Contract
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1 LEGAL02/43472958v3 AMENDED EXECUTIVE EMPLOYMENT AGREEMENT THIS A M E N D E D EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of ________, 2023 (the “Effective Date”), by and among Seacoast National Bank (“Seacoast”), and Xxxxxx Xxxxxxx (“Employee”). WHEREAS, Employee is an executive employee of Seacoast, and the expertise and experience of Employee in the financial institutions industry are valuable to Seacoast; WHEREAS, Employee and Seacoast are party to an Employment Agreement, dated as of April 20, 2021 (the “Prior Agreement”) and now desire to amend and restate the Prior Agreement; WHEREAS, Employee is a key employee with high-profile relationships with the community on behalf of Seacoast; has access to valuable confidential information and trade secrets regarding Seacoast and its banking customers; has substantial relationships with Seacoast customers; and through Employee’s employment at the bank has access to considerable goodwill associated with the Seacoast name and business relationships; WHEREAS, Seacoast believes that it is in its best interests to retain Employee’s services to manage Seacoast and enhance its shareholder value; WHEREAS, in addition, the Board of Directors of the Seacoast (the “Seacoast Board”) has determined that it is essential and in the best interest of Seacoast to retain the services of Employee in the event of a threat or occurrence of a Change of Control (as hereinafter defined) and to ensure Employee’s continued dedication and efforts in such event without undue concern for Employee’s personal financial and employment security; WHEREAS, in order to induce Employee to remain in the employ of Seacoast, Seacoast desires to enter into this Agreement with Employee to provide Employee with certain benefits in the event Employee’s employment is terminated, including termination as a result of, or in connection with, a Change of Control; and WHEREAS, in consideration for the benefits provided to Employee hereunder and as an inducement to Seacoast providing such benefits, Employee agrees that it is reasonable and fair to enter into certain restrictive covenants as hereinafter set forth; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Effective Date. This Agreement shall be deemed to be effective on the “Effective Date” set forth in the introductory paragraph above. 2. Term of Agreement. This Agreement shall commence on the Effective Date and shall end on the second (2nd) anniversary thereof (hereinafter referred to as the “Initial Term”), provided that the Initial Term shall be extended automatically for an additional one (1) year term (each, an “Additional Term” and, together with the Initial Term, the “Term”) on the last 15th December
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4 LEGAL02/43472958v3 (vii) a material breach by Employee of this Agreement, which breach is not cured (if curable) by Employee within 30 days following Employee’s receipt of written notice thereof; or (viii) conduct by Employee that results in the permanent removal of Employee from Employee’s position as an officer or employee of Seacoast or the Bank pursuant to a written order by any banking regulatory agency with authority or jurisdiction over the Seacoast or the Bank, as the case may be. (b) “Change of Control” shall mean the occurrence of a change in the ownership of the Corporation (as defined in Treas. Reg. §1.409A-3(i)(5)(v)), a change in effective control of the Corporation (as defined in Treas. Reg. §1.409A-3(i)(5)(vi)), or a change in the ownership of a substantial portion of the assets of the Corporation (as defined in Treas. Reg. §1.409A- 3(i)(5)(vii)). (c) “Code” shall mean the Internal Revenue Code of 1986, as amended. (d) “Disability” shall mean the inability of Employee to perform Employee’s duties with Seacoast on a full-time basis for 180 days in any one-year period as a result of incapacity due to mental or physical illness or injury. (e) “Good Reason” shall mean: (i) a material reduction in the aggregate amount of Employee’s base salary (other than a pari passu reduction as discussed in Section 4(a) above); (ii) a material diminution in Employee’s title, authority, duties or responsibilities; (iii) a change in the geographic location of the primary office at which Employee must regularly perform the services to be performed by Employee pursuant to this Agreement to which Employee objects and that adds more than 100 miles to Employee’s daily commute; or (iv) any other action or inaction that constitutes a material breach by Seacoast of this Agreement; provided, however, that Employee must provide notice to Seacoast of any condition or occurrence Employee contends amounts to “Good Reason” within 90 days after the initial existence of the condition or occurrence, and Seacoast must have a period of 30 days to remedy or cure the claimed “Good Reason.” If and only if the “Good Reason” is not remedied within such 30-day period, then Employee must provide a written Notice of Termination specifying the alleged “Good Reason” within 30 days after the end of Seacoast’s remedy/cure period to qualify for a Good Reason departure. (f) “Notice of Termination” shall mean a written notice that (i) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee’s employment under the provision so indicated and (ii) if the Termination Date is other than the date of receipt of such notice, specifies the Termination Date (which date shall be not more than 30 days after the giving of such notice, except as otherwise provided herein). (g) “Section 409A” shall mean, collectively, Section 409A of the Code and the guidance and regulations issued thereunder. (h) “Terminate” (and variations and derivatives thereof) shall mean, when used in connection with a cessation of employment, that Employee has incurred a separation from
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9 LEGAL02/43472958v3 due to be made, or such earlier time as is requested by the Corporation. All fees and expenses of the Determination Firm shall be borne solely by the Corporation. Any determination by the Determination Firm shall be binding upon the Corporation and Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 9 (“Underpayment”), consistent with the calculations required to be made hereunder. The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Corporation to or for the benefit of Employee together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code, but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. 10. Restrictive Covenants. (a) Employee Acknowledgements. Employee acknowledges that Seacoast has several legitimate business interests as defined in Section 542.335, Florida Statutes, to justify the covenants set forth in this Section 10. Employee further acknowledges that Employee’s services are of a special, unique and extraordinary character and that Employee’s position with Seacoast will place Employee in a position of confidence and trust with customers, clients and employees of Seacoast and its subsidiaries and affiliates and with Seacoast’s other constituencies and will allow Employee access to Trade Secrets and Confidential Information (each as defined below) concerning Seacoast and its subsidiaries and affiliates. Employee further acknowledges that the types and periods of restrictions imposed by the covenants in this Section 10 are fair and reasonable and that such restrictions will not prevent Employee from earning a livelihood. (b) Restrictive Covenants. Having acknowledged the foregoing, Employee covenants and agrees with Seacoast as follows: (i) Nondisclosure. While Employee is employed by Xxxxxxxx and continuing thereafter, Employee shall not disclose or use any Confidential Information or Trade Secret for so long as such information remains Confidential Information or a Trade Secret, as applicable, for any purpose other than as may be necessary and appropriate in the ordinary course of performing Employee’s duties to Seacoast. Without limiting the generality of the prior sentence, Employee may not use any Confidential Information or Trade Secrets of Seacoast to compete against Seacoast or to work on behalf of another bank or employer. Notwithstanding the foregoing, this Section 10(b) does not prohibit or restrict Employee (or Employee’s attorney) from responding to any inquiry by any federal regulatory agency of the United States Government or any other governmental entity of the State of Florida. (ii) Customer Nonsolicitation. While Employee is employed by Seacoast, and continuing through the period ending on the second (2nd) anniversary of the date of Employee’s termination or resignation, Employee shall not (except on behalf of or with the prior written consent of Seacoast), on Employee’s own behalf or in the service or on behalf of others, solicit or attempt to solicit any customer of Seacoast or its subsidiaries or affiliates with whom Employee had Material Contact (as defined below)
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15 LEGAL02/43472958v3 (e) Clawback Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any bonus, incentive-based, equity-based or other similar compensation paid to Employee pursuant to this Agreement or any other agreement or arrangement with Seacoast which is subject to recovery under any law, government regulation or stock exchange listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by Seacoast pursuant to any such law, government regulation or stock exchange listing requirement). (f) Governing Law; Forum for Disputes. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Florida without giving effect to its conflicts of law principles. Any and all disputes arising out of or relating to this Agreement shall be brought and exclusively maintained in the 19th Circuit in and for Martin County, Florida, Stuart Division. With respect to any such court action, Employee hereby (i) irrevocably submits to personal jurisdiction in Florida; (ii) consents to service of process; (iii) consents to venue in Martin County; and (iv) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction, service of process, or venue in Martin County courts. Both parties hereto further agree that Martin County is a convenient forum for any dispute that may arise herefrom, and further agree that neither party shall raise as a defense that the courts of Martin County are not convenient forums. (g) Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, by nationally recognized overnight courier service or sent by certified, registered, or express mail, postage prepaid. Any such notice shall be deemed given when so delivered personally, when delivered by nationally recognized overnight courier service or, if mailed, five days after the date of deposit in the United States mail, as follows: (i) if to Seacoast: 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx 00000 Attention: Chief Executive Officer; and (ii) if to Employee: at the most recent address on file for Employee with Seacoast. Any party may change the address to which notices, requests, demands and other communications shall be delivered or mailed by giving notice thereof to the other party in the same manner provided herein. (h) Amendments. Except as otherwise provided in Section 14(b) hereof, this Agreement may be amended or modified only by a writing signed by all parties hereto that makes specific reference to this Agreement. (i) Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.
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LEGAL02/43472958v3 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Executive Employment Agreement as of the date first above written. SEACOAST By: Name: Xxxxxxx Xxxxxxx Title: President and CEO EMPLOYEE By: Title: Chief Lending Officer /s/ Xxxxxxx Xxxxxxx /s/ Xxxxxx Xxxxxxx