UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
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240.14a-12
COMMUNITY CENTRAL BANK CORPORATION
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CONTROL NUMBER.
SEC 1913 (11-01)
COMMUNITY CENTRAL BANK CORPORATION
100 NORTH MAIN STREET
MOUNT CLEMENS, MI 48043
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 20, 2004
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of
COMMUNITY CENTRAL BANK CORPORATION will be held at the Best Western Concorde
Inn, 44315 Gratiot Avenue, Clinton Township, Michigan, on Tuesday, April 20,
2004, at 9:00 a.m., for the purpose of considering and voting upon the following
matters:
1. ELECTION OF DIRECTORS. To elect four Class II directors each
for a three-year term, as detailed in the accompanying proxy statement.
2. AMENDMENT TO THE 2002 INCENTIVE PLAN TO ADD 100,000 SHARES TO
EXISTING PLAN: Increase the number of shares of common stock for which awards
may be granted under the 2002 Incentive Plan by 100,000 shares, which is
approximately 3.7% of the outstanding shares of the Corporation as of the date
of this proxy statement.
3. OTHER BUSINESS. To transact such other business as may
properly be brought before the annual meeting, or any adjournments of the
meeting. As of the date of this proxy statement, the Board of Directors of the
Corporation is not aware of any such other business.
Only those stockholders of record at the close of business on Tuesday,
February 23, 2004, shall be entitled to notice of and to vote at the annual
meeting or any adjournments or postponements thereof.
To ensure that your shares are represented at the annual meeting,
please take the time to vote by signing, dating and mailing the enclosed proxy,
which is solicited on behalf of the Corporation's Board of Directors. The proxy
will not be used if you attend and vote at the annual meeting in person.
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS VERY IMPORTANT. PLEASE
ACT TODAY.
By Order of the Board of Directors,
David A. Widlak
Chairman of the Board
and Chief Executive Officer
Dated: March 17, 2004
COMMUNITY CENTRAL BANK CORPORATION
100 NORTH MAIN STREET
MOUNT CLEMENS, MI 48043
PROXY STATEMENT
This proxy statement is furnished to stockholders of Community Central
Bank Corporation in connection with the solicitation of proxies by its Board of
Directors for use at the Corporation's annual meeting of stockholders and at any
and all adjournments or postponements of the meeting. The annual meeting of
stockholders is being held on Tuesday, April 20, 2004, at 9:00 a.m., at the Best
Western Concorde Inn, 44315 Gratiot Avenue, Clinton Township, Michigan. These
proxy materials are first being mailed to our stockholders on or about March 17,
2004. Community Central Bank Corporation is referred to as the "Corporation"
throughout this document. Certain of the information provided herein relates to
Community Central Bank, a wholly owned subsidiary of the Corporation, which is
referred to in this proxy statement as the "Bank."
The Board of Directors, in accordance with the bylaws of the
Corporation, has fixed the close of business on February 23, 2004, as the record
date for determining the stockholders entitled to notice of and to vote at the
annual meeting and at any and all adjournments and postponements of the meeting.
At the close of business on the record date, the Corporation had 2,721,875
shares of common stock outstanding, with each outstanding share entitled to one
vote. A majority of the outstanding shares will constitute a quorum at the
meeting.
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its exercise. Unless the proxy is revoked,
the shares represented by it will be voted at the annual meeting or any
adjournment of the meeting. You may revoke your proxy before it is voted at the
annual meeting by (i) submitting a new proxy with a later date; (ii) notifying
the Corporation's Secretary at the above address that you revoke your previously
submitted proxy; or (iii) voting in person at the annual meeting.
The entire cost of soliciting proxies will be borne by the Corporation.
Proxies may be solicited by mail or by directors, officers, or regular employees
of the Corporation or its subsidiary, in person, by telephone or by other forms
of communication. The Corporation has retained Georgeson Shareholder, a proxy
solicitation firm, to assist with the solicitation of proxies for a fee not to
exceed $4,000, plus reimbursement of out of pocket expenses. The Corporation
will reimburse brokerage houses and other custodians, nominees and fiduciaries
for their out-of-pocket expenses for forwarding soliciting material to the
beneficial owners of common stock of the Corporation.
Shares held in "street name" by a broker, bank or other nominee, as the
record holder of the shares, are required to be voted in accordance with
instructions from the beneficial owner of the shares. If no instructions are
provided to the nominee, the nominee will be entitled to vote the shares with
respect to "discretionary" items but will not be permitted to vote your shares
with respect to "non-discretionary" items. In the case of non-discretionary
items, the shares will be treated as "broker non-votes." The election of
directors is considered a "discretionary" item and, therefore, the broker bank
or other nominee may vote shares without instructions from the beneficial owner.
THE CORPORATION'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
VOTE FOR THE ELECTION OF MANAGEMENT'S DIRECTOR NOMINEES AND FOR THE AMENDMENT TO
THE 2002 INCENTIVE PLAN TO INCREASE SHARES OF COMMON STOCK AVAILABLE FOR AWARDS
BY 100,000.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
BENEFICIAL OWNERSHIP
The following table presents information regarding the beneficial
ownership of the Corporation's common stock as of February 23, 2004, the voting
record date for the annual meeting, by each of the directors and director
nominees of the Corporation whose terms of office will continue after the annual
meeting, each of the executive officers named in the summary compensation table
on page 9, and all directors and executive officers of the Corporation as a
group.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of common stock subject to outstanding options that are currently
exercisable or exercisable within 60 days after February 23, 2004, the voting
record date for the annual meeting, are included in the number of shares
beneficially owned by the person and are deemed outstanding for the purpose of
calculating the person's percentage ownership. These shares, however, are not
deemed outstanding for the purpose of computing the percentage ownership of any
other person. As of February 23, 2004, 2,721,875 shares of Corporation common
stock were outstanding.
Amount
Beneficially Percent of Class
Name of Beneficial Owner Owned (1) Beneficially Owned
-------------------------------------------- ------------ ------------------
Gebran S. Anton ............................ 100,004 3.67%
David E. Bonior ............................ 1,680 (2) 0.06%
Joseph Catenacci ........................... 69,964 (3) 2.57%
Salvatore Cottone .......................... 79,183 (3) 2.90%
Celestina Giles ............................ 22,476 (4) 0.83%
Bobby L. Hill .............................. 28,424 (2) 1.04%
Joseph F. Jeannette ........................ 100,933 (3) 3.70%
Dean S. Petitpren .......................... 128,842 (3) 4.73%
Ronald R. Reed ............................. 45,817 (5) 1.66%
Michael D. Schwartz ........................ 47,058 1.73%
David A. Widlak ............................ 61,933 (6) 2.26%
Ray T. Colonius ............................ 34,690 (7) 1.26%
All directors and executive officers of the
Corporation as a group (12 persons) ...... 721,004 (8) 25.52%
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(1) Some or all of the common stock listed may be held jointly with, or for
the benefit of, spouses or relatives of, or various trusts established
by, the person indicated.
(2) Includes options to purchase 1,100 shares exercisable within 60 days of
February 23, 2004.
(3) Includes options to purchase 4,400 shares exercisable within 60 days of
February 23, 2004.
(4) Includes options to purchase 1,210 shares exercisable within 60 days of
February 23, 2004.
(5) Includes options to purchase 34,217 shares exercisable within 60 days
of February 23, 2004.
(6) Includes options to purchase 18,733 shares exercisable within 60 days
of February 23, 2004.
(7) Includes options to purchase 29,690 shares exercisable within 60 days
of February 23, 2004.
(8) Includes options to purchase 103,650 shares exercisable within 60 days
of February 23, 2004.
The table below shows the beneficial ownership of the Corporation's
common stock by each person who was known by the Corporation to own beneficially
more than 5% of the Corporation's common stock as of February 23, 2004. To the
best of the Corporation's knowledge, no other person owns more than 5% of the
Corporation's outstanding common stock.
2
Name and Address Shares Percent of
of Beneficial Owner Beneficially Owned Common Stock
-------------------------------- ------------------ ------------
Tontine Financial Partners, L.P. 186,589 6.9%
Tontine Management, L.L.C.
Jeffrey L. Gendell
55 Railroad Avenue, 3rd Floor
Greenwich, CT 06830
----------------------
(1) Based on information in a Schedule 13D, dated January 23, 2004, filed
by Tontine Financial Partners, L.P. ("TFP"), a Delaware limited
partnership, Tontine Management, L.L.C. ("TM"), a Delaware limited
liability company which is the general partner of TFP, and Jeffrey L.
Gendell, who is the managing partner of TM. TFP, TM and Mr. Gendell
have reported shared voting and shared dispositive power over all of
the reported shares.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on our review of copies of reports filed pursuant to
Section 16(a) of the Securities Exchange Act of 1934, as amended, or written
representations from persons required to file such reports, we believe that all
filings required to be made were timely made in accordance with the requirements
of the Securities Exchange Act of 1934.
ELECTION OF DIRECTORS
GENERAL
The Corporation's articles of incorporation and bylaws provide that the
number of directors, as determined from time to time by the Board of Directors,
shall be no less than six and no more than 15. The Board of Directors has
presently fixed the number of directors at 11. The articles of incorporation and
bylaws further provide that the directors shall be divided into three classes,
Class I, Class II and Class III, with each class serving a staggered three-year
term and with the number of directors in each class being as nearly equal as
possible.
The Board of Directors has nominated Salvatore Cottone, Bobby L. Hill,
Dean S. Petitpren and Ronald R. Reed, as Class II directors, each for a
three-year term expiring at the Corporation's 2007 annual meeting of
stockholders, and upon election and qualification of their successors. Each of
the nominees is presently a Class II director of the Corporation whose term
expires at the April 20, 2004 annual meeting of stockholders. The affirmative
vote of a plurality of the votes cast is required for the nominees to be
elected. This means that the nominees with the most affirmative votes are
elected to fill the available seats. Accordingly, votes withheld have no effect
on the election of directors. THE CORPORATION'S BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF MANAGEMENT'S DIRECTOR NOMINEES.
The other members of the Board, who are Class I and Class III
directors, will continue in office in accordance with their previous elections
until the expiration of their terms at the Corporation's 2006 or 2005 annual
meetings of stockholders, respectively. See "Information About Directors and
Nominees as Directors" below.
It is the intention of the persons named in the enclosed proxy to vote
the proxy for the election of the four nominees. The proposed nominees for
election as directors are willing to be elected and serve; but in the event that
any nominee at the time of election is unable to serve or is otherwise
unavailable for election, the Board of Directors may select a substitute
nominee, and in that event the persons named in
3
the enclosed proxy intend to vote the proxy for the person so selected. If a
substitute nominee is not selected, the proxy will be voted for the election of
the remaining nominees.
INFORMATION ABOUT DIRECTORS AND NOMINEES AS DIRECTORS
The following table presents certain information about the director
nominees and continuing directors of the Corporation. All of the directors
listed are also directors of the Bank. Each of the directors has held the
principal occupation listed in the table below for at least the past five years,
except as specifically indicated otherwise.
Has Served
as a Director Year When Term
Name, Age, Principal Occupation Since of Office Expires
--------------------------------------------------------------------------- ------------- -----------------
NOMINEES
Salvatore Cottone, 63...................................................... 1996 2007
President; Resco, Inc. (Real Estate Development)
Chairman of the Board of the Bank
Bobby L. Hill, 71.......................................................... 1996 2007
County Commissioner; Macomb County Board of Commissioners
Dean S. Petitpren, 61...................................................... 1996 2007
President; Petitpren, Inc. (Beer Distribution)
Ronald R. Reed, 57......................................................... 2000 2007
President and CEO of the Bank
Vice Chairman of the Corporation
DIRECTORS REMAINING IN OFFICE
Gebran S. Anton, 71........................................................ 1996 2005
Co-owner; Anton, Zorn & Associates (Commercial & Industrial
Real Estate Brokerage)
President; Gebran Anton Development Co. (Real Estate Development)
David E. Bonior, 58........................................................ 2003 2006
Retired U.S. Congressman; U.S. Government, 1977 - 2003
Professor of Labor Studies; Wayne State University, 2003 - present
Joseph Catenacci, 68....................................................... 1996 2006
Chief Operating Officer; John Carlo, Inc. (Highway and Heavy
Construction)
Celestina Giles, 56........................................................ 1996 2006
Retired Executive Secretary, Community Central Bank, 1996 - 2002
Joseph F. Jeannette, 59.................................................... 1996 2005
Assistant Director; Utica Community Schools
Michael D. Schwartz, 74.................................................... 2001 2005
President; Five Star Land Company (Real Estate
Investment) 2001 - present
Retired Circuit Court Judge Macomb County, 1986 - 2000
David A. Widlak, 55........................................................ 1999 2006
Chairman of the Board and Chief Executive Officer
of the Corporation, 2000 - present
Investor / Consultant
4
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS, CORPORATE GOVERNANCE MATTERS
AND DIRECTOR COMPENSATION
The Corporation's Board of Directors conducted 10 meetings during
fiscal 2003. The Board of Directors of the Bank, the Corporation's principal
operating subsidiary, conducted 10 meetings during fiscal 2003. Each director
attended at least 75% of the (i) Corporation's Board meetings and any committees
on which he or she served and (ii) Bank's meetings and any committees on which
he or she served. In addition, all of our Board members are expected to attend
the Corporation's annual meeting of stockholders, although the Corporation does
not have any written policy as to Board members' attendance at the annual
meeting of stockholders. Last year's annual meeting of stockholders was attended
by the entire Board of Directors.
The Board of Directors has determined that directors David E. Bonior,
Joseph E. Catenacci, Salvatore Cottone, Bobby L. Hill, Joseph F. Jeannette and
Michael D. Schwartz, consisting of a majority of the Board members, are
"independent directors" as that term is defined in the Nasdaq Stock Market
("Nasdaq") listing standards. Stockholders may communicate directly with the
Board of Directors by sending written communications to the Corporation,
addressed to the Chairman of the Board.
The Board of Directors of the Corporation has standing Audit,
Compensation and Nominating Committees. During February 2004, the Corporation's
Board of Directors adopted a revised written charter for the Audit Committee,
written charters for the Compensation and Nominating Committees, and a written
code of business conduct and ethics that applies to all of our directors,
officers and employees. During March 2004, the Board of Directors appointed
Audit, Compensation and Nominating Committee members consisting of solely
independent directors (as that term is defined in the Nasdaq listing standards),
except for the appointment of Mr. Gebran S. Anton to the Nominating Committee.
During 2003, the Bank purchased the building serving as the main office of the
Corporation and the Bank from a company partially owned by Mr. Anton, thus
disqualifying him as an independent director under the Nasdaq listing standards.
In connection with his appointment to the Nominating Committee, the Board,
relying on an exception under the Nasdaq listing standards, determined that it
was in the best interests of the Corporation and its stockholders to have Mr.
Anton serve as a member of the Nominating Committee because of his experience
and in light of the lack of any continuing conflict of interest.
The charters for the Audit and Nominating Committees are included in
this proxy statement as Appendices A and B, respectively. The code of business
conduct and ethics will be filed with the SEC as Exhibit 14 to the Corporation's
Form 10-KSB for the year ended December 31, 2003. A copy of these charters and
the code may be obtained free of charge by writing to or calling the
Corporation's Secretary at our main office.
Audit Committee. The Audit Committee is currently comprised of
Directors Salvatore Cottone (Chairman), Bobby L. Hill, Joseph F. Jeannette and
Michael D. Schwartz. The Board of Directors has determined that Mr. Cottone is
an "audit committee financial expert" as defined in Item 401(e) of Regulation
S-B of the Securities Exchange Act of 1934, and that all of the Audit Committee
members meet the independence and financial literary requirements in the
Nasdaq's listing standards. The Audit Committee met six times during fiscal
2003. The Audit Committee's responsibilities include hiring, terminating or
reappointing the Corporation's independent auditors, reviewing the scope of
proposed audits and the procedures to be used, and the results of the audits,
reviewing the adequacy and effectiveness of accounting and financial controls,
and reviewing the entire internal and independent auditing function and the
financial statements of the Corporation. The Audit Committee also approves
non-audit and audit services to be performed by the independent auditors,
reviews and approves all related party transactions for potential conflict of
interest situations, and reviews and assesses the adequacy of the Audit
Committee charter on an annual basis.
5
Compensation Committee. The Compensation Committee is currently
comprised of Directors David E. Bonior, Joseph Catenacci and Joseph F.
Jeannette. The Compensation Committee met three times during fiscal 2003. The
Compensation Committee reviews overall compensation policies for the Corporation
and the Bank. The Compensation Committee's responsibilities include determining
compensation and benefits for officers of the Corporation, based on
recommendations of Chief Executive Officer, David A. Widlak, who is not present
during voting or deliberations concerning his compensation. The Compensation
Committee is also responsible for administering the option plans and benefit
plans of the Corporation.
Nominating Committee. The Nominating Committee is currently comprised
of Directors Gebran S. Anton, Joseph E. Catenacci, Joseph F. Jeannette and
Michael D. Schwartz (Chairman). The Nominating Committee met two times during
fiscal 2003. The Nominating Committee is responsible for reviewing and making
recommendations to the Board of Directors as to its size and composition and
recommending to the Board of Directors candidates for election as directors at
the annual meetings, and filling any vacancies that may occur between annual
meetings. The Nominating Committee will consider as potential nominees persons
recommended by stockholders. Recommendations should be submitted to the
Nominating Committee in care of Lisa M. Medlock, Secretary of the Corporation.
Each recommendation should include a personal biography of the suggested
nominee, an indication of the background or experience that qualifies such
person for consideration, and a statement that such person has agreed to serve
if nominated and elected. Stockholders who themselves wish to nominate a person
for election to the Board of Directors, as contrasted with recommending a
potential nominee to the Board for its consideration, are required to comply
with the advance notice and other requirements detailed in the Corporation's
articles of incorporation. The Nominating Committee has the following
responsibilities:
(i) recommend to the Board the appropriate size of the Board and
assist in identifying, interviewing and recruiting candidates
for the Board;
(ii) recommend candidates (including incumbents) for election and
appointment to the Board of Directors, subject to the
provisions set forth in the Corporation's articles of
incorporation and bylaws relating to the nomination or
appointment of directors, based on the following criteria:
business experience, education, integrity and reputation,
independence, conflicts of interest, diversity, age, number of
other directorships and commitments (including charitable
obligations), tenure on the Board, attendance at Board and
committee meetings, stock ownership, specialized knowledge
(such as an understanding of banking, accounting, marketing,
finance, regulation and public policy) and a commitment to the
Corporation's communities and shared values, as well as
overall experience in the context of the needs of the Board as
a whole;
(iii) review nominations submitted by stockholders, which have been
addressed to the Corporation's Secretary, and which comply
with the requirements of the Corporation's articles of
incorporation and bylaws. Nominations from stockholders will
be considered and evaluated using the same criteria as all
other nominations;
(iv) annually recommend to the Board committee assignments and
committee chairs on all committees of the Board, and recommend
committee members to fill vacancies on committees as
necessary; and
(v) perform any other duties or responsibilities expressly
delegated to the Committee by the Board.
6
Director Compensation. Each member of the Board of Directors receives
$1,750 per month, in aggregate, for services as a director of the Corporation
and the Bank. In addition, Messrs. Salvatore Cottone, Bobby L. Hill, Ronald R.
Reed and David A. Widlak receive $500 a month for serving as members of the
Management Committee of Community Central Mortgage Company, LLC, the
Corporation's mortgage company subsidiary.
Nonemployee directors also receive compensation for their services as
committee members, which includes: Audit and Compensation committee members each
receive $500 per meeting attended, while the Chairman receives $1,500 per month;
Loan, Asset/Liability, Personnel and Nominating Committee members each receive
$25 per meeting attended, while the Chairman receives $50 per meeting attended.
Under the Corporation's 2002 Incentive Plan, which was approved by the
stockholders at the Corporation's annual meeting held in April 2002, each
director is awarded 300 shares of common stock of the Corporation annually. The
awards are made each year, on the first business day of the month following the
annual meeting of stockholders, from 2002 through 2010, during the period that
the director serves on the Board.
REPORT OF THE AUDIT COMMITTEE
The following Audit Committee Report does not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Corporation filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent the Corporation specifically
incorporates this report by reference.
The members of the Audit Committee consist of Salvatore Cottone, Bobby
L. Hill, Joseph F. Jeannette and Michael D. Schwartz. Each of the members of the
Audit Committee is independent as that term currently is defined under the
Nasdaq listing standards. The Audit Committee's responsibilities include
selecting, terminating or reappointing the Corporation's independent auditors,
reviewing the scope of proposed audits and the procedures to be used, and the
results of the audits, reviewing the adequacy and effectiveness of accounting
and financial controls, and reviewing the internal auditing function and the
financial statements of the Corporation. The Audit Committee operates under a
written charter adopted by the Board of Directors. The new charter for the Audit
Committee adopted in February, 2004, is attached to the proxy statement as
Appendix A.
Management has the primary responsibility for the financial statements
and the reporting process, including the Corporation's systems of internal
controls. In fulfilling its oversight responsibilities, the Audit Committee
reviewed the audited financial statements for the year ended December 31, 2003
with management, including a discussion of the quality and the acceptability of
the Corporation's financial reporting and controls.
In accordance with its charter, the Audit Committee reviewed with the
independent auditors, Plante & Moran, PLLC, who are responsible for expressing
an opinion on the conformity of those audited financial statements with
generally accepted accounting principles, their judgments as to the quality and
the acceptability of the Corporation's financial reporting and such other
matters as are required to be discussed with the Audit Committee under generally
accepted auditing standards, including the matters required to be discussed
pursuant to Statement on Auditing Standards No. 61 and No. 90 (Communications
with Audit Committees). In addition, the Audit Committee has discussed with
Plante & Moran, PLLC the auditors' independence from management and the
Corporation, including the matters in the auditors' written disclosures required
by the Independence Standards Board Standard No. 1
7
(Independence Discussions with Audit Committees). The Audit Committee has
considered the compatibility of the providing of non-audit services with
maintaining the auditors' independence.
In fulfilling its oversight responsibility of reviewing the services
performed by the Corporation's independent auditors, the Audit Committee
carefully reviews the policies and procedures for the engagement of independent
auditors and the fees paid by the Corporation for such services. The Audit
Committee also discussed with the Corporation's internal and independent
auditors the overall scope and plans for their respective audits and the fees
paid by the Corporation for such services. The Audit Committee meets
periodically with the internal and independent auditors, with and without
management present, to discuss the results of their examinations, their
evaluations of the Corporation's internal controls, and the overall quality of
the Corporation's financial reporting.
The Corporation's Chief Executive Officer and Chief Financial Officer
also reviewed with the Audit Committee the certifications that each such officer
will file with the SEC pursuant to the requirements of Sections 302 and 906 of
the Sarbanes-Oxley Act of 2002 ("Sarbanes"). Management also reviewed with the
Audit Committee the policies and procedures it has adopted to ensure the
accuracy of such certifications.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Annual Report on Form 10-KSB for the year ended
December 31, 2003 for filing with the Securities and Exchange Commission. The
Audit Committee appointed Plante & Moran, PLLC as the Corporation's independent
auditors for 2004.
Audit Committee
Salvatore Cottone
Bobby L. Hill
Joseph F. Jeannette
Michael D. Schwartz
8
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth summary information concerning
compensation awarded to, earned by or paid to the named executives for services
rendered by each of them in all capacities with the Corporation and the Bank. No
other executive officer received aggregate compensation, which includes salary
and bonus, exceeding $100,000, for services rendered in 2003. Each of the named
executives received perquisites and other personal benefits in addition to his
salary and bonus during the periods stated; however, the aggregate amount of
these perquisites and other personal benefits did not exceed the lesser of
$50,000 or 10% of his or her respective total annual salary and bonus and,
therefore, this information has been omitted as permitted by the rules of the
SEC.
Annual Compensation Long Term
----------------------------- Compensation All Other
Name and Principal Position Year Salary (1) Bonus Options Compensation (2)
------------------------------- ---- ---------- ------- ------------ ----------------
David A. Widlak, 2003 $175,255 $47,500 7,000 $2,466
Chairman of the Board 2002 72,322 40,000 12,000 0
and CEO of the Corporation 2001 15,000 40,000 0 0
Ronald R. Reed, 2003 $184,102 $40,000 5,000 $6,000
President and CEO of the 2002 170,070 35,000 12,000 5,596
Bank and Vice-Chairman 2001 144,615 25,000 20,000 644
of the Corporation
Ray T. Colonius, 2003 $118,450 $35,000 3,000 $4,767
CFO & Treasurer of the 2002 108,596 30,000 5,000 4,158
Corporation and Sr. VP & CFO of 2001 90,946 20,000 20,000 2,728
the Bank
------------------------
(1) Includes director fees paid to Mr. Widlak and Mr. Reed for each of the
periods reported. Mr. Widlak's salary amount for 2001 consisted solely
of director fees.
(2) These amounts represent contributions made by the Bank to the 401(k)
plan account of the named executive officer.
9
OPTIONS GRANTED IN 2003
The following table provides information on options granted to the
named executive officers during the year ended December 31, 2003. No stock
appreciation rights have been granted by the Corporation.
Individual Grants
--------------------------------------------------------
Number of % of Total
Shares Options
Underlying Granted to Exercise or
Options Employees Base Price Expiration
Name Granted (1) in 2003 Per Share Date
-------------------- ----------- ---------- ----------- ----------
David A. Widlak 7,000 25% $11.94 11-19-2013
Ronald R. Reed 5,000 18% $11.94 11-19-2013
Ray T. Colonius 3,000 11% $11.94 11-19-2013
------------------------
(1) The options granted to Messrs. Widlak and Colonius vest in three equal
annual installments on November 20, 2003, 2004 and 2005. The options
granted to Mr. Reed vest as follows: 600 option shares on November 20,
2003, 1,600 option shares on November 20, 2004 and 2,800 option shares
on November 20, 2005.
AGGREGATED STOCK OPTION EXERCISES IN 2003 AND YEAR END OPTION VALUES
The following table provides information on the exercise of stock
options during the year ended December 31, 2003, by the named executive
officers, and the value of unexercised options at December 31, 2003. The "Value
of Unexercised `In-the-Money Options' at 12-31-2003" is calculated by
subtracting the exercise price of the option from the fair market value of the
underlying common stock. For purposes of the following table, fair market value
is deemed to be $13.91 per share, the average of the closing high bid and low
asked prices reported by the Nasdaq National Market as of December 31, 2003. No
stock appreciation rights have been granted by the Corporation.
Number of Value of
Unexercised Unexercised
Options at "In-the-Money"
Shares 12-31-2003 Options at
Acquired on Value Exercisable / 12-31-2003
Name Exercise Realized Unexercisable Exercisable / Unexercisable
---------------- ----------- -------- --------------- ---------------------------
David A. Widlak -- -- 18,733 / 4,667 $ 99,216 / $ 9,194
Ronald R. Reed -- -- 34,217 / 11,054 $242,714 / $62,899
Ray T. Colonius -- -- 29,690 / 8,240 $224,073 / $54,690
10
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Effective April 30, 2003, the Corporation adopted the Community Central
Bank Corporation Supplemental Executive Retirement Plan (the "Corporation
SERP"), and the Bank adopted the Community Central Bank Supplemental Executive
Retirement Plan (the "Bank SERP") to provide supplemental retirement benefits to
a select group of senior officers. The current participant in the Corporation
SERP is Mr. Widlak and the current participants in the Bank SERP are Messrs.
Reed and Colonius, each of whom is vested at 10 percent for each year of
credited service in his retirement benefits under the SERP.
The SERP is designed to provide monthly benefits over a 15-year period
to each participant upon his retirement. The benefit payable upon retirement is
a function of years of service earned after December 31, 1999. The minimum
annual benefit is $75,000 and the maximum annual benefit is 50% of the average
of the three highest years of compensation. Generally, reduced early retirement
benefit payments under the SERP can commence upon the later of the date of the
termination of the participant's employment or age 62; otherwise, benefit
payments generally will commence at age 65. If a participant is terminated for
cause he is not entitled to any benefits under the SERP.
If a participant dies before receiving any retirement benefits under
the SERP, his designated beneficiary will receive a discounted lump sum payment
of the participant's retirement benefits. If a participant dies after he or she
has begun to receive retirement benefits under the SERP, the remaining payments
will continue to be made to the participant's designated beneficiary for the
rest of the payout period, or the committee administering the SERP may
accelerate the payment of the remaining retirement benefits at such time in a
discounted lump sum payment and in such manner as the committee may determine.
The SERP is an unfunded plan. The Bank has obtained life insurance
policies on the lives of the participants in the SERP as a means of offsetting
the costs of providing the benefits under the SERP.
EQUITY COMPENSATION PLAN INFORMATION TABLE
The following table provides information as of December 31, 2003 with
respect to shares of the Corporation common stock that may be issued under our
existing compensation plans and arrangements, which include the Corporation's
1996 and 2000 Employee Stock Option Plans, the 1999 Stock Option Plan for
Directors and the 2002 Incentive Plan. Each of the foregoing plans has been
approved by the Corporation's stockholders and filed with the Securities and
Exchange Commission. This table does not include the 100,000 shares subject to
the amendment to the 2002 Incentive Plan being submitted for approval by the
Corporation's shareholders at the annual meeting.
Number of securities Weighted-average Number of securities remaining
to be issued upon exercise price of available for future issuance under
exercise of outstanding equity compensation plans.
outstanding options, options, warrants (excluding securities reflected in
warrants and rights. and rights. column (a)).
Plan Category (a) (b) (c)
----------------------------- -------------------- ----------------- -----------------------------------
Equity Compensation plans 167,611 $7.87 66,771
approved by security holders
Equity compensation plans not None None None
approved by security holders ------- ------- -------
Total 167,611 $7.87 66,771
======= ======= =======
11
CERTAIN TRANSACTIONS
The Bank has had, and expects to have in the future, loans and other
banking related transactions in the ordinary course of business with the
Corporation's directors, executive officers, and principal stockholders and
their associates. All such transactions (i) are made in the ordinary course of
business, (ii) are made on substantially the same terms, including interest
rates and collateral on loans, as those prevailing at the time for comparable
transactions with other persons, and (iii) in the opinion of management, do not
involve more than the normal risk of collectibility, or present other
unfavorable features. All loans made by the Bank to its directors and officers
are subject to federal banking regulations restricting loan and other
transactions with affiliated persons of the Bank. As of December 31, 2003, the
Bank had outstanding 14 loans to the directors and executive officers of the
Corporation, totaling approximately $6.1 million in aggregate, with an
additional $4.5 million under commitments. All outstanding loans to directors
and executive officers were performing in accordance with their terms at
December 31, 2003.
During 2002, the main office building of the Corporation and the Bank
was being leased from T.A.P. Properties, LLC, a company owned by two of the
Corporation's directors, Gebran Anton and Dean Petitpren. The lease commenced in
1996 and was for a term of 15 years. The monthly lease payments were $12,500 per
month and increased to $16,531 per month in the final five years of the lease.
The term of the lease and rent payment at the time the lease was entered into
were similar to those prevailing for comparable leases in the local market. On
January 3, 2003, the Bank purchased the main office building of the Corporation
and Bank and adjacent property known as 120 North Main Street from T.A.P.
Properties, LLC for $2,600,000. The adjacent property was purchased for further
expansion of the corporate and banking operations. The transaction was approved
by the disinterested members of the Board of Directors of the Corporation and
Bank. Additionally, the appropriate regulatory agencies were also advised of the
transaction in advance. Management believes the transaction to be strategically
beneficial and provides current and future cost savings to the Corporation.
PROPOSED AMENDMENT TO
COMMUNITY CENTRAL BANK CORPORATION
2002 INCENTIVE PLAN
Stockholders are being requested to approve an amendment to the
Community Central Bank Corporation 2002 Incentive Plan (the "2002 Incentive
Plan") to increase by 100,000 the number of shares of the Corporation common
stock for which stock options and other stock-based incentives may be granted
under the plan. The Board of Directors unanimously recommends approval of the
amendment to the 2002 Incentive Plan to allow the Corporation to continue to
attract and retain the best available officers and employees, and provide an
incentive for all award recipients under the Plan to use their best efforts on
the Corporation's behalf. If stockholders approve the amendment, the number of
shares of the Corporation common stock for which awards may be granted will be
increased by 100,000 shares, representing approximately 3.7% of the outstanding
shares of common stock as of the date of this proxy statement. As a result of
such approval, the aggregate number of shares of common stock for which awards
may under the 2002 Incentive Plan would be increased from 66,300 shares to
166,300 shares.
The Corporation's Board of Directors adopted the 2002 Incentive Plan on
February 19, 2002. The Plan became effective when it was approved by the
Corporation's stockholders at the annual meeting on April 16, 2002. As of March
8, 2004, awards for 63,700 shares have been made under the 2002 Incentive Plan,
consisting of options to purchase 56,500 shares of common stock, 900 shares of
common stock awards granted to officers and employees and formula grants to
directors totaling 6,300 shares of common stock. This leaves 66,300 shares
available for future awards under the 2002 Incentive Plan. In addition, as of
March 8, 2004, 117,611 shares of Corporation common stock were subject to
outstanding
12
awards granted under other Corporation plans, which plans have 471 shares
remaining in the aggregate available for grant thereunder. If an award is
forfeited or an award otherwise terminates without issuance of shares under
these plans, the shares associated with the award will be available for future
grants. This could have the effect of increasing the number of shares remaining
for future awards under those plans. As of March 8, 2004, options to purchase
167,611 shares of the Corporation's common stock were outstanding under all of
our plans at exercise prices ranging from $5.23 to $11.94 per share. The fair
market value of the Corporation's common stock on March 8, 2004, was $13.60 per
share.
The principal provisions of the 2002 Incentive Plan are summarized
below. This summary does not, however, purport to be complete and is qualified
in its entirety by the terms of the Plan. The full text of the Plan and
amendment number one to the Plan are set forth in Appendix C to this proxy
statement, to which reference is made, and the summary provided below is
qualified in its entirety by this reference.
DESCRIPTION OF THE PLAN
General. The purpose of the 2002 Incentive Plan is to promote the
growth and profitability of the Corporation, to provide certain key officers,
employees and directors of the Corporation and its affiliates with an incentive
to achieve corporate objectives, to attract and retain individuals of
outstanding competence and to provide such individuals with an equity interest
in the Corporation. Options granted under the Stock Option Plan may be either
"incentive stock options," as defined by Section 422 of the Internal Revenue
Code, or non-statutory stock options.
Administration. The Compensation Committee or such other committee the
Board of Directors may designate is responsible for the administration of the
2002 Incentive Plan. That committee determines, within the limitations of the
2002 Incentive Plan, the directors, officers and employees to whom awards are
granted. Subject to certain specific limitations and restrictions set forth in
the 2002 Incentive Plan and limitations as may be imposed from time to time by
the Board of Directors, the committee has authority to interpret the plan, to
prescribe, amend and rescind rules and regulations, if any, relating to the plan
and to make all determinations necessary or advisable for the administration of
the plan. The committee may delegate its duties under the plan to the Chairman
of the Board, President or other senior officer of the Corporation, except that
no such delegation may be made with respect to actions involving persons
participating in the plan who are subject to Section 16 of the Securities
Exchange Act of 1934 or are "covered employees under Section 162(m) of the
Internal Revenue Code. The costs and expenses of administering the plan are
borne by the Corporation.
Eligibility. Every director, officer and employee of the Corporation
and its affiliates is entitled to participate in the 2002 Incentive Plan. As of
the date of this proxy statement, a total of 147 persons were eligible to
receive awards under the plan, which includes 136 employees and the eleven
directors who receive automatic awards of 300 shares of common stock per year.
Incentive stock options may only be granted to employees of the Corporation and
its affiliates. Non-statutory stock options may be granted to any eligible
participant under the plan.
Shares Subject to the Plan. The Corporation initially reserved and
stockholders approved for reservation 130,000 shares of common stock for awards
under the plan, of which 40,000 shares were reserved for awards to directors.
There are currently 66,300 shares remaining for future award under the 2002
Incentive Plan, of which 33,700 shares remain available for award to directors.
If shareholders approve the amendment, an additional 100,000 shares will be
available for future awards under the 2002 Incentive Plan; none of these
additional shares, however, will be made available for awards to directors. If
an award is forfeited or the award otherwise terminates without issuance of
shares, the shares associated with the award will be available for future
grants. This provision could have the effect of increasing the number of shares
remaining for future awards under the 2002 Incentive Plan.
13
In any one calendar year, no individual may receive awards under the
Plan consisting of options or SARs that are exercisable for more than 20,000
shares or awards consisting of common stock or units denominated in common stock
covering more than 15,000 shares, or a cash award in excess of $200,000. The
Plan provides that the number of shares reserved for issuance under the Plan, as
well as the awards to be made under the Plan, and the stock based limits on
awards, will be adjusted proportionally by the Board to reflect any stock
dividends or splits, or other subdivisions or consolidations of the common stock
of the Corporation.
Employee Awards. The following types of awards may be made to employees
under the Plan:
Stock Options. The committee may grant either incentive stock
options or nonqualified stock options. The committee sets option
exercise prices and terms. Regardless of option type, however, the
exercise price of an option may not be less than the fair market value
of the Corporation's common stock on the date of grant.
SARs. SARs are rights to receive a payment, in cash or common
stock of the Corporation, equal to the excess of the fair market value
or other specified valuation of a specified number of shares of common
stock of the Corporation on the date the rights are exercised over a
specified strike price. The committee may grant SARs either singly or
in combination with an underlying stock option under the Plan. The
terms of a SAR are established by the committee.
Stock Awards. The committee may grant awards of common stock
of the Corporation or denominated units of common stock. The terms of
any Stock Awards are established by the committee. The committee may
decide to include dividends or dividend equivalents as part of an
award.
Cash Awards. Cash Awards consist of grants denominated in
cash. The terms of any Cash Awards are established by the committee.
Performance Awards. The committee may elect to grant any of
the employee awards in the form of a Performance Award under which the
grant may be subject to the attainment of one or more performance
goals. A Performance Award is paid, vested or otherwise deliverable
solely upon the attainment of one or more pre-established, objective
performance goals established by the committee. A performance goal may
be based upon one or more business criteria that apply to the employee,
one or more business units of the Corporation or a subsidiary or the
Corporation as a whole, including the following: revenue, net income,
stock price, stockholder return, earnings per share, market
performance, return on equity, return on assets or new business
contract values. A performance goal is established by the committee
prior to the earlier of (a) 90 days after the start of the period of
service to which the goal relates and (b) the lapse of 25% of the
period of service, but in any event while the outcome is substantially
uncertain.
Annual Stock Awards to Directors. Under the terms of the plan, each
director receives an annual award of 300 shares of common stock of the
Corporation. This award is made automatically to each director on the first
business day of the month following the annual meeting of stockholders, during
the period that the director serves on the Board of Directors of the
Corporation, through 2010. No other type of award is available to non-employee
directors under the 2002 Incentive Plan.
Termination or Amendment of the Plan. The Board may amend, modify,
suspend or terminate the plan for the purpose of addressing any changes in legal
requirements or for any other purpose permitted
14
by law, except that no amendment that would impair the rights of any participant
with respect to any award may be made without the consent of the participant.
Transfers. No award or any other benefit under the plan is transferable
except by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order, provided that the committee may authorize
all or a portion of any nonqualified stock option granted to a participant to be
transferable for no consideration to certain immediate family members, a trust
solely for the benefit of the participant or such immediate family members, or a
partnership or limited liability company in which the only partners are the
participant or such immediate family members or trusts.
FEDERAL INCOME TAX CONSEQUENCES
The federal income tax consequences to the Corporation and its
employees of awards under the 2002 Incentive Plan are complex and subject to
change. The following discussion, which has been prepared by counsel to the
Corporation, is only a summary of the general federal tax rules applicable to
the 2002 Incentive Plan. This summary is not complete and does not address state
and local tax treatment of awards under the plan. Recipients of awards under the
plan should consult their own tax advisors since a taxpayer's particular
situation may be such that some variation of the rules described below will
apply.
As discussed above, different types of awards may be issued under the
2002 Incentive Plan. The tax consequences related to the issuance of each is
discussed separately below.
Stock Options. As noted above, options granted under the 2002 Incentive
Plan may be either incentive stock options or non-statutory stock options.
Incentive stock options are options that are designated as such by the
Corporation and that meet certain requirements under Section 422 of the Internal
Revenue Code and the regulations thereunder. Any option that does not satisfy
these requirements will be treated as a non-statutory stock option.
Incentive Stock Options. If an option is an incentive stock
option, the optionee will not recognize any income upon either the
grant or the exercise of the option, and the Corporation will not be
allowed a deduction for federal tax purposes. Upon a sale of the
shares, the tax treatment to the optionee and the Corporation will
depend primarily upon whether the optionee has met certain holding
period requirements at the time he or she sells the shares. If the
common stock purchased upon the exercise of an incentive stock option
is held for at least two years from the date of the award of the option
and for at least one year after the exercise of the option, any
resulting gain is taxed at long-term capital gains rates. If that
common stock is disposed of before the expiration of that holding
period (a "disqualifying disposition"), any gain on the disposition, up
to the difference between the fair market value of the common stock at
the time of exercise and the exercise price, is taxed at ordinary rates
as compensation paid to the employee, and the Corporation is entitled
to a deduction for an equivalent amount. Any amount realized by the
employee upon a disqualifying disposition in excess of the fair market
value of the common stock at the time of exercise is taxed at capital
gain rates.
The exercise of an incentive stock option may subject an
optionee to alternative minimum tax liability. The excess of the fair
market of the shares at the time an incentive stock option is exercised
over the purchase price of the shares is included in income for
purposes of the alternative minimum tax, even though it is not included
in taxable income for purposes of determining the regular tax liability
of an employee. Consequently, an optionee may be obligated to pay
alternative minimum tax in the year he or she exercises an incentive
stock option.
15
Non-Statutory Stock Options. Non-statutory stock options will
not qualify for any special tax benefits to the optionee. An optionee
generally will not recognize any taxable income at the time he or she
is granted a non-statutory stock option, and no deduction is available
to the Corporation at such time. However, upon exercise of a
non-statutory stock option (other than delivery of common stock to the
Corporation), the optionee will recognize ordinary income for federal
tax purposes measured by the excess of the then fair market value of
the shares over the exercise price, and the Corporation will receive a
tax deduction for the same amount. If the non-statutory option is
exercised by delivering common stock to the Corporation, the number of
shares of common stock received by the optionee equal to the number of
shares so delivered will be received free of tax and will have the tax
basis and holding period of the delivered shares. The fair market value
of additional common stock will be taxed to the optionee as ordinary
income, and the optionee's tax basis in such shares will be the fair
market value on the date of exercise. Upon disposition, any
appreciation or depreciation of the common stock after the date of
exercise may be treated as capital gain or loss. The income realized by
the optionee will be subject to income and other employee withholding
taxes.
Restricted Stock. At the time a restricted stock award is granted an
grantee may elect to be taxed at ordinary income tax rates in the year the award
is granted based on the fair market value of the common stock as of the date of
grant. If the election is not exercised within the time prescribed under Section
83(b) of the Internal Revenue Code, the grantee will be taxed in the year the
restrictions expire based on the fair market value of the commons stock as of
the date the restrictions expire. The Corporation is entitled to a corresponding
federal income tax deduction for the year in which the grantee is taxed at
ordinary income tax rates. If the grantee is taxed in the year the restrictions
expire, dividends paid to the grantee during the restriction period will be
taxed as additional compensation (ordinary income) and the Corporation will be
entitled to a corresponding deduction. If the grantee is taxed in the year in
which the award is granted, dividends paid to the optionee during the
restriction period with respect to the common stock will be treated as dividend
income, and the Corporation will not be entitled to a corresponding deduction.
SARs. The grant of a SAR would not result in income for the grantee or
in a deduction for the Corporation. Upon the exercise of a SAR, the grantee
would recognize ordinary income and the Corporation would be entitled to a
deduction measured by the fair market value of the shares plus any cash
received. Tax withholding would be required for employees.
Cash Awards; Stock Awards. A grantee will recognize ordinary income
upon receipt of cash pursuant to a Cash Award or Performance Award. A grantee
will not have taxable income upon the grant of a Stock Award in the form of
units denominated in common stock of the Corporation, but rather will generally
recognize ordinary income at the time he or she receives common stock or cash in
satisfaction of such award in an amount equal to the fair market value of the
common stock or cash received. In general, a grantee will recognize ordinary
income as a result of the receipt of common stock pursuant to a Stock Award or
Performance Award in an amount equal to the fair market value of the common
stock when it is received, although if the stock is not transferable and is
subject to a substantial risk of forfeiture when received, the grantee will
recognize ordinary income in an amount equal to the fair market value of the
common stock when it first becomes transferable or is no longer subject to a
substantial risk of forfeiture. Tax withholding would be required for employees.
NEW PLAN BENEFITS
At this time, no awards have been granted with respect to the
additional shares being requested pursuant to this amendment. Grants to eligible
employees and directors are subject to the discretion of the committee and,
therefore, are not determinable at this time.
16
VOTE REQUIRED AND BOARD RECOMMENDATION
The affirmative vote of a majority of the votes cast at the meeting by
the holders of shares entitled to vote is required to approve the amendment to
the 2002 Incentive Plan. Shares as to which the "Abstain" box has been selected
on the proxy card for this amendment will be counted as present and entitled to
vote and, accordingly, will have the effect of a vote against the amendment.
Broker non-votes will not be counted as present and entitled to vote at the
annual meeting and will have no effect on the amendment. THE CORPORATION'S BOARD
OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE AMENDMENT TO THE
2002 INCENTIVE PLAN TO INCREASE SHARES OF COMMON STOCK AVAILABLE FOR AWARDS BY
100,000.
SELECTION OF AND RELATIONSHIP WITH INDEPENDENT AUDITOR
The Audit Committee of the Board of Directors has reappointed Plante &
Moran, PLLC as the Corporation's principal independent auditor for the year
ending December 31, 2004. In making its determination to reappoint Plante &
Moran, PLLC as the Corporation's independent auditors for the 2004 fiscal year,
the Audit Committee considered the non-audit services that the independent
auditors provided during the 2003 fiscal year and determined that the provision
of these services is compatible with and does not impair the auditors'
independence. Representatives of Plante & Moran, PLLC plan to attend the annual
meeting of stockholders, will have the opportunity to make a statement if they
desire to do so, and will respond to appropriate questions by stockholders. The
Audit Committee, in its discretion, may direct the appointment of a different
independent accounting firm at any time during the year, if it determines that
such a change would be in the best interest of the Corporation and its
stockholders.
INDEPENDENT AUDITING FIRM FEES
Plante & Moran, PLLC was the Corporation's principal auditor for fiscal
2002 and 2003. The aggregate fees billed to the Corporation by Plante & Moran,
PLLC and its affiliates for the fiscal years ended December 31, 2003 and 2002
were as follows:
Year Ended December 31,
-------------------------
2003 2002
---------- --------
Audit Fees ...................... $ 65,000 $ 68,260
Audit Related Fees(1)............ 18,125 16,925
Tax Fees(2)...................... 6,750 7,500
All Other Fees(3) ............... -- 57,950
---------- --------
Total.......................... $ 89,875 $150,635
========== ========
(1) Primarily for services related to research on accounting issues during
2002 and 2003. In addition, 2003 included services rendered in
connection with the enactment of new Sarbanes requirements and an
acquisition.
(2) Primarily for tax compliance, tax advice, tax return preparation
services and correspondence with the IRS. The fees reported for both
years also include tax consulting related services in connection with
director retirement.
(3) Primarily for performing the internal audit function.
PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES
In compliance with Sarbanes, our Audit Committee pre-approves all audit
and permissible non-audit services provided by our independent auditors. These
services may include audit services, audit-related services, tax services and
other services. Prior to engaging our independent auditors to render an audit or
permissible non-audit service, the Audit Committee specifically approves the
17
engagement to render that service. Accordingly, we do not engage our independent
auditors to render audit or permissible non-audit services pursuant to
pre-approval policies or procedures or otherwise, unless the engagement to
provide such services has been approved by the Audit Committee in advance. The
engagement of Plante & Moran, PLLC to render 100 percent of the services
described in the categories above was approved by the Audit Committee in advance
of the rendering of those services.
STOCKHOLDER PROPOSALS FOR 2005 ANNUAL MEETING
Any proposal submitted by a stockholder for the 2005 annual meeting of
stockholders should be sent to Lisa Medlock; Corporate Secretary, at 100 North
Main Street, PO Box 7, Mount Clemens, MI 48046-0007. Proposals must be received
by November 16, 2004, in order to be eligible to be included in the
Corporation's proxy statement for that meeting. Stockholder proposals to be
considered for presentation at next year's annual meeting, although not included
in the proxy statement must be received at our executive office on or before
February 1, 2005.
All stockholder proposals for inclusion in the Corporation's proxy
materials shall be subject to the requirements of the proxy rules adopted under
the Securities Act of 1934, as amended, and, as with any shareholder proposal
(regardless of whether it is included in proxy materials), the Corporation's
articles of incorporation and bylaws and Michigan law.
OTHER MATTERS
The Board of Directors does not know of any other matters to be brought
before the annual meeting. If other matters are presented upon which a vote may
properly be taken, it is the intention of the persons named in the proxy to vote
the proxies in accordance with their best judgment.
18
APPENDIX A
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD
OF DIRECTORS OF COMMUNITY CENTRAL BANK CORPORATION
I. STATEMENT OF POLICY
The Audit Committee (the "Committee") is appointed by the Board of
Directors (the "Board") of Community Central Bank Corporation (the
"Corporation") to represent and provide assistance to the Board in fulfilling
its oversight responsibility relating to the integrity of the Corporation's
financial statements and the financial reporting processes; the systems of
internal accounting and financial controls; the Corporation's compliance with
legal and regulatory requirements; the annual independent audit of the
Corporation's financial statements; the independent auditors' qualifications and
independence; the performance of the Corporation's internal auditing firm and
independent auditors and any other areas specified by the Board of potential
financial risks to the Corporation. The Committee shall annually prepare a
report to shareholders as required by the Securities and Exchange Commission
(the "SEC") for inclusion in the Corporation's annual proxy statement. In
discharging its duties and responsibilities, the Committee is empowered to
investigate any matter brought to its attention, with full access to all
necessary books, records, facilities and personnel of the Corporation, and has
the authority to retain at the Corporation's expense special legal, accounting
or other advisors, consultants or experts as it deems appropriate.
In fulfilling its responsibilities, it is recognized that members of
the Committee are not employees of the Corporation. The Corporation's management
is responsible for preparing the Corporation's financial statements. The
independent auditors are responsible for auditing the Corporation's annual
financial statements and reviewing the Corporation's quarterly financial
statements prior to the filing of the Corporation's annual and quarterly reports
on Forms 10-K and 10-Q with the SEC. It is not the duty or responsibility of the
Committee or its members to conduct auditing or accounting reviews or procedures
or to determine that the Corporation's financial statements and disclosures are
complete and accurate and are in accordance with generally accepted accounting
principles ("GAAP") and applicable rules and regulations. These are the
responsibilities of management and the independent auditors. Each member of the
Committee shall be entitled to rely on the integrity of those persons and
organizations within and outside the Corporation from whom and from which he or
she receives information and the accuracy of the financial and other information
provided to the Committee by such persons or organizations, absent actual
knowledge to the contrary (which shall be promptly reported to the Board).
II. COMMITTEE COMPOSITION AND MEETINGS
The Committee composition shall be in accordance with the NASDAQ Stock
Market (the "NASDAQ") listing standards. The Committee shall be comprised of
three or more directors (including a chairperson) as appointed annually by the
Board, considering the recommendation of the Nominating Committee, each of whom
shall meet the independence requirements of the NASDAQ and SEC for audit
committee members, and each of whom shall be free from any relationship that
would interfere with the exercise of his or her independent judgment. Each
member of the Committee shall be financially literate, as such qualification is
interpreted by the Board in its business judgment. At least one member of the
Committee may be designated annually by the Board as an "audit committee
financial expert," as the SEC defines that term and as the Board interprets such
qualification in its business judgment consistent with such definition. The
Board shall have the power at any time to change the membership of the Committee
and to fill vacancies, subject to the qualification requirements of this
Charter.
The Committee shall meet at least quarterly. The Committee chairperson
shall prepare and/or approve an agenda in advance of each meeting. If the
chairperson is not available for a meeting, the other members of the Committee
may appoint a temporary chairperson for such meeting. The Committee may
ask members of management or others to attend meetings and provide pertinent
information as necessary. The Committee shall meet separately, periodically,
with management, the chief internal auditor and/or other members of the
Corporation's internal auditing firm and the independent auditors, to discuss
any matters that the Committee or any of these persons believes should be
discussed. The Committee may also meet separately with regulatory examiners.
III. COMMITTEE DUTIES, RESPONSIBILITIES AND PROCESSES
The following shall be the principal duties, responsibilities and
recurring processes of the Committee in carrying out its oversight role. The
processes are set forth as a guide with the understanding that the Committee may
supplement them as appropriate. The Committee will cause to be kept adequate
minutes of all its proceedings, and will report its actions at the next meeting
of the Board. Committee members will be furnished with copies of the minutes of
each meeting and any action taken by unanimous consent. The Committee is
governed by the same rules regarding meetings (including meetings by conference
telephone or similar communications equipment), action without meetings, notice,
waiver of notice, and quorum and voting requirements as are applicable to the
Board. The Committee is authorized and empowered to adopt its own rules of
procedure not inconsistent with (a) any provision of this Charter, (b) any
provision of the Bylaws of the Corporation, or (c) the laws of its jurisdiction
of incorporation.
As part of its oversight responsibility, the Committee shall:
REVIEW PROCEDURES
1. Review and discuss the form of presentation and type of
information to be contained in earnings press releases. The
Committee need not discuss in advance each earnings release or
each instance in which the Corporation may provide earnings
guidance.
2. Prior to the filing of quarterly and annual reports on Forms
10-Q and 10-K, review and discuss with management and the
independent auditors: (i) the Corporation's quarterly and
annual consolidated financial statements; (ii) matters that
affect the Corporation's consolidated financial statements,
including disclosures under "Management's Discussion and
Analysis of Financial Condition and Results of Operations;"
(iii) the results of the independent auditors' reviews of the
quarterly financial statements, the audit of the annual
financial statements and the independent auditors' report, and
any other matters required to be communicated to the Committee
by the independent auditors, as well as discussions regarding
qualitative judgments of the independent auditors about the
appropriateness, not just the acceptability, of the
Corporation's accounting principles, and the clarity of the
financial statements; (iv) all critical accounting policies
and practices to be used; (v) any matters required to be
communicated to the Committee by the independent auditors in
accordance with SAS Nos. 61 and 71 or any other SAS; and (vi)
other material written communications between the independent
auditors and management. Prior to the filing of the
Corporation's Annual Report on Form 10-K, recommend to the
Board whether the audited financial statements should be
included in the Form 10-K.
3. Regularly review with the independent auditors any problems or
difficulties encountered in the course of the audit work and
management's response, including any restrictions on the scope
of activities or access to requested information and any
significant disagreements with management.
4. Review: (i) any major issues regarding accounting principles
and financial statement presentations, including any
significant changes in the Company's selection or
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application of accounting principles, and any major issues as
to the adequacy of the Company's internal controls and any
special audit steps adopted in light of any material control
deficiencies; (ii) analyses prepared by management and/or the
independent auditor setting forth significant financial
reporting issues and judgments made in connection with the
preparation of the financial statements, including analyses of
the effects of alternative GAAP methods on the financial
statements; and (iii) the effect of regulatory and accounting
initiatives, as well as off-balance sheet structures, on the
Company's financial statements. In consultation with
management, the independent auditors and the internal
auditors, monitor the integrity and effectiveness of the
Corporation's financial reporting processes and systems of
internal controls, including reviewing and discussing major
financial risk exposures and the steps management has taken to
monitor, control and report such exposures; and review
significant findings relating to the foregoing prepared by the
independent auditors or the internal auditors, together with
management's responses and follow-up to these reports.
5. Establish procedures for the receipt, retention and treatment
of complaints received by the Corporation regarding
accounting, internal accounting controls or auditing matters
and for the confidential, anonymous submission by employees of
concerns regarding questionable accounting or auditing
matters. Such procedures have been established by the
Committee and are set forth in the Corporation's Code of
Business Conduct and Ethics.
INDEPENDENT AUDITORS AND OTHER EXTERNAL SERVICES
6. The Committee is directly responsible for the appointment,
compensation, retention and oversight of the work of the
independent auditors, including resolution of disagreements
between management and the independent auditors regarding
financial reporting. The independent auditors shall report
directly to the Committee.
7. Pre-approve the engagement letters and the fees to be paid to
the independent auditors for all audit and permissible
non-audit services to be provided by the independent auditors
and consider the possible effect that any non-audit services
could have on the independence of the auditors. The Committee
may establish pre-approval policies and procedures, as
permitted by applicable law and SEC regulations and consistent
with this Charter, for the engagement of the independent
auditors to render permissible non-audit services to the
Corporation, including but not limited to policies that would
allow the delegation of pre-approval authority to one or more
members of the Committee, provided that any pre-approvals
delegated to one or more members of the Committee are reported
to the Committee at its next scheduled meeting.
8. Evaluate the qualifications, independence and performance of
the independent auditors annually. This evaluation shall
include a review and discussion of the annual communication as
to independence delivered by the independent auditors required
by Independence Standards Board Standard No. 1. Ensure the
rotation of the lead (or coordinating) audit partner having
primary responsibility for the audit and the audit partner
responsible for reviewing the audit as required by law and the
rotation of any other audit partner whose rotation is required
by the regulations of the SEC.
9. Review the audit plan of the independent auditors -- discuss
scope, staffing, timing, estimated and actual fees, reliance
upon management and the internal auditing firm and general
audit approach.
10. Set clear hiring policies for employees or former employees of
the independent auditors.
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INTERNAL AUDITING FIRM
11. Review the budget, program, changes in program, activities,
strategies, organizational structure and qualifications of the
internal auditing firm, as needed, it being understood that
the internal auditing firm functionally reports directly to
the Committee. Evaluate whether the internal auditing firm has
unrestricted access to records, personnel and physical
properties relevant to the performance of its responsibilities
and to top management, the Committee and the Board. Assess the
appropriateness of the resources allocated to internal
auditing. Evaluate the effectiveness of the internal audit
function.
12. Review the appointment, performance and replacement, if
appropriate, of the internal auditing firm. Decisions
regarding hiring or termination of the internal auditing firm
require endorsement by the Committee. The chairperson of the
Committee will also be involved in performance evaluation and
compensation decisions related to the internal auditing firm.
13. Review significant issues presented by the internal auditing
firm together with management's response and follow-up to
these reports.
OTHER COMMITTEE RESPONSIBILITIES
14. Review and reassess the adequacy of this Charter at least
annually, and recommend any proposed changes to the Board for
its approval. Ensure the publication of this Charter in
accordance with SEC regulations.
15. Maintain minutes of meetings and report regularly to the Board
on the Committee's activities. Review with the Board any
issues that arise with respect to the quality or integrity of
the Corporation's financial statements, the Corporation's
compliance with legal or regulatory requirements, the
performance and independence of the independent auditors, or
the performance of the internal auditing firm.
16. Conduct an appropriate review of and approve all related party
transactions on an ongoing basis, as required by the Nasdaq
listing standards. For these purposes, the term "related party
transactions" shall refer to transactions required to be
disclosed pursuant to SEC Regulation S-K, Item 404.
17. Review with the Corporation's chief corporate counsel: (i) any
significant legal matter that could have a material impact on
the Corporation's financial statements; (ii) legal compliance
matters, including corporate securities trading policies and
material notices to or inquiries received from governmental
agencies; and (iii) reports of evidence of a material
violation of securities laws or breaches of fiduciary duty.
18. Review disclosures made to the Committee by the Corporation's
CEO and CFO during their certification process for the Forms
10-K and 10-Q with respect to the financial statements and
about any significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting and any fraud, whether or not material, involving
management or other employees who have a significant role in
the Corporation's internal control over financial reporting.
19. Ensure required certifications are made to Nasdaq: (i) that a
formal written charter has been adopted for the Committee and
that the Committee has reviewed and reassessed the adequacy of
the charter on an annual basis; and (ii) as to the
independence of the members of the Committee.
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20. Perform any other activities consistent with this Charter, the Corporation's
bylaws or governing law as the Committee or the Board deems necessary or
appropriate.
IV. FUNDING
The Corporation shall provide the Committee with appropriate funding,
as determined by the Committee, in its capacity as a committee of the Board, for
payment of: (i) compensation to the independent auditors and to any advisors
employed by the Committee; and (ii) ordinary administrative expenses of the
Committee that are necessary or appropriate in carrying out its duties.
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APPENDIX B
CHARTER OF THE NOMINATING COMMITTEE
OF THE BOARD OF DIRECTORS OF
COMMUNITY CENTRAL BANK CORPORATION
I. STATEMENT OF POLICY
The Nominating Committee (the "Committee") shall be appointed by the
Board of Directors (the "Board") of Community Central Bank Corporation (the
"Corporation") for the purpose of (i) identifying individuals qualified to serve
as Board members, consistent with criteria approved by the Board; and (ii)
recommending to the Board the director nominees for election or appointment to
the Board of Directors.
II. COMMITTEE COMPOSITION AND MEETINGS
The Committee shall be comprised of three or more directors (including
a chairperson) as appointed annually by the Board. The membership composition of
the Committee shall comply with the Nasdaq Stock Market (the "Nasdaq") listing
standards. The Board shall have the power at any time to change the membership
of the Committee and to fill vacancies, subject to the qualification
requirements of this Charter. The Committee shall meet at least two times
annually or more frequently as circumstances require.
III. COMMITTEE DUTIES, RESPONSIBILITIES AND PROCESS
The Committee will cause to be kept adequate minutes of all its
proceedings, and will report its actions at the next meeting of the Board.
Committee members will be furnished with copies of the minutes of each meeting
and any action taken by unanimous consent. The Committee is governed by the same
rules regarding meetings (including meetings by conference telephone or similar
communications equipment), action without meetings, notice, waiver of notice,
and quorum and voting requirements as are applicable to the Board. The Committee
is authorized and empowered to adopt its own rules of procedure not inconsistent
with (a) any provision of this Charter, (b) any provision of the Bylaws of the
Corporation, or (c) the laws of its jurisdiction of incorporation.
The Committee may request that any directors, officers or employees of
the Corporation, or other persons whose advice and counsel are sought by the
Committee, attend any meeting of the Committee to provide such pertinent
information as the Committee requests.
The Committee shall have the following responsibilities:
1. Recommend to the Board the appropriate size of the Board and
assist in identifying, interviewing and recruiting candidates
for the Board.
2. Recommend candidates (including incumbents) for election and
appointment to the Board of Directors, subject to the
provisions set forth in the Corporation's Articles or
Certificate of Incorporation and Bylaws relating to the
nomination or appointment of directors, based on the following
criteria: business experience, education, integrity and
reputation, independence, conflicts of interest, diversity,
age, number of other directorships and commitments (including
charitable obligations), tenure on the Board, attendance at
Board and committee meetings, stock ownership, specialized
knowledge (such as an understanding of banking, accounting,
marketing, finance, regulation and public policy) and a
commitment to the Corporation's communities and shared values,
as well as overall experience in the context of the needs of
the Board as a whole.
3. Review nominations submitted by stockholders, which have been
addressed to the corporate secretary, and which comply with
the requirements of the Articles or Certificate of
Incorporation and the Bylaws. Nominations from stockholders
will be considered and evaluated using the same criteria as
all other nominations.
4. Annually recommend to the Board committee assignments and
committee chairs on all committees of the Board, and recommend
committee members to fill vacancies on committees as
necessary.
5. Perform any other duties or responsibilities expressly
delegated to the Committee by the Board.
IV. INVESTIGATIONS AND STUDIES; OUTSIDE ADVISERS
The Committee may conduct or authorize studies of or investigations
into matters within the Committee's scope of responsibilities, and may retain,
at the Corporation's expense, such counsel or other advisers as it deems
necessary (which may, if the Committee deems it appropriate, be the
Corporation's regular counsel or advisers). The Committee shall have the
authority to retain or terminate one or more search firms to assist the
Committee in carrying out its responsibilities, including authority to approve
the firm's fees and retention terms, which fees shall be borne by the
Corporation.
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APPENDIX C
COMMUNITY CENTRAL BANK CORPORATION
2002 INCENTIVE PLAN
(As amended April 20, 2004)
1. Plan. This Incentive Plan of Community Central Bank
Corporation (the "Plan"), subject to approval by the shareholders of Community
Central Bank Corporation (the "Company"), shall be effective as of April 16,
2002 and was amended April 20, 2004.
2. Objectives. This Plan is designed to attract and retain key
employees of the Company and its Subsidiaries (as hereinafter defined), to
attract and retain qualified directors of the Company, to encourage the sense of
proprietorship of such employees and Directors, and to stimulate the active
interest of such persons in the development and financial success of the Company
and its Subsidiaries. These objectives are to be accomplished by making Awards
(as hereinafter defined) under this Plan and thereby providing Participants (as
hereinafter defined) with a proprietary interest in the growth and performance
of the Company and its Subsidiaries.
3. Definitions. As used herein, the terms set forth below shall
have the following respective meanings:
"Annual Director Award Date" means, for each year, the first business
day of the month next succeeding the date upon which the annual meeting of
shareholders of the Company is held in such year.
"Authorized Officer" means the Chairman of the Board or the President
of the Company (or any other senior officer of the Company to whom the Committee
(as hereinafter defined) or the Chairman of the Board or President shall
delegate the authority to execute any Award Agreement).
"Award" means an Employee Award or a Director Award.
"Award Agreement" means any Employee Award Agreement or Director Award
Agreement.
"Board" means the Board of Directors of the Company.
"Cash Award" means an award denominated in cash.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time.
"Committee" means the Compensation Committee of the Board or such other
committee of the Board as is designated by the Board to administer the Plan.
"Common Stock" means the Common Stock, no par value, of the Company.
"Director" means an individual serving as a member of the Board.
"Director Award" means the grant of a Stock Award to a Director
pursuant to Section 9 hereof.
"Director Award Agreement" means a written agreement between the
Company and a Participant who is a Director setting forth the terms, conditions
and limitations applicable to a Director Award.
"Dividend Equivalents" means, with respect to shares of Restricted
Stock that are to be issued at the end of the Restriction Period, an amount
equal to all dividends and other distributions (or the economic equivalent
thereof) which are payable to shareholders of record during the Restriction
Period on a like number of shares of Common Stock.
"Employee" means an employee of the Company or any of its Subsidiaries.
"Employee Award" means the grant of any Option, SAR, Stock Award, Cash
Award or Performance Award, whether granted singly, in combination or in tandem,
to a Participant who is an Employee pursuant to such applicable terms,
conditions and limitations as the Committee may establish in order to fulfill
the objectives of the Plan.
"Employee Award Agreement" means a written agreement between the
Company and a Participant who is an Employee setting forth the terms, conditions
and limitations applicable to an Employee Award.
"Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.
"Fair Market Value" of a share of Common Stock means, as of a
particular date, (i) if shares of Common Stock are listed on a national
securities exchange, the mean between the highest and lowest sales price per
share of Common Stock on the consolidated transaction reporting system for the
principal national securities exchange on which shares of Common Stock are
listed on that date, or, if there shall have been no such sale so reported on
that date, on the last preceding date on which such a sale was reported, (ii) if
shares of Common Stock are not so listed but are quoted on the Nasdaq Stock
Market, the mean between the highest and lowest sales price per share of Common
Stock reported by the Nasdaq Stock Market on that date, or, if there shall have
been no such sale so reported on that date, on the last preceding date on which
such a sale was so reported, (iii) if the Common Stock is not so listed or
quoted but are traded in the over-the-counter market, the mean between the
closing bid and asked price on that date, or, if there are no quotations
available for such date, on the last preceding date on which such quotations
shall be available, as reported by the Nasdaq Stock Market, or, if not reported
by the Nasdaq Stock Market, by the National Quotation Bureau Incorporated, or
(iv) if a determination pursuant to the provisions of clause (i), (ii) or (iii)
above is not practical, then such amount as may be determined by the Committee
in its discretion.
"Incentive Option" means an Option that is intended to comply with the
requirements set forth in Section 422 of the Code.
"Noncompetition Provisions" has the meaning set forth in paragraph 8(c)
hereof.
"Nonqualified Option" means an Option that is not an Incentive Option.
"Option" means a right to purchase a specified number of shares of
Common Stock at a specified price.
"Participant" means an Employee or Director to whom an Award has been
made under this Plan.
"Performance Award" means an award made pursuant to this Plan to a
Participant who is an Employee that is subject to the attainment of one or more
Performance Goals.
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"Performance Goal" means a standard established by the Committee, to
determine in whole or in part whether a Performance Award shall be earned.
"Restricted Stock" means any Common Stock that is restricted or subject
to forfeiture provisions.
"Restriction Period" means a period of time beginning as of the date
upon which an Award of Restricted Stock is made pursuant to this Plan and ending
as of the date upon which the Common Stock subject to such Award is no longer
restricted or subject to forfeiture provisions.
"Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act, or
any successor rule.
"SAR" means a right to receive a payment, in cash or Common Stock,
equal to the excess of the Fair Market Value or other specified valuation of a
specified number of shares of Common Stock on the date the right is exercised
over a specified strike price (in each case, as determined by the Committee).
"Stock Award" means an award in the form of shares of Common Stock or
units denominated in shares of Common Stock.
"Subsidiary" means (i) in the case of a corporation, any corporation of
which the Company directly or indirectly owns shares representing more than 50%
of the combined voting power of the shares of all classes or series of capital
stock of such corporation which have the right to vote generally on matters
submitted to a vote of the shareholders of such corporation and (ii) in the case
of a partnership, limited liability company or other business entity not
organized as a corporation, any such business entity of which the Company
directly or indirectly owns more than 50% of the voting, capital or profits
interests (whether in the form of partnership interests, membership interests or
otherwise).
4. Eligibility.
(a) Employees. Employees eligible for Employee awards under this
Plan shall consist of those Employees whose performance or contribution, in the
judgment of the Committee, benefits or will benefit the Company.
(b) Directors. Directors eligible for Director Awards under this
Plan are those who are Directors of the Company.
5. Common Stock Available for Awards. Subject to the provisions
of paragraph 15 hereof, the aggregate number of shares of Common Stock that may
be issued under the Plan for Awards granted wholly or partly in Common Stock
(including rights or options which may be exercised for or settled in Common
Stock) is 230,000 shares, of which an aggregate of not more than 40,000 shares
shall be available for Director Awards and the remainder (including any of the
40,000 shares not used for Director Awards) shall be available for Employee
Awards, including Incentive Options (provided, that no Award of an Incentive
Option with respect to such shares shall be made on or after February 1, 2012).
The number of shares of Common Stock that are the subject of any Awards that are
forfeited or terminated, expire unexercised, are settled in cash in lieu of
Common Stock or in a manner such that all or some of the shares covered by the
Award are not issued to a Participant or are exchanged for Awards that do not
involve Common Stock, shall again immediately become available for issuance
under Awards hereunder. The Committee may from time to time adopt and observe
such procedures concerning the counting of shares against the Plan maximum as it
may deem appropriate. The Board and the appropriate officers of the Company
shall from time to time take whatever actions are necessary to file any required
documents with governmental authorities, stock exchanges, automated quotation
systems and transaction reporting systems to ensure that shares of Common Stock
are available for issuance pursuant to Awards.
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6. Administration.
(a) This Plan shall be administered by the Committee. The Board,
in its sole discretion may exercise any authority of the Committee under the
Plan in lieu of the Committee's exercise thereof, in which instances references
to the Committee shall refer to the Board. To the extent required (i) in order
for Employee Awards to be exempt from Section 16 of the Exchange Act by virtue
of the provision of Rule 16b-3, the Committee shall be the Board or shall
consist of at least two members of the Board who meet the requirements of the
definition of "non-employee director" set forth in Rule 16b-3 promulgated under
the Exchange Act, and (ii) with respect to any Award that is intended to qualify
as "performance-based compensation" under Section 162(m) of the Code, the
Committee shall consist of two or more directors, each of whom meets the
definition of "outside director" under said Section 162(m).
(b) Subject to the provisions hereof, the Committee shall have
full and exclusive power and authority to administer this Plan and to take all
actions which are specifically contemplated hereby or are necessary or
appropriate in connection with the administration hereof. The Committee shall
also have full and exclusive power to interpret this Plan and to adopt, amend
and rescind such rules, regulations and guidelines for carrying out this Plan as
it may deem necessary or proper, all of which powers shall be exercised in the
best interests of the Company and in keeping with the objectives of this Plan.
The Committee may, in its discretion, provide for the extension of the
exercisability of an Award, accelerate the vesting or exercisability of an
Award, eliminate or make less restrictive any restrictions contained in an
Award, waive any restriction or other provision of this Plan or an Award or
otherwise amend or modify an Award in any manner that is either (i) not adverse
to the Participant to whom such Award was granted or (ii) consented to by such
Participant. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in this Plan or in any Award in the manner and to
the extent the Committee deems necessary or desirable to carry it into effect.
Any decision of the Committee in the interpretation and administration of this
Plan shall lie within its sole and absolute discretion and shall be final,
conclusive and binding on all parties concerned.
(c) No member of the Committee or officer of the Company to whom
the Committee has delegated authority in accordance with the provisions of
paragraph 7 of this Plan shall be liable for anything done or omitted to be done
by him or her, by any member of the Committee or by any officer of the Company
in connection with the performance of any duties under this Plan, except for his
or own willful misconduct or as expressly provided by statute.
7. Delegation of Authority. The Committee may delegate to the
Chairman of the Board, the President or to other senior officers of the Company
any of its duties under this Plan pursuant to such conditions or limitations as
the Committee may establish, except that the Committee may not delegate to any
person the authority to grant Awards to, or take other action with respect to,
Participants who at the time of such awards or action are subject to Section 16
of the Exchange Act or are "covered employees" as defined in Section 162(m) of
the Code.
8. Employee Awards.
(a) The Committee shall determine the type or types of Employee
Awards to be made under this Plan and shall designate from time to time the
Employees who are to be the recipients of such Awards. Each Employee Award may
be embodied in an Employee Award Agreement, which shall contain such terms,
conditions and limitations as shall be determined by the Committee in its sole
discretion and shall be signed by the Participant to whom the Employee Award is
made and by an Authorized Officer for and on behalf of the Company. Employee
Awards may consist of those listed in this paragraph 8(a) hereof and may be
granted singly, in combination or in tandem. Employee Awards
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may also be made in combination or in tandem with, in replacement of, or as
alternatives to, grants or rights under this Plan or any other employee plan of
the Company or any of its Subsidiaries, including the plan of any acquired
entity. An Employee Award may provide for the grant or issuance of additional,
replacement or alternative Employee Awards upon the occurrence of specified
events, including the exercise of the original Employee Award granted to a
Participant. All or part of an Employee Award may be subject to conditions
established by the Committee, which may include, but are not limited to,
continuous service with the Company or its Subsidiaries, achievement of specific
business objectives, increases in specified indices, attainment of specified
growth rates and other comparable measurements of performance. Upon the
termination of employment by a Participant who is an Employee, any unexercised,
deferred, unvested or unpaid Employee Awards shall be treated as set forth in
the applicable Employee Award Agreement.
(i) Stock Option. An Employee Award may be in the form of
an Option. An Option awarded pursuant to this Plan may consist of an
Incentive Option or a Nonqualified Option. The price at which shares of
Common Stock may be purchased upon the exercise of an Incentive Option
shall be not less than the Fair Market Value of the Common Stock on the
date of grant. The price at which shares of Common Stock may be
purchased upon the exercise of a Nonqualified Option shall be not less
than the Fair Market Value of the Common Stock on the date of grant.
Incentive Options shall only be issued to employees of the Company, or
any Subsidiary of the Company whose employees are eligible to receive
Incentive Options under the Code. Subject to the foregoing provisions,
the terms, conditions and limitations applicable to any Options awarded
pursuant to this Plan, including the term of any Options and the date
or dates upon which they become exercisable, shall be determined by the
Committee.
(ii) Stock Appreciation Right. An Employee Award may be in
the form of an SAR. The terms, conditions and limitations applicable to
any SARs awarded pursuant to this Plan, including the term of any SARs
and the date upon which they become exercisable, shall be determined by
the Committee.
(iii) Stock Award. An Employee Award may be in the form of
a Stock Award. The terms, conditions and limitations applicable to any
Stock Awards granted pursuant to this Plan shall be determined by the
Committee.
(iv) Cash Award. An Employee Award may be in the form of a
Cash Award. The terms, conditions and limitations applicable to any
Cash Awards granted pursuant to this Plan shall be determined by the
Committee.
(v) Performance Award. Without limiting the type or
number of Employee Awards that may be made under the other provisions
of this Plan, an Employee Award may be in the form of a Performance
Award. A Performance Award shall be paid, vested or otherwise
deliverable solely on account of the attainment of one or more
pre-established, objective Performance Goals established by the
Committee prior to the earlier to occur of (x) 90 days after the
commencement of the period of service to which the Performance Goal
relates and (y) the elapse of 25% of the period of service (as
scheduled in good faith at the time the goal is established), and in
any event while the outcome is substantially uncertain. A Performance
Goal is objective if a third party having knowledge of the relevant
facts could determine whether the goal is met. A Performance Goal may
be based on one or more of business criteria that apply to the
individual, one or more business units of the Company or a Subsidiary,
or the Company as a whole, and may include one or more of the following
criteria: revenue, net income, Common Stock price, shareholder return,
shareholder value, economic value, earnings per share, market
performance, return on assets, return on equity, earnings, operating
profits, cash flow, working capital costs, new business
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contract values, and/or such other financial, accounting or
quantitative metric determined by the Committee. A Performance Goal
may, but need not be, based upon a change or an increase or positive
result under a particular business criterion and could include, for
example, maintaining the status quo, limiting economic losses, or a
relative comparison of performance to the performance of a peer group
or other external or internal measure (measured, in each case, by
reference to specific business criteria). A Performance Goal may
include or exclude items to measure specific objectives, including,
without limitation, extraordinary or other non-recurring items,
acquisitions and divestitures, internal restructuring and
reorganizations, accounting charges and effects of accounting changes.
In interpreting Plan provisions applicable to Performance Goals and
Performance Awards applicable to Awards to employees who are "covered
employees" under Section 162(m) of the Code, it is the intent of the
Plan to conform with the standards of Section 162(m) of the Code and
Treasury Regulations Section 1.162-27(e)(2), and the Committee in
establishing such goals and interpreting the Plan shall be guided by
such provisions. Prior to the payment of any compensation based on the
achievement of Performance Goals to any such "covered employee", the
Committee must certify in writing that applicable Performance Goals and
any of the material terms thereof were, in fact, satisfied. Subject to
the foregoing provisions, the terms, conditions and limitations
applicable to any Performance Awards made pursuant to this Plan shall
be determined by the Committee.
(b) Notwithstanding anything to the contrary contained in this
Plan, the following limitations shall apply to any Employee Awards made
hereunder:
(i) No Participant may be granted, during any calendar
year period, Employee Awards consisting of Options or SARs that are
exercisable for more than 20,000 shares of Common Stock, subject to
adjustment pursuant to the provisions of paragraph 15 hereof;
(ii) No Participant may be granted, during any calendar
year period, Employee Awards consisting of shares of Common Stock or
units denominated in such shares (other than any Employee Awards
consisting of Options or SARs) covering or relating to more than 15,000
shares of Common Stock, subject to adjustment pursuant to the
provisions of paragraph 15 hereof (the limitation set forth in this
clause (ii), together with the limitation set forth in clause (i)
above, being hereinafter collectively referred to as the "Stock Based
Awards Limitations"); and
(iii) No Participant may be paid under any Employee Awards
consisting of Cash Awards or any other form permitted under this Plan
(other than Employee Awards consisting of Options or SARs or otherwise
consisting of shares of Common Stock or units denominated in such
shares) in respect of any calendar-year period an amount in excess of
$200,000.
(c) Awards shall be subject to such restrictions and other
provisions relating to competition or other conduct detrimental to the Company
as determined by the Committee.
9. Director Awards of Common Stock.
(a) Each Director of the Company shall be granted Director Awards
in accordance with this paragraph 9 and subject to the applicable terms,
conditions and limitations set forth in this Plan and the applicable Director
Award Agreement. Notwithstanding anything to the contrary contained herein,
Director Awards shall not be made in any year in which a sufficient number of
shares of Common Stock are not available to make such Awards under this Plan.
(b) On each Annual Director Award Date occurring on or after
January 1, 2002 and on or before December 31, 2010, each Director shall
automatically be granted a Stock Award of 300 shares of
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Common Stock. Each Director Award may be accompanied by a Director Award
Agreement, which shall contain such terms, conditions and limitations as shall
be determined by the Board or Committee in its discretion, and shall be signed
by the Participant to whom the Director Award is granted and may be signed by an
Authorized Officer for and on behalf of the Company.
10. Payment of Awards.
(a) General. Payment of Employee Awards may be made in the form of
cash or Common Stock, or a combination thereof, and may include such
restrictions as the Committee shall determine, including, in the case of Common
Stock, restrictions on transfer and forfeiture provisions. If payment of an
Employee Award is made in the form of Restricted Stock, the Employee Award
Agreement relating to such shares shall specify whether they are to be issued at
the beginning or end of the Restriction Period. In the event that shares of
Restricted Stock are to be issued at the beginning of the Restriction Period,
the certificates evidencing such shares (to the extent that such shares are so
evidenced) shall contain appropriate legends and restrictions that describe the
terms and conditions of the restrictions applicable thereto. In the event that
shares of Restricted Stock are to be issued at the end of the Restricted Period,
the right to receive such shares shall be evidenced in such manner as the
Committee may determine.
(b) Deferral. With the approval of the Committee, payments in
respect of Employee Awards may be deferred, either in the form of installments
or a future lump sum payment. The Committee may permit selected Participants to
elect to defer payments of some or all types of Employee Awards in accordance
with procedures established by the Committee. Any deferred payment of an
Employee Award, whether elected by the Participant or specified by the Employee
Award Agreement or by the Committee, may be forfeited if and to the extent that
the Employee Award Agreement so provides.
(c) Dividends and Interest. Rights to dividends or Dividend
Equivalents may be extended to and made part of any Employee Award consisting of
shares of Common Stock or units denominated in shares of Common Stock, subject
to such terms, conditions and restrictions as the Committee may establish. The
Committee may also establish rules and procedures for the crediting of interest
on deferred cash payments and Dividend Equivalents for Employee Awards
consisting of shares of Common Stock or units denominated in shares of Common
Stock.
(d) Substitution of Awards. At the discretion of the Committee, a
Participant who is an Employee may be offered an election to substitute an
Employee Award for another Employee Award or Employee Awards of the same or
different type.
11. Stock Option Exercise. The price at which shares of Common
Stock may be purchased under an Option shall be paid in full at the time of
exercise in cash or if elected by the optionee, the optionee may purchase such
shares by means of tendering Common Stock or, if approved by the Committee, by
surrendering another Award, including Restricted Stock, valued at Fair Market
Value on the date of exercise, or any combination thereof. The Committee shall
determine acceptable methods for Participants who are Employees to tender Common
Stock (including by attestation of ownership) or other Employee Awards; provided
that any Common Stock that is or was the subject of an Employee Award may be so
tendered only if it has been held by the Participant for six months. The
Committee may provide for procedures to permit the exercise or purchase of such
Awards by use of the proceeds to be received from the sale of Common Stock
issuable pursuant to an Employee Award. Unless otherwise provided in the
applicable Award Agreement, in the event shares of Restricted Stock are tendered
as consideration for the exercise of an Option, a number of the shares issued
upon the exercise of the Option, equal to the number of shares of Restricted
Stock used as consideration therefor, shall be subject to the same restrictions
as the Restricted Stock so submitted as well as any additional restrictions that
may be imposed by the Committee.
C-7
12. Tax Withholding. The Company shall have the right to deduct
applicable taxes from any Employee Award payment and withhold, at the time of
delivery or vesting of cash or shares of Common Stock under this Plan, or if
later, the date of income recognition, an appropriate amount of cash or number
of shares of Common Stock or a combination thereof for payment of taxes required
by law or to take such other action as may be necessary in the opinion of the
Company to satisfy all obligations for withholding of such taxes. The Committee
may also permit withholding to be satisfied by the transfer to the Company of
shares of Common Stock theretofore owned by the holder of the Employee Award
with respect to which withholding is required. If shares of Common Stock are
used to satisfy tax withholding, such shares shall be valued based on the Fair
Market Value when the tax withholding is required to be made. The Committee may
provide for loans, on either a short term or demand basis, from the Company to a
Participant who is an Employee to permit the payment of taxes required by law.
13. Amendment, Modification, Suspension or Termination. The Board
may amend, modify, suspend or terminate this Plan for the purpose of meeting or
addressing any charges in legal requirements or for any other purpose permitted
by law, except that no amendment or alteration that would adversely affect the
rights of any Participant under any Award previously granted to such Participant
shall be made without the consent of such Participant.
14. Assignability. Except as provided below, no Award or any other
benefit under this Plan shall be assignable or otherwise transferable except by
will or the laws of descent and distribution or as required pursuant to a
qualified domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act, or the rules thereunder.
Notwithstanding the foregoing, the Committee may, in its discretion, authorize
all or a portion of the Nonqualified Options granted to a Participant to be
transferable to:
(a) the spouse, parents, children, stepchildren, grandchildren or
legal dependents of the Participant ("Immediate Family
Members");
(b) a trust or trusts solely for the benefit of the Participant
and/or such Immediate Family Members, or;
(c) a partnership or limited liability company in which the only
partners or members, as applicable, are the Participant, such
Immediate Family Members and/or a trust or trusts solely for
the benefit of the Participant and/or such Immediate Family
Members;
provided that:
(i) there may be no consideration for any such transfer;
(ii) the Employee Award Agreement pursuant to which such
Options are granted expressly provides for
transferability in a manner consistent with this
paragraph 14, and
(iii) subsequent transfers of transferred Options shall be
prohibited except those to the Participant or
individuals or entities described in clauses (a), (b)
or (c) above, or by the laws of descent or
distribution.
Following transfer, any such Options shall continue to be subject to the same
terms and conditions as were applicable immediately prior to transfer, including
but not limited to, the restrictions or other provisions relating to competition
or other conduct detrimental to the Company, and (ii) the obligation of
C-8
the Participant for payment of taxes with respect to the exercise of such
Options and the rights of the Company to withhold such taxes from the
Participant or to otherwise require the Participant to satisfy all obligations
for the withholding of such taxes as contemplated by paragraph 12 above. The
provisions relating to the period of exercisability and expiration of the Option
shall continue to be applied with respect to the original Participant, and the
Options shall be exercisable by the transferee only to the extent, and for the
periods, set forth in the Employee Award Agreement.
The Committee may prescribe and include in applicable Award Agreements
other restrictions on transfer. Any attempted assignment of an Award or any
other benefit under this Plan in violation of this paragraph 14 shall be null
and void.
15. Adjustments.
(a) The existence of outstanding Awards shall not affect in any
manner the right or power of the Company or its shareholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the capital stock of the Company or its business or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or
prior preference stock (whether or not such issue is prior to, on a parity with
or junior to the Common Stock) or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding of any kind, whether or not of a character
similar to that of the acts or proceedings enumerated above.
(b) In the event of any subdivision or consolidation of
outstanding shares of Common Stock, declaration of a dividend payable in shares
of Common Stock or other stock split, then (i) the number of shares of Common
Stock reserved under this Plan, (ii) the number of shares of Common Stock
covered by outstanding Awards in the form of Common Stock or units denominated
in Common stock, (iii) the exercise or other price in respect of such Awards,
(iv) the appropriate Fair Market Value and other price determinations for such
Awards, (v) the number of shares of Common Stock automatically granted pursuant
to paragraph 9 hereof, and (vi) the Stock Based Awards Limitations shall each be
proportionately adjusted by the Board to reflect such transaction. In the event
of any other recapitalization or capital reorganization of the Company, any
consolidation or merger of the Company with another corporation or entity, the
adoption by the Company of any plan of exchange affecting the Common Stock or
any distribution to holders of Common Stock of securities or property (other
than normal cash dividends or dividends payable in Common Stock), the Board or
Committee shall make appropriate adjustments to (i) the number of shares of
Common Stock covered by Awards in the form of Common Stock or units denominated
in Common Stock, (ii) the exercise or other price in respect of such Awards,
(iii) the appropriate Fair Market Value and other price determinations for such
Awards, (iv) the number of shares of Common Stock automatically granted pursuant
to paragraph 9 hereof and (v) the Stock Based Awards Limitations to give effect
to such transaction shall each be proportionately adjusted by the Board to
reflect such transaction; provided that such adjustments shall only be such as
are necessary to maintain the proportionate interest of the holders of the
Awards and preserve, without exceeding the value of such Awards. In the event of
a corporate merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation, the Board shall be authorized to issue or assume
Awards by means of substitution of new Awards, as appropriate, for previously
issued Awards or an assumption of previously issued Awards as part of such
adjustment.
16. Restrictions. No Common Stock or other form of payment shall
be issued with respect to any Award unless the Company shall be satisfied based
on the advice of its counsel that such issuance will be in compliance with
applicable federal and state securities laws. It is the intent of the Company
that this Plan comply with Rule 16b-3 with respect to persons subject to Section
16 of the Exchange Act unless otherwise provided herein or in an Award
Agreement, that any ambiguities or inconsistencies in
C-9
the construction of this Plan be interpreted to give effect to such intention,
and that if any provision of this Plan is found not to be in compliance with
Rule 16b-3, such provision shall be null and void to the extent required to
permit this Plan to comply with Rule 16b-3. Certificates evidencing shares of
Common Stock certificates delivered under this Plan (to the extent that such
shares are so evidenced) may be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations
and other requirements of the Securities and Exchange Commission, any securities
exchange or transaction reporting system upon which the Common Stock is then
listed or to which it is admitted for quotation and any applicable federal or
state securities law. The Committee may cause a legend or legends to be placed
upon such certificates (if any) to make appropriate reference to such
restrictions. Any Award Agreement may include representations, warranties and
agreements by the Participant that the Committee deems appropriate to establish
that an exemption from registration is available under any applicable securities
law.
17. Unfunded Plan. Insofar as it provides for Awards of cash,
Common Stock or rights thereto, this Plan shall be unfunded. Although
bookkeeping accounts may be established with respect to Participants who are
entitled to cash, Common Stock or rights thereto under this Plan, any such
accounts shall be used merely as a bookkeeping convenience. The Company shall
not be required to segregate any assets that may at any time be represented by
cash, Common Stock or rights thereto, nor shall this Plan be construed as
providing for such segregation, nor shall the Company, the Board or the
Committee be deemed to be a trustee of any cash, Common Stock or rights thereto
to be granted under this Plan. Any liability or obligation of the Company to any
Participant with respect to an Award of cash, Common Stock or rights thereto
under this Plan shall be base solely upon any contractual obligations that may
be created by this Plan and any Award Agreement, and no such liability or
obligation of the Company shall be deemed to be secured by any pledge or other
encumbrance on any property of the Company. Neither the Company nor the Board or
the Committee shall be required to give any security bond for the performance of
any obligation that may be created by this Plan.
18. Governing Law. This Plan and all determinations made and
actions taken pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or the securities laws of the United States, shall be
governed by and construed in accordance with the laws of the State of Michigan.
C-10
COMMUNITY CENTRAL BANK CORPORATION
Dear Stockholder:
Please take note of the important information enclosed with this proxy
card. You are requested to vote on the election of directors and
amendment to the 2002 Incentive Plan as discussed in the enclosed proxy
materials. Your board of directors recommends that you vote "FOR" all
of the nominees and "FOR" the amendment to the 2002 Incentive Plan.
Your vote counts, and you are strongly encouraged to exercise your
right to vote your shares.
Please mark the boxes on this proxy card to indicate how your shares
will be voted. Then sign and date the card, detach it and return your
proxy vote in the enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders,
April 20, 2004.
Thank you in advance for your prompt consideration of this matter.
Sincerely,
David A. Widlak
Chairman of the Board
and Chief Executive Officer
[3528 - COMMUNITY CENTRAL BANK CORPORATION] [FILE NAME: ZCCBC2.ELX]
[VERSION - (2)] [02/27/04] [ORIG. 02/23/04]
DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZCCBC2
PROXY
COMMUNITY CENTRAL BANK CORPORATION
100 NORTH MAIN STREET
MOUNT CLEMENS, MI 48043
ANNUAL MEETING OF STOCKHOLDERS - APRIL 20, 2004
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints David A. Widlak and Celestina Giles, or either
of them, with full power of substitution in each, as proxies to vote all of the
shares of common stock of Community Central Bank Corporation which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of
Community Central Bank Corporation to be held at the Best Western Concorde Inn,
44315 Gratiot Avenue, Clinton Township, Michigan 48036, on Tuesday, April 20,
2004, at 9:00 a.m., and at any adjournment or adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
"FOR" ALL NOMINEES, "FOR" THE AMENDMENT TO THE 2002 INCENTIVE PLAN AND IN THE
DISCRETION OF THE PROXY HOLDER ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE
THE MEETING AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF. SHOULD A NOMINEE BE
UNABLE TO SERVE AS A DIRECTOR, AN EVENT THAT WE DO NOT ANTICIPATE, THE PERSONS
NAMED IN THIS PROXY RESERVE THE RIGHT, IN THEIR DISCRETION, TO VOTE FOR A
SUBSTITUTE NOMINEE DESIGNATED BY THE CORPORATION.
PLEASE VOTE, DATE AND SIGN ON REVERSE, AND RETURN PROMPTLY USING THE ENCLOSED
ENVELOPE.
Please sign exactly as your name(s) appear(s) hereon. Joint owners should each
sign personally. Trustees and other fiduciaries should indicate the capacity in
which they sign. If a corporation or partnership, the signature should be that
of an authorized person who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
__________________________________ ____________________________________
__________________________________ ____________________________________
__________________________________ ____________________________________
COMMUNITY CENTRAL
BANK CORPORATION
C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694
[3528 - COMMUNITY CENTRAL BANK CORPORATION] [FILE NAME: ZCCBC1.ELX] [VERSION -
(2)] [02/27/04] [ORIG. 02/23/04]
DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZCCBC1
PLEASE MARK [ ] 3528
[X] VOTES AS IN
THIS EXAMPLE
COMMUNITY CENTRAL BANK CORPORATION
1. Election of Directors.
(01) SALVATORE COTTONE (03) DEAN S. PETITPREN
(02) BOBBY L. HILL (04) RONALD R. REED
FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES
FOR
ALL [ ]
EXCEPT
______________________________________________________
Write the number corresponding to the name of the director
for whom you want your vote withheld.
FOR AGAINST ABSTAIN
2. Amendment to the 2002 Incentive Plan to add [ ] [ ] [ ]
100,000 shares to the existing plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ALL NOMINEES AND FOR THE
AMENDMENT TO THE 2002 INCENTIVE PLAN.
3. In their discretion, the proxies are authorized to vote upon any
other business that may properly come before the meeting, or at any
adjournment(s) thereof.
Mark box at right if an address change or comment has been [ ]
noted on the reverse side of this card.
Please be sure to sign and date this proxy card.
Signature:_______________ Date:__________ Signature:______________ Date:________