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EXHIBIT 10.3
BONUS AND STOCK OPTION AGREEMENT
This Bonus and Stock Option Agreement ("Agreement") is made and entered
into effective as of the 11th day of May, 1993 by and between WGNB Corporation,
a Georgia corporation, ("Corporation") and L. Xxxxxxxx Xxxxxx, a resident of the
State of Georgia ("Individual").
WHEREAS, Individual is an employee of the Corporation and is an officer
and director of the Corporation and its wholly-owned subsidiary, West Georgia
National Bank, a national banking association ("Bank"); and
WHEREAS, the Board of Directors of the Corporation has adopted
resolutions approving the adoption of a plan providing for the payment of a
bonus in the form of cash and the grant of stock options to Individual effective
as of January 1, 1992; and
WHEREAS, the terms and conditions of this Agreement are in addition to
any and all agreements relating to the employment of Individual by Corporation
including, but not limited to, the employee bonus plan implemented by the
Corporation and the employment relationship by and between Individual and
Corporation.
Now, therefore, in consideration of the mutual promises and covenants
contained herein and other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
SECTION 1 - CASH BONUS
In addition to the annual salary paid by Corporation to Individual
pursuant to the employment relationship between such parties, and the bonus due
to Individual pursuant to the employee bonus program of the Corporation,
Corporation agrees to pay to Individual in consideration for services rendered
as the President and Chief Executive Officer of the Corporation and the Bank and
for services provided by Individual as a member of the respective Boards of
Directors and any committees thereon, an annual cash bonus in an amount to be
determined as follows:
1.1 The annual cash bonus shall be a performance based calculation with
the performance criteria for each applicable year to be (a) the return on assets
of the Corporation, as determined before the calculation of the amount due to
Individual pursuant to this Section 1 but after the calculation of bonuses due
pursuant to the Corporation Plan and after the determination of federal and
state income taxes (ROA) based on the Corporation's consolidated financial
statements prepared in conformance with the uniform bank performance ratios
promulgated by the Federal Financial
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Institutions Examining Counsel applied on a consistent basis as determined by
the Corporation's independent certified public accountant ("Financial
Statements"), (b) the then most recent rating of the Bank as determined by the
Office of the Comptroller of the Currency based upon capital adequacy, asset
quality, management ability and effectiveness, earnings quantity and quality,
and liquidity (the "CAMEL Rating"), and (c) the total asset growth of
Corporation based upon the average net end of month total assets for the
applicable year as compared to the immediately preceding calendar year end of
operation based upon the Corporation's Financial Statements for such year
("Growth"). For example, "net end of month total assets" is calculated by
determining the gross assets as shown on the Bank's general ledger as of the
last business day of the month, minus the sum of outstanding letters of credit,
minus income collected but not earned on loans, and minus the allowance for loan
and lease losses. This calculation mirrors the monthly adjustments set forth in
the Bank's general ledger. If the Corporation expands its business interests and
owns assets other than its interest in the Bank, this calculation would expend
to include such assets.
1.2 Individual shall aggregate points on an annual basis based upon
specific levels of ROA of the Corporation, CAMEL Rating of the Bank, and Growth
of the Corporation. The points to be aggregated by Individual for each year for
the purpose of the bonus calculation set forth above will be determined in
accordance with the schedule set forth on Exhibit "A". The percentages
applicable to the provisions of Exhibit "A" shall be rounded down to the nearest
tenth or hundredth of a percent, as applicable. The bonus due to Individual for
each applicable year shall be equal to (a) the aggregate number of points
accrued for the applicable year, divided by, (b) 10 and (c) the resulting
quotient will constitute a percentage which will be multiplied by Corporation's
profit for the applicable year based upon the Corporation's Financial
Statements, after the calculation of bonuses pursuant to the Corporation Plan
and the determination of federal and state income taxes, but before dividends
payable by Corporation. The resulting product shall constitute the cash bonus
due to Individual for the applicable year ("Cash Bonus"). The Cash Bonus shall
be paid to Individual within ten days after such calculation is determined by
the Board of Directors of Corporation. Exhibit "B" attached hereto and
incorporated herein by reference shall be utilized solely for the purpose of
exemplifying the determination of the Cash Bonus and stock options due to
Individual based upon various assumptions. The calculations set forth on Exhibit
"B" are non-binding and do not represent any obligation or projection of the
Corporation relating to the Cash Bonus due to Individual pursuant to this
Section 1 or the options due to Individual pursuant to Section 2 of this
Agreement.
1.3 Once per calendar quarter, Individual shall be allowed to receive
an advance against the amount of the Cash Bonus due to Individual for the
applicable calendar year in an amount not to exceed 50% of the anticipated Cash
Bonus due to Individual for such calendar year as determined by the Board of
Directors, or the Executive Committee, of the
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Corporation in its sole discretion. During the month of December Individual may
draw as an advance an additional amount against the Cash Bonus due for each
calendar year in an amount to be determined in the sole discretion of the Board
of Directors, or Executive Committee, of the Corporation. In the event the
aggregate amount of advances paid to Individual against the Cash Bonus due for a
calendar year exceeds the actual amount of the Cash Bonus due to Individual for
such year pursuant to Section 1.2, Individual shall remit the resulting excess
amount to the Corporation not later than January 31 of the immediately
succeeding year. In the event the amount advanced against the Cash Bonus to
Individual for a calendar year is less than the Cash Bonus due to Individual for
such year, the remaining amount due to Individual shall be paid within ten days
after the calculation of the amount due.
SECTION 2 - STOCK OPTION
2.1 Corporation grants to Individual the option to acquire shares of
the common stock of Corporation on an annual basis ("Option Shares"), in an
amount equal to the quotient (rounded to the nearest whole share) which shall be
determined by dividing (a) the Cash Bonus due to Individual pursuant to Section
1 for the applicable year, by (b) the Market Value Per Share of the common stock
of Corporation, as of December 31 of the applicable year. For purposes of this
Agreement, Market Value Per Share of the common stock of the Corporation shall
be equal to the average of the per share price of the last two (2) trades
between unrelated parties known to the President of the Corporation prior to the
end of the applicable year.
2.2 The date of grant of the Option Shares shall be December 31 of each
applicable year. The Option Shares shall be granted commencing with the year
ended December 31, 1992 and terminating with the year ending December 31, 2001.
The Option Shares may not be exercised prior to five years from the date of
grant of options for any applicable year and may not be exercised more than 10
years after the date of grant for any applicable year. By example, the Option
Shares subject to the option granted as of December 31, 1992 may not be
exercised prior to December 31, 1997 nor after December 31, 2002.
2.3 The exercise price to be paid by Individual to Corporation upon
exercise of Option Shares shall be equal to the produce of (a) the Market Value
Per Share of Corporation as of December 31 of the year such Option Shares were
granted, multiplied times (b) the number of Option Shares acquired through
exercise.
2.4 The option to acquire the Option Shares may not be exercised if the
issuance of shares of commons stock of Corporation upon such exercise would
constitute a violation of any applicable federal or state securities or other
law or valid regulation.
2.5 The Option Shares granted to individual pursuant to this Section 2
may not be transferred in any manner and may be exercised during the lifetime of
the Individual
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only by Individual. An option granted hereunder may be exercised in whole, or in
part, by delivery by Individual of a writing evidencing his intent to exercise
the option and accompanied by Individual's check payable to the order of the
Corporation in an amount equal to the product of (a) number of Option Shares
subject to exercise, multiplied times (b) the appropriate exercise price per
share. Individual shall also be required to deliver to the Corporation upon
exercise any documents reasonably required by the Corporation to evidence
compliance with federal and state securities laws relating to exercise. Promptly
after the payment of the exercise price and the delivery of the above-referenced
documents, the Corporation shall deliver to Individual a stock certificate
evidencing ownership of the common stock of Corporation. Individual shall have
no rights of a shareholder as to the Option Shares until the terms of this
Section 2.5 are satisfied.
2.6 This option shall immediately terminate and become void on the date
that Individual's employment with Corporation is terminated for any reason
whatsoever, whether voluntarily or involuntarily, or whether with or without
cause, or by death of Individual, provided, however, the option may be exercised
within three months after the date of retirement of Individual with the consent
of Corporation and, in the event of the death of Individual while employed by
Corporation or within three months after having fully exercised the option
granted hereunder, the executors or administrators, legatees or heirs of
Individual's estate shall have the right to exercise such option to the extent
that the deceased Individual was entitled to exercise the options on the date of
his death, provided, however, that in no event shall the options be exercisable
more than ten years after the date they were granted.
2.7 The option may not be exercised unless the individual, at the time
he exercises this option, is an employee of Corporation and has been such an
employee at all times since the date of this Agreement, except as provided in
Section 2.6 of this Agreement. The number of Option Shares subject to this
Agreement and the option exercise price determined by Section 2.3 of this
Agreement shall be proportionately adjusted for any increase or decrease in the
number of issued shares of common stock of Corporation subsequent to the date of
this Agreement resulting from (i) a subdivision or consolidation of shares or
any other capital adjustment, (ii) the payment of a stock dividend, or (iii)
other increase or decrease in such shares without receipt of consideration by
Corporation. If Corporation shall be the surviving entity in any merger or
consolidation, any option shall pertain, apply and relate the securities to
which a holder of the number of shares of common stock of Corporation subject to
the option would have been entitled after the merger or consolidation. Upon
dissolution or liquidation of Corporation, or upon a merger or consolidation in
which Corporation is not the surviving corporation, all options outstanding
hereunder shall terminate, provided, however, that Individual, and each other
person entitled under Section 2.6 to exercise the option, shall have the right,
immediately prior to such dissolution or liquidation, or such merger or
consolidation, to exercise Individual's option in whole or in part, as if
Individual were fully vested at such time. If this option shall be assumed or a
new option substituted therefor as a result of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization, or
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liquidation, then employment by such assuming or substituting corporation or by
a subsidiary thereof shall be considered for purposes of this Option to be
employment by Corporation.
2.8 The option granted hereunder shall be null and void and without
effect upon the bankruptcy of the Individual, or upon any attempted assignment
or transfer, including without limitation, any purported assignment, whether
voluntary or by operation of law, pledge, hypothecation or other disposition,
attachment, trustee process or similar process, whether legal or equitable, upon
such option.
SECTION 3 - TERM
3.1 The provisions of this Agreement regarding the payment of the Cash
Bonus pursuant to Section 1 and the grant of stock options pursuant to Section
2.1 shall be applicable commencing with the calendar year ended December 31,
1992 and shall remain in full force and effect for ten successive calendar years
ending December 31, 2001. The remaining provisions of this Agreement shall
terminate on December 31, 2011.
SECTION 4 - MISCELLANEOUS
4.1 Neither the obligation of the Corporation to pay to Individual the
Cash Bonus pursuant to Section 1 of this Agreement nor the grant of the option
to acquire common stock of the Corporation pursuant to Section 2 of this
Agreement confers any right upon Individual with respect to the continuation of
employment with the Corporation. Nothing contained herein shall be construed as
interfering with or restricting the right of the Corporation or of Individual to
terminate employment at any time, with or without cause.
4.2 Notwithstanding any provision of this Agreement to the contrary, in
the event the CAMEL Rating of the Bank for any calendar year of this Agreement
is 3, 4, or 5, and, in such event, for as long as the CAMEL Rating remains 3, 4,
or 5, Individual shall not be entitled to receive and the Corporation shall not
be required to pay a Cash Bonus for such year or years pursuant to Section 1 and
the Corporation shall have no obligation to grant a stock option for such year
or years pursuant to Section 2 of this Agreement.
4.3 Any notices or other communications to any party pursuant to or
relating to this Agreement and the transactions provided for herein shall be
determined to be given, delivered or received when delivered personally or three
days after being deposited in the United States Mail, registered or certified,
and with proper postage and registration and
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certification fees prepaid, addressed to the parties for whom intended at the
addresses indicated for each party as set forth below:
Company: Individual:
WGNB CORP. L. Xxxxxxxx Xxxxxx
000 Xxxxx Xxxxxx 000 Xxxxx Xxxxxx Xxxxx
Xxxx Xxxxxx Xxx 000 Xxxxxxxxxx, XX 00000
Xxxxxxxxxx, XX 00000
Attn: Chairman
4.4 This Agreement shall be governed by the laws of the State of
Georgia.
4.5 This Agreement may be executed with counterpart signature pages,
all of which together shall constitute one and the same Agreement.
4.6 The terms of this Agreement, including the rights and obligations
of the parties hereunder, shall not supersede or amend any additional agreement
of the parties with respect to the employment of Individual by Corporation or
any compensation for services performed under such agreements, including, but
not limited to, the consideration paid pursuant to the employment relationship
between the Bank and Individual and any employee bonus plan utilized by
Corporation. This Agreement shall inure to the benefit of and be enforceable by
and binding upon the successors and assigns of each party, including the
personal or legal representatives, executors, administrators, heirs, and
legatees of Individual.
4.7 No amendment, modification or alteration of the terms or provisions
of this Agreement shall be binding unless the same shall be in writing and duly
executed by the parties hereto.
4.8 Time is of the essence in this Agreement.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement the
day and year first written below.
"Corporation"
Attest: WGNB CORP.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxx Xxxx Xxxxxx
--------------------------- -------------------------
Xxxxxxx X. Xxxxxx, Secretary Xxx Xxxx Xxxxxx, Chairman
----------------- ---------------
(Corporate Seal)
Witness: "Individual"
/s/ X. X. Xxxxx, Xx. /s/ L. Xxxxxxxx Xxxxxx
-------------------- ----------------------
X.X. Xxxxx, Xx. L. Xxxxxxxx Xxxxxx
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EXHIBIT "A"
Item 1
Item 1 is the product of the square of the ROA multiplied times 10.
Item 2
Camel Rating Points
1 5
2 0
3 No Cash Bonus or Stock Option
4 No Cash Bonus or Stock Option
5 No Cash Bonus or Stock Option
Item 3
Percentage of Growth is the number of points equal to the percentage of growth
from year to year when compared to 1992 as the base year. For example:
% of
Growth .00 2.0 3.5 4.0 5.5 6.0 7.5 8.0 9.5 10.0 11.5 12.0 13.5
Points 0 2.0 3.5 4.0 5.5 6.0 7.5 8.0 9.5 10.0 11.5 12.0 13.5
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XXXXXXXX XXXXXX
WGNB
CEO BONUS PROPOSAL
COMPONENTS OF BONUS CALCULATION
ITEM 1: ROA 0.8% 0.9% 1.0% 1.1% 1.2% 1.3% 1.4% 1.5% 1.6%
POINTS 0 8.1 10 12.1 14.4 16.9 19.6 22.5 25.6
ITEM 2: CAMEL POINTS
1 5
2 0
3 NO BONUS
ITEM 3: GROWTH 0.00% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 8.0% 9.0% 10.0% 11.0% 12.0% 13.0%
POINTS 0 2 3 4 5 6 7 8 9 10 11 12 13
BONUS CALCULATION:
SHORTLY AFTER DECEMBER 31 OF EACH YEAR THE POINTS AS DETERMINED BY EACH OF THE
ABOVE 3 ITEMS WILL BE ADDED TOGETHER. THE NUMBER OF POINTS WILL BE DIVIDED BY 10
AND THE RESULTING NUMBER WILL BE THE PERCENTAGE THAT WILL BE USED TO DETERMINE
LEIGHTON'S BONUS. FOR EXAMPLE ASSUME:
POINTS
------
ROA (1) 1.25% 15.625
CAMEL (2) 2 0
GROWTH (3) 3.50% 3.5
======
POINTS 19.125
DIVIDED BY 10
PERCENTAGE 1.91%
CASH BONUS:
THE RESULTING PERCENTAGE WILL BE MULTIPLIED BY THE BANKS PROVIT AFTER NORMAL
EMPLOYEE BONUS AND INCOME TAXES BUT BEFORE DIVIDENDS. THE RESULTING AMOUNT WILL
BE PAID TO LEIGHTON AS A CASH BONUS.
STOCK OPTION:
EACH YEAR LEIGHTON WILL BE GIVEN AN OPTION ON SHARES OF STOCK THAT CAN BE BOUGHT
BY HIM AFTER 5(?) YEARS. THE NUMBER OF SHARES WILL BE DETERMINED EACH YEAR BY
TAKING THE SAME NUMBER AS THE CASH BONUS ABOVE AND DIVIDING THAT NUMBER BY THE
MARKET VALUE FOR THE BANK STOCK AS OF DECEMBER 31 OF THE YEAR JUST ENDED.
REVIEW OF BONUS:
THE EXECUTIVE COMMITTEE PROPOSES THAT THE BONUS PROGRAM BE REVIEWED FROM TIME TO
TIME TO PROPERLY ACCOUNT FOR CHANGING CIRCUMSTANCES.
(1) ROA WILL BE DETERMINED BEFORE LEIGHTON'S BONUS BUT AFTER
NORMAL EMPLOYEE BONUS AND INCOME TAXES.
(2) CAMEL RATING WILL BE THE CAMEL RATING THE BANK IS OPERATING
UNDER AS OF THE END OF THE FISCAL YEAR IN QUESTION.
(3) GROWTH WILL BE DETERMINED BY THE GROWTH OF TOTAL ASSETS BASED
ON THE AVERAGE EOM FOOTINGS FOR EACH MONTH AS COMPARED TO THE
SAME DATE FROM THE YEAR EARLIER.
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XXXXXXXX XXXXXX'X BONUS
EXAMPLE
1992 1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ---- ----
ROA 1.20% 1.30% 1.40% 1.40% 1.40% 1.40% 1.40%
CAMEL 2 2 1 2 2 2 2
GROWTH 0.0% 5.0% 7.0% 7.0% 8.0% 8.0% 8.0%
TOTAL ASSETS EOY $ 130.0 $ 136.5 $ 146.1 $ 156.3 $ 168.8 $ 182.3 $ 196.0
(MILLIONS)
PROFITS (MILLIONS) $ 1.6 $ 1.8 $ 2.0 $ 2.2 $ 2.4 $ 2.6 $ 2.8
BONUS CALCULATION
ROA 14.4 16.9 19.6 19.6 19.6 19.6 19.6
CAMEL 0 0 5 0 0 0 0
GROWTH 0 5 7 7 8 8 8
-------- -------- -------- ------- ------- -------- -----------
TOTAL POINTS 14.4 21.9 31.6 26.6 27.6 27.6 27.6
% OF PROFITS 1.44% 21.9% 3.16% 2.66% 2.76% 2.76% 2.76%
(TOTAL/10)
CASH BONUS $ 22,464 $ 38,862 $ 4,615 $ 58,198 $ 65,217 $ 70,434 $ 76,069
STOCK OPTION CALCULATION:
BEGINNING BOOK $ 10.00 $ 11.09 $ 12.33 $ 13.77 $ 15.30 $ 16.05 $ 18.74
EARNINGS $ 1.56 $ 1.77 $ 2.04 $ 2.19 $ 2.36 $ 2.55 $ 2.76
DIVIDENDS 30% $ 0.47 $ 0.53 $ 0.61 $ 0.66 $ 0.71 $ 0.77 $ 0.83
ENDING BOOK $ 11.09 $ 12.33 $ 13.77 $ 15.30 $ 16.95 $ 18.74 $ 20.67
MARKET VALUE 1.80 $ 19.97 $ 22.20 $ 24.78 $ 27.53 $ 30.51 $ 33.73 $ 37.20
ABOVE NUMBERS ARE IN MILLIONS
ENDING SHARES 800,000 800,900 802,302 804,394 806,094 807,817 809,504
MARKET/VALUE/SHARE $ 24.96 $ 27.72 $ 30.88 $ 34.23 $ 37.85 $ 41.75 $ 45.95
STOCK OPTIONS $$ $ 22,464 $ 38,862 $ 64,615 $ 58,198 $ 85,217 $ 70,434 $ 76,069
SHARES OPTIONED 900 1,402 2,092 1,700 1,723 1,687 1,655
CUMULATIVE SHARES 900 2,302 4,394 6,004 7,817 9,504 11,160
TOTAL VALUE $ 22,464 $ 63,813 $135,709 $208,614 $295,900 $396,820 $ 512,836
OPTION DATE 1998 1999 2000 2001 2002 2003 2004
---- ---- ---- ---- ---- ---- ----
VALUE/OPTION DATE $ 41,364 $ 70,774 $115,839 $103,082 $114,236 $122,167 $ 130,785
COST/OPTION DATE $ 22,464 $ 38,862 $ 64,615 $ 58,198 $ 65,217 $ 70,434 $ 76,069
GAIN $ 18,900 $ 31,912 $ 51,224 $ 44,884 $ 49,019 $ 51,733 $ 54,716
SHARES HELD 411 632 925 740 739 714 693
CUMULATIVE SHARES HELD 1,043 1,969 2,709 3,448 4,163 4,855
VALUE OF THOSE SHARES $ 52,675 $108,993 $164,237 $228,623 $301,441 $ 383,594
1999 2000 2001 2002 2003 2004
---- ---- ---- ---- ---- ----
ROA 1.40% 1.40% 1.40% 1.40% 1.40% 1.40%
XXXXX 0 0 0 0 0 0
XXXXXX 8.0% 8.0% 8.0% 8.0% 8.0% 8.0%
TOTAL ASSETS EOY $ 212.6 $ 229.6 $ 248.0 $ 267.8 $ 289.3 $ 312.4
(MILLIONS)
PROFITS (MILLIONS) $ 3.0 $ 3.2 $ 3.5 $ 3.7 $ 4.0 $ 4.4
BONUS CALCULATION
ROA 19.6 19.6 19.6 19.6 19.6 19.6
CAMEL 0 0 0 0 0 0
GROWTH 8 8 8 8 8 8
-------- -------- -------- ---------- ---------- ----------
TOTAL POINTS 27.6 27.6 27.6 27.6 27.6 27.6
% OF PROFITS 2.76% 2.76% 2.76% 2.76% 2.76% 2.76%
(TOTAL/10)
CASH BONUS $ 82,155 $ 88,727 $ 95,825 $ 103,491 $ 111,771 $ 120,712
STOCK OPTION CALCULATION:
BEGINNING BOOK $ 20.67 $ 22.75 $ 25.00 $ 27.43 $ 30.06 $ 32.89
EARNINGS $ 2.98 $ 3.21 $ 3.47 $ 3.75 $ 4.05 $ 4.37
DIVIDENDS 30% $ 0.89 $ 0.96 $ 1.04 $ 1.12 $ 1.21 $ 1.31
ENDING BOOK $ 22.75 $ 25.00 $ 27.43 $ 30.06 $ 32.89 $ 35.95
MARKET VALUE 1.80 $ 40.95 $ 45.00 $ 49.38 $ 54.10 $ 59.20 $ 64.71
ABOVE NUMBERS ARE IN MILLIONS
ENDING SHARES 811,160 812,787 814,390 815,970 817,531 819,074
MARKET/VALUE/SHARE $ 50.48 $ 55.37 $ 60.63 $ 66.30 $ 72.42 $ 79.01
STOCK OPTIONS $$ $ 82,155 $ 88,727 $ 95,825 $ 103,491 $ 111,771 $ 120,712
SHARES OPTIONED 1,627 1,603 1,581 1,561 1,543 1,528
CUMULATIVE SHARES 12,787 14,390 15,970 17,531 19,074 20,602
TOTAL VALUE $645,543 $796,702 $968,256 $1,162,341 $1,381,311 $1,627,754
OPTION DATE 2005 2006 2007 2008 2009 2010
---- ---- ---- ---- ---- ----
VALUE/OPTION DATE $140,137 $150,277 $161,262 $ 173,158 $ 186,032 $ 199,960
COST/OPTION DATE $ 82,155 $ 88,727 $ 95,825 $ 103,491 $ 111,771 $ 120,712
GAIN $ 57,982 $ 61,549 $ 65,437 $ 69,666 $ 74,261 $ 79,248
SHARES HELD 673 656 641 628 616 606
CUMULATIVE SHARES HELD 5,528 6,185 6,826 7,454 8,070 8,676
VALUE OF THOSE SHARES $476,075 $579,972 $696,481 $ 826,915 $ 972,715 $1,135,461
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