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. N/A )
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box: |_| Confidential, for Use of
|_| Preliminary proxy statement the Commission Only (as
|X| Definitive proxy statement permitted by Rule
|_| Definitive additional materials 14a-6(e)(2)
|_| Soliciting material pursuant to Rule 14a-11(c)
or Rule 14a-12
COMMUNITY CAPITAL BANCSHARES, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than 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 transactions 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:
--------------------------------------------------------------------------------
COMMUNITY CAPITAL BANCSHARES, INC.
2815 Meredyth Drive
Albany, Georgia 31707
(229) 446-2265
March 28, 2003
Dear Shareholder:
You are cordially invited to attend our annual meeting of shareholders,
which will be held at the Merry Acres Conference Center, 1504 Dawson Road,
Albany, Georgia 31707, on Monday, April 28, 2003, at 1:30 p.m. I sincerely hope
that you will be able to attend the meeting, and I look forward to seeing you.
The attached notice of the annual meeting and proxy statement describes
the formal business to be transacted at the meeting. We will also report on our
operations during the past year and during the first quarter of fiscal year
2003, as well as our plans for the future.
A copy of our annual report, which contains information on our operations
and financial performance as well as our audited financial statements, is also
included with this proxy statement.
Please take this opportunity to become involved in the affairs of
Community Capital. Whether or not you expect to be present at the meeting,
please mark, date, and sign the enclosed proxy card, and return it to us in the
envelope provided as soon as possible. Returning the proxy card will NOT deprive
you of your right to attend the meeting and vote your shares in person. If you
attend the meeting, you may withdraw your proxy and vote your own shares.
Sincerely,
/s/ Robert E. Lee
Robert E. Lee
President
COMMUNITY CAPITAL BANCSHARES, INC.
2815 Meredyth Drive
Albany, Georgia 31707
(229) 446-2265
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 28, 2003
The annual meeting of shareholders of Community Capital Bancshares, Inc.
will be held on Monday, April 28, 2003, at 1:30 p.m. at the Merry Acres
Conference Center, 1504 Dawson Road, Albany, Georgia 31707 for the following
purposes:
(1) To elect five persons to serve as Class I directors for a three-year
term;
(2) To approve the Second Amendment to the Community Capital Bancshares,
Inc. 1998 Stock Incentive Plan, which provides for an increase in
the number of shares reserved for issuance under the plan to 303,574
shares and the removal of the definition of "Change in Control"; and
(3) To transact any other business as may properly come before the
meeting or any adjournments of the meeting.
The board of directors has set the close of business on March 13, 2003 as
the record date for determining the shareholders who are entitled to notice of,
and to vote at, the meeting.
We hope that you will be able to attend the meeting. We ask, however,
whether or not you plan to attend the meeting, that you mark, date, sign, and
return the enclosed proxy card as soon as possible. Promptly returning your
proxy card will help ensure the greatest number of shareholders are present
whether in person or by proxy.
If you attend the meeting in person, you may revoke your proxy at the
meeting and vote your shares in person. You may revoke your proxy at any time
before the proxy is exercised.
By Order of the Board of Directors,
/s/ Robert E. Lee
Robert E. Lee
President
March 28, 2003
COMMUNITY CAPITAL BANCSHARES, INC.
2815 Meredyth Drive
Albany, Georgia 31707
(229) 446-2265
----------------------------------------------------------
PROXY STATEMENT FOR 2003 ANNUAL MEETING
----------------------------------------------------------
INTRODUCTION
Time and Place of the Meeting
Our board of directors is furnishing this proxy statement in connection
with its solicitation of proxies for use at the annual meeting of shareholders
to be held on Monday, April 28, 2003, at 1:30 p.m. at the Merry Acres Conference
Center, 1504 Dawson Road, Albany, Georgia 31707 and at any adjournments of the
meeting.
Record Date and Mailing Date
The close of business March 13, 2003 is the record date for the
determination of shareholders entitled to notice of and to vote at the meeting.
We first mailed this proxy statement and the accompanying proxy card to
shareholders on or about March 28, 2003.
Number of Shares Outstanding
As of the close of business on the record date, Community Capital had
10,000,000 shares of common stock, $1.00 par value authorized, of which
1,499,560 shares were issued and outstanding. Each issued and outstanding share
is entitled to one vote on all matters presented at the meeting.
VOTING AT THE ANNUAL MEETING
Proposals to Be Considered
Election of Directors. Shareholders will be asked to elect five persons to
serve as Class I directors for a three-year term. The persons nominated to serve
as Class I directors as well as the continuing Class II and Class III directors
are described beginning on page 3.
Second Amendment to the Stock Incentive Plan. Shareholders will be asked
to approve the Second Amendment to the Community Capital Bancshares, Inc. 1998
Stock Incentive Plan, which provides for an increase in the number of shares
reserved for issuance under the plan from 128,574 to 303,574 and the removal of
the definition of "Change in Control." The Second Amendment to the Stock
Incentive Plan is described beginning on page 13.
The board of directors recommends a vote for approval of both of these
proposals.
Procedures for Voting by Proxy
If you properly sign, return and do not revoke your proxy, the persons
appointed as proxies will vote your shares according to the instructions you
have specified on the proxy card. If you sign and return your proxy card but do
not specify how the persons appointed as proxies are to vote your shares, your
proxy will be voted FOR the election of the director nominees, FOR the approval
of the Second Amendment to the Stock Incentive Plan and in the best judgment of
the persons appointed as proxies as to
all other matters properly brought before the meeting. If any nominee for
election to the board of directors named in this proxy statement becomes
unavailable for election for any reason, the proxy will be voted for a
substitute nominee selected by the board of directors.
You can revoke your proxy at any time before it is voted by delivering to
Robert E. Lee, president of Community Capital, at the main office of Community
Capital, either a written revocation of the proxy or a duly executed proxy
bearing a later date or by attending the meeting and voting in person.
Requirements for Shareholder Approval
A quorum will be present at the meeting if a majority of the outstanding
shares of common stock is represented in person or by valid proxy. We will count
abstentions and broker non-votes, which are described below, in determining
whether a quorum exists. Only those votes actually cast for the election of a
director, however, will be counted for purposes of determining whether a
particular director nominee receives sufficient votes to be elected. To be
elected, a director nominee must receive more votes than any other nominee for
the particular seat on the board of directors. As a result, if you withhold your
vote as to one or more nominees, it will have no effect on the outcome of the
election unless you cast that vote for a competing nominee. At the present time
we do not know of any competing nominees.
Abstentions. A shareholder who is present in person or by proxy at the
annual meeting and who abstains from voting on any or all proposals will be
included in the number of shareholders present at the annual meeting for the
purpose of determining the presence of a quorum. Abstentions do not count as
votes in favor of or against a given matter.
Broker Non-Votes. Brokers who hold shares for the accounts of their
clients may vote these shares either as directed by their clients or in their
own discretion if permitted by the exchange or other organization of which they
are members. Proxies that contain a broker vote on one or more proposals but no
vote on others are referred to as "broker non-votes" with respect to the
proposal(s) not voted upon. Broker non-votes are included in determining the
presence of a quorum. A broker non-vote, however, does not count as a vote in
favor of or against a particular proposal for which the broker has no
discretionary voting authority.
Approval of the Second Amendment to the Stock Incentive Plan and any other
matter that may properly come before the annual meeting requires the affirmative
vote of a majority of shares of common stock present in person or by proxy and
entitled to vote on the matter. Abstentions and broker non-votes will be counted
in determining the minimum number of votes required for approval and will,
therefore, have the effect of negative votes.
SOLICITATION OF PROXIES
Community Capital will pay the cost of proxy solicitation. Our directors,
officers and employees may, without additional compensation, solicit proxies by
personal interview, telephone, fax, or otherwise. We will direct brokerage firms
or other custodians, nominees or fiduciaries to forward our proxy solicitation
material to the beneficial owners of common stock held of record by these
institutions and will reimburse them for the reasonable out-of-pocket expenses
they incur in connection with this process.
2
PROPOSAL ONE: ELECTION OF DIRECTORS
The board of directors consists of 15 members and is divided into three
classes with five members in each class. The directors in each class serve for
staggered terms of three years each. The term of each class expires at the
annual meeting in the years indicated below and upon the election and
qualification of the director's successor. The Board recommends that the
shareholders elect the nominees identified below as director nominees to serve
as Class I directors for a three-year term expiring in 2006. The following table
shows for each nominee and continuing director: (a) his or her name, (b) his or
her age at December 31, 2002, (c) how long he or she has been a director of
Community Capital, (d) his or her position(s) with Community Capital, other than
as a director, and (e) his or her principal occupation and recent business
experience for the past five years.
Director Position with Community Capital
Name (Age) Since and Business Experience
------------------------------------ ----- ------------------------------------------------------------
Class I Nominated Directors:
(For Three-Year Term Expiring 2006)
Charles M. Jones, III (52) 1998 Chairman of the Board of Directors of Community Capital and
Albany Bank & Trust and Chief Executive Officer of Community
Capital; Chief Executive Officer, Consolidated Loan &
Mortgage Co. and affiliated companies
Van Cise Knowles (62) 1998 Surgeon, Van C. Knowles M.D., P. C.
Robert E. Lee(1) (50) 1998 President of Community Capital and Albany Bank & Trust and
Chief Executive Officer of Albany Bank & Trust
Corinne C. Martin (60) 1998 Ownership interest in and President of Three Sisters, Inc.,
farming and timber property; Owner of Dunaway Enterprises, a
real estate investment company; Owner of Covey Pointe
Shooting Preserve, a commercial hunting property
William F. McAfee (65) 1998 Business Owner, Bill McAfee Leasing, a commercial truck
lessor; Sales Manager, Allstar International, a commercial
truck dealership; Manager, Fowltown Farms
Class II Continuing Directors:
(Term Expiring 2004)
C. Richard Langley (54) 1998 Attorney, Langley & Lee
Bennett D. Cotten, Jr. (49) 1998 Orthopedic Surgeon, Southwest Georgia Orthopedic and Sports
Medicine
Jane Anne D. Sullivan (43) 1998 Business Owner, Buildings Exchange, a real estate holding
company
John P. Ventulett, Jr. (54) 1998 Executive Insurance Agent, Vice President, JSL/Howard
Ventulett & Bishop Insurors of Albany
James D. Woods (59) 1998 Medical Doctor, Drs. Adams and Woods, M.D. P.C. Medical
Practice
3
Director Position with Community Capital
Name (Age) Since and Business Experience
------------------------------------ ----- ------------------------------------------------------------
3Class III Continuing Directors:
(Term Expiring 2005)
Robert M. Beauchamp (40) 1998 Attorney, Beauchamp & Associates, LLC
Glenn A. Dowling (70) 1998 Podiatrist, Managing Partner, Ambulatory Surgery Center and
Albany Podiatry Associates; Business Owner and Developer,
Partridge Pea Plantation
Mary Helen Dykes (52) 1998 Business Owner/Administrator, Secretary and Treasurer, Bob's
Candies, Inc.
Mark M. Shoemaker (48) 1998 Medical Doctor, Albany Anesthesia Associates
Lawrence B. Willson (52) 1998 Business Administrator, Vice President and Farm Manager,
Sunnyland Farms, Inc.
------------------
(1) Mr. Lee has served as president of Community Capital since August 1, 1998.
Prior to becoming an officer of Community Capital, Mr. Lee served as
executive vice president and chief financial officer of a community bank.
Meetings and Committees of the Board
During the year ended December 31, 2002, the board of directors of
Community Capital held 12 meetings and the board of directors of Albany Bank &
Trust held 12 meetings. The directors of Albany Bank & Trust are the same as
those of Community Capital. All incumbent directors attended at least 75% of the
total number of meetings of Community Capital's board of directors and
committees of the board on which he or she serves, except for Dr. James D.
Woods, who attended 72% of those meetings.
The board of directors does not have a nominating committee.
The board of directors has established a compensation committee which
establishes compensation levels for officers of Community Capital and Albany
Bank & Trust, reviews management organization and development, reviews
significant employee benefit programs and establishes and administers executive
compensation programs, including the Community Capital Bancshares, Inc. 1998
Stock Incentive Plan. The compensation committee is chaired by Van Cise Knowles
and also includes Charles M. Jones, III, Robert E. Lee and Jane Anne D.
Sullivan. The compensation committee held three meetings during the year ended
December 31, 2002.
The board of directors has established an audit and compliance commitee,
which recommends to the board of directors the independent public accountants to
be selected to audit Community Capital and Albany Bank & Trust's annual
financial statements and approves any special assignments given to the
independent public accountants. The audit and compliance committee also reviews
the planned scope of the annual audit, any changes in accounting principles and
the effectiveness and efficiency of Community Capital's and Albany Bank &
Trust's internal accounting staff. Additionally, the audit and compliance
commitee provides oversight to Community Capital's and Albany Bank & Trust's
compliance with regulatory rules and regulations, including the Community
Reinvestment Act. The audit and compliance commitee is chaired by William F.
McAfee and also includes Glenn A. Dowling and C. Richard Langley. The audit and
compliance commitee held five meetings during the year ended December 31, 2002.
4
Audit Committee Report
The audit committee reports as follows with respect to the audit of
Community Capital's 2002 audited consolidated financial statements.
o The audit committee has reviewed and discussed Community Capital's
2002 audited consolidated financial statements with Community
Capital's management;
o The audit committee has discussed with the independent auditors,
Mauldin & Jenkins, LLC, the matters required to be discussed by SAS
61, which include, among other items, matters related to the conduct
of the audit of Community Capital's consolidated financial
statements;
o The audit committee has received written disclosures and the letter
from the independent auditors required by ISB Standard No. 1 (which
relates to the auditor's independence from the corporation and its
related entities) and has discussed with the auditors the auditors'
independence from Community Capital; and
o Based on review and discussions of Community Capital's 2002 audited
consolidated financial statements with management and discussions
with the independent auditors, the audit committee recommended to
the board of directors that Community Capital's 2002 audited
consolidated financial statements be included in Community Capital's
Annual Report on Form 10-KSB.
March 10, 2003 Audit Committee:
Willam F. McAfee
Glenn A. Dowling
C. Richard Langley
Audit Committee Charter
The board of directors has adopted a written charter for the audit
committee. The board of directors reviews and approves changes to the audit
committee charter annually.
Independence of Audit Committee Members
The Company's audit committee is comprised of William F. McAfee, Glenn A.
Dowling and C. Richard Langley. Each of these members meets the requirements for
independence as defined by the National Association of Securities Dealers'
listing standards.
5
EXECUTIVE OFFICERS
The following table shows for each executive officer of Community Capital:
(a) his name, (b) his age at December 31, 2002, (c) how long he has been an
officer of Community Capital, and (d) his positions with Community Capital and
Albany Bank & Trust:
Position with Community
Name (Age) Officer Since Capital and Albany Bank & Trust
---------- ------------- -------------------------------
Charles M. Jones, III (52) 1998 Chief Executive Officer of Community Capital
Robert E. Lee (50) 1998 President of Community Capital and Albany Bank &
Trust and Chief Executive Officer of Albany Bank
& Trust
David J. Baranko (46) 1999 Chief Financial Officer of Community Capital and
Albany Bank & Trust
David C. Guillebeau (41) 1998 Executive Vice President and Senior Lending
Officer of Albany Bank & Trust
COMPENSATION
The following table sets forth information concerning the annual and
long-term compensation for services in all capacities to Community Capital for
the fiscal years 2002, 2001 and 2000 of our chief executive officer and
president. No other executive officer received a combined payment of salary and
bonus in excess of $100,000 for services rendered to Community Capital during
2002.
Summary Compensation Table
Annual Compensation(1) Long-Term Compensation Awards
----------------------------------------------- ----------------------------------------
All Other
Compensation Salary Bonus Number of Securities Compensation
Name and Position Year ($) ($) Underlying Options ($)
----------------- ------------ --- ----- -------------------- ------------
Charles M. Jones, III, 2002 0 0 285 0
Chief Executive Officer 2001 0 0 285 0
2000 0 0 285 0
Robert E. Lee, 2002 141,085 57,722 0 7,425(2)
President 2001 128,260 35,171 0 6,850(2)
2000 121,000 20,000 0 6,071(2)
----------
(1) We have omitted information on "perks" and other personal benefits because
the aggregate value of these items does not meet the minimum amount required for
disclosure under the Securities and Exchange Commission regulations.
(2) Includes a matching contribution to Mr. Lee's 401K plan of $5,500, $4,746
and $3,699 in 2002, 2001 and 2000, respectively, and premiums paid on a term
life insurance policy for the benefit of Mr. Lee of $1,905, $1,325 and $2,388 in
2002, 2001 and 2000, respectively.
6
The following tables set forth information at December 31, 2002, and for
the fiscal year then ended, concerning stock options granted to the executive
officers listed in the Summary Compensation Table. The listed executive officers
did not exercise any options to purchase common stock of Community Capital
during 2002. We have not granted any stock appreciation rights, restricted stock
or stock incentives other than stock options.
Stock Option Grants in Fiscal 2002
Percent of
Number of Total Options
Securities Granted to
Underlying Options Employees in Exercise Price
Name Granted Fiscal Year Per Share Expiration Date
---- ------- ----------- --------- ---------------
Charles M. Jones, III 285 13.4% $8.15 4/22/2012
Aggregated Option Exercises in Fiscal 2002 and Fiscal Year-End Option Values
Number of Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options at
Acquired on Value Options December 31, 2002
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- -------------
Charles M. Jones, III 0 0 13,712 8,571 $51,719 $32,142
Robert E. Lee 0 0 45,000 30,000 $184,500 $123,000
Equity Compensation Plans
The table below sets forth information regarding shares of Community
Capital common stock authorized for issuance under the following Community
Capital equity compensation plans:
o Community Capital Bancshares, Inc. 1998 Stock Incentive Plan
o Community Capital Bancshares, Inc. 2000 Outside Directors' Stock
Option Plan
o Community Capital Bancshares, Inc. Non-qualified Stock Option
Agreement with Charles M. Jones, III
o Community Capital Bancshares, Inc. Non-qualified Stock Option
Agreement with Richard Bishop
o Community Capital Bancshares, Inc. Restated Employee Stock Purchase
Plan
The Stock Incentive Plan was approved by shareholders on March 11, 1999.
As described under "Proposal Two--Amendment to the Community Capital Bancshares,
Inc. 1998 Stock Incentive Plan," shareholders will be asked to approve the
Second Amendment to the Stock Incentive Plan which will increase the number of
shares reserved for issuance under this plan from 128,574 to 303,574 shares. The
table below does not reflect the additional shares which will be reseved for
issuance under this plan if this proposal is approved at the annual meeting.
None of the other equity compensation plans or agreements listed above
have been approved by Community Capital's shareholders. Each of those plans or
agreements are described below.
7
Number of securities
remaining available
for future issuance
under the equity
Number of securities compensation plans
to be issued upon Weighted-average (excluding shares
exercise of exercise price of subject to
outstanding options outstanding options outstanding options)
--------------------------------------------------------------------------------------------------------------------
Equity compensation plans approved by security
holders 125,709 7.09 2,865
Equity compensation plans not approved by
security holders 48,963 7.25 15,036
Total 174,672 7.13 17,901
2000 Outside Directors' Stock Option Plan. The 2000 Outside Directors'
Stock Option Plan was adopted by the board of directors on April 24, 2000. This
plan is not subject to the Employment Retirement Income Security Act of 1974,
nor is it qualified under Section 401(a) of the Internal Revenue Code of 1986,
as amended. The 2000 Outside Directors' Stock Option Plan provides for the
issuance of nonqualified stock options to members of the board of directors who
are not employees of Community Capital or any of its affiliates and the charmain
of the board of directors, regardless of whether he is an employee of Community
Capital. Community Capital has reserved up to 21,429 shares of Community
Capital's common stock for issuance under this plan upon exercise of an option.
This number may change in the event of future stock dividends, stock splits,
recapitalizations and similar events. If an option expires or terminates without
being exercised, the shares subject to the unexercised portion of the option may
again be available for awards under the 2000 Outside Directors' Stock Option
Plan. The purpose of this plan is to promote in its non-employee directors
personal interest in the welfare of Community Capital and provide incentives to
the individuals who are primarily responsible for shaping and carrying out the
long-term plans of Community Capital.
The 2000 Outside Directors' Stock Option Plan provides for an annual grant
of an option to purchase 142 shares of Community Capital's common stock to the
existing non-employee directors and an option to purchase 285 shares of
Community Capital's common stock to the chairman of the board as of the date of
each annual shareholders' meeting. Options granted pursuant to this plan are
generally nontransferrable except by will or the laws of descent and
distribution unless otherwise permitted by the board of directors. These options
are fully vested and exercisable immediately, subject to any restriction imposed
by the primary federal regulator of Community Capital. The exercise price of
these options must be equal to the fair market value of the common stock on the
date the option is granted. The term of the options may not exceed ten years
from the date of grant. If a participant ceases to be a director of Community
Capital or any affiliate, the options expire, terminate and become unexercisable
no later than 90 days after the date the participant ceases to provide such
services.
Non-qualified Stock Option Agreement with Charles M. Jones, III. On
November 15, 1999, Mr. Jones was granted an option to purchase 21,429 shares of
Community Capital's common stock at an exercise price of $7.35 per share, as
adjusted to reflect Community Capital's ten-for-seven stock split effective in
January 2001. This option vests in 20% equal increments over five years
beginning on the first anniversary of the grant date for so long as Mr. Jones
serves as a director of Community Capital or any of its affiliates. The option
will be come fully vested if Mr. Jones retires on or after he reaches age 65 or
upon a change in control of Community Capital. The option will expire on the
tenth anniversary of the grant date or, if earlier, 90 days after Mr. Jones
ceases to be a director of Community Capital or any affiliate.
8
Non-qualfiied Stock Option Agreement with Richard Bishop. On April 11,
2000, Mr. Bishop was granted an option to purchase 12,143 shares of Community
Capital's common stock at an exercise price of $7.00 per share, as adjusted to
reflect Community Capital's ten-for-seven stock split effective in January 2001.
This option vests in 20% equal increments over five years beginning on the first
anniversary of the grant date for so long as Mr. Bishop serves as an employee of
Community Capital or any of its affiliates. The option will be come fully vested
if Mr. Bishop retires on or after he reaches age 65 or upon a change in control
of Community Capital. The option will expire on the tenth anniversary of the
grant date or, if earlier, 90 days after Mr. Bishop ceases to be employee of
Community Capital or any affiliate.
Restated Employee Stock Purchase Plan. The Employee Stock Purchase Plan
enables eligible employees to purchase shares of Community Capital common stock
through payroll deductions. An employee is eligible to participate in the
Employee Stock Purchase Plan if that employee is a resident of Georgia and is
employed in a position that customarily requires at least 20 hours of work per
week. Under the Employee Stock Purchase Plan, employee payroll deductions are
combined with matching contributions made by Community Capital and used to
purchase shares of Community Capital common stock on behalf of the employee at
the end of each calendar quarter. The shares are purchased in the open market at
prevailing prices at the time of the purchase or may be purchased from Community
Capital at fair market value. Fair market value is determined by Community
Capital in good faith based on all relevant facts and circumstances as of the
date of purchase. If an employee terminates employment with Community Capital or
any affiliate or the employee no longer satisfies the eligibility requirements,
the employee's payroll deductions made under the Employee Stock Purchase Plan
that have not been used to purchase shares of Community Capital's common stock
will be returned to that employee and any matching credits will be forfeited.
Employment Agreement
On August 19, 1998, Community Capital and Albany Bank & Trust entered into
an employment agreement with Mr. Lee regarding Mr. Lee's employment as Community
Capital's president. The initial term of the agreement began on August 1, 1998,
and runs until July 31, 2003. At the end of the initial five-year term and at
the end of any extension of the term, the agreement will be automatically
extended for a period of twelve months, unless a party to agreement provides
notice to the other parties that he or it does not intend to extend the
agreement.
Mr. Lee's base salary under the agreement during 2002 was $141,085 per
year. The board of directors is required to review the base salary amount
annually, and the base salary may be increased by an amount determined by the
board of directors. The agreement also provides that Mr. Lee is entitled to an
annual cash bonus based on Community Capital's consolidated earnings, provided
that the board of directors determines, according to reasonable safety and
soundness standards, that the overall financial condition of Albany Bank & Trust
will not be adversely affected by the payment of the bonus. Mr. Lee earned a
bonus of $57,722 during 2002. Additionally, the agreement requires Community
Capital to provide Mr. Lee with an automobile, health insurance, life insurance,
vacation time, reimbursement for reasonable business expenses, club memberships
and other customary benefits.
Generally, in the event Mr. Lee is terminated by Community Capital without
cause or Mr. Lee terminates his employment with cause, Community Capital will be
required to meet its obligations with respect to Mr. Lee's compensation for a
period equal to the greater of twelve months from the date of termination or the
remaining term of the agreement. In the event Community Capital terminates Mr.
Lee's employment due to his permanent disability, Community Capital will be
required to meet its obligations with respect to Mr. Lee's compensation for a
period of twelve months following the termination. If Mr. Lee terminates his
employment within six months following a change in control of Community Capital,
Mr. Lee will be entitled to a cash payment equal to 2.99 times his average base
salary for the preceding three years.
9
If Mr. Lee's employment is terminated by Community Capital with cause or
Mr. Lee terminates his employment without cause or upon a change in control, Mr.
Lee will generally be prohibited from competing with Albany Bank & Trust or
soliciting its customers or employees for a period of twelve months from the
date of termination.
Director Compensation
During 2002, directors of Community Capital received $250 for each board
meeting attended and $100 for each committee meeting. Additionally, on April 22,
2002, we granted our chairman of the board a non-qualified option to purchase
285 shares of stock and granted every other non-employee director a
non-qualified option to purchase 142 shares of Community Capital's common stock
for their services as directors during 2002. The options vested immediately on
the grant date, are exercisable at $8.15 per share and have a maximum term of
ten years from the grant date. Directors of Albany Bank & Trust receive $250 for
each board meeting and $100 for each committee meeting attended.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of the record date, the number of shares
common stock beneficially owned by: (a) each current director of Community
Capital, (b) each executive officer listed in the Summary Compensation Table,
and (c) all current executive officers and directors as a group. As of the
record date, Community Capital did not have any non-director shareholders who
beneficially owned more than 5% of the outstanding common stock. The information
shown below is based upon information furnished to Community Capital by the
named persons. Additionally, the address for each person listed below is 2815
Meredyth Drive, Albany, Georgia 31707.
Information relating to beneficial ownership of Community Capital is based
upon "beneficial ownership" concepts described in the rules issued under the
Securities Exchange Act of 1934, as amended. Under these rules a person is
deemed to be a "beneficial owner" of a security if that person has or shares
"voting power," which includes the power to vote or to direct the voting of the
security, or "investment power," which includes the power to dispose or to
direct the disposition of the security. Under the rules, more than one person
may be deemed to be a beneficial owner of the same securities. A person is also
deemed to be a beneficial owner of any security as to which that person has the
right to acquire beneficial ownership within sixty (60) days from the record
date. Unless otherwise indicated in the "Nature of Beneficial Ownership" column,
each person is the record owner of and has sole voting and investment power with
respect to his or her shares.
Number of Shares
Subject to
Options/Warrants Aggregate
Number of Exercisable Number of Percent Nature of
Name and Address Shares within 60 days Shares of Class Beneficial Ownership
---------------- ------ -------------- ------ -------- --------------------
Directors:
Robert M. Beauchamp 28,571 17,568 46,139 3.2
Bennett D. Cotten, Jr. 14,285 11,854 26,139 1.8
Glenn A. Dowling 21,428 17,568 38,996 2.7
Mary Helen Dykes 4,762 11,854 16,616 1.2
Charles M. Jones, III 43,157 30,854 74,011 5.1
10
Number of Shares
Subject to
Options/Warrants Aggregate
Number of Exercisable Number of Percent Nature of
Name and Address Shares within 60 days Shares of Class Beneficial Ownership
---------------- ------ -------------- ------ -------- --------------------
Van Cise Knowles 26,771 17,568 44,339 3.1 Includes 23,571 shares held
in an IRA for the benefit of
Mr. Knowles.
C. Richard Langley 22,242 13,797 36,039 2.5 Includes 20,242 shares held
in an IRA for the benefit of
Mr. Langley.
Robert E. Lee 76,721 77,142 153,863 10.2 Includes 48,842 shares held
in an IRA for the benefit of
Mr. Lee and 2,857 shares
held as Executor for the
Estate of Virginia D. Lee.
Corinne C. Martin 34,285 17,568 51,853 3.6 Includes 4,285 shares held
by Ms. Martin as trustee for
grandchildren as to which
beneficial ownership is
shared.
William F. McAfee 21,428 17,568 38,996 2.7
Mark M. Shoemaker 21,428 17,568 38,996 2.7
Jane Anne D. Sullivan 28,570 17,568 46,138 3.2 Includes 7,142 shares owned
by Ms. Sullivan's children
as to which beneficial
ownership is shared.
John P. Ventulett, Jr. 22,621 17,568 40,189 2.8
Lawrence B. Willson 21,428 17,568 38,996 2.7
James D. Woods 21,428 17,568 38,996 2.7 Includes 21,428 shares held
in a profit sharing plan for
the benefit of Dr. Woods.
Executive Officers* :
David J. Baranko 4,668 4,571 9,239 0.6 Includes 4,428 shares held
in an IRA for the benefit of
Mr. Baranko.
David C. Guillebeau 9,555 24,000 33,555 2.3
All Directors and 423,348 349,752 773,100 43.5
Executive Officers, as a
Group
----------
* Mr. Jones and Mr. Lee are also executive officers of Community Capital.
11
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 (a) of the Securities Exchange Act of 1934 requires Community
Capital's directors and executive officers and persons who own beneficially more
than 10% of Community Capital's outstanding common stock to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in their ownership of Community Capital's common stock. Directors,
executive officers and greater than 10% shareholders are required to furnish
Community Capital with copies of the forms they file. To our knowledge, based
solely on a review of the copies of these reports furnished to Community
Capital, during the fiscal year ended December 31, 2002, C. Richard Langley
filed two late Forms 4 each reporting one transaction in the company's common
stock and Van Cise Knowles filed one late Form 4 reporting one transaction in
the company's common stock. All of our other directors and executive officers,
who are listed above, complied with all applicable Section 16(a) filing
requirements during 2002.
12
PROPOSAL TWO: AMENDMENT TO THE COMMUNITY CAPITAL
BANCSHARES, INC. 1998 STOCK INCENTIVE PLAN
The Plan was adopted by the board of directors on February 15, 1999 and
approved by the shareholders of Community Capital on March 11, 1999.
The board of directors originally reserved 90,000 shares of Community
Capital's common stock for issuance under awards under the Stock Incentive Plan.
In January of 2001, Community Capital effected a ten-for-seven stock split
pursuant to which the number of shares reserved under the Stock Incentive Plan
was adjusted to 128,574 to reflect the split. At the annual meeting,
shareholders will be asked to consider and vote on the adoption of the Second
Amendment to the Stock Incentive Plan, which provides for:
o the reservation of an additional 175,000 shares of Community
Capital's common stock, subject to adjustment as provided in the
Stock Incentive Plan, for issuance under the Stock Incentive Plan;
and
o the removal of the definition of "Change in Control."
The removal of the standard definition of "Change in Control" will give
the Administrative Committee, as defined below, the flexibility to establish an
appropriate definition of change in control, if any, for each award under the
Stock Incentive Plan based on the facts and circumstances at the time of the
award.
Applicable provisions of the Internal Revenue Code of 1986, as amended
(the "Code"), restrict Community Capital's ability, in the absence of
shareholder approval, to grant incentive stock options under Code Section 421
and to claim deductions which may otherwise be associated with the grant of
non-qualified options under Code Section 162(m).
The following description of the Stock Incentive Plan is qualified in its
entirety by reference to the applicable provisions of the plan document, as
amended, which is attached as Appendix A. The Second Amendment to the Stock
Incentive Plan is subject to shareholder approval.
Administration
The Stock Incentive Plan will be administered by a subcommittee of the
board of directors whose members are selected by the board of directors (the
"Administrative Committee"). When appointing members to the Administrative
Committee, the board of directors will consider the advisability of complying
with the disinterested standards contained in both Section 162(m) of the Code
and Rule 16b-3 under the Securities Exchange Act of 1934, as amended. The
Administrative Committee will have at least two members. At the present time,
the Compensation Committee of the board of directors acts as the Administrative
Committee. The Administrative Committee has the authority to grant awards under
the Stock Incentive Plan and to make all other determinations that it may deem
necessary or advisable for the administration of the Stock Incentive Plan.
13
Stock Options
The Stock Incentive Plan permits the Administrative Committee to make
awards of options to purchase shares of Community Capital's common stock and tax
reimbursement payments to eligible officers, employees and directors of
Community Capital and its affiliates. These discretionary awards may be made on
an individual basis or through a program approved by the Administrative
Committee for the benefit of a group of eligible persons. The Stock Incentive
Plan permits the Administrative Committee to make awards of incentive stock
options and non-qualified stock options (collectively, "Stock Options").
The number of shares of common stock as to which any Stock Option is
granted and to whom any Stock Option is granted will be determined by the
Administrative Committee, subject to the provisions of the Stock Incentive Plan.
Stock Options may be made forfeitable or terminable under the terms established
by the Administrative Committee, to the extent not otherwise inconsistent with
the terms of the Stock Incentive Plan. Stock Options generally are not
transferable or assignable during a holder's lifetime.
The Administrative Committee will determine whether a Stock Option is an
incentive stock option or a non-qualified stock option at the time the option is
granted, and the option will be evidenced by a stock option agreement. Stock
Options may be made exercisable on terms established by the Administrative
Committee, to the extent not otherwise inconsistent with the terms of the Stock
Incentive Plan. The Administrative Committee also may accelerate the times at
which a Stock Option may be exercised subsequent to its grant. No eligible
employee may be granted during any single calendar year rights to shares of
common stock under Stock Options which, in the aggregate, exceed 85,716 shares.
In addition, the aggregate Fair Market Value, determined as of the date of the
grant, of common stock as to which any incentive stock option first becomes
exercisable in any calendar year is limited to $100,000 per recipient.
The exercise price of a Stock Option will be set forth in the applicable
stock option agreement. The exercise price of an incentive stock option may not
be less than the fair market value of Community Capital's common stock on the
date of the grant nor less than 110% of the fair market value if the participant
owns more than 10% of the outstanding common stock or any subsidiary. At the
time an incentive stock option is exercised, Community Capital will be entitled
to place a legend on the certificates representing the shares of common stock
purchased to identify them as shares of common stock purchased upon the exercise
of an incentive stock option. Non-qualified stock options may be made
exercisable at a price no less than 85% of the fair market value of Community
Capital's common stock on the date that the option is granted. Additionally, the
exercise price of any option granted to an individual who is, on the last day of
the taxable year, the chief executive officer of Community Capital or one of the
four other highest compensated officers of Community Capital may not be less
than the fair market value of Community Capital's common stock on the date of
grant. The Administrative Committee may permit payment of an option exercise
price in the following ways:
o in cash;
o by the delivery of previously-owned shares of Community
Capital's common stock;
o through a cashless exercise executed through a broker; or
o by having a number of shares of common stock otherwise
issuable at the time of exercise withheld.
The Administrative Committee also may authorize financing by Community
Capital to assist a participant with payment of the exercise price.
14
The term of a Stock Option will be specified in the applicable stock
option agreement. The term of any incentive stock option may not exceed ten
years from the date of grant; however, any incentive stock option granted to a
participant who owns more than 10% of Community Capital's common stock or any
subsidiary will not be exercisable after the expiration of five years from the
date the option is granted. Subject to any further limitations in a stock option
agreement, in the event of a participant's termination of employment, the term
of an incentive stock option will expire, terminate and become unexercisable no
later than three months after the date of the termination of employment;
provided, however, that if termination of employment is due to death or
disability, a one-year period shall be substituted for the three-month period.
Tax Reimbursement Payments
The Administrative Committee may make cash tax reimbursement payments
designed to cover tax obligations of recipients that result from the exercise of
a Stock Option.
Termination of Stock Options
The terms of a particular Stock Option may provide that they terminate,
among other reasons:
o upon the holder's termination of employment or other status
with respect to Community Capital or any affiliate of
Community Capital;
o upon a specified date;
o upon the holder's death or disability; or
o upon the occurrence of a change in control of Community
Capital.
Stock Options may include exercise rights for a holder's estate or
personal representative in the event of the holder's death or disability. At the
Administrative Committee's discretion, Stock Options that are subject to
termination may be cancelled, accelerated, paid or continued, subject to the
terms of the applicable agreement reflecting the terms of the Stock Option and
to the provisions of the Stock Incentive Plan.
Reorganizations
The number of shares of Community Capital's common stock reserved for
issuance in connection with the grant of Stock Options or the number of shares
underlying an outstanding Stock Option, the exercise price of a Stock Option and
the annual limit on the number of shares of common stock that may be granted to
any employee during a calendar year are subject to adjustment in the event of
any recapitalization of Community Capital or similar event effected without the
receipt of consideration.
In the event of specified corporate reorganizations, Stock Options may be
assumed, substituted, cancelled, accelerated, cashed-out or otherwise adjusted
by the Administrative Committee, provided that the adjustment is not
inconsistent with the terms of the Stock Incentive Plan or any agreement
reflecting the terms of a Stock Option. Community Capital may also use the Stock
Incentive Plan to assume obligations previously incurred in favor of persons who
are eligible to participate under the Stock Incentive Plan.
Amendments or Termination
Although the Stock Incentive Plan may be amended or terminated by the
board of directors without shareholder approval, the board of directors also may
condition any amendment upon shareholder approval if shareholder approval is
deemed necessary or appropriate in consideration of tax, securities or other
laws. No amendment or termination by the board of directors may adversely affect
the rights of a holder of a Stock Option without the holder's consent.
15
Benefits to Named Executive Officers and Others
The following table sets forth the number of shares subject to Stock
Options that have been granted under the Stock Incentive Plan as of March 14,
2003. The table also sets forth the number of shares subject to Stock Options
that the Administrative Committee intends to issue upon approval of the Second
Amendment to the Stock Incentive Plan.
Number of
Shares Subject
Number of to Options
Shares Subject Anticipated to
Name and Position to Options be Issued
----------------- ---------- ---------
Executive Officers:
Charles M. Jones, III, Chief Executive Officer 22,283 --
Robert E. Lee, President 75,000 25,000
All Executive Officers as a group: 132,997 45,000
All Non-executive Directors as a group: 6,393 --
All Non-executive Officer Employees as a group: 27,137 30,000
Federal Income Tax Consequences
The following discussion outlines generally the federal income tax
consequences of participation in the Stock Incentive Plan. Individual
circumstances may vary and each participant should rely on his or her own tax
counsel for advice regarding federal income tax treatment under the Stock
Incentive Plan.
Incentive Stock Options. A participant will not recognize income and will
not be taxed upon the grant of an incentive stock option nor upon exercise of
all or a portion of the option. Instead, the participant will be taxed at the
time he or she sells the shares of common stock purchased upon exercise of the
incentive stock option. The participant will be taxed on the difference between
the price he or she paid for the common stock and the amount for which he or she
sells the common stock. If the participant does not sell the shares of common
stock during the two-year period from the date of grant of the incentive stock
option and one-year period from the date the common stock is transferred to him
or her, the gain will be capital gain, and Community Capital will not be
entitled to a corresponding deduction. If the participant sells the shares of
common stock at a gain prior to that time, the difference between the amount the
participant paid for the common stock and the lesser of fair market value on the
date of exercise or the amount for which the common stock is sold will be taxed
as ordinary income. If the participant sells the shares of common stock for less
than the amount he or she paid for the common stock prior to the one- or
two-year periods indicated, no amount will be taxed as ordinary income and the
loss will be taxed as a capital loss. Exercise of an incentive stock option may
subject a participant to, or increase a participant's liability for, the
alternative minimum tax.
Non-qualified Options. A participant will not recognize income and will
not be taxed upon the grant of a non-qualified option or at any time prior to
the exercise of all or a portion of the option. At the time the participant
exercises all or a portion of a non-qualified option, he or she will recognize
compensation taxable as ordinary income in an amount equal to the excess of the
fair market value of the common stock on the date the option is exercised over
the price paid for the common stock, and Community Capital will then be entitled
to a corresponding deduction.
16
Depending upon the period shares of common stock are held after exercise,
the sale or other taxable disposition of shares acquired through the exercise of
a non-qualified option generally will result in a short- or long-term capital
gain or loss equal to the difference between the amount realized on the
disposition and the fair market value of the shares when the non-qualified
option was exercised.
Special rules apply to a participant who exercises a non-qualified option
by paying the exercise price, in whole or in part, by the transfer of shares of
common stock to Community Capital.
Shareholder Approval
The board of directors seeks shareholder approval of the adoption of the
Second Amendment to the Stock Incentive Plan and the reservation of an
additional 175,000 shares of common stock for the issuance of Stock Options
under the Stock Incentive Plan because approval is required under the Code as a
condition to incentive stock option treatment and will maximize the potential
for deductions associated with any non-qualified options granted under the Stock
Incentive Plan.
Approval of the Second Amendment to the Stock Incentive Plan requires the
affirmative vote of the holders of at least a majority of the outstanding shares
of common stock present, or represented and entitled to a vote, at the annual
meeting. Proxies received which contain no instructions to the contrary will be
voted for the approval of the adoption of the Second Amendment to the Stock
Incentive Plan.
The Board of Directors recommends a vote for the approval of the adoption
of the Second Amendment to the Stock Incentive Plan.
RELATIONSHIPS AND RELATED TRANSACTIONS
From time to time our directors, officers and their affiliates, including
members of their families or businesses and other organizations with which they
are associated, may have banking transactions in the ordinary course of business
with Albany Bank & Trust. Albany Bank & Trust's policy is that any loans or
other transactions with those persons or entities (a) are made in accordance
with applicable law and Albany Bank & Trust's lending policies, (b) are made on
substantially the same terms, including price, interest rates and collateral, as
those prevailing at the time for comparable transactions with other unrelated
parties of similar standing, and (c) do not involve more than the normal risk of
collectibility or present other unfavorable features to Community Capital and
Albany Bank & Trust. In addition, all future transactions with our directors,
officers and their affiliates are intended to be on terms no less favorable than
could be obtained from an unaffiliated third party, and must be approved by a
majority of our directors, including a majority of the directors who do not have
an interest in the transaction.
INDEPENDENT PUBLIC ACCOUNTANTS
Community Capital has selected the accounting firm of Mauldin & Jenkins,
LLC to serve as principal accountant for Community Capital for the fiscal year
ending December 31, 2003. The firm of Mauldin & Jenkins, LLC has served as
Community Capital's principal accountant since 1998. A representative of the
firm is expected to be present at the meeting and will be given the opportunity
to make a statement if he or she desires to do so and will be available to
respond to appropriate questions from shareholders.
17
Audit Fees
In connection with services rendered in connection with the audit of
Community Capital's annual financial statements and the review of Community
Capital's interim financial statements, Community Capital has estimated that its
total audit fees for fiscal year 2002 were approximately $40,750. This figure is
based on an estimate provided by our accountant, Mauldin & Jenkins, LLC, and
includes fees for services that were billed to Community Capital in fiscal year
2003 in connection with the 2002 fiscal year audit.
Financial Information Systems Design and Implementation Fees
The Company did not retain its principal accountant to perform financial
information systems design or implementation services in fiscal year 2002.
Other Fees
During fiscal year 2002, Community Capital was billed $36,000 by its
principal accountant for services not described above. These "other fees" were
for tax consulting and other services.
The audit committee has considered the provision of non-audit services by
our principal accountant and has determined that the provision of these services
was consistent with maintaining the independence of Community Capital's
principal accountant.
SHAREHOLDER PROPOSALS
Shareholder proposals submitted for consideration at the next annual
meeting of shareholders must be received by Community Capital no later than
December 1, 2003, to be included in the 2004 proxy materials. A shareholder must
notify Community Capital before February 1, 2004, if the shareholder has a
proposal to present at the 2004 annual meeting which the shareholder intends to
present other than by inclusion in Community Capital's proxy material. If
Community Capital does not receive such notice prior to February 1, 2004,
proxies solicited by the management of Community Capital will confer
discretionary authority upon the management of Community Capital to vote upon
any such proposal.
OTHER MATTERS
The board of directors of Community Capital knows of no other matters that
may be brought before the meeting. If, however, any matters other than the
election of directors or matters related to the election, should properly come
before the meeting, votes will be cast pursuant to the proxies in accordance
with the best judgment of the proxyholders.
If you cannot be present in person, you are requested to complete, sign,
date, and return the enclosed proxy promptly. An envelope has been provided for
that purpose. No postage is required if mailed in the United States.
March 28, 2003
18
Appendix A
COMMUNITY CAPITAL BANCSHARES, INC.
1998 STOCK INCENTIVE PLAN
TABLE OF CONTENTS
PAGE
----
SECTION 1 DEFINITIONS.........................................................1
1.1 DEFINITIONS...........................................................1
SECTION 2 THE STOCK INCENTIVE PLAN............................................4
2.1 PURPOSE OF THE PLAN...................................................4
2.2 STOCK SUBJECT TO THE PLAN.............................................4
2.3 ADMINISTRATION OF THE PLAN............................................5
2.4 ELIGIBILITY AND LIMITS................................................5
SECTION 3 TERMS OF STOCK INCENTIVES...........................................6
3.1 GENERAL TERMS AND CONDITIONS..........................................6
3.2 TERMS AND CONDITIONS OF OPTIONS.......................................7
(a) Option Price .....................................................7
(b) Option Term.......................................................7
(c) Payment ..........................................................7
(d) Conditions to the Exercise of an Option...........................8
(e) Termination of Incentive Stock Option ............................8
(f) Special Provisions for Certain Substitute Options ................8
3.3 TREATMENT OF AWARDS UPON TERMINATION OF SERVICE.......................9
SECTION 4 RESTRICTIONS ON STOCK...............................................9
4.1 ESCROW OF SHARES......................................................9
4.2 RESTRICTIONS ON TRANSFER..............................................9
SECTION 5 GENERAL PROVISIONS.................................................10
5.1 WITHHOLDING...........................................................9
5.2 CHANGES IN CAPITALIZATION; MERGER; LIQUIDATION.......................10
5.3 CASH AWARDS..........................................................11
5.4 COMPLIANCE WITH CODE.................................................11
5.5 RIGHT TO TERMINATE SERVICE...........................................11
5.6 RESTRICTIONS ON DELIVERY AND SALE OF SHARES; LEGENDS.................11
5.7 NON-ALIENATION OF BENEFITS...........................................11
5.8 TERMINATION AND AMENDMENT OF THE PLAN................................12
5.9 CHOICE OF LAW........................................................12
COMMUNITY CAPITAL BANCSHARES, INC.
1998 STOCK INCENTIVE PLAN
PREAMBLE
Community Capital Bancshares, Inc. (the "Company") maintains the Community
Capital Bancshares, Inc. 1998 Stock Incentive Plan (the "Plan") and in response
to comments from the Office of the Comptroller of the Currency, the Board of
Directors of the Company wishes to amend and restate the Plan, effective
February 15, 1999, as set forth below.
SECTION 1 DEFINITIONS
1.1 Definitions. Whenever used herein, the masculine pronoun shall be
deemed to include the feminine, and the singular to include the plural, unless
the context clearly indicates otherwise, and the following capitalized words and
phrases are used herein with the meaning thereafter ascribed:
(a) "Board of Directors" means the board of directors of the
Company.
(b) "Cause" has the same meaning as provided in the employment
agreement between the Participant and the Company or, if applicable, any
Affiliate of the Company on the date of Termination of Service, or if no such
definition or employment agreement exists, "Cause" means conduct amounting to
(1) fraud or dishonesty against the Company or its Affiliates, (2) Participant's
willful misconduct, repeated refusal to follow the reasonable directions of the
board of directors of the Company or its Affiliates, or knowing violation of law
in the course of performance of the duties of Participant's service with the
Company or its Affiliates, (3) repeated absences from work without a reasonable
excuse, (4) repeated intoxication with alcohol or drugs while on the Company or
Affiliates' premises during regular business hours, (5) a conviction or plea of
guilty or nolo contendere to a felony or a crime involving dishonesty, or (6) a
breach or violation of the terms of any agreement to which Participant and the
Company or its Affiliates are party.
(c) "Change in Control" means any one of the following events which
may occur after the date the Stock Incentive is granted and without the approval
of the Board of Directors of the Company:
(1) the acquisition by any individual, entity or "group",
within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities
Exchange Act of 1934, as amended, (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934)
of voting securities of the Company where such acquisition causes any such
Person to own twenty-five percent (25%) or more of the combined voting power of
the then outstanding voting securities then entitled to vote generally in the
election of directors (the "Outstanding Voting Securities"); provided, however,
that for purposes of this Section 1(c)(1), the following shall not be deemed to
result in a Change in Control, (i) any acquisition directly from the Company,
unless such a Person subsequently acquires additional
shares of Outstanding Voting Securities other than from the Company, in which
case any such subsequent acquisition shall be deemed to be a Change in Control;
or (ii) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the
Company;
(2) a merger, consolidation, share exchange, combination,
reorganization or like transaction involving the Company in which the
stockholders of the Company immediately prior to such transaction do not own at
least fifty percent (50%) of the value or voting power of the issued and
outstanding capital stock of the Company or its successor immediately after such
transaction;
(3) the sale or transfer (other than as security for the
Company's obligations) of more than fifty percent (50%) of the assets of the
Company in any one transaction or a series of related transactions occurring
within a one (1) year period in which the Company, any corporation controlled by
the Company or the stockholders of the Company immediately prior to the
transaction do not own at least fifty percent (50%) of the value or voting power
of the issued and outstanding equity securities of the acquiror immediately
after the transaction;
(4) the sale or transfer of more than fifty percent (50%) of
the value or voting power of the issued and outstanding capital stock of the
Company by the holders thereof in any one transaction or a series of related
transactions occurring within a one (1) year period in which the Company, any
corporation controlled by the Company or the stockholders of the Company
immediately prior to the transaction do not own at least fifty percent (50%) of
the value or voting power of the issued and outstanding equity securities of the
acquiror immediately after the transaction; or
(5) the dissolution or liquidation of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Committee" means the committee appointed by the Board of
Directors to administer the Plan pursuant to Plan Section 2.3.
(f) "Company" means Community Capital Bancshares, Inc., a bank
holding company organized under the laws of the State of Georgia.
(g) "Disability" has the same meaning as provided in the long-term
disability plan or policy maintained or, if applicable, most recently
maintained, by the Company or, if applicable, any Affiliate of the Company for
the Participant. If no long-term disability plan or policy was ever maintained
on behalf of the Participant or, if the determination of Disability relates to
an Incentive Stock Option, Disability shall mean that condition described in
Code Section 22(e)(3), as amended from time to time. In the event of a dispute,
the determination of Disability shall be made by the Board of Directors and
shall be supported by advice of a physician competent in the area to which such
Disability relates.
2
(h) "Disposition" means any conveyance, sale, transfer, assignment,
pledge or hypothecation, whether outright or as security, inter vivos or
testamentary, with or without consideration, voluntary or involuntary.
(i) "Fair Market Value" refers to the determination of value of a
share of Stock. If the Stock is actively traded on any national securities
exchange or any Nasdaq quotation or market system, Fair Market Value shall mean
the closing price at which sales of Stock shall have been sold on the most
recent trading date immediately prior to the date of determination, as reported
by any such exchange or system selected by the Committee on which the shares of
Stock are then traded. If the shares of Stock are not actively traded on any
such exchange or system, Fair Market Value shall mean the arithmetic mean of the
bid and asked prices for the shares of Stock on the most recent trading date
within a reasonable period prior to the determination date as reported by such
exchange or system. If there are no bid and asked prices within a reasonable
period or if the shares of Stock are not traded on any exchange or system as of
the determination date, Fair Market Value shall mean the fair market value of a
share of Stock as determined by the Committee taking into account such facts and
circumstances deemed to be material by the Committee to the value of the Stock
in the hands of the Participant; provided that, for purposes of granting awards
other than Incentive Stock Options, Fair Market Value of a share of Stock may be
determined by the Committee by reference to the average market value determined
over a period certain or as of specified dates, to a tender offer price for the
shares of Stock (if settlement of an award is triggered by such an event) or to
any other reasonable measure of fair market value and provided further that, for
purposes of granting Incentive Stock Options, Fair Market Value of a share of
Stock shall be determined in accordance with the valuation principles described
in the regulations promulgated under Code Section 422.
(j) "Incentive Stock Option" means an incentive stock option, as
defined in Code Section 422, described in Plan Section 3.2.
(k) "Non-Qualified Stock Option" means a stock option, other than an
option qualifying as an Incentive Stock Option, described in Plan Section 3.2.
(l) "Option" means a Non-Qualified Stock Option or an Incentive
Stock Option.
(m) "Over 10% Owner" means an individual who at the time an
Incentive Stock Option is granted owns Stock possessing more than 10% of the
total combined voting power of the Company or one of its Parents or
Subsidiaries, determined by applying the attribution rules of Code Section
424(d).
(n) "Parent" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if, with respect to
Incentive Stock Options, at the time of granting of the Incentive Stock Option,
each of the corporations other than the Company owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in the chain.
3
(o) "Participant" means an individual who receives a Stock Incentive
hereunder.
(p) "Plan" means the Community Capital Bancshares, Inc. 1998 Stock
Incentive Plan.
(q) "Stock" means the Company's common stock, $1.00 par value per
share.
(r) "Stock Incentive Agreement" means an agreement between the
Company and a Participant or other documentation evidencing an award of a Stock
Incentive.
(s) "Stock Incentives" means, collectively, Incentive Stock Options
and Non-Qualified Stock Options.
(t) "Subsidiary" means any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company if, with respect to
Incentive Stock Options, at the time of the granting of the Incentive Stock
Option, each of the corporations other than the last corporation in the unbroken
chain owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in the chain.
(u) "Termination of Service" means the termination of the service
relationship, whether employment or otherwise, between a Participant and the
Company and its Affiliates, regardless of the fact that severance or similar
payments are made to the Participant for any reason, including, but not by way
of limitation, a termination by resignation, discharge, death, Disability or
retirement. The Committee shall, in its absolute discretion, determine the
effect of all matters and questions relating to Termination of Service,
including, but not by way of limitation, the question of whether a leave of
absence constitutes a Termination of Service, or whether a Termination of
Service is for Cause.
SECTION 2 THE STOCK INCENTIVE PLAN
2.1 Purpose of the Plan. The Plan is intended to (a) provide incentives to
officers, employees, directors and organizers of the Company and Albany Bank &
Trust, N.A. to stimulate their efforts toward the continued success of the
Company and to operate and manage the business in a manner that will provide for
the long-term growth and profitability of the Company; (b) encourage stock
ownership by officers, employees, directors and consultants by providing them
with a means to acquire a proprietary interest in the Company by acquiring
shares of Stock; and (c) provide a means of obtaining and rewarding key
personnel.
2.2 Stock Subject to the Plan. Subject to adjustment in accordance with
Section 5.2, 90,000 shares of Stock (the "Maximum Plan Shares") are hereby
reserved exclusively for issuance pursuant to Stock Incentives. At no time shall
the Company have outstanding Stock Incentives and shares of Stock issued in
respect of Stock Incentives in excess of the Maximum Plan Shares. The shares of
Stock attributable to the nonvested, unpaid, unexercised, unconverted or
otherwise unsettled portion of any Stock Incentive that is forfeited or
cancelled or expires or
4
terminates for any reason without becoming vested, paid, exercised, converted or
otherwise settled in full shall again be available for purposes of the Plan.
2.3 Administration of the Plan. The Plan shall be administered by the
Committee. The Committee shall have full authority in its discretion to
determine the organizers, directors, officers or employees of the Company and
Albany Bank & Trust, N.A. to whom Stock Incentives shall be granted and the
terms and provisions of Stock Incentives, subject to the Plan. Subject to the
provisions of the Plan, the Committee shall have full and conclusive authority
to interpret the Plan; to prescribe, amend and rescind rules and regulations
relating to the Plan; to determine the terms and provisions of the respective
Stock Incentive Agreements and to make all other determinations necessary or
advisable for the proper administration of the Plan. The Committee's
determinations under the Plan need not be uniform and may be made by it
selectively among persons who receive, or are eligible to receive, awards under
the Plan (whether or not such persons are similarly situated). The Committee's
decisions shall be final and binding on all Participants.
The Committee shall consist of at least two members of the Board of
Directors and, during those periods that the Company is subject to the
provisions of Section 16 of the Securities Exchange Act of 1934, the Board of
Directors shall consider the advisability of whether each such appointee shall
qualify as a "non-employee director", as that term is defined in Rule 16b-3 as
then in effect under the Securities Exchange Act of 1934, and, during those
periods that the Company has issued equity securities required to be registered
under Section 12 of the Securities Exchange Act of 1934, the Board of Directors
shall consider the advisability of whether each such appointee shall separately
qualify as an "outside director", within the meaning of Code Section 162(m) and
the regulations promulgated thereunder. Each member of the Committee shall serve
at the discretion of the Board of Directors and the Board of Directors may from
time to time remove members from or add members to the Committee. Vacancies on
the Committee shall be filled by the Board of Directors.
The Committee shall select one of its members as Chairman and shall hold
meetings at the times and in the places as it may deem advisable. Acts approved
by a majority of the Committee in a meeting at which a quorum is present, or
acts reduced to or approved in writing by a majority of the members of the
Committee, shall be the valid acts of the Committee.
2.4 Eligibility and Limits. Stock Incentives may be granted only to
organizers, directors, officers or employees of the Company or Albany Bank &
Trust, N.A.; provided, however, that an Incentive Stock Option may only be
granted to an employee of the Company or Albany Bank & Trust, N.A.. In the case
of Incentive Stock Options, the aggregate Fair Market Value (determined as of
the date an Incentive Stock Option is granted) of stock with respect to which
stock options intended to meet the requirements of Code Section 422 become
exercisable for the first time by an individual during any calendar year under
all plans of the Company and its Parents and Subsidiaries shall not exceed
$100,000; provided further, that if the limitation is exceeded, the Incentive
Stock Option(s) which cause the limitation to be exceeded shall be treated as
Non-Qualified Stock Option(s); except as the terms of the Stock Incentive
Agreement may expressly provide otherwise. To the extent required under Code
Section 162(m) and regulations thereunder for compensation to be treated as
qualified performance-based
5
compensation, subject to adjustment in accordance with Section 5.2, the maximum
number of shares Stock with respect to which Options may be granted during any
single fiscal year of the Company to any employee shall not exceed 60,000.
SECTION 3 TERMS OF STOCK INCENTIVES
3.1 General Terms and Conditions.
(a) The number of shares of Stock as to which a Stock Incentive
shall be granted shall be determined by the Committee in its sole discretion,
subject to the provisions of Section 2.2 as to the total number of shares
available for grants under the Plan. If a Stock Incentive Agreement so provides,
a Participant may be granted a new Option to purchase a number of shares of
Stock equal to the number of previously owned shares of Stock tendered in
payment of the Exercise Price (as defined below) for each share of Stock
purchased pursuant to the terms of the Stock Incentive Agreement.
(b) Each Stock Incentive shall be evidenced by a Stock Incentive
Agreement in such form and containing such terms, conditions and restrictions as
the Committee may determine is appropriate. Each Stock Incentive Agreement shall
be subject to the terms of the Plan and any provision in a Stock Incentive
Agreement that is inconsistent with the Plan shall be null and void.
(c) The date a Stock Incentive is granted shall be the date on which
the Committee has approved the terms and conditions of the Stock Incentive
Agreement and has determined the recipient of the Stock Incentive and the number
of shares covered by the Stock Incentive and has taken all such other action
necessary to complete the grant of the Stock Incentive.
(d) The Committee may provide in any Stock Incentive Agreement (or
subsequent to the award of a Stock Incentive but prior to its expiration or
cancellation, as the case may be) that, in the event of a Change in Control, the
Stock Incentive shall or may be cashed out on the basis of any price not greater
than the highest price paid for a share of Stock in any transaction reported by
any market or system selected by the Committee on which the shares of Stock are
then actively traded during a specified period immediately preceding or
including the date of the Change in Control or offered for a share of Stock in
any tender offer occurring during a specified period immediately preceding or
including the date the tender offer commences; provided that, in no case shall
any such specified period exceed three (3) months (the "Change in Control
Price"). For purposes of this Subsection, Options shall be cashed out on the
basis of the excess, if any, of the Change in Control Price (but not more than
the Fair Market Value of the Stock on the date of the cash-out in the case of
Incentive Stock Options) over the Exercise Price with or without regard to
whether the Option may otherwise be exercisable only in part.
(e) Any Stock Incentive may be granted in connection with all or any
portion of a previously or contemporaneously granted Stock Incentive. Exercise
or vesting of a Stock Incentive granted in connection with another Stock
Incentive may result in a pro rata surrender
6
or cancellation of any related Stock Incentive, as specified in the applicable
Stock Incentive Agreement.
(f) Stock Incentives shall not be transferable or assignable except
by will or by the laws of descent and distribution and shall be exercisable,
during the Participant's lifetime, only by the Participant; in the event of the
Disability of the Participant, by the legal representative of the Participant;
or in the event of the death of the participant, by the personal representative
of the Participant's estate or if no personal representative has been appointed,
by the successor in interest determined under the Participant's will.
(g) No Stock Incentive shall have a term that extends beyond the
tenth anniversary of the date the Stock Incentive was granted.
3.2 Terms and Conditions of Options. Each Option granted under the Plan
shall be evidenced by a Stock Incentive Agreement. At the time any Option is
granted, the Committee shall determine whether the Option is to be an Incentive
Stock Option or a Non-Qualified Stock Option, and the Option shall be clearly
identified as to its status as an Incentive Stock Option or a Non-Qualified
Stock Option. At the time any Incentive Stock Option is exercised, the Company
shall be entitled to place a legend on the certificates representing the shares
of Stock purchased pursuant to the Option to clearly identify them as shares of
Stock purchased upon exercise of an Incentive Stock Option. An Incentive Stock
Option may only be granted within ten (10) years from the earlier of the date
the Plan is adopted by the Board of Directors or approved by the Company's
stockholders.
(a) Option Price. Subject to adjustment in accordance with Section
5.2 and the other provisions of this Section 3.2, the exercise price (the
"Exercise Price") per share of Stock purchasable under any Option shall be as
set forth in the applicable Stock Incentive Agreement. With respect to each
grant of an Incentive Stock Option to a Participant who is not an Over 10% Owner
or to each grant of any Option to a Participant who is then a "covered
employee," within the meaning of Code Section 162(m), the Exercise Price per
share shall not be less than the Fair Market Value on the date the Option is
granted. With respect to each grant of an Incentive Stock Option to a
Participant who is an Over 10% Owner, the Exercise Price shall not be less than
110% of the Fair Market Value on the date the Option is granted. With respect to
each grant of a Non-Qualified Stock Option, the Exercise Price per share shall
be no less than 85% of the Fair Market Value.
(b) Option Term. The term of an Option shall be as specified in the
applicable Stock Incentive Agreement; provided, however that any Incentive Stock
Option granted to a Participant who is not an Over 10% Owner shall not be
exercisable after the expiration of ten (10) years after the date the Option is
granted and any Incentive Stock Option granted to an Over 10% Owner shall not be
exercisable after the expiration of five (5) years after the date the Option is
granted.
(c) Payment. Payment for all shares of Stock purchased pursuant to
exercise of an Option shall be made in any form or manner authorized by the
Committee in the Stock Incentive Agreement or by amendment thereto, including,
but not limited to, cash or, if the Stock
7
Incentive Agreement provides, (1) by delivery to the Company of a number of
shares of Stock which have been owned by the holder for at least six (6) months
prior to the date of exercise having an aggregate Fair Market Value of not less
than the product of the Exercise Price multiplied by the number of shares the
Participant intends to purchase upon exercise of the Option on the date of
delivery; (2) in a cashless exercise through a broker; or (3) by having a number
of shares of Stock withheld, the Fair Market Value of which as of the date of
exercise is sufficient to satisfy the Exercise Price. In its discretion, the
Committee also may authorize (at the time an Option is granted or thereafter)
Company financing to assist the Participant as to payment of the Exercise Price
on such terms as may be offered by the Committee in its discretion. Payment
shall be made at the time that the Option or any part thereof is exercised, and
no shares shall be issued or delivered upon exercise of an Option until full
payment has been made by the Participant. The holder of an Option, as such,
shall have none of the rights of a stockholder.
(d) Conditions to the Exercise of an Option. Each Option granted
under the Plan shall be exercisable by whom, at such time or times, or upon the
occurrence of such event or events, and in such amounts, as the Committee shall
specify in the Stock Incentive Agreement; provided, however, that subsequent to
the grant of an Option, the Committee, at any time before complete termination
of such Option, may accelerate the time or times at which such Option may be
exercised in whole or in part, including, without limitation, upon a Change in
Control and may permit the Participant or any other designated person to
exercise the Option, or any portion thereof, for all or part of the remaining
Option term notwithstanding any provision of the Stock Incentive Agreement to
the contrary.
(e) Termination of Incentive Stock Option. With respect to an
Incentive Stock Option, in the event of the Termination of Service of a
Participant, the Option or portion thereof held by the Participant which is
unexercised shall expire, terminate, and become unexercisable no later than the
expiration of three (3) months after the date of Termination of Service;
provided, however, that in the case of a holder whose Termination of Service is
due to death or Disability, one (1) year shall be substituted for such three (3)
month period. For purposes of this Subsection (e), Termination of Service of the
Participant shall not be deemed to have occurred if the Participant is employed
by another corporation (or a parent or subsidiary corporation of such other
corporation) which has assumed the Incentive Stock Option of the Participant in
a transaction to which Code Section 424(a) is applicable.
(f) Special Provisions for Certain Substitute Options.
Notwithstanding anything to the contrary in this Section 3.2, any Option issued
in substitution for an option previously issued by another entity, which
substitution occurs in connection with a transaction to which Code Section
424(a) is applicable, may provide for an exercise price computed in accordance
with such Code Section and the regulations thereunder and may contain such other
terms and conditions as the Committee may prescribe to cause such substitute
Option to contain as nearly as possible the same terms and conditions (including
the applicable vesting and termination provisions) as those contained in the
previously issued option being replaced thereby.
8
3.3 Treatment of Awards Upon Termination of Service. Except as
otherwise provided by Plan Section 3.2(e), any award under this Plan to a
Participant who suffers a Termination of Service may be cancelled, accelerated,
paid or continued, as provided in the Stock Incentive Agreement or, in the
absence of such provision, as the Committee may determine. The portion of any
award exercisable in the event of continuation or the amount of any payment due
under a continued award may be adjusted by the Committee to reflect the
Participant's period of service from the date of grant through the date of the
Participant's Termination of Service or such other factors as the Committee
determines are relevant to its decision to continue the award.
SECTION 4 RESTRICTIONS ON STOCK
4.1 Escrow of Shares. Any certificates representing the shares of
Stock issued under the Plan shall be issued in the Participant's name, but, if
the Stock Incentive Agreement so provides, the shares of Stock shall be held by
a custodian designated by the Committee (the "Custodian"). Each applicable Stock
Incentive Agreement providing for transfer of shares of Stock to the Custodian
shall appoint the Custodian as the attorney-in-fact for the Participant for the
term specified in the applicable Stock Incentive Agreement, with full power and
authority in the Participant's name, place and stead to transfer, assign and
convey to the Company any shares of Stock held by the Custodian for such
Participant, if the Participant forfeits the shares under the terms of the
applicable Stock Incentive Agreement. During the period that the Custodian holds
the shares subject to this Section, the Participant shall be entitled to all
rights, except as provided in the applicable Stock Incentive Agreement,
applicable to shares of Stock not so held. Any dividends declared on shares of
Stock held by the Custodian shall, as the Committee may provide in the
applicable Stock Incentive Agreement, be paid directly to the Participant or, in
the alternative, be retained by the Custodian until the expiration of the term
specified in the applicable Stock Incentive Agreement and shall then be
delivered, together with any proceeds, with the shares of Stock to the
Participant or to the Company, as applicable.
4.2 Restrictions on Transfer. The Participant shall not have the
right to make or permit to exist any Disposition of the shares of Stock issued
pursuant to the Plan except as provided in the Plan or the applicable Stock
Incentive Agreement. Any Disposition of the shares of Stock issued under the
Plan by the Participant not made in accordance with the Plan or the applicable
Stock Incentive Agreement shall be void. The Company shall not recognize, or
have the duty to recognize, any Disposition not made in accordance with the Plan
and the applicable Stock Incentive Agreement, and the shares so transferred
shall continue to be bound by the Plan and the applicable Stock Incentive
Agreement.
9
SECTION 5 GENERAL PROVISIONS
5.1 Withholding. The Company shall deduct from all cash distributions
under the Plan any taxes required to be withheld by federal, state or local
government. Whenever the Company proposes or is required to issue or transfer
shares of Stock under the Plan, the Company shall have the right to require the
recipient to remit to the Company an amount sufficient to satisfy any federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such shares. A Participant may pay the
withholding tax in cash, by tendering shares of Stock which have been owned by
the holder for at least six (6) months prior to the date of exercise or, if the
applicable Stock Incentive Agreement provides, a Participant may elect to have
the number of shares of Stock he is to receive reduced by the smallest number of
whole shares of Stock which, when multiplied by the Fair Market Value of the
shares of Stock determined as of the Tax Date (defined below), is sufficient to
satisfy federal, state and local, if any, withholding taxes arising from
exercise or payment of a Stock Incentive (a "Withholding Election"). A
Participant may make a Withholding Election only if both of the following
conditions are met:
(a) The Withholding Election must be made on or prior to the date on
which the amount of tax required to be withheld is determined (the "Tax Date")
by executing and delivering to the Company a properly completed notice of
Withholding Election as prescribed by the Committee; and
(b) Any Withholding Election made will be irrevocable; however, the
Committee may in its sole discretion disapprove and give no effect to the
Withholding Election.
5.2 Changes in Capitalization; Merger; Liquidation.
(a) The number of shares of Stock reserved for the grant of Options
and the number of shares of Stock reserved for issuance upon the exercise or
payment, as applicable, of each outstanding Option, and the Exercise Price of
each outstanding Option shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Stock resulting from a subdivision or
combination of shares or the payment of an ordinary stock dividend in shares of
Stock to holders of outstanding shares of Stock or any other increase or
decrease in the number of shares of Stock outstanding effected without receipt
of consideration by the Company.
(b) In the event of any merger, consolidation, extraordinary
dividend (including a spin-off), reorganization or other change in the corporate
structure of the Company or its Stock or tender offer for shares of Stock, the
Committee, in its sole discretion, may make such adjustments with respect to
awards and take such other action as it deems necessary or appropriate to
reflect or in anticipation of such merger, consolidation, extraordinary dividend
(including a spin-off), reorganization, other change in corporate structure or
tender offer, including, without limitation, the substitution of new awards, the
termination or adjustment of outstanding awards, the acceleration of awards or
the removal of restrictions on outstanding awards, all as may be provided in the
applicable Stock Incentive Agreement or, if not expressly addressed therein, as
the Committee subsequently may determine in the event of any such
10
merger, consolidation, extraordinary dividend (including a spin-off),
reorganization or other change in the corporate structure of the Company or its
Stock or tender offer for shares of Stock. Any adjustment pursuant to this
Section 5.2 may provide, in the Committee's discretion, for the elimination
without payment therefor of any fractional shares that might otherwise become
subject to any Stock Incentive.
(c) The existence of the Plan and the Stock Incentives granted
pursuant to the Plan shall not affect in any way the right or power of the
Company to make or authorize any adjustment, reclassification, reorganization or
other change in its capital or business structure, any merger or consolidation
of the Company, any issue of debt or equity securities having preferences or
priorities as to the Stock or the rights thereof, the dissolution or liquidation
of the Company, any sale or transfer of all or any part of its business or
assets, or any other corporate act or proceeding.
5.3 Cash Awards. The Committee may, at any time and in its discretion,
grant to any holder of a Stock Incentive the right to receive, at such times and
in such amounts as determined by the Committee in its discretion, a cash amount
which is intended to reimburse such person for all or a portion of the federal,
state and local income taxes imposed upon such person as a consequence of the
receipt of the Stock Incentive or the exercise of rights thereunder.
5.4 Compliance with Code. All Incentive Stock Options to be granted
hereunder are intended to comply with Code Section 422, and all provisions of
the Plan and all Incentive Stock Options granted hereunder shall be construed in
such manner as to effectuate that intent.
5.5 Right to Terminate Service. Nothing in the Plan or in any Stock
Incentive Agreement shall confer upon any Participant the right to continue as
an employee, officer, director or consultant of the Company or any of its
Affiliates or affect the right of the Company or any of its Affiliates to
terminate the Participant's service at any time.
5.6 Restrictions on Delivery and Sale of Shares; Legends. Each Stock
Incentive is subject to the condition that if at any time the Committee, in its
discretion, shall determine that the listing, registration or qualification of
the shares covered by such Stock Incentive upon any securities exchange or under
any state or federal law is necessary or desirable as a condition of or in
connection with the granting of such Stock Incentive or the purchase or delivery
of shares thereunder, the delivery of any or all shares pursuant to such Stock
Incentive may be withheld unless and until such listing, registration or
qualification shall have been effected. If a registration statement is not in
effect under the Securities Act of 1933 or any applicable state securities laws
with respect to the shares of Stock purchasable or otherwise deliverable under
Stock Incentives then outstanding, the Committee may require, as a condition of
exercise of any Option or as a condition to any other delivery of Stock pursuant
to a Stock Incentive, that the Participant or other recipient of a Stock
Incentive represent, in writing, that the shares received pursuant to the Stock
Incentive are being acquired for investment and not with a view to distribution
and agree that the shares will not be disposed of except pursuant to an
effective registration statement, unless the Company shall have received an
opinion of counsel that such disposition is exempt from such requirement under
the Securities Act of 1933 and any applicable state securities laws. The Company
may include on certificates representing shares delivered
11
pursuant to a Stock Incentive such legends referring to the foregoing
representations or restrictions or any other applicable restrictions on resale
as the Company, in its discretion, shall deem appropriate.
5.7 Non-alienation of Benefits. Other than as specifically provided with
regard to the death of a Participant, no benefit under the Plan shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge; and any attempt to do so shall be void. No such benefit
shall, prior to receipt by the Participant, be in any manner liable for or
subject to the debts, contracts, liabilities, engagements or torts of the
Participant.
5.8 Termination and Amendment of the Plan. The Board of Directors at any
time may amend or terminate the Plan without stockholder approval; provided,
however, that the Board of Directors may condition any amendment on the approval
of stockholders of the Company if such approval is necessary or advisable with
respect to tax, securities or other applicable laws. No such termination or
amendment without the consent of the holder of a Stock Incentive shall adversely
affect the rights of the Participant under such Stock Incentive.
5.9 Choice of Law. The laws of the State of Georgia shall govern the Plan,
to the extent not preempted by federal law.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed as of
this ___ day of ___________________, 1999.
COMMUNITY CAPITAL BANCSHARES, INC.
By:
--------------------------------
Title:
-----------------------------
ATTEST:
---------------------------
Secretary
[CORPORATE SEAL]
12
EXHIBIT A
13
FIRST AMENDMENT TO THE
COMMUNITY CAPITAL BANCSHARES, INC.
1998 STOCK INCENTIVE PLAN
THIS FIRST AMENDMENT is made as of January 2, 2001, by Community Capital
Bancshares, Inc., a Georgia corporation (the "Company").
WHEREAS, the Company maintains the Community Capital Bancshares, Inc. 1998
Stock Incentive Plan (the "Plan"), which was last amended and restated effective
as of February 15, 1999;
WHEREAS, the Company desires to amend the Plan to reflect a ten-for-seven
stock split, which was effective in January of 2001.
NOW, THEREFORE, BE IT RESOLVED, that, effective as of January 2, 2001, the
Company does hereby amend the Plan as follows:
1. By deleting the existing Section 2.2 and replacing it with the
following new Section 2.2:
"2.2 Stock Subject to the Plan. Subject to adjustment in accordance
with Plan Section 5.2, 128,574 shares of Stock (the "Maximum Plan Shares")
are hereby reserved exclusively for issuance pursuant to Stock Incentives.
At no time shall the Company have outstanding Stock Incentives and shares
of Stock issued in respect of Stock Incentives in excess of the Maximum
Plan Shares. The shares of Stock attributable to the nonvested, unpaid,
unexercised, unconverted or otherwise unsettled portion of any Stock
Incentive that is forfeited or cancelled or expires or terminates for any
reason without becoming vested, paid, exercised, converted or otherwise
settled in full shall again be available for purposes of the Plan."
2. By deleting the last sentence of Section 2.4 and replacing it with the
following new language:
"To the extent required under Code Section 162(m) and regulations
thereunder for compensation to be treated as qualified performance-based
compensation, subject to adjustment in accordance with Section 5.2, the
maximum number of shares of Stock with respect to which Options may be
granted during any single fiscal year of the Company to any employee shall
not exceed 85,716."
Except as specifically amended hereby, the remaining provisions of the
Plan shall remain in full force and effect as prior to the adoption of this
First Amendment.
IN WITNESS WHEREOF, the Company has caused this First Amendment to be
executed, effective as of the date first above written.
COMMUNITY CAPITAL BANCSHARES, INC.
By:
--------------------------------
Title:
-----------------------------
ATTEST:
By:
---------------------------------
Title:
------------------------------
SECOND AMENDMENT TO THE
COMMUNITY CAPITAL BANCSHARES, INC.
1998 STOCK INCENTIVE PLAN
THIS SECOND AMENDMENT is made as of January 27, 2003, by Community Capital
Bancshares, Inc., a Georgia corporation (the "Company").
WHEREAS, the Company maintains the Community Capital Bancshares, Inc. 1998
Stock Incentive Plan (the "Plan"), which was last amended as of January 2, 2001;
and
WHEREAS, the Company desires to amend the Plan to reflect an increase in
the number of shares reserved under the Plan and to delete the definition of
"Change in Control" under the Plan.
NOW, THEREFORE, BE IT RESOLVED, that, effective as of the date hereof, the
Company does hereby amend the Plan as follows:
1. By deleting the existing Section 1.1(c) and substituting therefor
"[Reserved]."
2. By deleting the phrase "Change in Control" as it appears throughout the
Plan and substituting therefor the phrase "change in control (as defined by the
Committee from time to time)."
3. By deleting the existing Section 2.2 and replacing it with the
following new Section 2.2:
"2.2 Stock Subject to the Plan. Subject to adjustment in accordance
with Plan Section 5.2, 303,574 shares of Stock (the "Maximum Plan Shares")
are hereby reserved exclusively for issuance pursuant to Stock Incentives.
At no time shall the Company have outstanding Stock Incentives and shares
of Stock issued in respect of Stock Incentives in excess of the Maximum
Plan Shares. The shares of Stock attributable to the nonvested, unpaid,
unexercised, unconverted or otherwise unsettled portion of any Stock
Incentive that is forfeited or cancelled or expires or terminates for any
reason without becoming vested, paid, exercised, converted or otherwise
settled in full shall again be available for purposes of the Plan."
This Second Amendment is conditioned upon approval by the stockholders of
the Company within twelve months of the date hereof, and, if such stockholder
approval is not obtained, this Second Amendment shall be rendered null and void.
Except as specifically amended hereby, the remaining provisions of the
Plan shall remain in full force and effect as prior to the adoption of this
Second Amendment.
IN WITNESS WHEREOF, the Company has caused this Second Amendment to be
executed, effective as of the date first above written.
COMMUNITY CAPITAL BANCSHARES, INC.
By:
--------------------------------
Title:
-----------------------------
ATTEST:
By:
---------------------------------
Title:
------------------------------
COMMUNITY CAPITAL BANCSHARES, INC.
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, APRIL 28, 2003
The undersigned hereby appoints Robert E. Lee or Charles M. Jones, III or
either of them, as proxies, each with the power to appoint his substitute, and
hereby authorizes them or either of them to represent and to vote, as designated
below, all of the common stock of Community Capital Bancshares, Inc., which the
undersigned would be entitled to vote if personally present at the annual
meeting of shareholders to be held at the Merry Acres Conference Center, 1504
Dawson Road, Albany, Georgia 31707 and at any adjournments of the annual
meeting, upon the proposal described in the accompanying notice of the annual
meeting and the proxy statement relating to the annual meeting, receipt of which
are hereby acknowledged.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSALS.
PROPOSAL 1: To elect the five (5) persons listed below to serve as Class I
Directors of Community Capital Bancshares, Inc. for a three-year
term:
Charles M. Jones, III Van Cise Knowles Robert E. Lee
Corinne C. Martin William F. McAfee
|_| FOR all nominees listed |_| WITHHOLD authority to vote
above (except as indicated for all nominees listed
below) above
INSTRUCTION: To withhold authority for any individual nominee, mark "FOR" above,
and write the nominee's name in this space_____________________________________.
PROPOSAL 2: To amend the Community Capital Bancshares, Inc. 1998 Stock Incentive
Plan to increase the number of shares reserved for issuance under
the plan to 303,574 shares:
|_| FOR |_| AGAINST |_| ABSTAIN
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION TO THE CONTRARY IS INDICATED, IT WILL
BE VOTED FOR THE PROPOSAL.
DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER
MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING.
If stock is held in the name of more than one person, all holders must
sign. Signatures should correspond exactly with the name or names appearing on
the stock certificate(s). When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
------------------------------------------------
Signature(s) of Shareholder(s)
[LABEL]
------------------------------------------------
Name(s) of
Shareholders(s)
Date: ____________________________________, 2003
(Be sure to date your proxy)
Please mark, sign and date this proxy, and return it in the enclosed
return-addressed envelope. No postage necessary.
I WILL __________ WILL NOT ___________ ATTEND THE ANNUAL SHAREHOLDERS MEETING.
PLEASE RETURN PROXY AS SOON AS POSSIBLE