Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
The table below sets forth certain information regarding Board of Directors and Executive Officers of Great Pee Dee Bancorp, Inc. and Sentry Bank & Trust.
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Name
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Age (1)
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Positions
Held in Great Pee
Dee and/or
Sentry
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Director
Since (2)
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Term to
Expire Following
Fiscal
Year
Ending
June 30,
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Shares of
Common Stock
Beneficially
Owned on
October 15, 2007
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Percent
Of Class
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DIRECTORS
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James C. Crawford, III
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51
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Chairman
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1992
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2008
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58,657
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(4)(5)
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3.3
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%
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John S. Long
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53
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President, Chief
Executive Officer and Director
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1998
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2007
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59,980
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(6)(7)
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3.3
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Robert M. Bennett, Jr.
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53
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Director
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2001
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2007
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37,084
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(4)(8)
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2.1
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William R. Butler
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58
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Director
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1992
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2009
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74,537
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(4)(9)(10)
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4.1
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Henry P. Duvall, IV
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76
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Director
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1964
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2007
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28,625
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(4)(11)
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1.6
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H. Malloy Evans, Jr.
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65
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Director
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2000
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2009
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28,473
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(4)(12)
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1.6
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Herbert W. Watts
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63
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Director
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1977
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2008
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126,416
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(13)(14)
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6.9
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EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
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John M. Digby
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61
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Senior Vice President, Chief
Financial Officer and Secretary
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n/a
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n/a
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5,704
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*
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Michael O. Blakeley
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61
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Senior Vice President
of Sentry
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n/a
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n/a
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16,138
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(15)
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*
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All Directors and Executive Officers as a Group (9 persons)
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388,349
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(16)
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21.7
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%
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(2)
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Reflects initial appointment to the Board of Directors of Great Pee Dee or Sentry.
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(3)
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Includes shares owned directly and indirectly.
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(4)
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Includes 9,453 shares held by a deferred compensation plan for the benefit of Messrs. Watts and Long, as to which all non-employee directors (other than Mr. Watts) serve as
trustees.
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(5)
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Includes 3,450 options granted pursuant to the Great Pee Dee Bancorp, Inc. 1998 Stock Option Plan (the Stock Option Plan), which are currently exercisable.
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(6)
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Includes 24,896 options granted pursuant to the Stock Option Plan, which are currently exercisable.
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(7)
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Includes 2,651 shares held by a deferred compensation plan. Mr. Long has pledged 3,467 shares as collateral.
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(8)
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Includes 10,958 options granted pursuant to the Stock Option Plan, which are currently exercisable.
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(9)
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Includes 22,000 shares owned by the Sentry Bank & Trust Foundation, as to which Mr. Butler serves as director.
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(10)
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Includes 9,109 options granted pursuant to the Stock Option Plan, which are currently exercisable.
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(11)
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Includes 7,092 options granted pursuant to the Stock Option Plan, which are currently exercisable.
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(12)
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Includes 11,121 options granted pursuant to the Stock Option Plan, which are currently exercisable.
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(13)
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Includes 36,107 options granted pursuant to the Stock Option Plan, which are currently exercisable.
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(14)
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Includes 6,802 shares held by a deferred compensation plan.
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(15)
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Includes 2,700 options granted pursuant to the Stock Option Plan, which options are currently exercisable.
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(16)
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Includes 105,433 options granted pursuant to the Stock Option Plan, which are currently exercisable. Excludes shares of common stock owned by Great Pee Dees employee stock
ownership plan for the benefit of the employees of Sentry other than executive officers. The employee stock ownership plan Administrative Committee administers the employee stock ownership plan. Under the terms of the employee stock ownership plan,
shares of common stock allocated to the account of employees are voted in accordance with the instructions of the respective employees. Unallocated shares are voted by the employee stock ownership plan trustees in the manner calculated to most
accurately reflect the instructions they have received from the participants regarding the allocated shares, unless their fiduciary duties require otherwise. As of October 15, 2007, the employee stock ownership plan held 148,336 shares of
common stock, of which 78,643 shares have been allocated, including 36,329 shares allocated to the executive officers and included in the above table. The trustees of the employee stock ownership plan are directors of Great Pee Dee.
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2
Directors
The principal occupation during the past five years of each director and executive officer of Great Pee Dee and Sentry is set forth below. All of these individuals have held their present positions for at least five years unless otherwise
stated.
Robert M. Bennett, Jr.
is President of Bennett Motor Company, a General Motors dealership located in Cheraw, South
Carolina.
William R. Butler
is the owner of P&H Pharmacy, a retail pharmacy located in Cheraw, South Carolina. Mr. Butler
is a licensed pharmacist.
James C. Crawford, III
is the retired Chairman and Chief Executive Officer of B.C. Moore and Sons, Inc.,
a department store chain.
Henry P. Duvall, IV
is retired. Prior to his retirement, Mr. Duvall was the President and Chief
Executive Officer of Cheraw Hardware and Supply Company.
H. Malloy Evans, Jr.
is the President of Cheraw Yarn Mill, Inc., a
division of Frontier Spinning where he has been employed since 1971. Mr. Evans is also a past President of the American Yarn Spinners Association.
John S. Long
became Vice President of the Bank in November 1997, Chief Operating Officer in June 1998 and President in January 2003. Mr. Long became Chief Executive Officer of Sentry in January 2004,
Executive Vice President of Great Pee Dee in July 2004, and President and Chief Executive Officer of Great Pee Dee in January 2006. Prior to joining Sentry, Mr. Long was Senior Vice President of The County Bank.
Herbert W. Watts
served as the President and Chief Executive Officer of Great Pee Dee since its formation in 1997 until his retirement in December
2005. Mr. Watts was President and Chief Executive Officer of Sentry from 1981 until January 2003.
Executive Officers Who Are Not Directors
Michael O. Blakeley
has been Senior Vice President of Sentry since May 2000 and serves as city executive of Sentrys office
located in Florence, South Carolina. Before joining Sentry, Mr. Blakeley served as the Vice President and Senior Business Banker of the Pee Dee Region for Wachovia Bank.
John M. Digby
was appointed Senior Vice President and Chief Financial Officer of Sentry in June 2003 and Treasurer and Chief Financial Officer of
Great Pee Dee in July 2004. Mr. Digby was elected Secretary of Great Pee Dee and Sentry in 2005. From 1998 until 2002, Mr. Digby served as the Chief Financial Officer and Treasurer of First Capital Bank, located in Bennettsville, South
Carolina.
Section 16(a) Beneficial Ownership Reporting Compliance
Great Pee Dees common stock, par value $0.01 per share is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934. The
Executive Officers and Directors of Great Pee Dee and beneficial owners of greater than 10% of the outstanding shares of common stock (10% beneficial owners) are required to file reports on Forms 3, 4 and 5 with the Securities and
Exchange Commission disclosing their beneficial ownership and changes in beneficial ownership of the common stock. Securities and Exchange Commission rules require disclosure in the Proxy Statement of the failure of an executive officer, director or
10% beneficial owner of the common stock to file a Form 3, 4 or 5 as required. Based on Great Pee Dees review of ownership reports required to be filed for the year ended June 30, 2007, Director Bennett filed one late Form 4 to report the
sale of 770 shares of common stock by Mr. Bennetts son. Director Duvall filed one late Form 4 to report the sale of 297 shares of common stock. Director Evans filed one late Form 4 to report the purchase of 500 shares of common stock in
February 2007. President, Chief Executive Officer and Director Long filed one late Form 4 to report the gifting of
3
200 shares of common stock. Senior Vice President Blakeley filed one Form 4 to report the sale of 1,000 shares of common stock. Based on Great Pee Dees
review of ownership reports required to be filed for the year ended June 30, 2007, no other Executive Officer, Director or 10% beneficial owner of Great Pee Dees common stock failed to file ownership reports as required.
Code of Ethics
Great Pee Dee has adopted a Code of
Ethics (the Code) that is applicable to the officers, directors and employees of Great Pee Dee, including Great Pee Dees principal executive officer, principal financial officer, principal accounting officer or controller, or
persons performing similar functions. The Code is available on Great Pee Dees website at
http://www.sentrybankandtrust.com
. Amendments to and waivers from the Code will also be disclosed on Great Pee Dees website.
Stockholder Recommendations for Nominees for Directors
There have been no material changes to Great Pee Dees procedures for stockholders to recommend director nominees since these procedures were previously disclosed in the proxy statement for the 2006 annual meeting of stockholders.
Audit Committee
Great Pee Dees
Audit Committee consists of Directors Butler, Bennett and Crawford. Each member of the Audit Committee is considered independent as defined in the Nasdaq corporate governance listing standards and under Securities and Exchange Commission
Rule 10A-3. Each member of the Audit Committee has an understanding of Great Pee Dees financial statements and is financially literate. The Audit Committee has not designated an audit committee financial expert because none of the
independent directors, while financially literate, meet the more stringent requirements necessary for designation as the financial expert.
4
Item 10. Executive Compensation
Executive Compensation
The following table sets forth for the fiscal year ended June 30, 2007
certain information as to the total remuneration paid by Great Pee Dee and Sentry to Mr. Long, who serves as President and Chief Executive Officer, and the two most highly compensated executive officers of Great Pee Dee and Sentry other than
Mr. Long (Named Executive Officers). The column entitled Non-equity incentive plan compensation has been omitted, as no compensation that would be described in such columns was paid to the Named Executive Officers during
the fiscal year ended June 30, 2007. No amounts are included in the Nonqualified deferred compensation earnings column for Mr. Long, as such earnings are not preferential or above market as defined in Securities and
Exchange Commission regulations.
SUMMARY COMPENSATION TABLE
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Name and principal position
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Year
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Salary ($)
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Bonus ($)
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Stock
awards
($)(1)
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Option
awards
($)(2)
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Nonqualified
deferred
compensation
earnings ($)
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All other
compensation
($)(3)
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Total ($)
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John S. Long
President, Chief Executive Officer and Director
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2007
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155,000
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60,000
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4,269
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65,694
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284,963
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John M. Digby
Chief Financial Officer and Treasurer
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2007
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89,000
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14,000
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9,472
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23,920
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136,392
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Michael O. Blakeley
Senior Vice President
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2007
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92,100
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10,000
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32,033
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134,133
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(1)
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Reflects the amount expensed in accordance with Statement of Financial Accounting Standards No. 123(R) during the fiscal year ended June 30, 2007 with respect to stock
awards. For Mr. Digby, 417 stock awards vested during the fiscal year. For a discussion of the expenses related to the stock awards, reference is made to Note I Employee and Director Benefit Plans included in the Audited
Financial Statements filed as part of our Annual Report on Form 10-KSB for the Year Ended June 30, 2007.
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(2)
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Reflects the amount expensed in accordance with Statement of Financial Accounting Standards No. 123(R) during the fiscal year ended June 30, 2007 with respect to awards of
stock options, as well as the total grant-date fair value. For Mr. Long, 2,727 stock options were issued in connection with the exercise of reload options on previously-held stock options. For a discussion of the assumptions used to establish
the valuation of the stock options, reference is made to Note I Employee and Director Benefit Plans included in the Audited Financial Statements filed as part of our Annual Report on Form 10-KSB for the Year Ended June 30,
2007.
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(3)
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Amounts in this column are detailed in the following table. No Named Executive Officer received perquisites that exceeded $10,000 for the year ended December 31, 2007.
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Name
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Perquisites
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Health and
Disability
Insurance
Premiums
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Life
Insurance
Premiums
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Director
Fees
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Employee
Stock
Ownership
Plan
Allocation
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401(k) Plan
Matching
Contributions
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Total all other
compensation
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John S. Long
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$
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6,029
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$
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4,620
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984
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$
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12,000
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$
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34,673
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7,388
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$
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65,694
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John M. Digby
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3,640
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4,473
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588
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12,338
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2,881
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23,920
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Michael O. Blakeley
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6,250
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4,546
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673
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16,508
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40,456
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32,033
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Employment Agreement
.
Sentry has entered into an employment agreement with
Mr. Long that provides for a term of thirty-six months. On each anniversary date, the agreement may be extended for an additional twelve months, so that the remaining term shall be thirty-six months. If the agreement is not renewed, the
agreement will expire thirty-six months following the anniversary date. The current base salary for Mr. Long is $155,000. The
5
base salary may be increased but not decreased. In addition to the base salary, the agreement provides for, among other things, participation in stock
benefit plans and other employee and fringe benefits applicable to executive personnel. The agreement provides for termination by Sentry for cause at any time. In the event Sentry terminates the executives employment for reasons other than for
cause, or in the event of the executives resignation from Sentry upon:
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(i)
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failure to re-elect the executive to his current offices,
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(ii)
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a material change in the executives functions, duties or responsibilities, or relocation of his principal place of employment by more than 30 miles,
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(iii)
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liquidation or dissolution of Sentry, or
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(iv)
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a breach of the agreement by Sentry,
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the executive, or in the event of
death, his beneficiary, would be entitled to a severance payment in an amount equal to three times the annual rate of base salary (which includes any salary deferred at the election or Mr. Long) at the time of termination, plus the highest
annual cash bonus paid to him during the prior three years. Sentry would also continue the executives life, health, dental and disability coverage for the remaining unexpired term of the agreement.
The executives employment may be terminated upon his attainment of normal retirement age (i.e., age 65) or in accordance with any retirement policy
established by Sentry (with executives consent). Upon retirement, the executive will be entitled to all benefits available to him under any retirement or other benefit plan maintained by Sentry. In the event of the executives disability
for a period of six months, Sentry may terminate the agreement provided that Sentry will be obligated to pay the executive his base salary for the remaining term of the agreement or one year, whichever is longer, reduced by any benefits paid to the
executive pursuant to any disability insurance policy or similar arrangement maintained by Sentry. In the event of the executives death, Sentry will pay his base salary to his named beneficiaries for one year following his death, and will also
continue medical, dental, and other benefits to his family for one year.
The employment agreement provides that, following termination of
employment, the executive will not compete with Sentry for a period of one year, provided, however, that in the event of a termination in connection with a change in control, the non-compete provisions will not apply.
In connection with the merger agreement entered into between Great Pee Dee and First Bancorp, upon completion of the merger of Great Pee Dee with and
into First Bancorp, First Bancorp will enter into an employment agreement with John S. Long. The existing employment agreement between Great Pee Dee and Mr. Long will be terminated, and First Bancorp will make a payment to Mr. Long
resulting from this termination. Such payment shall be made in a lump sum of approximately $455,000. In addition, Great Pee Dee will transfer to Mr. Long the title to the automobile being provided to him by Great Pee Dee at the time of
completion of the merger.
Severance Agreement
.
Sentry has entered into a severance agreement with
Mr. Digby that provides for a term of 36 months. Upon the occurrence of a Change in Control of Sentry, as defined in the severance agreement, Sentry shall pay the executive, or in the event of his subsequent death, his beneficiary or
beneficiaries, or his estate, as the case may be, as severance pay, a cash payment equal to three times the sum of:
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(i)
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the highest annual rate of annual salary paid to executive at any time, and
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(ii)
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the greater of (x) the average annual cash bonus paid to executive with respect to the three completed fiscal years prior to the year of the Change in Control, or (y) the
cash bonus paid to executive with respect to the fiscal year ended prior to the year of the Change in Control.
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In connection
with the merger agreement entered into between Great Pee Dee and First Bancorp, upon completion of the merger of Great Pee Dee with and into First Bancorp, Mr. Digbys severance agreement will be terminated and First Bancorp will make a
payment to Mr. Digby resulting from this termination of approximately $303,000, payable in three equal annual installments.
6
First Federal Savings and Loan Association of Cheraw Non-Qualified Supplemental Plan
.
Sentry adopted the First Federal Savings and Loan Association of Cheraw Non-Qualified Supplemental Plan (the Supplemental Plan), originally effective as of December 31, 1997, for the benefit of certain employees designated by the
plan committee whose accruals under the Sentry Bank & Trust Employee Stock Ownership Plan were reduced due to certain tax law limitations. A supplemental 401(k) Plan feature was later added to the Supplemental Plan to provide a benefit to
participants whose contributions to the tax-qualified 401(k) Plan sponsored by Sentry were also reduced due to certain tax law limitations. The Supplemental Plan was frozen effective December 31, 2004, in order to avoid amending the plan to
conform to change in the tax laws under Internal Revenue Code Section 409A.
Participants may elect to defer to the Supplemental Plan
up to 15% of their compensation reduced by the amount the participant elects to defer to the 401(k) Plan. Additional contributions under the Supplemental Plan include supplemental employer matching contributions and supplemental employee stock
ownership plan contributions. Supplemental employee stock ownership plan contributions are equal to the number of shares of Great Pee Dee common stock that the participant would have been allocated under the employee stock ownership plan without
giving effect to the tax law limitations, and the number of shares of Great Pee Dee common stock actually allocated to the participants account under the employee stock ownership plan for the relevant plan year. Supplemental 401(k) Plan
benefits will be distributed at the same time and in the same form as the participants benefits under the 401(k) Plan. Supplemental employee stock ownership plan benefits will generally be paid to the participant in cash or, if elected by the
participant, in shares of Great Pee Dee common stock, at the same time as the participants benefit is distributed under the employee stock ownership plan. Messrs. Watts and Long are the only two participants in the Supplemental Plan. Under the
Supplemental Plan, Mr. Watts vested account balance consists of approximately 2,754 shares of Great Pee Dee common stock, and cash and other investments of approximately $24,000. Mr. Longs vested account balance in the
Supplemental Plan consists of approximately 2,651 shares of Great Pee Dee common stock, and cash and other investments of approximately $32,000. In connection with the merger of Great Pee Dee and First Bancorp, the Supplemental Plan provides for
lump sum distributions to all plan participants.
Employee Stock Ownership Plan
.
In connection with
Sentrys mutual-to-stock conversion, Great Pee Dees Employee Stock Ownership Plan purchased 174,570 shares of the common stock of Great Pee Dee sold in the public offering at a total cost of $1,745,700. The number of shares in the
Employee Stock Ownership Plan increased by approximately 17,000 as a result of the 10% stock dividend in fiscal year 2002. The Employee Stock Ownership Plan executed a note payable to Great Pee Dee for the full price of the shares purchased. The
note is to be repaid over thirty years in quarterly installments of principal and interest. Interest is based upon the prime rate and will be adjusted annually. Dividends, if any, paid on shares held by the Employee Stock Ownership Plan may be used
to reduce the loan. Dividends paid on unallocated shares held by the Employee Stock Ownership Plan are not reported as dividends in the consolidated financial statements. The note may be prepaid without penalty. The unallocated shares of stock held
by the Employee Stock Ownership Plan P are pledged as collateral for the note. The Employee Stock Ownership Plan is funded by contributions made by Sentry in amounts sufficient to retire the debt. At June 30, 2007, the outstanding balance of
the note was approximately $582,000 and was included in unearned compensation as a reduction of stockholders equity.
Shares are
released as the debt is repaid and earnings from the common stock held by the Employee Stock Ownership Plan are allocated among active participants on the basis of compensation in the year of allocation. Benefits become 100% vested after seven years
of credited service. Forfeitures of non vested benefits will be reallocated among remaining participating employees in the same proportion as contributions.
At June 30, 2007, 78,643 shares held by the Employee Stock Ownership Plan have been released or committed to be released to the plans participants for purposes of computing earnings per share. The fair
value of the unallocated shares amounted to approximately $1.1 million at June 30, 2007.
7
Outstanding Equity Awards at Year End
. The following table sets forth information with
respect to outstanding equity awards as of June 30, 2007 for the Named Executive Officers. Columns related to stock awards, have been omitted as inapplicable.
OUTSTANDING EQUITY AWARDS AT JUNE 30, 2007
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Name
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Option awards
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Number of
securities
underlying
unexercised
options
(#)
exercisable (1)
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|
Number of
securities
underlying
unexercised
options
(#)
unexercisable
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|
Equity
incentive plan
awards:
number of
securities
underlying
unexercised
unearned
options (#)
|
|
Option
exercise
price ($)
|
|
Option expiration
date
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John S. Long
|
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24,896
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16.19
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1/7/2009
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John M. Digby
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Michael O. Blakeley
|
|
8,727
|
|
|
|
|
|
12.00
|
|
1/8/2011
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(1)
|
Stock options vested in three equal annual installments beginning one year from the date of grant, which was January 7, 1999 for Mr. Long and January 8, 2001 for
Mr. Blakeley. During the fiscal year ended June 30, 2007, there were no grants of restricted stock or stock options, other than the grant of reload options in connection with the exercise of previously owned stock options for
Mr. Long.
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Great Pee Dee Bancorp, Inc. Long-Term Incentive Stock Benefit Plan
. At Great Pee Dees
2003 annual meeting of stockholders, Great Pee Dees stockholders approved the Great Pee Dee Bancorp, Inc. Long-Term Incentive Stock Benefit Plan (the 2003 Stock Benefit Plan). The 2003 Stock Benefit Plan authorizes the issuance of
up to 88,388 shares of Great Pee Dee common in a combination of stock options, stock appreciation rights, accelerated ownership option rights and stock awards. However, the merger agreement with First Bancorp prohibits Great Pee Dee from issuing
additional securities under the 2003 Stock Benefit Plan.
Upon termination of employment for any reason other than disability, retirement,
change in control, death or termination for cause (as those terms are defined in the 2003 Stock Benefit Plan), an employees stock options will be exercisable only as to those shares immediately purchasable by or vested in the employee at the
date of termination, and such options may be exercised only for three months following termination. All unvested stock awards shall be forfeited. Upon termination because of disability, change in control or death, the employees stock options
will be exercisable as to all shares, whether or not then exercisable, and stock awards will vest as to all shares subject to an outstanding award, whether or not then vested, and options may be exercised for one year (five years in the event of
retirement) following termination. In order to obtain incentive stock option treatment for options exercised by heirs or devisees of an optionee, the optionees death must have occurred while employed or within three months of termination of
employment. In no event will the exercise period extend beyond the expiration of the stock option term. In the event of termination for cause, awards not exercised or vested will expire upon such termination. Upon termination of a directors
service for any reason other than disability, retirement, change in control, death or termination for cause, the directors stock options will be exercisable only as to those shares immediately exercisable by or vested in the director at the
date of termination, and such options may be exercised for one year following termination. All unvested stock awards will be forfeited. Upon termination of a directors service because of disability, change in control or death, the
directors stock options will be exercisable as to all shares, whether or not then exercisable, and stock awards will vest as to all shares subject to an outstanding award, whether or not then vested, and options may be exercised for one year
(five years in the event of retirement) following termination. In no event will the exercise period extend beyond the expiration of the stock option term. In the event of termination for cause, awards will expire upon such termination.
Great Pee Dee Bancorp, Inc. 1998 Recognition and Retention Plan.
At Great Pee Dees 1999 annual meeting of stockholders, Great Pee
Dees stockholders approved the Great Pee Dee Bancorp, Inc. 1998 Recognition and Retention Plan (the RRP). Under the RRP, 88,874 shares of common stock were reserved for issuance to key officers and directors with vesting of the
awards determined at the time of the grant. All shares previously granted under the RRP have fully vested. As of June 30, 2007, 81,392 shares had been granted under the RRP. The merger agreement with First Bancorp prohibits Great Pee Dee from
issuing additional securities under the RRP.
8
Great Pee Dee Bancorp, Inc. 1998 Stock Option Plan.
At Great Pee Dees 1999 annual
meeting of stockholders, Great Pee Dees stockholders approved the Great Pee Dee Bancorp, Inc. Stock Option Plan (the Stock Option Plan). The Stock Option Plan provides for the issuance to directors, officers and employees of Sentry
options to purchase up to 242,233 shares of common stock. As of June 30, 2007, 234,999 options had been granted under the Stock Option Plan. The merger agreement with First Bancorp prohibits Great Pee Dee from issuing additional options under
the Stock Option Plan.
Options granted to directors, executive officers, and employees vest over terms up to three years. All options will
expire if not exercised within ten years from the date of grant. If an individual to whom an option or right was granted ceases to maintain continuous service for any reason (excluding death or disability, and termination of employment by Great Pee
Dee or any affiliate following a change in control or for cause (as those terms are defined in the Stock Option Plan)), such individual may, but only for a three month period immediately following cessation of continuous service and in no event
after the expiration date of such option or right, exercise such option or right to the extent that such individual was entitled to exercise such option or right at the date of cessation. If an individual to whom an option or right was granted
ceases to maintain continuous service by reason of death or disability, or following a change in control, then, generally, all options and rights granted and not fully exercisable shall become exercisable in full upon the happening of such event and
shall remain exercisable for a one year period.
Following the disability or death of any individual who has received an option, Great Pee
Dee may, upon request by the option holder, elect to pay to the holder an amount of cash equal to the amount by which the market value of the shares covered by the option on the date of termination of employment or service exceeds the exercise
price, multiplied by the number of shares with respect to which such option is properly exercised. If the continuous service of an individual to whom an option or right was granted by Great Pee Dee is terminated for cause, all rights under such
option or right shall expire immediately upon the effective date of such termination.
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Directors Compensation
The following table sets forth for the fiscal year ended June 30, 2007 certain information as to the total remuneration we paid to our directors other than Mr. Long. Compensation paid to Mr. Long
for his services as a Director is included in Executive CompensationSummary Compensation Table. The columns entitled Stock awards, Option awards and Non-equity incentive plan compensation have
been omitted, as no compensation that would be described in such columns was paid to the Named Executive Officers during the fiscal year ended June 30, 2007. No amounts are included in the Nonqualified deferred compensation earnings
column as such earnings are not preferential or above market as defined in Securities and Exchange Commission regulations.
DIRECTOR COMPENSATION TABLE
FOR THE YEAR ENDED JUNE 30, 2007
|
|
|
|
|
|
|
Name
|
|
Fees earned
or paid in
cash
($)
|
|
Nonqualified
deferred
compensation
earnings ($)
|
|
Total ($)
|
Robert M. Bennett, Jr. (1)
|
|
15,450
|
|
|
|
15,450
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William R. Butler (2)
|
|
13,800
|
|
|
|
13,800
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James C. Crawford, III (3)
|
|
27,900
|
|
|
|
27,900
|
Henry P. Duvall, IV (4)
|
|
13,800
|
|
|
|
13,800
|
H. Malloy Evans, Jr. (5)
|
|
14,550
|
|
|
|
14,550
|
Herbert W. Watts (6)
|
|
16,950
|
|
|
|
16,950
|
(1)
|
At June 30, 2007, Mr. Bennett. had 10,958 stock options outstanding with a weighted average strike price of 16.21 per stock option.
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(2)
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At June 30, 2007, Mr. Butler had 9,109 stock options outstanding with a weighted average strike price of 17.41 per stock option.
|
(3)
|
At June 30, 2007, Mr. Crawford had 3,450 stock options outstanding with a weighted average strike price of 17.50 per stock option.
|
(4)
|
At June 30, 2007, Mr. Duvall had 7,092 stock options outstanding with a weighted average strike price of 16.20 per stock option.
|
(5)
|
At June 30, 2007, Mr. Evans had 11,121 stock options outstanding with a weighted average strike price of 13.22 per stock option.
|
(6)
|
At June 30, 2007, Mr. Watts had 36,107 stock options outstanding with a weighted average strike price of 16.73 per stock option.
|
Sentry pays an $850 monthly retainer to each of its directors, except for the Chairman, who is paid a $1,750 monthly retainer. Each director is also paid
$150 for each meeting attended. Great Pee Dee does not pay fees to its directors. Directors are also eligible to participate in stock benefit plans described under Executive Compensation. During the year ended June 30, 2007, there
were no grants of restricted stock or stock options to directors, other than the grant of reload options in connection with the exercise of previously owned stock options.
First Federal Savings and Loan Association of Cheraw Restated Non-Qualified Deferred Compensation Plan
. Sentry adopted the First Federal
Savings and Loan Association of Cheraw Restated Non-Qualified Deferred Compensation Plan, which was initially effective December 12, 1977 and was subsequently restated effective as of November 10, 1997 (the 1977 Plan), for the
benefit of certain employees designated by the Board of Directors to participate. The 1977 Plan was frozen effective December 31, 2004, in order to avoid amending the plan to conform to changes in the tax laws under Code Section 409A.
Under the 1977 Plan, participants may elect to defer any portion of their compensation by submitting a participation agreement to the plan committee in the calendar year prior to the calendar year in which such deferrals were to commence. Amounts
deferred under the 1977 Plan are credited to individual accounts and are credited with interest or earnings attributable to investments made or deemed to be made on behalf of each participant. In addition to participants elective deferral
contributions, Sentry may make discretionary contributions to participants accounts in such amounts as it deems appropriate. In the event of a participants termination of employment for any reason, Sentry will pay a benefit equal to the
amount credited to the participants account, in 120 approximately equal monthly installments over a 10-year period. Payments are generally distributed in cash or, if the participants account is primarily invested in shares of common
stock, benefits may be distributed in-kind, in 10 annual installments. Prior to commencement of distributions from the plan, a participant may request a lump distribution of his account balance. Lump sum distributions are made at the
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discretion of the committee. Mr. Watts, who is the only participant in the 1977 Plan, has a vested interest in 4,048 shares of Great Pee Dee common
stock under the 1977 Plan, and two annuities valued at approximately $220,000 and $160,000, respectively. In connection with the merger of Great Pee Dee and First Bancorp, First Bancorp has agreed to assume and honor the terms of the 1977 Plan.
Great Pee Dee Bancorp, Inc. and Sentry Bank and Trust 2005 Deferred Compensation Plan for Directors; Great Pee Dee Bancorp, Inc. and
First Federal Savings and Loan Association of Cheraw Deferred Compensation Plan for Directors
. Great Pee Dee and Sentry adopted the Great Pee Dee Bancorp, Inc. and First Federal Savings and Loan Association of Cheraw Deferred Compensation
Plan for Directors effective as of March 25, 2002 (the 2002 Plan), which 2002 Plan was frozen, effective December 31, 2004, in order to avoid amending the 2002 Plan to conform to changes in the tax laws under Internal Revenue
Code Section 409A. Great Pee Dee and Sentry subsequently adopted the Great Pee Dee Bancorp, Inc. and Sentry Bank and Trust 2005 Deferred Compensation Plan for Directors as a replacement to the 2002 Plan, effective as of January 1, 2005
(the 2005 Plan). The 2005 Plan was drafted in a manner intended to comply with the provisions of Internal Revenue Code Section 409A. The general features of the 2002 Plan and the 2005 Plan are similar, except for certain provisions
affected by Internal Revenue Code Section 409A. Under the 2002 Plan, Messrs. Crawford, Bennett, Jr., Evans, Jr. and Butler have vested account balances of approximately $36,000, $32,000, $48,000 and $31,000, respectively. In connection with the
merger of Great Pee Dee and First Bancorp, the 2002 Plan will be terminated and all participants in the 2002 Plan will receive distributions of their account balances in three equal annual installments.
The 2005 Plan provides that each director of Sentry and Great Pee Dee has the right to elect to defer the receipt of all or any part of his board or
committee fees or retainer to which he would ordinarily be entitled during a plan year. A director is fully vested at all times in the amount of compensation he elects to defer and earnings thereon. The plan committee periodically determines a rate
of interest to accrue on each directors account or determines the investments in which the directors account are deemed to be invested. Compensation deferred under the 2005 Plan and earnings thereon are payable upon the directors
separation from service, death, disability, or upon a change in control. Such payment will be made in the form selected by the director in his deferral agreement, either in a lump sum or in monthly or annual installments payable over a period of
three to 15 years, as elected by the director. Distributions will generally be made in cash or to the extent invested in shares of Great Pee Dee common stock, the portion so invested will be distributed in such common stock. In the event of a
directors death prior to termination of service, payment of benefits will be made in a lump sum unless the director elected another form of distribution in his deferral agreement. In the event a director has suffered an unforeseeable
emergency, the plan committee may, in its discretion, make a distribution from the directors account prior to the time specified for payment of benefits under the plan. As of the year ended June 30, 2007, two directors were making
deferrals under the 2005 Plan. Messrs. Watts and Evans, Jr., have vested account balances of approximately $1,000 and $34,000, respectively, under this plan. In connection with the merger of Great Pee Dee and First Bancorp, Mr. Watts has
elected to receive a lump sum distribution of his account balance and Mr. Evans, Jr., has elected to receive his account balance in installments over a three-year period. Following the distribution of assets thereunder, the 2005 Plan will be
terminated.
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