def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
|
|
|
o
|
|
Preliminary Proxy Statement |
o
|
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
þ
|
|
Definitive Proxy Statement |
o
|
|
Definitive Additional Materials |
o
|
|
Soliciting Material Pursuant to § 240.14a-12 |
ACCESS NATIONAL 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 the appropriate box):
|
|
|
|
|
|
|
þ |
|
No fee required. |
o |
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
Title of each class of securities 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: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
o |
|
Fee paid previously with preliminary materials: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
o |
|
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: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Access National Corporation
1800 Robert Fulton Drive, Suite 300
Reston, Virginia 20191
Dear Fellow Shareholders:
You are cordially invited to attend the 2009 Annual Meeting of Shareholders of Access National
Corporation. The meeting will be held on Tuesday, May 19, 2009, at 4:00 p.m. at the Corporations
office located at 1800 Robert Fulton Drive, Reston, Virginia. The accompanying Notice and Proxy
Statement describe the matters to be presented at the meeting. Enclosed is our annual report to
shareholders for the year ended December 31, 2008, which will be reviewed at the Annual Meeting.
PLEASE COMPLETE, SIGN, DATE, AND RETURN THE REVOCABLE PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE AS SOON AS POSSIBLE, REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.
It is important that your shares be represented and your vote recorded. If you decide to attend
the Annual Meeting in person, you can revoke your proxy at any time before it is voted at the
meeting and request to vote in person if you so desire. If your shares are held in street name
through a broker or other nominee and you plan to attend the Annual Meeting and wish to vote in
person, you must bring with you a proxy or letter from your broker or nominee to confirm your
ownership of shares.
We appreciate your continuing loyalty and support of Access National Corporation and its
subsidiaries, Access National Bank, Access National Mortgage Corporation and Access National
Leasing Corporation.
Sincerely,
Michael W. Clarke
President & Chief Executive Officer
Reston, Virginia
April 15, 2009
ACCESS NATIONAL CORPORATION
1800 Robert Fulton Drive, Suite 300
Reston, Virginia 20191
NOTICE OF 2009 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 19, 2009
The 2009 Annual Meeting of Shareholders of Access National Corporation (the Corporation)
will be held at the Corporations office located at 1800 Robert Fulton Drive, Reston, Virginia on
Tuesday, May 19, 2009, at 4:00 p.m. for the following purposes:
|
1. |
|
To elect two (2) Class I directors to the Board of Directors of the
Corporation to serve until the 2012 Annual Meeting of Shareholders, as described in
the Proxy Statement accompanying this notice; |
|
|
2. |
|
To approve the Corporations 2009 Stock Option Plan; and |
|
|
3. |
|
To transact such other business as may properly come before the meeting
or any adjournment thereof. |
Shareholders of record at the close of business on April 1, 2009, are entitled to notice of
and to vote at the Annual Meeting or any adjournment thereof.
By Order of the Board of Directors,
Sheila M. Linton
Vice President & Corporate Secretary
April 15, 2009
IMPORTANT NOTICE
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING OF SHAREHOLDERS, PLEASE COMPLETE, SIGN,
DATE, AND RETURN THE REVOCABLE PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE AS SOON AS POSSIBLE.
SHAREHOLDERS ATTENDING THE MEETING MAY PERSONALLY VOTE ON ALL MATTERS THAT ARE CONSIDERED, IN WHICH
EVENT THEIR SIGNED PROXIES WILL BE REVOKED. IF YOU HOLD SHARES THROUGH AN ACCOUNT WITH A BROKERAGE
FIRM OR OTHER NOMINEE, PLEASE FOLLOW THE INSTRUCTIONS YOU RECEIVE FROM THEM TO VOTE YOUR SHARES.
ACCESS NATIONAL CORPORATION
1800 Robert Fulton Drive, Suite 300
Reston, Virginia 20191
PROXY STATEMENT
2009 ANNUAL MEETING OF SHAREHOLDERS
MAY 19, 2009
GENERAL
The following information is furnished in connection with the solicitation by and on behalf of
the Board of Directors (the Board) of the enclosed proxy to be used at the 2009 Annual Meeting of
the Shareholders (the Annual Meeting) of Access National Corporation to be held on Tuesday, May
19, 2009, at 4:00 p.m. at the Corporations office located at 1800 Robert Fulton Drive, Reston,
Virginia. The approximate mailing date of this Proxy Statement is April 15, 2009.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be
Held on May 19, 2009
The Notice of 2009 Annual Meeting of Shareholders, this Proxy Statement and the 2008 Annual
Report to Shareholders are available on the internet at the following website:
www.cfpproxy.com/5610.
Revocation and Voting of Proxies
Execution of a proxy will not affect a shareholders right to attend the Annual Meeting and to
vote in person. Any shareholder who has executed and returned a proxy may revoke it by attending
the Annual Meeting and requesting to vote in person. If your shares are held in street name
through a broker or other nominee and you plan to attend the Annual Meeting and wish to vote in
person, you must bring with you a proxy or letter from your broker or nominee to confirm your
ownership of shares. A shareholder may also revoke his proxy at any time before it is exercised by
filing a written notice with the Corporation or by submitting a proxy bearing a later date. If
your shares are held in street name, you will receive voting instructions from the holder of
record. You must follow the instructions of the holder of record in order for your shares to be
voted or to change your vote. Proxies will extend to, and will be voted at, any properly adjourned
session of the Annual Meeting. If a shareholder specifies how the proxy is to be voted with
respect to any proposal for which a choice is provided, the proxy will be voted in accordance with
such specifications. If a shareholder fails to specify with respect to a proposal, the proxy will
be voted FOR the director nominees named in Proposal One and FOR approval of the Access National
Corporation 2009 Stock Option Plan described in Proposal Two, and all other matters will be voted
by the named individuals to whom the proxy has been granted in accordance with their best judgment.
Directions to Annual Meeting
To obtain directions to attend the Annual Meeting and vote in person, please contact the
Secretary of the Corporation at (703) 871-2100.
Voting Rights of Shareholders
Only those shareholders of record at the close of business on April 1, 2009, are entitled to
notice of and to vote at the Annual Meeting, or any adjournment thereof. The number of shares of
common stock of the Corporation outstanding and entitled to vote at the Annual Meeting is
10,294,228. The Corporation has no other class of stock outstanding. A majority of the votes
entitled to be cast, represented in person or by proxy, will constitute a quorum for the
transaction of business. Each share of the Corporations common stock entitles the record holder
thereof to one vote upon each matter to be voted upon at the Annual Meeting. Shares for which the
holder has elected to abstain or to withhold the proxies authority to vote (including broker
non-votes) on a matter will count toward a quorum, but will not be included in determining the
number of votes cast with respect to such matter.
1
With regard to the election of directors, votes may be cast in favor or withheld. If a quorum
is present, the nominees receiving the greatest number of affirmative votes cast at the Annual
Meeting will be elected directors; therefore, votes withheld will have no effect. Approval of any
other matter (including the Access National Corporation 2009 Stock Option Plan) requires an
affirmative vote of a majority of the shares cast on the matter. Thus, although abstentions and
broker non-votes (shares held by customers which may not be voted on certain matters because the
broker has not received specific instructions from the customers) are counted for purposes of
determining the presence or absence of a quorum, they are not counted for purposes of determining
whether such matter has been approved, and therefore have no effect.
Solicitation of Proxies
The cost of solicitation of proxies will be borne by the Corporation. Solicitations will be
made only by the use of the mail, except that officers and regular employees of the Corporation and
its subsidiaries may make solicitations of proxies by telephone or mail, acting without
compensation other than their regular compensation. We anticipate that brokerage houses and other
nominees, custodians, and fiduciaries will be requested to forward the proxy soliciting material to
the beneficial owners of the stock held of record by such persons, and the Corporation will
reimburse them for their charges and expenses in this connection if so requested.
Security Ownership of Certain Beneficial Owners
The following table shows as of March 31, 2009, the beneficial ownership of the Corporations
common stock by persons known by the Corporation to own more than 5% of the Corporations voting
common stock.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Number of Shares |
|
Number of Shares |
|
|
|
|
Beneficially |
|
under Exercisable |
|
under Exercisable |
|
Percent of |
Name and Address |
|
Owned |
|
Options |
|
Warrants |
|
Class |
Michael Rebibo
|
|
|
622,508 |
(1) |
|
|
0 |
|
|
|
0 |
|
|
|
6.09 |
% |
3107 Wheatland Farms Court
Oakton, Virginia 22124 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jacques Rebibo
|
|
|
572,458 |
(2) |
|
|
50,964 |
|
|
|
0 |
|
|
|
6.03 |
% |
7216 Dulany Drive
McLean, Virginia 22101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All other persons known by the Corporation to be the owners of more than 5% of the Corporations
common stock are also directors and/or named executive officers of the Corporation and are listed
in the table below under Security Ownership of Management.
Security Ownership of Management
The following table shows as of March 31, 2009, the beneficial ownership of the Corporations
common stock of each director, director nominee and named executive officer and of all directors
and executive officers of the Corporation as a group.
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Number of Shares |
|
|
|
|
Beneficially |
|
under Exercisable |
|
Percent of |
Name |
|
Owned |
|
Options |
|
Class |
J. Randolph Babbitt
|
|
|
207,262 |
(3) |
|
|
45,780 |
|
|
|
2.45 |
% |
Reston, Virginia |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael W. Clarke
|
|
|
623,208 |
(4) |
|
|
37,206 |
|
|
|
6.39 |
% |
Vienna, Virginia |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John W. Edgemond
|
|
|
265,445 |
(5) |
|
|
29,580 |
|
|
|
2.86 |
% |
Reston, Virginia |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dean F. Hackemer
|
|
|
196,804 |
(6) |
|
|
9,000 |
|
|
|
2.00 |
% |
Fairfax, Virginia |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James L. Jadlos
|
|
|
469,550 |
(7) |
|
|
49,492 |
|
|
|
5.02 |
% |
Denver, Colorado |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas M. Kody
|
|
|
421,832 |
(8) |
|
|
29,580 |
|
|
|
4.37 |
% |
McLean, Virginia |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert C. Shoemaker
|
|
|
359,412 |
(9) |
|
|
27,282 |
|
|
|
3.75 |
% |
Fairfax, Virginia |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles Wimer
|
|
|
99,686 |
(10) |
|
|
8,814 |
|
|
|
1.05 |
% |
Virginia Beach, Virginia |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Directors & Executive
|
|
|
2,643,199 |
|
|
|
236,734 |
|
|
|
27.88 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Officers as a group (8 persons) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For purposes of these tables above, beneficial ownership has been determined in accordance
with the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 under which, in general, a
person is deemed to be the beneficial owner of a security if he or she has or shares the power to
vote or direct the voting of the security or the power to dispose of or direct the disposition of
the security, or if he or she has the right to acquire beneficial ownership of the security within
sixty days. All shares of common stock indicated in the above tables are subject to the sole
investment and voting power of the identified person, except as otherwise set forth in the
footnotes below. All data included in the footnotes below is as of March 31, 2009. |
|
(1) |
|
According to Schedule 13G filed with the Securities and Exchange Commission (the SEC) on
February 17, 2009 by Mr. Michael Rebibo, as of December 31, 2008, Mr. Rebibo was the
beneficial owner of 622,508 shares of the Corporations common stock and had shared voting and
investment power with respect to 368,386 shares. |
|
(2) |
|
Based on information provided by Mr. Jacques Rebibo. |
|
(3) |
|
Includes 144,148 shares held in trust and with respect to which Mr. Babbitt shares the power
to vote and dispose of the shares, 47,790 shares that Mr. Babbitt holds jointly with his
spouse, and 9,900 shares that Mr. Babbitt holds jointly with his grandchildren. |
|
(4) |
|
Includes 88,506 shares held by Mr. Clarkes spouse, of which 83,310 are pledged as collateral
for loans; 281,180 shares pledged by Mr. Clarke as collateral for loans; and 87,502 shares
held by Mr. Clarke in margin accounts that may from time to time be pledged as collateral. |
|
(5) |
|
Includes 7,512 shares held by Mr. Edgemonds spouse; 17,583 shares held by Mr. Edgemond as
custodian for minor children; 168,933 shares held in trust and with respect to which Mr.
Edgemond shares the power to vote and dispose of such shares, all 97,689 shares of which are
held in margin accounts that may from time to time be pledged as collateral. |
|
(6) |
|
Includes 17,000 shares held by Mr. Hackemers spouse and 136,804 shares that Mr. Hackemer
holds jointly with his spouse. |
|
(7) |
|
Includes 326,200 shares that Mr. Jadlos holds jointly with his spouse. |
|
(8) |
|
Includes 383,231 shares that Mr. Kody holds jointly with his spouse and 38,601 shares held by
Kody Holdings, LLC, of which Mr. Kody has 50% ownership. |
|
(9) |
|
Includes 37,427 shares held by Mr. Shoemakers spouse; 216,933 shares that Mr. Shoemaker
holds jointly with his spouse, 216,310 of which are pledged collateral for loans; and 3,683
shares held as custodian for his minor children. |
|
(10) |
|
Includes 45,475 shares that Mr. Wimer holds jointly with his spouse. |
3
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 (the Exchange Act) requires directors,
executive officers and 10% beneficial owners of companies whose securities are registered under
Section 12 of the Exchange Act to file reports with the Securities and Exchange Commission (the
SEC) concerning their ownership of the companies securities. Based solely upon the
Corporations review of such reports, or written representations that no other reports were
required, the Corporation believes that all executive officers, directors and greater than 10%
beneficial owners filed these required reports on a timely basis with respect to 2008 with the
following exceptions: during the year, Mr. Edgemond filed two late Form 4s for two transactions,
Mr. Babbitt filed two late Form 4s for two transactions, Mr. Kody filed two late Form 4s for two
transactions and Mr. Jacques Rebibo filed one late Form 4 for one transaction.
PROPOSAL ONE
ELECTION OF DIRECTORS
The Board is divided into three classes (I, II, and III) of directors. The term of office for
Class I directors will expire at the Annual Meeting. The two (2) persons named below, each of whom
currently serves as a director of the Corporation, will be nominated to serve as Class I directors.
If elected, the Class I nominees will serve until the 2012 Annual Meeting of Shareholders. The
persons named in the proxy will vote for the election of the nominees named below unless authority
is withheld. The Board believes that the nominees will be available and able to serve as
directors, but if either of these persons should not be available or able to serve, the proxies may
exercise discretionary authority to vote for a substitute proposed by the Board.
Certain information concerning the nominees for election at the Annual Meeting as Class I
directors is set forth below, as well as certain information about the Class II and III directors,
who will continue in office until the 2010 and 2011 Annual Meetings of Shareholders, respectively.
|
|
|
|
|
|
|
|
|
Served |
|
|
Name (Age) |
|
Since (1) |
|
Previous Business Experience |
Class I Nominees (To Serve Until the 2012 Annual Meeting) |
|
|
|
|
|
|
|
Michael W. Clarke (47)
|
|
|
1999 |
|
|
Mr. Clarke has served as
President, Chief Executive
Officer and a Director of
the Corporation since it
was formed in 2002 and has
served as President, Chief
Executive Officer and a
Director of the Bank since
it was organized in 1999.
Prior to joining the Bank,
Mr. Clarke served as Chief
Credit Officer of Patriot
National Bank from its
inception in 1990 until the
company was sold in 1997
and remained with United
Bank in the same capacity
through 1998. Prior to
joining Patriot, Mr. Clarke
was Vice President of
commercial lending at
Crestar Bank in Alexandria,
Virginia, from 1985 to
1989. Mr. Clarke graduated
from Virginia Tech with a
B.S. degree in finance. Mr.
Clarke has over 24 years of
experience in the banking
industry. |
|
|
|
|
|
|
|
James L. Jadlos (43)
|
|
|
2000 |
|
|
Mr. Jadlos has served as a
Director of the Corporation
since it was formed in 2002
and has served as a
Director of the Bank since
May 23, 2000. Mr. Jadlos
was previously CEO of
McDash Analytics, LLC, a
provider of data services
to support the mortgage
industry, from 2003 until
it was sold to Lender
Processing Services, Inc.
in 2008, where he is now
Chief Operating Officer of
their LPS/Applied Analytics
division. Mr. Jadlos is
also the lead principal of
Griffin Capital Partners,
Inc. based in Denver,
Colorado, which is an
advisor to mortgage
companies and banks on a
nationwide basis with
respect to the valuation,
sale and brokerage of
mortgage assets. Mr.
Jadlos graduated from the
University of Virginia with
a B.A. degree in economics
and has over 20 years of
experience in the mortgage
industry. |
|
|
|
|
|
|
|
4
|
|
|
|
|
|
|
|
|
Served |
|
|
Name (Age) |
|
Since (1) |
|
Previous Business Experience |
Class II Directors (Serving Until the 2010 Annual Meeting) |
|
|
|
|
|
|
|
Robert C. Shoemaker (48)
|
|
|
1999 |
|
|
Mr. Shoemaker has served as
Executive Vice President
and a Director of the
Corporation since it was
formed in 2002 and has
served as Executive Vice
President, Chief Credit
Officer and a Director of
the Bank since it was
organized in 1999. From
1990 to 1999, Mr. Shoemaker
served as Senior Vice
President of construction
and real estate lending for
Patriot National Bank in
Vienna, Virginia and its
successor, United Bank.
Mr. Shoemaker graduated
from the Hankamer School of
Business at Baylor
University with a B.A.
degree in business
administration and has over
24 years of experience in
the banking industry. |
|
|
|
|
|
|
|
Thomas M. Kody (47)
|
|
|
1999 |
|
|
Mr. Kody has served as a
Director of the Corporation
since it was formed in 2002
and has served as a
Director of the Bank since
it was organized in 1999.
Since 1994, Mr. Kody has
owned and operated a
network of automobile
dealerships and related
businesses in Maryland and
Virginia. Mr. Kody
graduated from the
University of Virginia with
a B.A. degree in economics
and government and attended
the University of
Virginias McIntire School
of Commerce. |
|
|
|
|
|
|
|
Class III Directors (Serving Until the 2011 Annual Meeting) |
|
|
|
|
|
|
|
John W. Edgemond (47)
|
|
|
1999 |
|
|
Mr. Edgemond has served as
a director of the
Corporation since it was
formed in 2002 and has
served as a Director of the
Bank since it was organized
in 1999. Mr. Edgemond is
the owner and president of
Greenworks Landscaping, a
contract landscape and
retail nursery in
Chantilly, Virginia, which
he founded in 1987. Prior
to that time, Mr. Edgemond
operated as a sole
proprietor in the landscape
business in Northern
Virginia. Mr. Edgemond
graduated from the
University of California at
Davis with a B.S. degree in
plant science. |
|
|
|
|
|
|
|
J. Randolph Babbitt (62)
|
|
|
1999 |
|
|
Mr. Babbitt has served as a
Director of the Corporation
since it was formed in 2002
and has served as a
Director of the Bank since
it was organized in 1999.
Mr. Babbitt was president
and chief executive officer
of ECLAT Consulting, Inc.,
an aviation consulting
practice, from its
organization in 2001, until
its merger into Oliver
Wyman in September 2007,
where Mr. Babbitt currently
serves as a partner. On
March 27, 2009, President
Barack Obama announced his
intent to nominate Mr.
Babbitt to be Administrator
of the U.S. Federal
Aviation Administration,
the regulator of all
aspects of civil aviation.
Mr. Babbitt formerly served
as president of the Air
Line Pilots Association
International and has more
than 40 years of experience
in the aviation field,
starting in 1966 as a pilot
for Eastern Air Lines. Mr.
Babbitt attended the
University of Georgia and
University of Miami. |
|
|
|
(1) |
|
Includes term as a director of the Bank prior to the reorganization in which the Corporation
became the holding company for the Bank. |
Unless authority for the nominees is withheld, the shares represented by the enclosed proxy card,
if executed and returned, will be voted FOR the election of the nominees recommended by the Board
of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE DIRECTORS NOMINATED TO SERVE AS CLASS I
DIRECTORS.
5
PROPOSAL TWO
APPROVAL OF ACCESS NATIONAL CORPORATION STOCK OPTION PLAN
General
The Corporations Board of Directors adopted the Access National Corporation 2009 Stock Option
Plan (the 2009 Plan) on March 24, 2009, subject to shareholder approval. The 2009 Plan provides
for the award of stock options to employees and directors of the Corporation and its subsidiaries
and will become effective on May 19, 2009 (the Effective Date) if it is approved by shareholders
at the Annual Meeting.
The primary purpose of the 2009 Plan is to promote the success of the Corporation and its
subsidiaries by providing stock options as incentives to employees of the Corporation and any
subsidiaries that will promote the identification of their personal interests with the long-term
financial success of the Corporation and its subsidiaries and with growth in shareholder value. The
2009 Plan is designed to provide flexibility to the Corporation and its subsidiaries in its ability
to motivate, attract, and retain the services of employees upon whose effort the successful conduct
of its operation is largely dependent. The 2009 Plan is also intended to promote a greater
identity of interests between directors and the Corporations shareholders by increasing the
directors interests in the Corporation through receipt of stock option awards.
The 2009 Plan provides that no awards may be granted under the plan unless and until the plan
is approved by shareholders. The 2009 Plan also provides that no awards may be granted under the
plan after May 18, 2019.
Effect on 1999 Stock Option Plan
The Corporations 1999 Stock Option Plan, as restated effective April 22, 2003 (the Prior
Plan) currently authorizes the issuance of a maximum of 1,950,000 shares. As of April 13, 2009,
awards relating to 647,323 shares have been granted under the Prior Plan and 447,291 shares remain
available for grant under the Prior Plan.
If the 2009 Plan is approved by shareholders, no new awards will be granted under the Prior
Plan on or after the Effective Date of the 2009 Plan. Options granted under the Prior Plan will
remain outstanding under the Prior Plan, but no shares authorized under the Prior Plan will be
transferred to or used under the 2009 Plan. The Corporation has no plans to grant additional
awards under the Prior Plan between the date of this Proxy Statement and the Annual Meeting.
As of April 10, 2009, the closing price per share of the Corporations common stock as
reported on the Nasdaq Global Market was $4.80.
The Board believes that the Corporations continued success depends in large part on its
ability to maintain a competitive position in attracting, retaining and motivating key personnel.
Accordingly, the Board believes adoption of the 2009 Plan is in the best interests of the
Corporation and its shareholders and recommends a vote FOR approval of the 2009 Plan.
6
The following description of the 2009 Plan is qualified in its entirety by reference to the
2009 Plan, a copy of which is attached as Appendix A to this Proxy Statement.
Administration
The 2009 Plan will be administered by a stock option committee (the Committee) which is
currently the Corporations Compensation Committee. The Committee will have the power to
determine, in its sole discretion, the directors and employees to whom awards will be made.
Each option award under the 2009 Plan will be made pursuant to a written agreement between the
Corporation and the recipient of the award (the Agreement). In administering the 2009 Plan, the
Committee generally will have the authority to determine the terms and conditions upon which awards
may be made and exercised, to determine terms and provisions of each Agreement, to construe and
interpret the 2009 Plan and the Agreements, to establish, amend or waive rules or regulations for
the 2009 Plans administration, to accelerate the exercisability of any award and to make all other
determinations and take all other actions necessary or advisable for the administration of the 2009
Plan.
Eligibility
Persons eligible to participate in the 2009 Plan are employees and directors (including
members of any regional or advisory board established by the Board) of the Corporation and its
subsidiaries. The Corporation currently has four non-employee directors and 315 employees who
would be eligible to be selected by the Committee to participate in the 2009 Plan. Persons
receiving option awards under the 2009 Plan are sometimes referred to below as recipients.
Shares Available Under the 2009 Plan
If shareholders approve the 2009 Plan, the Corporation will be authorized to issue up to
975,000 shares of common stock to employees and directors under the 2009 Plan.
Generally, shares of common stock issued in connection with the exercise of an option will be
charged against the total number of shares issuable under the 2009 Plan and will reduce the number
of shares available for future awards under the 2009 Plan. If any option granted (for which no
material benefits of ownership have been received) terminates, expires or lapses for any reason
other than as a result of being exercised, the shares of common stock subject to such award will be
available again for further awards. In addition, any shares retained by the Corporation in
satisfaction of payment of the exercise price or withholding taxes will be available again for
future awards.
The 2009 Plan provides that the maximum number of shares for which awards may be granted, the
terms of outstanding options, and the per recipient limits on the number of shares for which awards
may be granted under the plan shall be adjusted as the Committee determines in order to retain the
intrinsic value or opportunity to reflect any stock dividend, stock split, recapitalization,
merger, consolidation, reorganization, reclassification, combination, exchange or similar event
with respect to the Corporation, provided that the Committee shall not make any adjustment that
would cause an incentive stock option to lose its status under Section 422 of the Code or that
would violate Section 409A of the Internal Revenue Code of 1986, as amended (the Code).
Option Awards
The 2009 Plan permits the grant of incentive stock options (ISOs) under Section 422 of the
Code and of non-qualified stock options (NQSOs and, together with ISOs, options). Awards
granted to employees may be either ISOs or NQSOs. Awards granted to non-employee directors must be
NQSOs.
All options granted as ISOs will comply with the applicable provisions of the Code and all
other applicable rules and regulations governing ISOs. All other option terms will be determined
by the Committee in its sole discretion, subject to the provisions of the 2009 Plan. No option
will be exercisable in any event after ten years from its grant (or five years in the case of
awards of ISOs to a recipient who, on the date of grant, owns more than 10% of the total combined
voting power of the Corporation). The exercise price for an option will not be less than the fair
market value of a share of the Corporations common stock on the date of grant. In addition, the
exercise
price for an ISO granted to a recipient who, on the date of grant, owns more than 10% of the total
combined voting power of the Corporation shall be not less than 110% of the fair market value of
the Corporations common stock on the date of grant. Except for an adjustment the Committee
determines to be equitably required upon a change in the common stock described above, the exercise
price for an option may not be reduced after the date of grant.
7
No recipient may be granted options in any calendar year covering more than 50,000 shares, and
no employee may be granted ISOs (under the 2009 Plan or any other plan of the Corporation) that are
first exercisable in a calendar year covering shares of the Corporations common stock having an
aggregate fair market value (determined as of the date of grant) exceeding $100,000.
Unless the Committee authorizes another form of payment, payment of the exercise price shall
be in cash. The Committee may, in its sole discretion, allow for payment of the exercise price by
cashless exercise or net exercise, by delivery of shares of the Corporations common stock
owned by the recipient or other approved method.
Unless otherwise provided in the Agreement pursuant to which the award is received, each
option will become exercisable two and one-half years following the date of grant, the unexercised
portion of any employee-granted option will be forfeited when the employee terminates employment
with the Corporation or its subsidiaries, and the unvested portion of any outstanding option
granted to a non-employee director will be forfeited when the non-employee director ceases to serve
as a director of the Corporation or its subsidiaries. Unless otherwise provided in the Agreement
pursuant to which the award is received, any outstanding option will become exercisable in the
event of a Change in Control of the Corporation (as discussed below).
In addition, unless otherwise provided in the Agreement pursuant to which the award is
received, for options exercised within 90 days prior to or, to the extent allowed, at any time
after a recipients termination of employment for any reason other than death, disability or
retirement (as disability and retirement are defined in the 2009 Plan), the recipient will be
required to pay to the Corporation within ten days of such termination the amount of any gain
realized as a result of such exercise and the Corporation will be entitled to set-off such amount
against any amount owed to the recipient by the Corporation.
All options are subject to exercise or forfeiture if the Corporations capital falls below its
minimum requirements, as determined by its state or federal primary regulator, and the
Corporations primary federal regulator so directs the Corporation to require such exercise or
forfeiture.
Change in Control
In order to maintain all the recipients rights in the event of a Change in Control of the
Corporation (as that term is defined in the 2009 Plan), the Committee, as constituted before such
Change in Control, may in its sole discretion take any one or more of the following actions either
at the time an award is made or at any time thereafter: (i) provide for the acceleration of any
time periods relating to the exercise or realization of any such award so that such award may be
exercised or realized in full on or before a date initially fixed by the Committee (assuming the
Agreement with respect to the award does not already provide for such acceleration); (ii) provide
for the purchase or settlement of any such award by the Corporation for an amount of cash equal to
the amount which could have been obtained upon the exercise of such award or realization of such
recipients rights had such award been currently exercisable or payable; (iii) make such adjustment
to any such award then outstanding as the Committee deems appropriate to reflect such Change in
Control; or (iv) cause any such award then outstanding to be assumed, or new rights substituted
therefor, by the acquiring or surviving corporation in such Change in Control.
Modification, Extension and Renewal of Awards
Subject to the terms, conditions and limitations of the 2009 Plan, the Committee may modify,
extend or renew outstanding option awards, or, if authorized by the Board, accept the surrender of
outstanding awards and authorize new awards in substitution therefor, provided that the exercise
price of any award may not be lowered other than as determined by the Committee to retain the
intrinsic value or opportunity to reflect events such as stock dividends, stock splits,
recapitalizations, mergers, consolidations, reorganizations or other similar events.
The Committee may also modify any outstanding Agreement, provided that no modification may
adversely affect the rights or obligations of the recipient without the consent of the recipient or
make the award subject to Section 409A of the Code.
8
Amendment, Modification and Termination of the 2009 Plan
The Board may terminate, amend or modify the 2009 Plan from time to time in any respect,
unless the particular amendment or modification would adversely affect any recipient in which case
the written consent of the recipient would be required. Any such amendment may be effected without
shareholder approval except to the extent that such approval is required by the Code, pursuant to
the rules under Section 16 of the Exchange Act, by any national securities exchange or system on
which the Corporations common stock is then listed or reported, by any regulatory body having
jurisdiction with respect thereto, or under any other applicable laws, rules or regulations.
Currently, it is anticipated that shareholder approval would be required for any amendment that
would (i) materially increase the benefits accruing to recipients, (ii) materially increase the
number of securities that may be issued under the plan, (iii) materially modify the requirements as
to eligibility for participation, or (iv) materially expand the types of awards that may be issued.
Non-Transferability
Unless specifically provided in an Agreement regarding a NQSO, options granted under the 2009
Plan may not be sold, transferred, pledged, assigned or otherwise encumbered by a recipient, other
than by will or the laws of descent and distribution. Options may be exercised during the
recipients lifetime only by the recipient or any permitted transferee or, in the case of
disability, by the recipients legal representative.
Certain Federal Income Tax Consequences
The following is a brief summary of the U.S. federal income tax consequences relating to
awards under the 2009 Plan based upon the federal income tax laws in effect on the date hereof.
This summary is not intended to be exhaustive and, among other things, does not describe state or
local tax consequences.
ISOs. A recipient who receives an ISO will not be subject to taxation at the time of grant or
exercise (if exercised not more than three months, or one year if the recipient is disabled, after
ceasing to be an employee of the Corporation or any subsidiary), nor will the Corporation be
entitled to a deduction for federal income tax purposes at such times. However, the excess of the
fair market value of the shares of common stock on the date of exercise over the exercise price is
a tax preference item for purposes of determining a recipients alternative minimum tax. If an ISO
is exercised more than three months, or one year if the recipient is disabled, after ceasing to be
an employee of the Corporation or any subsidiary, the option will be treated as a NQSO for federal
income tax purposes.
A disposition of the shares acquired on exercise of an ISO after the expiration of the
required holding period at a gain will generate long-term capital gain in the year of disposition,
and the Corporation will not be entitled to a deduction for federal income tax purposes. A
disposition of the shares acquired on exercise of an ISO prior to the expiration of the applicable
holding period (a disqualifying disposition) will subject the recipient to taxation as ordinary
compensation income in the year of disposition in an amount equal to the excess of the fair market
value of the shares of common stock on the date of exercise over the exercise price (or, if less,
the excess of the amount realized on the disposition over the exercise price), and the Corporation
generally will be entitled to a corresponding deduction for federal income tax purposes at that
time. The applicable holding period is the longer of two years from the date of grant or one year
from the date of exercise. A recipients basis in the shares acquired on exercise of an ISO is
equal to the exercise price paid plus any amount includible in income as a result of a
disqualifying disposition.
NQSOs. A NQSO award results in no taxable income to the recipient receiving the award or
deduction to the Corporation at the time of grant. A recipient who exercises a NQSO will realize
ordinary compensation income in an amount equal to the excess of the fair market value of the
shares on the date of exercise over the exercise price. The Corporation generally will be entitled
to a corresponding deduction for federal income tax purposes at that time. For each share received
upon exercise, the taxation of the post-receipt appreciation or depreciation is treated as either a
short or long-term capital gain or loss, depending upon the length of time the recipient held the
shares.
9
Use of Shares to Exercise Options. Special rules govern the tax treatment of the use of shares
of common stock to pay the exercise price of an ISO or NQSO.
Tax Rules Affecting Nonqualified Deferred Compensation Plans. Section 409A of the Code
imposes tax rules that apply to nonqualified deferred compensation plans. Failure to qualify for
an exemption from the rules with respect to an award under the 2009 Plan could result in
significant adverse tax results to the recipient of such award, including immediate taxation upon
vesting, an additional income tax of 20% of the amount of income so recognized, plus a special tax
in the nature of interest. The 2009 Plan is designed to allow the grant of awards which are
intended to qualify for an exemption from Section 409A of the Code.
General. The rules governing the tax treatment of awards that may be granted under the 2009
Plan are quite technical, so that the above description of tax consequences is necessarily general
in nature and does not purport to be complete. Moreover, statutory provisions are, of course,
subject to change, as are their interpretations, and their application may vary in individual
circumstances. Finally, the tax consequences under applicable state laws may not be the same as
under the federal income tax laws. Recipients of options under the 2009 Plan are urged to consult
a tax advisor as to the tax consequences of participation.
Term of 2009 Plan
If approved by the shareholders, the 2009 Plan will be effective as of May 19, 2009 and will
remain in effect, subject to the right of the Board to terminate the 2009 Plan at any time, until
May 18, 2019, at which time the 2009 Plan shall terminate except that awards made prior to and
outstanding on that date shall remain valid in accordance with their terms.
No option awards will be granted under the 2009 Plan until its Effective Date.
New Plan Benefits
Because the grant of awards under the 2009 Plan is within the discretion of the Committee, and
the Committee has not made any determination as to awards to be made under the 2009 Plan, the
Corporation cannot determine any other participants that the Committee will select to participate
in the 2009 Plan, or the type or size of any other award that will in the future be received by or
allocated to any recipient under the 2009 Plan. The Corporation also cannot determine the
recipients that the Committee would have selected to participate in the 2009 Plan, or the type or
size of any award that the Committee would have approved, had the 2009 Plan been in effect during
the last fiscal year.
Vote Required
The affirmative vote of a majority of the votes cast on the proposal, assuming a quorum is
present at the Annual Meeting, is required to ratify and approve the 2009 Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE ACCESS NATIONAL CORPORATION 2009
STOCK OPTION PLAN.
10
CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS
The current Board of Directors is comprised of six members, a majority of whom are
independent, as defined by the listing standards of the NASDAQ Stock Market, Inc. (Nasdaq).
The Board of Directors has determined in accordance with the Nasdaq listing standards that these
independent directors have no relationships with the Corporation that would interfere with the
exercise of their independent judgment in carrying out the responsibilities of a director. The
independent directors during 2008 were Messrs. Babbitt, Edgemond, Jadlos, Kody and Jacques Rebibo.
Since Mr. Rebibos resignation from the Board of Directors effective February 1, 2009, the
independent directors are Messrs. Babbitt, Edgemond, Jadlos and Kody.
During 2008, there were 12 meetings of the Board of Directors of the Corporation. Attendance
at Board meetings and Board committees was in person or by telephone. All of the directors
attended at least 75% of all meetings of the Board and Board committees on which he served. When
directors are unable to attend a meeting, it is the Corporations practice to provide all meeting
materials to the director, and the Chief Executive Officer (CEO) consults and apprises the
director of the meetings subject matter, or the Committee Chair apprises the director if it is a
committee on which the CEO does not serve.
The Corporation has not adopted a formal policy on directors attendance at our annual
meetings of shareholders, although all board members are invited and encouraged to attend and,
historically, most have done so. All seven board members attended the 2008 Annual Meeting of
Shareholders.
The Board of Directors has standing Audit, Nominating and Governance, Compensation, and Loan
Committees.
Nominating and Governance Committee. Members of the Nominating and Governance Committee
during 2008 were Messrs. Edgemond (Chair), Babbitt, Jadlos, Kody and Rebibo, each of whom was
independent under the Nasdaq listing standards. Effective with Mr. Rebibos resignation from the
Board of Directors on February 1, 2009, the members of the committee are Messrs. Edgemond (Chair),
Babbitt, Jadlos and Kody, each of whom is independent under the Nasdaq listing standards. The
committee met once in 2008. The committee is responsible for making recommendations to the full
Board regarding nominations of individuals for election to the Board of Directors and for
evaluating the Boards structure, personnel, committee composition and general governance
processes. The committee operates pursuant to a written charter adopted by the Board of Directors,
which is available on the Corporations website,
www.AccessNationalBank.com under Investor
Relations Governance Documents. The Board of Directors reviews and reassesses the adequacy of
this charter annually.
Qualifications for consideration as a director nominee may vary according to the particular
areas of expertise being sought as a complement to the existing Board composition. However,
minimum qualifications include high level leadership experience in business activities, breadth of
knowledge about issues affecting the Corporation and time available for meetings and consultation
on company matters. In addition, in accordance with the Corporations bylaws, no person may be
nominated to be or elected a director who would be 70 or older on the date of election. The
committee seeks a diverse group of candidates who possess the background, skills and expertise to
make a significant contribution to the Board of Directors, to the Corporation and to its
shareholders. The committee evaluates potential nominees, whether proposed by shareholders or
otherwise, by reviewing their qualifications, results of personal and business reference interviews
and other relevant information. Candidates whose evaluations are favorable are then recommended by
the committee for selection by the full Board. The full Board then selects and recommends
candidates for nomination as directors for shareholders to consider and vote upon at the annual
meeting.
While there are no formal procedures for shareholders to submit director candidate
recommendations, the Nominating and Governance Committee will consider candidates recommended by
shareholders in writing. Such written submissions should include the name, address, and telephone
number of the recommended candidate, along with a brief statement of the candidates qualifications
to serve as a director. All such shareholder recommendations should be submitted to the attention
of the Corporations Secretary at the Corporations principal office in Reston, Virginia and must
be received by January 31, 2010 in order to be considered by the Nominating and Governance
Committee for the next annual election of directors. Any candidates recommended
by a shareholder will be reviewed and considered in the same manner as all other director
candidates considered by the Nominating and Governance Committee.
11
In addition, in accordance with the Corporations bylaws, any shareholder entitled to vote in
the election of directors generally may nominate one or more persons for election as director(s) at
an annual meeting if advance notice of the nomination is provided in writing. Notice of any such
shareholder nominations for the next annual election of directors must be received by the
Corporations Secretary at the Corporations principal office in Reston, Virginia, no later than
March 16, 2010, provided that notice of nominations shall not be required to be made more than 90
days prior to the date of the 2010 Annual Meeting.
In order to be valid, notice of a shareholder nomination must set forth (1) the name and
address of the shareholder who intends to make the nomination; (2) the name and address of the
person or persons to be nominated; (3) a representation that the shareholder is a record holder of
stock of the Corporation entitled to vote at the meeting and intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the notice; (4) a description
of all arrangements or understandings between the shareholder and each nominee and any other person
or persons (naming such persons) pursuant to which the shareholder is making the nomination; (5)
such other information regarding each nominee proposed by such shareholder as would be required to
be included in a proxy statement filed pursuant to the proxy rules of the SEC, had the nominee been
nominated, or intended to be nominated, by the Board of Directors, including the amount and nature
of the nominees beneficial ownership of the Corporation, the nominees principal occupation for
the past five years and his or her age; and (6) the written consent of each nominee to serve as a
director if elected.
Compensation Committee. Members of the Compensation Committee during 2008 were Messrs. Jadlos
(Chair), Babbitt, Edgemond, Kody and Rebibo, each of whom was independent under the Nasdaq listing
standards. Effective with Mr. Rebibos resignation from the Board of Directors on February 1,
2009, the members of the committee are Messrs. Jadlos (Chair) Babbitt, Edgemond and Kody, each of
whom is independent under the Nasdaq listing standards. The committee met once in 2008. The
committee is responsible for recommending the level of compensation of each executive officer of
the Corporation and its subsidiaries, the granting of equity based compensation, employment
agreements and other employee compensation plans for approval by the full Board of Directors,
except that the Chief Executive Officer is not present during deliberations or voting with respect
to his compensation, and the Executive Vice President / Chief Credit Officer is not present during
deliberations or voting with respect to his compensation. The committee operates pursuant to a
written charter adopted by the Board of Directors, which the committee reviews and reassesses
annually and recommends any changes to the Board of Directors for approval. The charter is
available on the Corporations website,
www.AccessNationalBank.com under Investor Relations -
Governance Documents.
Audit Committee. Members of the Audit Committee during 2008 were Messrs. Babbitt (Chair),
Edgemond, Jadlos, Kody and Rebibo, each of whom satisfied the independence requirements and
financial literacy requirements of the Nasdaq listing standards and SEC regulations applicable to
audit committee members. Effective with Mr. Rebibos resignation from the Board of Directors on
February 1, 2009, the members of the committee are Messrs. Babbitt (Chair), Edgemond, Jadlos and
Kody, each of whom satisfies the independence requirements and financial literacy requirements of
the Nasdaq listing standards and SEC regulations applicable to audit committee members.
While the Board of Directors believes that all of its Audit Committee members have the
necessary experience and level of financial sophistication to serve effectively on the Audit
Committee, the Board has determined that the Corporation does not currently have an audit
committee financial expert, as defined by the SECs rules and regulations, serving on the Audit
Committee. Nevertheless, the Board of Directors believes that the cumulative experience of the
directors serving on the Audit Committee is adequate to provide appropriate oversight of the
Corporations and the Banks audit functions. The members of the Audit Committee have significant
management and financial oversight experience in businesses of various size and complexity across a
variety of industries. In addition, all members of the Audit Committee have past employment
experience in finance or accounting or comparable experience which results in each individuals
financial sophistication.
12
The Audit Committee assists the Board in its oversight duties with respect to financial
reporting, internal controls and other matters relating to corporate governance. The Audit
Committee reviews and approves various audit functions including the year-end audit performed by
the Corporations independent public accountants. The Audit Committee met six times during 2008.
The committee operates pursuant to a written charter adopted by the Board of Directors, which is
available on the Corporations website,
www.AccessNationalBank.com under Investor Relations -
Governance Documents. See Report of the Audit Committee on page 30.
Code of Ethics. The Corporation has adopted a Code of Ethics that applies to its directors,
executives and employees. The Corporations Code of Ethics is available on the Corporations
website, www.AccessNationalBank.com under Investor Relations Governance Documents.
Shareholder Communications with the Board of Directors
Shareholders who wish to contact the Board of Directors or any of its members may do so by
addressing their written correspondence to Board of Directors/Individual Director, c/o Corporate
Secretary, Access National Corporation, 1800 Robert Fulton Drive, Suite 300, Reston, Virginia
20191. All shareholder communications must be written and should contain the address, telephone
number and email address, if any, of the person submitting the communication. All shareholder
communications will be delivered to their addressees. Correspondence directed to an individual
Board member will be referred, unopened, to that member. Correspondence not directed to a
particular Board member will be referred, unopened, to the Secretary or CEO.
Executive Officers Who Are Not Directors
|
|
|
|
|
|
|
|
|
|
|
Executive |
|
|
|
|
|
|
Officer |
|
|
|
|
Name (Age) |
|
Since |
|
Current Position |
|
Previous Business Experience |
Charles Wimer (64)
|
|
|
2000 |
|
|
Executive Vice
President and Chief
Financial Officer,
Access National
Corporation and
Access National
Bank.
|
|
Mr. Wimer has served as
Executive Vice President
and Chief Financial Officer
of the Corporation since
April 2002 and has served
as Executive Vice President
and Chief Financial Officer
of the Bank since January
2000. |
|
|
|
|
|
|
|
|
|
Dean F. Hackemer (44)
|
|
|
2004 |
|
|
Senior Vice
President, Access
National Bank;
President and Chief
Executive Officer,
Access National
Mortgage
Corporation.
|
|
Mr. Hackemer has served as
Senior Vice President of
the Bank and President of
Access National Mortgage
Corporation since September
2004 and Chief Executive
Officer of Access National
Mortgage Corporation since
2005. Prior to his current
role, Mr. Hackemer served
as Executive Vice President
and Chief Operating Officer
of the mortgage company
from 2002 to 2004, and as a
loan officer, Vice
President and Senior Vice
President of Mortgage
Investment Corporation from
1992 to 2002. Mr. Hackemer
graduated from the
University of Virginia with
a B.A. degree in economics.
Mr. Hackemer has over 21
years of banking and
mortgage banking
experience. |
13
EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Philosophy and General Objectives
The overall objective of the Corporations various compensation programs is to attract and
retain skilled personnel. The Corporation believes the attraction and retention of skilled
professionals has been the single most important contributing factor to the Corporations success
since its inception. The Corporation recruits for and places high performance expectations upon
its personnel. In order to attract highly skilled personnel, the Corporation aims to provide
attractive compensation plans that allow top performing personnel to be well compensated when
compared to local bank competitors.
The Compensation Committee periodically assesses the overall compensation provided to its
employees, executives and directors against a variety of benchmarks to provide points of reference.
The Compensation Committee examines industry sponsored studies, industry white papers, reports in
trade publications and practices within individual companies, composites and subgroups of publicly
traded banking companies. In reviewing these various data sources, the Compensation Committee
examines and considers not only the absolute value of each element of compensation and the total
compensation, but also the allocation of each element within the total. The Compensation Committee
does not rely upon any single source or formula to explicitly benchmark and determine the pay of
its employees and executives.
For this discussion, compensation benefits may be characterized as current compensation and
long-term compensation. The Corporations current compensation is designed to provide employees
with current cash compensation that compares favorably against the Corporations peers but is not
necessarily the highest. Examples of current compensation are base salaries, commissions and cash
bonuses. Employees and officers responsible for revenue production and executive duties are
compensated more highly than back office and administrative employees. Long-term compensation
benefits are designed to provide each employee with the opportunity to create long-term wealth and
financial security. Examples of long-term compensation include option awards and retirement plan
contributions. Select long-term compensation benefits also serve to align the employees long-term
interests with that of the Corporations shareholders. Furthermore, the Corporation fosters, and
in some instances requires, ownership in the Corporation and use of the Corporations products and
services by personnel at all levels.
Compensation of executive officers is based upon the Compensation Committees review of the
performance and qualifications of each executive in the context of the business environment,
defined job responsibilities, goals and objectives, and is established at least annually. Total
compensation of each executive is comprised of base salary and performance-based compensation
consisting of annual cash bonuses and stock option awards. In addition, each executive is entitled
to participate in all other Corporation-provided benefits such as health and life insurance
coverage and the retirement savings plan. The basic compensation arrangement, as well as other
covenants and terms designed to protect and benefit the interests of both parties, are set forth in
employment contracts.
Board Process
The Compensation Committee of the Corporations Board of Directors is responsible for
recommending and administering compensation of the Corporations executive officers, including the
named executive officers and directors. The Committee is comprised of all of the non-employee
independent directors, as such terms are defined by the SEC and the Nasdaq listing standards.
The Committee operates pursuant to a written charter adopted by the Board of Directors. The
Committee reviews and reassesses this charter annually and recommends any changes to the Board of
Directors for approval.
Under the 1999 Stock Option Plan, the Committee may delegate all or part of its duties and
obligations to a designated officer(s) to administer the plan with respect to awards to employees
who are not subject to Section 16 of the Exchange Act. The Compensation Committee has delegated
authority to the CEO or joint authority to the CFO and CCO to authorize option awards for the
purpose of recruiting and retaining non-executive officers and employees of the corporation. The
Committee historically has not used the services of a compensation
consultant with respect to executive and/or director compensation matters, and did not do so for
2008, and does not currently plan to do so for 2009.
14
The Compensation Committee monitors the compensation environment by reviewing information from
various trade resources, publications and peer companies. The CEO also prepares a spreadsheet of
data for each executive officer based on performance, and with that, the Committee commences its
work to prepare for annual reviews, performance evaluations, bonus awards and salary adjustments
early in the fourth quarter of each year. The Committee begins by reviewing past practices and any
current issues that have been brought to light that may affect the decision process. With the
assistance of the CEO and the Corporate Secretary, the Committee Chair prepares draft evaluations
of each named executive officer that outlines performance assessments and the various components of
compensation. The drafts are reviewed by the Compensation Committee and refined as the year end
financial statement closing process proceeds in January of the year following the performance
period. The CEO also submits a draft of option award recommendations for all officers and
employees other than the named executive officers. Generally, by the time the Board of Directors
meeting takes place in January, the financial statements are deemed to be final and the
Compensation Committee has finalized its recommendations for action by the full Board of Directors.
The Board reviews the recommendations, makes any changes and approves the compensation elements at
the same meeting as the financial statements are considered final. Payment of annual cash bonuses
is deferred until the financial statement audit is complete.
Employment Agreements and Potential Payments Upon Termination or Change in Control
The Corporation does not have any employment agreements with its executives. All executive
officers are presently serving under employment agreements with the Bank or its subsidiaries as
outlined below.
Effective January 1, 2005, the Bank and Mr. Clarke entered into an employment agreement under
which Mr. Clarke serves as President and CEO of the Bank for a current annual base salary of
$300,000, subject to annual increases at the discretion of the Board of Directors. The
performance review for 2008 resulted in a 5.3% base salary increase for 2009 over 2008. In
addition, the agreement provides for an annual cash performance bonus of up to 100% of base salary,
an annual grant of up to 10,000 stock options issued at market value and other benefits including
life insurance, family health insurance, disability insurance coverage and privileges generally
provided to executives, as well as vacation and reimbursement of reasonable business expenses.
Mr. Clarkes agreement is for a term of five years ending December 31, 2009, with automatic
two year renewals unless at least 120 days advance notice of nonrenewal is provided prior to the
end of the initial term or any extended term. Mr. Clarke serves at the pleasure of the Banks
Board of Directors. If, during the term of the agreement, the Bank terminates Mr. Clarkes
employment without cause (as defined in the agreement) or Mr. Clarke terminates his employment for
good reason (as defined in the agreement), Mr. Clarke will be entitled to a lump sum payment equal
to 1.99 times his trailing base and cash bonus compensation as paid over the 12 months preceding
the termination date. Additionally, Mr. Clarke will be entitled to any bonuses that would have
been paid, and medical, life and disability insurance (subject to elimination if Mr. Clarke becomes
employed and has substantially similar coverage available to him), until the expiration date of the
agreement. If Mr. Clarkes employment is terminated voluntarily by him within 180 days after a
change in control (as defined in the agreement), he is entitled to the same benefits as if his
termination were not for cause. The agreement also contains non-competition covenants for a period
of one year following termination of Mr. Clarkes employment other than a termination by the Bank
without cause or by Mr. Clarke for good reason (except that in the case of a termination in
connection with a change of control, the covenants will apply). If Mr. Clarkes employment is
terminated by his disability (as defined in the agreement) or death, he or his estate will be paid
his base salary and bonus payments accrued to him prior thereto, as well as any bonuses that would
have been paid for a period of six months after his disability or death. In the event of
termination other than for cause, Mr. Clarke is entitled to health insurance benefits for the
shorter of the remainder of the term of the agreement or until he is reemployed where there are
substantially similar benefits available. Finally, the agreement contains a covenant requiring Mr.
Clarke to maintain ownership in the Corporations common stock in an amount no less than $1,250,000
(five times his initial base salary under the agreement) for so long as the agreement remains in
effect.
15
Effective January 1, 2005, the Bank and Mr. Shoemaker entered into an employment agreement
under which Mr. Shoemaker serves as Executive Vice President and Chief Credit Officer (CCO) of the
Bank. The terms
of Mr. Shoemakers agreement are substantially the same as Mr. Clarkes agreement, except as
follows. Mr. Shoemakers current annual salary is $240,000, his annual performance cash bonus
opportunity is up to 60% of his base salary, and he may receive an annual grant of up to 7,000
stock options issued at market value. The performance review for 2008 resulted in a 4.3% base
salary increase for 2009 over 2008. The lump sum payment due for termination by the Bank without
cause or Mr. Shoemakers termination for good reason or in connection with a change in control is
equal to 1.25 times his trailing base and cash bonus compensation as paid over the 12 months
preceding the termination date. In the event of termination other than for cause, Mr. Shoemaker is
entitled to health insurance benefits for the shorter of the remainder of the term of the agreement
or until he is reemployed where there are substantially similar benefits available. The agreement
requires Mr. Shoemaker to maintain ownership in the Corporations common stock in an amount no less
than $487,500 (two and one half times his initial base salary under the agreement) for so long as
the agreement remains in effect.
Effective January 1, 2000, the Bank and Mr. Wimer entered into an employment agreement under
which Mr. Wimer serves as Executive Vice President and Chief Financial Officer (CFO) of the Bank.
The original term was for five years, with automatic two year renewals unless at least 120 days
advance notice of nonrenewal is provided prior to the end of a term. The contract was
automatically renewed for two years on January 1, 2009. The terms of Mr. Wimers agreement are
substantially the same as Mr. Clarkes agreement, except as follows. Mr. Wimers current annual
salary is $192,000 and, although not included in the written employment agreement, his annual cash
performance bonus opportunity is up to 30% of his base salary. The performance review for 2008
resulted in a 3.8% base salary increase for 2009 over 2008. If, during the term of the agreement,
Mr. Wimers employment is terminated without cause or Mr. Wimer terminates his employment with good
reason or in connection with a change in control, Mr. Wimer will be entitled to continue receiving
his base salary payable at regular paydays for one year (or if the employer chooses or the
termination is in connection with a change in control, a lump sum severance payment in an
equivalent amount) and, to the extent eligible therefore, to receive any commissions or bonuses
earned prior to the date of termination. In addition, Mr. Wimer will be entitled to bonuses that
would have been paid, and medical, life and disability insurance (subject to elimination if Mr.
Wimer becomes employed and has substantially similar coverage available to him), until the
expiration date of the agreement. The agreement contains no covenant requiring Mr. Wimer to
maintain any ownership in the Corporations common stock.
Effective January 1, 2005, and amended May 11, 2007, Access National Mortgage Corporation and
Mr. Hackemer entered into an employment agreement under which Mr. Hackemer serves as President and
Chief Executive Officer of the Mortgage Corporation and Senior Vice President of the Bank. The
terms of Mr. Hackemers agreement are substantially the same as Mr. Clarkes agreement, except as
follows. The original term was for three years ending December 31, 2007, with automatic one year
renewals. The contract was automatically renewed for one year on January 1, 2009. Mr. Hackemers
annual base salary is currently $290,000 and his annual cash performance bonus opportunity is up to
100% of his base salary. The performance review for 2008 resulted in a 3.6% base salary increase
for 2009 over 2008. If, during the term of the agreement, Mr. Hackemers employment is terminated
without cause or Mr. Hackemer terminates his employment for good reason or in connection with a
change in control (as defined in the agreement), Mr. Hackemer will be entitled to a lump sum
payment equal to 1.25 times his trailing base and cash bonus compensation as paid over the 12
months preceding the termination date. The agreement also contains non-competition covenants for
the shorter of 12 months or the remaining term of the agreement following termination of his
employment other than by the employer without cause or by Mr. Hackemer with good reason (except
that in the case of a termination in connection with a change in control, the covenants will
apply). If Mr. Hackemers employment is terminated by his disability (as defined in the agreement)
or death, he or his estate will be paid all compensation accrued to him prior thereto, including a
pro rata portion of the annual bonus assessed as of his date of termination. The agreement
contains no covenant requiring Mr. Hackemer to maintain any ownership in the Corporations common
stock.
The Corporation presently utilizes the following elements of compensation that are discussed
generally and specifically as it relates to its named executives.
16
Base Salaries
As the practice is customary in the financial services industry, the Corporation chooses to
pay base salaries on regular intervals to reward employees for their qualifications and the
discharge of duties in tending to daily affairs of the Corporation. The Corporation expects base
salaries to provide its employees with adequate cash flow to afford a lifestyle commensurate with
their professional status and accomplishments. Certain sales personnel receive commissions as
their primary compensation in lieu of salaries in order to reward successful sales efforts. The
Corporation determines base salaries within the framework of general practices within the industry
and considers individual duties and responsibilities in making salary determinations. Salary
adjustments are made from time to time to reward performance against periodic goals and expanding
the scope of activity and responsibility. As noted previously, it is the Corporations desire and
intention for the base salaries of its personnel to fall within the higher end of the general
practices of its peer companies. Base salaries are the most important element of compensation as
many other elements discussed in this Compensation Discussion and Analysis are determined based
upon the underlying base salary of the employee or executive.
For officers and employees other than the named executive officers, salaries are administered
under policies and guidelines set forth by management that are deemed reasonable for the nature of
each employees responsibility, business conditions, skills, and performance. Generally all
employees receive a competitive base salary commensurate with their skills, experience and
responsibilities. The Corporation has a Salary Administration Program that is managed by the
Director of Human Resources that ensures that properly documented performance reviews and salary
adjustments are made in time intervals that are appropriate.
The current base salaries and results of annual review adjustments for the Corporations named
executive officers are explained above in the summary of the Employment Agreements. The evaluation
criteria for named executive officer base salary adjustments are substantially similar to and
reviewed at the same time as the performance factors described under the Cash Bonus section that
follows.
With respect to base salary increases and awards of stock options, which are granted at the
discretion of the Board, the Committee subjectively evaluates the factors in their totality and
does not employ a formula which predetermines the relative weighting of the factors.
Cash Bonuses (Non-Equity Incentive)
The Corporations practice is to award cash bonuses annually to its officers and other select
employees based upon satisfaction of selected performance objectives during the preceding year.
This practice is designed to encourage executives and employees to reach and exceed financial and
non-financial goals in the continuing development of the Corporations business. The Corporation
pays this compensation element to motivate performance that compares well to the Corporations peer
group and advances the ongoing interests of its shareholders.
With respect to performance-based cash bonuses, the named executive officers of the
Corporation (other than the President of the Mortgage Corporation) are primarily evaluated based
upon the 5 quantitative and qualitative assessment factors indicated below. Under each assessment
factor, there are sub-components that are rated on a scale of 0-5, with 0 indicating Failure to
Perform and 5 indicating Outstanding performance. The sub-components are then aggregated into a
composite rating or average resulting in a 0-5 rating for each of the broader assessment factors.
The assessment factors are then aggregated into an overall composite or average rating that is
applied toward the eligible base cash bonus as set forth in the executives employment contract.
There is no minimum payment threshold.
|
o |
|
Regulatory Exam / Audit results. The maximum bonus award would be achieved by
maintaining high ratings against corporate objectives in all of the sub-components. |
|
|
|
§ Regulatory Exams |
|
|
|
|
§ Internal Audit Results |
|
|
|
|
§ External Audit Results |
17
|
o |
|
Asset Quality. The maximum bonus award would be achieved by maintaining outstanding
ratings in Regulatory and Loan Reviews as well as outstanding asset quality measures
compared against various peer groups. |
|
|
|
§ Regulatory Assessment |
|
|
|
|
§ Loan Review |
|
|
|
|
§ Past Dues |
|
|
|
|
§ Non-Performing Assets |
|
|
|
|
§ Charge Offs |
|
o |
|
Return on Equity. The maximum bonus award would be achieved by both meeting budget
goals and outperforming peers. |
|
o |
|
General Budget Performance. The maximum bonus award would be achieved by meeting or
exceeding budget goals. |
|
|
|
§ Net Income consolidated |
|
|
|
|
§ Net Income Bank only before tax and provision for loan losses |
|
|
|
|
§ Asset Growth |
|
o |
|
Leadership, Governance and Relationships. The maximum bonus award would be achieved by
ratings of outstanding in each of the sub-components. |
|
|
|
§ Quality |
|
|
|
|
§ Productivity |
|
|
|
|
§ Knowledge |
|
|
|
|
§ Reliability/Timeliness |
|
|
|
|
§ Attendance |
|
|
|
|
§ Initiative |
|
|
|
|
§ Creativity |
|
|
|
|
§ Working Relationships |
|
|
|
|
§ Adherence to Policies and Plans |
When evaluating the performance in Asset Quality and Return on Equity, the Compensation Committee
assesses data from the following sources:
|
o |
|
All FDIC-insured commercial banks with assets between $100 million and $1 billion. The
data is released quarterly by the FDIC and summarizes the averages of key data points for
approximately 3,755 commercial banks. The average asset size of banks within the group was
$289 million compared to the Corporations reported total assets of $702 million as of
December 31, 2008. This data source is focused upon operating commercial banks and is
used to compare performance of the Corporations subsidiary bank, exclusive of the holding
corporation. |
|
|
o |
|
Selected small capitalization ($700 million or less) community banks and thrifts as
published by Scott & Stringfellow, Inc. This peer data contains performance statistics for
approximately 44 consolidated public holding companies of banks and thrifts, including
Access National Corporation, in the Southeastern United States. The Corporations total
assets of $702 million as of December 31, 2008 fall below the peer group average of $1.717
billion. The peer group is used to obtain additional public data of consolidated bank
holding companies that is not tracked for operating banks through the FDIC source listed
above. |
Evaluations of the named executive officers also have a subjective element, at the full
discretion of the Board. In addition to the base cash bonus, an additional amount of cash bonus
may be awarded under this subject evaluation and is intended to reward exceptional performance in
areas such as Return on Equity, Return on Assets and stock price, both at nominal levels and in
relation to peers.
The employment agreement of the President, Chief Executive Officer of the Bank provides that
he is eligible to receive an annual cash bonus in an amount up to 100% of his base salary, based on
an evaluation by
the Board of Directors (delegated to the Compensation Committee) of the performance factors listed
above. In addition to the base cash bonus, an additional amount may also be awarded that is
intended to reward exceptional performance in areas such as Return on Equity, Return on Assets and
stock price, both at nominal levels and in relation to peers, at the sole discretion of the
Committee. Based upon the Committees evaluation of 2008 performance, Mr. Clarke received a
composite evaluation of 4.33 and was awarded a cash bonus of $97,375 as a base level award and -0-
as an additional amount, the total of which represented 34.2% of his base salary for 2008. The
bonus was paid in the first quarter of 2009.
18
The employment agreement of the Executive Vice President, Chief Credit Officer of the Bank
provides that he is eligible to receive an annual cash bonus in an amount up to 60% of his base
salary, based on an evaluation as outlined above. For 2008 performance, Mr. Shoemaker received a
composite evaluation of 4.67 and was awarded a cash bonus of $57,692 as a base level award and
$17,308 as an additional amount at the discretion of the Board for recognition of proactive credit
management of the Banks portfolio. The total award of $75,000 represented 32.6% of his base
salary for 2008. The bonus was paid in the first quarter of 2009.
Although not written in his employment agreement, the understanding with the Executive Vice
President, Chief Financial Officer of the Bank provides that he is eligible to receive an annual
cash bonus in an amount up to 30% of his base salary, based on an evaluation of the corporate
performance factors listed above. Based upon the Committees evaluation of 2008 performance, Mr.
Wimer received a composite evaluation of 3.44 and was awarded a base level cash bonus of $32,992,
and an additional amount at the discretion of the Board of $12,008 to adjust for poor performance
driven by credit issues, which are not the CFOs responsibilities. The total award of $45,000
represented 24.3% of his base salary for 2008. The bonus was paid in the first quarter of 2009.
The President and CEO of the Mortgage Corporation, which position is currently held by Mr.
Hackemer, is evaluated based upon the following performance factors of such business unit. Each of
the 4 factors is equally weighted. Within each factor are sub-components of performance factors.
The same 0-5 rating scales as described above are utilized in Mr. Hackemers evaluation. The
maximum bonus award would be achieved by meeting or exceeding the budget or established goals in
each of the sub-components, and a minimum composite score of 2.5 is required to receive any base
level cash bonus.
|
|
|
§ Origination volume |
|
|
|
|
§ Pre-Tax Margins |
|
|
|
|
§ Net Income Mortgage Corporation, compared to budget |
|
|
|
|
§ Net Income consolidated Corporation, compared to budget |
|
o |
|
Infrastructure Development / Business Plan Adherence |
|
|
|
§ Production objectives |
|
|
|
|
§ Recruiting |
|
|
|
|
§ Expansion of in-bound volume |
|
|
|
|
§ Referral Program with Bank |
|
|
|
|
§ Personnel Development |
|
o |
|
Quality Control Program |
|
|
|
§ Regulatory Compliance / Exam |
|
|
|
|
§ Internal Audit Results |
|
|
|
|
§ Repurchases / Indemnifications |
|
|
|
|
§ Investor Scorecards |
|
|
|
|
§ Post-Settlement Documents |
|
|
|
|
§ Delinquency Rates |
|
o |
|
Leadership, Governance and Relationships |
|
|
|
§ Quality |
|
|
|
|
§ Productivity |
|
|
|
|
§ Knowledge |
|
|
|
|
§ Reliability/Timeliness |
|
|
|
|
§ Attendance |
|
|
|
|
§ Initiative |
|
|
|
|
§ Creativity |
|
|
|
|
§ Working Relationships |
|
|
|
|
§ Adherence to Policies and Plans |
19
The employment agreement of the President of the Mortgage Corporation provides that he is
eligible to receive an annual cash bonus in an amount up to 100% of his base salary, based on an
evaluation of the performance factors listed above. Based upon the Committees evaluation of 2008
performance, Mr. Hackemer received a composite evaluation of 4.26, which was above the minimum
performance threshold. Mr. Hackemer was awarded a base level cash bonus of $238,420 and in
recognition of the Mortgage Corporations exceeding origination volume and profit goals for the
year, as well as continued progress in risk mitigation and containment of counter-party claims, the
Compensation Committee awarded Mr. Hackemer a discretionary cash bonus of $41,580 for 2008. The
total award of $280,000 represented 100% of his base salary for 2008. The bonus was paid in the
first quarter of 2009.
Cash bonuses that are paid to officers and employees other than the named executive officers
are predicated upon similar factors, adjusted for individual job responsibilities. In general,
line or customer contact personnel are provided the opportunity to earn cash bonuses of up to 25%
of their base salary, and administrative and back office positions up to 15% of base salary.
The cash bonuses as described above are also reported in the Summary Compensation
Table under the columns Bonus and Non-Equity Incentive Plan Compensation, as well as in the
Grants of Plan-Based Awards table under the Estimated Possible Payouts Under Non-Equity
Incentive Plan Awards column.
Dividend Reinvestment and Stock Purchase Plan (DRSPP)
The Corporation maintains a DRSPP as a benefit to its shareholders. Consistent with its
philosophy of facilitating employee stock ownership, the Corporation actively facilitates
participation in the DRSPP by its officers and employees. The DRSPP is available to all
shareholders of the Corporation on the same basis as employees, except that non-employee
shareholders cannot use the payroll deduction feature to make optional purchases under the plan.
The Corporation facilitates regular payroll deductions and permits after tax bonuses to be used to
make purchases under the plan. The plan provides that shares acquired from the Corporation through
the plan are purchased at a 5% discount from the market price. Once contributions are made to the
plan, the employee participant is free to trade or withdraw funds from the plan in a manner
consistent with any other shareholder participant.
This practice is designed to reward employee stock ownership. The Corporation chooses to
provide this element because it believes employee stock ownership motivates the Corporations
employees to pursue the long-term success of the Corporation and aligns their interests with those
of the Corporations other shareholders.
Each of the Corporations named executive officers and directors participate in this plan.
Executive Stock Ownership Covenants
The Corporation requires its President and CEO to maintain ownership of Corporation common
stock with an aggregate value equal to no less than $1,250,000 at all times. As of March 31, 2009,
his beneficial holdings exceeded the requirement based upon the closing price of $4.60 with an
aggregate value of $2,866,757. The Corporations CCO is required to maintain ownership of
Corporation common stock with an aggregate value of no less than $487,500 at all times. As of
March 31, 2009, his beneficial holdings exceeded the requirement based upon the closing price of
$4.60 with an aggregate value of $1,653,295.
Option Awards
In recent years, stock options are the only form of equity compensation the Corporation has
granted. The Corporation does not grant restricted stock or other forms of equity compensation.
The Corporation makes option awards to select officers and employees. The objective of the option
awards is to provide long-term compensation that aligns the officers and employees interests with
those of the shareholders in building share
value. The Corporation has chosen to pay this element of compensation as it finds it desirable for
its employees to generate wealth due to favorable performance of the Corporations stock in the
future. Furthermore, this long-term benefit helps the Corporation attract and retain high caliber
professionals.
20
The Corporations practice is to grant option awards during the first quarter of each year to
reward and recognize performance in the immediately preceding fiscal year. The Boards schedule is
determined several months in advance, and the proximity of any option awards to significant news
announcements or other market events is coincidental. The option awards granted in the first
quarter of 2009 for performance in 2008 have a 2.5 year vesting period and a 3.5 year term.
Vesting requires passage of time and continued affiliation with the Corporation. Vesting does not
require any level of future performance. The option awards were priced at the closing price on the
award date. The Corporation expects future option awards to have similar vesting, terms and
pricing provisions as the awards granted in the first quarter of 2009.
As outlined in their employment agreements, the CEO and CCO are each entitled to a specific
annual option award predicated upon satisfactory performance. Satisfactory performance is
measured against the same factors described previously under the cash bonus section of this
discussion. The following is a summary of the annual maximum and actual awards made to each named
executive officer for the year ended December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
Annual |
|
|
Executive |
|
Maximum Award |
|
Actual Award |
|
Michael W. Clarke |
|
|
10,000 |
|
|
|
10,000 |
|
Robert C. Shoemaker |
|
|
7,000 |
|
|
|
10,000 |
|
Charles Wimer |
|
|
n/a |
|
|
|
3,000 |
|
Dean F. Hackemer |
|
|
n/a |
|
|
|
7,500 |
|
The annual maximum option award amounts for the CEO and CCO were negotiated at the time of
their employment agreements based upon a review of peer companies and industry practices at that
time. Award of the options specified under the employment agreements requires satisfactory
performance. For 2008, Mr. Shoemakers performance exceeded the standard of satisfactory as
evaluated by the Compensation Committee, so he was awarded an additional discretionary award of
3,000 options in recognition of proactive credit management of the Banks portfolio. The awards
for the other named executive officers are predicated upon the Compensation Committees evaluation
of performance of the indicated executive.
Option awards for officers and select employees other than the named executive officers are
administered in a similar manner. The terms are generally the same. The non-executive officer and
employee awards are directed towards line personnel and other key support positions. General
guidelines of annual awards are up to 10% of the employees base salary calculated upon the
aggregate exercise price of the award. Awards are predicated upon the employees specific
performance for the prior year just ended, as well as the overall corporate performance compared
against goal objectives.
All Other Compensation
The Corporation has a 401(k) defined contribution plan available to all employees subject to
qualifications under the plan. The plan allows officers and employees of all levels to contribute
earnings into a retirement account on a pre-tax basis. In addition, it has been the Corporations
practice to make discretionary contributions to the plan. In 2008, the Corporation made
discretionary contributions to participant accounts equal to 50% of the employees contributions.
This element of compensation is designed to reward long-term savings and encourage financial
security. The Corporation thinks it is in its best interest to encourage its employees to attain
long-term financial security through active savings. This compensation benefit is consistent with
that philosophy. Furthermore, an attractive retirement plan helps the Corporation attract and
retain high caliber professionals. In 2008, each of the Corporations named executive officers
participated in the 401(k) plan and received matching contributions that are reported under the
All Other Compensation column of the Summary Compensation Table as well as in the All
Other Compensation table.
21
Certain positions within the Corporation require the Corporations officers and employees to
travel and incur communications costs. The Corporation generally does not provide perquisites such
as Corporation owned vehicles or cellular phones. The Corporation provides its named executive
officers with expense allowances that are commensurate with the requirements of the duties and role
of the individual within the Corporations business and the community. As part of their respective
employment agreements, Messrs. Clarke, Shoemaker and Hackemer each receive a flat dollar amount for
auto expenses and communication expenses. The objective of these types of compensation benefits is
to compensate select employees for use of their personal assets in the discharge of their duties.
The Corporation does not audit the underlying activity so it is possible that actual expenses
incurred by the employee may be more or less than the benefit provided. The amount paid is the
Corporations estimate of the appropriate cost for the indicated service or asset. The aggregate
amount of these benefits is reported on the employees Form W-2 and included in the taxable income
reported by the Corporation for the employee. The actual costs to the Corporation of providing the
auto and communication expense amounts to the Corporations named executive officers for 2008 are
reported under the All Other Compensation column of the Summary Compensation Table as
well as in the All Other Compensation table. In 2009, the Corporations costs to provide
these benefits will be:
|
|
|
|
|
|
|
|
|
|
|
Monthly Expense |
Executive |
|
Auto |
|
Communication |
|
Michael W. Clarke |
|
$ |
700 |
|
|
$ |
100 |
|
Robert C. Shoemaker |
|
$ |
600 |
|
|
$ |
100 |
|
Charles Wimer |
|
|
-0- |
|
|
$ |
100 |
|
Dean F. Hackemer |
|
$ |
500 |
|
|
$ |
100 |
|
The Corporations named executive officers participate in and receive the same health insurance
benefits as all other employees. However, in order to attract and retain high level executives,
the Corporation has found it necessary to pay the amount of the premium that would normally be
payable by the employee. The premiums are reported in the All Other Compensation column of the
Summary Compensation Table as well as in the All Other Compensation table.
Perquisites
The Corporation does not provide any personal benefits to its named executive officers outside
of those discussed above. The Corporation currently does not provide any of the following to any
of its named executives: club memberships not used exclusively for business purposes,
extraordinary life insurance coverage, personal financial or tax advice, personal travel, housing
or living expenses, security services, commuting expenses, or discounts on products or services
that are not generally available to all other employees.
Change In Control Benefits
Change in control benefits for certain named executive officers are detailed under Employment
Agreements and Potential Payments Upon Termination or Change in Control above. This benefit is
designed to compensate executives in the event there is a significant change in the Corporations
business that effectively renders the executives services unnecessary or diminished in stature.
The Corporation has chosen to make this benefit available in order to attract and retain the
executives. Such benefits are customary in the financial services industry and are designed to
provide executives with a liquidity event that can assist them in maintaining their lifestyle while
seeking new employment. The re-employment time for high level executives is generally longer than
for other professionals. This element of compensation is an important long-term compensation
component that facilitates retention in an industry segment that is characterized by high volumes
of merger and acquisition activity.
Potential Payments Upon Termination or Change in Control
The following table shows the estimated payments to or benefits received by each of the named
executive officers upon the following termination events or upon a change of control of the
Corporation, in each case assuming that each termination event or the change in control occurred on
December 31, 2008, and assuming a stock price of $4.79, which was the closing stock price of the
Corporations common stock on December 31,
2008. The amounts reflected in the following table are estimates, as the actual amounts to be paid
to or received by a named executive officer can only be determined at the time of termination or
change in control.
22
At termination a named executive officer is entitled to receive all amounts accrued and vested
under our 401(k) plan according to the same terms as other employees participating in those plans,
so these benefits are not reflected in the table below. A named executive officer is also entitled
to receive amounts earned during his term of employment regardless of the manner in which the named
executive officers employment is terminated. These amounts include earned and unpaid base salary
and vested stock or option awards and are not reflected in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employer termination |
|
|
Employer |
|
|
|
|
|
|
|
|
without cause, |
|
|
termination |
|
|
|
|
|
|
|
|
Employee termination |
|
|
with cause or |
|
|
|
|
|
|
|
|
with good cause, or |
|
|
Employee |
|
|
|
|
|
|
|
|
Employee termination |
|
|
termination |
|
|
Termination as a |
|
|
|
|
|
within 180 days after a |
|
|
without good |
|
|
consequence of |
|
|
|
|
|
change in control |
|
|
reason |
|
|
death or disability |
|
Michael W. Clarke |
|
Post termination compensation |
|
$ |
760,926 |
(1) |
|
$ |
0 |
|
|
$ |
146,063 |
(7) |
|
|
Health care benefits continuation |
|
$ |
16,397 |
(5) |
|
$ |
0 |
|
|
$ |
0 |
|
|
|
Early vesting of unvested options |
|
$ |
0 |
(6) |
|
$ |
0 |
|
|
$ |
0 |
(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Value |
|
$ |
777,323 |
|
|
$ |
0 |
|
|
$ |
146,063 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert C. Shoemaker |
|
Post termination compensation |
|
$ |
381,250 |
(2) |
|
$ |
0 |
|
|
$ |
112,500 |
(7) |
|
|
Health care benefits continuation |
|
$ |
18,656 |
(5) |
|
$ |
0 |
|
|
$ |
0 |
|
|
|
Early vesting of unvested options |
|
$ |
0 |
(6) |
|
$ |
0 |
|
|
$ |
0 |
(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Value |
|
$ |
399,906 |
|
|
$ |
0 |
|
|
$ |
112,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles Wimer |
|
Post termination compensation |
|
$ |
230,000 |
(3) |
|
$ |
0 |
|
|
$ |
67,500 |
(7) |
|
|
Health care benefits continuation |
|
$ |
30,977 |
(5) |
|
$ |
0 |
|
|
$ |
0 |
|
|
|
Early vesting of unvested options |
|
$ |
0 |
(6) |
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Value |
|
$ |
260,977 |
|
|
$ |
0 |
|
|
$ |
67,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dean F. Hackemer |
|
Post termination compensation |
|
$ |
700,000 |
(4) |
|
$ |
0 |
|
|
$ |
420,000 |
(7) |
|
|
Health care benefits continuation |
|
$ |
20,043 |
(5) |
|
$ |
0 |
|
|
$ |
0 |
|
|
|
Early vesting of unvested options |
|
$ |
0 |
(6) |
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Value |
|
$ |
720,043 |
|
|
$ |
0 |
|
|
$ |
420,000 |
|
|
|
|
(1) |
|
Lump sum payment equal to 1.99x 12 month trailing compensation (salary plus bonus). |
|
(2) |
|
Lump sum payment equal to 1.25x 12 month trailing compensation (salary plus bonus). |
|
(3) |
|
Continuation of salary for 1 year, plus bonus earned and unpaid. |
|
(4) |
|
Lump sum payment equal to 1.25x 12 month trailing compensation (salary plus bonus). |
|
(5) |
|
Continuation of medical, life and disability insurance until the expiration date of the
respective employment agreement. |
|
(6) |
|
Options may first be exercised on the date of the change in control. No value is assigned for
accelerated vesting of unvested options because as of December 31, 2008, all unvested options were
underwater. |
|
(7) |
|
Includes any bonus earned and unpaid (2008), plus any bonuses that would have been paid for 6
months following death or disability, which we have assumed to be 50% of the executives 2008
bonus award. |
|
(8) |
|
Options may first be exercised after date of cessation from the Board of Directors due to death
or disability. |
23
Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis
required by Item 402(b) of Regulation S-K with management and, based on such review and discussion,
subsequently recommended to the Board that the Compensation Discussion and Analysis be included in
the Corporations Proxy Statement.
Compensation Committee:
James L. Jadlos (Chair)
J. Randolph Babbitt
John W. Edgemond
Thomas M. Kody
The following table summarizes the total compensation for the year ended December 31, 2008 of
the Corporations Chief Executive Officer, Chief Financial Officer and each of the Corporations
next two most highly compensated executive officers. The Corporation did not have any other
executive officers during 2008. The Corporation refers throughout this Proxy Statement to the
individuals in the following table as the named executive officers.
Summary Compensation Table
Fiscal 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity |
|
Deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
Option |
|
Incentive Plan |
|
Compensation |
|
All Other |
|
|
Name and Principal |
|
|
|
|
|
Salary |
|
Bonus |
|
Awards |
|
Awards |
|
Compensation |
|
Earnings |
|
Compensa- |
|
Total |
Position |
|
Year |
|
($)1,3 |
|
($)1,2 |
|
($) |
|
($)4 |
|
($)1,2 |
|
($) |
|
tion ($)1,5 |
|
($) |
Michael W. Clarke, |
|
|
2008 |
|
|
|
285,000 |
|
|
|
|
|
|
|
|
|
|
|
5,309 |
|
|
|
97,375 |
|
|
|
|
|
|
|
33,747 |
|
|
|
421,431 |
|
President, Chief |
|
|
2007 |
|
|
|
285,000 |
|
|
|
|
|
|
|
|
|
|
|
8,602 |
|
|
|
50,000 |
|
|
|
|
|
|
|
30,256 |
|
|
|
373,858 |
|
Executive Officer |
|
|
2006 |
|
|
|
269,167 |
|
|
|
|
|
|
|
|
|
|
|
586 |
|
|
|
250,000 |
|
|
|
|
|
|
|
27,428 |
|
|
|
547,181 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert C. Shoemaker, |
|
|
2008 |
|
|
|
230,000 |
|
|
|
17,308 |
|
|
|
|
|
|
|
3,716 |
|
|
|
57,692 |
|
|
|
|
|
|
|
34,806 |
|
|
|
343,522 |
|
Executive Vice |
|
|
2007 |
|
|
|
222,000 |
|
|
|
10,632 |
|
|
|
|
|
|
|
6,021 |
|
|
|
39,368 |
|
|
|
|
|
|
|
30,773 |
|
|
|
308,794 |
|
President, Chief |
|
|
2006 |
|
|
|
208,081 |
|
|
|
|
|
|
|
|
|
|
|
390 |
|
|
|
115,000 |
|
|
|
|
|
|
|
25,671 |
|
|
|
349,142 |
|
Credit Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles Wimer, |
|
|
2008 |
|
|
|
185,000 |
|
|
|
12,008 |
|
|
|
|
|
|
|
1,317 |
|
|
|
32,992 |
|
|
|
|
|
|
|
24,439 |
|
|
|
255,756 |
|
Executive Vice |
|
|
2007 |
|
|
|
179,375 |
|
|
|
3,640 |
|
|
|
|
|
|
|
3,237 |
|
|
|
21,362 |
|
|
|
|
|
|
|
20,966 |
|
|
|
228,580 |
|
President, Chief |
|
|
2006 |
|
|
|
164,375 |
|
|
|
5,076 |
|
|
|
|
|
|
|
2,162 |
|
|
|
44,924 |
|
|
|
|
|
|
|
16,629 |
|
|
|
233,166 |
|
Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dean F. Hackemer, |
|
|
2008 |
|
|
|
280,000 |
|
|
|
41,580 |
|
|
|
|
|
|
|
1,593 |
|
|
|
238,420 |
|
|
|
|
|
|
|
34,993 |
|
|
|
596,586 |
|
Senior Vice |
|
|
2007 |
|
|
|
279,453 |
|
|
|
7,500 |
|
|
|
|
|
|
|
7,526 |
|
|
|
|
|
|
|
|
|
|
|
30,939 |
|
|
|
325,418 |
|
President, Access |
|
|
2006 |
|
|
|
266,172 |
|
|
|
|
|
|
|
|
|
|
|
7,023 |
|
|
|
245,000 |
|
|
|
|
|
|
|
27,643 |
|
|
|
545,838 |
|
National Bank;
President, Chief
Executive Officer,
Access National
Mortgage
Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Salaries and other cash compensation are paid by Access National Bank or Access National
Mortgage Corporation. |
|
(2) |
|
Except for the discretionary portions of annual cash bonuses earned during 2008, 2007 and
2006, annual cash bonuses earned under each named executive officers employment agreement
based on an evaluation by the Compensation Committee of performance during 2008, 2007 and
2006, respectively, are reported in this table as Non-Equity Incentive Plan Compensation. |
|
(3) |
|
Also includes any amounts contributed by the executive to the 401(k) plan. |
|
(4) |
|
The amounts in this column reflect the dollar amount recognized for financial statement
reporting purposes for the relevant fiscal year, in accordance with FAS 123(R) of option
awards pursuant to the 1999 Stock Option Plan and thus may include amounts from awards granted
prior to 2008. Assumptions used in the calculation of these amounts are included in footnote
13 to the Corporations audited financial statements for the fiscal year ended December 31,
2008 included in the Corporations Annual Report on Form 10-K filed with the SEC on March 31,
2009. |
|
(5) |
|
The amounts in this column for 2008 are detailed in the All Other Compensation table
below. |
24
All Other Compensation
Fiscal 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auto and |
|
|
|
|
|
Company |
|
|
|
|
Communication |
|
401(k) |
|
Paid |
|
|
|
|
Expense |
|
Employer |
|
Insurance |
|
|
|
|
Allowance |
|
Match1 |
|
Premiums |
|
Total |
Name |
|
($) |
|
($) |
|
($) |
|
($) |
Michael W. Clarke |
|
|
9,600 |
|
|
|
7,750 |
|
|
|
16,397 |
|
|
|
33,747 |
|
Robert C. Shoemaker |
|
|
8,400 |
|
|
|
7,750 |
|
|
|
18,656 |
|
|
|
34,806 |
|
Charles Wimer |
|
|
1,200 |
|
|
|
7,750 |
|
|
|
15,489 |
|
|
|
24,439 |
|
Dean F. Hackemer |
|
|
7,200 |
|
|
|
7,750 |
|
|
|
20,043 |
|
|
|
34,993 |
|
|
|
|
(1) |
|
Reflects amounts paid as 401(k) profit sharing match to participating employees. |
The following table summarizes certain information with respect to incentive-based cash bonus
awards granted to the named executive officers during or for the year ended December 31, 2008 and
reflects the amounts that could have been paid under each such award. The table also reflects
option awards granted to the named executive officers in 2009 based on 2008 performance.
Grants of Plan-Based Awards
Fiscal 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other Option |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other |
|
Awards: |
|
Exercise |
|
Grant Date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Possible Payouts |
|
Stock Awards: |
|
Number of |
|
or Base |
|
Fair Value |
|
|
|
|
|
|
Estimated Possible Payouts Under |
|
Under Equity Incentive Plan |
|
Number of |
|
Securities |
|
Price of |
|
of Stock |
|
|
|
|
|
|
Non-Equity Incentive Plan Awards |
|
Awards |
|
Shares of |
|
Underlying |
|
Option |
|
and Option |
|
|
Grant |
|
Threshold |
|
Target |
|
Maximum1,2 |
|
Threshold |
|
Target |
|
Maximum |
|
Stock or Units |
|
Options |
|
Awards |
|
Awards3 |
Name |
|
Date |
|
($) |
|
($) |
|
($) |
|
(#) |
|
(#) |
|
(#)4 |
|
(#) |
|
(#) |
|
($/Sh) |
|
($) |
Michael W. Clarke |
|
|
01/27/09 |
|
|
|
|
|
|
|
|
|
|
|
285,000 |
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
|
3.99 |
|
|
|
17,300 |
|
Robert C. Shoemaker |
|
|
01/27/09 |
|
|
|
|
|
|
|
|
|
|
|
138,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000 |
|
|
|
3.99 |
|
|
|
5,190 |
|
Robert C. Shoemaker |
|
|
01/27/09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,000 |
|
|
|
|
|
|
|
|
|
|
|
3.99 |
|
|
|
12,110 |
|
Charles Wimer |
|
|
01/27/09 |
|
|
|
|
|
|
|
|
|
|
|
55,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000 |
|
|
|
3.99 |
|
|
|
5,190 |
|
Dean F. Hackemer |
|
|
01/27/09 |
|
|
|
|
|
|
|
|
|
|
|
280,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,500 |
|
|
|
3.99 |
|
|
|
12,975 |
|
|
|
|
(1) |
|
Reflects maximum amount that could be earned as a non-equity incentive award based on 2008
performance. The employment agreements of each of the named executive officers (or
arrangement, in the case of Mr. Wimer) provide for non-equity incentive awards that do not
have a minimum threshold or target payment level. These bonuses can range anywhere from 0 to
a specified percent of the named executive officers salary (see the Cash Bonuses (Non-Equity
Incentive) section of the Compensation Discussion and Analysis for specific percentages for
each executive). |
|
(2) |
|
All of these maximum amounts are percentages of the individuals 2008 base salary. The
actual amount of the award earned was determined by the Compensation Committee and Board of
Directors on January 27, 2009 and paid shortly thereafter and is reported as Non-Equity
Incentive Plan Compensation and in the Bonus column for Messrs. Shoemaker, Wimer and
Hackemer in the Summary Compensation Table on page 24. |
|
(3) |
|
The amounts in this column reflect the grant date fair value of options awarded to each named
executive officer under the 1999 Stock Option Plan for 2008, computed in accordance with FAS
123(R). |
|
(4) |
|
Reflects the maximum number of options to be awarded pursuant to the named executive
officers employment agreement upon satisfactory performance for the year. |
25
The following table includes certain information with respect to all unexercised options held
by the named executive officers at December 31, 2008. On that date, the named executive officers
held no shares of restricted stock.
Outstanding Equity Awards at 2008 Fiscal Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards 1 |
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan |
|
|
|
|
|
|
Number |
|
|
|
|
|
Awards: |
|
|
|
|
|
|
of |
|
Number of |
|
Number of |
|
|
|
|
|
|
Securities |
|
Securities |
|
Securities |
|
|
|
|
|
|
Underlying |
|
Underlying |
|
Underlying |
|
|
|
|
|
|
Unexercised |
|
Unexercised |
|
Unexercised |
|
Option |
|
|
|
|
Options |
|
Options |
|
Unearned |
|
Exercise |
|
Option |
|
|
(#) |
|
(#) |
|
Options |
|
Price |
|
Expiration |
Name |
|
Exercisable |
|
Unexercisable |
|
(#) |
|
($) |
|
Date |
Michael W. Clarke |
|
|
37,206 |
3 |
|
|
|
|
|
|
|
|
|
$ |
3.35 |
|
|
|
06/04/09 |
|
|
|
|
|
|
|
|
10,000 |
2 |
|
|
|
|
|
$ |
9.58 |
|
|
|
07/30/10 |
|
|
|
|
|
|
|
|
7,500 |
4 |
|
|
|
|
|
$ |
6.29 |
|
|
|
07/29/11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert C. Shoemaker |
|
|
27,282 |
3 |
|
|
|
|
|
|
|
|
|
$ |
3.35 |
|
|
|
06/04/09 |
|
|
|
|
|
|
|
|
7,000 |
2 |
|
|
|
|
|
$ |
9.58 |
|
|
|
07/30/10 |
|
|
|
|
|
|
|
|
5,250 |
4 |
|
|
|
|
|
$ |
6.29 |
|
|
|
07/29/11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles Wimer |
|
|
7,314 |
3 |
|
|
|
|
|
|
|
|
|
$ |
3.35 |
|
|
|
06/04/09 |
|
|
|
|
1,500 |
5 |
|
|
|
|
|
|
|
|
|
$ |
7.54 |
|
|
|
01/31/09 |
|
|
|
|
1,500 |
6 |
|
|
|
|
|
|
|
|
|
$ |
6.55 |
|
|
|
03/15/10 |
|
|
|
|
|
|
|
|
2,500 |
2 |
|
|
|
|
|
$ |
9.58 |
|
|
|
07/30/10 |
|
|
|
|
|
|
|
|
1,875 |
4 |
|
|
|
|
|
$ |
6.29 |
|
|
|
07/29/11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dean Hackemer |
|
|
1,000 |
5 |
|
|
|
|
|
|
|
|
|
$ |
7.54 |
|
|
|
01/31/09 |
|
|
|
|
8,000 |
7 |
|
|
|
|
|
|
|
|
|
$ |
6.72 |
|
|
|
11/01/09 |
|
|
|
|
1,000 |
6 |
|
|
|
|
|
|
|
|
|
$ |
6.55 |
|
|
|
03/15/10 |
|
|
|
|
|
|
|
|
2,500 |
2 |
|
|
|
|
|
$ |
9.58 |
|
|
|
07/30/10 |
|
|
|
|
|
|
|
|
2,250 |
4 |
|
|
|
|
|
$ |
6.29 |
|
|
|
07/29/11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
All options were granted under the 1999 Stock Option Plan. All shares underlying options
have been adjusted for all previous stock splits/dividends. |
|
(2) |
|
These options vest on July 30, 2009. |
|
(3) |
|
These options vested on June 4, 2005. |
|
(4) |
|
These options vest on July 29, 2010. |
|
(5) |
|
These options vested on January 31, 2007. |
|
(6) |
|
These options vested on March 15, 2008. |
|
(7) |
|
These options vested on November 1, 2007. |
None of the named executive officers exercised an option or held any restricted stock during 2008.
26
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth information as of December 31, 2008 with respect to
compensation plans under which equity securities of the Corporation are authorized for issuance.
This data does not include the 2009 Stock Option Plan discussed in Proposal Two above because
awards cannot be granted under that plan unless and until it is approved by shareholders at the
2009 Annual Meeting of Shareholders. If the 2009 Stock Option Plan is approved, no further shares
under the 1999 Stock Option Plan, as amended in 2003, will be available for issuance.
Equity Compensation Plan Information (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c) |
|
|
(a) |
|
|
|
|
|
Number of securities |
|
|
Number of securities to be |
|
|
|
|
|
remaining available for future |
|
|
issued upon |
|
(b) |
|
issuance under equity |
|
|
exercise of |
|
Weighted-average exercise |
|
compensation plans |
|
|
outstanding options, |
|
price of outstanding options, |
|
(excluding securities reflected |
Plan category |
|
warrants and rights |
|
warrants and rights |
|
in column (a)) |
Equity compensation
plans approved by
security holders
(2) |
|
|
589,617 |
|
|
|
$ 5.96 |
|
|
|
532,741 |
|
Equity compensation
plans not approved
by security holders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
589,617 |
|
|
|
$ 5.96 |
|
|
|
532,741 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
All share and dollar per share amounts have been adjusted to give effect to the 10-for-1
stock dividend distributed by the Corporation in June 2001, the 3-for-1 stock dividend
distributed in June 2003, and the 2-for-1 stock dividend distributed in December 2005. |
|
(2) |
|
All data relates to the 1999 Stock Option Plan, as amended in 2003. |
Director Compensation
The compensation philosophy and objectives described earlier also apply to the Corporations
non-employee directors. The Corporations general practice is to pay the directors a basic cash
retainer on a quarterly basis that is designed to compensate directors for participation and
execution of their basic duties and responsibilities. Beginning in 2006 (for 2005 performance),
the Compensation Committee also conducts an annual evaluation of performance under criteria similar
to that used for its executive cash bonuses for payment of cash incentives to directors.
Incentives are paid in cash, option awards or some combination thereof.
The Corporation monitors the level of compensation of its non-employee directors in the
aggregate and by element as it compares to the compensation of its CEO. The Corporation believes
the collective responsibility of the directors is commensurate to that of its CEO, although the
duties do not require a full-time level of effort.
In 2008, the directors were paid a basic retainer of $36,000 each, or a collective amount of
$180,000, which equals 63% of the 2008 base salary of the CEO. The Chairman received an additional
retainer of $12,000 for 2008, designed to compensate him for the added responsibilities as
Chairman. These amounts are reflected in the Director Compensation table under the column
Fees Earned or Paid in Cash.
With respect to incentive payment for performance in 2008, the directors were granted stock
option awards of 4,000 each, or 20,000 in the aggregate. The incentive component was paid as a
100% option award in lieu of cash or a combination of cash and option awards in order to most
closely align the directors interests to that of the Corporations shareholders given current
circumstances. In 2008, the Corporations shareholders did not realize any appreciation in the
value of their stock, so it was agreed the directors should not realize current earnings from the
incentive evaluation criteria but rather place the compensation potential on future performance of
the share price over the 2.5 year vesting period. The options awarded for 2008 performance were
granted in January 2009 and have a 2.5 year vesting and 3.5 year term, identical to the terms of
option awards for executives and other employees.
27
The directors agreed to a basic retainer of $36,000 each for fiscal year 2009 to be paid
quarterly, or $180,000 in the aggregate, which equates to 60% of the CEOs base salary for 2009.
Due to the Chairmans resignation effective February 1, 2009, the Corporation expects that only
four non-employee directors will serve for the remainder of 2009 and the total will be $144,000 in
the aggregate, which equates to 48% of the CEOs base salary. The additional retainer for the
Chairman of $1,000 per month was paid in January 2009, but ceased with the resignation of the
Chairman effective February 1, 2009 since the current Chairman is also an employee. At the end of
2009 and into January of 2010, the Compensation Committee expects to evaluate director performance
for incentive awards in connection with 2009 performance and set basic compensation for 2010.
The following table provides compensation information for the year ended December 31, 2008 for
each non-employee member of the Corporations Board of Directors.
Director Compensation
Fiscal 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value and |
|
|
|
|
|
|
Fees Earned |
|
|
|
|
|
|
|
|
|
Non-Equity |
|
Nonqualified |
|
|
|
|
|
|
or Paid in |
|
Stock |
|
Option |
|
Incentive Plan |
|
Deferred |
|
All Other |
|
|
|
|
Cash |
|
Awards |
|
Awards 2, 3 |
|
Compensation |
|
Compensation |
|
Compensation |
|
Total |
Name1 |
|
($) |
|
($) |
|
($) |
|
($) |
|
Earnings |
|
($) |
|
($) |
Jacques Rebibo
Chairman of the Board(4) |
|
|
48,000 |
|
|
|
|
|
|
|
7,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,493 |
|
J. Randolph Babbitt |
|
|
36,000 |
|
|
|
|
|
|
|
7,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,493 |
|
Thomas M. Kody |
|
|
36,000 |
|
|
|
|
|
|
|
7,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,493 |
|
John W. Edgemond |
|
|
36,000 |
|
|
|
|
|
|
|
7,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,493 |
|
James L. Jadlos |
|
|
36,000 |
|
|
|
|
|
|
|
7,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,493 |
|
|
|
|
(1) |
|
Messrs. Clarke and Shoemaker are not included in this table as they are employees of the
Corporation and thus receive no compensation for services as directors on the Corporations
Board. The compensation received by Messrs. Clarke and Shoemaker is shown in the Summary
Compensation Table on page 24. |
|
(2) |
|
Reflects the dollar amount recognized for financial statement reporting purposes for the
fiscal year ended December 31, 2008 in accordance with FAS 123(R) of option awards pursuant
to the 1999 Stock Option Plan, and thus includes amounts from option awards granted prior to
2008. Assumptions used in the calculation of these amounts are included in footnote 13 to the
Corporations audited financial statements for the fiscal year ended December 31, 2008
included in the Corporations Annual Report on Form 10-K filed with the SEC on March 31,
2009. As of December 31, 2008, each non-employee director has the following number of
options outstanding: Rebibo: 71,214; Babbitt: 60,024; Kody: 38,580; Edgemond: 38,581; and
Jadlos: 69,742. |
|
(3) |
|
The grant date fair value of options awarded to each director in 2008, computed in
accordance with FAS 123(R) was $7,078 for each of the directors, for an aggregate amount of
$35,391. |
|
(4) |
|
Mr. Rebibo resigned from the Board on February 1, 2009. Mr. Clarke now serves as the
Chairman of the Board. |
28
The Corporations general practice is to pay directors a quarterly cash retainer (Fees
Earned or Paid in Cash column) in addition to an annual incentive in the form of cash, options
or some combination thereof (Option Awards column).
The Compensation Committee is responsible for establishing and administering director
compensation, and makes recommendations for the same to the Board of Directors for action/approval.
See the Director Compensation and Board Process sections of the Compensation
Discussion and Analysis beginning on page 24 for further details.
Compensation Committee Interlocks and Insider Participation
Members of the Compensation Committee during 2008 were Messrs. Jadlos (Chair), Babbitt,
Edgemond, Kody and Rebibo. Effective with Mr. Rebibos resignation from the Board of Directors on
February 1, 2009, the Compensation Committee is currently composed of Messrs. Jadlos (Chair),
Babbitt, Edgemond and Kody. During 2008, none of our executive officers or employees served as a
member of our Compensation Committee, and no member of our Compensation Committee has previously
served as an executive officer of the Corporation. Further, during 2008 and as of the date of this
Proxy Statement, none of our executive officers:
|
|
|
served on the compensation committee, or other body performing a similar function, of
any entity for which any member of the Compensation Committee served as an executive
officer; |
|
|
|
|
served as a director of any entity for which any member of the Compensation Committee
served as an executive officer; or |
|
|
|
|
served as a member of the compensation committee, or other body performing a similar
function, of any entity for which one of the Corporations directors served as an executive
officer. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Corporation has had, and may be expected to have in the future, banking transactions in
the ordinary course of business with directors, principal officers, their immediate families and
affiliated companies in which they are principal shareholders (commonly referred to as Related
Parties), on the same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with others, and do not present more than the normal risk of
collectability or other unfavorable terms. These persons and firms were indebted to the Corporation
for loans totaling $13,984,000 and $10,062,000 at December 31, 2008 and 2007, respectively. During
2008, total principal additions were $5,200,000 and total principal payments were $1,278,000. The
aggregate amount of deposits at December 31, 2008 and 2007 from directors and officers was
$19,187,000 and $9,333,000, respectively.
Director Thomas M. Kody is married to director James L. Jadlos sister.
The Board of Directors and the Corporation are committed to maintaining the highest legal and
ethical conduct while fulfilling their responsibilities, and recognize that Related Party
Transactions can present potential or actual conflicts of interest and create the appearance that
decisions are based on considerations other than the best interests of the Corporation and its
shareholders. Accordingly, as a general matter, it is the Corporations preference to avoid
Related Party Transactions. Nevertheless, the Corporation recognizes that there are situations
where Related Party Transactions may be in, or may not be inconsistent with, the best interests of
the Corporation and its shareholders, including but not limited to situations where the Corporation
may obtain products or services of a nature, quantity or quality, or on other terms, that are not
readily available from alternative sources or when the Corporation provides products or services to
Related Parties on an arms length basis on terms comparable to those provided to unrelated third
parties or on terms comparable to those provided to employees generally. Therefore, the
Corporation has adopted written procedures for the review and oversight of Related Party
Transactions.
29
Related Parties include directors, director nominees, executive officers, shareholders known
to own 5% or more of the Corporations voting stock, immediate family members of these persons, or
any entity owned or controlled by these persons.
As required under SEC rules, transactions exceeding $120,000 that are determined to be
directly or indirectly material to the Related Party are disclosed in the Corporations Proxy
Statement. The Audit Committee reviews any Related Person Transaction. Any member of the Audit
Committee who is a Related Party with respect to a transaction under review does not participate in
the deliberations or vote on such transaction. Related Party Transactions, as defined by the
Corporations policy, include those that exceed $20,000. It is noted that the definition of
Related Party Transaction, as it relates to SEC and NASDAQ regulations, refers to transactions
exceeding $120,000; however, the Audit Committee has chosen to review and provide oversight to all
transactions over $20,000.
There were no Related Party Transactions in 2008 and are none currently.
Related Party Transactions with respect to routine banking matters are reviewed in accordance
with Regulation O and are not reviewed by the Audit Committee.
AUDIT COMMITTEE
Report of the Audit Committee
The Audit Committee of the Board of Directors of the Corporation, which consists of directors
who meet the independence requirements of the Nasdaq listing standards and applicable SEC
regulations, has furnished the following report:
The Audit Committee assists the Board in overseeing and monitoring the integrity of the
Corporations financial reporting process, its compliance with legal and regulatory requirements
and the quality of its internal and external audit processes. The role and responsibilities of the
Audit Committee are set forth in a written charter adopted by the Board, which is available on the
Corporations website, www.AccessNationalBank.com under Investor Relations Governance
Documents. The Audit Committee reviews and reassesses the charter annually and recommends any
changes to the Board for approval.
The Audit Committee is responsible for overseeing the Corporations overall financial
reporting process. In fulfilling its oversight responsibilities for the financial statements for
fiscal year 2008, the Audit Committee:
|
|
|
Reviewed and discussed the annual audit process and the audited financial statements
for the fiscal year ended December 31, 2008 with management and BDO Seidman, LLP, the
Corporations independent accountants; |
|
|
|
|
Discussed with management, BDO Seidman, LLP and the Corporations internal auditors
the adequacy of the Corporations system of internal controls; |
|
|
|
|
Discussed with BDO Seidman, LLP the matters required to be discussed by Statement on
Auditing Standards No. 61, as amended, relating to the conduct of the audit; and |
|
|
|
|
Received written disclosures and the letter from BDO Seidman, LLP as required by the
applicable requirements of the Public Company Accounting Oversight Board regarding BDO
Seidman, LLPs communications with the Audit Committee concerning independence. The
Audit Committee also discussed with BDO Seidman, LLP its independence. |
The Audit Committee also considered the status of pending litigation, taxation matters and
other areas of oversight relating to the financial reporting and audit process that the Audit
Committee deemed appropriate.
30
As described more fully in its charter, the purpose of the Audit Committee is to assist the
Board in its general oversight of the Corporations financial reporting, internal controls and
audit functions. Management is responsible for the preparation, presentation and integrity of the
Corporations financial statements, accounting and financial reporting principles, internal
controls and procedures designed to ensure compliance with accounting standards, applicable laws
and regulations. The Audit Committee serves in a board-level oversight role, in which it provides
advice, counsel and direction to management and the auditors on the basis of the information it
receives, discussions with management and auditors, and the experience of the Audit Committees
members in business, financial and accounting matters.
Based on the Audit Committees review of the audited financial statements and discussions with
management and BDO Seidman, LLP, the Audit Committee recommended to the Board that the audited
financial statements be included in the Corporations Annual Report on Form 10-K for the fiscal
year ended December 31, 2008 for filing with the Securities and Exchange Commission.
Audit Committee
J. Randolph Babbitt (Chair)
John W. Edgemond
James L. Jadlos
Thomas M. Kody
Independent Registered Public Accounting Firm
Based upon the determination of its Audit Committee, the Corporation has appointed BDO
Seidman, LLP as independent registered public accountant for the current fiscal year ending
December 31, 2009. BDO Seidman also served as the Corporations independent registered public
accountant for the fiscal year ended December 31, 2008. A representative of BDO Seidman, LLP is
expected to be present at the Annual Meeting and will be given the opportunity to make a statement
and respond to appropriate questions from the shareholders.
Audit and Non-Audit Fees
The following table presents the fees for professional audit services rendered by BDO Seidman,
LLP for the audit of the Corporations consolidated financial statements for the fiscal years ended
December 31, 2008 and 2007 and the fees billed for other services rendered to the Corporation and
its subsidiaries by BDO Seidman, LLP during those periods. All services reflected in the following
fee table for 2008 and 2007 were pre-approved in accordance with the policy of the Audit Committee
of the Board of Directors.
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
|
Fees |
|
|
Fees |
|
Audit fees |
|
$ |
223,700 |
|
|
$ |
217,000 |
|
Audit-related fees |
|
$ |
28,260 |
|
|
|
27,550 |
|
Tax fees |
|
$ |
28,400 |
|
|
|
24,300 |
|
All other fees |
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
$ |
280,360 |
|
|
$ |
268,850 |
|
|
|
|
Audit fees: Includes the audit of the Corporations annual financial statements
and internal controls over financial reporting, and review of the financial statements
included in the quarterly reports on Form 10-Q and services that are normally provided in
connection with statutory and regulatory filings. |
|
|
|
|
Audit-related fees: Includes fees related to employee benefit plan audits, HUD
reporting, public deposit reports, and consultation concerning financial accounting and
reporting standards and other related issues. |
|
|
|
|
Tax fees: Includes fees for preparation of federal and state tax returns. |
|
|
|
|
All other fees: None. |
The Audit Committee considers the provision of all of the above services to be compatible with
maintaining the independence of BDO Seidman, LLP, the Corporations independent registered public
accounting firm.
31
Audit Committee Pre-Approval Policies
The Audit Committee is responsible for the appointment, compensation and oversight of the work
performed by the Corporations independent accountants. The Audit Committee, or a designated
member of the Audit Committee, must pre-approve all audit (including audit-related) and non-audit
services performed by the independent accountants in order to assure that the provisions of such
services does not impair the accountants independence. The Audit Committee has delegated interim
pre-approval authority to J. Randolph Babbitt, Chairman of the Audit Committee. Any interim
pre-approval of permitted non-audit services is required to be reported to the Audit Committee at
its next scheduled meeting. The Audit Committee does not delegate its responsibilities to
pre-approve services performed by the independent accountants to management.
OTHER BUSINESS
As of the date of this Proxy Statement, management of the Corporation has no knowledge of any
matters to be presented for consideration at the Annual Meeting other than those referred to above.
If any other matters properly come before the Annual Meeting, the persons named in the
accompanying proxy intend to vote such proxy, to the extent entitled, in accordance with their
best judgment.
SHAREHOLDER PROPOSALS FOR 2010 ANNUAL MEETING
If any shareholder intends to present a proposal to be considered for inclusion in the
Corporations proxy materials in connection with the 2010 Annual Meeting, the proposal must be in
proper form and must be received by the Corporations Secretary at the Corporations principal
office located at 1800 Robert Fulton Drive, Suite 300, Reston, Virginia 20191, on or before
December 16, 2009.
In addition, if a shareholder intends to present a proposal for action at the 2010 Annual
Meeting, the shareholder must provide the Corporation with written notice thereof on or before
March 1, 2010. The proxy solicited by the Board of Directors for the 2010 Annual Meeting will
confer discretionary authority to vote on any shareholder proposal presented at the meeting if the
Corporation has not received notice of such proposal by March 1, 2010, in writing delivered to the
Corporations Secretary.
By Order of the Board of Directors,
Sheila M. Linton
Vice President & Corporate Secretary
A copy of the Corporations Annual Report on Form 10-K (including exhibits) as filed with the
Securities and Exchange Commission for the year ended December 31, 2008 will be furnished without
charge to shareholders upon written request directed to the Corporations Secretary at 1800 Robert
Fulton Drive, Suite 300, Reston, Virginia 20191.
32
APPENDIX A
ACCESS NATIONAL CORPORATION
2009 STOCK OPTION PLAN
ARTICLE I
Establishment, Purpose, and Duration
1.1 Establishment of the Plan. Access National Corporation, a corporation formed
under the laws of the Commonwealth of Virginia (the Company), hereby establishes an incentive
compensation plan for the Company and its Subsidiaries to be known as the Access National
Corporation 2009 Stock Option Plan (the Plan), as set forth in this document. Unless otherwise
defined herein, all capitalized terms shall have the meanings set forth in Section 2.1 herein. The
Plan permits the grant of Incentive Stock Options and Non-Qualified Stock Options to Employees and
the grant of Non-Qualified Stock Options to Non-Employee Directors.
The Company previously adopted the Access National Corporation 1999 Stock Option Plan (as
restated effective April 22, 2003) (the Prior Plan). No new Options will be granted under the
Prior Plan on or after the Effective Date of this Plan. Outstanding Options granted under the
Prior Plan will remain outstanding under the Prior Plan. No Shares authorized under the Prior Plan
will be transferred to or used under this Plan.
1.2 Purpose of the Plan. The purpose of the Plan is to promote the success of the
Company and its Subsidiaries by providing incentives to Employees that will promote the
identification of their personal interest with the long-term financial success of the Company and
its Subsidiaries and with growth in shareholder value. The Plan is designed to provide flexibility
to the Company, including its Subsidiaries, in its ability to motivate, attract, and retain the
services of Employees upon whose judgment, interest, and special effort the successful conduct of
its operation is largely dependent. The Plan is also intended to promote a greater identity of
interest between Directors and the Companys shareholders by increasing the Directors proprietary
interest in the Company through receipt of Awards.
1.3 Effective Date and Duration of the Plan. The Plan shall become effective on May
19, 2009 subject to shareholder approval (the Effective Date) and shall remain in effect, subject
to the right of the Board of Directors of the Company to terminate the Plan at any time pursuant to
Article X herein, until May 18, 2019 (the Term), at which time it shall terminate except with
respect to Awards made prior to, and outstanding on, that date which shall remain valid in
accordance with their terms. No Awards shall be granted under the Plan until the Effective Date.
ARTICLE II
Definitions
2.1 Definitions. Except as otherwise defined in the Plan, the following terms shall
have the meanings set forth below:
(a) Agreement means a written agreement implementing the grant of each Award signed by
an authorized officer of the Company or by a member of the Board or the Committee and by the
Participant.
(b) Award means, individually or collectively, a grant under this Plan of Options.
(c) Award Date or Grant Date means the date on which the grant of an Award is made
under this Plan.
(d) Beneficial Owners shall have the meaning ascribed to such term in Rule 13d-3 under
the Exchange Act.
A1
(e) Board or Board of Directors means the Board of Directors of the Company, unless
otherwise indicated.
(f) Change in Control means the occurrence, after the Effective Date, of either an
Acquisition of Controlling Ownership (as defined in clause (i) below), a Change in the
Incumbent Board (as defined in clause (ii) below), a Business Combination (as defined in
clause (iii) below), or a Liquidation or Dissolution (as defined in clause (iv) below).
(i) Acquisition of Controlling Ownership means the acquisition by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
Person) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 25% or more of either (x) the then outstanding shares of common stock of the
Company (the Outstanding Common Stock) or (y) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the election of
directors (the Outstanding Voting Securities). Notwithstanding the foregoing, for purposes
of this clause (i), the following acquisitions shall not constitute a Change in Control:
(A) any acquisition directly from the Company;
(B) any acquisition by the Company;
(C) any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company; or
(D) any acquisition by any corporation pursuant to a transaction which complies with
paragraphs (A), (B) and (C) of clause (iii) of this Section 2.1(f).
(ii) Change in the Incumbent Board means that individuals who, as of the Effective
Date, constitute the Board (the Incumbent Board) cease for any reason to constitute at
least a majority of the Board. For this purpose, any individual who becomes a director
subsequent to the Effective Date whose election, or nomination for election by the Companys
shareholders, was approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be thereupon considered a member of the Incumbent Board (with his
predecessor thereafter ceasing to be a member), but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other than the
Board.
(iii) Business Combination means the consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the assets of the
Company (a Business Combination) unless all of the following occur:
(A) all or substantially all of the individuals and entities who were the Beneficial
Owners respectively, of the Outstanding Common Stock and Outstanding Voting Securities
immediately prior to such Business Combination beneficially own, directly or indirectly, more
than 60% of, respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Companys assets either
directly or through one or more Subsidiaries, in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the Outstanding Common Stock and
Outstanding Voting Securities, as the case may be,
(B) no Person (excluding any corporation resulting from such Business Combination or any
employee benefit plan (or related trust) of the Company or such corporation resulting from
such Business Combination) beneficially owns, directly or indirectly, 25% or more of,
respectively, the then outstanding shares of common stock of the corporation resulting from
such Business Combination, or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed prior to the
Business Combination, and
A2
(C) at least a majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent Board or were elected
by such majority at the time of the execution of the initial agreement, or of the action of
the Board, providing for such Business Combination.
(iv) Liquidation or Dissolution means the effective date of a complete liquidation or
dissolution of the Company.
(g) Code means the Internal Revenue Code of 1986, as amended from time to time.
(h) Committee means the committee of the Board to administer the Plan pursuant to
Article III herein, which shall consist only of non-employee directors as defined in Rule
16b-3, as amended, under the Exchange Act or any similar or successor rule.
(i) Company means Access National Corporation or any successor thereto as provided in
Article XII herein.
(j) Director means a member of the Board of Directors of Access National Corporation
or any of its Subsidiaries or the group known as the regional or advisory board of the
Company or any Subsidiary (including any division of a Subsidiary).
(k) Disability shall mean the Participants permanent and total disability as defined
by Section 22(e)(3) of the Code.
(l) Effective Date means the date set forth in Section 1.3 of the Plan.
(m) Employee means a common law employee of the Company or its Subsidiaries. Employee
does not include Non-Employee Directors.
(n) Exchange Act means the Securities Exchange Act of 1934, as amended.
(o) Fair Market Value of a Share means the closing market price (that is, the price at
which last traded on the principal U.S. market or quotation system) of the Stock on the
relevant date if it is a trading date or, if not, on the most recent date on which the Stock
was traded prior to such date, as reported by the exchange for the principal U.S. market or
principal quotation system on which the Stock is traded; or if, in the opinion of the
Committee, this method is inapplicable or inappropriate for any reason, the fair market value
as determined pursuant to a reasonable method adopted by the Committee in good faith for such
purpose.
(p) Incentive Stock Option or ISO means an option to purchase Stock, granted under
Article VI or VII herein, which is designated as an Incentive Stock Option or ISO and is
intended to meet the requirements of Section 422 of the Code.
(q) Non-Employee Director means an individual who is a member of the Board of the
Company or a Subsidiary or the group known as the regional or advisory board of the
Company or any Subsidiary (including any division of a Subsidiary) and, in either case, who
is not an Employee.
(r) Non-Qualified Stock Option or NQSO means an option to purchase Stock, granted
under Article VI or VII herein, which is not intended to be an Incentive Stock Option.
(s) Option means an Incentive Stock Option or a Non-Qualified Stock Option.
A3
(t) Participant means an Employee or Non-Employee Director who is granted an Award
under the Plan.
(u) Person shall have the meaning ascribed to such term in Section 3(a)(9) of the
Exchange Act and used in Sections 13(d) and 14(d) thereof, including a group as defined in
Section 13(d).
(v) Plan means the Access National Corporation 2009 Stock Option Plan as described and
as hereafter from time to time amended.
(w) Retirement means the Participants retirement as defined in an employment
agreement between the Company and the Participant or, if no employment agreement is in effect
at the time of termination (or the employment agreement does not define retirement), the
Participants termination of employment on or after the Participant reaches age 65.
(x) Stock or Shares means the common stock of the Company.
(y) Subsidiary means, in the case of ISOs, any subsidiary corporation of the Company
within the meaning of Section 424(f) of the Code (including any entity which becomes a
Subsidiary after the Effective Date of the Plan) and, in the case of NQSOs, any subsidiary
corporation, partnership, limited liability company, joint venture or other trade or business
which is considered to be a single employer together with the Company under Section 414(b) or
(c) of the Code (substituting at least 50% for at least 80% in determining ownership or
control therein).
ARTICLE III
Administration
3.1 The Committee. The Plan shall be administered by the Committee which shall have
all powers necessary or desirable for such administration. The express grant in this Plan of any
specific power to the Committee shall not be construed as limiting any power or authority of the
Committee. In addition to any other powers and, subject to the provisions of the Plan, the
Committee shall have the following specific powers: (i) to determine the terms and conditions upon
which the Awards may be made and exercised; (ii) to determine all terms and provisions of each
Agreement, which need not be identical; (iii) to construe and interpret the Agreements and the
Plan; (iv) to establish, amend or waive rules or regulations for the Plans administration; (v) to
accelerate the exercisability of any Award; and (vi) to make all other determinations and take all
other actions necessary or advisable for the administration of the Plan. Subject to limitations
under applicable law, the Committee is authorized in its discretion to issue Awards and/or accept
notices, elections, consents and/or other forms or communications by Participants by electronic or
similar means, including, without limitation, transmissions through e-mail, recorded messages on
electronic telephone systems, and other permissible methods, on such basis and for such purposes as
it determines from time to time.
3.2 Delegation of Certain Duties. The Committee may in its sole discretion delegate
all or part of its duties and obligations to designated officer(s) to administer the Plan with
respect to Awards to Employees who are not subject to Section 16 of the Exchange Act.
3.3 Selection of Participants. The Committee shall have the authority to grant Awards
under the Plan, from time to time, to such Employees and Non-Employee Directors as may be selected
by it. Each Award shall be evidenced by an Agreement.
3.4 Decisions Binding. All determinations and decisions made by the Board or the
Committee pursuant to the provisions of the Plan shall be final, conclusive and binding.
3.5 Rule 16b-3 Requirements. Notwithstanding any other provision of the Plan, the
Board or the Committee may impose such conditions on any Award, and amend the Plan in any such
respects, as may be required to satisfy the requirements of Rule 16b-3, as amended (or any
successor or similar rule), under the Exchange Act. Any provision of the Plan to the contrary
notwithstanding, and except to the extent that the Committee determines otherwise: (i)
transactions by and with respect to officers and directors of the Company who are subject to
Section 16(b) of the Exchange Act (hereafter, Section 16 Persons) shall comply with any
applicable conditions of Rule 16b-3 and (ii) every provision of the Plan shall be administered,
interpreted and construed to carry out the foregoing provisions of this sentence and any provision
that cannot be so administered, interpreted and construed shall to that extent be disregarded.
A4
3.6 Indemnification. In addition to such other rights of indemnification as they may
have as directors or as members of the Committee and the members of the Committee or their delegate
shall be indemnified by the Company against reasonable expenses, including attorneys fees,
actually and reasonably incurred in connection with the defense of any action, suit or proceeding,
or in connection with any appeal therein, to which they or any of them may be a party by reason of
any action taken or failure to act under or in connection with the Plan or any Award granted or
made hereunder, and against all amounts reasonably paid by them in settlement thereof or paid by
them in satisfaction of a judgment in any such action, suit or proceeding, if such members acted in
good faith and in a manner which they believed to be in, and not opposed to, the best interests of
the Company and its Subsidiaries.
ARTICLE IV
Stock Subject to the Plan
4.1 Number of Shares. Subject to adjustment as provided in Section 4.4 herein, the
maximum aggregate number of Shares that may be issued pursuant to Awards made under the Plan shall
not exceed 975,000. Except as provided in Sections 4.2 and 4.3 herein, the issuance of Shares in
connection with the exercise of, or as other payment for Awards, under the Plan shall reduce the
number of Shares available for future Awards under the Plan.
4.2 Lapsed Awards or Forfeited Shares. If any Award granted under this Plan (for
which no material benefits of ownership have been received) terminates, expires, or lapses for any
reason other than by virtue of exercise of the Award, any Stock subject to such Award again shall
be available for the grant of an Award under the Plan.
4.3 Withholding of Shares as Payment. Any Shares retained by the Company in
satisfaction of payment of the Option Price (as defined in Section 6.3 herein) or withholding taxes
shall be available again for the grant of an Award under the Plan.
4.4 Capital Adjustments. The number and class of Shares subject to each outstanding
Award, the Option Price and the annual limits and the aggregate number and class of Shares for
which Awards thereafter may be made shall be proportionately, equitably and appropriately adjusted
in such manner as the Committee shall determine in order to retain the intrinsic value or
opportunity to reflect any stock dividend, stock split, recapitalization, merger, consolidation,
reorganization, reclassification, combination, exchange of shares or similar event in which the
number or class of Shares is changed. The adjustment shall also be effected so as to comply with
Section 424(a) of the Code and not to constitute a modification within the meaning of Section
424(h) or 409A, as applicable, of the Code.
ARTICLE V
Eligibility
Persons eligible to participate in the Plan include (i) all Employees who are selected for
participation by the Committee in the case of discretionary Awards under the Plan pursuant to
Article VI, and (ii) Non-Employee Directors.
ARTICLE VI
Discretionary Stock Options for Employees
6.1 Grant of Options. Subject to the terms and provisions of the Plan, Options may be
granted to Employees at any time and from time to time as shall be determined by the Committee.
The Committee shall have complete discretion in determining the number of Shares subject to Options
granted to each Participant, provided, however, that (i) no Employee may be granted Options in any
calendar year for more than 50,000 Shares and (ii) that, for ISOs, the aggregate Fair Market Value
(determined at the time the Award is made) of Shares with respect to which any Participant may
first exercise ISOs granted under the Plan during any calendar year may not exceed $100,000 or such
amount as shall be specified in Section 422 of the Code and rules and regulation thereunder.
A5
6.2 Option Agreement. Each Option grant to any Participant shall be evidenced by an
Agreement that shall specify the type of Option granted, the Option Price, the duration of the
Option, the number of Shares to which the Option pertains, any conditions imposed upon the
exercisability of Options in the event of retirement, death, disability or other termination of
employment, and such other provisions as the Committee shall determine. The Agreement shall
specify whether the Option is intended to be an Incentive Stock Option within the meaning of
Section 422 of the Code, or Non-Qualified Stock Option not intended to be within the provisions of
Section 422 of the Code.
6.3 Option Price. The exercise price per share of Stock (Option Price) covered by
an Option granted to a Participant shall be determined by the Committee subject to the following
limitations. The Option Price shall not be less than 100% of the Fair Market Value of such Stock on
the Grant Date. In addition, an ISO granted to an Employee who, at the time of grant, owns (within
the meaning of Section 425(d) of the Code) Stock possessing more than 10% of the total combined
voting power of all classes of Stock of the Company, shall have an Option Price which is at least
equal to 110% of the Fair Market Value of the Stock on the Grant Date.
6.4 Duration of Options. Each Option granted to any Participant shall expire at such
time as the Committee shall determine at the time of grant, provided, however, that no Option shall
be exercisable later than the tenth (10th) anniversary date of its Award Date. In addition, no ISO
granted to an Employee who, at the time of grant, owns (within the meaning of Section 425(d) of the
Code) Stock possessing more than 10% of the total combined voting power of all classes of Stock of
the Company, shall be exercisable later than the fifth (5th) anniversary date of its Award Date.
6.5 Exercisability. Options granted to any Participant under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as the Committee shall
determine, which need not be the same for all Participants. Unless otherwise provided in the
Agreement pursuant to which it is received, each Option shall become exercisable two and one-half
years following its Grant Date, provided however that, unless otherwise provided in the Agreement
pursuant to which it is received, an Option shall be immediately exercisable upon a Change in
Control. Unless otherwise provided in the Agreements pursuant to which they are received, all
Options (whether or not then vested and exercisable) shall be forfeited upon, and no Options may be
exercised after, the Employees termination of employment for any reason.
6.6 Method of Exercise. Options shall be exercised by the delivery of a written
notice to the Company in the form prescribed by the Committee setting forth the number of Shares
with respect to which the Option is to be exercised, accompanied by full payment for the Shares.
The Option Price shall be payable to the Company in full in cash unless the Committee authorizes
payment in another form. The Committee may, in its sole discretion, allow for payment of the
Option Price by cashless or net exercise, by delivery of Shares of Stock valued at Fair Market
Value at the time of exercise, delivery of a recourse promissory note, or by another Committee
approved method or by a combination of the foregoing. As soon as practicable after receipt of
written notice and payment, the Company shall deliver to the Participant, stock certificates in an
appropriate amount based upon the number of Options exercised, issued in the Participants name.
No Participant who is awarded Options shall have rights as a shareholder until the date of exercise
of the Options.
6.7 Restrictions on Stock Transferability. The Committee may impose such restrictions
on any Shares acquired pursuant to the exercise of an Option granted under the Plan as it may deem
advisable, including, without limitation, restrictions under the applicable Federal securities law,
under the requirements of any stock exchange upon which such Shares are then listed or traded and
under any blue sky or state securities laws applicable to such Shares.
A6
6.8 Nontransferability of Options. Except as specifically provided in an Agreement
pursuant to 6.9 below, no Option granted under the Plan may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent
and distribution, and all Options granted under the Plan shall be exercisable during his lifetime
only by such Participant or his guardian or legal representative.
6.9 Transferability of Certain Options. In addition to nontransferable Options, at
the sole discretion of the Committee, Non-Qualified Stock Options may be granted that are
transferable during the lifetime of the Participant, provided that no consideration is paid for the
transfer. The transferee of an Option shall be subject to all restrictions applicable to the
Option prior to its transfer. The Agreement granting the Option shall set forth the transfer
conditions and restrictions. The Committee may impose on any transferable Option and on Stock
issued upon the exercise of any Option such limitations and conditions as the Committee deems
appropriate.
6.10 Repayment of Gain. Unless the Committee provides otherwise in the Agreement
pursuant to which they are received, for Options exercised within 90 days prior to or, to the
extent allowed, at any time after a Participants termination of employment for any reason other
than death, Disability or Retirement, the Participant shall pay to the Company within 10 days of
such termination the amount of any gain realized as a result of such exercise and the Company shall
be entitled to set-off such amount against any amount owed to the Participant by the Company.
ARTICLE VII
Discretionary Options for Directors
7.1 Director Options. Subject to the terms and provisions of the Plan, Options may be
granted to Directors at any time and from time to time as shall be determined by the Committee.
The Committee shall have complete discretion in determining the number of Shares subject to Options
granted to any Participant, provided, however, that no Director may be granted Options in any
calendar year for more than 50,000 Shares (provided that this amount shall be reduced by any
Options granted in the same calendar year to a Director in his capacity as an Employee). Options
granted to Non-Employee Directors shall be designated as Non-Qualified Stock Options. The
provisions of Sections 6.2 through 6.9 shall be applicable to Director Options to the extent
references are to Participant or Participants and not Employee or Employees.
7.2 Forfeiture of Director Options. A Director Option which is not then exercisable
shall be forfeited if the Directors membership on the Board ceases on account of his resignation,
his failure to be reelected due to his unwillingness to stand for reelection or his removal for
cause (as determined by the Committee).
ARTICLE VIII
Change in Control
In the event of a Change in Control, the Committee, as constituted before such Change in
Control, in its sole discretion may, as to any outstanding Award, either at the time the Award is
made or any time thereafter, take any one or more of the following actions: (i) provide for the
acceleration of any time periods relating to the exercise or realization of any such Award so that
such Award may be exercised or realized in full on or before a date initially fixed by the
Committee (assuming the Agreement with respect to the Award does not already provide for such
acceleration); (ii) provide for the purchase or settlement of any such Award by the Company for an
amount of cash equal to the amount which could have been obtained upon the exercise of such Award
or realization of such Participants rights had such Award been currently exercisable or payable;
(iii) make such adjustment to any such Award then outstanding as the Committee deems appropriate to
reflect such Change in Control; or (iv) cause any such Award then outstanding to be assumed, or new
rights substituted therefor, by the acquiring or surviving corporation in such Change in Control.
ARTICLE IX
Modification, Extension and Renewal of Awards
Subject to the terms and conditions and within the limitations of the Plan, the Committee may
modify, extend or renew outstanding Awards, or, if authorized by the Board, accept the surrender of
outstanding Awards (to the extent not yet exercised) granted under the Plan and authorize the
granting of new Awards pursuant to the Plan in substitution therefor, provided that the exercise
price of any Award may not be lowered other than pursuant to Section 4.4 herein and no new or
substituted Award may specify a lower exercise price than the surrendered Award. The Committee may
also modify the terms of any outstanding Agreement. Notwithstanding the foregoing, however, no
modification of an Award shall have the effect of making the Option subject to Code Section 409A
(as described in Section 13.8) and no modification of an Award shall, without the consent of the
Participant, adversely affect the rights or obligations of the Participant.
A7
ARTICLE X
Amendment, Modification and Termination of the Plan
10.1 Amendment, Modification and Termination. At any time and from time to time, the
Board may terminate, amend, or modify the Plan. Such amendment or modification may be without
shareholder approval except to the extent that such approval is required by the Code, pursuant to
the rules under Section 16 of the Exchange Act, by any national securities exchange or system on
which the Stock is then listed or reported, by any regulatory body having jurisdiction with respect
thereto or under any other applicable laws, rules or regulations.
10.2 Awards Previously Granted. No termination, amendment or modification of the Plan
other than pursuant to Section 4.4 herein shall in any manner adversely affect any Award
theretofore granted under the Plan, without the written consent of the Participant.
ARTICLE XI
Withholding
11.1 Tax Withholding. The Company shall have the power and the right to deduct or
withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy
Federal, State and local taxes (including the Participants FICA or other employment tax
obligation) required by law to be withheld with respect to any grant, exercise, or payment made
under or as a result of this Plan.
11.2 Stock Withholding. With respect to withholding required upon the exercise of
Non-Qualified Stock Options or upon the occurrence of any other similar taxable event, Participants
may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in
whole or in part, by having the Company withhold Shares of Stock having a Fair Market Value equal
to the amount required to be withheld. The value of the Shares to be withheld shall be based on
Fair Market Value of the Shares on the date that the amount of tax to be withheld is to be
determined. All elections shall be irrevocable and be made in writing, signed by the Participant
on forms approved by the Committee in advance of the day that the transaction becomes taxable.
ARTICLE XII
Successors
All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall
be binding on any successor to the Company, whether the existence of such successor is the result
of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all
of the business and/or assets of the Company.
ARTICLE XIII
General
13.1 Requirements of Law. The granting of Awards and the issuance of Shares of Stock
under this Plan shall be subject to all applicable laws, rules, and regulations, and to such
approvals by any governmental agencies or self-regulatory organizations (i.e., exchanges or
quotation systems) as may be required.
13.2 Effect of Plan. The establishment of the Plan shall not confer upon any Employee
or Non-Employee Director any legal or equitable right against the Company, a Subsidiary, the Board,
or the Committee, except as expressly provided in the Plan. The Plan does not constitute an
inducement or consideration for the employment of any Employee, nor is it a contract between the
Company or any of its Subsidiaries and any Employee. Participation in the Plan shall not give any
Employee any right to be retained in the service of the Company or any of its Subsidiaries.
Participation in the Plan shall not give any Director any right to be retained as a member of the
Board of the Company or any of its Subsidiaries.
A8
13.3 Creditors. The interests of any Participant under the Plan or any Agreement are
not subject to the claims of creditors and may not, in any way, be assigned, alienated or
encumbered.
13.4 Governing Law. The Plan, and all Agreements hereunder, shall be governed,
construed and administered in accordance with and governed by the laws of the Commonwealth of
Virginia and the intention of the Company is that ISOs granted under the Plan qualify as such under
Section 422 of the Code.
13.5 Severability. In the event any provision of the Plan shall be held illegal or
invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the
Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not
been included.
13.6 Required Exercise or Forfeiture of Options by Regulators. All Options shall
automatically be subject to exercise or forfeiture if the Companys capital falls below its minimum
requirements, as determined by its state or federal primary regulator, and the Companys primary
federal regulator so directs the Company to require such exercise or forfeiture.
13.7 Unfunded Status of Plan. The Plan is intended to constitute an unfunded plan
for incentive compensation.
13.8 Section 409A of the Code. The Plan is designed to be exempt from the provisions
of Section 409A of the Code and applicable regulations issued thereunder (Code Section
409A). The Committee shall interpret and administer the Plan in such manner as to maintain
such exemption and shall have the right to amend the Plan and any outstanding Award Agreement in
such manner as it deems, in its sole discretion, necessary or appropriate to maintain such
exemption. Notwithstanding the foregoing, the Committee shall not be liable to a Participant or
any other person if an Option is subject to Code Section 409A or a Participant or any other Person
is otherwise subject to any additional tax or penalty under Code Section 409A. Each Participant is
solely responsible for the payment of any tax liability (including any taxes and penalties that may
arise under Code Section 409A other than the withholding obligations of the Company) that may
result from an Option.
13.9 Share Certificates and Book Entry. To the extent that the Plan provides for
issuance of stock certificates to represent shares of Stock, the issuance may be effected on a
non-certificated basis to the extent not prohibited by applicable law or the applicable rules of
any stock exchange. Notwithstanding any other provisions contained in this Plan, in its discretion
the Committee may satisfy any obligation to deliver Shares represented by stock certificates by
delivering Shares in electronic form or book-entry credit. If the Company issues any Shares in
electronic form or book-entry credit that are subject to terms, conditions and restrictions on
transfer, a notation shall be made in the records of the transfer agent with respect to any such
Shares describing all applicable terms, conditions and restrictions on transfer.
Adopted by the Board of Directors of Access National Corporation on March 24, 2009 to be effective
on May 19, 2009 subject to shareholders approval.
A9
PLEASE MARK VOTES REVOCABLE PROXY X AS IN THIS EXAMPLE With- For All ACCESS NATIONAL CORPORATION
For hold Except 2009 ANNUAL MEETING ON MAY 19, 2009 1. To elect two (2) Class I directors to serve
until the 2012 Annual Meeting of Shareholders and OR ANY ADJOURNMENT THEREOF until their successors
are elected and qualified, as instructed below. This Revocable Proxy is solicited on behalf of the
Board of Directors. Class I Nominees: The undersigned shareholder of Access National Corporation
(the Corporation) hereby Michael W. Clarke and James L. Jadlos appoints J. Randolph Babbitt and
Robert C. Shoemaker, jointly and severally as proxies, with full power to act alone, and with full
power of substitution to represent the INSTRUCTION: To withhold authority to vote for any
individual nominee, mark undersigned, and to vote all shares of the Corporation standing in the
name of the For All Except and write that nominees name in the space provided below. undersigned
as of April 1, 2009, at the Annual Meeting of Shareholders to be held Tuesday, May 19, 2009, at
4:00 p.m. at the Corporations office located at 1800 Robert Fulton Drive, Reston, Virginia, or any
adjournment thereof, on each of the For Against Abstain following matters: 2. To approve the
Corporations 2009 Stock Option Plan. 3. To transact such other business as may properly come
before the Annual Meeting or any adjournment thereof. This proxy, when properly executed, will be
voted in the manner directed herein by the undersigned shareholder. If no direction is made, this
proxy will be voted FOR the election of all director nominees in Item 1 and FOR the approval of the
Access National Corporation 2009 Stock Option Plan in Item 2. If any other matter shall be brought
before the meeting, the shares represented by this proxy will be voted in the discretion of the
proxy agents. The undersigned acknowledges receipt from the Corporation prior to the Please be sure
to date and sign Date execution of this Revocable Proxy of a Notice of Meeting and of a Proxy
Statement this proxy card in the box below. dated April 15, 2009. NOTE: When shares are held by
joint tenants, both should sign. When signing as attorney, executor, administrator, trustee, or
guardian, please give full title as such. If a corporation, please sign full corporate name by
president or other authorized officer. If a partnership, please sign in partnership name by Sign
above authorized person. Detach above card, sign, date and mail in postage paid envelope provided.
ACCESS NATIONAL CORPORATION PLEASE ACT PROMPTLY SIGN, DATE & MAIL YOUR PROXY CARD TODAY IF YOUR
ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS PORTION
WITH THE PROXY IN THE ENVELOPE PROVIDED. PROXY MATERIALS ARE AVAILABLE ON-LINE AT:
http://www.cfpproxy.com/5610 |