(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
||
Payment
of Filing Fee (Check the appropriate box):
|
||
x
|
No
fee required.
|
|
o
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
|
N/A
|
||
(2)
|
Aggregate
number of securities to which transactions applies:
|
|
N/A
|
||
(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):
|
|
N/A
|
||
(4)
|
Proposed
maximum aggregate value of transaction:
|
|
N/A
|
||
(5)
|
Total
fee paid:
|
|
N/A
|
||
1.
|
A
proposal to elect fifteen (15) nominees to the Board of Directors to serve
until the 2010 annual meeting of shareholders, or until their successors
are elected and qualified.
|
2.
|
A
proposal to ratify the appointment of Elliott Davis, PLLC as the
independent auditors of the Company for
2009.
|
3.
|
To
approve, on a non-binding advisory basis, the Company’s named executive
officer compensation.
|
4.
|
Such
other business as may properly come before the meeting, or any adjournment
thereof.
|
By
Order of the Board of Directors
|
||
Anna
G. Hollers
|
||
April
8, 2009
|
Secretary
|
Common
Stock
Beneficially
Owned (1)
|
||||||||||||||||||
Name
(Age)
|
Current
Director (D),
Nominee
(N), or
Position
with Company
|
Number
of
Shares
Owned
(excluding
options)
|
Number
of
Shares
That
May
Be
Acquired
within
60
Days
by
Exercising
Options
|
Total
Number
of
Shares
Beneficially
Owned
|
Percent
of
Class
|
|||||||||||||
Directors and
Nominees
|
||||||||||||||||||
Jerry
L. Ocheltree (49)
|
President
& CEO (D) (N)
|
13,586 | (2) | 3,000 | 16,586 | * | ||||||||||||
Jack
D. Briggs (69)
|
(D)
(N)
|
111,818 | (3) | 16,750 | 128,568 | * | ||||||||||||
R.
Walton Brown (56)
|
Exec.
Vice President (D) (N)
|
27,853 | (4) | 15,000 | 42,853 | * | ||||||||||||
David
L. Burns (70)
|
(D)
(N)
|
79,583 | (5) | 13,500 | 93,083 | * | ||||||||||||
John
F. Burns (61)
|
Exec.
Vice President (D) (N)
|
75,521 | (6) | 3,167 | 78,688 | * | ||||||||||||
Mary
Clara Capel (50)
|
(D)
(N)
|
2,912 | 9,000 | 11,912 | * | |||||||||||||
James
C. Crawford, III (52)
|
(D)
(N)
|
57,629 | (7) | 2,250 | 59,879 | * | ||||||||||||
James
G. Hudson, Jr. (69)
|
(D)
(N)
|
77,609 | (8) | 2,250 | 79,859 | * | ||||||||||||
George
R. Perkins, Jr. (69)
|
(D)
(N)
|
484,883 | 22,500 | 507,383 | 3.05 | % | ||||||||||||
Thomas
F. Phillips (63)
|
(D)
(N)
|
71,403 | (9) | 18,000 | 89,403 | * | ||||||||||||
Frederick
L. Taylor II (39)
|
(D)
(N)
|
13,692 | 9,000 | 22,692 | * | |||||||||||||
Virginia
C. Thomasson (57)
|
(D)
(N)
|
13,065 | 18,000 | 31,065 | * | |||||||||||||
Goldie
H. Wallace (62)
|
(D)
(N)
|
147,297 | 22,500 | 169,797 | 1.02 | % | ||||||||||||
A.
Jordan Washburn (72)
|
(D)
|
40,189 | 15,750 | 55,939 | * | |||||||||||||
Dennis
A. Wicker (56)
|
(D)
(N)
|
5,946 | 18,000 | 23,946 | * | |||||||||||||
John
C. Willis (66)
|
(D)
(N)
|
457,873 | (10) | 22,500 | 480,373 | 2.89 | % | |||||||||||
Non-Director
Executive Officers
|
||||||||||||||||||
Anna
G. Hollers (58)
|
Executive
Vice President,
Chief
Operating Officer
and
Secretary
|
101,378 | (11) | 9,001 | 110,379 | * | ||||||||||||
Teresa
C. Nixon (51)
|
Executive
Vice President &
Chief
Lending Officer
of
First Bank
|
37,981 | (12) | 22,500 | 60,481 | * | ||||||||||||
David
G. Grigg (58)
|
President
of Montgomery
Data
Services, Inc.
|
49,113 | (13) | 8,808 | 57,921 | * | ||||||||||||
Eric
P. Credle (40)
|
Executive
Vice President &
Chief
Financial Officer
|
11,517 | (14) | 18,000 | 29,517 | * | ||||||||||||
Timothy
S. Maples (48)
|
Senior
Vice President and
Investment
Officer
|
28,323 | (15) | — | 28,323 | * | ||||||||||||
Lee
C. McLaurin (46)
|
Senior
Vice President & Controller
|
9,975 | (16) | 9,000 | 18,975 | * | ||||||||||||
Directors/Nominees
and Non-Director Executive Officers as a Group (22
persons)
|
1,919,146 | (17) | 278,476 | 2,197,622 | 13.23 | % |
(1)
|
Unless
otherwise indicated, each individual has sole voting and investment power
with respect to all shares beneficially owned by such
individual. The “Number of Shares Owned” in the table above
includes executive officers’ reported shares in the 401(k) defined
contribution plan, which are voted by the plan trustee and not by the
shareholder for whom such shares are
listed.
|
(2)
|
Includes
7,240 shares held in the Company’s 401(k) defined contribution
plan.
|
(3)
|
Includes
1,495 shares held as custodian for his daughter, 498 shares held as a
custodian for his granddaughter, 68,737 shares held jointly with his
spouse, and 2,299 shares held by his
spouse.
|
(4)
|
Includes
2,545 shares held in the Company’s 401(k) defined contribution
plan.
|
(5)
|
Includes
46,833 shares held by Mr. Burns’ business
interests.
|
(6)
|
Includes
5,354 shares held in the Company’s 401(k) defined contribution
plan.
|
(7)
|
Includes
6,325 shares held by his spouse and 4,600 shares held jointly with his
children.
|
(8)
|
Includes
2,789 shares held by his spouse.
|
(9)
|
Includes
1,965 shares held by his spouse and 186 shares that his spouse owns
jointly with two of their children.
|
(10)
|
Includes
258,591 shares held by his spouse.
|
(11)
|
Includes
20,897 shares held in the Company’s 401(k) defined contribution plan and
13,075 shares held by her spouse.
|
(12)
|
Includes
16,412 shares held in the Company’s 401(k) defined contribution plan,
2,914 shares held by Ms. Nixon’s business interests, and 37 shares held in
trust for a minor.
|
(13)
|
Includes
311 shares held jointly with his daughters, 156 shares held jointly with
his son and 13,219 shares held in the Company’s 401(k) defined
contribution plan.
|
(14)
|
Includes
4,666 shares held in the Company’s 401(k) defined contribution
plan.
|
(15)
|
Includes
4,071 shares held in the Company’s 401(k) defined contribution
plan.
|
(16)
|
Includes
5,745 shares held in the Company’s 401(k) defined contribution
plan.
|
(17)
|
The
number of shares held by directors, nominees, and non-director executive
officers includes 181,412 shares of the Company’s stock that have been
pledged as collateral by these persons for loans received from the Company
and other financial institutions, as follows: Mr. Brown –
25,158 shares; Mr. Hudson – 7,939 shares; Mr. Phillips – 27,326 shares;
Ms. Wallace – 97,516 shares; Ms. Hollers – 5,331 shares; Ms. Nixon –
11,292 shares; and Mr. Credle – 6,850
shares.
|
Executive
Committee
|
Audit
Committee |
Compensation
Committee
|
Nominating
and
Corporate
Governance
Committee
|
|
Jack
D. Briggs
|
X
|
X
|
X
|
|
R.
Walton Brown
|
||||
David
L. Burns
|
X
|
X
|
X
|
X
|
John
F. Burns
|
||||
Mary
Clara Capel
|
X
|
X
|
X
|
X
|
James
C. Crawford
|
X
|
X
|
||
James
G. Hudson, Jr.
|
||||
Jerry
L. Ocheltree
|
X
|
|||
George
R. Perkins, Jr.
|
X
|
|||
Thomas
F. Phillips
|
X
(c)
|
X
|
X
(c)
|
X
(c)
|
Frederick
L. Taylor II
|
X
|
X
|
X
|
X
|
Virginia
C. Thomasson
|
X
|
X
(c)
|
X
|
X
|
Goldie
H. Wallace
|
X
|
|||
A.
Jordan Washburn
|
||||
Dennis
A. Wicker
|
X
|
X
|
X
|
|
John
C. Willis
|
X
|
X
|
X
|
X
|
|
·
|
a
“clawback” of any bonus or incentive compensation paid based on financial
statements or other criteria that prove to be materially
inaccurate;
|
|
·
|
a
limitation on the value of the payments and benefits to which the
executive would otherwise be entitled upon an involuntary termination
of employment of 2.99 times the executive's average annual taxable
compensation for the five years prior to the involuntary termination;
and
|
|
·
|
a
waiver of incentive compensation pursuant to arrangements that are
determined by our Compensation Committee to encourage our senior
executives to take unnecessary and excessive risks that threaten the value
of our company.
|
|
·
|
the
parameters of acceptable and excessive risk taking in light of a number of
considerations, including the understanding that some risk taking is an
inherent part of the operations of a financial
institution;
|
|
·
|
the
other controls that we have established (other than reviews of our
compensation practices) that limit undesirable risk taking;
and
|
|
·
|
our
general business goals and concerns, ranging from growth and profitability
to the need to attract, retain and incentivize top tier
talent.
|
|
·
|
reviewing
the performance of our chief executive officer, or
CEO;
|
|
·
|
recommending
the compensation of our CEO to the
board;
|
|
·
|
reviewing
and approving the CEO’s recommendations about the compensation of our
other executive officers;
|
|
·
|
recommending
to the board the performance targets for our annual incentive bonus
plan;
|
|
·
|
periodically
reviewing our equity-based and other incentive plans and recommending any
revisions to the board of
directors;
|
|
·
|
recommending
to the board any discretionary 401(k) contributions;
and
|
|
·
|
approving
any equity compensation grants.
|
|
·
|
fairly
compensating executives for their
efforts;
|
|
·
|
attracting
and retaining quality executive
leadership;
|
|
·
|
rewarding
the achievement of annual corporate performance targets;
and
|
|
·
|
aligning
officers’ long-term interests with those of our
shareholders.
|
· Ameris
Bancorp
|
· Greene
County Bancshares, Inc.
|
· Bank of
Granite Corporation
|
·
Pinnacle Financial Services Corp.
|
· Capital
Bank Corporation
|
· SCBT
Financial Corporation
|
· Capital
City Bank Group, Inc.
|
·
Security Bank Corporation
|
· City
Holding Company
|
·
Southern Community Financial Corp.
|
· First
Charter Corporation
|
·
TowneBank
|
· First
Community Bancshares, Inc.
|
· Union
Bankshares Corporation
|
· FNB
Corporation
|
·
Virginia Financial Group, Inc.
|
· FNB
Financial Services Corp.
|
·
WesBanco, Inc.
|
· FNB
United
|
· Yadkin
Valley Financial Corp.
|
·
GB&T Bancshares, Inc.
|
|
·
|
Base
salary
|
|
·
|
Annual
cash incentives
|
|
·
|
Equity
grants
|
|
·
|
Benefits
|
|
·
|
Post-termination
compensation
|
|
1.
|
Base
Salary
|
· Ameris
Bancorp
|
·
Pinnacle Financial Partners, Inc.
|
· Carter
Bank & Trust
|
·
Republic Bancorp
|
· COBIZ
Financial
|
· SCBT
Financial Corporation
|
·
Fidelity Southern Corporation
|
·
Seacoast Banking Corp. of Florida
|
· First
Community Bancshares, Inc.
|
· Simmons
First
|
· FNB
United Corp.
|
·
Southwest Bancorp, Inc.
|
· Gateway
Financial Holdings
|
·
StellarOne Corporation
|
·
NewBridge Bancorp
|
·
TowneBank
|
· Old
Second Bancorp
|
·
Virginia Commerce Bancorp,
Inc.
|
|
2.
|
Annual
Cash Incentive
|
Named
Executive Officer
|
Target
Bonus Percentage
|
Jerry
L. Ocheltree
|
50%
|
Anna
G. Hollers
|
40%
|
Teresa
C. Nixon
|
40%
|
Eric
P. Credle
|
40%
|
John
F. Burns
|
25%
|
Named
Executive Officer
|
Target
Bonus Percentage
|
Jerry
L. Ocheltree
|
40%
|
Anna
G. Hollers
|
32%
|
Teresa
C. Nixon
|
32%
|
Eric
P. Credle
|
32%
|
John
F. Burns
|
20%
|
|
3.
|
Equity
Grants
|
Named
Executive Officer
|
Three-Year
Target Bonus Percentage
|
Jerry
L. Ocheltree
|
75%
|
Anna
G. Hollers
|
45%
|
Teresa
C. Nixon
|
45%
|
Eric
P. Credle
|
45%
|
John
F. Burns
|
30%
|
|
4.
|
Benefits
|
Benefit
Plan
|
Named
Executive
Officers
|
Certain
Managers
and
Individual
Contributors
|
All
Full-Time
Employees
|
|||
Supplemental
Executive Retirement
Plan
|
X
|
X
|
||||
Perquisites
|
X
|
X
|
||||
401(k)
Plan
|
X
|
X
|
X
|
|||
Defined
Benefit Pension Plan
|
X
|
X
|
X
|
|||
Health
Insurance
|
X
|
X
|
X
|
|||
Life
Insurance
|
X
|
X
|
X
|
|||
Disability
Insurance
|
X
|
X
|
X
|
|
·
|
We
paid country club dues amounting to $7,463 on behalf of Mr.
Ocheltree. Mr. Ocheltree used the country club exclusively for
business purposes.
|
|
·
|
We
paid civic club dues amounting to $580 on behalf of Mr. Credle and $378 on
behalf of Mr. J. Burns.
|
|
·
|
The
multi-year term helps us attract and retain talented executive
officers.
|
|
·
|
The
non-competition covenant protects us by preventing an officer from leaving
our company and immediately joining a competitor, which would likely
result in the officer taking business away from
us.
|
|
·
|
The
confidentiality covenant protects us by preventing an officer from
disclosing trade secrets or confidential information regarding our company
or our customers for two years after the officer leaves his or her
employment with the company.
|
|
·
|
The
change-in-control severance payment provision benefits us by minimizing
the uncertainty and distraction caused by the current climate of bank
acquisitions, and by allowing our executive officers to focus on
performance by providing transition assistance in the event of a change in
control.
|
Jack
D. Briggs
|
Frederick
L. Taylor II
|
David
L. Burns
|
Virginia
C. Thomasson
|
Mary
Clara Capel
|
Dennis
A. Wicker
|
James
C. Crawford
|
John
C. Willis
|
Thomas
F. Phillips – Chairman
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($) (2)
|
Non-Equity
Incentive
Plan
Compensation
($)
(2)
|
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($) (3)
|
All
Other
Compens-
ation
($) (4)
|
Total
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(g)
|
(h)
|
(i)
|
(j)
|
Jerry
L. Ocheltree
|
2008
|
340,000
|
—
|
157,471
|
106,500
|
41,457
|
645,428
|
President
and Chief
|
2007
|
312,700
|
—
|
206,617
|
81,500
|
42,871
|
643,688
|
Executive
Officer
|
2006
|
260,000
|
91,000
|
—
|
25,900
|
42,728
|
419,628
|
Anna
G. Hollers
|
2008
|
265,356
|
—
|
98,320
|
153,600
|
26,951
|
544,227
|
Executive
Vice President,
|
2007
|
255,150
|
—
|
134,872
|
138,800
|
32,878
|
561,700
|
Chief
Operating Officer and
|
2006
|
243,000
|
68,000
|
—
|
127,200
|
25,757
|
463,957
|
Secretary
|
|||||||
Teresa
C. Nixon
|
2008
|
245,676
|
—
|
91,028
|
78,100
|
13,593
|
428,397
|
Executive
Vice President &
|
2007
|
236,225
|
—
|
124,869
|
58,900
|
18,923
|
438,917
|
Chief
Lending Officer
|
2006
|
224,976
|
63,000
|
—
|
57,400
|
12,687
|
358,063
|
Eric
P. Credle
|
2008
|
214,000
|
—
|
79,291
|
25,700
|
12,787
|
331,778
|
Executive
Vice President
|
2007
|
200,000
|
—
|
105,720
|
20,800
|
16,133
|
342,653
|
and
Chief Financial Officer
|
2006
|
190,000
|
53,200
|
—
|
11,000
|
11,703
|
265,903
|
John
F. Burns
|
2008
|
207,027
|
—
|
47,942
|
86,800
|
31,243
|
373,012
|
Executive
Vice President
|
2007
|
200,997
|
—
|
66,404
|
88,200
|
33,937
|
389,538
|
2006
|
192,342
|
33,660
|
—
|
59,700
|
29,753
|
315,455
|
(1)
|
Effective
January 1, 2007, Mr. Ocheltree became our President and
CEO.
|
(2)
|
In
2006, we did not meet the original threshold earnings per share goal
necessary to pay bonuses under our annual incentive bonus
plan. However, the compensation committee adjusted the formula
in late 2006, and we met the revised threshold goal. Because of
the discretionary nature of the adjustment, we reflect the bonuses we paid
to our NEOs under this plan for 2006 in column (d), the “Bonus” column,
rather than as “Non-Equity Incentive Plan Compensation” in column
(g).
|
(3)
|
The
amounts in this column reflect the annual change in the total actuarial
net present value of the officers’ accrued benefits under our pension plan
and SERP.
|
All
Other Compensation
|
||||||
Name
|
Year
|
Defined
Contribution
Plan
($)
|
Director/
Committee Fees ($)
|
Club/Civic
Dues ($)
|
Moving
Expenses ($)
|
Total
($)
|
Jerry
L. Ocheltree
|
2008
|
11,184
|
22,810
|
7,463
|
—
|
41,457
|
2007
|
19,621
|
23,250
|
—
|
—
|
42,871
|
|
2006
|
12,800
|
18,900
|
3,903
|
7,125
|
42,728
|
|
Anna
G. Hollers
|
2008
|
11,751
|
15,200
|
—
|
—
|
26,951
|
2007
|
17,428
|
15,450
|
—
|
—
|
32,878
|
|
2006
|
11,057
|
14,700
|
—
|
—
|
25,757
|
|
Teresa
C. Nixon
|
2008
|
11,873
|
1,720
|
—
|
—
|
13,593
|
2007
|
17,203
|
1,720
|
—
|
—
|
18,923
|
|
2006
|
10,967
|
1,720
|
—
|
—
|
12,687
|
|
Eric
P. Credle
|
2008
|
12,207
|
—
|
580
|
—
|
12,787
|
2007
|
16,133
|
—
|
—
|
—
|
16,133
|
|
2006
|
11,703
|
—
|
—
|
—
|
11,703
|
|
John
F. Burns
|
2008
|
12,565
|
18,300
|
378
|
—
|
31,243
|
2007
|
14,827
|
19,110
|
—
|
—
|
33,937
|
|
2006
|
11,513
|
18,240
|
—
|
—
|
29,753
|
|
·
|
demonstrated
gross negligence or willful misconduct in performing his/her
duties;
|
|
·
|
committed
an act of dishonesty or moral turpitude;
or
|
|
·
|
has
been convicted of a felony or other serious
crime.
|
|
·
|
Possible
payouts for 2008 under our annual incentive bonus plan, which is called
the Annual Incentive Plan. Under this plan, we pay cash bonuses
each January based on corporate performance in the preceding fiscal
year. The amount of possible payouts related to this plan are
shown in columns (c), (d), and (e).
|
|
·
|
Possible
payouts related to a grant under our 2007 Equity Plan. Under
the terms of this grant, our NEOs have the opportunity to earn stock
options and shares of our common stock based on corporate performance and
remaining an employee of the company. Information related to
these payouts are shown in columns (b), (f), (g), (h), (k) and
(l). See additional discussion
below.
|
Estimated
Possible Payouts Under
Non-Equity
Incentive Plan Awards
|
Estimated
Future Payouts Under
Equity
Incentive Plan Awards
|
||||||||
Name
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
Exercise
or
Base
Price
of
Option
Awards
($/Sh)
|
Grant
Date Fair
Value
of Stock
and
Option
Awards
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(k)
|
(l)
|
Jerry
L. Ocheltree
|
|||||||||
Incentive
bonus plan
|
85,000
|
170,000
|
340,000
|
||||||
Performance
units
|
6/17/2008
|
3,857
|
7,713
|
15,426
|
254,992
|
||||
Stock
options
|
6/17/2008
|
12,451
|
24,902
|
49,805
|
16.53
|
255,002
|
|||
Anna
G. Hollers
|
|||||||||
Incentive
bonus plan
|
53,071
|
106,142
|
212,285
|
||||||
Performance
units
|
6/17/2008
|
1,806
|
3,612
|
7,224
|
119,413
|
||||
Stock
options
|
6/17/2008
|
5,831
|
11,661
|
23,322
|
16.53
|
119,409
|
|||
Teresa
C. Nixon
|
|||||||||
Incentive
bonus plan
|
49,135
|
98,270
|
196,541
|
||||||
Performance
units
|
6/17/2008
|
1,672
|
3,344
|
6,688
|
110,553
|
||||
Stock
options
|
6/17/2008
|
5,398
|
10,796
|
21,593
|
16.53
|
110,556
|
|||
Eric
P. Credle
|
|||||||||
Incentive
bonus plan
|
42,800
|
85,600
|
171,200
|
||||||
Performance
units
|
6/17/2008
|
1,456
|
2,913
|
5,826
|
96,304
|
||||
Stock
options
|
6/17/2008
|
4,702
|
9,404
|
18,809
|
16.53
|
96,302
|
|||
John
F. Burns
|
|||||||||
Incentive
bonus plan
|
25,878
|
51,757
|
103,514
|
||||||
Performance
units
|
6/17/2008
|
939
|
1,879
|
3,757
|
62,103
|
||||
Stock
options
|
6/17/2008
|
3,033
|
6,065
|
12,130
|
16.53
|
62,106
|
Performance
Goal
|
Threshold
|
Target
|
Maximum
|
Actual
for 2008
|
Performance
Percentage
|
Earnings
per share - basic
|
$ 1.31
|
$ 1.46
|
$ 2.06
|
$ 1.38
|
24.11%
|
Core
deposit growth
|
4%
|
8%
|
18%
|
6.21%
|
25.88%
|
Noninterest
expense divided by average assets
|
2.86%
|
2.69%
|
2.20%
|
2.55%
|
42.64%
|
Total
payout percentage
|
92.63%
|
Named
Executive
Officer
|
(A)
2008
Salary ($)
|
(B)
Target
Bonus
Percentage
|
(C)
Performance
Percentage
|
(A
times B times C)
Amount
of Non-
Equity
Incentive Plan
Compensation
($)
|
Jerry
L. Ocheltree
|
340,000
|
50%
|
92.63%
|
157,471
|
Anna
G. Hollers
|
265,356
|
40%
|
92.63%
|
98,320
|
Teresa
C. Nixon
|
245,676
|
40%
|
92.63%
|
91,028
|
Eric
P. Credle
|
214,000
|
40%
|
92.63%
|
79,291
|
John
F. Burns
|
207,027
|
25%
|
92.63%
|
47,942
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
|
2008
|
1.53
|
1.70
|
1.87
|
2009
|
1.68
|
1.87
|
2.06
|
2010
|
1.85
|
2.06
|
2.27
|
Option
Awards
|
Stock
Awards
|
||||||
Name
|
Grant
Date
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Equity
Incentive Plan
Awards: Number
of
Unearned
Shares,
Units
or Other Rights
That
Have Not
Vested
(#)
|
Equity
Incentive Plan
Awards: Market
Or
Payout
Value of
Unearned
Shares,
Units
or Other Rights
That
Have Not Vested
($)
|
(a)
|
(b)
|
(d)
|
(e)
|
(f)
|
(i)
|
(j)
|
|
Jerry
L. Ocheltree
|
4/1/2004
|
3,000
|
21.70
|
4/1/2014
|
|||
6/17/2008 (1)
|
33,203
|
16.53
|
6/17/2018
|
||||
6/17/2008 (1)
|
10,284
|
188,711
|
|||||
Anna
G. Hollers
|
4/1/2004
|
9,001
|
21.70
|
4/1/2014
|
|||
6/17/2008 (1)
|
15,548
|
16.53
|
6/17/2018
|
||||
6/17/2008 (1)
|
4,816
|
88,374
|
|||||
Teresa
C. Nixon
|
4/30/1999
|
7,500
|
11.56
|
4/30/2009
|
|||
7/25/2001
|
6,000
|
15.33
|
7/25/2011
|
||||
4/1/2004
|
9,001
|
21.70
|
4/1/2014
|
||||
6/17/2008 (1)
|
14,396
|
16.53
|
6/17/2018
|
||||
6/17/2008 (1)
|
4,459
|
81,823
|
|||||
Eric
P. Credle
|
7/25/2001
|
15,000
|
15.33
|
7/25/2011
|
|||
4/1/2004
|
3,001
|
21.70
|
4/1/2014
|
||||
6/17/2008 (1)
|
12,539
|
16.53
|
6/17/2018
|
||||
6/17/2008 (1)
|
3,884
|
71,271
|
|||||
John
F. Burns
|
9/14/2000
|
3,167
|
9.75
|
9/14/2010
|
|||
6/17/2008 (1)
|
8,087
|
16.53
|
6/17/2018
|
||||
6/17/2008 (1)
|
2,608
|
47,857
|
(1)
|
One-half
of the unvested stock options and performance units are eligible to vest
on December 31, 2011 if the Company attains EPS targets set for
2009. The other half of the unvested stock options and
performance units are eligible to vest on December 31, 2012 if the Company
attains EPS targets set for 2010. The applicable EPS goals are
discussed on page 25.
|
Option
Awards
|
||
Name
|
Number
of
Shares
Acquired
on
Exercise
(#)
|
Value
Realized On
Exercise
($)
|
(a)
|
(b)
|
(c)
|
Jerry
L. Ocheltree
|
—
|
—
|
Anna
G. Hollers
|
4,000
|
9,037
|
Teresa
C. Nixon
|
—
|
—
|
Eric
P. Credle
|
—
|
—
|
John
F. Burns
|
2,500
|
17,775
|
Name
|
Plan
Name
|
Number
of Years
Credited
Service
(#)
(1)
|
Present
Value of
Accumulated
Benefit
($) (2)
|
(a)
|
(b)
|
(c)
|
(d)
|
Jerry
L. Ocheltree
|
Qualified
Plan
|
11
|
112,000
|
SERP
|
11
|
169,000
|
|
Anna
G. Hollers
|
Qualified
Plan
|
36
|
689,000
|
SERP
|
20
|
425,000
|
|
Teresa
C. Nixon
|
Qualified
Plan
|
20
|
248,000
|
SERP
|
20
|
226,000
|
|
Eric
P. Credle
|
Qualified
Plan
|
11
|
71,000
|
SERP
|
11
|
21,000
|
|
John
F. Burns
|
Qualified
Plan
|
8
|
180,000
|
SERP
|
8
|
189,000
|
(1)
|
The
maximum number of years of credited service in the SERP is 20
years.
|
(2)
|
The
present value of each officer’s accumulated benefit under each plan was
calculated using the following assumptions: The officer retires
at age 65. At that time, the officer takes a lump sum based on
his or her accrued benefit as of December 31, 2008. The lump
sum is calculated using the 2008 Current Liability Combined Mortality
Table and is discounted to December 31, 2008 using a rate of return of
5.75% per year.
|
(2)
|
0.65%
of the participant’s final average compensation in excess of “covered
compensation” (the average of the Social Security taxable wage base during
the 35-year period that ends with the year the participant reaches Social
Security retirement age), multiplied by years of service (up to
35).
|
|
·
|
a
specified multiple, ranging from 1 to 2.9 (it is 2.9 for the NEOs), of the
officer’s base salary as of the date of the change in control,
and
|
|
·
|
2.99
multiplied by the officer’s “base amount” under Section 280G(b)(3) of the
Internal Revenue Code.
|
|
·
|
any
person, entity or group becoming the beneficial owner, directly or
indirectly, of 33% or more of any class of our voting
stock;
|
|
·
|
during
any period of two consecutive years, individuals who at the beginning of
the period made up our board (we refer to these individuals as the
“incumbent board”), or persons whose election was approved by at least
three-quarters of the incumbent board, fail to make up at least a majority
of the board; or
|
|
·
|
the
sale of all or substantially all of our
assets.
|
Name
|
Nature
of Payment
|
Involuntary
Termination
for
Cause
or Voluntary
Termination
by
Employee
($)
|
Involuntary
Termination
Without
Cause ($)
(1)
|
Termination
due
to
Long-Term
Disability
($) (2)
|
Change
In
Control
($) (3)
|
Jerry
L. Ocheltree
|
Severance
- Cash
|
—
|
708,333
|
470,833
|
954,670
|
Anna
G. Hollers
|
Severance
- Cash
|
—
|
696,560
|
397,310
|
769,532
|
Teresa
C. Nixon
|
Severance
- Cash
|
—
|
644,900
|
345,650
|
712,460
|
Eric
P. Credle
|
Severance
- Cash
|
—
|
561,750
|
262,500
|
620,600
|
John
F. Burns
|
Severance
- Cash
|
—
|
560,698
|
251,948
|
600,378
|
(1)
|
These
amounts are equal to 1/12 of each officer’s base salary as of December 31,
2008 multiplied by the number of months remaining in his/her employment
agreement term.
|
(2)
|
This
column shows the amounts due under the terms of the officers’ employment
agreements minus the amounts payable under the terms of our long-term
disability plan (in which all full-time employees
participate).
|
(3)
|
Except
for Mr. Ocheltree, these amounts are equal to 2.9 multiplied by each
officer’s annual base salary as of December 31, 2008. Mr.
Ocheltree’s amount is 2.99 multiplied by his “base amount” under Section
280G(b)(3) of the Internal Revenue Code because this calculation results
in a lesser amount.
|
|
·
|
engaging,
directly or indirectly, in any competing activity or business within a
restricted territory for a certain period of time after leaving our
company, which we call the restricted
period;
|
|
·
|
soliciting
or recruiting any of our employees during the restricted period;
and
|
|
·
|
making
sales contacts with or soliciting any of our customers for any products or
services that we offer, in either case within the restricted territory
during the restricted period.
|
|
·
|
Chairman
of the Board of the Company - $900
|
|
·
|
Chairman
of the Board of First Bank - $800
|
|
·
|
All
other directors - $600
|
|
·
|
Audit
Committee meetings - $350 per
meeting
|
|
·
|
All
other Board meetings, including meetings of the Company’s subsidiaries,
and Board committee meetings - $250 per
meeting
|
2008
Director Compensation
|
||||
Name
|
Fees
Earned or
Paid
in Cash ($)
|
Option
Awards
($)
|
All
Other
Compensation
($)
|
Total
($)
|
(a)
|
(b)
|
(d)
(3)
|
(g)
|
(h)
|
Jack
D. Briggs
|
25,720
|
10,440
|
—
|
36,160
|
R.
Walton Brown (1)
|
22,430
|
—
|
218,352
|
240,782
|
David
L. Burns
|
32,910
|
10,440
|
—
|
43,350
|
John
F. Burns (2)
|
18,300
|
—
|
—
|
18,300
|
Mary
Clara Capel
|
19,650
|
10,440
|
—
|
30,090
|
James
C. Crawford III
|
10,570
|
10,440
|
—
|
21,010
|
James
G. Hudson, Jr. (1)
|
16,110
|
—
|
45,281
|
61,391
|
Jerry
L. Ocheltree (2)
|
22,810
|
—
|
—
|
22,810
|
George
R. Perkins, Jr.
|
17,740
|
10,440
|
—
|
28,180
|
Thomas
F. Phillips
|
31,050
|
10,440
|
—
|
41,490
|
Frederick
L. Taylor II
|
21,800
|
10,440
|
—
|
32,240
|
Virginia
C. Thomasson
|
23,650
|
10,440
|
—
|
34,090
|
Goldie
H. Wallace
|
15,150
|
10,440
|
—
|
25,590
|
A.
Jordan Washburn
|
19,110
|
10,440
|
—
|
29,550
|
Dennis
A. Wicker
|
17,950
|
10,440
|
—
|
28,390
|
John
C. Willis
|
25,550
|
10,440
|
—
|
35,990
|
(1)
“All Other Compensation” includes the sum of the director's salary, bonus,
401(k) match, and club dues as an employee.
|
(2)
We report Mr. Ocheltree's and Mr. J. Burns' compensation as employees in
the Summary Compensation Table above.
(3)
On June 1, 2008, each non-employee director was granted 2,250 stock
options with no vesting requirements. The grant date fair value
of each option was determined to be $4.64 using the Black-Scholes option
pricing model.
|
The
following table shows the number of stock options that each director held
as of December 31, 2008:
|
2008
Aggregate Outstanding Equity Awards
|
|
Name
|
Options
Outstanding (#)
|
Jack
D. Briggs
|
16,750
|
R.
Walton Brown
|
15,000
|
David
L. Burns
|
13,500
|
John
F. Burns
|
3,167
|
Mary
Clara Capel
|
9,000
|
James
C. Crawford III
|
2,250
|
James
G. Hudson, Jr.
|
2,250
|
Jerry
L. Ocheltree
|
3,000
|
George
R. Perkins, Jr.
|
22,500
|
Thomas
F. Phillips
|
18,000
|
Frederick
L. Taylor II
|
9,000
|
Virginia
C. Thomasson
|
18,000
|
Goldie
H. Wallace
|
22,500
|
A.
Jordan Washburn
|
15,750
|
Dennis
A. Wicker
|
18,000
|
John
C. Willis
|
22,500
|
2008
|
2007
|
|||||||
Audit
Fees
|
$ | 325,100 | 317,160 | |||||
Audit-Related
Fees
|
16,000 | 15,000 | ||||||
Tax
Fees
|
2,660 |
─
|
||||||
All
Other Fees
|
─
|
─
|
||||||
Total
Fees
|
$ | 343,760 | 332,160 |
Jack
D. Briggs
|
Frederick
L. Taylor II
|
David
L. Burns
|
Virginia
C. Thomasson – Chairman
|
Mary
Clara Capel
|
Goldie
H. Wallace
|
Thomas
F. Phillips
|
John
C. Willis
|
|
1.
|
PROPOSAL
to elect fifteen (15) nominees to the Board of Directors to serve until
the 2010 Annual Meeting of Shareholders, or until their successors are
elected and qualified. The Board of Directors recommends
a vote “FOR” all nominees.
|
o
|
FOR
the 15 nominees listed below
|
o
|
WITHHOLD
AUTHORITY
|
|
(except
as marked to the contrary below).
|
to
vote for the 15 nominees below.
|
Jack
D. Briggs
|
James
C. Crawford, III
|
Frederick
L. Taylor II
|
R.
Walton Brown
|
James
G. Hudson, Jr.
|
Virginia
C. Thomasson
|
David
L. Burns
|
Jerry
L. Ocheltree
|
Goldie
H. Wallace
|
John
F. Burns
|
George
R. Perkins, Jr.
|
Dennis
A. Wicker
|
Mary
Clara Capel
|
Thomas
F. Phillips
|
John
C. Willis
|
|
2.
|
PROPOSAL
to ratify the appointment of Elliott Davis, PLLC, as the independent
auditors of the Company for the current fiscal
year.
|
|
3.
|
PROPOSAL
to consider and approve an advisory (non-binding) resolution on executive
compensation (as more fully described in the accompanying proxy
statement).
|
|
4.
|
In
their discretion, the proxies are authorized to vote on any other business
that may properly come before the
meeting.
|
|
5.
|
Do
you plan to attend the May 7, 2009 annual
meeting? o YES o
NO
|
Dated ______________________,
2009
|
Signature
|
Signature
(if jointly held)
|
(Please
sign exactly as the name appears on this proxy. If signing as
attorney, administrator, executor, guardian, or trustee, please give title
as such. If a corporation, please sign in full corporate
name by the President or other authorized officer. If a
partnership, please sign in partnership name by authorized
person.)
|
Vote
by Telephone
|
Vote
by Internet
|
It’s
fast, convenient and immediate!
|
It’s
fast, convenient, and your vote is
|
Call
Toll-Free on a Touch-Tone Phone: 1-866-287-9707
|
immediately
confirmed and posted.
|
Follow
these four easy steps:
|
Follow
these four easy steps:
|
1. Read
the accompanying Proxy Statement
and
Proxy Card
|
1. Read
the accompanying Proxy Statement
and
Proxy Card
|
2.
Call the toll-free number:
1-866-287-9707
|
2. Go
to the website:
https://www.proxyvotenow.com/fbnc
|
3.
Enter the 9 digit Control Number located
on your Proxy Card
below.
|
3.
Enter your 9 digit Control Number located
on
your Proxy Card below.
|
4.
Follow the recorded instructions
|
4. Follow
the instructions on the website.
|
Your
vote is important!
Call
1-866-287-9707 anytime
|
Your
vote is important!
Go
to https://www.proxyvotenow.com/fbnc
|
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Number Provided Here
|