FIRST
AMENDMENT TO THE
CHANGE
IN CONTROL AGREEMENT BETWEEN
LAKELAND
FINANCIAL CORPORATION
AND
[NAME]
WHEREAS,
Lakeland
Financial Corporation (the “ Company ”) and
[NAME] (“ Executive ”) previously entered
into that certain Change in Control Agreement dated [DATE]
(the “Agreement” );
WHEREAS
,
the Company and Executive desire to amend certain provisions of the
Agreement in order to bring such provisions into compliance with
the applicable provisions of Section 409A of the Internal Revenue
Code of 1986, as amended (and guidance issued thereunder)
(collectively referred to herein as “ Section 409A
”) and certain other provisions;
WHEREAS
,
the parties desire to amend the Agreement on the terms hereinafter
set forth.
NOW, THEREFORE, for good and valuable consideration,
including the benefit to the parties of complying with the
requirements of Section 409A, the sufficiency of which is agreed
and acknowledged by the parties hereto, effective as of the 9th day
of December, 2008, the Agreement be and is hereby amended in the
following particulars:
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1.
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Section 2-C.
– Definition of Change in Control is modified to read as
follows:
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C.
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“Change in Control” shall mean:
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“(i)
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The
date of the consummation of the acquisition by any
“person” (as such term is defined in Section 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended
(“1934 Act”)) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the 1934 Act) of fifty
percent (50%) or more of the combined voting power of the then
outstanding voting securities of Company; or
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(ii)
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The
date that individuals who, as of date hereof, are members of the
board of directors of the Company (the “Company Board”)
cease for any reason to constitute a majority of the Company Board,
unless the election, or nomination for election by the Company
stockholders, of a new Company director was approved by a vote of a
majority of the Company Board, and such new director shall, for
purposes of this Plan, be considered as a member of the Company
Board; or
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“(iii)
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The
date of the consummation by the Company of (i) a merger or
consolidation of the Company, if the Company stockholders
immediately before such merger or consolidation, do not, as a
result of such merger or consolidation, own directly or indirectly,
more than fifty percent (50%) of the combined voting power of the
then outstanding voting securities of the entity resulting from
such merger or consolidation, in substantially the same proportion
as their ownership of the combined voting power of the voting
securities of the Company outstanding immediately before such
merger or consolidation or (ii) a complete liquidation or
dissolution or an agreement for the sale or other disposition of
all or substantially all of the assets of the Company.
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“Notwithstanding the foregoing, a Change in Control shall not
be deemed to occur solely because fifty percent (50%) or more of
the combined voting power of the then outstanding securities of the
Company is acquired by (i) a trustee or other fiduciary holding
securities under one or more employee benefit plans maintained for
employees of the entity or (ii) any corporation which, immediately
prior to such acquisition, is owned directly or indirectly by the
stockholders of the Company in substantially the same proportion as
their ownership of stock of the Company immediately prior to such
acquisition.
“In the event that any benefit under the Plan constitutes
Deferred Compensation (as defined in Section 409A) and the
settlement of or distribution of benefits under this Plan is to be
triggered by a Change in Control, then such settlement or
distribution shall be subject to the event constituting the Change
in Control also constituting a ‘change in control
event’ permitted under Section 409A.”
2. Section 2-D.
– Definition of “Change in Control Severance
Amount” is modified to read as follows:
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D.
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“Change in
Control Severance Amount” shall mean the amount equal to two
(2) times the sum of (i) the greater of the Executive’s then
current annual base salary or the Executive’s annual base
salary as of the date one (1) day prior to his or her Termination
Date, (ii) the designated percentage of the amount determined under
(i) above payable as annual bonus compensation for the year in
which the Change in Control occurs, (iii) the aggregate dollar
amount accrued under the Long Term Incentive Plan payable in the
two pla
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