FCCO » Topics » Item 1.01 - Entry into a Material Definitive Agreement.

This excerpt taken from the FCCO 8-K filed Oct 4, 2006.

Item 1.01 - Entry into a Material Definitive Agreement.

        On September 30, 2006, the board of directors of First Community Corporation (the “Company”) approved the First Community Corporation 2006 Non-Employee Director Deferred Compensation Plan. The following summary of the material features of the plan is qualified in its entirety by reference to the provisions of the plan and form agreement, which are attached to this report as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

Purpose and Eligibility

        The purpose of the plan is to further long-term growth of the Company by allowing non-employee directors to defer receipt of certain compensation, keeping their financial interests aligned with the Company, and providing them with a long-term incentive to continue providing services to the Company. The plan is intended to comply with Section 409A of the Internal Revenue Code.

Administration

        The plan is administered by the board of directors, which has the authority to control and manage the operation and administration of the plan.

Deferral of Cash Compensation and Awards

        On or before December 31 of any calendar year, participants may elect to defer all or any part of annual retainer fees payable in respect of the following calendar year to the participant for his or her service on the board of directors or any committee of the board of directors. Deferred compensation will be credited to the non-employee director’s account as of the date on which it would have been paid had it not been deferred. Deferral elections are irrevocable and expire at the end of each plan year.

Deferred Compensation Account

        The Company will maintain a stock unit account for each participant. A number of deferred stock units will be credited to the participant’s account at the time such compensation would otherwise have been payable absent the election to defer equal to (i) the otherwise payable amount divided by (ii) the fair market value of a share of common stock on the last trading day preceding the credit date. In addition, on each date on which a cash dividend is payable on the Company’s common stock, the participant’s account will be credited with a number of deferred stock units equal to (i) the per share cash dividend times the number of deferred stock units then credited to the account, divided by (ii) the fair market value of a share of common stock on the last trading day preceding the dividend payment date. Accounts will be credited with fractional deferred stock units, rounded to the third decimal place. A participant will be fully vested in that portion of his or her account attributable to deferred cash compensation at all times.

        The Company will be under no obligation to establish a fund or reserve in order to pay the benefits under the plan and has not segregated or earmarked any shares or any of its assets for the benefit of any participant. Deferred stock units will not constitute options or rights to purchase shares of common stock.



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Distributions

        In general, a participant’s vested account balance will be distributed in a lump sum of the Company’s common stock on the 30th day following termination of service on the board and on the board of directors of all of the Company’s subsidiaries, including termination of service as a result of death or disability. In the event of a change in control, a participant’s vested account balance will be distributed in a lump sum of the Company’s common stock within 60 days after the change in control.

        No other withdrawal may be made from a participant’s account except for an unforeseeable emergency as defined in the plan. In the event of an unforeseeable emergency, a participant will receive a number of shares of common stock in exchange for his or her deferred stock units up to the amount reasonably necessary to satisfy the emergency need (which may include amounts necessary to pay applicable taxes or penalties reasonably anticipated to result from the distribution). Unforeseeable emergency is defined under the plan to mean a severe financial hardship of the participant or his or her beneficiary resulting from (i) an illness or accident, (ii) a loss of property due to casualty, or (iii) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the participant, all as determined in the sole discretion of the board of directors in compliance with Internal Revenue Code Section 409A.

Amendment and Termination

        The plan may be amended or modified at any time by the board of directors, but no amendment or modification may adversely affect a participant’s rights with respect to amounts accrued in his or her account without such participant’s consent

This excerpt taken from the FCCO 8-K filed Aug 3, 2006.

Item 1.01 –  Entry into a Material Definitive Agreement.

        On August 2, 2006, First Community Bank, NA (the “Bank”), the wholly-owned operating subsidiary of First Community Corporation, entered into the First Community Bank, NA Salary Continuation Agreement with executive officers Robin Brown, Michael Crapps, James Leventis, J. Ted Nissen, David Proctor, and Joseph Sawyer. The salary continuation agreements provide for an annual supplemental retirement benefit to be paid to each of the executives, commencing at the specified normal retirement age and payable in monthly installments for a prescribed number of years. Each executive will also receive this benefit if his or her employment is terminated following a change in control (as defined in each executive’s employment agreement). The following table sets forth the payment terms for each executive.

Name Normal Retirement Age Annual Benefit Years of Annual Benefit
 
Robin Brown           62   $45,900         15  
Michael Crapps         65   $137,300         15  
James Leventis         72   $30,100         10  
J. Ted Nissen         65   $47,800         15  
David Proctor         65   $62,900         15  
Joseph Sawyer         65   $55,500         15  

        If the executive dies after separation of service but before his annual supplemental benefit commences, the executive’s benefit will be paid to his or her beneficiaries, beginning with the month following the Bank’s receipt of a copy of the executive’s death certificate. If the executive dies after his or her benefit has commenced, the remaining benefits will be paid to the executive’s beneficiaries at the same time and in the same amounts that would have been distributed to the executive had he or she survived. If the executive dies during active service, 100% of his or her accrual balance (as defined in the salary continuation agreement) will be paid in a lump sum to his or her beneficiaries.

        If the executive experiences a disability that results in separation of service prior to the normal retirement age, the executive will be entitled to 100% of his or her accrual balance determined as of the end of the plan year preceding termination.

        If the executive is terminated without cause (as defined in each executive’s employment agreement), the executive is entitled to the 100% of his or her accrual balance determined as of the end of the plan year preceding such termination. For Mr. Leventis, this benefit is determined by vesting him in 33 1/3% of the accrual balance at the end of the first plan year, and an additional 33 1/3% of said amount at the end of each succeeding year thereafter until he becomes 100% vested in the accrual balance. For Messrs. Crapps, Nissen, Proctor, and Sawyer and Ms. Brown, this benefit is determined by vesting the executive in 10% of the accrual balance at the end of the first plan year, and an additional 10% of said amount at the end of each succeeding year thereafter until the executive becomes 100% vested in the accrual balance.

        To offset the annual expense accruals for the benefits payable to the executives under the salary continuation agreements, the Bank acquired bank-owned life insurance (“BOLI”). It is anticipated that the BOLI will provide full cost recovery of the benefits paid to the executives under the salary continuation agreements upon their deaths.

        The foregoing summary of the material features of the salary continuation agreements are qualified in its entirety by reference to the provisions of the agreements, the form of which is attached as Exhibit 10.1 to this report, and incorporated herein by reference.


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This excerpt taken from the FCCO 8-K filed Jan 20, 2006.

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

On January 19, 2006, First Community Corporation (“First Community”), the parent holding company for First Community Bank, entered into an agreement and plan of merger (the “Agreement”) with DeKalb Bankshares, Inc. (“DeKalb”), the parent holding company for The Bank of Camden.  Pursuant to the agreement, DeKalb will be merged with and into First Community and The Bank of Camden will be merged with and into First Community Bank.  Each share of DeKalb common stock will be converted into the right to receive $3.875 in cash and 0.60705 shares of First Community common stock.  Assuming no DeKalb shareholders exercise dissenters’ rights, and assuming the total number of outstanding shares of DeKalb common stock immediately prior to the effective time is 610,139, First Community will issue an aggregate of 370,384 shares of stock and $2,364,289 in cash.  The boards of directors of both parties have approved the merger agreement, and the merger agreement and the transactions contemplated thereby are subject to the approval of the shareholders DeKalb, regulatory approvals, and other customary closing conditions.  The foregoing description of the merger agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the merger agreement, which is set forth below as Exhibit 2.1 hereto and is incorporated herein by reference.

 

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

 

First Community and DeKalb Bankshares will be filing relevant documents concerning the transaction with the Securities and Exchange Commission, including a registration statement on Form S-4 which will include a proxy statement/prospectus.  Shareholders will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about First Community and DeKalb Bankshares, at the Securities and Exchange Commission’s internet site (http://www.sec.gov).  Copies of the proxy statement/prospectus and the filings with the Securities and Exchange Commission that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to First Community Corporation, 5455 Sunset Blvd., Lexington, South Carolina 29072, Attention: Michael C. Crapps, or DeKalb Bankshares, Inc., 631 West DeKalb Street, Camden, South Carolina 29020, Attention: William C. Bochette III.

 

SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

 

The directors and executive officers of First Community and DeKalb Bankshares and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information regarding First Community’s directors and executive officers is available in its definitive proxy statement (form type DEF 14A) filed with the SEC on April 15, 2005. Information regarding DeKalb Bankshares’ directors and executive officers is available in its definitive proxy statement (form type DEF 14A) filed with the SEC on March 8, 2005.  Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

 

This excerpt taken from the FCCO 8-K filed Jan 20, 2006.

ITEM 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Acceleration of Options

        The Financial Accounting Standards Board recently published Statement of Financial Accounting Standards No. 123 (Revised 2004), “Share-Based Payment” (“SFAS 123R”). SFAS 123R, which is effective for the fiscal year beginning January 1, 2006 of First Community Corporation (the “Company”), will require that the fair value of share-based payments to employees, including stock options, be recognized as compensation expense in the statement of income in the financial statements. Accordingly, the Company will implement the revised standard on January 1, 2006. Currently, the Company accounts for its share-based payment transactions under the provisions of APB 25, under which it has not recognized any compensation expense for its stock option grants.

        The board of directors upon recommendation of the Human Resources Committee approved accelerating the vesting of 67,000 unvested stock options. The accelerated vesting will be effective as of December 31, 2005. All of the other terms and conditions applicable to the outstanding stock options will remain unchanged.

        The decision to accelerate vesting of these options will avoid recognition of pre-tax compensation expense by the Company upon the adoption of SFAS 123R. In the Company’s view, the future compensation expense could outweigh the incentive and retention value associated with the stock options. The future pre-tax compensation expense that will be avoided, based upon the effective date of January 1, 2006, is expected to be approximately $123,000, $76,000 and $45,000 in fiscal years 2006, 2007 and 2008, respectively.

The Company intends to disclose the pro-forma effect of the Acceleration in its audited consolidated financial statements for the fiscal year ending December 31, 2005, that will be contained in its 2005 Annual Report to shareholders, as permitted under applicable transition guidance relating to SFAS 123R.




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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




Dated:  January 20, 2006
FIRST COMMUNITY CORPORATION


By:  /s/ Joseph G. Sawyer               
       Joseph G. Sawyer
        Chief Financial Officer



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This excerpt taken from the FCCO 8-K filed Sep 15, 2005.

ITEM 1.01.   Entry into a Material Definitive Agreement

        Mr. Sligh will continue to assist the Company and the Bank in the areas of asset, liability and funds management pursuant to an Employment, Consulting, and Non-Compete Agreement dated April 12, 2004 that was amended on September 14, 2005 (the “Agreement”). The Agreement provides that Mr. Sligh will provide consulting services to the Bank and the Company for a period of two years (the “Consulting Period”). During the Consulting Period, the Bank will pay Mr. Sligh an annual consulting fee of $180,000 on a monthly basis in accordance with the Bank’s standard payroll practices. Upon the expiration of the Consulting Period, the Bank will pay to Mr. Sligh the sum of $180,000 per year for three years payable on a monthly basis in accordance with the Bank's standard payroll practices for complying with certain restrictive covenants. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which is set forth below as Exhibit 10.1 hereto and is incorporated herein by reference.

        Mr. Sligh's commented on the announcement by saying, "This change provides me with the ideal arrangement which allows me to continue my association with First Community Bank while allowing me the flexibility to pursue other personal and professional interests.” Sligh continued, “I remain excited about the strategic direction of First Community Bank and look forward to being a part of its future success and prosperity.” Mike Crapps, President and Chief Executive Officer of First Community Bank said, “We wish Steve well as he makes this transition.” Crapps quickly added, “We are excited that we will continue to benefit from Steve's expertise and guidance in the areas of asset and liability management as well as with investment strategies for the bond portfolio and we look forward to our continued association.”

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