Whitehead (11,988 shares) in
accordance with agreements made in conjunction with the merger of National
Commerce Corporation, the former parent of NBC, and Commerce Bankshares,
Inc. ("CBS") with and into ANB ("NBC Merger"). Also includes 400 shares
held by Mr. Holcomb as custodian for his three minor children and 500
shares held by Mr. Holcomb's wife.
(3) Includes stock options to purchase 71,895 shares of ANB Common Stock. Does
not include 3,328 shares owned of record by Mr. David's wife, of which Mr.
David disclaims beneficial ownership.
(4) Includes 1,600 shares held by Mr. Murray's wife.
(5) Does not include 37,217 shares held by Mr. Hackney's wife, of which Mr.
Hackney disclaims beneficial ownership.
(6) Does not include 1,000 shares owned by Mr. John's wife's Individual
Retirement Account, 1,500 shares held for the benefit of Mr. John's wife in
the James A. Dunlap Children's Trust and the Nancy D. Johns Subtrust, or
2,000 shares held by Mr. John's wife as custodian for their minor child.
Mr. Johns disclaims beneficial ownership of these shares.
(7) Includes 300,000 shares held in a family partnership pursuant to which Mr.
McMahon shares the power to vote and dispose of the shares with his wife,
and with his three children and the spouses of two of those children. Also
includes 15,000 shares held in three separate trusts for the benefit of Mr.
Phillip McWane's children. Mr. McMahon is the trustee for each of these
trusts. Does not include 96,830 shares held by Mr. McMahon's wife, of
which Mr. McMahon disclaims beneficial ownership.
(8) Includes 164,542 shares held by the Estate of James R. McWane, of which Mr.
Phillip McWane is executor. Also includes 10,000 shares owned by H & P
Partners of Alabama, L.P., a family limited partnership, of which Mr.
McWane has shared voting control. Does not include 14,928 shares held by
Mr. Page as custodian for the minor children of Mr. Phillip McWane, of
which Mr. McWane disclaims beneficial ownership.
(9) Includes 30,000 shares held by Mr. Nabers's wife and 3,000 held by Mr.
Nabers's daughter.
(10) Includes 35,148 shares held jointly with Dr. Nix's wife and 14,533 shares
held by Dr. Nix's wife.
(11) Includes 187,995 shares held by the Anna McWane Trust and 88,775 shares
held by the J.R. McWane, Jr. Trust. Mr. Page is the trustee for each of
these trusts. Also includes 1,500 shares held by Mr. Page as custodian for
his three minor children. Does not include 14,928 shares held by Mr. Page
as custodian for the minor children of Mr. Phillip McWane, of which Mr.
Page disclaims beneficial ownership. Does not include 5,000 shares held by
Mr. Page's wife, of which Mr. Page disclaims beneficial ownership.
(12) Includes 68,590 shares owned by Sexton's Inc., of which Mr. Sexton is
Chairman of the Board, 29,464 shares owned directly by Mr. Sexton's wife,
and 611 shares held by the Sexton Foundation, of which Mr. Sexton is
Chairman.
(13) Includes 5,277 shares held by Mr. Barnes's wife and 3,094 shares owned
directly by Efficiency Lodge, Inc., of which Mr. Barnes is a shareholder
and Chief Executive Officer.
(14) Each of these individuals has filed a joint Schedule 13G with the
Securities and Exchange Commission to acknowledge that they are part of a
group formed for the purpose of acquiring, holding, voting and disposing of
more than 5% of the outstanding ANB Common Stock. These individuals have
the right to vote, in the aggregate, 1,255,125 shares or 11.37% of the
outstanding shares of ANB Common Stock.
3
ELECTION OF DIRECTORS
General
The Board of Directors of ANB has nominated 14 persons for election as
directors to serve until the next annual meeting of stockholders and until their
successors are elected and qualified.
The persons named in the enclosed Proxy have advised that, unless a
contrary direction is indicated on the enclosed Proxy, they intend to vote the
shares appointing them as proxies in favor of the nominees named herein. If any
of the nominees should be unable to serve, which the Board of Directors does not
anticipate will occur, the proxies will be voted for a substitute selected by
the Board of Directors, or the Board of Directors may decide not to elect an
additional person as a director. Vacancies that occur on ANB's Board of
Directors may be filled by the remaining directors until the next annual meeting
of stockholders.
Although ANB's Certificate of Incorporation provides for 15 directors, only
14 persons have been nominated to serve on the Board of Directors. The current
Board of Directors believes that a Board of Directors of 14 persons is practical
and efficient at this point in time. The Board of Directors has no current
intention to fill the vacancy on the Board of Directors prior to the next annual
meeting, although circumstances could necessitate the appointment of additional
directors in the future. Proxies cannot be voted for a greater number of
persons than the number of actual nominees so named.
The election of each nominee requires the affirmative vote of the holders
of a plurality of the shares of ANB Common Stock cast in the election of
directors. Votes that are withheld and shares held in street name that are not
voted in the election of directors will not be included in determining the
number of votes cast. Unless otherwise specified in the enclosed Proxy, it is
intended that votes will be cast for the election of all of the nominees as
directors.
Nomination for Election
Below is a description of each of the persons whom the Board of Directors
has nominated for election as a director of ANB at the 1999 Annual Meeting to
serve until the next annual meeting of Stockholders and until his successor has
been elected and qualified. The stock ownership with respect to each nominee
for election as a director is set forth in the table entitled "Security
Ownership of Certain Beneficial Owners and Management."
W. Ray Barnes, 59, has served as a director of ANB since December, 1998.
Mr. Barnes was appointed to fill a vacancy on ANB's Board of Directors following
the closing of the merger of Community Financial Corporation ("CFC") with and
into ANB in October, 1998, pursuant to the provisions of the Agreement and Plan
of Merger by which ANB acquired CFC. Mr. Barnes has served as Chairman of the
Board of Georgia State Bank since 1986. Mr. Barnes has also served as Chairman
and President of Efficiency Lodge, Inc. (hotel company) since 1993.
Dan M. David, 53, has served as a director of ANB since 1997. Mr. David
has served as Vice Chairman of ANB since 1997, upon the merger of First American
Bancorp ("FAB") with and into ANB (the "FAB Merger"). Mr. David continues to
serve as Chairman of First American Bank, a position he has held since 1995.
Mr. David served as Chairman and Chief Executive Officer of FAB from 1995
through 1997, as Vice Chairman and Chief Executive Officer during 1994 and 1995
and as Chief
4
Executive Officer and President of FAB from 1986 through 1994. Mr. David was
appointed to fill a vacancy on ANB's Board of Directors following the closing of
the FAB Merger, pursuant to the provisions of the Agreement and Plan of Merger
by which ANB acquired FAB.
T. Morris Hackney, 67, has served as a director of ANB since 1995. Mr.
Hackney is currently Chairman and a director of Citation Corporation
(manufacturer of durable goods), positions he has held since 1975. Mr. Hackney
also serves as a director of Meadowcraft, Inc.
John H. Holcomb, III, 47, has served as a director of ANB since 1995. Mr.
Holcomb has served as Chairman of the Board and Chief Executive Officer of ANB
since April 1996. From December 1995 through April 1996, Mr. Holcomb served as
President and Chief Operating Officer of ANB. Mr. Holcomb has served as
President and Chief Executive Officer of NBC since 1990.
John D. Johns, 47, has served as a director of ANB since 1995. Mr. Johns
is currently President and Chief Operating Officer of Protective Life
Corporation (insurance company) and has served in such capacity since 1996. Mr.
Johns also serves as a director of Protective Life Corporation. From 1993 until
1996, Mr. Johns was Executive Vice President and Chief Financial Officer of
Protective Life Corporation.
John J. McMahon, Jr., 56, has served as a director of ANB since 1997. Mr.
McMahon is currently Chairman of the Executive Committee of McWane, Inc. (pipe
and valve manufacturing) and has served in such position since January 1999.
Prior to 1999, Mr. McMahon served as Chairman of the Board of McWane, Inc. from
1995 until 1998, and as President of McWane, Inc. from 1980 until 1995. Mr.
McMahon also serves as a director of John H. Harland Co. and Protective Life
Corporation.
C. Phillip McWane, 41, has served as a director of ANB since 1995. Mr.
McWane has served as the Chairman of the Board of McWane, Inc. since January
1999, as President of McWane, Inc. from 1995 until 1998, and as Executive Vice
President of McWane, Inc. from 1991 until 1995.
William D. Montgomery, 50, has served as a director of ANB since 1996.
Mr. Montgomery currently serves as Chairman of the Board of First Gulf Bank.
Mr. Montgomery is a certified public accountant and is a partner with the firm
of Johnson, Montgomery and Associates, P.A. where he has worked since 1974.
Drayton Nabers, Jr., 58, has served as a director of ANB since 1995. Mr.
Nabers has served as Chairman of the Board of Directors and Chief Executive
Officer of Protective Life Corporation since 1996, as Chairman, President and
Chief Executive Officer of Protective Life Corporation from 1994 to 1996, and as
President and Chief Executive Officer of Protective Life Corporation from 1992
to 1994. Mr. Nabers also serves as a director of Energen Corporation.
Victor E. Nichol, Jr., 52, has served as a director of ANB since 1995. Mr.
Nichol has served as President and Chief Operating Officer of ANB since April
1996. From December 1995 through April 1996, Mr. Nichol served as Executive
Vice President of ANB. Mr. Nichol is currently the Executive Vice President of
NBC and has served in such position since 1994.
C. Lloyd Nix, 62, has served as a director of ANB since 1997. Dr. Nix has
been engaged in the private practice of dentistry in Decatur, Alabama since
1965.
5
G. Ruffner Page, Jr., 39, has served as a director of ANB since 1995. Mr.
Page has served as President of McWane, Inc. since January 1999, and served as
Executive Vice President of McWane, Inc. from 1994 until 1998. Mr. Page serves
as a director of Protective Investment Company.
William E. Sexton, 67, has served as a director of ANB since 1997. Mr.
Sexton has served as Chairman of Sexton's, Inc. (dry cleaning and investments)
since 1998 and served as President of Sexton's Inc. from 1990 through 1998. Mr.
Sexton served as Chairman of FAB from 1985 until 1995 and as Vice Chairman of
FAB from 1995 through 1997.
W. Stancil Starnes, 50, has served as a director of ANB since 1995. Mr.
Starnes is currently a senior partner in the law firm of Starnes & Atchison
where he has worked since 1975.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR OF THE
DIRECTORS RECOMMENDED BY THE NOMINATING COMMITTEE AND NOMINATED BY THE BOARD OF
DIRECTORS.
Committees of the Board of Directors
The Bylaws of ANB provide for four standing committees of the Board of
Directors: the Executive Committee, the Nominating Committee, the Audit
Committee and the Compensation Committee. The Executive Committee has the
authority to exercise the full power of the Board of Directors, except that the
Executive Committee may not approve any merger, consolidation or sale of
substantially all of the assets of ANB, approve any amendment to ANB's
Certificate of Incorporation or Bylaws, appoint any members of any committee of
the Board of Directors or declare any dividend or distribution.
The Nominating Committee meets annually to nominate persons for election as
directors of ANB at the Annual Meeting of the Stockholders. The Nominating
Committee met in February 1999 to recommend director nominees for the election
of such nominees at the 1999 Annual Meeting of the Stockholders. No formal
procedures whereby individual stockholders can submit recommendations of persons
to be considered for nomination as a director of ANB have been instituted.
However, the Nominating Committee would consider any such recommendations made
to it in writing on a timely basis. See "DEADLINE FOR SHAREHOLDER PROPOSALS."
The Audit Committee recommends to the Board of Directors the appointment of
independent auditors to audit the books, records and accounts of ANB and its
subsidiary banks (the "Banks"); discusses with the independent auditors the plan
and scope of their examination of the books and records of ANB and the Banks and
reviews the results thereof prior to publication; and reviews all
recommendations made by the independent auditors regarding accounting methods
used and the system of internal controls utilized by ANB and advises the Board
of Directors with respect thereto. The Audit Committee met three times in 1998.
The Compensation Committee is authorized to recommend to the Board of
Directors from time to time the compensation to be paid to officers, directors
and committee members ("Executive Compensation") of ANB. Executive
Compensation may include, but is not limited to, salary, bonus, performance
share awards, other annual compensation and any combination thereof as the
Compensation Committee deems appropriate in light of the performance of ANB.
During 1998, the Compensation
6
Committee served as the Performance Committee pursuant to the ANB Performance
Share Plan. The Compensation Committee met two times in 1998.
During 1998, Messrs. Holcomb, Nichol, Page and McWane served on the
Executive Committee; Messrs. Holcomb, McMahon, McWane and Nabers served on the
Nominating Committee; Messrs. Starnes, Montgomery, Johns, Hackney, Page and Dr.
Nix served on the Audit Committee; and Messrs. Johns, Page, Nabers, McMahon and
Starnes served on the Compensation Committee. Other than Mr. Hackney, none of
the incumbent directors attended less than 75% of the aggregate of (1) the total
number of meetings of the Board of Directors and (2) the total number of
meetings held by all committees of the Board of Directors on which he served.
The ANB Board of Directors met six times in 1998.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires ANB's
executive officers and directors, and persons who beneficially own more than 10%
of ANB's Common Stock ("Section 16 Insiders"), to file reports of ownership and
changes in ownership with the Securities and Exchange Commission ("SEC").
Section 16 Insiders are required by the SEC regulations to furnish ANB with
copies of all SEC forms required under Section 16(a) of the Securities Exchange
Act of 1934 ("Section 16(a) Forms"). Based solely on a review of the Section
16(a) Forms as furnished to ANB, and the representations of the Section 16
Insiders, ANB believes that for the period from January 1, 1998 through December
31, 1998, all Section 16 Insiders filed their Section 16(a) Forms in a timely
manner, except that Dr. Nix, Mr. Page and Mr. McWane each filed one Form 4 late.
7
Executive Compensation and Other Information
Summary of Compensation
The following table sets forth a summary of the compensation paid or
accrued during each of the last three fiscal years with regard to (i) ANB's
Chief Executive Officer and (ii) the five (5) highest paid executive officers of
ANB who were serving in this capacity at the end of 1998 whose total salary and
bonus exceeded $100,000 during 1998 (collectively the "Named Executive
Officers").
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
----------------------------------------- --------------------------------------------
Awards Payouts
---------------------------- --------------
Securities
Restricted Underlying
Other Annual Stock Options/ LTIP All Other
Name and Salary Bonus Compensation Award(s) SARs Payouts/(6)/ Compensation
Principal Position Year ($) ($) ($) ($) (#) ($) ($)
- --------------------------- ---- --------- --------- ------------- --------------- ----------- -------------- -------------
John H. Holcomb, III 1998 $260,000 $175,000 -0- -0- -0- $79,500 $13,261/(2)/
Chairman and CEO 1997 250,000 112,500 -0- -0- -0- 57,750 13,267
1996 205,000 112,500 -0- $10,686/(1)/ -0- 49,688 9,762
Victor E. Nichol, Jr. 1998 $230,000 $ 65,000 -0- -0- -0- $26,500 $10,438/(2)/
President and COO 1997 225,000 54,000 -0- -0- -0- 46,200 11,661
1996 185,000 90,000 -0- $10,686/(1)/ -0- 39,750 4,497
Dan M. David/(3)/ 1998 $155,000 $ 45,000 -0- -0- -0- $26,500 $10,646/(4)/
Vice Chairman 1997 151,982 37,500 -0- -0- -0- -0- 7,687
1996 N/A N/A N/A N/A N/A N/A N/A
John R. Bragg/(5)/ 1998 $131,042 $ 65,000 -0- -0- -0- $42,400 $7,513/(2)/
Executive Vice President 1997 N/A N/A N/A N/A N/A N/A N/A
1996 N/A N/A N/A N/A N/A N/A N/A
Richard Murray, IV/(5)/ 1998 $131,042 $ 65,000 -0- -0- -0- $42,400 $7,514/(2)/
Executive Vice President 1997 N/A N/A N/A N/A N/A N/A N/A
1996 N/A N/A N/A N/A N/A N/A N/A
William G. Sanders/(5)/ 1998 $131,042 $ 65,000 -0- -0- -0- $42,400 $7,524/(2)/
Executive Vice President 1997 N/A N/A N/A N/A N/A N/A N/A
1996 N/A N/A N/A N/A N/A N/A N/A
- -------------------------------
(1) Resulted from a redistribution of 507 shares of restricted stock previously
granted under the Commerce Bankshares, Inc. Long Term Incentive
Compensation Plan (the "CBS Plan") to another employee upon such employee's
termination. At December 31, 1998, the shares subject to such restricted
stock award had a market value of $13,643. These shares are subject to
restrictions on transfer until August 31, 1999. These restrictions also
provide that no dividends will be paid on such stock until such
restrictions lapse.
(2) The amounts shown in this column for Messrs. Holcomb, Nichol, Bragg, Murray
and Sanders represent ANB contributions to ANB's 401(k) retirement plan in
the amount of $2,000 each, and amounts contributed and accrued under the
NBC Pension Plan totaling $11,261 for Mr. Holcomb, $8,438 for Mr. Nichol,
$5,513 for Mr. Bragg, $5,514 for Mr. Murray and $5,524 for Mr. Sanders.
See "Defined Benefit Plan" under this caption.
(3) Mr. David became Vice Chairman of ANB upon the closing of the FAB Merger
effective November 30, 1997. Upon the consummation of the FAB Merger, ANB
entered into an employment agreement with Mr. David dated November 30,
1997, whereby Mr. David agreed to serve as Chairman of First American Bank
and Vice Chairman of ANB. The employment agreement has a term of five
years and provides for annual compensation to Mr. David of not less than
$186,000 per year.
(4) The amount shown in this column for Mr. David represents First American
Bank contributions of $8,406 for Mr. David to the First American Bank
401(k) Retirement Plan and $2,240 in premiums paid on a term life insurance
policy for Mr. David.
(5) Mr. Bragg, Mr. Murray and Mr. Sanders each became an executive officer of
ANB during 1998.
(6) 1998 Long-Term compensation is not yet determinable. The amount shown is
the best estimate available as of the date of this Proxy Statement. For
further information, see the "Long-Term Incentive Plans - Awards in Last
Fiscal Year" table.
8
Stock Options Granted
As a result of the NBC Merger in 1995, ANB assumed the CBS Plan. The ANB
Board of Directors, upon recommendation of the Compensation Committee,
terminated the CBS Plan on April 25, 1996. As a result of the FAB Merger, ANB
assumed certain stock option plans of FAB which include: (i) the First American
Bancorp Stock Option Plan dated October 20, 1992, (ii) the First American
Bancorp 1994 Stock Option Plan and (iii) two nonqualified Stock Option
Agreements dated March 7, 1997 (collectively, the "FAB Plans"). ANB does not
intend to make additional awards under the FAB Plans. The table below
represents options previously granted to Messrs. Holcomb, Nichol, Bragg, Murray
and Sanders under the CBS Plan, and to Mr. David under the FAB Plans.
Aggregated Option Exercises In Last Fiscal Year
And Fiscal Year End Option Values
Number of Shares
Number of Underlying Unexercised Value of Unexercised
Shares Options at Fiscal in-the-Money Options at
Acquired on Value Year-End(#) Fiscal Year-End($)
Name Exercise Realized($)/(1)/ Exercisable/Unexercisable Exercisable/Unexercisable/(2)/
---- --------------- ------------------ ------------------------- ------------------------------
John H. Holcomb, III 17,608 $347,934 17,609/0 $ 373,839/0
Victor E. Nichol, Jr. 17,608 $361,105 3,523/0 $ 74,793/0
Dan M. David/(3)/ -0- N/A 71,896/0 $1,310,264/0
John R. Bragg 17,608 $347,934 3,523/0 $ 74,793/0
Richard Murray, IV 17,608 $347,934 3,523/0 $ 74,793/0
William G. Sanders 17,608 $347,934 3,523/0 $ 74,793/0
- -----------------------
(1) Based on $25.44 per share, the average sale price reported by NASDAQ on
September 10, 1998, the date of exercise for Messrs. Holcomb, Bragg, Murray
and Sanders, and based on $26.19 per share, the average sale price reported
by NASDAQ on August 31, 1998, the date of exercise for Mr. Nichol.
(2) Based on $26.91 per share, the average sale price reported by NASDAQ on
December 31, 1998.
(3) Mr. David's options were awarded by FAB prior to the FAB Merger under
certain of the FAB Plans.
Long-Term Incentive Plans
Long-Term Incentive Plans - Awards In Last Fiscal Year/(1)/
Estimated Future Payouts under
Performance or Non-Stock Price-Based Plans
Number of Other Period Until --------------------------------------
Shares, Units or Maturation or Threshold Target Maximum
Name Other Rights (#) Payout (#) (#) (#)
- ---- ------------------- ------------------ ----------- ---------- --------
John H. Holcomb, III 3,000 shares Four years 1,500 3,000 5,100
Victor E. Nichol, Jr. 1,000 shares Four years 500 1,000 1,700
Dan M. David 1,000 shares Four years 500 1,000 1,700
John R. Bragg 1,600 shares Four years 800 1,600 2,720
Richard Murray, IV 1,600 shares Four years 800 1,600 2,720
William G. Sanders 1,600 shares Four years 800 1,600 2,720
- ------------------------
(1) On April 16, 1998, the Compensation Committee approved the award of the
1998 Performance Share Awards under the ANB Performance Share Plan to
certain senior officers including the grants detailed above. See
"Compensation Committee Report on Executive Compensation" for a description
of the Performance Share Plan and a description of the formula to be
applied in determining amounts payable.
9
Defined Benefit Plan
Pension Plan Table/(1)/
Average Annual
Remuneration Years of Service
------------ ----------------
15 20 25 30 35
-- -- -- -- --
$125,000................ $24,375 $32,500 $40,625 $48,750 $56,875
$150,000................ $29,250 $39,000 $48,750 $58,500 $68,250
- --------------------
(1) Annual compensation for purposes of the NBC Pension Plan is capped at
$160,000.
As a result of the NBC Merger, NBC became a wholly-owned subsidiary of ANB.
NBC has maintained the NBC Pension Plan for the benefit of its employees since
January 1, 1982. The NBC Pension Plan pays its participants a monthly
retirement income equal to 1.3% of each participant's "Average Monthly Earnings"
multiplied by the number of years of continuous service to NBC of such
participant. Average Monthly Earnings equals the participant's annual
compensation converted to a monthly amount and then averaged over the sixty (60)
months immediately preceding the participant's "Normal Retirement Date" which,
if such participant was employed before January 1, 1989, is the first day of the
month coinciding with or immediately preceding a participant's sixty-fifth
birthday or, if such participant was first employed after January 1, 1989, is
the later of the participant's sixty-fifth birthday or the first day of the
month either on or next following the completion of five years of continuous
service or, if earlier, five "service years." Annual compensation means the
participant's total compensation during a plan year, as reflected on such
participant's W-2 Form, excluding (even if includable in gross income)
reimbursements or other expense allowances, fringe benefits (cash or noncash),
moving expenses, deferred compensation, and welfare benefits, but including
salary reduction contributions (not includable in gross income) to certain plans
or arrangements that may be maintained by NBC. However, regardless of a
participant's actual annual compensation, each participant's annual compensation
for purposes of such plan is capped at $160,000, the current limit prescribed
under Section 401(a)(17) of the Internal Revenue Code of 1986 (the "Code").
The Summary Compensation Table reflects under the caption "All Other
Compensation" the amounts accrued for the benefit of Messrs. Holcomb, Nichol,
Bragg, Murray and Sanders under the NBC Pension Plan. The current annual
compensation and years of service attributable to each of them are as follows:
Current Annual Compensation Credited Years of Service
--------------------------- --------------------------
John H. Holcomb, III $160,000/(1)/ 18
Victor E. Nichol, Jr. $160,000/(1)/ 5
John R. Bragg $160,000/(1)/ 7
Richard Murray, IV $160,000/(1)/ 8
William G. Sanders $160,000/(1)/ 11
- -----------------
(1) The maximum annual compensation for purposes of the NBC Pension Plan.
10
Director Compensation
Non-employee directors of ANB receive directors' fees of $6,000 per annum
and $1,000 for each Board of Directors meeting and each Committee meeting they
attend, and are reimbursed for all reasonable out-of-pocket expenses incurred in
the performance of their duties as a director. Under the terms of the ANB
Deferral of Compensation Plan adopted in 1996, non-employee directors may
voluntarily elect to defer to a specified date the receipt of all or any portion
of their directors' fees. Directors' fees so deferred may be credited to the
directors in cash or ANB Common Stock equivalents or a combination thereof.
Messrs. Hackney, Johns, McWane, Nabers, Page, Starnes and McMahon also serve on
the NBC Board of Directors and receive NBC directors' fees of $8,000 per annum
plus $200 for each NBC Board meeting and Committee meeting attended. Mr.
Montgomery also serves as Chairman of the Board of the First Gulf Bank Board of
Directors and receives Chairman's fees of $1,000 per month. Dr. Nix and Mr.
Sexton also serve on the Board of Directors of First American Bank and receive
directors' fees of $400 per month plus $200 for each First American Bank board
and committee meeting attended. Mr. Barnes also serves as Chairman of the Board
of Directors of Georgia State Bank and receives director's fees of $450 per
month.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee, which establishes the compensation of the
executive officers of ANB, is comprised of Messrs. Johns, McMahon, Nabers, Page
and Starnes. During 1998, there were no interlocking relationships between any
executive officers of ANB and any entity whose directors or executive officers
serve on the ANB's Board of Directors and/or Compensation Committee.
Compensation Committee Report on Executive Compensation
The Compensation Committee has oversight of the compensation paid to the
Chief Executive Officer and certain other senior officers of ANB and its
subsidiaries including the Named Executive Officers. Total compensation for
these persons is reviewed and set annually and includes three primary types of
compensation: base salary, bonuses paid under the ANB Annual Incentive Plan, and
long-term incentive compensation under the Performance Share Plan and under the
ANB 1999 Long Term Incentive Plan, assuming it is approved by ANB's Stockholders
at the Annual Meeting. The following discussion is applicable to executive
officers of ANB, including the Chief Executive Officer and the Named Executive
Officers.
Base Salary. Executive officers' base salaries are determined by several
factors, but principally by the level of responsibilities required by the
position. In establishing base salaries, the Compensation Committee reviews
recommendations by the Chief Executive Officer and considers information
provided by an outside compensation consultant relating to compensation paid by
other local banking companies and bank holding companies of comparable size.
Some of the companies considered are in the peer group used for the Stock
Performance Graph herein. Individual competence, length of service in a
position, and comparisons to salaries for similar positions in other comparable
companies guide the determination of the appropriate level of an executive
officer's salary. Company performance may also be a factor in determining the
amount of any base salary increase. The Committee's compensation strategy for
executive officers is to pay salaries at or near the median. Performance-based
cash bonus and performance share awards, when totaled, are used to provide
significant performance-based compensation. The base salaries and incentive
bonuses for Messrs. Holcomb, Nichol, Bragg, Murray and Sanders, each of whom is
also an officer of NBC, are paid by NBC. The base salary and incentive bonus
for Mr. David are paid by First American Bank. ANB reimburses NBC and First
American Bank, as applicable, for 20% of the base salary paid by such bank for
ANB Executive Officer salaries.
Annual Incentive Plan. The Board of Directors approved the ANB Annual
Incentive Plan (the "AIP") in 1996. The AIP was established for the purpose of
rewarding, retaining, and providing incentives for performance through annual
bonuses for those employees who contribute most to the operating progress of
ANB. The Compensation Committee sets the total target amount of bonuses for
each year and reviews the methodology used to determine individual bonuses.
Individual bonuses of
11
employees participating in the AIP are determined with respect to them by ANB's
executive officers with the approval of the Chief Executive Officer. The
Compensation Committee specifically reviews and approves each annual bonus paid
to the executive officers participating in the AIP, including the Chief
Executive Officer.
Each participating employee is assigned a target bonus percentage expressed
as a percentage of each employee's salary. The target bonus percentages were
set at amounts ranging from 35% to 45% for 1998 by the Compensation Committee.
The target bonus percentage is established by determining the desired total
incentive compensation component for the particular employee and by reviewing
the practices of certain peer banks as reflected in available surveys. Bonus
payments under the AIP, when made, may range from 33% to 200% of the target
amount. Other than the Chief Executive Officer, an individual's AIP bonus is
based upon a combination of ANB's performance, departmental performance and the
individual's performance. The AIP bonus of the Chief Executive Officer is based
on ANB's performance according to a range fixed for the year by the Compensation
Committee relating to certain operating earnings per share goals plus the
achievement of certain other objectives. The AIP bonus relating to 1998 for the
Chief Executive Officer was determined based on ANB operating earnings, before
giving effect to the merger-related expenses attributable to the three bank
acquisitions that closed in 1998.
Performance Share Plan. The ANB Stockholders approved the ANB Performance
Share Plan (the "PSP") in 1996. The PSP is administered by the Compensation
Committee. The overall purpose of the PSP is to promote the long term success
of ANB and its subsidiaries. The PSP accomplishes this by providing financial
incentives to key employees who are in positions to make significant
contributions toward such success. The PSP is a key component of executive
compensation, and is designed to attract individuals of outstanding ability and
to encourage key employees to acquire a proprietary interest in ANB, to continue
employment with ANB and to render superior performance during such employment.
ANB develops its Performance Share Award amounts under the PSP by reviewing the
long term incentive opportunities provided to executives in similar positions at
peer banks and determining the desired total long-term compensation component of
the particular employee's compensation package.
The Compensation Committee, from time to time, may select participants to
receive incentive compensation awards under the PSP ("Performance Share
Awards"). Each Performance Share Award granted will generally represent one
share of ANB Common Stock, unless otherwise determined by the Compensation
Committee, but in no event may the Compensation Committee determine that a
Performance Share Award equals more than 1.25 shares of ANB Common Stock. No
individual participant may be granted, in the aggregate, Performance Share
Awards which represent more than 25% of the ANB Common Stock reserved for
issuance under the PSP. Each Performance Share Award is awarded as of January 1
of the year of award, regardless of the actual date of grant ("Date of Grant").
At the time of the Compensation Committee grants of Performance Share
Awards, the Compensation Committee is required to fix an Award Period comprised
of a number of calendar years not to exceed five (5) years. In its discretion,
the Compensation Committee may subdivide the Award Period into one interim
period which is a period of calendar years chosen by the Compensation Committee
commencing upon any Date of Grant but which is less than the Award Period (an
"Interim Period").
No Performance Share Award will be paid unless the participant meets the
conditions established by the Compensation Committee for the Award Period or
Interim Period. The Compensation Committee may prescribe different conditions
for different participants. These conditions may be expressed in terms of the
growth in net income per share during the Award Period, or average return on
average equity in comparison with other banks and bank holding companies and/or
according to other reasonable factors. The Compensation Committee may also
determine what percentage of the Performance Share Award will be paid and what
conditions must be satisfied at the end of an Interim Period. If, at the close
of any Award Period or Interim Period applicable to a Performance Share Award,
the Compensation Committee determines that the participant has met the
conditions for payment of the Performance Share Award, then, unless otherwise
directed by the Compensation Committee, the Performance Share Award will be paid
12
to the participant as promptly as possible. Generally, all payments of
Performance Share Awards to participants will be made partly in shares of ANB
Common Stock and partly in cash, with the cash portion being equal to the amount
of Federal, state and local taxes which the participant's employer, whether ANB
or a subsidiary of ANB, is required to withhold on account of said payment. The
Compensation Committee, in its discretion, may provide for payment of cash and
distribution of shares of ANB Common Stock in such other proportions as the
Compensation Committee deems appropriate, except that the Compensation Committee
must pay in cash an amount not less than the tax withholding obligation.
The Performance Share Awards made during 1998 were determined by
calculating the desired total long-term compensation component of the particular
employee's compensation package and by comparison of this long-term component to
long-term awards made at a peer group of comparable banks and bank holding
companies. Award payments can range from zero to 200% of a grant. For example,
if ANB ranks in the top 25% of the peer group in terms of return on average
equity, then 125% of the award is earned. If ANB ranks at the top 10%, 170% of
the award is earned. If ANB's performance is at the median or threshold, 50% of
the award is earned. If ANB's results are below the median, no portion of the
award is earned. In 1998, the Compensation Committee established Performance
Share Awards that will be paid after 4 years and will include results for fiscal
years 1998, 1999, 2000 and 2001.
1999 Long Term Incentive Plan. The Board of Directors has approved and
recommended for submission to ANB's stockholders for their approval the Alabama
National BanCorporation 1999 Long Term Incentive Plan (the "Plan"). The primary
purpose of the Plan will be to retain employees who contribute to ANB's success.
The Plan provides for the award of incentive and non-qualified stock options,
stock appreciation rights, restricted stock and performance awards. Awards
under the Plan will be in addition to awards made under the Performance Share
Plan. The Board of Directors and the Compensation Committee believe that stock
based awards are very valuable in retaining highly qualified management
personnel and in providing additional motivation to management to use their best
efforts on behalf of ANB and its stockholders by providing such employees with
the opportunity to participate in the long term growth of ANB. The Compensation
Committee expects that the grant of awards under the Plan will become a
meaningful component of ANB's long-term incentive compensation strategy.
Compensation Committee:
John D. Johns, Chairman
John J. McMahon, Jr.
Drayton Nabers, Jr.
G. Ruffner Page, Jr.
W. Stancil Starnes
Stock Performance Graph
The following graph is included to assess the performance of management by
comparing the market value of ANB's Common Stock with other public companies and
with comparable public banking companies. The graph sets forth the cumulative
total stockholder return (assuming reinvestment of dividends) to ANB's
stockholders during the period from ANB's initial public offering on November
22, 1994 and ending on December 31, 1998, compared to an overall stock market
index (NASDAQ Stock Market, U.S. Companies) and a peer group index of 18 banks,
bank holding companies and thrifts which are comparable in asset size and market
capitalization that have been selected by ANB ("ANB Peer Group") for the period
beginning November 22, 1994, and ended December 31, 1998.
13
[Performance Graph Appears Here]
PERIOD ENDING
------------------------------------------------------------------
INDEX 11/22/94 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
- ------------------------------------------------------------------------------------------------------
Alabama National BanCorporation $ 100.00 $ 87.50 $ 137.30 $ 184.01 $ 279.27 $ 288.57
NASDAQ Total Return Index 100.00 101.54 143.61 176.60 216.66 304.56
ANB Peer Group 100.00 99.80 145.36 198.51 322.64 329.83
14
The Companies included in the ANB Peer Group are as follows:
ABC BanCorp North Fork BanCorporation of New York, Inc.
Bank Granite Corporation of N.C. Peoples Holding Company
Capital City Bancgroup, Inc. Piedmont BanCorporation, Inc.
Carolina First Corporation Republic Bancshares, Inc.
Century South Banks, Inc. Sea Coast Banking Corporation of Florida
First United Bancshares, Inc. Simmons 1st National Corporation
Horizon BanCorporation, Inc./(1)/ Sterling BanCorporation
Independent Bancorp Sterling Bancshares, Inc.
LSB Bancshares of North Carolina WesBanco, Inc.
- -----------------
(1) This entity was acquired by another entity during 1998; the performance
graph above includes the effect of this entity through the date of its
acquisition.
Certain Relationships and Related Transactions
NBC's main office is occupied under a lease with an affiliated party,
Woodward Properties, of which (i) Mr. Ruffner Page, as Custodian of the three
minor children of Mr. Phillip McWane, (ii) Mr. Phillip McWane, (iii) Mr. McMahon
and (iv) a family partnership, of which Mr. and Mrs. McMahon have beneficial
ownership, are partners. NBC has leased 60,580 square feet at an annual rental
rate of $15.00 per square foot through the year 2013, subject to adjustment
based on the Consumer Price Index. ANB believes this lease represents an arms-
length rate and terms for comparable space in the Birmingham market.
ANB and the Banks have and expect to continue to have banking and other
transactions in the ordinary course of business with directors and executive
officers of ANB and their affiliates, including members of their families or
corporations, partnerships or other organizations in which such directors or
executive officers have a controlling interest, on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with unrelated parties. Such transactions are not
expected to involve more than the normal risk of collectibility nor present
other unfavorable features to ANB and the Banks. Each of the Banks is subject
to limits on the aggregate amount it can lend to the Bank's and ANB's directors
and officers as a group. This limit is currently equal to two times the
applicable entity's unimpaired capital and surplus. Loans to individual
directors and officers must also comply with the Bank's lending policies and
statutory lending limits, and directors with a personal interest in any loan
application are excluded from the consideration of such loan application.
PROPOSAL TO ADOPT ANB 1999 LONG TERM INCENTIVE PLAN
The Board of Directors of ANB has approved the Alabama National
BanCorporation 1999 Long Term Incentive Plan attached hereto as Exhibit A (the
"Plan") to be submitted to ANB's stockholders for their approval at the Annual
Meeting. The purpose of the Plan is to enable ANB and its subsidiaries to retain
employees who contribute to ANB's success, to attract employees who ANB's
management believes can make such contributions and to enable such employees to
participate in the long-term success and growth of ANB.
15
The Plan provides for the award of incentive and non-qualified stock options,
stock appreciation rights, restrictive stock and performance awards.
The Board of Directors believes that ANB and its stockholders will benefit
significantly from having certain employees receive such awards, and that the
opportunity thus afforded these employees to acquire common stock of ANB is an
essential element of an effective management incentive program. The Board of
Directors also believes that stock based awards are very valuable in retaining
highly qualified management personnel and in providing additional motivation to
management to use their best efforts on behalf of ANB and its stockholders.
Administration
The Plan will be administered by the Compensation Committee, which will
have sole authority to select the employees to whom grants may be made under the
Plan and to determine the type of incentive awards to be granted to eligible
employees, the number of shares of stock to be covered by each award and the
terms and conditions of awards granted under the Plan.
Shares Reserved Under the Plan; Limitations
The total number of shares of ANB Common Stock authorized and available for
distribution under the Plan shall be 300,000 (subject to appropriate adjustments
to reflect changes in the capitalization of ANB). Such shares may consist of
authorized and unissued shares or treasury shares. Shares subject to lapsed,
forfeited or canceled awards will be available for distribution under the Plan.
The maximum number of shares subject to awards which may be granted under the
Plan to any participant in any one year is 75,000 shares (subject to appropriate
adjustments to reflect changes in the capitalization of ANB).
Eligibility
Persons eligible for participation in the Plan shall include all employees
of ANB, or its subsidiaries, but shall exclude any person who serves only as a
director of ANB. Participation in the Plan will be determined by the
Compensation Committee based upon an employee's contribution to ANB's success.
Stock Based Awards
The types of incentive awards that may be granted under the Plan are
described below.
Stock Options. Stock options may be granted either alone or in conjunction
with other awards under the Plan. Stock options granted under the Plan may be
either incentive stock options (as defined under Section 422 of the Code) or
non-qualified stock options. To the extent that any stock option fails to
qualify as an incentive stock option, it shall constitute a non-qualified stock
option.
The exercise price per share of stock which may be purchased pursuant to
exercise of a stock option shall be not less than 100% of the fair market value
of the stock on the date of grant of the option (or, in the case of a ten
percent stockholder, 110%). The term of each stock option shall be fixed by the
Compensation Committee, but no stock option granted under the Plan shall be
exercisable more than ten (10) years after the date of grant (or, in the case of
a ten percent stockholder, five years).
16
Stock options will be exercisable at such time or times and subject to such
terms and conditions as determined by the Compensation Committee. The conditions
may include time of service, price of ANB's stock or any other criteria.
Stock options may be exercised in whole or in part at any time by giving
written notice of exercise to ANB and tendering payment in full for the shares.
Payment may be made in cash or, if permitted by the Compensation Committee, by
surrender of shares of stock of ANB owned by the optionee. While stock options
are generally non-transferable other than by will or by the laws of descent and
distribution, non-qualified stock options may be transferable, in the discretion
of the Compensation Committee, to family members or trusts or partnerships in
which family members are the only owners.
In the event of termination of an optionee's employment with ANB (or any
subsidiary), by reason of death, disability, or retirement, options which were
otherwise exercisable at the date of termination of employment may be exercised
thereafter by the estate or legal representative of the optionee or the optionee
generally for a period of up to three (3) years (or such shorter period as may
be determined by the Compensation Committee at the time of grant) from the date
of termination of employment or until the expiration of the stated term of the
option, whichever period is shorter. If employment is terminated for reasons
other than death, disability, or retirement, any option which was otherwise
exercisable on the date of termination of employment may be exercised for a
period of three (3) months from the date of termination or the balance of the
stated term of the option, whichever is shorter, so long as termination of
employment was without cause.
With respect to incentive stock options, the aggregate fair market value of
stock subject to option (determined at the time of grant) with respect to which
incentive stock options are first exercisable by an optionee during any calendar
year under all stock option plans of ANB and its subsidiaries shall not exceed
$100,000.
Stock Appreciation Rights. Stock Appreciate Rights ("SARs") may be granted
in conjunction with incentive or non-qualified stock options granted under the
Plan, or may be granted alone. SARs granted in conjunction with stock options
shall be exercisable only at such time or times and to the extent that the stock
options to which they relate shall be exercisable. Upon the exercise of an SAR,
an optionee shall be entitled to receive an amount in cash or shares of common
stock equal in value to the excess of the fair market value of one share of one
stock over the exercise price per share specified in the related option or SAR,
multiplied by the number of shares in respect of which the SAR shall have been
exercised. The Compensation Committee shall have the right to determine the
form of payment.
While SARs are generally non-transferable, other than by will or by the
laws of descent and distribution, and are generally exercisable during the
participant's lifetime only by the participant, SARs may be transferrable to the
extent the underlying stock option is transferable.
Restricted Stock. Shares of common stock may be issued either alone or in
addition to other awards granted under the Plan subject to such conditions as
may be determined by the Compensation Committee ("Restricted Stock"). The
Compensation Committee may condition the grant of Restricted Stock upon the
attainment of specified performance goals or such other criteria as the
Compensation Committee may determine in its discretion. The Compensation
Committee shall determine the time or times at which grants of Restricted Stock
will be made, the number of shares to be awarded, the recipients of the award,
and the price, if any, to be paid for the shares.
17
Stock certificates representing Restricted Stock granted to an employee
will be registered in the employee's name but will be held by ANB on behalf of
the employee until all restrictions attaching to the shares have lapsed, and the
participant shall deliver a stock power endorsed in blank to ANB relating to the
stock covered by the award. However, the employee will have the right to vote
the shares and receive dividends on such shares.
Subject to additional provisions which may be set by the Compensation
Committee, all Restricted Stock awards shall provide that the recipient shall
not be permitted to sell, transfer, pledge or assign shares of Restricted Stock
awarded under the Plan during the applicable restriction period.
Upon termination of employment for any reason during the restriction
period, all shares still subject to restrictions shall be forfeited by the
participant and the participant shall only receive the amount, if any, paid by
the participant for the forfeited shares. As shares are released from
restrictions, a certificate will be delivered to the participant for that number
of released shares. In no event shall restrictions, including risk of
forfeiture, attach to the Restricted Stock for a term exceeding ten years from
the date of the award.
The Compensation Committee may, in its discretion, accelerate or waive any
restrictions attaching to Restricted Stock in whole or in part based upon
performance or such other factors as the Compensation Committee may determine,
including special hardship circumstances.
Performance Awards. The Plan authorizes the grant of performance awards to
employees payable in either stock or cash or a combination thereof, in the sole
discretion of the Compensation Committee ("Performance Award"). Generally, the
Compensation Committee will establish achievement objectives for an employee to
whom a Performance Award has been granted. The Compensation Committee shall
determine to whom the award will be made, the length of the performance period,
conditions and terms of performance goals and the manner of payment of the
Performance Award.
Performance goals relating to Performance Awards will be established by the
Compensation Committee and will relate to the performance of ANB (or any segment
thereof) over a specified performance period, based upon certain business
criteria deemed appropriate by the Compensation Committee, including growth in
earnings or equity, the ratio of earnings to stockholders' equity or to total
capital or total return to the Company's stockholders. If at the end of the
performance period the specified objectives have been attained, the employee
will be deemed to have fully earned the Performance Award. If such objectives
have not been fully attained, the employee may be deemed to have earned a
portion of the Performance Award and be eligible to receive a portion of the
total award, as determined by the Compensation Committee. If the Compensation
Committee in its discretion sets a required minimal level of achievement which
is not attained during the performance period, the employee is entitled to no
portion of the Performance Award.
An employee granted a Performance Award who terminates employment by reason
of death, disability or retirement before the end of the performance period may,
in the discretion of the Compensation Committee, be entitled to receive a
portion of any earned Performance Award. Termination of employment for any
other reason will result in a forfeiture of all rights to the Performance Award.
Unless otherwise determined by the Compensation Committee, Performance Awards
are intended to qualify as performance-based compensation for purposes of
Section 162(m) of the Code and the treasury regulations thereunder.
18
Loan Provisions
With the consent of the Compensation Committee, ANB may make or arrange for
a loan to an employee with respect to the exercise of any stock option granted
under the Plan or with respect to the payment of any purchase price required in
respect of any Restricted Stock award. The Compensation Committee shall have
full authority to determine the amount, terms and conditions of any such loan,
including interest rates, payment schedules and default provisions.
Amendments
The Board at any time may amend, alter or discontinue the Plan, but no such
amendment, alteration or discontinuation shall be made which would impair rights
previously granted to any participant in the Plan without his or her consent, or
which, without the approval of ANB's stockholders would (1) increase the total
number of shares reserved for issuance under the Plan, (2) decrease the
exercise price of any option to less than 100% of the fair market value of ANB's
shares on the date of grant, (3) change the class of participants eligible to
participate in the Plan, or (4) extend the maximum term of a stock option
granted under the Plan.
The Compensation Committee may amend the terms of any award or option
previously granted under the Plan, but not such amendment shall impair the
rights of any holder without his or her consent.
Provisions Relating to a Change of Control
In the case of a merger or consolidation in which ANB is not the surviving
corporation, a sale of all or substantially all of the business or property of
ANB (including the sale of one or more of ANB's principal subsidiary banks if
such sale constitutes a substantial majority of ANB's business), or the
liquidation or dissolution of ANB, or in the event of a tender offer or any
other change involving a threatened change in control of ANB which, in the
opinion of the Compensation Committee, could deprive the holders of the benefits
intended to be conferred by awards hereunder, the Compensation Committee may, in
anticipation of any such transaction or event, make such adjustments in the
terms and conditions of outstanding awards, as the Compensation Committee in its
sole discretion determines are equitably warranted under the circumstances.
Such adjustments may include, but are not limited to, (i) acceleration of
exercise terms, or (ii) acceleration of the lapse of restrictions, performance
objectives and other terms.
Changes Affecting Company's Capital
In the event of certain changes in ANB's capital structure, including any
merger, reorganization, consolidation, recapitalization or stock dividend, the
Board of Directors will have the power to adjust the number and kinds of shares
covered by outstanding awards and to make other adjustments in awards under the
Plan as it deems appropriate.
Effective Date of the Plan; Term
The Plan became effective as of the date it was adopted by ANB's Board of
Directors, subject to approval by a majority vote of ANB's stockholders within
twelve months after its adoption, and any awards granted prior to such approval
shall be subject to such approval. No award under the Plan may be granted on or
after the tenth anniversary of the date of stockholder approval of the Plan.
19
Discussion of Federal Income Tax Consequences
The following statements are based on current interpretations of existing
Federal income tax laws. The law is technical and complex and the statements
represent only a general summary of some of the applicable provisions.
Stock Options. There are no Federal income tax consequences either to the
optionee or to ANB upon the grant of a stock option. On exercise of an
incentive stock option, the optionee will not recognize any income and ANB will
not be entitled to a deduction for regular tax purposes, although such exercise
may give rise to liability for the optionee under the alternative minimum tax
provisions of the Code. Generally, if the optionee disposes of shares acquired
upon exercise of an incentive stock option within two years of the date of grant
or one year of the date of exercise, the optionee will recognize compensation
income and ANB will be entitled to a deduction for tax purposes in the amount
equal to the excess of the fair market value of the shares on the date of
exercise over the option exercise price (or the gain on sale, if less).
Otherwise, ANB will not be entitled to any deduction for tax purposes upon
disposition of such shares, and the entire gain or loss for the optionee will be
treated as a capital gain or loss. On exercise of a non-qualified stock option,
the amount by which the fair market value of the shares on the date of exercise
exceeds the option exercise price will be taxable to the optionee as
compensation income and will be deductible for tax purposes by ANB. The
disposition of shares acquired upon exercise of a non-qualified stock option
will generally result in a capital gain or loss for the optionee, but will have
no further tax consequences for ANB.
Stock Appreciation Rights. The grant of an SAR generally does not result
in income to the grantee or in a deduction for ANB. Upon the exercise of an
SAR, the grantee will recognize ordinary income and ANB will be entitled to a
tax deduction measured by the fair market value of the shares plus any cash
received.
Restricted Stock. The grant of Restricted Stock generally does not result
in income to the grantee or in a deduction for ANB, assuming the shares
transferred are subject to restrictions which constitute a "substantial risk of
forfeiture" and the grantee does not make a special tax election. If there are
no such restrictions and no special tax election is made, the grantee would
recognize compensation income upon receipt of the shares. Dividends paid to the
grantee while the stock is subject to such restrictions, absent a special tax
election, would be treated as compensation for Federal income tax purposes. At
the time the restrictions lapse, the grantee would recognize compensation income
for the difference between the fair market value of such shares and the price
paid, if any, and ANB would be entitled to a tax deduction of an equal amount.
Performance Awards. The grant of Performance Awards generally does not
result in income to the grantee or in a deduction for ANB. Upon the receipt of
cash or shares of common stock under a Performance Award, the grantee will
recognize compensation income and ANB will be entitled to a tax deduction
measured by the fair market value of the shares plus any cash received by the
grantee.
New Plan Benefits
Because grants made under the Plan will be in the discretion of the
Compensation Committee, future awards to eligible participants for any calendar
year during which the Plan is in effect cannot be determined.
20
Vote Required and Board of Director Recommendation
The affirmative vote of a majority of the votes present or represented by
proxy and entitled to vote at the annual meeting of stockholders, at which a
quorum representing a majority of all outstanding shares of ANB Common Stock is
present and voting, either in person or by proxy, is required for approval of
this proposal. Abstentions will each be counted as present for purposes of
determining the presence of a quorum, but will have the same effect as a
negative vote on this proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR THE APPROVAL OF THE ANB 1999 LONG TERM INCENTIVE PLAN.
INDEPENDENT ACCOUNTANTS
At the recommendation of the Audit Committee, the Board of Directors
approved the engagement of PricewaterhouseCoopers LLP as ANB's independent
auditors for the year ending December 31, 1999.
Representatives of PricewaterhouseCoopers LLP will be present at the Annual
Meeting with the opportunity to make a statement if they so desire and will be
available to answer questions of Stockholders.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of ANB does
not know of any business which will be presented for consideration at the Annual
Meeting other than that specified herein and in the Notice of Annual Meeting of
Stockholders, but if other matters are presented, it is the intention of the
persons designated as proxies to vote in accordance with their judgment on such
matters.
DEADLINE FOR SHAREHOLDER PROPOSALS
If any Stockholder wishes to present a proposal for action at the 2000
Annual Meeting of the Stockholders, the Stockholder must comply with applicable
SEC regulations, including adequate notice to ANB. Stockholder proposals
submitted to ANB in compliance with SEC Rule 14a-8 (which concerns stockholder
proposals that are requested to be included in a company's proxy statement) must
be received at ANB's executive offices on or before December 2, 1999. Pursuant
to SEC Rules 14a-4 and 14a-5 (which, among other things, concern the exercise of
discretionary voting authority with respect to stockholder proposals other than
proposals that have been requested to be included in the company's proxy
statement) stockholders are advised that a stockholder proposal will be
considered untimely if provided to ANB after February 14, 2000. Any proposal
must be submitted in writing by Certified Mail - Return Receipt Requested, to
Alabama National BanCorporation, Attention: John H. Holcomb, III, 1927 First
Avenue North, Birmingham, Alabama 35203.
A COPY OF ANB'S 1998 ANNUAL REPORT TO STOCKHOLDERS WHICH INCLUDES ANB'S ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998, INCLUDING THE
FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES THERETO, AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, IS ENCLOSED WITH THIS PROXY STATEMENT.
IF SUCH ANNUAL REPORT IS NOT SO INCLUDED, PLEASE ADDRESS NOTIFICATION TO ALABAMA
NATIONAL BANCORPORATION, ATTENTION: KIMBERLY MOORE, 1927 FIRST AVENUE NORTH,
BIRMINGHAM, ALABAMA 35203.
21
EXHIBIT A
ALABAMA NATIONAL BANCORPORATION
1999 LONG TERM INCENTIVE PLAN
SECTION 1.
PURPOSE
The name of this plan is the Alabama National Bancorporation 1999 Long Term
Incentive Plan (the "Plan"). The purpose of the Plan is to enable Alabama
National Bancorporation (the "Company") and its Subsidiaries to retain employees
who contribute to the Company's success by their ability, ingenuity and
industry, to attract employees who the Company's management believes can make
such contributions, and to enable such employees to participate in the long term
success and growth of the Company through equity ownership in the Company.
SECTION 2.
DEFINITIONS
For purposes of the Plan, the following terms shall be defined as set forth
below:
"Board" means the Board of Directors of the Company.
"Cause" means a felony conviction of a participant or the failure of a
participant to contest prosecution for a felony, or a participant's willful
misconduct or dishonesty which is harmful to the business or reputation of the
Company or any Subsidiary, as determined by the Committee in its sole
discretion.
"Code" means the Internal Revenue Code of 1986, as amended, or any
successor thereto.
"Committee" means a committee of the Board appointed for the purpose of
administering the Plan.
"Commission" means the Securities and Exchange Commission.
"Company" means Alabama National Bancorporation, a corporation organized
under the laws of the State of Delaware (or any successor corporation).
"Disability" means total and permanent disability as determined in
accordance with the Company's long term disability programs or policies in
effect at the time of determination.
"Early Retirement" means retirement from active employment with the Company
or any Subsidiary on or after the date on which a participant reaches the age of
fifty-five (55) but before the date on which the participant reaches the age of
sixty-five (65).
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and
any successor thereto.
A-1
"Fair Market Value" means, as of any given date, the closing price of the
Stock on such date (or if no transactions were reported on such date on the next
preceding date on which transactions were so reported) on the NASDAQ Stock
Market or if the Stock is not on such date listed on the NASDAQ Stock Market, in
the principal market in which such Stock is traded on such date.
"Incentive Stock Option" means any Stock Option intended to be and
designated as an "incentive stock option" within the meaning of Section 422 of
the Code.
"Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.
"Normal Retirement" means retirement from active employment with the
Company and any Subsidiary on or after the date on which a participant reaches
the age of sixty-five (65).
"Performance Award" means an award of shares of Stock or cash to a
participant pursuant to Section 9 contingent upon achieving certain performance
goals.
"Plan" means this 1999 Long Term Incentive Plan.
"Restricted Stock" means an award of shares of Stock granted pursuant to
Section 8 hereof.
"Retirement" means Normal or Early Retirement.
"Stock" means the Common Stock of the Company.
"Stock Appreciation Right" means a right granted pursuant to Section 7,
which entitles the holder to receive a cash payment or an award of Stock in an
amount equal to the difference between (i) the Fair Market Value of the Stock
covered by such right at the date the right is granted, unless otherwise
determined by the Committee pursuant to Section 6, and (ii) the Fair Market
Value of the Stock covered by such right at the date the right is exercised,
multiplied by the number of shares covered by the right.
"Stock Option" means any option to purchase shares of Stock granted to
employees pursuant to Section 6.
"Subsidiary" means any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company if each of the corporations
(other than the last corporation in the unbroken chain) owns stock possessing
50% or more of the total combined voting power of all classes of stock in one of
the other corporations in the chain.
"Ten Percent Shareholder" means a person who owns (after taking into
account the attribution rules of Section 424(b) of the Code) more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company.
A-2
SECTION 3.
ADMINISTRATION
The Plan shall be administered by the Committee, which shall have the power
and authority to grant to eligible employees, pursuant to the terms of the Plan:
(i) Stock Options; (ii) Stock Appreciation Rights; (iii) Restricted Stock; or
(iv) Performance Awards.
In particular, the Committee shall have the authority:
(i) to select the employees of the Company and its Subsidiaries to whom
Stock Options, Stock Appreciation Rights, Restricted Stock, Performance Awards
or a combination of the foregoing from time to time will be granted hereunder;
(ii) to determine whether and to what extent Incentive Stock Options, Non-
Qualified Stock Options, Stock Appreciation Rights, Restricted Stock,
Performance Awards or a combination of the foregoing, are to be granted
hereunder;
(iii) to determine the number of shares of Stock to be covered by each
such award granted hereunder;
(iv) to determine the terms and conditions, not inconsistent with the terms
of the Plan, of any award granted hereunder including, but not limited to, any
restriction on any Stock Option or other award and/or the shares of Stock
relating thereto based on performance and/or such other factors as the Committee
may determine, in its sole discretion, and any vesting features based on the
passage of time, performance and/or such other factors as the Committee may
determine, in its sole discretion;
(v) to determine whether, to what extent and under what circumstances Stock
and other amounts payable with respect to an award under this Plan shall be
deferred either automatically or at the election of a participant, including
providing for and determining the amount (if any) of deemed earnings on any
deferred amount during any deferral period.
Subject to Section 11, the Committee shall have the authority to adopt,
alter and repeal such administrative rules, guidelines and practices governing
the Plan as it shall, from time to time, deem advisable; to interpret the terms
and provisions of the Plan and any award issued under the Plan (and any
agreements relating thereto); and to otherwise supervise the administration of
the Plan.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to
the Plan or any award hereunder shall be within the sole discretion of the
Committee, may be made at any time, and shall be final, conclusive and binding
upon all persons, including the Company, any employee, any holder or beneficiary
of any award granted hereunder and any shareholder.
A-3
SECTION 4.
STOCK SUBJECT TO PLAN
The total number of shares of Stock reserved and available for distribution
under the Plan shall be 300,000 (subject to appropriate adjustments to reflect
changes in the capitalization of the Company). Such shares may consist, in
whole or in part, of authorized and unissued shares or treasury shares.
The maximum number of shares subject to awards which may be granted under
the Plan to any individual in any one year is 75,000 (subject to appropriate
adjustments to reflect changes in the capitalization of the Company).
If any shares of Stock that have been subject to Stock Options cease to be
subject to Stock Options, or if any shares subject to any Restricted Stock award
granted hereunder are forfeited or such award is otherwise terminated, such
shares shall again be available for distribution in connection with future
awards under the Plan.
In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate structure
affecting the Stock, a substitution or adjustment shall be made in the aggregate
number of shares reserved for issuance under the Plan, in the number and option
price of shares subject to outstanding Stock Options granted under the Plan and
in the number of shares subject to Restricted Stock awards granted under the
Plan as may be determined to be appropriate by the Committee, in its sole
discretion, provided that the number of shares subject to any award shall always
be a whole number. Such adjusted option price shall also be used to determine
the amount payable by the Company upon the exercise of any Stock Appreciation
Right associated with any Stock Option.
SECTION 5.
ELIGIBILITY
Employees of the Company or its Subsidiaries (but excluding members of the
Committee and any person who serves only as a director) who are responsible for
or contribute to the management, growth and/or profitability of the business of
the Company or its Subsidiaries are eligible to be granted Stock Options, Stock
Appreciation Rights, Restricted Stock or Performance Awards. The optionees and
participants under the Plan shall be selected from time to time by the
Committee, in its sole discretion, from among those eligible, and the Committee
shall determine, in its sole discretion, the number of shares covered by each
award or grant.
SECTION 6.
STOCK OPTIONS
Stock Options may be granted either alone or in addition to other awards
granted under the Plan. Any Stock Option granted under the Plan shall be in
such form as the Committee may from time to time approve, and the provisions of
Stock Option awards need not be the same with respect to each optionee.
The Stock Options granted under the Plan may be of two types: (i) Incentive
Stock Options and (ii) Non-Qualified Stock Options.
A-4
The Committee shall have the authority to grant any optionee Incentive
Stock Options, Non-Qualified Stock Options, or both types of Stock Options (in
each case with or without Stock Appreciation Rights). To the extent that any
Stock Option does not qualify as an Incentive Stock Option, it shall constitute
a separate Non-Qualified Stock Option.
Except as provided in Section 6(j) hereof, no term of this Plan relating to
Incentive Stock Options shall be interpreted, amended or altered, nor shall any
discretion or authority granted under the Plan be so exercised, so as to
disqualify either the Plan or any Incentive Stock Option under Section 422 of
the Code. Notwithstanding the foregoing, in the event an optionee voluntarily
disqualifies a Stock Option as an Incentive Stock Option within the meaning of
Section 422 of the Code, the Committee may, but shall not be obligated to, make
such additional grants, awards or bonuses as the Committee shall deem
appropriate, to reflect the tax savings to the Company which results from such
disqualification.
Stock Options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:
(a) Option Price. The option price per share of Stock purchasable under a
------------
Stock Option shall be determined by the Committee at the time of grant but shall
not be less than 100% of the Fair Market Value of the Stock on the date of the
grant of the Stock Option; provided, however, if the Stock Option is an
Incentive Stock Option granted to a Ten Percent Shareholder, the option price
for each share of Stock subject to such Incentive Stock Option shall be no less
than one hundred ten percent (110%) of the Fair Market Value of a share of Stock
on the date such Incentive Stock Option is granted.
(b) Option Term. The term of each Stock Option shall be fixed by the
-----------
Committee, provided that no Stock Option which is granted to a Ten Percent
Shareholder shall be exercisable more than five (5) years after the date such
Stock Option is granted and that no Stock Option which is granted to an optionee
that is not a Ten Percent Shareholder shall be exercisable more than ten (10)
years after the date such Stock Option is granted.
(c) Exercisability. Subject to Section 6(j) with respect to Incentive
--------------
Stock Options, Stock Options shall be exercisable at such time or times and
subject to such terms and conditions, including, without limitation, vesting
conditions tied to Stock price or other criteria, as shall be determined by the
Committee at grant. If the Committee provides, in its discretion, that any
Stock Option is exercisable only in installments, the Committee may waive such
installment exercise provision at any time in whole or in part based on
performance and/or such other factors as the Committee may determine in its sole
discretion.
(d) Method of Exercise. Stock Options may be exercised in whole or in part
------------------
at any time during the option period, by giving written notice of exercise to
the Company specifying the number of shares to be purchased, accompanied by
payment in full of the purchase price, in cash, by check or such other
instrument as may be acceptable to the Committee. As determined by the
Committee, in its sole discretion, at or after grant, payment in full or in part
may also be made in the form of unrestricted Stock owned by the optionee or, in
the case of the exercise of a Non-Qualified Stock Option, Restricted Stock
subject to an award hereunder may be used for payment (based, in each case, on
the Fair Market Value of the Stock on the date the option is exercised, as
determined by the Committee). If payment of the option exercise price of a
Non-Qualified Stock Option is made in whole or in part with shares of Restricted
Stock the shares received upon the exercise of such Stock Option shall be
restricted or
A-5
deferred, as the case may be, in accordance with the original term of the
Restricted Stock award in question, except that the Committee may direct that
such restrictions or deferral provisions shall apply only to the number of such
shares equal to the number of shares of Restricted Stock surrendered upon the
exercise of such option. No shares of unrestricted Stock shall be issued until
full payment therefor has been made. An optionee shall have the rights to
dividends or other rights of a stockholder with respect to shares subject to the
Stock Option when the optionee has given written notice of exercise and has paid
in full for such shares.
(e) Transferability of Options. Except as otherwise set forth in this
--------------------------
Section 6(e), no Stock Option shall be transferable by the Optionee otherwise
than by will or by the laws of descent and distribution. All Stock Options
shall be exercisable, during the optionee's lifetime, only by the optionee. The
Committee shall have the discretionary authority, however, to grant Non-
Qualified Stock Options which would be transferable to members of an optionee's
immediate family (which shall include, for purposes of this section, spouses and
children and grandchildren, whether natural or adopted), and to trusts for the
benefit of such family members and partnerships or limited liability companies
in which such family members are the only partners or members. For purposes of
paragraphs (f), (g), (h) and (i) of this Section 6, a transferred Stock Option
may be exercised by the transferee only to the extent that the optionee would
have been entitled had the Stock Option not been transferred.
(f) Termination of Employment by Reason of Death. Unless otherwise
--------------------------------------------
determined by the Committee, if any optionee's employment with the Company or
any Subsidiary terminates by reason of death, the Stock Option may thereafter be
immediately exercised, to the extent then exercisable (or on such accelerated
basis as the Committee shall determine at or after grant), by the legal
representative of the estate or by the legatee of the optionee under the will of
the optionee, for a period of three (3) years from the date of death (or such
shorter period as may be determined by the Committee at the time of grant) or
until the expiration of the stated term of such Stock Option, whichever period
is the shorter.
(g) Termination of Employment by Reason of Disability. Unless otherwise
-------------------------------------------------
determined by the Committee, if any optionee's employment with the Company and
any Subsidiary terminates by reason of Disability, any Stock Option held by such
optionee may thereafter be exercised, to the extent it was exercisable at the
time of termination due to Disability (or on such accelerated basis as the
Committee shall determine at or after grant), for a period of three (3) years
(or such shorter period as may be determined by the Committee at the time of
grant) from the date of such termination of employment or the expiration of the
stated term of such Stock Option, whichever period is the shorter; and if the
optionee dies within such period, any unexercised Stock Option held by such
optionee shall thereafter be exercisable to the extent to which it was
exercisable at the time of death, for the remainder of such period. In the
event of termination of employment by reason of Disability, if an Incentive
Stock Option is exercised after the expiration of the exercise periods that
apply for purposes of Section 422 of the Code, such Stock Option will thereafter
be treated as a Non-Qualified Stock Option.
(h) Termination of Employment by Reason of Retirement. Unless otherwise
-------------------------------------------------
determined by the Committee, if any optionee's employment with the Company or
any Subsidiary terminates by reason of Retirement (with Committee consent) under
a formal plan or policy of the Company, any Stock Option held by such optionee
may thereafter be exercised, to the extent it was exercisable at the time of
such Retirement (or on such accelerated basis as the Committee shall determine
at or after grant), for a period of three (3) years (or such shorter period as
may be determined by the Committee at the time of grant) from the date of such
termination of employment or the expiration of the stated term of such Stock
Option, whichever period is the shorter; and if the optionee dies within such
period, any unexercised
A-6
Stock Option held by such optionee shall thereafter be exercisable, to the
extent to which it was exercisable at the time of death, for the remainder of
such period. In the event of termination of employment by reason of Retirement,
if an Incentive Stock Option is exercised after the exercise periods that apply
for purposes of Section 422 of the Code, such Stock Option will thereafter be
treated as a Non-Qualified Stock Option.
(i) Other Termination of Employment. Unless otherwise determined by the
-------------------------------
Committee, if an optionee's employment with the Company or any Subsidiary
terminates for any reason other than death, Disability or Retirement, the Stock
Option shall thereupon terminate, except that such Stock Option may be
exercised, to the extent it was exercisable at the time of termination, for the
lesser of three (3) months from the date of termination or the balance of such
Stock Option's term, if the optionee's employment with the Company and any
Subsidiary is involuntarily terminated by the optionee's employer without Cause.
(j) Limit on Value of Incentive Stock Option First Exercisable Annually.
-------------------------------------------------------------------
The aggregate Fair Market Value (determined at the time of grant) of the Stock
for which Incentive Stock Options are exercisable for the first time by an
optionee during any calendar year under the Plan (and/or any other stock option
plans of the Company and any Subsidiary) shall not exceed $100,000.
SECTION 7.
STOCK APPRECIATION RIGHTS
(a) Grant and Exercise When Granted in Conjunction With Stock Options.
-----------------------------------------------------------------
Stock Appreciation Rights may be granted in conjunction with all or part of any
Stock Option granted under the Plan and may contain terms and conditions
different from those of the related Stock Option, except as otherwise provided
below. In the case of a Non-Qualified Stock Option, such rights may be granted
either at or after the time of the grant of such Non-Qualified Stock Option. In
the case of an Incentive Stock Option, such rights may be granted only at the
time of the grant of such Incentive Stock Option.
A Stock Appreciation Right or applicable portion thereof granted with
respect to a given Stock Option shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option, except that,
unless otherwise provided by the Committee at the time of grant, a Stock
Appreciation Right granted with respect to less than the full number of shares
covered by a related Stock Option shall only be reduced if and to the extent
that the number of shares covered by the exercise or termination of the related
Stock Option exceeds the number of shares not covered by the Stock Appreciation
Right.
A Stock Appreciation Right may be exercised by an optionee, in accordance
with Section 7(c), by surrendering the applicable portion of the related Stock
Option. Upon such exercise and surrender, the optionee shall be entitled to
receive an amount determined in the manner prescribed in Section 7(c). Stock
Options which have been so surrendered, in whole or in part, shall no longer be
exercisable to the extent the related Stock Appreciation Rights have been
exercised.
(b) Grant and Exercise When Granted Alone. Stock Appreciation Rights may
-------------------------------------
be granted at the discretion of the Committee in a manner not related to an
award of a Stock Option. The Stock Appreciation Right, granted under Section
7(b), shall be exercisable in accordance with Section 7(c) over a period not to
exceed ten years. Any Stock Appreciation Right which is outstanding on the last
day of
A-7
the exercisable period shall be automatically exercised on such date for cash or
Common Stock, as determined by the Committee, without any action by the holder.
(c) Terms and Conditions. Stock Appreciation Rights shall be subject to
--------------------
such terms and conditions, not inconsistent with the provisions of the Plan, as
shall be determined from time to time by the Committee, including the following:
(i) Stock Appreciation Rights granted pursuant to Section 7(a) shall
be exercisable only at such time or times and to the extent that the Stock
Options to which the Stock Appreciation Rights relate shall be exercisable in
accordance with the provisions of Section 6 and this Section 7 of the Plan.
(ii) Upon the exercise of a Stock Appreciation Right granted pursuant
to Section 7(a), an optionee shall be entitled to receive an amount in cash or
shares of Stock equal in value to the excess of the Fair Market Value of one
share of Stock over the option price per share specified in the related Stock
Option multiplied by the number of shares in respect of which the Stock
Appreciation Right shall have been exercised, with the Committee having the
right to determine the form of payment. Upon the exercise of a Stock
Appreciation Right granted pursuant to Section 7(b), the holder shall be
entitled to receive an amount in cash or shares of Stock equal in value to the
excess of the Fair Market Value of one share of Stock over the Fair Market Value
of one share of Stock at the date the Stock Appreciation Right was granted
multiplied by the number of shares in respect of which the Stock Appreciation
Right shall have been exercised, with the Committee having the right to
determine the form of payment.
(iii) Stock Appreciation Rights shall be transferable only when and
to the extent that any underlying Stock Option would be transferable under
Section 6(e) of the Plan. Otherwise, Stock Appreciation Rights shall not be
transferable by the holder other than by will or the laws of descent and
distribution. Except as set forth above, all Stock Appreciation Rights shall be
exercisable, during the holder's lifetime, only by the holder.
(iv) Upon the exercise of a Stock Appreciation Right granted pursuant
to Section 7(a), the Stock Option, or part thereof to which such Stock
Appreciation Right is related, shall be deemed to have been exercised for the
purpose of the limitation set forth in Section 4 of the Plan on the number of
shares of Stock to be issued under the Plan.
(v) A Stock Appreciation Right granted in connection with an Incentive
Stock Option pursuant to Section 7(a) may be exercised only if and when the
market price of the Stock subject to the Incentive Stock Option exceeds the
exercise price of such Stock Option.
SECTION 8.
RESTRICTED STOCK
(a) Administration. Shares of Restricted Stock may be issued either alone
--------------
or in addition to other awards granted under the Plan. The Committee shall
determine the employees of the Company and its Subsidiaries to whom, and the
time or times at which, grants of Restricted Stock will be made, the number of
shares to be awarded, the price, if any, to be paid by the recipient of
Restricted Stock (subject to Section 8(b) hereof), the time or times within
which such awards may be subject to forfeiture, and all other conditions of the
awards. However, in no event shall any restriction, including risk of
forfeiture, attach to the Restricted Stock for a term to exceed ten years from
the date such Stock was granted. The
A-8
Committee may also condition the grant of Restricted Stock upon the attainment
of specified performance goals, or such other criteria as the Committee may
determine, in its sole discretion. The provisions of Restricted Stock awards
need not be the same with respect to each recipient.
(b) Awards and Certificates. The prospective recipient of an award of
-----------------------
shares of Restricted Stock shall not have any rights with respect to such award,
unless and until such recipient has executed an agreement evidencing the award
(a "Restricted Stock Award Agreement") and has delivered a fully executed copy
thereof to the Company, and has otherwise complied with the then applicable
terms and conditions.
(i) Awards of Restricted Stock must be accepted within a period of 60
days (or such shorter period as the Committee may specify) after the award date
by executing a Restricted Stock Award Agreement and paying whatever price, if
any, is required.
(ii) Each participant who is awarded Restricted Stock shall be issued
a stock certificate in respect of such shares of Restricted Stock.
Such certificate shall be registered in the name of the participant, and
shall bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to such award, substantially in the following:
The transferability of this certificate and the shares of stock represented
hereby are subject to the terms and conditions (including forfeiture) of
the Alabama National Bancorporation 1999 Long Term Incentive Plan and a
Restricted Stock Agreement entered into between the registered owner and
Alabama National Bancorporation. Copies of such Plan and Agreement are on
file in the offices of Alabama National Bancorporation, 1927 First Avenue
North, Birmingham, Alabama 35203.
(iii) The Committee shall require that the stock certificates
evidencing such shares be held in custody by the Company until the restrictions
thereon shall have lapsed, and that, as a condition of any Restricted Stock
award, the participant shall have delivered a stock power, endorsed in blank,
relating to the Stock covered by such award.
(c) Restrictions and Conditions. The shares of Restricted Stock awarded
---------------------------
pursuant to this Section 8 shall be subject to the following restrictions and
conditions:
(i) Subject to the provisions of this Plan and Restricted Stock Award
Agreements, during the period established by the Committee in which the
Restricted Stock is subject to forfeiture (the "Restriction Period"), the
participant shall not be permitted to sell, transfer, pledge or assign shares of
Restricted Stock awarded under the Plan. Within these limits, the Committee
may, in its sole discretion, provide for the lapse of such restrictions in
installments and may accelerate or waive such restrictions in whole or in part
based on performance and/or such other factors as the Committee may determine,
in its sole discretion.
(ii) Except as provided in Section 8(c)(i), the participant shall
have, with respect to the shares of Restricted Stock, all of the rights of a
stockholder of the Company, including the right to receive any dividends.
A-9
Dividends paid in cash with respect to shares of Restricted Stock
shall not be subject to any restrictions or subject to forfeiture. Dividends
paid in stock of the Company or stock received in connection with a stock split
with respect to Restricted Stock shall be subject to the same restrictions as on
such Restricted Stock. Certificates for shares of unrestricted Stock shall be
delivered to the participant promptly after, and only after, the period of
forfeiture shall expire without forfeiture in respect of such shares of
Restricted Stock.
(iii) Subject to the provisions of the Restricted Stock Award
Agreement and this Section 8, upon termination of employment for any reason
during the Restriction Period, all shares still subject to restriction shall be
forfeited by the participant, and the participant shall only receive the amount,
if any, paid by the participant for such forfeited Restricted Stock.
(iv) In the event of special hardship circumstances of a participant
whose employment is involuntarily terminated (other than for Cause), the
Committee may, in its sole discretion, waive in whole or in part any or all
remaining restrictions with respect to such participant's shares of Restricted
Stock.
SECTION 9.
PERFORMANCE AWARDS
Performance Awards shall be evidenced by performance award agreements in
such form not inconsistent with the Plan as the Committee shall approve from
time to time. Such agreements shall contain in substance the following terms
and conditions:
(a) Performance Period. The performance period for a Performance Award
------------------
shall be established by the Committee and shall be not more than ten (10) years.
(b) Valuation of Awards. A value for each Performance Award shall be
-------------------
established by the Committee, together with principal and minimum performance
targets to be achieved with respect to the Performance Award during the
performance period. The participant shall be entitled to receive one hundred
percent (100%) of the value of the Performance Award if the principal target is
achieved during the performance period, but shall be entitled to received
nothing for such Performance Award if the minimum target is not achieved during
the performance period. The participant shall be entitled to receive a stated
portion of the value of the Performance Award for performance during the
performance period which meets or exceeds the minimum target but fails to meet
the principal target.
(c) Performance Targets. The performance targets established under the
-------------------
Plan shall relate to the performance of the Company or any segment thereof
(collectively referred to in this Section 9 as "Company's performance") over the
performance period, and may be established in terms of growth in earnings or
equity, ratio of earnings to stockholders' equity or to total capital, total
return to the Company's stockholders, or any other performance standards as may
be determined by the Committee. Multiple targets may be used and may have the
same or different weighting, and they may relate to the Company's absolute
performance or the Company's performance as measured against that of other
companies, or any other standards as may be determined by the Committee.
(d) Adjustments. At any time prior to payment of the Performance Awards,
-----------
the Committee may adjust previously established performance targets and other
terms and conditions, to reflect major
A-10
unforeseen events such as changes in laws, regulations or accounting policies or
procedures, mergers, acquisitions or divestitures or extraordinary, unusual or
nonrecurring items or events.
(e) Payments of Performance Awards. Following the conclusion of each
------------------------------
performance period, the Committee shall determine the extent to which
performance targets have been attained for such period as well as the other
terms and conditions established by the Committee. The Committee shall
determine what, if any, payment is due on the Performance Awards and whether
such payment shall be made in cash, in Stock, or partially in cash and partially
in Stock. Any payments made in Stock shall be made as promptly as practicable
following the end of the performance period unless deferred subject to such
terms and conditions as may be prescribed by the Committee.
(f) Termination by Death, Disability or Retirement. Any employee granted a
----------------------------------------------
Performance Award pursuant to this Section 9, who, by reason of death,
Disability or Retirement, terminates employment before the end of the
performance period, may be entitled to receive a portion of any earned
Performance Award. The Committee, in its discretion, will determine the amount,
if any, of the Performance Award earned and the time at which payment will be
made.
(g) Other Termination. An employee who voluntarily terminates employment
-----------------
or whose employment is terminated involuntarily for Cause will forfeit all
rights under the Performance Awards.
(h) Section 162(m) Provisions. Unless otherwise determined by the
-------------------------
Committee, achievement objectives established for the top five most highly
compensated officers of the Company shall be pre-established objective
performance goals within the meaning of Section 162(m) of the Code and treasury
regulations promulgated thereunder. Furthermore, unless otherwise determined by
the Committee, once the Committee has established one or more performance
targets with respect to a Performance Award granted to one of the top five most
highly compensated officers of the Company which were, when granted, intended to
be pre-established objective performance goals within the meaning of Section
162(m) of the Code and the treasury regulations thereunder, the Committee shall
not waive or alter the targets after the earlier of (i) the expiration of
twenty-five percent (25%) of the performance period or (ii) the date on which
the outcome under the targets is substantially certain. Unless otherwise
determined by the Committee, if any provision of the Plan or any Performance
Award granted to an individual who is one of the top five most highly
compensated officers of the Company hereunder would disqualify the Performance
Award with respect to such individual, or would otherwise not comply with
Section 162(m) of the Code, such provision or Performance Award shall be
construed or deemed amended to conform to Section 162(m) of the Code.
SECTION 10.
LOAN PROVISIONS
With the consent of the Committee, the Company may make, or arrange for, a
loan or loans to an employee with respect to the exercise of any Stock Option
granted under the Plan and/or with respect to the payment of the purchase price,
if any, of any Restricted Stock awarded hereunder. The Committee shall have
full authority to decide whether to make a loan or loans hereunder and to
determine the amount, term and provisions of any such loan or loans, including
the interest rate to be charged in respect of any such loan or loans, whether
the loan or loans are to be with or without recourse against the borrower, the
terms on which the loan is to be repaid and the conditions, if any, under which
the loan or loans may be forgiven.
A-11
SECTION 11.
AMENDMENTS AND TERMINATION
The Board may amend, alter, or discontinue the Plan as it shall deem
advisable or to conform to any change in any applicable law or regulation
applicable thereto (including, without limitation, applicable federal securities
laws and regulations and applicable federal income tax laws and regulations);
provided, however, that no amendment, alteration, or discontinuation shall be
made which would impair the right of an optionee or participant under a Stock
Option, Stock Appreciation Right, Restricted Stock, or Performance Award
theretofore granted, without the optionee's or participant's consent, or which
without the approval of the stockholders would:
(a) except as expressly provided in this Plan, increase the total number of
shares reserved for issuance under the Plan;
(b) decrease the option price of any Stock Option to less than 100% of the
Fair Market Value on the date of the granting of the option;
(c) change the participants or class of participants eligible to
participate in the Plan; or
(d) extend the maximum option period under Section 6(b) of the Plan.
The Committee may amend the terms of any award or option theretofore
granted, prospectively or retroactively, but no such amendment shall impair the
rights of any holder without his or her consent. The Committee may also
substitute new Stock Options for previously granted Stock Options including
options granted under other plans applicable to the participant and previously
granted Stock Options having higher option prices.
SECTION 12.
UNFUNDED STATUS OF PLAN
The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Company nothing set forth herein shall give any
such participant or optionee any rights that are greater than those of a general
creditor of the Company. In its sole discretion, the Committee may authorize
the creation of trusts or other arrangements to meet the obligations created
under the Plan to deliver Stock or payment in lieu of or with respect to awards
hereunder; provided, however, that the existence of such trusts or other
arrangements shall be consistent with the unfunded status of the Plan.
SECTION 13.
CHANGE IN CONTROL
In the case of a merger or consolidation in which the Company is not the
surviving corporation, or a sale or other transfer of all or substantially all
of the business or property of the Company (including, but not limited to, the
sale or other transfer of one or more of the Company's principal
A-12
Subsidiary banks if such sale or transfer could constitute a substantial
majority of the Company's business or property), or liquidation or dissolution
of the Company, or in the event of a tender offer or any other change involving
a threatened change in control of the Company which, in the opinion of the
Committee, could deprive the holders of the benefits intended to be conferred by
awards hereunder, the Committee may, in anticipation of any such transaction
event, either at the time of grant or thereafter, make such adjustments in the
terms and conditions of outstanding awards, as the Committee in its sole
discretion determines are equitably warranted under the circumstances,
including, without limitation, (i) acceleration of exercise terms or (ii)
acceleration of the lapse of restrictions and/or performance objectives or other
terms.
SECTION 14.
GENERAL PROVISIONS
(a) All certificates for shares of Stock delivered under the Plan shall be
subject to such stock transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations and other requirements of the
Commission, any stock exchange upon which the Stock is then listed, and any
applicable Federal or state securities law, and the Committee may cause a legend
or legends to be put on any such certificates to make appropriate reference to
such restrictions.
(b) Nothing set forth in this Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder approval
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases. The adoption of the Plan shall
not confer upon any employee of the Company or any Subsidiary, any right to
continued employment with the Company or a Subsidiary, as the case may be, nor
shall it interfere in any way with the right of the Company or a Subsidiary to
terminate the employment of any of its employees at any time.
(c) No employee shall have any rights as a shareholder of the Company as a
result of the grant of a Stock Option to him or her under this Plan or his or
her exercise of such Stock Option pending the actual issuance of Stock subject
to such Stock Option to such employee.
(d) Each participant shall, no later than the date as of which the value of
an award first becomes includable in the gross income of the participant for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Committee regarding payment of, any Federal, state, or local
taxes of any kind required by law to be withheld with respect to the award. The
obligations of the Company under the Plan shall be conditioned on such payment
or arrangements, and the Company (and, where applicable, its Subsidiaries),
shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to the participant.
Subject to applicable laws and regulations regarding transactions in Stock
by persons who are deemed insiders, a participant may elect to have the
withholding tax obligations or, in the case of all awards hereunder except Stock
Options which have related Stock Appreciation Rights, if the Committee so
determines, any additional tax obligation with respect to any awards hereunder
satisfied by (a) having the Company withhold shares of Stock otherwise
deliverable to the participant with respect to the award or (b) delivering to
the Company shares of unrestricted Stock.
A-13
(e) At the time of grant or purchase, the Committee may provide, in
connection with any grant or purchase made under this Plan, that the shares of
Stock received as a result of such grant or purchase shall be subject to a right
of first refusal, pursuant to which the participant shall be required to offer
the Company any shares that the participant wishes to sell, with the price being
the then Fair Market Value of the Stock, subject to such terms and conditions as
the Committee may specify at the time of grant.
(f) No member of the Board or the Committee, nor any officer or employee of
the Company acting on behalf of the Board or the Committee, shall be personally
liable for any action, determination, or interpretation taken or made in good
faith with respect to the Plan, and all members of the Board or the Committee
and each and any officer or employee of the Company acting on their behalf
shall, to the extent permitted by law, be fully indemnified and protected by the
Company in respect of any such action, determination or interpretation.
(g) If any provision of the Plan or any agreement representing an award
granted hereunder is or becomes or is deemed to be invalid, illegal, or
unenforceable in any jurisdiction or as to any person or award, or would
disqualify the Plan or any award granted hereunder under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform to the applicable laws, or if it cannot be construed or deemed
amended without, in the determination of the Committee, materially altering the
intent of the Plan or the award, such provision shall be stricken as to such
jurisdiction, person or award and the remainder of the Plan and any such award
shall remain in full force and effect.
(h) Each award under the Plan shall be subject to the requirement that, if
at any time the Committee shall determine that (a) the listing, registration or
qualification of the shares of Stock subject or related thereto upon any
securities exchange or under any state or federal law, or (b) the consent or
approval of any government regulatory authority, or (c) an agreement by the
recipient of an award with respect to the disposition of shares of Stock, is
necessary or desirable as a condition of, or in connection with, the granting of
such award or the issue or purchase of shares of Stock thereunder, such award
may not be consummated in whole or in part unless such listing, registration,
qualification, consent, approval or agreement shall have been effected or
obtained free of any conditions not acceptable to the Committee. A participant
shall agree, as a condition of receiving any award under the Plan, to execute
any documents, make any representations, agree to restrictions on stock
transferability and take any actions which in the opinion of legal counsel to
the Company is required by any applicable law, ruling or regulation.
(i) Nothing in the Plan shall affect the right or power of the Company or
its stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of stock
or of options, warrants or rights to purchase stock or of bonds, debentures,
preferred or prior preference stocks whose rights are superior to or affect the
Stock or the rights thereof or which are convertible into or exchangeable for
Stock, or the dissolution or liquidation of the Company, or any sale or transfer
of all or any part of its assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise.
(j) Headings are given to the sections and subsections of the Plan solely
as a convenience to facilitate reference. Such headings shall not be deemed in
any way material or relevant to the construction or interpretation of the Plan
or any provision thereof.
A-14
SECTION 15.
EFFECTIVE DATE OF PLAN
The effective date of this Plan shall be the date it is adopted by the
Board; provided that the shareholders of the Company shall approve the Plan
within twelve (12) months after the date of adoption; and, provided further,
that any awards granted under this Plan before the date of such shareholder
approval shall be granted subject to such approval.
SECTION 16.
TERM OF PLAN
No Stock Option, Stock Appreciation Right, Restricted Stock or Performance
Award shall be granted pursuant to the Plan on or after the tenth anniversary of
the date of stockholder approval, but awards theretofore granted may extend
beyond that date.
A-15
REVOCABLE PROXY
ALABAMA NATIONAL BANCORPORATION
1927 First Avenue North
Birmingham, Alabama 35203
This Proxy is solicited on behalf of the Board of Directors of Alabama
National BanCorporation ("ANB") for use only at the Annual Meeting of
Stockholders to be held on April 22, 1999, and at any postponement or
adjournments thereof (the "Annual Meeting").
The undersigned, being a Stockholder of ANB, hereby appoints John H.
Holcomb, III and Victor E. Nichol, Jr., and each of them, as Proxies, each with
the power to appoint his substitute, and hereby authorizes them, or either of
them, to represent the undersigned at the Annual Meeting and thereat to act with
respect to all votes that the undersigned would be entitled to cast, if then
personally present, on the following matters in accordance with the following
instructions:
1. To elect 14 directors to serve on the ANB Board of Directors until the next
annual meeting and until their successors are duly elected and qualified.
[ ] FOR All Nominees (Other than as Struck Below)
[ ] WITHHOLD AUTHORITY To Vote For All Nominees Listed
NOTE: To withhold authority to vote for any individual nominee strike a line
through the nominee's name in the list below.
W. Ray Barnes; Dan M. David; T. Morris Hackney; John H. Holcomb, III; John D.
Johns; John J. McMahon, Jr.; C. Phillip McWane; William D. Montgomery; Drayton
Nabers, Jr.; C. Lloyd Nix; Victor E. Nichol, Jr.; G. Ruffner Page, Jr.; William
E. Sexton; and W. Stancil Starnes.
2. To approve adoption of Alabama National BanCorporation 1999 Long Term
Incentive Plan.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
3. [ ] To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
THIS INSTRUCTION CARD IS CONTINUED ON THE RESERVE SIDE.
PLEASE SIGN ON THE RESERVE SIDE AND RETURN PROMPTLY.
1
The undersigned acknowledges that the Annual Meeting may be postponed or
adjourned to a date subsequent to the date set forth above, and intends that
this Proxy shall be effective at the Annual Meeting after such postponement(s)
or adjournment(s). This Proxy is revocable, and the undersigned may revoke it
at any time by delivery of written notice of such revocation to ANB or its
agent, SunTrust Bank, Atlanta, prior to the date of the Annual Meeting, or by
attendance at the Annual Meeting.
This Proxy when properly executed will be voted in the manner directed by the
undersigned. If no direction is made, this Proxy will be voted FOR all director
nominees.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW
Dated: , 1999.
-----------------------------
-------------------------------------------
Signature
-------------------------------------------
Signature
NOTE: Please sign exactly as name appears above. When
signing as attorney, executor, administrator, trustee
or guardian, please give full title as such. If a
corporation, please sign in full corporation name by
president or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.
PLEASE MARK, DATE AND SIGN THIS PROXY BELOW AND RETURN PROMPTLY USING THE
ENCLOSED ENVELOPE.
2