[Sun Bancorp, Inc. Letterhead]
April 18, 1997
Dear Fellow Shareholder:
On behalf of the Board of Directors and management of Sun Bancorp, Inc.,
(the "Company"), I cordially invite you to attend the Annual Meeting of
Shareholders to be held at the Ramada Inn, West Landis Avenue, Vineland, New
Jersey, on May 20, 1997, at 4:00 p.m. The attached Notice of Annual Meeting and
Proxy Statement describe the formal business to be transacted at the Annual
Meeting. During the Annual Meeting, I will also report on the operations of the
Company. Directors and officers of the Company, as well as a representative of
Deloitte & Touche LLP, certified public accountants, will be present to respond
to any questions shareholders may have.
The matters to be considered by shareholders at the Annual Meeting are
described in the accompanying Notice of Annual Meeting and Proxy Statement. The
Board of Directors of the Company has determined that the matters to be
considered at the Annual Meeting are in the best interests of the Company and
its shareholders. For the reasons set forth in the Proxy Statement, the Board of
Directors unanimously recommends a vote "FOR" each matter to be considered.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN AND DATE
THE ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN
ENVELOPE AS PROMPTLY AS POSSIBLE. This will not prevent you from voting in
person at the Annual Meeting, but will assure that your vote is counted if you
are unable to attend the Annual Meeting. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
/s/Bernard A. Brown
Bernard A. Brown
Chairman of the Board
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SUN BANCORP, INC.
226 LANDIS AVENUE
VINELAND, NEW JERSEY 08360
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held on May 20, 1997
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the "Meeting")
of Sun Bancorp, Inc. ("the Company"), will be held at the Ramada Inn, West
Landis Avenue, Vineland, New Jersey on May 20, 1997, at 4:00 p.m.
The Meeting is for the purpose of considering and acting upon the following
matters:
1. The election of six directors of the Company;
2. The ratification of the amendment to the 1995 Stock Option Plan (the "1995
Stock Option Plan"); and
3. Such other matters as may properly come before the meeting or any
adjournments thereof.
The Board of Directors is not aware of any other business to come before the
Meeting. Any action may be taken on the foregoing proposals at the Meeting on
the date specified above or on any date or dates to which, by original or later
adjournment, the Meeting may be adjourned. Shareholders of record at the close
of business on April 14, 1997 are the shareholders entitled to vote at the
Meeting and any adjournments thereof.
EACH SHAREHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE MEETING, IS
REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE SHAREHOLDER MAY BE
REVOKED BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A
DULY EXECUTED PROXY BEARING A LATER DATE. ANY SHAREHOLDER PRESENT AT THE MEETING
MAY REVOKE HIS PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE
MEETING. HOWEVER, IF YOU ARE A SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO
VOTE PERSONALLY AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Sidney R. Brown
Sidney R. Brown
Secretary
Vineland, New Jersey
April 18, 1997
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
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PROXY STATEMENT
OF
SUN BANCORP, INC.
226 LANDIS AVENUE
VINELAND, NEW JERSEY 08360
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ANNUAL MEETING OF SHAREHOLDERS
May 20, 1997
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GENERAL
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This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Sun Bancorp, Inc. (the "Company") to be
used at the Annual Meeting of Shareholders of the Company which will be held at
the Ramada Inn, West Landis Avenue, Vineland, Jersey, on May 20, 1997, 4:00 p.m.
local time (the "Meeting"). The accompanying Notice of Annual Meeting of
Shareholders and this Proxy Statement are being first mailed to shareholders on
or about April 18, 1997.
At the Meeting, shareholders will consider and vote upon (i) the election
of six directors, (ii) the ratification of the amendment to the 1995 Stock
Option Plan (the "1995 Stock Option Plan") and (iii) such other matters as may
properly come before the meeting or any adjournments thereof. The Board of
Directors of the Company (the "Board" or the "Board of Directors") knows of no
additional matters that will be presented for consideration at the Meeting.
Execution of a proxy, however, confers on the designated proxy holder
discretionary authority to vote the shares represented by such proxy in
accordance with their best judgment on such other business, if any, that may
properly come before the Meeting or any adjournment thereof.
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VOTING AND REVOCABILITY OF PROXIES
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Shareholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company at the address above or by the filing of
a later dated proxy prior to a vote being taken on a particular proposal at the
Meeting. A proxy will not be voted if a shareholder attends the Meeting and
votes in person. Proxies solicited by the Board of Directors will be voted in
accordance with the directions given therein. Where no instructions are
indicated, signed proxies will be voted "FOR" the nominees for directors set
forth below and "FOR" the other listed proposal. The proxy confers discretionary
authority on the persons named therein to vote with respect to the election of
any person as a director where the nominee is unable to serve, or for good cause
will not serve, and matters incident to the conduct of the Meeting.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Shareholders of record as of the close of business on April 14, 1997 (the
"Record Date"), are entitled to one vote for each share of common stock of the
Company (the "Common Stock") then held. As of the Record Date, the Company had
1,851,260 shares of Common Stock issued and outstanding.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote is necessary to constitute a
quorum at the Meeting. With respect to any matter, any shares for which a broker
indicates on the proxy that it does not have discretionary authority as to such
shares to vote on such matter (the "Broker Non-Votes") will be considered
present for purposes of determining whether a quorum is present. In the event
there are not sufficient votes for a quorum or to ratify any proposals at the
time of the Meeting, the Meeting may be adjourned in order to permit the further
solicitation of proxies.
As to the election of directors (Proposal I), the proxy being provided by
the Board enables a shareholder to vote for the election of the nominees
proposed by the Board, or to withhold authority to vote for the nominees being
proposed. Directors are elected by a plurality of votes of the shares present in
person or represented by proxy at a meeting and entitled to vote in the election
of directors.
As to the ratification of the amendment to the 1995 Stock Option Plan set
forth in Proposal II, by checking the appropriate box, a shareholder may: (i)
vote "FOR" the item, (ii) vote "AGAINST" the item, or (iii) vote to "ABSTAIN" on
such item. Shareholder approval of Proposal II will be determined by a majority
of votes cast on the matter at the Meeting, in person or by proxy, and entitled
to vote without regard to Broker Non-Votes. Unless otherwise required by law,
all other matters shall be determined by a majority of votes cast affirmatively
or negatively without regard to (a) Broker Non-Votes or (b) proxies marked
"ABSTAIN" as to that matter.
Persons and groups owning in excess of 5% of the Common Stock are required
to file certain reports regarding such ownership pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"). The following table sets
forth, as of the Record Date, persons or groups who own more than 5% of the
Common Stock and the ownership of all executive officers and directors of the
Company as a group. Other than as noted below, management knows of no person or
group that owns more than 5% of the outstanding shares of Common Stock at the
Record Date.
Percent of Shares of
Amount and Nature of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
- ------------------------------------ -------------------- -----------
Bernard A. Brown
71 West Park Avenue
Vineland, New Jersey 08360 853,210(1) 42.67%
All directors and executive officers
of the Company as a group (6 persons) 1,041,908(2) 50.77%
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(1) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect ownership, over which shares
the individuals effectively exercise sole voting and investment power,
unless otherwise indicated. Includes 148,426 options that may be exercised
within 60 days of the Record Date to purchase shares of Common Stock under
the 1985 Stock Option Plan and the amended 1995 Stock Option Plan.
Excludes 78,750 options to purchase shares awarded in July 1996 which are
not presently exercisable within 60 days. See Director and Executive
Officer Compensation.
(2) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect ownership, over which shares
the individuals effectively exercise sole voting and investment power,
unless otherwise indicated. Includes 200,925 options that may be exercised
within 60 days of the Record Date to purchase shares of Common Stock under
the 1985 Stock Option Plan and the amended 1995 Stock Option Plan.
Excludes options to purchase 89,250 shares awarded in July 1996 which are
not presently exercisable within 60 days. See Directors and Executive
Officer Compensation.
-2-
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INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
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Officers and employees of the Company have an interest in certain matters
being presented for shareholder ratification. Officers and other eligible
employees of the Company have been granted stock options pursuant to the 1995
Option Plan subject to ratification of the Plan by the shareholders of the
Company. The ratification of the 1995 Option Plan is being presented as
"Proposal II - Ratification of the Amendment to the 1995 Stock Option Plan." See
"Proposal I - Information with Respect to Nominees for Director, Directors
Continuing in Office, and Executive Officers" for information regarding the
voting control of shares of Common Stock held by executive officers and
directors.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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Section 16(a) of the 1934 Act requires the Company's officers and
directors, and persons who own more than ten percent of the Common Stock, to
file reports of ownership and changes in ownership of the Common Stock, on Forms
3, 4 and 5, with the Securities and Exchange Commission ("SEC") and to provide
copies of those Forms 3, 4 and 5 to the Company.
Based upon a review of the copies of the forms furnished to the Company,
or written representations from certain reporting persons, the Company believes
that all Section 16(a) filing requirements applicable to its executive officers
and directors, except as otherwise noted, were complied with during the year
ended December 31, 1996. As of the effective date of the Company's 1934 Act
Registration in August 1996, all officers and directors were required to file an
Initial Statement of Beneficial Ownership ("Form 3") within 10 days, stating
their individual ownership. Due to an administrative delay, the Form 3 reports
for the officers and directors were filed late.
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I - INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR, DIRECTORS
CONTINUING IN OFFICE, AND EXECUTIVE OFFICERS
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Election of Directors
The entire Board of Directors, consisting of six members, is to be elected
at the Annual Meeting of shareholders, each to serve until the next Annual
Meeting of shareholders and until his or her successor has been duly elected and
qualified.
It is intended that the persons named in the proxies solicited by the
Board will vote for the election of the named nominees. If any of the nominees
are unable to serve, the shares represented by all valid proxies will be voted
for the election of such substitute as the Board of Directors may recommend or
the size of the Board may be reduced to eliminate the vacancy. At this time, the
Board knows of no reason why the nominees might be unavailable to serve.
The following table sets forth information with respect to the nominees
and the directors continuing in office, their name, age, the year they first
became a director of the Company, the expiration date of their current term as a
director, and the number and percentage of shares of the Common Stock
beneficially owned. Beneficial ownership of executive officers and directors of
the Company, as a group, is shown in the table under "Voting Securities and
Principal Holders Thereof."
-3-
Shares of
Current Stock Percent
Director/Executive Director Term Beneficially of
Officer Age (1) Position Since Expires Owned (3) Class
------- ------- -------- ----- ------- ----------- -----
Bernard A. Brown (2) 72 Chairman of the 1985 1997 853,210 (4) 42.67%
Board
Sidney R. Brown (2) 39 Director, Treasure 1990 1997 45,623 2.46%
Secretary
Adolph F. Calovi 74 Director, President 1985 1997 218 0.01%
and Chief
Executive Officer
Peter Galetto, Jr. 43 Director 1990 1997 18,604 1.00%
Philip W. Koebig, III 54 Director, Executive 1995 1997 85,025 (4) 4.47%
Vice President
Anne E. Koons (2) 44 Director 1990 1997 39,228 2.12%
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(1) At December 31, 1996
(2) Bernard A. Brown is the father of Sidney R. Brown and Anne E. Koons.
Sidney R. Brown is the brother of Anne E. Koons.
(3) Includes shares held directly by the individual as well as by such
individual's spouse, shares held in trust and in other forms of indirect
ownership over which shares the individual effectively exercises sole
voting and investment power and shares which the named individual has a
right to acquire within sixty days of December 31, 1996, pursuant to the
exercise of stock options.
(4) Includes 148,426 options and 52,499 options granted to Messrs. Bernard
Brown and Koebig, respectively, which are presently exercisable and
awarded under the 1985 and the 1995 Stock Option Plans. Excludes 78,750
and 10,500 options granted to Messrs. Bernard Brown and Koebig,
respectively, which are not presently exercisable as awarded under the
amended 1995 Stock Option Plan.
Biographical Information
Directors and Executive Officers of the Company. The principal occupation
of each director and executive officer of the Company is set forth below. All
directors and executive officers have held their present positions for five
years unless otherwise stated. All of the directors reside in the State of New
Jersey.
Bernard A. Brown has been the Chairman of the Board of Directors of the
Company since its inception in January, 1985. Mr. Brown is also the Chairman of
the Board of Directors of the Bank. For many years, Mr. Brown has been the
Chairman of the Board of Directors and President of NFI Industries, Inc., a
trucking conglomerate headquartered in Vineland, New Jersey.
Sidney R. Brown has been the Treasurer and a director of the Company since
April, 1990. In March 1997, Mr. Brown became secretary of the Company. Mr. Brown
is an officer and director of NFI Industries, Inc., and one of the general
partners of The Four B's, a partnership which has extensive real estate holdings
in the Eastern United States. Its primary objective is investing in and
consequent development of commercial real estate, leasing and/or sale. Mr. Brown
is currently an officer and director of several other corporations and
partnerships in the transportation, equipment leasing, insurance, warehousing
and real estate industries.
-4-
Adolph F. Calovi has been the President, Chief Executive Officer and a
director of the Company since its inception in January, 1985. Mr. Calovi is a
director of the Bank and, from 1985 to 1994, was its President and Chief
Executive Officer.
Peter Galetto, Jr. has been a director of the Company since April 1990. Mr.
Galetto was secretary of the Company from April 1990 to March 1997. Mr. Galetto
is the President/Sales for Stanker & Galetto, Inc., located in Vineland, New
Jersey. He is also the President of the Cumberland Technology Enterprise Center.
Mr. Galetto has been the Secretary/Treasurer of Trimark Building Contractors. He
is also an officer and director of several other corporations and organizations.
Philip W. Koebig, III has been the Executive Vice President of the Company
since 1994. He has been a director of the Company since 1995. Mr. Koebig is also
a director, President and Chief Executive Officer of the Bank since January,
1995. From 1990 to 1994, Mr. Koebig had been President and Chief Executive
Officer of Covenant Bank for Savings, Haddonfield, New Jersey. He also serves on
the Board of Directors of numerous charitable organizations and corporations.
Anne E. Koons has been a director of the Company since April, 1990. Ms.
Koons is a real estate agent with Fox & Lazo, and a travel agent for Leisure
Time Travel. Ms. Koons is also a Commissioner of the Camden County Improvement
Authority and a member of the Cooper Medical Center's Foundation Board.
Additional Executive Officers of the Bank. Set forth below is biographical
information of certain executive officers of the Bank who are not also executive
officers of the Company.
Robert F. Mack has been with the Bank since 1992 and serves as its Senior
Vice President and Chief Financial Officer. Mr. Mack has twenty-five years of
extensive banking experience and has worked for several commercial banks in New
Jersey.
Bart A. Speziali has been with the Bank since 1992 as the Senior Lending
Officer and Senior Vice President. Mr. Speziali has over twenty years of banking
experience in southern New Jersey.
James S. Killough joined the Bank in February 1997 as Senior Vice President
of Administrations, Operations and Retail Banking. Before joining the Bank, Mr.
Killough was president and chief professional officer for the United Way of
Camden County, New Jersey for two years. Prior to that, Mr. Killough was
executive vice president for Central Jersey Bank and Trust and Midlantic
National Bank/South.
Nominations for Director
Pursuant to Article II, section 202 of the Company's Bylaws, nominations
for directors to be elected at an annual meeting of shareholders must be
submitted to the secretary of the Company in writing not later than the close of
business of the fifth business day immediately preceding the date of the
meeting. All late nominations shall be rejected.
Meetings and Committees of the Board of Directors
The Board of Directors of the Company conducts its business through
meetings of the Bank. During the fiscal year ended December 31, 1996, the Board
of Directors held four regular meetings and three special meetings. No director
attended fewer than 75% of the total meetings of the Board of
-5-
Directors and committees during the time such director served during the fiscal
year ended December 31, 1996.
The Nominating Committee consists of the board of directors of the
Company. The Committee met once during the year ended December 31, 1996.
The Audit Committee consists of Directors Calovi, Galetto, and Koons. The
Audit Committee is responsible for recommending the appointment of the Bank's
independent public accountants and meeting with such accountants with respect to
the scope and review of the annual audit. The Audit Committee met once during
the year ended December 31, 1996.
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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
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Directors' Compensation
Each member of the Board of Directors, except for the chairmen and
employee directors, received a fee of $300 for each meeting attended for the
year ended December 31, 1996. For the year ended December 31, 1996, directors
fees totaled $26,700.
Executive Compensation
The Company has no full time employees, relying upon employees of the Bank
for the limited services required by the Company. All compensation paid to
officers and employees is paid by the Bank.
Summary Compensation Table. The following table sets forth compensation
awarded to the Chief Executive Officer and Executive Vice President of the
Company who, for the year ended December 31, 1996, received total salary and
bonus payments from the Bank in excess of $100,000. Except as set forth below,
no executive officer of the Company had a salary and bonus during the year ended
December 31, 1996 that exceeded $100,000 for services rendered in all capacities
to the Company.
Long Term
Compensation
------------
Annual Compensation Awards
------------------- ------
Securities
Name and Underlying All Other
Principal Position Year Salary Bonus(1) Options(#) Compensation
------------------ ---- ------ -------- ---------- ------------
Adolph F. Calovi 1996 $ 131,000 $ -- -- $ --
President and Chief 1995 131,000 -- -- --
Executive Officer 1994 130,500 -- -- 2,743(2)
Philip W. Koebig, III 1996 174,044 22,500 10,500 7,253(3)
Executive Vice 1995 150,000 -- 52,499 7,253(3)
President 1994 25,965 -- -- 240(3)
footnotes on next page
-6-
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(1) Excludes the value of perquisites and other personal benefits which in the
aggregate does not exceed 10% of the total annual salary and bonus
reported.
(2) Constitutes life insurance premiums.
(3) Constitutes life and disability insurance premiums.
Stock Option Plan. The Company has adopted the 1985 Stock Option Plan and
the 1995 Stock Option Plan (the "Option Plans"). Officers, directors and
employees are eligible to receive, at no cost to them, options under the Option
Plans. Options granted under the Option Plans may be either incentive stock
options (options that afford favorable tax treatment to recipients upon
compliance with certain restrictions pursuant to Section 422 of the Internal
Revenue Code and that do not normally result in tax deductions to the Company)
or options that do not so qualify. The option price may not be less than 100% of
the fair market value of the shares on the date of the grant. Option shares may
be paid in cash, shares of the common stock, or a combination of both.
Options granted under the 1985 Stock Option Plan are exercisable at the
fair market value of the common stock determined at the time of the grant for a
period of up to ten years from the date of grant. Options granted under the 1995
Stock Option Plan are exercisable at the fair market value of the common stock
determined at the time of the grant for a period of ten years thereafter.
The following table sets forth additional information concerning options
granted under the Option Plans.
Option Grants in Last Fiscal Year
---------------------------------
Individual Grants Potential Realizable
- ----------------------------------------------------------------- Value at Assumed
Annual Rates of Stock
Price Appreciation for
Option Term
Percent of Total -----------
Number of Options Granted Exercise
Options to Employees Price Expiration
Name Granted in Fiscal Year ($/Share) Date 5% ($) 10% ($)
- ---- ------- -------------- --------- ---- ------ -------
Philip W. Koebig, III 10,500 8.34 16.67 July 16, 2006 8,752 17,504
-7-
Aggregated Option Exercises in Last Fiscal Year
-----------------------------------------------
Value of
Number of Exercisable/Unexercisable
Exercisable/Unexercisable In-the-money
Shares Acquired Value Options at Options at
Name on Exercise (#) Realized Fiscal Year-End(#) Fiscal Year-End($)
- ---- --------------- -------- ------------------ -------------------------
Adolph F. Calovi 101,346 $953,152 -- --
Philip W. Koebig, III -- -- 52,499 / 10,500 (1) 452,541 / 45,465 (2)
- -------------------
(1) Exercisability of options subject to stockholder ratification of amendment
to 1995 Stock Option Plan. See Proposal II, hereinafter.
(2) Based upon the difference between the option exercise price and the market
price of stock of $21.50 per share as of April 2, 1997.
Directors' Compensation. Each member of the Board of Directors, except for
the Chairman and employee directors, received a fee of $300 for each meeting
attended for the year ended December 31, 1996. For the year ended December 31,
1996, director fees totaled $26,700.
Employment Agreement. The Company has an employment agreement, dated
January 2, 1995, with Adolph F. Calovi, its President and CEO. Under the terms
of the agreement, Mr. Calovi will receive an annual salary of $131,000 for each
of the four years of the agreement. In addition, he will receive all benefits
offered officers of the Company and will have the use of a Company-owned
automobile. If, during the term of the agreement, Mr. Calovi's employment
terminates for any reason except voluntary resignation, embezzlement, fraud, or
due to a material default by Mr. Calovi of his employment obligations, the
Company will be fully liable for all remaining salary payments under the
agreement.
Compensation Committee Interlocks and Insider Participation. The
Compensation Committee of the Company during the year ended December 31, 1996
consisted of Anne E. Koons, Sidney R. Brown and Philip W. Koebig, III. All are
members of the Board of Directors of the Company. Mr. Koebig is also a Director
and Officer of the Bank and did not participate in matters involving his
personal compensation.
Compensation Committee Report on Executive Compensation
The Personnel Committee (the "Committee") has furnished the following
report on executive compensation:
Compensation Policies. Under the supervision of the Board of Directors,
the Company has developed and implemented compensation policies, plans and
programs which seek to enhance the profitability of the Company, and thus
shareholder value, by aligning closely the financial interests of the Company's
employees, including its Chief Executive officer ("CEO"), Chairman of the Board
and the Company's other senior management, with those of its shareholders. With
regard to compensation actions affecting the CEO, the Executive Committee of the
Board of Directors, consisting of the members of the Personnel Committee, as
well as all of the non-employee members of the Board of Directors, acted as the
approving body.
-8-
The executive compensation program of the Company is designed to:
o Support a pay-for-performance policy that differentiates compensation
based on corporate and individual performance;
o Motivate employees to assume increased responsibility and reward them
for their achievement;
o Provide compensation opportunities that are comparable to those
offered by other leading companies, allowing the Company to compete
for and retain talented executives who are critical to the Company's
long-term success; and
o Align the interests of executives with the long-term interests of
shareholders through award opportunities that can result in ownership
of Common Stock.
At present, the executive compensation program is comprised of salary,
annual cash incentive opportunities, long-term incentive opportunities in the
form of stock options, and miscellaneous benefits typically offered to
executives in comparable corporations. Annual base salaries for all executive
offices are generally set somewhat below competitive levels so that the Company
relies to a large degree on annual and longer term incentive compensation to
attract and retain corporate officers and other employees and to motivate them
to perform to the full extent of their abilities. The Committee considers the
total compensation (earned or potentially available) in establishing each
element of compensation so that total compensation paid is competitive with the
market place, based on an independent consultant's survey of salary
competitiveness of other financial institutions. The Committee intends to be
advised periodically by independent compensation consultants concerning salary
competitiveness.
As to Mr. Koebig and other executive offices, as an executive's level of
responsibility increases, a greater portion of his or her potential total
compensation opportunity is based on Company performance incentives rather than
on salary. Reliance on Company performance causes greater variability in the
individual's total compensation from year to year. By varying annual and
long-term compensation and basing both on corporate performance, the Company
believes executive offices are encouraged to continue focusing on building
profitability and shareholder value.
Salaries. Effective January 1, 1997, the Board of Directors, acting on the
recommendation of the Committee, increased the base salary paid to Mr. Koebig.
The increase reflected consideration of competitive data provided by an
independent consulting firm, the Committee's and the Board's assessment of Mr.
Koebig's performance, over the previous year and recognition of the improvement
in performance by the Company during 1996 as compared with the Company's goals
included in its business plan. The other executive officers were also granted
salary increases based on competitive data, individual performance, position
tenure and internal comparability considerations.
Mr. Calovi has been President, Chief Executive Officer and a director of
the Company since its inception in 1985. Mr. Calovi's salary of $131,000 is
fixed in his employment agreement and is based upon his prior years of service
to the Bank and the Company. Mr. Calovi's compensation of $131,000 is for term
of four years. See "-Employment Agreement."
Personnel Committee
Anne E. Koons
Sidney R. Brown
Philip W. Koebig, III
-9-
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STOCK PERFORMANCE GRAPH
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Set forth below is a stock performance graph comparing the cumulative
total shareholder return on the Common Stock with (a) the cumulative total
shareholder return on stocks included in the Nasdaq Stock Market index and (b)
the cumulative total shareholder return on stocks included in the Nasdaq Bank
index, as prepared for Nasdaq by the Center for Research in Securities Prices
("CRSP") at the University of Chicago. All three investment comparisons assume
the investment of $100 as of August 3, 1996 (the date of initial issuance of the
Common Stock). All of these cumulative total returns are computed assuming the
reinvestment of dividends. In the graph below, the periods compared were August
3, 1996 and the Company's fiscal year end of December 31, 1996.
There can be no assurance that the Company's future stock performance will
be the same or similar to the historical stock performance shown in the graph
below. The Company neither makes nor endorses any predictions as to stock
performance.
[GRAPHIC OMITTED]
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8/96 12/31/96
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CRSP Nasdaq U.S. Index $100.00 $112.94
-------------------------------------------------------------
CRSP Nasdaq Bank Index 100.00 116.00
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Sun Bancorp, Inc. 100.00 104.76
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-10-
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------------------------------
Certain Relationships and Related Transactions
Bernard A. Brown, the Chairman of the Board of Directors of the Company
and of the Bank, is, with his wife, the owner of Vineland Construction Company.
The Company and the Bank lease office space in Vineland, New Jersey from
Vineland Construction Company. The Company believes that the transactions with
Vineland Construction Company are on terms substantially the same, or at least
as favorable to the Bank, as those that would be provided by a non-affiliate.
The Company paid $361,731 to Vineland Construction during the year ended
December 31, 1996.
The Bank has a policy of offering various types of loans to officers,
directors and employees of the Bank and of the Company. These loans have been
made in the ordinary course of business and on substantially the same terms and
conditions (including interest rates and collateral requirements) as, and
following credit underwriting procedures that are not less stringent than, those
prevailing at the time for comparable transactions by the Bank with its other
unaffiliated customers and do not involve more than the normal risk of
collectibility, nor present other unfavorable features.
- --------------------------------------------------------------------------------
PROPOSAL II - RATIFICATION OF THE AMENDMENT TO THE
1995 STOCK OPTION PLAN
- --------------------------------------------------------------------------------
General
The Company's Board of Directors has adopted an amendment to the 1995
Stock Option Plan ("Option Plan"). In accordance with such amendment to the
plan, the total number of shares of Common Stock authorized for issuance under
the Option Plan has been increased from 105,000 (as adjusted for the 5% stock
dividend in 1996) to 315,000 shares. The purpose of the Option Plan is to
attract and retain qualified personnel for positions of substantial
responsibility and to provide additional incentive to certain officers and key
employees to promote the success of the Company's and the Bank's business. The
following summary of the material features of the Option Plan, as amended, is
qualified in its entirety by reference to the complete provisions of the Option
Plan which is attached hereto as Exhibit A.
The Option Plan will be administered by the Board of Directors or a
committee of not less than three non-employee directors appointed by the
Company's Board of Directors and serving at the pleasure of the Board (the
"Option Committee"). Members of the Option Committee shall be deemed "Non-
Employee Directors" within the meaning of Rule 16b-3 pursuant to the Exchange
Act. Directors Galetto, S. Brown, and Koons serve as members of the Option
Committee. The Option Committee may select the officers and employees to whom
options are to be granted and the number of options to be granted based upon
several factors including prior and anticipated future job duties and
responsibilities, job performance, the Bank's financial performance and a
comparison of awards given by other institutions which have converted from
mutual to stock form. A majority of the members of the Option Committee shall
constitute a quorum and the action of a majority of the members present at any
meeting at which a quorum is present shall be deemed the action of the Option
Committee.
Officers and key employees who are designated by the Option Committee will
be eligible to receive, at no cost to them, options under the Option Plan (the
"Optionees"). Each option granted pursuant to the Option Plan shall be evidenced
by an instrument in such form as the Option Committee shall from time to time
approve. It is anticipated that options granted under the Option Plan will
-11-
constitute either Incentive Stock Options (options that afford favorable tax
treatment to recipients upon compliance with certain restrictions pursuant to
Section 422 of the Internal Revenue Code ("Code") and that do not normally
result in tax deductions to the Company) or Non-Incentive Stock Options (options
that do not afford recipients favorable tax treatment under Code Section 422).
Option shares may be paid for in cash, shares of Common Stock, or a combination
of both. The Company will receive no monetary consideration for the granting of
stock options under the Option Plan. Further, the Company will receive no
consideration other than the option exercise price per share for Common Stock
issued to Optionees upon the exercise of those Options. In the event of the
death or disability of an Optionee, or a change in control (as such term is
described in the Option Plan), the options granted to such Optionee shall become
immediately exercisable without regard to any vesting schedule.
Shares issuable under the Option Plan may be from authorized but unissued
shares or shares purchased in the open market. An Option which expires, becomes
unexercisable, or is forfeited for any reason prior to its exercise will again
be available for issuance under the Option Plan. No Option or any right or
interest therein is assignable or transferable except by will or the laws of
descent and distribution. The Option Plan shall continue in effect for a term of
ten years from the Effective Date.
Stock Options
The Option Committee may grant either Incentive Stock Options or
Non-Incentive Stock Options. In general, if an Optionee ceases to serve as an
employee of the Company for any reason other than disability or death, an
exercisable Incentive Stock Option shall cease being exercisable, except as may
otherwise be determined by the Option Committee at the time of the award. In the
event of the disability or death of an Optionee during employment, an
exercisable Incentive Stock Option will continue to be exercisable for one year
thereafter, to the extent exercisable by the Optionee immediately prior to the
Optionee's disability or death but only if, and to the extent that, the Optionee
was entitled to exercise such Incentive Stock Options on the date of termination
of employment. The terms and conditions of Non-Incentive Stock Options relating
to the effect of an Optionee's termination of employment or service, disability,
or death shall be such terms as the Option Committee, in its sole discretion,
shall determine at the time of termination of service, disability or death,
unless specifically determined at the time of grant of such options.
The exercise price for the purchase of Common Stock subject to an Option
may not be less than one hundred percent (100%) of the Fair Market Value of the
Common Stock covered by the Option on the date of grant of such Option. The
Option Committee may impose additional conditions upon the right of an Optionee
to exercise any Option granted hereunder which are not inconsistent with the
terms of the Option Plan or the requirements for qualification as an Incentive
Stock Option, if such Option is intended to qualify as an incentive stock
option.
No shares of Common Stock shall be issued upon the exercise of an Option
until full payment therefor has been received by the Company, and no Optionee
shall have any of the rights of a shareholder of the Company until shares of
Common Stock are issued to such Optionee. Upon the exercise of an Option by an
Optionee (or the Optionee's personal representative), the Option Committee, in
its sole and absolute discretion, may make a cash payment to the Optionee, in
whole or in part, in lieu of the delivery of shares of Common Stock. Such cash
payment to be paid in lieu of delivery of Common Stock shall be equal to the
difference between the Fair Market Value of the Common Stock on the date of the
Option exercise and the exercise price per share of the Option. Such cash
payment shall be in exchange for the cancellation of such Option. Such cash
payment shall not be made in the event that such transaction would result in
liability to the Optionee and the Company under Section 16(b) of the Exchange
Act, and regulations promulgated thereunder.
-12-
Awards Under the Option Plan
The Board or the Option Committee shall from time to time determine the
officers and key employees who shall be granted Awards under the Plan, the
number of Awards to be granted to any Participant under the Plan, and whether
Awards granted to each such Participant under the Plan shall be Incentive Stock
Options and/or Non-Incentive Stock Options. In selecting Participants and in
determining the number of shares of Common Stock subject to Options to be
granted to each such Participant, the Board or the Option Committee may consider
the nature of the past and anticipated future services rendered by each such
Participant, each such Participant's current and potential contribution to the
Company and such other factors as may be deemed relevant. Participants who have
been granted an Award may, if otherwise eligible, be granted additional Awards.
The table below presents information related to stock option awards
previously awarded based upon the amendment to the Option Plan to increase the
authorized shares from 105,000 to 315,000.
NEW PLAN BENEFITS
-----------------
Number of Options
Name and Position Dollar Value(1) Granted(2)
- ----------------- --------------- ----------
Bernard Brown
Chairman of the Board................ $380,363 78,750
Philip W. Koebig, III
Director, Executive Vice-President.. $ 50,715 10,500
- -----------------------
(1) The exercise price of such Options equals $16.67 representing the Fair
Market Value of the Common Stock on the date of Board approval of the
Option Plan. On April 2, 1997, the last sale price of the Common Stock at
the close of the market as reported on the Nasdaq National Market was
$21.50 per share. The dollar value of such awards equals the difference
between the grant price and the price as of April 2, 1997, times the
number of Options awarded.
(2) Such Options are immediately exercisable, subject to stockholder
ratification of the Option Plan.
Effect of Mergers, Change of Control and Other Adjustments
Subject to any required action by the shareholders of the Company, within
the sole discretion of the Option Committee, the aggregate number of shares of
Common Stock for which Options may be granted hereunder or the number of shares
of Common Stock represented by each outstanding Option will be proportionately
adjusted for any increase or decrease in the number of issued and outstanding
shares of Common Stock resulting from a subdivision or consolidation of shares
or the payment of a stock dividend or any other increase or decrease in the
number of shares of Common Stock effected without the receipt or payment of
consideration by the Company. Subject to any required action by the shareholders
of the Company, in the event of any change in control, recapitalization, merger,
consolidation, exchange of shares, spin-off, reorganization, tender offer,
partial or complete liquidation or other extraordinary corporate action or
event, the Option Committee, in its sole discretion, shall have the power, prior
to or subsequent to such action or events, to (i) appropriately adjust the
number of shares of Common Stock subject to each Option, the exercise price per
share of such Option, and the consideration to be given or received by the
Company upon the exercise of any outstanding Options; (ii) cancel any or all
previously granted Options, provided that appropriate consideration is paid to
the Optionee in connection therewith; and/or (iii) make such other adjustments
in connection with the Option
-13-
Plan as the Option Committee, in its sole discretion, deems necessary,
desirable, appropriate or advisable. However, no action may be taken by the
Option Committee which would cause Incentive Stock Options granted pursuant to
the Option Plan to fail to meet the requirements of Section 422 of the Code
without the consent of the Optionee. Upon the payment of a special or
non-recurring cash dividend that has the effect of a return of capital to the
shareholders, the Option exercise price per share shall be adjusted
proportionately.
The Option Committee will at all times have the power to accelerate the
exercise date of all Options granted under the Option Plan. In the case of a
Change in Control of the Company as determined by the Option Committee, all
outstanding options shall become immediately exercisable. A change in control is
defined to include (i) the sale of all, or a material portion, of the assets of
the Company; (ii) the merger or recapitalization of the Company whereby the
Company is not the surviving entity; (iii) the acquisition, directly or
indirectly, of the beneficial ownership (within the meaning of Section 13(d) of
the Exchange Act and rules and regulations promulgated thereunder) of 25% or
more of the outstanding voting securities of the Company by any person, trust,
entity, or group. This limitation shall not apply to the purchase of shares by
underwriters in connection with a pubic offering of Company stock or the
purchase of shares of up to 25% of any class of securities of the Company by a
tax-qualified employee stock benefit plan.
In the event of such a Change in Control, the Option Committee and the
Board of Directors will take one or more of the following actions to be
effective as of the date of such Change in Control: (i) provide that such
Options shall be assumed, or equivalent options shall be substituted,
("Substitute Options") by the acquiring or succeeding corporation (or an
affiliate thereof), provided that: (A) any such Substitute Options exchanged for
Incentive Stock Options shall meet the requirements of Section 424(a) of the
Code, and (B) the shares of stock issuable upon the exercise of such Substitute
Options shall constitute securities registered in accordance with the Securities
Act of 1933, as amended, ("Securities Act") or such securities shall be exempt
from such registration in accordance with Sections 3(a)(2) or 3(a)(5) of the
Securities Act, (collectively, "Registered Securities"), or in the alternative,
if the securities issuable upon the exercise of such Substitute Options shall
not constitute Registered Securities, then the Optionee will receive upon
consummation of the Change in Control transaction a cash payment for each Option
surrendered equal to the difference between (1) the Fair Market Value of the
consideration to be received for each share of Common Stock in the Change in
Control transaction times the number of shares of Common Stock subject to such
surrendered Options, and (2) the aggregate exercise price of all such
surrendered Options, or (ii) in the event of a transaction under the terms of
which the holders of the Common Stock of the Company will receive upon
consummation thereof a cash payment (the "Merger Price") for each share of
Common Stock exchanged in the Change in Control transaction, to make or to
provide for a cash payment to the Optionees equal to the difference between (A)
the Merger Price times the number of shares of Common Stock subject to such
Options held by each Optionee (to the extent then exercisable at prices not in
excess of the Merger Price) and (B) the aggregate exercise price of all such
surrendered Options in exchange for such surrendered Options.
The power of the Option Committee to accelerate the exercise of Options
and the immediate exercisability of Options in the case of a Change in Control
of the Company could have an anti-takeover effect by making it more costly for a
potential acquiror to obtain control of the Company due to the higher number of
shares outstanding following such exercise of Options. The power of the Option
Committee to make adjustments in connection with the Option Plan, including
adjusting the number of shares subject to Options and canceling Options, prior
to or after the occurrence of an extraordinary corporate action, allows the
Option Committee to adapt the Option Plan to operate in changed circumstances,
to adjust the Option Plan to fit a smaller or larger company, and to permit the
issuance of Options to new management following such extraordinary corporate
action. However, this power of
-14-
the Option Committee may also have an anti-takeover effect, by allowing the
Option Committee to adjust the Option Plan in a manner to allow the present
management of the Company to exercise more Options and hold more shares of the
Company's Common Stock, and to possibly decrease the number of Options available
to new management of the Company.
Although the Option Plan may have an anti-takeover effect, the Company's
Board of Directors did not adopt the Option Plan specifically for anti-takeover
purposes. The Option Plan could render it more difficult to obtain support for
shareholder proposals opposed by the Company's Board and management in that
recipients of Options could choose to exercise such Options and thereby increase
the number of shares for which they hold voting power. Also, the exercise of
such Options could make it easier for the Board and management to block the
approval of certain transactions requiring the voting approval of 80% of the
Common Stock in accordance with the Certificate of Incorporation. In addition,
such Options could increase the cost of an acquisition by a potential acquiror.
Amendment and Termination of the Option Plan
The Board of Directors may alter, suspend or discontinue the Option Plan.
Possible Dilutive Effects of the Option Plan
The Common Stock to be issued upon the exercise of Options awarded under
the Option Plan may either be authorized but unissued shares of Common Stock or
shares purchased in the open market. Because the shareholders of the Company do
not have preemptive rights, to the extent that the Company funds the Option
Plan, in whole or in part, with authorized but unissued shares, the interests of
current shareholders will be diluted. If upon the exercise of all of the
Options, the Company delivers newly issued shares of Common Stock represented by
the plan amendment (i.e., 210,000 shares of Common Stock), then the effect to
current shareholders would be to dilute their current ownership percentages by
approximately 11.3%.
Federal Income Tax Consequences
Under present federal tax laws, awards under the Option Plan will have the
following consequences:
1. The grant of an Option will not by itself result in the recognition of
taxable income to an Optionee nor entitle the Company to a tax
deduction at the time of such grant.
2. The exercise of an Option which is an "Incentive Stock Option" within
the meaning of Section 422 of the Code generally will not, by itself,
result in the recognition of taxable income to an Optionee nor entitle
the Company to a deduction at the time of such exercise. However, the
difference between the Option exercise price and the Fair Market Value
of the Common Stock on the date of Option exercise is an item of tax
preference which may, in certain situations, trigger the alternative
minimum tax for an Optionee. An Optionee will recognize capital gain
or loss upon resale of the shares of Common Stock received pursuant to
the exercise of Incentive Stock Options, provided that such shares are
held for at least one year after transfer of the shares or two years
after the grant of the Option, whichever is later. Generally, if the
shares are not held for that period, the Optionee will recognize
ordinary income upon disposition in an amount equal to the difference
between the Option exercise price and the Fair Market Value of the
-15-
Common Stock on the date of exercise, or, if less, the sales proceeds
of the shares acquired pursuant to the Option.
3. The exercise of a Non-Incentive Stock Option will result in the
recognition of ordinary income by the Optionee on the date of exercise
in an amount equal to the difference between the exercise price and
the Fair Market Value of the Common Stock acquired pursuant to the
Option.
4. The Company will be allowed a tax deduction for federal tax purposes
equal to the amount of ordinary income recognized by an Optionee at
the time the Optionee recognizes such ordinary income.
Accounting Treatment
Neither the grant nor the exercise of an Option under the Option Plan
currently requires any charge against earnings under generally accepted
accounting principles. In certain circumstances, Common Stock issuable pursuant
to outstanding Options which are exercisable under the Option Plan might be
considered outstanding for purposes of calculating earnings per share on a
primary or fully diluted basis.
Shareholder Approval
Shareholder ratification of the Option Plan is being sought in accordance
with the Code to qualify the Option Plan for the granting of Incentive Stock
Options in accordance with the Code, to enable Optionees to qualify for certain
exemptive treatment from the short-swing profit recapture provisions of Section
16(b) of the Exchange Act, to meet the requirements for the tax-deductibility of
certain compensation items under Section 162(m) of the Code, and to meet the
requirements for continued listing of the Common Stock under the Nasdaq National
Market. An affirmative vote of the holders of a majority of the shares voting in
person or represented by proxy and entitled to vote without regard to broker
non- votes is required to constitute shareholder ratification of this Proposal
II.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
AMENDMENT TO THE 1995 STOCK OPTION PLAN.
- --------------------------------------------------------------------------------
OTHER MATTERS
- --------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described in this Proxy Statement. However, if
any other matters should properly come before the Meeting, it is intended that
proxies in the accompanying form will be voted in respect thereof in accordance
with the judgment of the persons named in the accompanying proxy.
-16-
- --------------------------------------------------------------------------------
INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
The Board of Directors has previously selected the accounting firm of
Deloitte & Touche, LLP, independent public accountants, to be the Company's
independent accountants for the fiscal year ended December 31, 1997. A
representative of Deloitte & Touche, LLP is expected to be present at the
Meeting, will have the opportunity to make a statement at the meeting if he or
she desires to do so, and will be available to respond to appropriate questions.
Under the Company's Certificate of Incorporation and Bylaws, shareholders are
not required to ratify or confirm the selection of independent accountants made
by the Board of Directors.
- --------------------------------------------------------------------------------
MISCELLANEOUS
- --------------------------------------------------------------------------------
The cost of soliciting proxies will be borne by the Company. The Company
will reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers, and regular employees of the Company may solicit proxies
personally or by telephone without additional compensation.
The Company's Annual Report to Shareholders for the year ended December
31, 1996, including financial statements, will be mailed to all shareholders of
record as of the close of business on April 14, 1997. Any shareholder who has
not received a copy of such Annual Report may obtain a copy by writing to the
Secretary of the Company. Such Annual Report is not to be treated as a part of
the proxy solicitation material or as having been incorporated herein by
reference.
- --------------------------------------------------------------------------------
SHAREHOLDER PROPOSALS
- --------------------------------------------------------------------------------
In order to be eligible for inclusion in the Company's proxy materials for
next year's Annual Meeting of Shareholders, any shareholder proposal to take
action at such meeting must be received at the Company's executive offices at
226 Landis Avenue, Vineland, New Jersey 08360, no later than August 18, 1997.
Any such proposals shall be subject to the requirements of the proxy rules
adopted under the 1934 Act.
-17-
- --------------------------------------------------------------------------------
FORM 10-K
- --------------------------------------------------------------------------------
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1996, WILL BE FURNISHED WITHOUT CHARGE TO SHAREHOLDERS AS OF THE
RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY, SUN BANCORP, INC., 226 LANDIS
AVENUE, VINELAND, NEW JERSEY 08360.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Sidney R. Brown
Sidney R. Brown
Secretary
Vineland, New Jersey
April 18, 1997
-18-
EXHIBIT A
SUN BANCORP, INC.
1995 STOCK OPTION PLAN
----------------------
AS AMENDED AND RESTATED
1. Purpose of Plan.
---------------
The purpose of the Sun Bancorp, Inc. 1995 Stock Option Plan, as amended
(the "Plan") contained herein is to provide additional incentive to employees of
Sun Bancorp, Inc. (the "Company") and each present or future subsidiary
corporation of the Company, by encouraging them to invest in shares of the
Company's common stock ("Common Stock"), and thereby to acquire a proprietary
interest in the business of the Company and each present or future subsidiary
corporation of the Company and an increased personal interest in their continued
success and progress, to the mutual benefit of employees and stockholders.
2. Aggregate Number of Shares.
--------------------------
Three Hundred and Fifteen thousand (315,000) shares of Common Stock (par
value $1.00 per share) shall be the aggregate number of shares which may be
issued under this Plan. Notwithstanding the foregoing, in the event of any
change in the outstanding shares of Common Stock by reason of a stock dividend,
stock split, combination of shares, recapitalization, merger, consolidation,
transfer of assets, reorganization, conversion, or other event that the Board of
Directors of the Company or the Executive Compensation Committee (the
"Committee"), deems in its sole discretion to be similar circumstances, the
aggregate number and kind of shares which may be issued under this Plan shall be
approximately adjusted in a manner determined in the sole discretion of the
Committee. Reacquired shares of Common Stock as well as unissued shares may be
used for the purpose of this Plan. Shares of Common Stock subject to options
which have terminated unexercised, either in whole or in part, shall be
available for future options granted under this Plan.
3. Class of Employees Eligible to Receive Options.
----------------------------------------------
All officers and key employees of the Company and of any present and
future subsidiary corporation of the Company are eligible to receive an option
or options under this Plan. The officers and key employees who shall, in fact,
receive an option or options shall be selected by the Committee in its sole
discretion, except as otherwise specified in Section 4 hereof.
4. Administration of Plan.
----------------------
(a) This Plan shall be administered by the Board of Directors of the
Company or the Committee, which will be appointed by the Board of Directors of
the Company. The Committee shall consist of a minimum of three and a maximum of
seven members of the Company's Board of Directors. All persons designated as
members of the Committee shall meet the requirements of a "Non-Employee
Director" within the meaning of Rule 16b-3 (17 CFR ss.240.16b-3) under
A-1
the Securities Exchange Act of 1934, as amended ("Exchange Act"). The Board of
Directors of the Company or the Committee shall, in addition to its other
authority and subject to the provisions of this Plan, have authority in its sole
discretion to determine who are the officers and key employees of the Company
and each present and future subsidiary corporation of the Company eligible to
receive options under this Plan, which officers and key employees shall in fact
be granted an option or options, whether the option shall be an incentive stock
option or a non-qualified stock option, the time or times at which the options
shall be granted, the rate of option exercisability, and, subject to Section 5
hereof, the price at which each of the options is exercisable and the duration
of the option.
(b) The Committee shall adopt such rules for the conduct of its business
and administration of this Plan as it considers desirable. A majority of the
members of the Committee shall constitute a quorum for all purposes. The vote or
written consent of a majority of the members of the Committee on a particular
matter shall constitute the act of the Committee on such matter. The Committee
shall have the exclusive right to construe the Plan and the options issued
pursuant to it, correct defects, supply omissions and reconcile inconsistencies
to the extent necessary to effectuate the Plan and the options issued pursuant
to it, and such action shall be final, binding and conclusive upon all parties
concerned. No member of the Committee or the Board of Directors shall be liable
for any act or omission (whether or not negligent) taken or omitted in good
faith, or for the exercise of an authority or discretion granted in connection
with this Plan to the Committee or the Board of Directors, or for the acts or
omissions of any other members of the Committee or the Board of Directors.
Subject to the numerical limitations on Committee membership set forth in
Section 4(a) hereof, the Board of Directors may at any time appoint additional
members of the Committee and may at any time remove any member of the Committee
with or without cause. Vacancies in the Committee, however caused, may be filled
by the Board of Directors if it so desires.
5. Incentive Stock Options and Nonqualified Stock Options.
------------------------------------------------------
(a) Options issued pursuant to this Plan may be either incentive stock
options granted pursuant to Section 5(b) hereof or nonqualified stock options
granted pursuant to Section 5(c) hereof, as determined by the Committee. An
"incentive stock option" is an option which satisfies all of the requirements of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and
the regulations thereunder, and a nonqualified stock option is an option which
does not satisfy the requirements of Code Section 422. The Committee may grant
both an incentive stock option and a nonqualified stock option to the same
person, or more than one of each type of option to the same person. The option
price for both incentive stock options and nonqualified stock options issued
under this Plan shall equal at least the fair market value of the Common Stock
as of the date of the grant of the option, such fair market value being
determined by the Committee in accordance with its interpretation of the
requirements of Section 422 of the Code and the regulations thereunder.
(b) Incentive stock options issued pursuant to this Plan shall be issued
substantially in the form set forth in Appendix I hereof, which form is hereby
incorporated by reference and made a part hereof, and shall contain
substantially all of the terms and conditions set forth
A-2
therein. Incentive stock options shall expire ten years after the date they are
granted, unless terminated earlier under the option terms. Notwithstanding other
provisions hereof, the aggregate fair market value (determined as of the time an
incentive stock option is granted) of the stock for which any employee may be
granted incentive stock options in any calendar year (under all incentive stock
option plans, as defined in Section 422 of the Code, of the Company or any
present or future parent or subsidiary of the Company) shall not exceed
$100,000. At the time of granting an incentive stock option hereunder, the
Committee may, in its discretion, modify or amend any of the option terms
contained in Appendix I for any person who receives an option pursuant to the
Plan ("Optionee"), provided that the option as modified or amended continues to
be an incentive stock option. Each of the options granted pursuant to this
Section 5(b) is intended, if possible, to be an "incentive stock option" as that
term is defined in Section 422 of the Code and the regulations thereunder. In
the event this Plan or any option granted pursuant to this Section 5(b) is any
way inconsistent with the applicable legal requirements of the Code or the
regulations thereunder for an incentive stock option, this Plan and such option
shall be deemed automatically amended as of the date hereof to conform to such
legal requirements, if such conformity may be achieved by amendment.
(c) Nonqualified stock options issued pursuant to this Plan shall be
issued substantially in the form set forth in Appendix II hereof, which form is
hereby incorporated by reference and made a part hereof, and shall contain
substantially all of the terms and conditions set forth therein. Nonqualified
stock options shall expire ten years and ten days after the date they are
granted, unless terminated earlier under the option terms. At the time of
granting a nonqualified stock option hereunder, the Committee may, in its
discretion, modify or amend any of the option terms contained in Appendix II for
any particular Optionee, provided that the option as modified or amended does
not expire more than ten years and ten days from the date of its grant and the
option price is not less than the fair market value of the Common Stock as of
the date of such grant.
(d) Neither the Company nor any present or future affiliated or subsidiary
corporation of the Company, nor their officers, directors, stockholders, stock
option plan committees, employees or agents shall have any liability to any
Optionee in the event an option granted pursuant to Section 5(b) hereof does not
qualify as an "incentive stock option" as that term is used in Section 422 of
the Code and the regulations thereunder, or in the event any Optionee does not
obtain the tax benefits of such an incentive stock option, or in the event any
option granted pursuant to Section 5(c) hereof is an "incentive stock option."
6. Six Month Holding Period.
------------------------
With respect to options awarded to officers and employees who are subject
to the reporting requirements under Section 16(a) of the Exchange Act, subject
to vesting requirements, if applicable, except in the event of death or
disability of the Optionee, a minimum of six months must elapse between the date
of the grant of an option and the date of the sale of the Common Stock received
through the exercise of such option.
A-3
7. Cashless Exercise.
-----------------
Subject to vesting requirements, if applicable, an Optionee who has held
an option for at least six months may engage in the "cashless exercise" of the
option. Upon a cashless exercise, an Optionee gives the Company written notice
of the exercise of the option together with an order to a registered
broker-dealer or equivalent third party, to sell part or all of the Common Stock
under option ("Optioned Stock") and to deliver enough of the proceeds to the
Company to pay the option exercise price and any applicable withholding taxes.
If the Optionee does not sell the Optioned Stock through a registered
broker-dealer or equivalent third party, the Optionee can give the Company
written notice of the exercise of the option and the third party purchaser of
the Optioned Stock shall pay the option exercise price plus any applicable
withholding taxes to the Company.
8. Transferability.
---------------
An incentive stock option granted pursuant to the Plan shall be exercised
during an Optionee's lifetime only by the Optionee to whom it was granted and
shall not be assignable or transferable otherwise than by will or by the laws of
descent and distribution. A nonqualified stock option granted pursuant to the
Plan may, with the prior written consent of the Committee, be assignable or
transferable during the Optionee's lifetime. In determining whether consent
shall be given to an Optionee with regard to the assignment or transfer of a
nonqualified stock option, it shall be at the sole discretion of the Committee.
9. Modification, Amendment, Suspension and Termination.
---------------------------------------------------
Options shall not be granted pursuant to this Plan after the expiration of
ten years from and after the date of the adoption of the Plan by the Company's
Board of Directors. The Board of Directors reserves the right at any time, and
from time to time, to modify or amend this Plan in any way, or to suspend or
terminate it, effective as of such date, which date may be either before or
after the taking of such action, as may be specified by the Board of Directors;
provided, however, that such action shall not affect options granted under the
Plan prior to the actual date on which such action occurred. If a modification
or amendment of this Plan is required by the Code or the regulations thereunder
to be approved by the stockholders of the Company in order to permit the
granting of "incentive stock options" (as that term is defined in Section 422 of
the Code and regulations thereunder) pursuant to the modified or amended Plan,
such modification or amendment shall also be approved by the stockholders of the
Company in such manner as is prescribed by the Code and the regulations
thereunder. If the Board of Directors voluntarily submits a proposed
modification, amendment, suspension or termination for stockholder approval,
such submission shall not require any future modifications, amendments (whether
or not relating to the same provision or subject matter), suspensions or
terminations to be similarly submitted for shareholder approval.
Notwithstanding any other provision contained in this Plan, in the event
of a change in any federal or state law, rule or regulation which would make the
exercise of all or part of any previously granted option unlawful or subject the
Company to any penalty, the Committee may
A-4
restrict any such exercise without the consent of the Optionee or other holder
thereof in order to comply with any such law, rule or regulation or to avoid any
such penalty.
10. Recapitalization, Merger, Consolidation, Change in Control and Other
Transactions.
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(a) Subject to any required action by the stockholders of the Company,
within the sole discretion of the Committee, the aggregate number of shares of
Common Stock for which options may be granted hereunder, the number of shares of
Common Stock covered by each outstanding option, and the exercise price per
share of Common Stock of each option, shall all be proportionately adjusted for
any increase or decrease in the number of issued and outstanding shares of
Common Stock resulting from a subdivision or consolidation of shares (whether by
reason of merger, consolidation, recapitalization, reclassification, split-up,
combination of shares, or otherwise) or the payment of a stock dividend or any
other increase or decrease in the number of such shares of Common Stock effected
without the receipt or payment of consideration by the Company (other than
Common Stock held by dissenting stockholders).
(b) All outstanding options previously granted shall become immediately
exercisable in the event of a Change in Control of the Company, as determined by
the Committee. "Change in Control" shall mean: (i) the sale of all, or a
material portion, of the assets of the Company; (ii) the merger or
recapitalization of the Company whereby the Company is not the surviving entity;
or (iii) the acquisition, directly or indirectly, of the beneficial ownership
(within the meaning of that term as it is used in Section 13(d) of the Exchange
Act and the rules and regulations promulgated thereunder) of twenty-five percent
(25%) or more of the outstanding voting securities of the Company by any person,
trust, entity or group. This limitation shall not apply to the purchase of
shares by underwriters in connection with a public offering of Common Stock, or
the purchase of shares of up to 25% of any class of securities of the Company by
a tax-qualified employee stock benefit plan which is exempt from the approval
requirements, as now in effect or as may hereafter be amended. The term "person"
refers to an individual or a corporation, partnership, trust, association, joint
venture, pool, syndicate, sole proprietorship, unincorporated organization or
any other form of entity not specifically listed herein. The decision of the
Committee as to whether a Change in Control has occurred shall be conclusive and
binding.
In the event of such a Change in Control, the Committee and the Board of
Directors of the Company will take one or more of the following actions to be
effective as of the date of such Change in Control:
(i) provide that such options shall be assumed, or equivalent
options shall be substituted, ("Substitute Options") by the acquiring or
succeeding corporation (or an affiliate thereof), provided that: (A) any such
Substitute Options exchanged for incentive stock options shall meet the
requirements of Section 424(a) of the Code, and (B) the shares of stock issuable
upon the exercise of such Substitute Options shall constitute securities
registered in accordance with the Securities Act of 1933, as amended, ("1933
Act") or such securities shall be exempt from such registration in accordance
with Sections 3(a)(2) or 3(a)(5) of the 1933 Act, (collectively, "Registered
Securities"), or in the alternative, if the securities issuable upon the
A-5
exercise of such Substitute Options shall not constitute Registered Securities,
then the Optionee will receive upon consummation of the Change in Control
transaction a cash payment for each option surrendered equal to the difference
between (1) the fair market value of the consideration to be received for each
share of Common Stock in the Change in Control transaction times the number of
shares of Common Stock subject to such surrendered options, and (2) the
aggregate exercise price of all such surrendered options, or
(ii) in the event of a transaction under the terms of which the
holders of the Common Stock will receive upon consummation thereof a cash
payment (the "Merger Price") for each share of Common Stock exchanged in the
Change in Control transaction, to make or to provide for a cash payment to the
Optionees equal to the difference between (A) the Merger Price times the number
of shares of Common Stock subject to such options held by each Optionee (to the
extent then exercisable at prices not in excess of the Merger Price) and (B) the
aggregate exercise price of all such surrendered options in exchange for such
surrendered options.
(c) Notwithstanding any provisions of the Plan to the contrary, subject to
any required action by the stockholders of the Company, in the event of any
Change in Control, recapitalization, merger, consolidation, exchange of Shares,
spin-off, reorganization, tender offer, partial or complete liquidation or other
extraordinary corporate action or event, the Committee, in its sole discretion,
shall have the power, prior or subsequent to such action or event to:
(i) appropriately adjust the number of shares of Common Stock
subject to each option, the option exercise price per share of Common Stock, and
the consideration to be given or received by the Company upon the exercise of
any outstanding option;
(ii) cancel any or all previously granted options, provided that
appropriate consideration is paid to the Optionee in connection therewith;
and/or
(iii) make such other adjustments in connection with the Plan as the
Committee, in its sole discretion, deems necessary, desirable, appropriate or
advisable; provided, however, that no action shall be taken by the Committee
which would cause incentive stock options granted pursuant to the Plan to fail
to meet the requirements of Section 422 of the Code without the consent of the
Optionee.
Except as expressly provided in Sections 10(a), 10(b) and 10(e) hereof, no
Optionee shall have any rights by reason of the occurrence of any of the events
described in this Section 10.
(d) The Committee shall at all times have the power to accelerate the
exercise date of options previously granted under the Plan.
(e) Upon the payment of a special or non-recurring cash dividend that has
the effect of a return of capital to the stockholders, the option exercise price
per share shall be adjusted proportionately.
A-6
11. Conditions Upon Issuance of Common Stock; Limitations on Option Exercise;
Cancellation of Option Rights.
- --------------------------------------------------------------------------------
(a) Common Stock shall not be issued with respect to any option granted
under the Plan unless the issuance and delivery of such shares shall comply with
all relevant provisions of applicable law, including, without limitation, the
1933 Act, the rules and regulations promulgated thereunder, any applicable state
securities laws and the requirements of any stock exchange upon which the Common
Stock may then be listed.
(b) The inability of the Company to obtain any necessary authorizations,
approvals or letters of non-objection from any regulatory body or authority
deemed by the Company's legal counsel to be necessary to the lawful issuance and
sale of any Common Stock issuable hereunder shall relieve the Company of any
liability with respect to the non-issuance or sale of such shares.
(c) As a condition to the exercise of an option, the Company may require
the Optionee to make such representations and warranties as may be necessary to
assure the availability of an exemption from the registration requirements of
federal or state securities law.
(d) Notwithstanding anything herein to the contrary, upon the termination
of employment or service of an Optionee by the Company or its subsidiaries for
"cause" (as determined by the Board of Directors in good faith), all options
held by such Optionee shall cease to be exercisable as of the date of such
termination of employment or service.
(e) Upon the exercise of an option by an Optionee (or the Optionee's
personal representative), the Committee, in its sole and absolute discretion,
may make a cash payment to the Optionee, in whole or in part, in lieu of the
delivery of shares of Common Stock. Such cash payment to be paid in lieu of
delivery of Common Stock shall be equal to the difference between the fair
market value of the Common Stock on the date of exercise and the exercise price
per share of the option. Such cash payment shall be in exchange for the
cancellation of such option. Such cash payment shall not be made in the event
that such transaction would result in liability to the Optionee or the Company
under Section 16(b) of the Exchange Act, and regulations promulgated thereunder.
12. Withholding Tax.
---------------
The Company shall have the right to deduct from all amounts paid in cash
with respect to the cashless exercise of options under the Plan any taxes
required by law to be withheld with respect to such cash payments. Where an
Optionee or other person is entitled to receive shares of Common Stock pursuant
to the exercise of an option, the Company shall have the right to require the
Optionee or such other person to pay the Company the amount of any taxes which
the Company is required to withhold with respect to such Common Stock, or, in
lieu thereof, to retain, or to sell without notice, a number of such shares
sufficient to cover the amount required to be withheld.
A-7
13. Effectiveness of Plan.
---------------------
This Plan shall become effective on the date of its adoption by the
Company's Board of Directors subject, however, to approval by the stockholders
of the Company in such manner as is prescribed by the Code and the regulations
thereunder. Options may be granted under this Plan prior to obtaining such
approval, provided such options shall not be exercisable until such approval is
obtained.
14. General Conditions.
------------------
(a) Nothing contained in this Plan or any option granted pursuant to this
Plan shall confer upon any employee the right to continue in the employ of the
Company or any present or future affiliated and subsidiary corporation of the
Company, or interfere in any way with the rights of the Company and any
affiliated or subsidiary corporation of the Company to terminate his employment
in any way.
(b) Corporate action constituting an offer of stock for sale to any
employee under the terms of the options to be granted hereunder shall be deemed
completed as of the date when the Committee authorizes the grant of the option
to the employee, regardless of when the option is actually delivered to the
employee or acknowledged or agreed to by him.
(c) The term "subsidiary corporation" as used throughout this Plan, and
the options granted pursuant to this Plan, shall (except as otherwise provided
in the option form) have the meaning that is ascribed to that term by
subsections 424(f) and (g) of the Code, and the Company shall be deemed to be
the grantor corporation for purposes of applying such meaning.
(d) References in this Plan to the Code shall be deemed to also refer to
the corresponding provisions of any amendments thereto and to any future United
States revenue law.
(e) The use of the masculine pronoun shall include the feminine gender
whenever appropriate.
(f) Notwithstanding anything herein to the contrary, in no event shall
shares of Common Stock subject to Options granted to any individual exceed more
than 80% of the total number of shares of Common Stock authorized for delivery
under the Plan.
A-8
Annex A
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SUN BANCORP, INC.
226 LANDIS AVENUE
VINELAND, NEW JERSEY 08360
- --------------------------------------------------------------------------------
ANNUAL MEETING OF SHAREHOLDERS
May 20, 1997
- --------------------------------------------------------------------------------
The undersigned hereby appoints the Board of Directors of Sun Bancorp,
Inc. (the "Company"), or its designee, with full powers of substitution, to act
as attorneys and proxies for the undersigned, to vote all shares of Common Stock
of the Company which the undersigned is entitled to vote at the Annual Meeting
of Shareholders (the "Meeting"), to be held at the Ramada Inn, West Landis
Avenue, Vineland, New Jersey, on May 20, 1997, at 4:00 p.m. and at any and all
adjournments thereof, in the following manner:
FOR WITHHELD
--- --------
1. The election as directors of the nominees
listed below (except as marked to the |_| |_|
contrary below):
Bernard A. Brown
Sidney R. Brown
Adolph F. Calovi
Peter Galetto, Jr.
Philip W. Koebig, III
Anne E. Koons
(Instruction: To withhold authority to vote
for any individual nominee, write that nominee's name
on the space provided below)
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-------------------------------------------------------------------------
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FOR AGAINST ABSTAIN
--- ------- -------
2. Ratification of the amendment to the
1995 Stock Option Plan |_| |_| |_|
In their discretion, such attorneys and proxies are authorized to vote on any
other business that may properly come before the meeting or any adjournments
thereof.
Note: Executing this proxy permits such attorneys and proxies to vote, in their
discretion, upon such other business as may properly come before the Meeting or
any adjournments thereof.
The Board of Directors recommends a vote "FOR" the above listed
propositions.
- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
SIGNED PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED
IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting, or at
any adjournments thereof, and after notification to the Secretary of the Company
at the Meeting of the shareholder's decision to terminate this proxy, the power
of said attorneys and proxies shall be deemed terminated and of no further force
and effect. The undersigned may also revoke this proxy by filing a subsequently
dated proxy or by written notification to the Secretary of the Company of his or
her decision to terminate this proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Shareholders, a Proxy
Statement dated April 18, 1997, and the 1996 Annual Report.
Dated: , 1997
-----------------------------
- ---------------------------------- --------------------------------------------
PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER
- ---------------------------------- --------------------------------------------
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
Please sign exactly as your name appears on this proxy. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.
- --------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
- --------------------------------------------------------------------------------
Annex B
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 ss. 240.14a-11(c) or ss. 240.14a-12
Sun Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
- --------------------------------------------------------------------------------