SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement.
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2)).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting materials pursuant to Rule 14a-11(c) or Rule 14a-12.
Community Central Bank Corporation
(Name of Registrant as Specified in Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (check appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(1) and 0-11.
(1) Title of each class of security to which transaction applies:
______________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
______________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
______________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
______________________________________________________________________
(5) Total fee paid:
______________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
______________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
______________________________________________________________________
(3) Filing Party:
______________________________________________________________________
(4) Date Filed:
______________________________________________________________________
COMMUNITY CENTRAL BANK CORPORATION
120 NORTH MAIN STREET
MOUNT CLEMENS, MI 48043
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 15, 2008
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 15, 2008, at 9:00
a.m., for the purpose of considering and voting upon the following matters:
1. ELECTION OF DIRECTORS. To elect three directors each for a three-year
term, as detailed in the accompanying proxy statement.
2. OTHER BUSINESS. To transact such other business as may properly be
brought before the annual meeting, or any adjournment or postponement 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 Monday,
February 25, 2008, 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,
/s/ David A. Widlak
-------------------------------------
David A. Widlak
President and Chief Executive Officer
Dated: March 24, 2008
COMMUNITY CENTRAL BANK CORPORATION
120 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 15, 2008, 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 24,
2008. 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 25, 2008, 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 3,732,081 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 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 the 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.
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 25, 2008, the voting record
date for the annual meeting, by each of the directors and director nominees of
the Corporation, each of the executive officers named in the summary
compensation table on page 11, and all directors and executive officers of the
Corporation as a group. The persons named in the following table have sole
voting and investment powers for all shares of common stock shown as
beneficially owned by them, subject to community property laws where applicable
and except as indicated in the footnotes to this table. The address of each
person named in the table, except where otherwise indicated, is the same address
as the Corporation. An asterisk (*) in the table indicates that an individual
beneficially owns less than one percent of the outstanding common stock of the
Corporation. As of February 25, 2008, the Corporation had 3,732,081 shares of
common stock outstanding, with each share entitled to one vote.
Amount and Nature
of Beneficial Percent of
Name of Beneficial Owner Ownership (1) Common Stock
---------------------------------------------------------- ----------------- ------------
Gebran S. Anton, Director ................................ 188,798 5.06
Joseph Catenacci, Director ............................... 162,951 4.37
Salvatore Cottone, Director .............................. 196,777(2) 5.27
Celestina Giles, Director ................................ 28,673(3) *
Joseph F. Jeannette, Director ............................ 172,776(4) 4.63
James T. Mestdagh, Director .............................. 676 *
Dean S. Petitpren, Chairman of the Board ................. 254,993 6.83
John W. Stroh, III, Director ............................. 17,983(5) *
David A. Widlak, President, CEO and Director ............. 124,965(6) 3.30
Ray T. Colonius, Treasurer and CFO ....................... 68,176 1.80
Sam A. Locricchio, EVP and Sr. Loan Officer of the Bank .. 20,146 *
All directors and executive officers of the
Corporation as a group (11 persons) ................... 1,236,914 32.05
----------
(1) Includes shares of Corporation common stock held directly, as well as
shares held jointly with family members, shares held in retirement
accounts, held in a fiduciary capacity, held by certain of the group
members' families, or held by trusts of which the group member is a trustee
or substantial beneficiary, with respect to which shares of common stock
the group member may be deemed to have sole or shared voting and/or
investment powers. Also includes shares of common stock as to which the
named individual has the right to acquire beneficial ownership, currently
or within 60 days after February 25, 2008, pursuant to the exercise of
stock options: Mr. Widlak - 52,428 shares; Mr. Colonius - 56,044 shares;
Mr. Locricchio - 18,221 shares and all directors and executive officers as
a group - 126,693 shares.
(2) Includes 107,124 shares owned solely by Mr. Cottone's spouse and 3,070
shares held as custodian for his grandchildren under the UGMA.
(3) Includes 10,168 shares owned solely by Mrs. Giles' spouse.
(4) Includes 30,025 shares held in trusts for the benefit of Mr. Jeannette's
children for which he is the trustee.
(5) Includes 6,563 shares owned solely by Mr. Stroh's spouse.
(6) Includes 717 shares owned solely by Mr. Widlak's spouse.
2
The table below shows the beneficial ownership of the Corporation's common
stock held by each person who was known by the Corporation to own beneficially
more than 5% of the Corporation's common stock as of February 25, 2008 and not
otherwise reported in the table above. To the best of the Corporation's
knowledge, no other person owns more than 5% of the Corporation's outstanding
common stock.
Name and Address Amount and Nature of Percent of
of Beneficial Owner Beneficial Ownership Common Stock
-------------------------------- -------------------- ------------
Tontine Financial Partners, L.P. 352,230(1) 9.4%
Tontine Management, L.L.C.
Jeffrey L. Gendell
55 Railroad Avenue, 3rd Floor
Greenwich, CT 06830
----------
(1) Based on information in a Schedule 13G, dated February 1, 2008, 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.
ELECTION OF DIRECTORS
GENERAL
The Corporation's articles of incorporation 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 articles of incorporation further
provide that the directors shall be divided into three classes, with each class
serving a staggered three-year term and with the number of directors in each
class being as nearly equal as possible.
Our Board of Directors currently consists of nine members, with one-third
of the directors being elected annually.
The Board of Directors, based on the recommendation of the nominating
committee, has nominated Gebran S. Anton, Joseph F. Jeannette and John W. Stroh,
III, each for a three-year term expiring at the Corporation's 2011 annual
meeting of stockholders, and upon election and qualification of their
successors. Each of the nominees is presently a director of the Corporation
whose term expires at the April 15, 2008 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.
On October 26, 2007, the Board of Directors expanded the size of the board
from eight to nine and appointed James T. Mestdagh to fill the new seat. Mr.
Mestdagh was appointed to the class of directors whose terms expire in 2010.
There were no arrangements or understandings pursuant to which Mr. Mestdagh was
selected as a director. The other members of the Board will continue in office
in accordance with their previous elections until the expiration of their terms
at the Corporation's 2009 or 2010 annual meetings of stockholders.
3
It is the intention of the persons named in the enclosed proxy to vote the
proxy for the election of the three nominees. The proposed nominees for election
as directors are willing to be elected and serve; however, 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 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
Gebran S. Anton, 75 ................................................. 1996 2011
Co-owner; Anton, Zorn & Associates (Commercial & Industrial
Real Estate Brokerage)
Sole member; Anton Management Group, LLC. (Real Estate Management)
Joseph F. Jeannette, 63 ............................................. 1996 2011
Retired Assistant Director; Utica Community Schools
John W. Stroh, III, 48 .............................................. 2005 2011
Chairman/CEO; The Stroh Companies (Investments)
DIRECTORS REMAINING IN OFFICE
Salvatore Cottone, 67 ............................................... 1996 2010
President; Resco, Inc. (Real Estate Development)
Chairman of the Board of the Bank
James T. Mestdagh, 43 ............................................... 2007 2010
President; Landquest Properties, Inc. (Real Estate)
Dean S. Petitpren, 65 ............................................... 1996 2010
President; Petitpren, Inc. (Beer Distribution)
Chairman of the Board of the Corporation
Joseph Catenacci, 72 ................................................ 1996 2009
Chief Operating Officer; John Carlo, Inc. (Highway and Heavy
Construction)
Celestina Giles, 60 ................................................. 2006 2009
Retired
David A. Widlak, 59 ................................................. 1999 2009
President and CEO of the Corporation
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BOARD MEETINGS, BOARD COMMITTEES
AND CORPORATE GOVERNANCE MATTERS
Attendance at Board, Committee and Annual Stockholders' Meetings. The
Corporation's Board of Directors conducted ten meetings during fiscal 2007. The
Board of Directors of the Bank, the Corporation's principal operating
subsidiary, conducted ten meetings during fiscal 2007. 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 Board 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.
"Independent" Directors. The Board of Directors has determined that
directors Gebran S. Anton, Joseph E. Catenacci, Salvatore Cottone, Celestina
Giles, Joseph F. Jeannette, James T. Mestdagh, Dean S. Petitpren and John W.
Stroh, III qualify as "independent" directors in accordance with the NASDAQ
Marketplace Rules. The NASDAQ independence definition includes a series of
objective tests, such as that the director is not an employee of the corporation
and has not engaged in various types of business dealings with the corporation.
As further required by the NASDAQ Marketplace Rules, the Board has made a
subjective determination as to each independent director that no relationships
exist which, in the opinion of the Board, would interfere with the exercise of
his or her independent judgment in carrying out the responsibilities of a
director. In making these determinations, the directors reviewed and discussed
information provided by the directors and the Corporation with regard to each
director's business and personal activities as they may relate to the
Corporation and its management.
Board Committees and Charter. The Board of Directors of the Corporation has
standing Executive, Audit, Compensation and Nominating Committees. The Board of
Directors has adopted a written charter for the compensation, audit and
nominating committees, as well as a written code of business conduct and ethics
that applies to all of our directors, officers and employees. These documents
are posted on our web site at www.communitycentralbank.com under the
"Shareholder" link. You may also obtain a copy of these documents free of charge
by writing to our Corporate Secretary at Community Central Bank Corporation, 120
North Main Street, Mount Clemens, Michigan 48043, or by calling (586) 783-4500.
The Audit, Compensation and Nominating Committee members consist of solely
independent directors as defined in the NASDAQ Marketplace Rules. In addition,
the members of the Audit Committee each qualify as "independent" under standards
established by the U.S. Securities and Exchange Commission (the "SEC") for
members of audit committees. The Audit Committee also includes at least one
independent member who the Board has determined meets the qualifications of an
"audit committee financial expert" in accordance with SEC rules. Mr. Cottone is
the independent director who has been determined to be an audit committee
financial expert.
Executive Committee. The Executive Committee is comprised of Directors
Anton, Cottone, Petitpren, and Widlak (Chairman). The Executive Committee met
two times in 2007. The Executive Committee may exercise the full powers and
authority of the Board of Directors in the management of the business affairs
and property of the Corporation during the intervals between meetings of the
Board of Directors. The Executive Committee also has the power and authority to
declare distributions and dividends and to authorize the issuance of stock to
the extent permitted by Michigan law.
Audit Committee. During 2007, the Audit Committee was comprised of
Directors Cottone (Chairman), Anton, Jeannette and Stroh, III. The Audit
Committee met four times during fiscal 2007. The Audit Committee's
responsibilities include hiring, terminating or reappointing the Corporation's
5
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. The
full responsibilities of the audit committee are set forth in its charter, a
copy of which is posted on our web site at www.communitycentralbank.com.
Compensation Committee. During 2007, the Compensation Committee was
comprised of Directors Catenacci, Jeannette and Petitpren (Chairman). The
Compensation Committee met two times during fiscal 2007. The Compensation
Committee reviews overall compensation policies and objectives 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 recommends to the full Board the appropriate level of compensation and
the appropriate mix of cash compensation and equity compensation for Board and
Board committee service. The Compensation Committee is also responsible for
administering the option plans and benefit plans of the Corporation. Under the
Corporation's 2002 Incentive Plan, the Compensation Committee may delegate to
the Chairman of the Board, the President or to other senior officers of the
Corporation any of its duties under the plan, except for its authority to grant
awards, or to take other actions with respect to participants who are subject to
Section 16 of the Exchange Act or are "covered employees" as defined in Section
162(m) of the Internal Revenue code of 1986, as amended. The full
responsibilities of the Compensation Committee are set forth in its charter, a
copy of which is posted on our web site at www.communitycentralbank.com.
Nominating Committee. During 2007, the Nominating Committee was comprised
of Directors Petitpren (Chairman), Cottone, Giles, and Mestdagh. The Nominating
Committee met one time during fiscal 2007. 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
6
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.
The full responsibilities of the nomination committee are set forth in its
charter, a copy of which is posted on our web site at
www.communitycentralbank.com.
Communications with the Board of Directors. Stockholders may communicate
directly with the Board of Directors, or any individual Board member, by sending
written communications to the Corporation, addressed to the Chairman of the
Board or such individual Board member.
7
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the annual
compensation for services provided to us by our Chief Executive Officer and our
two other most highly compensated executive officers during the fiscal year
ended December 31, 2007, as well as one additional executive officer who would
have been included in the table but for the fact that he was no longer serving
as an executive officer as of December 31, 2007. We refer to the officers listed
in the table below as the named executive officers.
NONQUALIFIED
DEFERRED
STOCK OPTION COMPENSATION ALL OTHER
SALARY BONUS AWARDS AWARDS EARNINGS COMPENSATION TOTAL
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($) ($) ($)(2) ($) ($)(3) ($)
--------------------------- ---- -------- ------- ------ ------- ------------ ------------ --------
David A. Widlak 2007 $307,516 -- -- $ 8,108 $-- $ 26,244 $341,868
President and CEO of 2006 $299,983 $20,000 -- $18,648 $-- $ 25,991 $364,622
the Corporation
Ray T. Colonius 2007 $181,395 -- -- $ 3,229 $-- $ 19,691 $204,315
CFO and Treasurer of 2006 $170,450 $10,000 -- -- $-- $ 20,753 $201,203
the Corporation and EVP
and CFO of the Bank
Sam A. Locricchio 2007 $178,720 -- -- $ 3,229 $-- $ 18,284 $200,233
EVP and Sr. Loan 2006 $167,685 $10,000 -- $ 4,207 $-- $ 18,981 $200,873
Officer of the Bank
Ronald R. Reed (4) 2007 $132,860 -- -- -- $-- $191,555 $324,415
Former President and 2006 $220,043 $12,500 -- -- $-- $ 30,725 $263,268
CEO of the Bank
(1) Includes compensation of $30,000 in cash and $3,021 of Corporation common
stock for Mr. Widlak and $17,500 in cash and $3,021 in Corporation common
stock for Mr. Reed for service on the Boards of Directors of the
Corporation.
(2) Represents the proportionate amount of the total fair value of option
awards recognized by the Corporation as an expense in 2007 for financial
accounting purposes, disregarding for this purpose the estimate of
forfeitures related to service-based vesting conditions. The fair values of
these awards and the amounts expensed in 2007 were determined in accordance
with Financial Accounting Standards Board Statement of Financial Accounting
Standards No. 123R. The option awards for which expense is shown in this
table included the awards granted in prior years for which we continued to
recognize expense in 2007. For a discussion of valuation assumptions and
any forfeitures that occurred during the year, see Note 13 of the Notes to
Consolidated Financial Statements included in the Corporation's annual
report on Form 10-K for the year ended December 31, 2007.
8
(3) The amounts included in this column consist of the following (perquisites
and other personal benefits totaling less than $10,000 in the aggregate for
a named executive officer are excluded).
DAVID RAY SAM RONALD
WIDLAK COLONIUS LOCRICCHIO REED
------- -------- ---------- --------
BENEFIT TYPE
401(k) Matching Contribution $ 9,290 $ 5,743 $ 5,590 $ 4,483
ESOP Allocation 738 738 738 738
Excess Life Insurance Premiums 1,161 609 1,156 924
Severance payment 171,087(b)
Perquisites and Other Personal Benefits:
Auto Reimbursement/Allowance 13,497 11,163 10,800 9,407
Other (a) 1,558 1,438 -- 4,516
------- ------- ------- --------
Total $26,244 $19,691 $18,284 $191,155
======= ======= ======= ========
(a) Includes membership dues to a health club for Mr. Widlak and Mr. Colonius,
and a country club and business athletic club for Mr. Reed.
(b) See footnote 4 below.
(4) On July 18, 2007, Community Central Bank Corporation announced the
departure of Ronald R. Reed, the President and CEO of the Corporation's
subsidiary, Community Central Bank. As part of the full and final release
and separation agreement, Mr. Reed received a lump sum distribution of
$145,000 less applicable withholding taxes. Additionally, Mr. Reed received
a lump sum distribution for unused vacation benefits of $11,087. The health
care coverage in the form of COBRA is being paid for 18 months which
commenced upon the date of the agreement. Mr. Reed received under a
separate agreement $15,000 compensation for the reassignment of ownership
of the company paid automobile lease. The total severance package, was
expensed in the third quarter of 2007 and reported in the "All Other
Compensation" column of the table. Additionally, the full and final release
and separation agreement contained a covenant not to compete.
We have no employment, severance or change in control agreements with our
named executive officers. The stock options reported in the table above were
granted by the Compensation Committee pursuant to the terms of the 2002
Incentive Plan. All options awarded pursuant to this plan are at an exercise
price equal to the fair market value of the Corporation's common stock on the
date of grant. Fair market value is defined under the plan as the mean between
the highest and lowest sales price per share of the Corporation's common stock
as reported on the NASDAQ Stock Market on the date of grant or, if there were no
sales reported on the grant date, on the last preceding date on which a sale was
reported. In the event an optionee is terminated following a change in control
of the Corporation, the vesting period of the options, if any, is accelerated.
The options are not transferable except by will or the laws of descent and
distribution.
Mr. Widlak serves as a director on the Corporation's Board of Directors.
Under the Corporation's 2002 Incentive Plan, as amended, 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 and are reflected under "Salary" in the Summary
Compensation Table.
9
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table sets forth information about all of the outstanding
option awards (as adjusted for stock dividends) held by the named executive
officers as of December 31, 2007. There were no other outstanding equity awards
held at December 31, 2007 by the named executive officers.
EQUITY
INCENTIVE
PLAN AWARDS:
NUMBER OF NUMBER OF NUMBER OF
SECURITIES SECURITIES SECURITIES
UNDERLYING UNDERLYING UNDERLYING OPTION
UNEXERCISED UNEXERCISED UNEXERCISED EXERCISE OPTION
OPTIONS OPTIONS UNEARNED PRICE EXPIRATION
NAME (#) EXERCISABLE (#) UNEXERCISABLE OPTIONS (#) ($) DATE
---- --------------- ----------------- ------------ -------- ----------
David A. Widlak 14,586 6.99 05-13-2012
8,509 9.82 11-19-2013
13,892 11.15 11-15-2014
9,923 11.98 12-01-2015
1,103 11.98 12-01-2015
12,075(1) 10.76 12-18-2016
10,000(2) 7.59 11-27-2017
Ray T. Colonius 5,332 4.52 10-02-2010
4,534 4.30 01-05-2010
8,794 4.98 04-24-2011
15,516 4.71 05-07-2011
6,078 6.99 05-13-2012
3,647 9.82 11-19-2013
5,788 11.15 11-15-2014
4,410 11.98 12-01-2015
4,725(1) 10.76 12-18-2016
5,000(2) 7.59 11-27-2017
Sam A. Locricchio 6,078 8.28 07-07-2013
5,788 11.15 11-15-2014
551 11.98 12-01-2015
3,859 11.98 12-01-2015
4,725(1) 10.76 12-18-2016
5,000(2) 7.59 11-27-2017
(1) The stock options were granted on December 19, 2006 and vest equally over a
five year period on each of January 1, 2008, January 1, 2009, January 1,
2010, January 1, 2011 and January 1, 2012.
(2) The stock options were granted on November 28, 2007 and vest equally over a
five year period on each of January 1, 2008, January 1, 2009, January 1,
2010, January 1, 2011 and January 1, 2012.
10
RETIREMENT AND POST-TERMINATION BENEFITS
The Corporation, through the Community Central Bank Corporation
Supplemental Executive Retirement Plan, and the Bank, through the Community
Central Bank Supplemental Executive Retirement Plan, provides supplemental
retirement benefits to the named executive officers (collectively, the "SERP").
The SERP is designed to provide monthly benefits over a 15-year period to each
participant upon his retirement. 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.
The annual benefit under the SERP upon retirement is the product of the
participant's final average compensation, benefit percentage, and vested
percentage. The participant's vested percentage is based on his years of
credited service. Each participant's benefit percentage, vesting formula, and
years of credited service are set out in the participant's SERP agreement. The
SERP agreement may provide for a minimum or maximum SERP benefit amount. If a
change in control occurs while the participant is actively employed by the
Corporation, then the participant will fully vest in his SERP benefit regardless
of his years of credited service.
Final average compensation is the average of the participant's three
highest years of compensation, whether or not such years are consecutive.
"Compensation" is defined as the annual cash compensation relating to services
performed by a participant for the Bank or the Corporation during any calendar
year, whether or not paid in such calendar year or included on the Federal
Income Tax Form W-2 for such calendar year, excluding fringe benefits, stock
options, other stock based compensation, relocation expenses, non-monetary
awards, and automobile and other allowances paid to a participant for employment
services rendered (whether or not such allowances are included in the
participant's gross income).
The minimum benefit for Mr. Widlak and Mr. Colonius is $75,000 per year
paid monthly over a 15 year period upon retirement. The maximum benefit for
these individuals is 50% of the average compensation of the three highest years
of compensation as previously defined, on an annual basis to be paid monthly
over a 15 year period upon retirement. The minimum and maximum benefit for Mr.
Locricchio is set at $50,000 per year, paid monthly upon retirement.
Participants vest at a rate of 10% for each year of credited service. As of
December 31, 2007, Mr. Widlak, Mr. Colonius and Mr. Locricchio had six, eight
and five years of credited service, respectively.
A participant's vested SERP benefit commences upon the later of the date
the participant attains age 65, or terminates employment with the Corporation
(the "Normal Retirement Date"). The SERP pays monthly payments equal to
one-twelfth of the participant's vested annual benefit as determined above.
Monthly payments commence on the first day of the month after the participant's
Normal Retirement Date, and continue for a specified number of months, typically
one hundred and eighty (180). If the participant is a "specified employee"
(generally an officer earning over $145,000), his monthly payments may be
delayed until 185 days after his termination of employment. At December 31,
2007, each of the executive officers, if they had terminated employment with the
Corporation at that date, would have been entitled to annual retirement benefits
under the SERP, payable for 15 years commencing at age 65, as follows: Mr.
Widlak - $91,974, Mr. Colonius - $67,413, Mr. Locricchio - $25,000. Mr. Reed,
the former CEO of Community Central Bank, resigned in July 2007 and will receive
an annual benefit of $82,622 for 15 years commencing at age 65.
11
In-service distributions are not permitted under the SERP, unless the
participant is subject to current taxation with respect to some or all of his
SERP benefit, in which case some or all of his vested SERP benefit may be
distributed. If the participant dies or is terminated for cause, no benefits are
payable under this Plan. In the event of death, however, the participant's
beneficiaries may receive a benefit under the Bank's Death Benefit Plan relating
to his SERP benefit or the unpaid portion thereof.
If a participant dies before receiving any retirement benefits under the
SERP, then pursuant to the Bank's Death Benefit Plan, his designated beneficiary
will be entitled to receive a single lump sum amount equal to the equivalent
actuarial value of the participant's SERP benefit plus a tax gross-up amount. If
a participant dies after he has begun to receive retirement benefits under the
SERP, then pursuant to the Bank's Death Benefit Plan, his designated beneficiary
will be entitled to receive a single lump sum amount equal to the equivalent
actuarial value of the participant's remaining SERP benefit plus a tax gross-up
amount. The tax gross-up amount, which is intended to compensate a participant's
beneficiary for federal, state and local income and employment taxes
attributable to the participant's death benefit, is equal to 45 percent of the
participant's death benefit payment. Under this scenario, at December 31, 2007,
the lump sum present value including a tax gross up amount would be as follows:
Mr. Widlak - $842,286, Mr. Colonius - $323,702 and Mr. Locricchio - $213,511.
If the SERP is terminated, the participant's SERP benefit will be paid to
him in a lump sum amount in cash as soon as practicable after the termination.
The lump sum amount will be the equivalent actuarial value of the Participant's
SERP benefit at the time the Plan is terminated. If the SERP had been terminated
as of December 31, 2007, then under that scenario each of the executive officers
would have been entitled to receive a lump sum amount, as follows: Mr. Widlak -
$1,429,500, Mr. Colonius - $785,814 and Mr. Locricchio - $466,207.
12
DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION
The following table sets forth a summary of the compensation we paid to our
non-employee directors during 2007:
FEES EARNED OR NON-EQUITY NONQUALIFIED
PAID IN STOCK OPTION INCENTIVE PLAN DEFERRED ALL OTHER
CASH AWARDS AWARDS COMPENSATION COMPENSATION COMPENSATION TOTAL
NAME ($) ($)(1) ($) ($) EARNINGS ($) ($)
---- -------------- ------ ------ -------------- ------------ ------------ ------
Gebran S. Anton 26,850 3,021 -- -- -- -- 29,871
David E. Bonior 4,000(2) -- -- -- -- -- 4,000
Joseph Catenacci 24,000 3,021 -- -- -- -- 27,021
Salvatore Cottone 62,250 3,021 -- -- -- -- 65,271
Celestina Giles 25,150 3,021 -- -- -- -- 28,171
Bobby L. Hill 16,000 -- -- -- -- -- 16,000
Joseph F. Jeannette 33,500 3,021 -- -- -- -- 36,521
James T. Mestdagh 4,000 -- -- -- -- -- 4,000
Dean S. Petitpren 32,200 3,021 -- -- -- -- 35,221
John W. Stroh, III 25,900 3,021 -- -- -- -- 28,921
(1) During 2007, each director received 300 shares of unrestricted, fully
vested common stock except for James T. Mestdagh who was appointed as a
director effective October 26, 2007. The amounts included in the "Stock
Awards" column are the amounts of compensation cost recognized by the
Corporation in 2007, as described in Statement of Financial Accounting
Standards No. 123R. For a discussion of valuation assumptions, see Note 13
of the Notes to Consolidated Financial Statements included in the
Corporation's annual report on Form 10-K for the year ended December 31,
2007.
(2) Mr. Bonior retired from the Board of Directors in February 2007.
(3) Mr. Hill retired from the Board of Directors in April 2007. Amount reported
also includes director emeritus fees, which commenced May 2007, of $1,000 a
month that will continue until May 2009.
During 2007, each member of the Board of Directors received a monthly
retainer of $2,000, in the aggregate, for services as a director of the
Corporation and the Bank. Non-employee directors of the Corporation and the Bank
also received compensation for their services as committee members. Non-employee
directors of the Executive, Audit, Compensation and Nominating Committees of the
Corporation and the Bank each received $500 per meeting attended, except for the
Chairman of the Audit Committee who received $2,000 per month, the Chairman of
the Compensation Committee who received $500 per month and the Chairman of the
Nominating Committee who received $1,000 per meeting attended during 2007.
Non-employee directors serving on the Bank's Loan and Asset/Liability
Committees each received $50 per meeting attended. Director Cottone received
$1,000 a month for serving as Chairman of the Board of Community Central
Mortgage Company, LLC, the Corporation's mortgage company subsidiary and
directors Jeannette and Widlak each received $500 a month for serving as
advisory board members to the mortgage company. Under the Corporation's 2002
Incentive Plan, as amended, 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.
13
All director related fees earned by Mr. Widlak and Mr. Reed during 2007 are
reported in the salary column of the Summary Compensation Table under "Executive
Compensation."
CERTAIN RELATIONSHIPS AND RELATED 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 persons not related to the Bank, 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, 2007,
the Bank had outstanding 41 loans to the directors and executive officers of the
Corporation, totaling approximately $7.3 million in the aggregate, with an
additional $3.1 million under commitments. All outstanding loans to directors
and executive officers were performing in accordance with their terms at
December 31, 2007.
David Widlak, the Corporation's President and Chief Executive Officer and a
Director of the Corporation and the Bank, serves, without compensation, as Of
Counsel to the law firm of O'Reilly Rancilio PC, Sterling Heights, Michigan,
which serves as local counsel to the Bank.
14
SELECTION OF AND RELATIONSHIP WITH INDEPENDENT AUDITOR
The Audit Committee of the Board of Directors has appointed Plante & Moran,
PLLC as the Corporation's principal independent auditor for the year ending
December 31, 2008. In making its determination to appoint Plante & Moran, PLLC
as the Corporation's independent auditors for the 2008 fiscal year, the Audit
Committee considered the non-audit services that the independent auditors
provided during the 2007 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
2007 and 2006. The aggregate fees billed to the Corporation by Plante & Moran,
PLLC and its affiliates for the fiscal years ended December 31, 2007 and 2006
were as follows:
Year Ended
December 31,
-------------------
2007 2006
-------- --------
Audit Fees.............. $ 93,275 $104,970
Audit Related Fees(1)... 16,450 8,875
Tax Fees(2)............. 33,120 21,870
All Other Fees(3)....... 16,025 2,325
-------- --------
Total................ $158,870 $138,040
======== ========
----------
(1) Primarily for services related to research on accounting issues during 2007
and 2006.
(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.
(3) Primarily for Sarbanes-Oxley 404 facilitation and compliance procedures on
BSA in 2007.
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
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.
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.
15
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 and
discussed the audited financial statements for the year ended December 31, 2007
with management, including a discussion of the quality and the acceptability of
the Corporation's financial reporting and controls.
The Audit Committee has also discussed with the Corporation's independent
auditors, Plante & Moran, PLLC, which firm is 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 Communications with Audit Committees, as
amended by Statement of Auditing Standards No. 90, Audit Committee
Communications. The Audit Committee also received written disclosures and the
letter from Plante & Moran, PLLC required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees, disclosing the
matters that, in the auditor's judgment, may reasonably be thought to bear on
the auditors' independence from the Corporation, and has discussed with Plante &
Moran, PLLC their independence from the Corporation. The Audit Committee has
also 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-K for the year ended
December 31, 2007 for filing with the Securities and Exchange Commission.
Submitted by the Audit Committee of the Corporation's Board of Directors:
Gebran S. Anton
Salvatore Cottone
Joseph F. Jeannette
John W. Stroh, III
This report shall not be deemed to be incorporated by reference by any general
statement incorporating by reference this proxy statement into any filing under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended, and shall not otherwise be deemed filed under such acts.
16
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.
STOCKHOLDER PROPOSALS FOR 2009 ANNUAL MEETING
Any proposal submitted by a stockholder for the 2009 annual meeting of
stockholders should be sent to Lisa Medlock, Corporate Secretary, at 120 North
Main Street, PO Box 7, Mount Clemens, MI 48046-0007. Proposals must be received
by November 24, 2008, 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 at least 10 days
prior to the date of the annual meeting.
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 Exchange 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.
17
(COMMUNITY CENTRAL BANK CORPORATION LOGO) [BARCODE]
[BARCODE] C123456789
000004 000000000.000000 ext 000000000.000000 ext
000000000.000000 ext 000000000.000000 ext
000000000.000000 ext 000000000.000000 ext
[BARCODE] MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2
ADD 3
ADD 4
ADD 5
ADD 6
[BARCODE]
Using a BLACK INK pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas. [X]
ANNUAL MEETING PROXY CARD
- PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. -
------------------------------------------------------------------------------------------------------------------------------------
A ELECTION OF DIRECTORS (EACH FOR A 3-YEAR TERM) -- THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE NOMINEES LISTED.
1. Election of Directors: FOR WITHHOLD FOR WITHHOLD FOR WITHHOLD
+
01 - Gebran S. Anton [ ] [ ] 02 - Joseph F. Jeannette [ ] [ ] 03 - John W. Stroh, III [ ] [ ]
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.
B NON-VOTING ITEMS
CHANGE OF ADDRESS -- Please print new address below. COMMENTS -- Please print your comments below.
---------------------------------------------------------------- ----------------------------------------------------------------
---------------------------------------------------------------- ----------------------------------------------------------------
C AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. -- DATE AND SIGN BELOW
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.
Date (mm/dd/yyyy) -- Please print Signature 1 -- Please keep signature Signature 2 -- Please keep signature
date below. within the box. within the box.
------------------------------------------ ---------------------------------------- --------------------------------------------
/ /
/ /
/ /
------------------------------------------ ---------------------------------------- --------------------------------------------
C1234567890 JNT MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE
140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND
[BARCODE] 30 BV 0168531 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND +
(STOCK#) 00UKMC
Dear Stockholder,
Please take note of the important information enclosed with this proxy card. You
are requested to vote on the election of directors as discussed in the enclosed
proxy materials. Your board of directors recommends that you vote "FOR" all of
the nominees.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the box 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
15, 2008.
Thank you in advance for your prompt consideration of this matter.
Sincerely,
David A. Widlak
President and Chief Executive Officer
- PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN
THE ENCLOSED ENVELOPE. -
--------------------------------------------------------------------------------
(COMMUNITY CENTRAL BANK CORPORATION LOGO)
PROXY -- COMMUNITY CENTRAL BANK CORPORATION
120 North Main Street
Mount Clemens, MI 48043
ANNUAL MEETING OF STOCKHOLDERS - APRIL 15, 2008
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Celestina Giles and Dean S. Petitpren, 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 15,
2008, at 9:00 a.m., or at any adjournment or postponement thereof, as follows on
the reverse side.
THIS PROXY, WHEN PROPERLY EXECUTED AND TIMELY RETURNED, WILL BE VOTED AS
DIRECTED HEREIN. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR" ALL
NOMINEES AND IN THE DISCRETION OF THE PROXY HOLDER ON ANY OTHER MATTER THAT MAY
PROPERLY COME BEFORE THE MEETING OR 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 SIDE, AND RETURN PROMPTLY USING THE
ENCLOSED ENVELOPE.