Exhibit 10.1
RESTRICTED STOCK AWARD AGREEMENT
Non-transferable
G R A N T T O
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("Grantee")
by Seacoast Banking Corporation of Florida (the "Company") of
______ of its common stock, $0.10 par value (the "Shares")
pursuant to and subject to the provisions of the Seacoast Banking Corporation of
Florida 2000 Long-Term Incentive Plan (the "Plan") and to the terms and
conditions set forth on the following pages of this award agreement (this
"Agreement"). Capitalized terms used herein and not otherwise defined shall have
the meanings assigned to such terms in the Plan.
Unless vesting is accelerated in accordance with the Plan, the Shares shall vest
(become non-forfeitable) in accordance with the following schedule, provided
that Grantee is employed by the Company or an Affiliate on such date:
Date Percentage of Shares Vesting
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1st Anniversary of Grant Date 0%
2nd Anniversary of Grant Date 25%
3rd Anniversary of Grant Date 50%
4th Anniversary of Grant Date 75%
5th Anniversary of Grant Date 100%
By accepting this award, Grantee shall be deemed to have agreed to the terms and
conditions of this Agreement and the Plan.
IN WITNESS WHEREOF, Seacoast Banking Corporation of Florida, acting by
and through its duly authorized officers, has caused this Agreement to be
executed as of _____, 2006.
SEACOAST BANKING CORPORATION OF FLORIDA
By:
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Its: Authorized Officer
Accepted by Grantee:
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TERMS AND CONDITIONS
1. Restrictions. The Shares are subject to each of the following restrictions.
"Restricted Shares" mean those Shares that are subject to the restrictions
imposed hereunder which restrictions have not then expired or terminated.
Restricted Shares may not be sold, transferred, exchanged, assigned, pledged,
hypothecated or otherwise encumbered. If Grantee's employment with the Company
or any subsidiary terminates for any reason other than as set forth in paragraph
(b) of Section 2 hereof, then Grantee shall forfeit all of Grantee's right,
title and interest in and to the Restricted Shares as of the date, and such
Restricted Shares shall revert to the Company immediately following the event of
forfeiture. The restrictions imposed under this Section shall apply to all
shares of Stock or other securities issued with respect to Restricted Shares
hereunder in connection with any merger, reorganization, consolidation,
recapitalization, stock dividend or other change in corporate structure
affecting the Stock.
2. Expiration and Termination of Restrictions. The restrictions imposed under
Section 1 will expire on the earliest to occur of the following (the period
prior to such expiration being referred to herein as the "Restriction period"):
(a) As to the percentage of the Shares specified on the face of this Agreement,
on the dates specified thereon; or
(b) Termination of Grantee's employment by reason of death or Disability; or
(c) Upon the effective date of a Change of Control of the Company (as defined in
Exhibit A hereto).
The Committee may at any time in its sole discretion, provide for accelerated
vesting of the Restricted Shares upon any other termination of employment of
Grantee.
3. Delivery of Shares. The Restricted Shares will be registered in the name of
Grantee as of the Grant Date and will be held by the Company during the
Restriction period in certificated or uncertificated form. If a certificate for
Restricted Shares is issued during the Restriction period with respect to such
Shares, such certificate shall be registered in the name of Grantee and shall
bear a legend in substantially the following form:
"This certificate and the shares of stock represented hereby are subject to the
terms and conditions (including forfeiture and restrictions against transfer)
contained in a Restricted Stock Agreement between the registered owner of the
shares represented hereby and Seacoast Banking Corporation of Florida. Release
from such terms and conditions shall be made only in accordance with the
provisions of such Agreement, copies of which are on file in the offices of
Seacoast National Banking Corporation of Florida."
Stock certificates for the Shares, without the first above legend, shall be
delivered to Grantee or Grantee's designee upon request of Grantee after the
expiration of the Restriction period, but delivery may be postponed for such
period as may be required for the Company with reasonable diligence to comply if
deemed advisable by the Company, with registration requirements under the 1933
Act, listing requirements under the rules of any stock exchange, and
requirements under any other law or regulation applicable to the issuance or
transfer of the Shares.
4. Voting and Dividend Rights. Grantee, as beneficial owner of the Shares, shall
have full voting and dividend rights with respect to the Shares during and after
the Restricted Period, or until the Shares are forfeited. If Grantee forfeits
any rights he may have under this Agreement in accordance with Section 3,
Grantee shall no longer have any rights as a stockholder with respect to the
Restricted Shares or any interest therein and Grantee shall no longer be
entitled to vote or receive dividends on such stock. In the event that for any
reason Grantee shall have received dividends upon such stock after such
forfeiture, Grantee shall repay to the Company any amount equal to such
dividends.
5. Changes in Capital Structure. In the event of a corporate event or
transaction involving the Company (including, without limitation, any stock
dividend, stock split, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination or
exchange of shares), the Committee may adjust this award to preserve the
benefits or potential benefits of this award. Without limiting the foregoing, in
the event of a subdivision of the outstanding Stock (stock-split), a declaration
of a dividend payable in Stock, or a combination or consolidation of the
outstanding Stock into a lesser number of shares, the Shares then subject to
this Agreement shall automatically be adjusted proportionately.
6. No Right of Continued Employment. Nothing in this Agreement shall interfere
with or limit in any way the right of the Company or any subsidiary to terminate
Grantee's employment at any time, nor confer upon Grantee any right to continue
in the employ of the Company or any subsidiary.
7. Nondisclosure of Confidential Information. Grantee recognizes and
acknowledges that Grantee will have access to certain trade secrets and other
valuable, proprietary and confidential information (individually and
collectively "Confidential Information") of the Company and its affiliates and
that such information constitutes valuable, special and unique property of the
Company and such other entities. Grantee will not disclose or directly or
indirectly use in any manner such Confidential Information for the benefit of
anyone other than the Company during Grantee's employment and for a period of
two years after such employment terminates. To the extent any Confidential
Information is required to be disclosed under applicable law or to any
governmental authority, Grantee shall use his or her best efforts to protect and
preserve their confidentiality and prevent their further disclosure or
dissemination. In the event of a breach or threatened breach by Grantee of the
provisions of this paragraph, the Company or the employing corporation shall be
entitled to an injunction or temporary restraining order restraining Grantee
from disclosing, in whole or in part, such Confidential Information. Nothing
herein is intended to or shall be construed as limiting or prohibiting the
Company or the employing affiliate corporation from pursuing any legal,
equitable or other remedies available to it for such breach or threatened
breach, including, without limitation, the recovery of damages. The parties
acknowledge and agree that this Agreement is not intended to, and does not,
alter either the Company's rights or Grantee's obligations under any state or
federal statutory or common law regarding trade secrets and unfair trade
practices.
8. Payment of Taxes. Upon issuance of the Shares hereunder, Grantee may make an
election to be taxed upon such award under Section 83(b) of the Code. To effect
such election, Grantee may file an appropriate election with Internal Revenue
Service within 30 days after award of the Shares and otherwise in accordance
with applicable Treasury Regulations. The Company has the authority and the
right to deduct or withhold, or require Grantee to remit to the Company, an
amount sufficient to satisfy federal, state, and local taxes (including
Grantee's FICA obligation) required by law to be withheld with respect to any
taxable event arising as a result of the grant or vesting of the Shares. The
withholding requirement may be satisfied, in whole or in part, at the election
of the Secretary, by withholding from the Award shares having a Fair Market
Value on the date of withholding equal to the minimum amount (and not any
greater amount) required to be withheld for tax purposes, all in accordance with
such procedures as the Secretary establishes. The obligations of the Company
under this Agreement will be conditional on such payment or arrangements, and
the Company, and, where applicable, its subsidiaries will, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to Grantee.
9. Amendment. The Committee may amend, modify or terminate this Agreement
without approval of Grantee; provided, however, that such amendment,
modification or termination shall not, without Grantee's consent, reduce or
diminish the value of this award determined as if it had been fully vested
(i.e., as if all restrictions on the Shares hereunder had expired) on the date
of such amendment or termination.
10. Plan Controls. The terms contained in the Plan are incorporated into and
made a part of this Agreement and this Agreement shall be governed by and
construed in accordance with the Plan. In the event of any actual or alleged
conflict between the provisions of the Plan and the provisions of this
Agreement, the provisions of the Plan shall be controlling and determinative.
11. Severability. If any one or more of the provisions contained in this
Agreement is deemed to be invalid, illegal or unenforceable, the other
provisions of this Agreement will be construed and enforced as if the invalid,
illegal or unenforceable provision had never been included.
12. Notice. All notices hereunder shall be sufficiently made if personally
delivered to Grantee or sent by regular mail addressed (a) to Grantee at
Grantee's address as set forth in the books and records of the Company or any
subsidiary, or (b) to the Company or the Committee at the principal office of
the Company clearly marked "Attention: Salary and Benefits Committee."
13. Holding Period on Shares. Unless and until Grantee has achieved applicable
stock ownership target imposed by the Company, Grantee shall retain the "Net
Shares" (as defined below) until such ownership target have been met or until
termination of employment, if earlier. Net Shares means Shares in excess of
those sold or withheld to satisfy the minimum tax liability upon vesting.
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EXHIBIT A
Capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Plan.
For the purposes of this Agreement, a "Change of Control" shall mean the
occurrence of any of the following events:
(a) individuals who, at the Effective Date, constitute the Board (the
"Incumbent Directors") cease for any reason to constitute at least a majority of
the Board, provided that any person becoming a director after the Effective Date
and whose election or nomination for election was approved by a vote of at least
a majority of the Incumbent Directors then on the Board (either by a specific
vote or by approval of the proxy statement of the Company in which such person
is named as a nominee for director, without written objection to such
nomination) shall be an Incumbent Director; provided, however, that no
individual initially elected or nominated as a director of the Company as a
result of an actual or threatened election contest (as described in Rule 14a-11
under the 1934 Act ("Election Contest") or other actual or threatened
solicitation of proxies or consents by or on behalf of any "person" (as such
term is defined in Section 3(a)(9) of the 1934 Act and as used in Section
13(d)(3) and 14(d)(2) of the ▇▇▇▇ ▇▇▇) other than the Board ("Proxy Contest"),
including by reason of any agreement intended to avoid or settle any Election
Contest or Proxy Contest, shall be deemed an Incumbent Director;
(b) any person is or becomes a "beneficial owner" (as defined in Rule
13d-3 under the 1934 Act), directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the Company's then
outstanding securities eligible to vote for the election of the Board (the
"Company Voting Securities"); provided, however, that the event described in
this paragraph (b) shall not be deemed to be a Change in Control of the Company
by virtue of any of the following acquisitions: (A) any acquisition by a person
who is on the Effective Date the beneficial owner of 25% or more of the
outstanding Company Voting Securities, (B) an acquisition by the Company which
reduces the number of Company Voting Securities outstanding and thereby results
in any person acquiring beneficial ownership of more than 25% of the outstanding
Company Voting Securities; provided, that if after such acquisition by the
Company such person becomes the beneficial owner of additional Company Voting
Securities that increases the percentage of outstanding Company Voting
Securities beneficially owned by such person, a Change in Control of the Company
shall then occur, (C) an acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any Parent or Subsidiary, (D)
an acquisition by an underwriter temporarily holding securities pursuant to an
offering of such securities, (E) an acquisition pursuant to a Non-Qualifying
Transaction (as defined in paragraph (c) below), or (F) a transaction (other
than the one described in paragraph (c) below) in which Company Voting
Securities are acquired from the Company, if a majority of the Incumbent
Directors approve a resolution providing expressly that the acquisition pursuant
to this clause (F) does not constitute a Change in Control of the Company under
this paragraph (b);
(c) the consummation of a reorganization, merger, consolidation,
statutory share exchange or similar form of corporate transaction involving the
Company that requires the approval of the Company's stockholders, whether for
such transaction or the issuance of securities in the transaction (a
"Reorganization"), or the sale or other disposition of all or substantially all
of the Company's assets to an entity that is not an affiliate of the Company (a
"Sale"), unless immediately following such
Reorganization or Sale: (A) more than 50% of the total voting power of (x) the
corporation resulting from such Reorganization or the corporation which has
acquired all or substantially all of the assets of the Company (in either case,
the "Surviving Corporation"), or (y) if applicable, the ultimate parent
corporation that directly or indirectly has beneficial ownership of 100% of the
voting securities eligible to elect directors of the Surviving Corporation (the
"Parent Corporation"), is represented by the Company Voting Securities that were
outstanding immediately prior to such Reorganization or Sale (or, if applicable,
is represented by shares into which such Company Voting Securities were
converted pursuant to such Reorganization or Sale), and such voting power among
the holders thereof is in substantially the same proportion as the voting power
of such Company Voting Securities among the holders thereof immediately prior to
the Reorganization or Sale, and (B) no person (other than (x) the Company, (y)
any employee benefit plan (or related trust) sponsored or maintained by the
Surviving Corporation or the Parent Corporation, or (z) a person who immediately
prior to the Reorganization or Sale was the beneficial owner of 25% or more of
the outstanding Company Voting Securities) is the beneficial owner, directly or
indirectly, of 25% or more of the total voting power of the outstanding voting
securities eligible to elect directors of the Parent Corporation (or, if there
is no Parent Corporation, the Surviving Corporation), and (C) at least a
majority of the members of the board of directors of the Parent Corporation (or,
if there is no Parent Corporation, the Surviving Corporation) following the
consummation of the Reorganization or Sale were Incumbent Directors at the time
of the Board's approval of the execution of the initial agreement providing for
such Reorganization or Sale (any Reorganization or Sale which satisfies all of
the criteria specified in (A), (B) and (C) above shall be deemed to be a
"Non-Qualifying Transaction"); or
(d) approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.
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