Contract

 
 
 
 
 
 
 
 
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 xxxxxxxxx,
 
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
 
xxxxxxxxx,
 
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 Xxxx
 
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
 
Xxxx
 
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.
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Filed: March 1st, 2023
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