UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
____________________
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  May 30, 2008
 
 
 
CAPITAL CITY BANK GROUP, INC.
(Exact name of registrant as specified in its charter)
 
Florida
  
0-13358
  
59-2273542
(State of Incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)
 
217 North Monroe Street, Tallahassee, Florida
  
 
32301
(Address of principal executive offices)
  
(Zip Code)
 
Registrant's telephone number, including area code:  (850) 671-0300
 
___________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
 

 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
[   ]           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[   ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[   ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[   ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 
 

CAPITAL CITY BANK GROUP, INC.
 
FORM 8-K
CURRENT REPORT
 
Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
As previously disclosed in the Form 10-Q of Capital City Bank Group, Inc. (“the Company”) filed on May 9, 2008, the Company’s Board of Directors, upon the recommendation of the Board’s Compensation Committee, approved the 2008 Stock-Based Incentive Plan (the "Plan") on March 27, 2008.  The Plan was adopted in accordance with the 2005 Associate Incentive Plan.  On May 30, 2008, the Compensation Committee authorized the Company to enter into a Participant Agreement (the “Agreement”) with certain key officers of the Company, including each named executive officer.
 
A copy of the form Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.             Financial Statements and Exhibits.

(d)          Exhibits.

Item No.                     Description of Exhibit

 
10.1
Form of Participant Agreement for 2008 Stock-Based Incentive Plan.

 
 
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
CAPITAL CITY BANK GROUP, INC.
 
 
 
 
CAPITAL CITY BANK GROUP, INC.
  
       
Date:      June 5, 2008 
By:
/s/ J. Kimbrough Davis  
    J. Kimbrough Davis,  
    Executive Vice President  
    and Chief Financial Officer  
 

 
 
 

EXHIBIT INDEX
 
     
Exhibit
Number
  
Description
   
10.1
  
Form of Participant Agreement for 2008 Stock-Based Incentive Plan.