EXHIBIT 10.11
CAROLINA FIRST CORPORATION
LONG-TERM MANAGEMENT PERFORMANCE PLAN
I. PURPOSE
This Long-Term Management Performance Plan is designed to
aid the Compensation Committee of the Board of Directors of
Carolina First Corporation in determining appropriate levels of
bonus compensation for certain key employees of the Company based
on the long-term performance of the Company. The purpose of such
long-term incentive bonus compensation is to recognize and reward
those key employees of the Company who contribute substantially
to the achievement of long-term, strategic objectives of the
Company and to aid in attracting and retaining key management
talent.
II. DEFINITIONS
The following terms have the following meanings as used in
the Plan:
Award means incentive compensation award hereunder
authorized by the Committee for payment to a Participant.
Base Number shall have the meaning ascribed to such term in
Section VII hereof.
Base Salary shall mean the base cash compensation paid to a
Participant by the Company or a Subsidiary during a particular
fiscal year, which compensation shall be fixed and not contingent
upon anything but continued employment. Base Salary shall not
include matching amounts paid by the Company under any employee
benefit plan.
Beneficiary means the beneficiary or beneficiaries
designated to the Company in writing by a Participant to receive
any benefit payable hereunder after his death. If a Participant
shall not so designate a beneficiary, his estate shall be his
beneficiary.
Board means the Board of Directors of the Company.
CEO means the Chief Executive Officer of the Company.
Committee means all members of the Compensation Committee of
the Board who are "disinterested persons" (as defined in Rule
16b-3 promulgated under the Securities Exchange Act of 1934, as
amended, or any applicable successor rule or regulation).
Company means Carolina First Corporation and, where the
context so requires, any Subsidiary, having an employee who has
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been designated as a Participant for any specific Performance
Cycle.
Group shall have the meaning ascribed to such term in
Section IV hereof.
Participant means an employee of the Company (or Subsidiary)
who has been designated by the Committee as eligible to receive
an Award for a specific Performance Cycle.
Performance Cycle means the three-year period of time within
which performance is measured for the purposes of determining
whether an Award has been earned.
Performance Goals means the performance goals as determined
by the Committee for a specific Performance Cycle and set forth
on an exhibit attached hereto, which Performance Goals may be
amended and reweighted in the discretion of the Committee at the
beginning of each Performance Cycle or as otherwise specifically
provided for herein.
Points means the "points" described in Section VI hereof.
Plan means this Long-Term Management Performance Plan.
Subsidiary means a corporation or enterprise at least 50% of
whose stock is owned by the Company at the time of election of
participation and payment of an award under this Plan.
III. ADMINISTRATION
Subject to express contrary provisions of law or the Plan,
the Plan will be administered by the Committee. The Committee
shall have full power and authority to (i) establish, revise and
approve the Performance Goals for the Company, (ii) interpret all
terms and provisions of the Plan, (iii) adopt, amend and rescind
general and special rules and regulations for the Plan's
administration and (iv) make all other determinations necessary
or advisable for the administration of this Plan. The Committee
shall act at any meeting by a majority of its members or by the
unanimous written consent of its members. Any document signed by
the chairman of the Committee in the name of the Committee shall
be presumed to have been authorized by the Committee.
All actions taken by the Committee under the Plan shall be
final, conclusive and binding upon the Company, the shareholders,
the employees of the Company, and any person having any interest
in the Plan.
No member of the Board or Committee shall be liable for any
act or omission in connection with the execution of his duties or
the exercise of his discretion under the Plan, except when such
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acts or omissions represent gross negligence or willful
misconduct. To the extent permitted by the Company's bylaws and
applicable law, the Company shall defend and hold harmless each
such person from any and all claims, losses, damages, expenses
(including counsel fees) and liabilities (including any amounts
paid in settlement with the approval of the Board of Directors)
arising from any act or omission with respect to the Plan, except
when such acts or omissions represent gross negligence or willful
misconduct.
IV. ELIGIBILITY
Eligibility to participate in the Plan shall be restricted
to those Company employees who, by reason of their positions and
performance, are expected to contribute substantially to the
long-term success of the Company during the Performance Cycle for
which they are selected. Company Directors who are not employees
of the Company are not eligible to receive Awards under the Plan.
Prior to commencement of each Performance Cycle, the CEO shall
submit to the Committee his recommendations as to which employees
shall be Participants. The Committee shall approve or disapprove
each such recommendation prior to the commencement of the
Performance Cycle. The CEO may recommend, and the Committee may
approve, as a Participant a person who is hired during a
Performance Cycle.
The Committee, in its discretion, shall place each
Participant in one of three Groups. In general, and subject to
the Committee's discretion, the Groups will be comprised as
follows:
Group 1: CEO and certain Executive Vice Presidents
Group 2: Certain Executive Vice Presidents, Senior Vice
Presidents, Subsidiary Presidents and Division
Heads
Group 3: Key Managers, Department Heads
V. PERFORMANCE CYCLES AND DETERMINATION OF PERFORMANCE GOALS
The Plan shall have four Performance Cycles, the first
beginning in fiscal 1993 and continuing through fiscal 1995, the
second beginning in fiscal 1995 and continuing through fiscal
1997, the third beginning in fiscal 1997 and continuing through
fiscal 1999, and the fourth beginning in fiscal 1999 and
continuing through fiscal 2001.
Within the first two months of each Performance Cycle, the
Committee shall determine all Performance Goals, the relevant
weightings of each such Performance Goal, and the applicability
of various Performance Goals to the various Groups. Such
Performance Goals shall be set forth in writing and attached
hereto as an exhibit. The Committee may establish different
Performance Goals
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(and different weightings) for each Performance
Cycle.
The Performance Goals applicable to a particular Participant
shall be communicated in writing to each Participant within such
first two months of the Performance Cycle.
In the event that during a Performance Cycle, the Committee
determines that an extraordinary and material change has occurred
in the business, operations, corporate or capital structure of
the Company, or the manner in which it conducts its business, and
determines that the established Performance Goals are no longer
suitable for such Performance Cycle, the Committee may modify
such Performance Goals, in whole or in part, as it deems
appropriate and equitable, subject to compliance with applicable
law.
VI. POINTS EARNED
Each Participant shall earn Points, which shall be used in
computing any Award. If a Participant meets all of his
Performance Goals exactly, he shall earn 100 Points. Points will
be earned by a Participant on a graduated basis, based upon the
percentage of a given Performance Goal that was met. The
percentage of a given Performance Goal that was met shall be
multiplied by the number of Points designated for such
Performance Goal. However, in order for a Participant to earn
any Points for a Performance Goal, 85% or more of such
Performance Goal must be met. The total number of Points for a
Participant shall be the sum of all such Performance Goal Points
which have been earned.
For example: If 90% of a Group 1 Participant's EPS
Performance Goal is met (under the weighted Performance Goals set
forth below), he would earn 54 Points (90% x 60 Points). If 110%
of a Group 1 Participant's EPS Performance Goal is met (under the
weighted Performance Goals set forth below), he would earn 66
Points (110% x 60 Points).
Performance Goal Points
EPS 60
Market Share 15
NPA/TL 15
NIE-NII/AA 10
Total 100
Notwithstanding the foregoing, for Participants who have an
EPS Performance Goal among their criteria, unless at least 85% of
the EPS Performance Goal is met, no Points shall be earned, and
no Award shall be made under this Plan to such Participants.
VII. AMOUNTS AND COMPOSITION OF AWARDS
A Participant's Award, if any, shall be computed, as
provided below, based upon (i) his number of Points and (ii) his
Base
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Number.
A Group 1 Participant's Base Number shall be equal to 100%
of his Base Salary in year 3 of the relevant Performance Cycle.
A Group 2 Participant's Base Number shall be equal to 80% of his
Base Salary in year 3 of the relevant Performance Cycle. A Group
3 Participant's Base Number shall be equal to 70% of his Base
Salary in year 3 of the relevant Performance Cycle.
Participants shall receive Awards in accordance with the
following schedule:
Below 85 Points No Award
85 to 99 Points 25% of Base Number plus
5% of Base Number for each
Point in excess of 85
100 to 125 Points 100% of Base Number plus
1% of Base Number for each
Point in excess of 100
Above 125 Points 125% of Base Number plus
1.5% of Base Salary for each
Point in excess of 125
Once earned, an Award shall be paid in the form of
Nonqualified Stock Options, Restricted Stock and Cash in the
following percentages:
Nonqualified Restricted
Participant Stock Options Stock Cash
Group 1 50% 25% 25%
Group 2 50% 25% 25%
Group 3 25% 50% 25%
Nonqualified stock options shall be granted pursuant to and
in accordance with the Company's Amended and Restated Stock
Option Plan. It is contemplated that such options shall have a
duration of ten years from the date of grant, and that one-third
of such stock options shall be exercisable on each of the first
three anniversaries of the grant thereof. For purposes of this
Plan, the "value" of such stock options will be their aggregate
exercise price. (For example, if a Group 1 Participant is
entitled to receive an Award of $30,000 and the fair market value
of the Company's Common Stock is $15 per share, the Group 1
Participant shall be granted options to purchase 1,000 shares at
an exercise price of $15 in order to receive 50% of his Award in
stock options).
Restricted Stock shall be granted pursuant to and in
accordance with the Company's Amended and Restated Restricted
Stock
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Agreement Plan. It is contemplated that such restricted
stock shall be granted for nominal consideration and shall vest
one-third on each of the first three anniversaries of the grant
thereof.
VIII. DETERMINATION AND PAYMENT OF AWARDS
Promptly after the conclusion of each Performance Cycle, the
Committee shall review the performance of each Participant with
respect to his Performance Goals and shall make final
determinations as to the Awards, if any, which shall be payable
hereunder. Awards shall be prorated to reflect a Participant's
hire date in the case of a Participant was not employed during an
entire Performance Cycle.
All such determinations shall be final, conclusive and
binding upon the Company, the shareholders, the employees of the
Company, and any person having any interest in the Plan.
The Company shall pay all Awards that have been finally
approved as soon as possible following the date of which the
independent public accountants of the Company sign their report
on the financial statements of the Company for the relevant
Performance Cycle. No special or separate fund shall be
established, and no segregation of assets shall be made to assure
payment of any Award.
IX. WITHHOLDING
The Company shall have the right to deduct and withhold all
sums required to be withheld by federal, state, local or other
tax authorities with respect to the payment of any Award. There
is no obligation that any Participant be advised of the existence
of any such tax prior to the date of payment.
X. TERMINATION OF EMPLOYMENT
In the event of the death, disability or retirement of an
Participant during a Performance Cycle, the Committee may, in its
sole discretion, grant a pro rata Award at the end of such
Performance Cycle. Any such Award shall be paid to the
Participant or his/her Beneficiary, as appropriate. In the event
of termination of the employment of a Participant during a
Performance Cycle for any reason other than death, disability or
retirement, no Award shall be payable. In the event of the
death, disability or retirement of an Participant after the end
of a Performance Cycle, but prior to payment of an Award, such
shall be paid to the Participant or his/her Beneficiary, as
applicable.
XI. RIGHTS OF PARTICIPANTS AND BENEFICIARIES
Notwithstanding any other provision herein to the contrary,
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nothing in the Plan shall be deemed to give any Participant, or
his legal representative or assigns, or any other person or
entity claiming under or through an Participant, the right to
receive an Award under the Plan until such Award has granted in
writing to the Participant by the Committee.
Neither any Participant nor any other person shall have,
under any circumstances, any interest whatsoever, vested or
contingent, in any assets of the Company, or in any share or
shares of capital stock of the Company, by virtue of any Award of
any unpaid portion thereof.
GRANT OF AN AWARD TO A PARTICIPANT UNDER THIS PLAN SHALL NOT
BE CONSTRUED AS CONSTITUTING A COMMITMENT, GUARANTEE, AGREEMENT
OR UNDERSTANDING OF ANY KIND THAT THE COMPANY SHALL CONTINUE TO
EMPLOY SUCH EMPLOYEE DURING ANY PERFORMANCE CYCLE, OR THAT SUCH
EMPLOYEE WILL BE SELECTED AS AN PARTICIPANT FOR ANY SUBSEQUENT
PERFORMANCE CYCLE. SPECIFICALLY, THIS PLAN DOES NOT ALTER THE
AT-WILL STATUS OF ANY COMPANY EMPLOYEE.
The Company shall not be liable for the debts, contracts or
engagements of any Participant or any Beneficiary. Rights to
cash payments under this Plan may not be taken in execution by
levy, attachment or garnishment, or by any other legal or
equitable proceeding, while in the hands of the Company, nor
shall any Participant or any Beneficiary have any right to
assign, grant a security interest in, pledge or hypothecate any
Award or expectation of receiving an Award.
If the Company is to be consolidated or merged with another
corporation and the Company's directors do not constitute a
majority of the directors of the surviving company, each Award
hereunder, which at the time of such consolidation or merger is
not yet payable or is unpaid, shall be paid (either in full or on
a pro rata basis at the Committee's discretion) prior to the
effective date of such merger or consolidation.
XII. AMENDMENT AND TERMINATION OF PLAN
Subject to applicable law (including the regulations of
Section 16 of the Securities Exchange Act of 1934, as amended),
the Plan may be amended or terminated at any time by the Board of
Directors or the Committee, provided such amendment or
termination may not effect any Awards which have been granted.
XIII. EFFECTIVE DATE
The Plan shall become effective as to Performance Cycles
commencing on or after January 1, 1993 and shall remain in effect
until January 1, 2002, unless terminated earlier by the Board;
provided, however, that no action taken pursuant hereto which
involves the issuance of equity securities shall be effective
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unless and until any requisite shareholder approval shall have
been received.
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EXHIBIT A
Performance Goals and Weighted Criteria (1994)
This Exhibit A to the Long-Term Management Performance Plan (the
"Plan") sets forth the Performance Goals and their respective weights
for each of Groups 1, 2 and 3 for the Performance Cycle beginning
January 1, 1993 and ending December 31, 1995. Terms used herein, which
are defined in the Plan shall have the same meaning as in the Plan.
Section 1. Definitions. The following terms shall have the
following meanings.
EPS means primary earnings per common share.
Market Share means the Company's deposit market share stated as a
percentage of the total deposit market on a statewide basis.
NIE-NII/AA means the Company's non-interest expenses minus
noninterest income divided by average assets.
NPA/TL means Nonperforming Assets as a percentage of Total Loans.
Section 2. Performance Goals. The following are the Performance
Goals for the Company for the Performance Cycle beginning January 1,
1993.
EPS-- Achievement of a 25% compounded annual growth rate.
Market Share-- To represent 4% of statewide deposits on June 30, 1995.
NIE-NII/AA-- To . .
NPA/TL-- To reduce NPA/TL an average of 5% per year for each of
the fiscal years 1993, 1994 and 1995.
Section 3. Relevant Weightings of Performance Goals per Group.
The tables below set forth the relevant Performance Goals and the
weightings of each such Goal for each Group for the Performance Cycle
beginning January 1, 1993.
GROUP 1 GROUP 2 and GROUP 3
100% of Performance Goal Points 100% of Performance Goal Points
EPS 60 EPS 50
Market Share 15 Market Share 25
NPA/TL 15 NPA/TL 15
NIE-NII/AA 10 NIE-NII/AA 10
Total 100 Total 100
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