PARTICIPANT
AGREEMENT
<<<Participant
Name>>>
This
Participant Agreement (the “Agreement”) is made as of the
<<<Date>>>, between Capital City Bank Group, Inc., a Florida
corporation (the “Company”), and <<<Participant Name>>>
(“Participant”). Capitalized terms used and not otherwise defined herein shall
have the meanings attributed thereto in the Capital City Bank Group, Inc.
2005
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 <<<Amount>>> Performance Share Units, subject
to the terms and conditions of this Agreement, including Exhibit A hereto,
and
the Plan. Upon issuance, the Performance Share Units shall be immediately
converted to shares (the “Shares”) of Common Stock of the Company.
(b) Tax
Supplement Bonus.
Upon
conversion of the Performance Share Units to Shares, the Participant will
also
receive a cash payment equal to 31% of the market value of the Performance
Share
Units payable as of the taxable income recognition date for the Shares (“Tax
Supplement Bonus”).
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, or
(ii)
prior to the issuance 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.
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.
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.