EX-10.6 2 exhibit106.htm EXHIBIT 10.6
1
Exhibit 10.6.
Form of Participant Agreement for Long-Term
Incentive Plan
PARTICIPANT
AGREEMENT
[NAME, TITLE]
This
Participant
Agreement
(the “Agreement”)
is made
as of
the
[DAY]
day
of
[MONTH],
[YEAR],
between
Capital
City
Bank
Group,
Inc.,
a
Florida
corporation
(the
“Company”),
and
[NAME]
(“Participant”).
Capitalized
terms
used
and
not
otherwise defined herein shall have
the meanings attributed thereto in
the Capital City Bank Group,
Inc. 2021 Associate Incentive
Plan (the “Plan”).
WHEREAS
, the Participant is a key
officer or associate of the Company or
one of its subsidiaries who has been
selected
to
receive
an
Award
of
Performance
Share
Units
under
the
Plan
by
the
Compensation
Committee
of
the
Company’s
Board
of
Directors (the “Committee”).
NOW,
THEREFORE
, in
consideration of
the premises
and the
mutual covenants
contained herein,
and for
other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1.
Grant.
(a)
Performance
Share
Units.
Upon
the
execution
of
this
Agreement,
the
Committee
hereby
grants
the
Participant an Award
of up to
[NUMBER] Performance
Share Units, to
be payable in
one installment, upon
the attainment of
the
performance goals set
forth in Exhibit
A and subject
to the terms
and conditions of
this Agreement and
the Plan.
Upon issuance,
the Performance Share Units shall be immediately converted to shares (the
“Shares”) of Common Stock of the Company.
(b)
Cash.
Upon
the
execution
of
this
Agreement,
the
Committee
hereby
grants
the
Participant
a
Cash
Award
of up to
$[NUMBER], to be
payable in one
installment, upon
the attainment of
the performance
goals set forth
in Exhibit
A and subject to the terms and conditions of this Agreement and the Plan.
2.
Earnings Goals.
The Performance
Share Units
are hereby
awarded on
the basis,
and Shares
shall be
issued at
the time of
achievement, of the
earnings goals for
such Performance
Share Units set
forth on Exhibit
A (“Earnings Goals”).
The
Shares
shall
not
be
issued,
and
Participant
shall
lose
all
rights
to
same,
if
(i)
the
Earnings
Goals
set
forth
on
Exhibit
A
and
applicable to those issuances
are not met, (ii) the
Company reports negative
earnings for the calendar
year (no Performance Share
Units shall
be issued
for that
calendar year
and all
rights to
same shall
be forfeited),
or (iii)
prior to
the award
date, Participant
ceases to
be employed
by the
Company or
any subsidiary
for any
reason, including
death, disability
or voluntary
or involuntary
termination, with
or without
cause, or
is employed
in a
capacity of
lesser responsibility
within the
Company or
Subsidiary from
that now occupied
by Participant.
The failure
to meet an
Earnings Goal in
one calendar year
will not affect
the prior issuance
of
Shares pursuant to a previously satisfied Earnings Goal.
3.
Representations and Warranties
of the Participant.
The Participant represents, warrants and covenants that:
(a)
Knowledge
and
Experience.
The
Participant
has
such
knowledge
and
experience
in
financial
and
business matters
that he
or she, together
with his
or her
professional advisor,
if any,
is capable
of evaluating
the merits
and risks
of
receipt
of
the
Shares.
The
Participant
has
had
access
to
such
information
concerning
the
Company,
including
its
current
financial statements,
as the Participant
deems necessary
to enable him
or her to
make an informed
decision concerning receipt
of
the Shares.
(b)
Withholding
Taxes.
The Participant
acknowledges
and agrees
that the
Company
may withhold
from
the
Participant’s
cash
compensation
(whether
paid
in
the
form
of
salary,
bonus
or
other
type
of
cash
payment)
an
amount
calculated on
the taxable
income recognized
by the Participant
with respect to
all compensation
paid hereunder,
calculated at the
maximum withholding
rate permitted for
the Company under
the Internal Revenue
Code of 1986, as
amended (the “Code”).
The
date
of
such
taxable
income
recognition,
and
the
Company’s
corresponding
right
to
withhold
from
Participant’s
cash
compensation
shall
occur
on
the
first
date
the
Participant
has
the
right
to
receive
the
Shares,
whether
or
not
the
Participant
exercises that right.
2
4.
No Change in Employment
Status.
Nothing in the Agreement
shall alter, in
any way,
Participant’s employment
status with the
Company,
nor shall anything
in this Agreement
confer upon the
Participant any right
to continue in
the employ of
the
Company
or
any
of
its
subsidiaries
or
interfere
in
any
way
with
the
rights
of
the
Company
to
change
or
terminate
the
employment
of
the
Participant.
Designation
as
a
Participant
pursuant
to
this
Agreement
will
not
confer
any
right
on
the
Participant
to
be
designated
as
a
Participant
in
the
future.
This
paragraph
shall
not
change
the
terms
and
conditions
of
any
employment
agreement in effect between the Participant and the Company.
5.
Interpretation.
The
Committee
interpretation
of
this
Agreement,
the
Plan
and
all
other
decisions
and
determinations by the Committee
shall be final and binding
upon the parties hereto.
The Committee may amend
any provision of
this
Agreement
at
any
time;
provided
that,
except
with
the
consent
of
the
Participant,
no
amendment
of
this
Agreement
will
impair
the rights
of the
Participant to
the Shares.
The Committee
shall have
the full
and
exclusive
right to
make
reductions
in
Awards
under
the
Agreement.
In
determining
whether
to
reduce
any
Award
and
the
amount
of
any
such
reduction,
the
Committee shall take
into consideration
such factors
as the Committee
shall determine
reasonable under
the circumstances, in
its
sole and absolute
discretion.
The discretion
of the Committee
does not include
the authority to
change, in
any way,
the payment
date, the
issuance date
or the
timing of
a benefit
hereunder,
whether acceleration
or deferral.
The Committee
does not
have the
authority to increase any
Award
and, if an Award
is reduced by the Committee
for any reason, the
reduction shall be permanently
reduced.
Notwithstanding
any
provision
of
this
Agreement
to
the
contrary,
the
intent
of
the
parties
is
that
benefits
under
this
Agreement
comply with
Internal Revenue
Code Section
409A (“Section
409A”),
as may
be amended
from time
to time,
to the
extent subject
thereto, and,
accordingly,
to the
maximum extent
permitted, this
Agreement shall
be interpreted
and administered
to
be
in
compliance
therewith.
To
the
extent
any
amount
accrued
or
payable
under
this
Agreement
is
or
becomes
subject
to
Section 409A, this Agreement shall be interpreted and construed in a manner consistent with
Section 409A.
6.
Company Rights.
This Agreement shall
not in any
way affect the
right of the
Company to make
changes of its
capital structure or to merge or consolidate or to dissolve, liquidate
or sell all or any part of its business or its assets.
7.
Plan.
The terms
and provisions
of the
Plan are
incorporated
herein by
reference, and
Participant
agrees to
be
bound
by
all
such
terms
and
provisions.
In
the
event
of
a
conflict
or
inconsistency
between
any
terms
and
conditions
of
this
Agreement and the Plan, the Plan shall govern and control.
8.
Miscellaneous.
This
Agreement
and
the
Plan
represent
the
entire
understanding
and
agreement
between
the
parties
with
respect
to
the
subject
matter
of
this
Agreement,
and
supersedes
all
other
negotiations,
understandings
and
representations
(if
any)
made
by
and
between
the
parties.
All
of
the
terms
and
provisions
of
this
Agreement
shall
be
binding
upon,
inure
to
the
benefit
of,
and
be
enforceable
by
the
parties
and
their
respective
heirs,
legal
representatives,
successors
and
permitted assigns,
whether so
expressed or
not.
No party
shall assign
its rights
or obligations
under this
Agreement without
the
prior written consent of each other party to this Agreement.
The
headings
contained
in
this
Agreement
are
for
convenience
of
reference
only,
and
shall
not
limit
or
otherwise
affect
in
any
way
the
meaning
or
interpretation
of
this
Agreement.
If
any
part
of
this
Agreement
or
any
other
agreement
entered
into
pursuant
to
this
Agreement
is
contrary
to,
prohibited
by
or
deemed
invalid
under
applicable
law
or
regulation,
such
provision
shall
be
inapplicable
and
deemed
omitted
to
the
extent
so
contrary,
prohibited
or
invalid,
but
the
remainder
of
this
Agreement
shall
not
be
invalidated
thereby
and
shall
be
given
full
force
and
effect
so
far
as
possible.
All
covenants,
agreements,
representations
and
warranties
made
in
this
Agreement
or
otherwise
made
in
writing
by
any
party
pursuant to
this Agreement
shall survive
the execution
and delivery
of this
Agreement and
the consummation
of the
transactions
contemplated hereby.
The
parties
acknowledge
that
a
substantial
portion
of
the
negotiations
and
anticipated
performance
of
this
Agreement occurred or
shall occur in Leon
County,
Florida.
Any civil action
or legal proceeding
arising out of or
relating to this
Agreement
shall
be
brought
in
the
courts
of
record
of the
State of
Florida
in
Leon
County
or
the
United
States
District
Court,
Northern
District
of
Florida.
Each
party
consents
to
the
jurisdiction
of
this
court
in
any
civil
action
or
legal
proceeding
and
waives any
objection to
the laying
of venue
of any
civil action
or legal
proceeding in
court.
Service of
any court
paper may
be
effected
on
a party
by mail,
as provided
in this
Agreement,
or in
any other
manner
as may
be provided
under applicable
laws,
rules of procedure or local rules.
This Agreement
and all
transactions contemplated
by this
Agreement shall
be governed
by,
and construed
and
enforced
in accordance
with, the
internal
laws of
the State
of
Florida
without
regard
to principles
of conflicts
of
laws.
If
any
legal
action
or
other
proceeding
is
brought
for
the
enforcement
of
this
Agreement,
or
because
of
an
alleged
dispute,
breach,
default,
or
misrepresentation
in
connection
with
any
provision
of
this
Agreement,
the
successful
or
prevailing
party
or
parties
shall be entitled to recover reasonable
attorneys' fees, sales and use taxes,
court costs, and all other expenses
even if not taxable as
court costs.
This Agreement
may be executed
in one or
more counterparts,
each of
which shall be
deemed an
original, but
all of
which together shall constitute one and the same instrument.
3
IN WITNESS
WHEREOF
, the
parties have
caused this
Participant Agreement
to be
signed as
of the
date first
written
above.
Witnesses
:
CAPITAL CITY BANK
GROUP,
INC.
By:
[NAME]
[TITLE]
[NAME]
______________________________
[TITLE]
4
EXHIBIT A
[YEAR] EARNINGS GOALS
The
purpose
of
Exhibit
A
is
to
set
forth
the
Earnings
Goals
and
to
advise
the
Participant
as
to
the
potential
number
of
Performance Share Units which may be earned under the Plan if the Earnings
Goals are achieved.
Performance Share Units
Performance Share
Units may be
earned for achieving
Compound Annual Growth
Rate (“CAGR”) in
Diluted Earnings per
Share
(“DEPS”).
The level of economic
value of eligible Performance
Share Units ranges from zero
to a maximum of $[NUMBER]
(at
the date
of grant).
The Participant
is eligible
to receive
up to
[NUMBER] Performance
Share Units
if the
established
Earnings
Goals are achieved.
If the CAGR is
greater than [NUMBER]%
and less than
or equal to [NUMBER]%,
then the economic
value
of the award will be awarded on a pro-rata basis.
Payment will be based on three-year compounding.
[YEAR]Plan
EPS
CAGR
($[NUMBER]
in [YEAR])
Economic
Value of
Shares
# of Shares
@
$[NUMBER]
Cash
Total
Award
Value
Shares convertible
from Performance
Share Units
will be
issued in
the calendar
quarter following
the calendar
year in which
the
Performance
Share Units
were earned.
The value
of the
Shares
issued is
treated
as compensation
and creates
an additional
tax
liability
for
the
Participant
as of
the first
date
the Participant
has
the right
to receive
the Shares,
whether
or not
the Participant
exercises that right.
CASH AWARD
Cash may be earned for achieving
Compound Annual Growth Rate (“CAGR”) in
Diluted Earnings per Share (“DEPS”) in a range
from zero
to a
maximum of
$[NUMBER].
If the
CAGR is
greater than
[NUMBER]% and
less than
or equal
to [NUMBER]%,
then the cash value portion of the award will be awarded on a pro-rata basis.
Payment will be based on three-year compounding.
Due to the
complexities of the
tax laws and
circumstances which may
affect individual participants,
the Participant is
encouraged
to consult with the Participant’s tax
advisor concerning any possible tax consequences of this transaction.