UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under ss. 240.14a-12
PENNSYLVANIA COMMERCE BANCORP, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(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:
N/A
(2) Aggregate number of securities to which transaction applies:
N/A
(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):
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
(5) Total fee paid:
N/A
[ ] 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:
PENNSYLVANIA COMMERCE BANCORP, INC. [LOGO]
----------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
Date: May 18, 2001
Time: 9:00 a.m.
Place: West Shore Country Club
100 Brentwater Road
Camp Hill, Pennsylvania 17011
Matters to be voted on:
1. Election of Directors. Election of nine (9) directors to serve until the
2002 annual meeting.
2. Amendment to Employees Stock Option Plan. Approval of an amendment to the
1996 Employee Stock Option Plan to increase the number of shares of common
stock issuable under the 1996 Plan by 200,000 shares.
3. Other Business. Any other business properly brought before the shareholders
at the meeting.
You can vote your shares of common stock if our records show that you owned
the shares at the close of business on April 2, 2001 (the "Record Date"). Your
vote at the annual meeting is very important to us. Please vote your shares of
common stock by completing the enclosed proxy card and returning it to us in the
enclosed prepaid envelope. This proxy will not be used if you are present at the
meeting and desire to vote in person.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ JAMES T. GIBSON
JAMES T. GIBSON
President
Camp Hill, Pennsylvania
April 17, 2001
PENNSYLVANIA COMMERCE BANCORP, INC.
----------------------------------------
PROXY STATEMENT
April 17, 2001
----------------------------------------
GENERAL INFORMATION
This proxy statement has information about the annual meeting of
shareholders of Pennsylvania Commerce Bancorp, Inc. ("Commerce"). The management
of Commerce and Commerce Bank/Harrisburg, N.A. (the "Bank") prepared this proxy
statement for the board of directors. We first mailed this proxy statement and
the enclosed proxy card to shareholders on or about April 17, 2001.
We will pay the costs of preparing, printing and mailing the proxy and all
related materials. In addition to sending you these materials, some of our
employees may contact you by telephone, by mail or in person.
Our executive offices are located at 100 Senate Avenue, Camp Hill,
Pennsylvania 17011, and our telephone number is (717) 975-5630. Our mailing
address is P. O. Box 8599, Camp Hill, Pennsylvania 17001-8599.
Shareholder Proposals for the 2002 Annual Meeting of Shareholders
If you want to include a shareholder proposal in Commerce's proxy
statement for the 2002 annual meeting pursuant to SEC Rule 14a-8, you must
deliver the proposal to Mark A. Zody at our executive offices by December 14,
2001. Notice of any shareholder proposals submitted outside the processes of
Rule 14a-8 will be considered untimely unless submitted by February 28, 2002.
If the date of our next annual meeting is advanced or delayed by more than
30 days from May 17, 2002, we will promptly inform you of the change of the
annual meeting and the date by which shareholder proposals must be received.
VOTING
Who can vote?
You can vote your shares of common stock if our records show that you
owned the shares at the close of business on April 2, 2001 (the "Record Date").
A total of 1,759,910 shares of common stock were outstanding on the Record Date
and can vote at the annual meeting. You get one vote for each share of common
stock you own. The enclosed proxy card shows the number of shares you can vote.
We will hold the annual meeting if the holders of a majority of the shares of
the common stock entitled to vote either sign and return their proxy cards or
attend the meeting in person.
As of the Record Date, there were 40,000 shares of Series A Non-Cumulative
Preferred Stock ("Preferred Stock") outstanding. Holders of Preferred Stock
cannot vote at the annual meeting.
How do I vote by proxy?
Follow the instructions on the enclosed proxy card to vote on each
proposal to be considered at the annual meeting. Sign and date the proxy card
and mail it back to us in the enclosed prepaid envelope. The proxyholders named
on the proxy card will vote your shares as you instruct. If you sign and return
the proxy card but do not vote on a proposal, the proxyholders will vote for you
on that proposal. Unless you instruct otherwise, the proxyholders will vote for
the election of each of the nine director nominees and for each of the other
proposals to be considered at the meeting.
What vote is required?
The approval of the increase in number of shares issuable under the
Employees Stock Option Plan, must be approved by the affirmative vote of a
majority of the outstanding common stock of Commerce. All other business that
may come before the meeting, including the election of directors, must be
approved by a majority of the outstanding common stock of Commerce represented
at the meeting if a quorum is present.
What if other matters come up at the annual meeting?
The matters described in this proxy statement are the only matters we know
will be voted on at the meeting. If other matters are properly presented at the
annual meeting, the proxyholders named in the enclosed proxy card will vote your
shares as they see fit.
How are votes counted?
Our judges of election will manually count all votes which are cast in
person or by proxy at the annual meeting.
Voting is an important right of shareholders. If you abstain, the
abstention is not a vote and will not be counted. Broker non-votes (shares of
common stock held in record name by your broker or nominee for which (i) you
have not provided voting instructions, (ii) the broker or nominee does not have
discretion to vote on your behalf, and (iii) the broker or nominee has indicated
on the proxy that it does not have authority to vote on such matters) will also
not be counted as votes.
Can I change my vote after I return my proxy card?
Yes. At any time before the vote on a proposal, you can change your vote
either by:
o giving Commerce's secretary a written notice revoking your proxy
card; or
o signing, dating and returning to us a new proxy card.
We will honor the proxy card with the latest date.
Can I vote in person at the annual meeting?
Yes. We encourage you to complete and return the proxy card to ensure
that your vote is counted. However, you may attend the meeting and vote in
person whether or not you have previously returned a proxy card.
2
ELECTION OF DIRECTORS OF COMMERCE
The Bylaws of Commerce provide as follows:
o the board of directors may, from time to time, fix the number of
directors;
o the board will consist of not less than five nor more than 25
directors; and
o directors will be elected for a one-year term.
At the annual meeting, we will nominate the nine persons named in this
proxy statement as directors. Although we don't know of any reason why any of
these nominees might not be able to serve, we will propose a substitute nominee
if any nominee is not available for election.
Shareholders also can nominate persons to be directors. If you want to
nominate someone, you must deliver or mail a notice to the Chairman of the Board
of Commerce not less than 45 days prior to the date of the annual meeting. Your
notice must state your name and residence address and the number of shares of
Commerce which you own. Your notice must also contain the following information
on each proposed nominee:
o the name, address and age of the nominee;
o the principal occupation of the nominee;
o the number of shares of Commerce common stock owned by the nominee;
and
o the total number of shares that, to your knowledge, will be voted
for the nominee.
If you do not follow this procedure, the Chairman of the meeting will
disregard your nominations and the judges of election will disregard any votes
cast for your nominees.
The proxyholders named in the proxy card intend to vote for the election
of the nine persons listed as director nominees to serve until the 2002 annual
meeting. Unless you indicate otherwise, your proxy will be voted in favor of the
election of those nominees. Each nominee is currently a director of Commerce and
the Bank.
The following table shows the name and age of each nominee and the current
directors in each class. The table also shows the following information on each
nominee and director:
o business experience, including principal occupation for the past
five years;
o the period during which he or she has served as a director of
Commerce; and
o the number and percentage of outstanding shares of common stock of
Commerce which he or she beneficially owned as of the Record Date.
3
Business Experience
Including Principal Amount and Percentage
Occupation Nature of of
for the Director Beneficial Outstanding
Name and Age Past Five Years Since Ownership 1 Stock Owned
- ------------ ---------------------- ----- --------- -----------
Gary L. Nalbandian Chairman of Pennsylvania 1985 199,221 2 10.79%
Age 58 Commerce Bancorp, Inc.,
and Commerce Bank/
Harrisburg, N.A.,Co-Owner
of Commercial Industrial
Realty Co. (CIR) Camp Hill, PA
Vernon W. Hill, II3 Vice Chairman of 1985 253,656 4 14.31%
Age 55 Pennsylvania Commerce
Bancorp, Inc. and
of Commerce Bank/Harrisburg,
N.A., Chairman of the Board/
President of Commerce
Bancorp, Inc., Cherry Hill, NJ
Douglas S. Gelder Owner, DSG Development, 1987 19,195 5 1.08%
Age 51 Hershey, PA and Partner,
Luttrell & Associates,
Hershey, PA
Alan R. Hassman Owner/Operator of 1985 102,959 6 5.80%
Age 61 ARH, Inc., Harrisburg, PA
Howell C. Mette Attorney-at-Law, Mette, 1985 48,259 7 2.72%
Age 73 Evans & Woodside
Harrisburg, PA
Michael A. Serluco Owner, Consolidated 1985 65,661 7 3.70%
Age 60 Properties, Wormleysburg, PA
Samir J. Srouji, M.D. Physician-Surgeon 1985 59,796 8 3.37%
Age 64 Plastic Surgery, P.C.
Camp Hill, PA
James T. Gibson President/CEO of 1988 83,883 9 4.59%
Age 45 Pennsylvania Commerce
Bancorp, Inc.
and Commerce
Bank/Harrisburg, N.A.
James R. Adair President/CEO of 2001 50 *
Age 53 Alexander Constructors,
Inc. 1997-Present
Senior Vice President of
Corestates Bank 1996
<FN>
__________
*Less than one percent
1 The securities "beneficially owned" by an individual are determined in
accordance with the definition of "beneficial ownership" set forth in the
regulations of the Securities and Exchange Commission. Accordingly, they
may include securities owned by or for, among others, the wife and/or
minor children of the individual and any other relative who has the same
home as such individual, as well as other securities as to which the
individual has or shares voting or investment power or has the right to
acquire under outstanding stock options within 60 days after April 2,
2001. Shares subject to outstanding stock options which an individual has
the right to acquire within 60 days after April 2, 2001 are deemed to be
outstanding for the purpose of computing the percentage of outstanding
4
securities of the class of stock owned by such individual or any group
including such individual only. Beneficial ownership may be disclaimed as
to certain of the securities.
2 Includes 31,523 shares held by Mr. Nalbandian's individually directed
participant account in the CIR Profit Sharing Trust with respect to which
Mr. Nalbandian has sole voting power, 9,301 shares held by Mr. Nalbandian
as co-trustee of the CIR Profit Sharing Trust with respect to which he
shares voting power, 7,721 shares held in trust by Mr. Nalbandian or
Dorothy Nalbandian for the benefit of Mr. Nalbandian's children and 371
shares owned by Mr. Nalbandian's wife, Jaimie Nalbandian. Also includes
86,917 currently exercisable Incentive Stock Options.
3 In addition to his capacity with Pennsylvania Commerce Bancorp, Inc. and
the Bank, Mr. Hill is a founder of Commerce Bank, N.A., a national bank
located in Cherry Hill, New Jersey. He has served as Chairman of the Board
and/or President of Commerce Bank, N.A. since 1973 and Chairman of the
Board and President of Commerce Bancorp, Inc., a bank holding company
which owns 100% of Commerce Bank, N.A. since 1983.
4 Includes 158,429 shares owned by Commerce Bancorp, Inc., of which Mr. Hill
is the Chairman of the Board and President. This figure also includes
11,165 shares owned by J. V. Properties, a partnership in which Mr. Hill
is one of two partners, 11,165 shares owned by S. J. Dining, a corporation
in which Mr. Hill is one of two shareholders, 8,684 shares owned by
InterArch, a corporation owned by Mr. Hill's wife, and 2,480 shares owned
by Mr. Hill's wife, Shirley Hill. Also includes 12,484 currently
exercisable Director Stock Options.
5 Includes 11,007 currently exercisable Director Stock Options.
6 Includes 23,911 shares owned by Mr. Hassman's wife, Gloria Hassman, and
9,384 shares held in trust by Mr. Hassman, as Trustee, for the benefit of
his children. Also includes 13,962 currently exercisable Director Stock
Options.
7 Includes 13,962 currently exercisable Director Stock Options.
8 Includes 6,919 shares owned by Dr. Srouji's wife, Gillian Srouji, and
10,705 shares held by Dr. Srouji's self-directed participant account in
the Plastic Surgery P.C. Profit Sharing Plan. Also includes 13,962
currently exercisable Director Stock Options.
9 Includes 65,807 currently exercisable Incentive Stock Options.
</FN>
PRINCIPAL SHAREHOLDERS
The following table shows the name, address, amount and nature of
beneficial ownership and percent of class of outstanding Commerce common stock
of each person who we know beneficially owns more than 5% of Commerce's common
stock (as of April 2, 2001).
Name and Address Amount and Nature of Percent of
Of Beneficial Owner Beneficial Ownership Outstanding Stock
------------------- -------------------- -----------------
Gary L. Nalbandian 199,221 1 10.79%
CIR, Camp Hill, PA
Vernon W. Hill, II 253,656 2 14.31%
Commerce Bancorp, Inc.
Cherry Hill, NJ
Commerce Bancorp, Inc. 158,429 3 9.00%
Cherry Hill, NJ
Alan R. Hassman 102,9594 5.80%
ARH, Inc., Camp Hill, PA
<FN>
_________
1 See footnote 2 above.
2 See footnote 4 above.
3 These shares are also reported as beneficially owned by Vernon W. Hill, II.
4 See footnote 6 above.
</FN>
5
The following are all shares owned beneficially by all directors and
executive officers as a group:
Amount and Nature of
Beneficial Ownership
--------------------
Title of Class Direct Indirect Percent of Class
-------------- ------ -------- ----------------
Common Stock and 704,998 237,256 45.81%
Exercisable Stock
Options
Series A Non-Cumulative 0 40,000 100%
Preferred Stock
Directors' Compensation
Each Commerce director received an annual fee of $1,000 plus a monthly fee
of $1,000 for each regular monthly meeting of the board of directors attended in
2000. The annual fee will be the same for 2001 and the meeting fee will be
$1,100. Each director who is an active member of the Audit, Real Estate and/or
Personnel Committee also receives $100 for each committee meeting he attends.
Additionally, Gary L. Nalbandian received a salary of $98,000 in 2000 for
service as Chairman of the Board. Mr. Nalbandian also participated in Commerce's
Retirement Savings Plan (which is a 401K Salary Reduction Plan) and was covered
by Commerce's Medical Health Insurance Plan.
2001 Stock Option Plan for Non-Employee Directors
In 2000, the shareholders of Commerce adopted the 2001 Director's Stock
Option Plan.
A total of 105,000 shares (as adjusted for stock dividends) are subject to
the plan. Pursuant to the plan, we grant to each director an option to acquire
1,551 shares (as adjusted for stock dividends) on January 15 of each year. The
option price is generally the fair market value of the shares at the time we
grant the option. Options are not transferable other than by will or laws of
descent and distribution. A director can exercise the option only while a
director of Commerce or within three months after he or she stops serving as a
director. If a director dies within the option period, the director's estate may
exercise the option within three months of his or her death.
A director cannot exercise an option before the earlier of (i) one year
from the date we grant the option, or (ii) a "change in control" of Commerce (as
defined in the plan) occurs. Options expire ten years after the date of grant.
The number of shares subject to options and the option price will be
appropriately adjusted if the number of issued shares is decreased or increased
by changes in par value, a combination, stock dividend and the like.
Committees of the Board of Directors
The Board of Directors of Commerce has established four (4) committees:
o the Audit Committee;
o the Personnel Committee;
o the Real Estate Committee; and
o the Executive Committee.
We do not have a nomination committee but provide for the nomination of
directors as described under "ELECTION OF DIRECTORS OF COMMERCE" on page 3 of
this proxy statement.
6
The board of directors met twelve (12) times during 2000. With the
exception of Mr. Vernon W. Hill, II, no director attended fewer than 75% of the
total number of meetings of the board and committees on which he or she served.
Mr. Hill attended 44% of the meetings of the board and committees on which he
served.
Audit Committee
Members: Howell C. Mette Alan R. Hassman
Samir J. Srouji Douglas S. Gelder
Meetings: 4
Functions:
o Recommend to the board the hiring of the outside auditors;
o Review the audit of the books and financial statements of Commerce
and the Bank;
o Review and make recommendations to the board regarding the internal
auditor's report and the certified public accountants' audit report;
and
o Review examination reports by banking regulators.
Personnel Committee
Members: Howell C. Mette Alan R. Hassman
Vernon W. Hill, II Michael A. Serluco
Meetings: 1
Functions:
o Review all personnel policies, including the levels of compensation
of Commerce's and the Bank's officers and administers Commerce's
Employee Stock Option Plan.
Real Estate Committee
Members: Gary L. Nalbandian James T. Gibson
Samir J. Srouji Douglas S. Gelder
Meetings: 1
Functions:
o Review and approve certified real estate appraisers (residential and
commercial) retained by Commerce and the Bank; and
o Review and approve all potential branch site locations.
Executive Committee
Members: Howell C. Mette Vernon W. Hill, II
Gary L. Nalbandian James T. Gibson
Michael A. Serluco
Meetings: 3
Functions: Act between regular board meetings to approve loans.
7
Transactions with Officers and Directors
During 2000, the Bank had and expects to have in the future banking
transactions in the ordinary course of business with directors, officers, and
principal shareholders (and their associates) of Commerce, on the same terms,
including interest rates and collateral on loans as those prevailing at the same
time for comparable transactions with others. Management believes that these
loans present no more than the normal risk of collectibility or other
unfavorable features. The loans to these persons and companies amounted to less
than 3% of total loans outstanding at December 31, 2000.
As was previously indicated, Commerce Bancorp, Inc. ("Bancorp"), owns
9.01% of Commerce's common stock and 100% of Commerce's Series A preferred
stock. Bancorp, through its subsidiary, Commerce Bank, N.A., a national bank
located in Cherry Hill, New Jersey, provides various services to the Bank
including:
o maintaining the computer wide area network;
o loan review services;
o MAC/VISA card production;
o data processing;
o advertising support.
The Bank also pays insurance premiums and commissions to a subsidiary of
Bancorp.
The Bank paid approximately $414,000 to Bancorp for services provided
during 2000. Additionally, the Bank routinely sells loan participations to
Commerce Bank, N.A. and at December 31, 2000, approximately $11.6 million of
these participations were outstanding.
Vernon W. Hill, II, a director and 14.33% beneficial shareholder of
Commerce, is Chairman of the Board of Bancorp. In 2000, the Bank paid $76,000 to
a business owned by Mr. Hill's spouse for interior design services. Also in
2000, this business received commissions of approximately $54,000 on furniture
and facility purchases made directly by Commerce. The Bank leases land for one
of its branches from a limited partnership in which Mr. Hill is a 20% limited
partner. The Bank paid $50,000 on the land lease for 2000.
Howell C. Mette, a director and 2.72% beneficial shareholder of Commerce,
is a partner in the law firm of Mette, Evans and Woodside, which Commerce
retained during 2000, and intends to retain during 2001. The law firm received
professional fees totaling $137,000 in 2000.
The Bank leases land for a billboard from Michael A. Serluco, a director
and 3.70% beneficial shareholder of Commerce. The Bank paid $24,000 on the lease
during 2000.
The Bank paid commissions of $48,000 in 2000 for real estate services to a
company owned by Gary L. Nalbandian, the Chairman of the Board of Commerce and a
10.80% beneficial shareholder.
8
MANAGEMENT
Executive Officers
The following table shows name, age, position and the beneficial ownership
of common stock of Commerce of each executive officer and a former executive
officer of Commerce (determined in accordance with the rules and regulations of
the SEC). Share information is stated as of April 2, 2001:
Percent
Amount and Nature of of
Name and Age Title Beneficial Ownership 1 Outstanding Stock
------------ ----- -------------------- -----------------
James T. Gibson President 83,883 4.60%
Age 45 and Chief
Executive Officer of
Commerce and
the Bank
Mark A. Zody Executive 32,634 1.83%
Age 37 Vice President & CFO of
Commerce and the Bank
Rory G. Ritrievi Executive - *
Age 37 Vice President of
Commerce and the
Bank
David B. Skerpon Senior Vice 26 *
Age 40 President of the Bank
Paul N. Lackey2 Senior Vice 109 *
Age 60 President of the Bank
<FN>
__________
1 Includes currently exercisable options to acquire shares of Commerce
2 Mr. Lackey ceased employment with Commerce Bank on October 13, 2000
* Less than one percent
</FN>
9
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table is a summary of certain information concerning the
compensation during the last three fiscal years awarded or paid to, or earned by
Commerce's chief executive officer and each of Commerce's other four most highly
compensated executive officers during Commerce's last fiscal year.
Long Term
Annual Compensation Compensation
------------------------------ -------------
Stock
Other Underlying
Annual Securities All Other
Name and Compen- Option Compen-
Principal Position Year Salary Bonus sation Grant 2 sation 3
- ------------------ ---- ------- ------ ------- ------------ ---------
James T. Gibson 2000 $230,000 $30,000 - 10,500 $26,228
President & CEO 1999 200,000 25,000 - 7,717 24,257
of Commerce and 1998 175,000 30,000 - 6,945 23,028
the Bank
Mark A. Zody 2000 $100,000 $ 7,000 - 2,625 $ 5,338
Executive Vice 1999 90,000 13,000 - 3,858 5,537
President & CFO 1998 82,000 12,000 - 4,051 5,456
of Commerce
and the Bank
Rory G. Ritrievi 2000 $140,000 $10,000 $19,840 5 4,725 -
Executive Vice 1999 140,000 3 20,000 4 - - -
President of 1998 - - - - -
Commerce and
the Bank
David B. Skerpon 2000 $ 100,000 6 - - 2,625 -
Senior Vice 1999 - - - - -
President of 1998 - - - - -
the Bank
Paul N. Lackey 7 2000 $110,000 $ - - - $ -
Senior Vice 1999 104,000 2,500 - 2,625 817
President of 1998 100,000 2,000 - 882 -
the Bank
<FN>
__________
1 Adjusted to reflect the 5% common stock dividend paid on February 16,
2001.
2 Includes (a) life insurance premiums for (i) Mr. Gibson - $7,101 in 2000,
$7,085 in 1999 and $7,056 in 1998 and (ii) Mr. Zody - $2,343 in 2000, 1999
and in 1998; (b) long-term disability premiums for (i) Mr. Gibson - $4,172
in 2000, in 1999 and in 1998 and (ii) Mr. Zody - $1,689 in 2000, $1,618 in
1999 and $1,563 in 1998; and (c) contributions by Commerce to the 401(k)
Retirement Savings Plan for (i) Mr. Gibson - $1,955 in 2000, $2,400 in
1999 and in 1998; (ii) Mr. Zody - $1,306 in 2000, $1,576 in 1999 and
$1,550 in 1998; and (iii) Mr. Lackey - $817 in 1999; and (d) annual
retainer fee and monthly director meeting fees for Mr. Gibson of $13,000
in 2000, $10,600 in 1999, and $9,400 in 1998.
3 Mr. Ritrievi began employment with Commerce on November 22, 1999. This
figure represents his annualized salary.
4 Mr. Ritrievi was paid a $20,000 signing bonus in 1999.
5 Includes reimbursement for law school tuition for Mr. Ritrievi of $11,440
in 2000 and reimbursement for relocation expenses for Mr. Ritrievi of
$8,400 in 2000.
6 Mr. Skerpon began employment with Commerce on September 5, 2000. This
figure represents his annualized salary.
7 Mr. Lackey ceased employment with Commerce on October 13, 2000. This
figure represents his annualized salary.
</FN>
10
Employee Stock Options
In 1996, Commerce shareholders adopted the 1996 Employee Stock Option
Plan. The plan replaced the 1986 Incentive Stock Option Plan which expired
December 31, 1995. We reserved 255,560 shares of common stock for issuance under
the plan. The plan will expire on December 31, 2005. The plan allows us to grant
incentive stock options (ISO's) and nonqualified stock options (NQSO's). The
board of directors will fix the option price for options granted under the plan.
The option price for ISOs will not be less than the fair market value of the
stock at the date of grant. The option price for NQSOs may be less than 100% of
the fair market value of the stock at the date of grant. Options are generally
exercisable one year after the date of grant subject to the vesting schedule
outlined below, and expire ten years after the date of grant.
Optionees may exercise options only to the extent the options are vested.
Options vest based either on years of service or upon the period of time the
options have been issued, whichever is faster. The vesting schedule is as
follows:
Years of service:
o up to three (3) years of service - 25% vested;
o more than three (3) years but less that six (6) years of service -
50% vested;
o more than six (6) years but less than eight (8) years of service -
75% vested; and
o more than eight (8) years of service - 100% vested.
Period of time after grant:
o more than one (1) year but less than two (2) years - 25% vested;
o more than two (2) years but less than three (3) years - 50% vested;
o more than three (3) years but less than four (4) years - 75% vested;
and
o more than four (4) years - 100% vested.
The plan requires that we adjust the number of shares subject to options
and the option price to reflect changes in the number of outstanding shares
caused by events such as stock dividends and splits.
Stock Option Grants
The following table shows:
o the number of stock options granted to executive officers in 2000;
o the percentage which the executive's options bears in relation to
the total options granted to all employees during the year;
o the option exercise price;
o the expiration of the option; and
o the potential realizable value of the options assuming certain rates
of stock appreciation:
11
EXECUTIVE STOCK OPTION GRANTS
IN FISCAL YEAR 2000
Number of % of Total
Securities Options Exercise
Underlying Granted to or Base Grant
Options Employees in Price Date
Name Granted 1 Fiscal Year ($/Sh) 1 Expiration Date Value 2
------------------ ------------- -------------- -------- --------------- ------
James T. Gibson 10,500 14.84% $28.10 11-17-2010 $188,790
Mark A. Zody 2,625 3.71 28.10 11-17-2010 47,198
Rory G. Ritrievi 4,725 6.67 28.10 11-17-2010 78,152
David B. Skerpon 2,625 3.71 28.10 11-17-2010 43,418
<FN>
__________
1 Adjusted to reflect the 5% common stock dividend paid on February 16,
2001.
2 We used the Black-Scholes option pricing model to estimate the grant date
present value of the options. We are not endorsing the accuracy of this
model. All stock option valuation models, including the Black-Scholes
model, require a prediction about future stock prices. The assumptions
used in calculating the values shown above were expected volatility of
.476 a risk-free rate of return of 5.66%, weighted-average expected life
of ten years and no cash dividends. The real value of the options will
depend upon the actual performance of Commerce common stock during the
applicable period.
</FN>
Stock Option Exercises
The following table shows:
o all options exercised by each executive officer of Commerce during
2000;
o the number of shares acquired on exercise;
o the value realized by the executive officer upon exercise; and
o the number of exercisable and un-exercisable options outstanding for
each executive officer, and the value of those options, as of
December 31, 2000:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Value of
Number of Securities Unexercised
Underlying Unexercised In-the-Money
Shares Options at Options at
Acquired End Year 2000 2 End Year 2000 3
Name on Exercise Value Realized 1 Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ---------------- ----------- ------------- ----------- -------------
James T. Gibson 4,653 $91,964 65,807 10,500 $843,550 $ 0
Mark A. Zody 1,860 39,427 28,466 2,625 309,602 0
Rory G. Ritrievi - - - 4,725 - 0
David B. Skerpon - - - 2,625 - 0
<FN>
__________
1 Represents the number of shares acquired upon exercise multiplied by the
difference between the fair market value of Commerce's common stock on the
date of exercise less the exercise price paid by the executive officer.
2 Exercisable ISO's are fully vested. ISO's to vest in the future are
reported as unexercisable.
3 The dollar values were calculated by determining the difference between
the closing trading price of Commerce Common Stock at December 31, 2000,
which was $25.95 per share (adjusted for the 5% common stock dividend paid
on February 16, 2001), and the option price of each ISO as of December 31,
2000.
</FN>
12
REPORT OF THE PERSONNEL COMMITTEE
Only outside non-employee directors serve on the Personnel Committee. The
Personnel Committee reviews, and submits to the full board of directors for
approval, management's recommendations regarding officers and other employees
compensation.
We seek to attract and retain superior talent, reward performance and
align the interests of our executive officers with the long-term interests of
our shareholders. Our executive officers receive compensation packages
consisting of base salary, annual performance bonus, annual stock option grants
and various employee benefits including contributions under Commerce's 401(k)
Retirement Savings Plan. The Personnel Committee bases its recommendations for
compensation on objective factors and its subjective evaluation of the
individual's performance.
The Personnel Committee sets base salary levels for our executive officers
to be competitive with those offered by a peer group of institutions similar to
Commerce. In reviewing base salaries, the Personnel Committee also considers
individual experience and performance.
We award annual performance bonuses to provide direct cash incentives to
executive officers and other key employees. In evaluating Commerce's financial
performance, the Personnel Committee considers budgets set by the board as well
as the performance of a peer group of institutions similar to Commerce.
We award stock options to encourage officers and other key employees to
remain employed with Commerce by providing them with a long term interest in
Commerce's overall performance. In granting stock options, the Personnel
Committee considers prior stock option grants, the executive's level of
compensation and the executive's past contributions to Commerce.
James T. Gibson, President and CEO of Commerce and the Bank, received a
base salary of $230,000 in 2000. Mr. Gibson also received a performance bonus of
$30,000.
You can see more information about the compensation paid to Commerce's
executive officers in the Summary Compensation Table on page 10 of this proxy
statement.
PERSONNEL COMMITTEE
Alan R. Hassman
Howell C. Mette
Vernon W. Hill, II
Michael A. Serluco
Personnel Committee Interlocks and Insider Participation
Howell C. Mette is a partner in the firm of Mette, Evans and Woodside
which we retained during 2000 and which we intend to retain during 2001.
Vernon W. Hill, II is Chairman of the Board and President of Commerce
Bancorp, Inc. which provides various services to Commerce.
Michael A. Serluco owns a company which leased land to the Bank in 2000
for a billboard owned by Commerce.
You can see more information about these transactions under "Transactions
with Officers and Directors on page 8 of this proxy statement.
13
Financial Performance
The following graph shows the yearly percentage change in Commerce's
cumulative total shareholder return on its common stock from December 31, 1995
to December 31, 2000 compared with the cumulative total return of a NASDAQ
Regional Peer Bank Index and the NASDAQ Composite Market Index.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
Pennsylvania Commerce Bancorp, NASDAQ Regional Peer Bank Index,
NASDAQ Composite Market Index Year-End 1995 to Year-End 2000
[GRAPH OMITTED]
Return on Return on the Return on
NASDAQ NASDAQ Bank Index COBH Stock
1995 100% 100% 100%
1996 123% 126% 167%
1997 149% 206% 247%
1998 209% 182% 264%
1999 387% 168% 214%
2000 235% 192% 278%
SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Our directors and executive officers must file reports with the SEC
indicating:
o the number of shares of Commerce common stock they beneficially own;
and
o changes in their beneficial ownership.
To the best of our knowledge, our directors and executive officers filed
all required reports in 2000.
APPROVAL OF THE AMENDEMENT TO THE 1996 EMPLOYEE STOCK OPTION PLAN
In 1996, Commerce adopted, and the shareholders approved, the 1996 Employee
Stock Option Plan ("the Plan"). The board believes that in order to enable
Commerce to continue to attract and retain personnel of the highest caliber,
provide incentive for officers and key employees to continue to promote the
well-being of Commerce, it is in the best interest of Commerce and its
shareholders to provide to officers
14
and key employees, through the granting of stock options, the opportunity to
participate in the value and/or appreciation in value of Commerce's common
stock. The board has found that the grant of options under the Plan has proven
to be a valuable tool in attracting and retaining officers and key employees. It
believes that such authority, in view of the substantial growth of Commerce and
the need to continue to grow, should be expanded to increase the number of
options which may be granted under the Plan. The board believes that such
authority will provide Commerce with significant means to attract and retain
talented personnel and maintain current officers and key employees.
The Plan originally covered 100,000 authorized shares of Commerce common
stock ($1.00 par value) and in 1998 the shareholders approved an additional
100,000 authorized shares. The number of authorized shares covered by the Plan
has been adjusted to an aggregate total of 255,560 shares (as adjusted for all
stock dividends through April 2, 2001). Currently, only 12,428 shares are
available for issuance under the Plan.
The Plan is administered by the Directors of Commerce.
The Plan provides all options shall be granted at an option price not less
than 100% of the fair market value of the common stock on the date of the grant.
Any option granted may be exercised by an optionee at any time between the first
and tenth anniversaries of the date of grant of the option, except where limited
by the terms of the Plan with respect to death or other termination of
employment. The options are subject to a vesting schedule which is described on
page 11 of this Proxy Statement. At this time, the number of shares underlying
options to be received by executive officers and employees under the Plan is not
readily determinable. The number of options that were granted to executive
officers under the Plan in 2000 is set forth in the "Executive Stock Option
Grants" table on page 12.
The board of directors has approved, subject to approval by the
shareholders, an amendment to increase the number of shares issuable under the
Plan by 200,000 to provide sufficient shares to fund future awards.
The board of directors recommends that you vote "FOR" approval of the
Amendment to the Plan.
Tax Consequences - Generally
The following is a summary of federal income tax consequences pertaining
to Plan options. It is not intended to constitute a detailed analysis of tax
consequences. State and local tax consequences are not addressed.
Tax Consequences of Incentive Stock Options
If an employee is granted an ISO, exercises the ISO, and subsequently
holds stock received upon exercise of the ISO for at least one (1) year after
the stock was received and for at least two (2) years from the date the ISO was
granted, he or she will recognize no taxable income upon either the grant or the
exercise of the ISO. When the employee sells the stock, he or she will recognize
capital gain or capital loss equal to the difference between the sale price and
the option price.
The amount by which the fair market value of the stock at the time of the
exercise of the ISO exceeds the option price is a tax preference item, and may
result in the employee having to pay an alternative minimum tax. However, the
gain or loss from disposition of stock acquired pursuant to an ISO differs for
purposes of regular tax and minimum tax computations. For minimum tax purposes,
the basis of the stock is increased by the amount of the tax preference.
Commerce will not be entitled to a federal income tax deduction with
respect to the grant of an ISO or the issuance of stock upon exercise of the
ISO.
15
If the holder of an ISO fails to hold stock received upon exercise of the
ISO for the periods described above, he or she will recognize ordinary income in
the year he or she disposes of the stock in violation of the holding period
requirements. The income recognized will generally be the lesser of (i) the
excess of the fair market value of the stock on the date the ISO was exercised
over the option price, or (ii) the gain recognized on disposition of the stock.
Commerce will ordinarily be entitled to take a deduction for federal income tax
purposes equal to the ordinary income recognized by the employee for the year in
which the disposition occurs.
Tax Consequences of Non-Qualified Stock Options
If an employee is granted an NQSO under the Plan, he or she will generally
recognize no taxable income at the date the NQSO is granted. However, the
employee will usually recognize ordinary income at the time the employee
exercises the NQSO in an amount equal to the excess of the fair market value of
the stock on the date of the exercise over the option price. Commerce will be
entitled to a federal tax deduction in an amount equal to the ordinary income
recognized by the employee.
REPORT OF THE AUDIT COMMITTEE
The Board of Directors of Commerce has established an Audit Committee
composed of four directors, each of whom is independent as identified in the
National Association of Securities Dealers ("NASD") Exchange listing standards.
The Board of Directors has adopted a written charter for the Audit Committee and
a copy of the Charter is included as Appendix A to this Proxy Statement.
The Audit Committee (the "Committee") has reviewed and discussed the
Company's audited consolidated financial statements with management and with
Beard Miller Company LLP, Commerce's independent auditors for 2000. The
Committee has also discussed with Beard Miller Company LLP the matters required
to be discussed by Statement on Auditing Standards No. 61, Communication with
Audit Committees.
The Audit Committee has received from Beard Miller Company LLP the written
statements required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, and has discussed Beard Miller's independence
with them, and has considered the compatibility of nonaudit services with the
auditor's independence.
Based on the review and discussions referred to above, the Audit Committee has
recommended to the Board of Directors that the audited consolidated financial
statements be included in Commerce's Annual Report on Form 10-K for the year
ended December 31, 2000 for filing with the Securities and Exchange Commission.
AUDIT COMMITTEE
Howell C. Mette, Chairman
Douglas S. Gelder
Alan R. Hassman
Samir J. Srouji
OTHER BUSINESS
At the date of mailing of this proxy statement, we are not aware of any
business to be presented at the annual meeting other than the proposals
discussed above. If other proposals are properly brought before the meeting, any
proxies returned to us will be voted as the proxyholders see fit.
16
INDEPENDENT AUDITORS
Our independent auditors during 2000 were Beard Miller Company LLP, 320
East Market Street, Harrisburg, PA 17101. Based upon the recommendation of the
Audit Committee, the board of directors has selected Beard Miller Company LLP to
be our independent auditors for 2001. We expect a representative of Beard Miller
Company LLP to attend the annual meeting, to have the opportunity to make a
statement, if he or she so desires, and to be available to respond to
appropriate questions.
Audit Fees
Commerce was billed fees of approximately $53,000 to Beard Miller Company
LLP for the 2000 annual audit, including the audit of the consolidated financial
statements, required quarterly reviews and audits of consolidated subsidiaries.
Financial Information Systems Design and Implementation Fees
Beard Miller Company LLP did not provide any financial information systems
design and implementation services to Commerce during 2000 and therefore
Commerce did not pay fees to Beard Miller Company LLP for such services.
All Other Fees
Commerce was billed approximately $ 2,000 by Beard Miller Company LLP for
an accountants report on the student loan program as required by the U.S.
Department of Education and $4,000 for tax related services provided during
2000. The Audit Committee has considered the compatibility of nonaudit services
with the auditor's independence.
FORM 10-K ANNUAL REPORT
You can obtain a copy of the Commerce Form 10-K Annual Report for the year
ended December 31, 2000 at no charge by writing to:
Deborah Miller, Shareholder Relations
Pennsylvania Commerce Bancorp, Inc.
P.O. Box 8599
Camp Hill, PA 17001-8599
RETURN OF PROXY
You should sign, date and return the enclosed proxy card as soon as
possible whether or not you plan to attend the meeting in person. If you do
attend the meeting, you may then withdraw your proxy.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ JAMES T. GIBSON
JAMES T. GIBSON
President
Camp Hill, Pennsylvania
April 17, 2001
17
APPENDIX "A"
PENNSYLVANIA COMMERCE BANCORP, INC.
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
The Board of Directors shall elect the Audit Committee at the annual
reorganization meeting of Pennsylvania Commerce Bancorp and Commerce
Bank/Harrisburg, N.A. In accordance with the By-laws of the Corporation, the
Audit Committee is established as a subcommittee reporting periodically to the
Board of Directors. The Audit Committee shall be composed of no less than three
directors who are independent of management of the Corporation as outlined by
the Securities and Exchange Commission (SEC) and NASDAQ and are free of any
relationship that, in the opinion of the Board, would interfere with their
exercise of judgment as a committee member. At least one member will have had
past employment experience or other comparable experience or background in the
field of financial management.
The Audit Committee shall provide assistance to the Board in fulfilling
their responsibilities to the shareholders. Principally, these responsibilities
entail assessing the effectiveness of the internal control system over financial
reporting, reviewing adherence to policies / procedures and assuring the
safeguarding of all corporate assets. In so doing, it is the responsibility of
the Audit Committee to maintain open lines of communications between the Board
of Directors, external auditors, internal auditors and the senior management of
the Corporation.
In carrying out these responsibilities, the Audit Committee will:
1. Review and recommend to the Board the external auditors to be
selected to conduct the annual audit of the financial records of the
Corporation. Review audit and consulting fees of the external
auditors.
2. Meet with the external auditors and financial management of the
Corporation to review the scope of the annual audit for the current
year and at the conclusion thereof review such audit findings. This
review will include both the external auditor's recommendations and
the related management response.
3. Review with the external auditors and corporate management the
adequacy and effectiveness of the internal financial and accounting
controls of the Corporation and elicit any recommendations that they
may have for the improvement of such control procedures. Particular
attention should be given to the adequacy for such controls to
expose any payments, transactions or other procedures, which might
be deemed illegal or otherwise improper. Further, the Audit
Committee should periodically review corporate policy statements in
terms of their adequately representing the Company's Code of Conduct
and Business Ethics Policy.
4. Review and disclose the required information in the annual proxy
statement as outlined by the SEC.
5. Review and recommend to the Board the appointment of a competent
outsourcing vendor for internal audit service and / or in-house
staff.
6. Review and approve the internal audit department's proposed audit
schedule for the coming year and the coordination of such programs
with the external auditors' year-end requirements. Particular
attention should be given to maintaining the best effective balance
between external and internal auditing resources.
A-1
7. Monitor the activities of the internal audit department and ensure
that the internal audit department adequately discharges
responsibilities for the examination, review and reporting to the
audit committee that:
a. Internal accounting and financial controls for the various
areas are adequate and efficient and can be relied upon to
produce accurate financial information.
b. Internal controls adequately safeguard the assets of the
Corporation.
c. Financial records of the operational areas are complete and
accurate and are in conformity with corporate policy,
generally accepted accounting principles and requirements of
the various regulatory bodies.
d. Operational areas are in compliance with FDIC, FRB and all
other Federal and State laws and regulations.
e. Control over the development, maintenance and operation of EDP
systems are sufficient to ensure the accuracy, security and
completeness of data processing results.
8. Prior to each periodic meeting, the Audit Committee will be provided
a report prepared by Internal Audit, which outlines the findings of
all audit engagements completed during the period.
9. Review all reports on examinations made by the various regulatory
agencies and evaluate management's responses to them.
10. Minutes of the Audit Committee meeting shall be submitted to the
Board of Directors at the next regular Board meeting.
The foregoing list of functions is not intended to limit the Committee in
fulfilling its responsibilities, but rather is intended to provide an overview
of the principal duties to be performed by the Committee.
In performance of its duties, the Committee shall meet at least 4 times
per year and have full use of the Bank's internal audit resources and engage if
necessary, at the bank's expense, independent counsel to advise the Committee in
discharging its duties.
A-2
1996 EMPLOYEE STOCK OPTION PLAN OF PENNSYLVANIA COMMERCE BANCORP, INC. 1, as
amended by the Board of Directors at its meeting on April 20, 2001, subject to
the approval of the shareholders at the annual meeting on May 18, 2001
1. Purpose of Plan
---------------
The purpose of this Plan is to enable Pennsylvania Commerce Bancorp, Inc.
(hereinafter referred to as "Commerce") to continue to compete
successfully in attracting and retaining key employees with outstanding
abilities by making it possible for them to purchase shares of Commerce's
Common Stock on terms which will give them a more direct and continuing
interest in the future success of Commerce.
2. Definitions
-----------
"Commerce" means Pennsylvania Commerce Bancorp, Inc., a Pennsylvania
corporation and bank holding company.
"Board" means the Board of Directors of Commerce.
"Committee" means a committee established by the Board. The Committee
shall consist of three or more members of the Board. No member of the
Committee may receive Options under the Plan. The Personnel Committee may
be the Committee if it meets these qualifications.
"Employees" means employees, including officers, regularly employed on a
salary basis by Commerce. "Employment with Commerce", or words to that
effect, shall include employment by any subsidiary or affiliate of
Commerce.
"Fair Market Value" of a share of Commerce's Common Stock shall mean its
closing sale price on the principal stock exchange on which the stock is
traded on the date as of which the value is being determined. If there is
no reported sale on that date, the Fair Market Value shall be the closing
sale on the next preceding day for which a sale was reported. However, the
Committee, in the good faith exercise of its discretion, may determine
that the closing sale price does not reflect the true Fair Market Value of
a share of Common Stock. If it so determines, the Fair Market Value shall
be the average closing sale price on the principal stock exchange on which
Commerce's Common Stock is traded during the twenty (20) day period
immediately preceding the date on which Fair Market Value is being
determined.
"ISO" means an incentive stock option described in Section 422 of the
Internal Revenue Code of 1986, as amended.
"NQSO" means a stock option which is not described in Section 422 of the
Internal Revenue Code of 1986, as amended.
"Option" means an option, either in the form of an ISO or NQSO, granted in
accordance with the terms of this Plan.
"Optionee" means a person to whom an option has been granted under this
Plan which has not expired or been fully exercised or surrendered.
"Shares" means shares of Common Stock of Commerce.
3. Limits on Number of Shares
The total number of Shares for which Options may be granted under this
Plan shall not exceed in the aggregate 465,560 Shares. This number shall
__________
1 At the time this Plan was first adopted in 1996, the Plan sponsor was Commerce
Bank/Harrisburg, N.A. ("Bank"). Since 1996, the Bank has been succeeded for
purposes of this Plan by Pennsylvania Commerce Bancorp, Inc.
be appropriately adjusted if the number of issued Shares shall be
increased or reduced by change in par value, combination, or split-up,
reclassification, distribution of a dividend payable in stock, or the
like. Shares covered by Options which have expired or which have been
surrendered may again be optioned under this Plan. Options may be granted
in the form of ISOs or NQSOs.
4. Adjustment of Options
---------------------
The number of Shares optioned from time to time to individual Optionees
under the Plan, and the Option prices therefore, shall be appropriately
adjusted to reflect any changes in par value, combination, split-up,
reclassification, distribution of dividend payable in stock, or the like.
5. Granting of Options
-------------------
The Board, or if the Board so determines, the Committee, is authorized to
grant Options to selected employees pursuant to this Plan during the
calendar year 1996 and in any calendar year thereafter to December 31,
2005. The number of Shares, if any, optioned in each year, the employees
to whom Options are granted, and the number of Shares optioned to each
employee selected shall be wholly within the discretion of the Board or
the Committee. The Board may grant both ISOs and NQSOs to the same
employee. Board action on Options and administration of this Plan shall be
only upon the advice and recommendation of the Committee if the Board has
appointed a Committee.
6. Terms of ISOs
-------------
ISOs granted under this Plan shall contain the following terms:
(a) The ISO price shall be fixed by the Board or the Committee but shall
in no event be less than 100% of the fair market value of the Shares
subject to the ISO on the date the ISO is granted. The ISO price, in
the case of an Optionee who, at the time the Option is granted, owns
more than 10% of the outstanding Shares of Commerce's Common Stock
shall be at least 110% of the fair market value of the Shares
subject to the ISO on the date the ISO is granted.
(b) ISOs shall not be transferable otherwise than by will or by the laws
of descent and distribution. No ISO shall be subject, in whole or in
part, to attachment, execution or levy of any kind.
(c) Each ISO shall expire and all rights under the ISO shall end at the
expiration of the exercise period for the ISO, which shall not be
more than ten years after the date on which it was granted.
Provided, however, that in the case of an Optionee who, at the time
the Option is granted, owns more than 10% of the outstanding shares
of Commerce's Common Stock, ISOs shall expire no more than five
years after the date on which the ISO was granted.
(d) ISOs shall be exercisable only by the Optionee during the Optionee's
lifetime. ISOs may be exercised only while employed by Commerce or
within (i) three years after retirement, or (ii) three months after
termination of employment (but in any event not later than the end
of the period fixed by the Board or the Committee of the Board in
accordance with the provisions of paragraph (c) of Section 6. An ISO
is exercisable by retired or terminated Optionees only to the extent
the ISO was exercisable by the Optionee on the last day of his or
her employment with Commerce. For purposes of this paragraph (d),
retirement shall mean termination of employment by an Optionee who
has attained age 62. If an Optionee retires due to disability, the
ISOs granted to the Optionee shall be exercisable within 12 months
of the date of retirement (but in any event not later than the end
of the period fixed by the Board or the Committee of the Board in
accordance with the provisions of paragraph (c) of this Section 6.
(e) If an Optionee dies within a period during which an ISO could have
been exercised by the Optionee, the ISO may be exercised within
three years after the Optionee's death (but not later than the end
of the period fixed by the Board or the Committee of the Board in
accordance with the provisions of paragraph (c) of this Section 6)
by those entitled under the Optionee's will or the laws of descent
and distribution, but only if and to the extent the ISO was
exercisable by the Optionee immediately prior to the Optionee's
death.
(f) If Optionee's employment with Commerce is terminated by Commerce for
the misconduct of Optionee, all ISOs granted to the Optionee prior
to termination shall be forfeited by Optionee and rendered
unexercisable.
(g) ISOs may be exercised in whole or in part from time to time, subject
to the provisions of this Plan and to such additional or different
terms regarding the exercise of the ISOs as the Board or the
Committee of the Board may fix at the time of grant.
(h) ISOs shall not be granted to any individual pursuant to this Plan,
the effect of which would be to permit that individual first to
exercise ISOs, in any calendar year, for the purchase of Shares
having a fair market value in excess of $100,000 (determined at the
time of the grant of the ISOs.) Any Optionee may exercise ISOs for
the purchase of Shares valued in excess of $100,000 (determined at
the grant of the ISOs) in any calendar year, but only if the right
to exercise the ISOs shall have first become available in prior
calendar years.
7. Terms of NQSOs.
--------------
NQSOs granted under this Plan shall contain the following terms:
(a) The NQSO price shall be fixed by the Board or the Committee, and may
be less than 100% of the fair market of the Shares subject to the
NQSO on the date the NQSO is granted.
(b) NQSOs shall not be transferable otherwise than by will or by the
laws of descent and distribution. No NQSO shall be subject, in whole
or in part, to attachment, execution or levy of any kind.
(c) Each NQSO shall expire and all rights under the NQSO shall end at
the expiration of the exercise period for the NQSO, which shall not
be more than ten years after the date on which it was granted. The
Board or the Committee shall establish the exercise period for each
NQSO, subject in all cases to paragraphs (d), (e) and (f) of this
Section 7.
(d) NQSOs shall be exercisable only by the Optionee during the
Optionee's lifetime. NQSOs may be exercised only while employed by
Commerce or within (i) three years after retirement, or (ii) three
months after termination of employment (but in any event not later
than the end of the period fixed by the Board or the Committee of
the Board in accordance with the provisions of paragraph (c) of
Section 7). An NQSO is exercisable by retired or terminated
Optionees only to the extent the NQSO was exercisable by the
Optionee on the last day of his or her employment with Commerce. For
purposes of this paragraph (d), retirement shall mean termination of
employment by an Optionee who has attained age 62. If an Optionee
retires due to disability, the NQSOs granted to the Optionee shall
be exercisable within 12 months of the date of retirement (but in
any event not later than the end of the period fixed by the Board or
the Committee of the Board in accordance with the provisions of
paragraph (c) of this Section 7).
(e) If an Optionee dies within a period during which an NQSO could have
been exercised by the Optionee, the NQSO may be exercised within
three years after the Optionee's death (but not later than the end
of the period fixed by the Board or the Committee of the Board in
accordance with the provisions of paragraph (c) of this Section 7)
by those entitled under the Optionee's will or the laws of descent
and distribution, but only if and to the extent the NQSO was
exercisable by the Optionee immediately prior to the Optionee's
death.
(f) If Optionee's employment with Commerce is terminated by Commerce for
the misconduct of Optionee, all NQSOs granted to the Optionee prior
to termination shall be forfeited by Optionee and rendered
unexercisable.
(g) NQSOs may be exercised in whole or in part from time to time,
subject to the provisions of this Plan and to such additional or
different terms regarding the exercise of the NQSOs as the Board or
the Committee of the Board may fix at the time of grant.
8. Vesting of Options
------------------
No Option granted under this Plan may be exercised within one year from
the date of the grant of the Option. Options held more than one year may
be exercised based upon years of service or upon the Option holding
period, whichever is sooner, pursuant to the following schedule:
Years of Service Percent Vested
---------------- --------------
Less than 3 years 25%
More than 3 years and less than 6 years 50
More than 6 years and less than 8 years 75
More than 8 years 100
Option Holding Period Percent Vested
--------------------- --------------
Less than 1 year 0%
More than 1 year and less than 2 years 25
More than 2 years and less than 3 years 50
More than 3 years and less than 4 years 75
More than 4 years 100
9. Exercise Eligibility Period Following Termination of Employment
---------------------------------------------------------------
Options granted under this Plan less than one year prior to date of
termination of employment are not exercisable under any circumstances.
Options granted at least one year prior to termination of employment must
be exercised prior to the expiration date of the Option and within the
period set forth below depending upon the reason for termination:
Exercise Eligibility
Options Eligible Period for Option
Termination Reason for Exercise Tax Treatment
------------------ -------------- ----------------------
Retirement 100% of outstanding 3 years from
Options retirement date
Death while employed 100% of outstanding 3 years from
Options date of death
Total & permanent 100% of outstanding 1 year from term-
disability Options ination date
Misconduct None Not applicable
Any other reason Any Option 100% vest- 3 months from
ed plus the vested termination date
portion of the next
oldest Option
10. Reorganization of Commerce
--------------------------
In the event that Commerce is succeeded by another corporation or bank in
a reorganization, merger, consolidation, acquisition of property or stock,
separation or liquidation, the successor corporation or bank shall assume
the outstanding Options granted under this Plan or shall substitute new
Options for them.
11. Delivery of Shares
------------------
No Shares shall be delivered upon the exercise of an Option until the
Option price has been paid in full in cash or, at the discretion of the
Board or the Committee, in whole or in part in Commerce's Common Stock
owned by the Optionee valued at fair market value on the date of exercise.
If required by the Board, no Shares will be delivered upon the exercise of
an Option until the Optionee has given Commerce a satisfactory written
statement that he is purchasing the Shares for investment and not with a
view to the sale or distribution of Shares.
12. Continuation of Employment
--------------------------
Neither this Plan nor any Option granted under this Plan shall confer upon
any employee any right to continue in the employ of Commerce or limit in
any respect the right of Commerce or to terminate the employee's
employment at any time.
13. Administration
--------------
The Board or the Committee may make rules and regulations and establish
procedures as it deems appropriate for the administration of this Plan. In
the event of a disagreement as to the interpretation of this Plan, any
amendment thereto, any rule, regulation or procedure thereunder, or as to
any right or obligation arising from or related to this Plan, the decision
of the Board or the Committee shall be final and binding upon all persons
in interest, including Commerce, Optionees, and shareholders of Commerce.
14. Reservation of Shares
---------------------
Shares delivered upon the exercise of an Option shall, in the discretion
of the Board or the Committee, be either authorized but unissued Shares,
or previously issued Shares acquired by Commerce through purchase in the
open market or otherwise, or a combination of both. Commerce shall be
under no obligation to reserve or to retain in its treasury any particular
number of Shares at any time, and no particular Shares, whether unissued
or held as treasury Shares, shall be identified as those optioned under
this Plan.
15. Amendment of Plan
-----------------
The Board without further action by the shareholders may amend this Plan
from time to time as it deems desirable. However, no amendment shall
increase the maximum number of Shares for which Options may be granted,
reduce the minimum Option price, extend the maximum Option period, or
permit the granting of Options after December 31, 2005.
16. Termination of the Plan
-----------------------
The Board may, in its discretion, terminate this Plan at any time prior to
December 31, 2005. Termination of the Plan shall not deprive Optionees of
Options granted prior to termination of the Plan.
17. Effective Date - Shareholder Approval
-------------------------------------
This Plan shall become effective as of January 2, 1996, and Options may be
granted at any time on or after that date. However, no Option may be
exercised unless this Plan is approved by a vote of the holders of a
majority of the outstanding Shares of Commerce's Common Stock at a meeting
of shareholders of Commerce held within twelve months after January 2,
1996.
PROXY
PENNSYLVANIA COMMERCE BANCORP, INC.
100 Senate Avenue, Camp Hill, PA 17011
Telephone: (717) 975-5630
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF PENNSYLVANIA COMMERCE BANCORP, INC.
The undersigned hereby appoints Alan R. Hassman and Douglas S. Gelder as
Proxies, each with the power to appoint his substitute, and authorizes them to
represent and vote, as designated below, all the shares of common stock of
Pennsylvania Commerce Bancorp, Inc. held of record by the undersigned on April
2, 2001 at the Annual Meeting of Shareholders to be held on May 18, 2001.
1. ELECTION OF DIRECTORS:
[ ] For all Nominees Listed Below [ ] Withhold Authority
(except as indicated below)
Gary L. Nalbandian, Vernon W. Hill, II, Douglas S. Gelder, Alan R.
Hassman, Michael A. Serluco, Howell C. Mette, Samir J. Srouji, M.D., James
T. Gibson, James R. Adair
INSTRUCTION: To withhold authority to vote for any individual nominee(s),
write that nominee's name(s) in the space immediately below.
---------------------------------------------------------------
2. AMENDMENT TO 1996 EMPLOYEES STOCK OPTION PLAN
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. OTHER BUSINESS:
Take action on other business which may properly come before the meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued and to be signed on the other side.)
The shares represented by this proxy will be voted as specified. If no
specification or direction is made, they will be voted for the election of the
directors, for the Amendment to Employees Stock Option Plan and for any other
business in accordance with the recommendations of management. This proxy may be
revoked prior to its exercise.
Dated this _____ day of ______________, 2001.
_____________________________________________
Signature (SEAL)
_____________________________________________
Signature (SEAL)
When shares are held by joint tenants, both
should sign. If signing as attorney,
executor, administrator, trustee, guardian,
custodian, corporate official or in any other
fiduciary or representative capacity, please
give your full title as such.
Please sign your name exactly as it appears on this proxy, and mark, date
and return this proxy as soon as possible in the enclosed envelope.
No postage is necessary if mailed in the United States in the enclosed
self-addressed envelope.