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EXHIBIT 10.1
to Current Report on Form 8-K
dated March 26, 2008
for Seacoast Banking Corporation of Florida
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "
Agreement "), is entered into and made effective as of
this 26th day of March 2008 by and among O. Jean Strickland ("
Executive ") and Seacoast National Bank (the "
Bank ”) and the Bank's parent corporation Seacoast
Banking Corporation of Florida (the " Company ").
WHEREAS, the Company desires to employ Executive
as Senior Executive Vice President, and the Bank desires to
employ Executive as President and Chief Operating Officer, and
Executive desires to serve in such positions; and
WHEREAS, as an inducement to enter into or
continue her employment with the Bank and the Company, the Bank
and the Company desire to enter into this Agreement to set forth
the terms of her employment, and to provide for certain payments
contingent upon a Change in Control (as defined in Section
4(d)); and
WHEREAS, Executive desires to enter into the
Agreement and to devote her full time business efforts to the
Bank and the Company.
NOW, THEREFORE, in consideration of the mutual
covenants and conditions herein contained, and other good and
valuable consideration, the receipt and sufficiency of which are
acknowledged, the parties, intending to be legally bound, agree
as follows:
1. EMPLOYMENT.
(a) Bank.
The Bank shall employ Executive as President and
Chief Operating Officer of the Bank with the duties,
responsibilities and powers of such office as provided in the
Bank’s By-Laws, as assigned to her as of the date set
forth above and as customarily associated with such office
and/or assigned to her by the Board of Directors or the Chief
Executive Officer of the Bank, and Executive shall serve the
Bank in such capacities during the term of this Agreement.
Executive acknowledges and agrees that such duties,
responsibilities and powers may be increased from time to time
by the Board of Directors or Chief Executive Officer of the
Bank, that the position held by Executive may be changed or
Executive’s employment may terminated pursuant to Section
4(c) hereof by action of the Board of Directors of the Bank
prior to a Change in Control and that such a change in position,
duties, responsibilities, powers or a termination of employment
pursuant to Section 4(c) hereof, whether prior to or following a
Change in Control, shall not entitle Executive to the benefits
provided for in Section 5(c), unless `such change or termination
is not made in good faith.
(b) Company.
The Company shall employ Executive as Senior
Executive Vice President of the Company with duties,
responsibilities and powers of such office as assigned to her as
of the date set forth above and as customarily associated with
such office and/or as assigned to her by the Board of Directors
or the Chief Executive Officer of the Company, and Executive
shall serve the Company in such capacities during the term of
this Agreement. Executive acknowledges and agrees that
such duties, responsibilities and powers may be increased from
time to time by the Board of Directors or the Chief Executive
Officer of the Company, that the position held by the Executive
may be changed or that Executive’s employment may be
terminated pursuant to Section 4(c) hereof by action of the
Board of Directors of the Company prior to a Change in Control
and that such a change in position, duties, responsibilities,
powers or a termination of employment pursuant to Section 4(c)
hereof whether prior to or following a Change in Control shall
not entitle Executive to the benefits provided for in Section
5(c), unless such change or termination is not made in good
faith.
(c)
Executive represents, warrants and covenants to
the Bank and the Company that she is available immediately to
commence her duties hereunder and that this Agreement and her
performance of services hereunder does not breach or conflict
with any other agreements or instruments to which Executive is a
party or may be bound, and that she shall faithfully and
diligently discharge her duties and responsibilities under this
Agreement, and shall use her best efforts to implement the
policies established by the Board of Directors and the Chief
Executive Officer of each of the Bank and the Company.
(d)
During the term of this Agreement, Executive
shall devote her full and exclusive business time, attention,
energy and skill to the business of the Bank and the Company, to
the promotion of the interests of the Bank and the Company and
to the fulfillment of Executive's obligations hereunder.
2. TERM.
The initial term of this Agreement shall be one
(1) year from the date hereof, unless further extended by mutual
consent of the Bank, the Company and Executive or sooner
terminated as herein provided. Unless written notice of
non-renewal is given by any party hereto no less than
90 days prior to the end of the initial term hereof or any
subsequent renewal term hereof, this Agreement shall
automatically be extended on each anniversary date for an
additional one (1) year term, unless sooner terminated by either
party.
3. COMPENSATION AND
BENEFITS.
The Bank shall pay or provide to Executive the
following items as compensation for her service hereunder:
(i)
A base salary of $429,500 per year, payable in
monthly installments, which base salary may be increased from
time to time by the Bank’s Board of Directors or the
Salary and Benefits Committee, as applicable, in accordance with
normal business practices of the Bank (the “ Base
Salary ”); and
(ii)
Hospitalization insurance (including major
medical), long-term disability insurance, and life insurance in
accordance with the Bank's insurance plans for its executive
officers (“ Senior Management ”) as such
plans may be modified from time to time;
(iii)
Reasonable country club and social dues that
provide potential business development opportunities, in
accordance with the Bank’s policies, subject to the prior
approval of the Bank’s Board of Directors and/or the
Salary and Benefits Committee, as applicable; and
(iv)
The use of a company-owned automobile or
comparable car allowance, together with reimbursement of
reasonable operating expenses consistent with the Bank’s
policies.
The above-stated terms of compensation shall not
be deemed exclusive or prevent Executive from receiving any
other compensation, including, without limitation, bonuses and
equity incentives, provided by the Bank and/or the Company.
Executive shall be entitled to participate in all current
and future employee benefit plans and arrangements in which the
executive officers of the Company or the Bank are permitted to
participate. Executive acknowledges that the Company does
not separately compensate its officers who are also officers of
the Bank and that no additional compensation or other benefits
will be payable by the Company hereunder.
4. TERMINATION.
Executives' employment under this Agreement
shall terminate, and the effective date of termination shall be
referred to as the " Termination Date ":
(a) Death.
Upon Executive's death; or
(b) Disability.
Upon written notice from the Bank or the Company
to Executive, or from Executive to the Bank, in the event
Executive becomes "permanently disabled". For purposes of
this Agreement, Executive shall be deemed " permanently
disabled " if she has been disabled by bodily or mental
illness, disease, or injury, to the extent that, in the opinion
of the Board of Directors or the Chief Executive Officer of the
Bank, she is materially prevented from performing the duties of
her employment hereunder, and provided further that such
disability has continued substantially for six (6) months.
If requested by the Bank, Executive shall submit to an
examination by a physician selected by the Bank for the purpose
of determining or confirming the existence or extent of any
disability; or
(c) Cause.
Upon written notice from the Bank or the Company
to Executive for “cause.” For purposes of this
Agreement, " cause " shall be (i) a willful and continued
failure by Executive to perform her duties as provided in
Section 1 above (other than due to disability); or (ii) a breach
by Executive of her duties of loyalty, care or good faith to the
Bank or the Company; or (iii) a willful violation by Executive
of any provision of this Agreement; or (iv) a conviction or the
entering of a plea of nolo contendere or similar plea by
Executive for any felony or any crime involving fraud,
dishonesty or a breach of trust; or (v) a breach of the Bank's
Code of Ethics, or (vi) commission by Executive of a willful or
negligent act which causes material harm to the Bank or the
Company; or (vii) habitual absenteeism, alcoholism or other form
of drug or other addiction; or (viii) any violation of laws or
regulations such that Executive ceases to be eligible to serve
as an executive officer of a depository institution or a
depository institution holding company; or (ix) Executive
becomes ineligible to be bonded at costs consistent with the
Bank’s and/or the Company's other executive officers.
In addition, if Executive shall terminate her employment
asserting a breach of this Agreement by the Bank and/or
the Company in accordance with Section 4(e), and it is
ultimately determined that no reasonable basis existed for
Executive's termination on account of the alleged default of the
Bank and/or the Company, such event shall be deemed to be for
“cause” pursuant hereto.
Any notice of termination of Executive's
employment with the Bank for cause shall set forth, in
reasonable detail, the facts and circumstances claimed to
provide the basis for termination of her employment under the
provisions contained herein; or
(d) Change
in
Control.
Upon written notice by Executive to the Company
following a " Change in Control " (as defined in this
Section 4(d)), provided Executive terminates her
employment within one (1) year following the effective date of
such Change in Control.
Subject to the limitations set forth in the
immediately following paragraph, for purposes of this Agreement,
a " Change in Control " shall be deemed to have occurred
if:
(i)
individuals who, at the Effective Date,
constitute the Company’s board of directors (the “
Incumbent Directors ”) cease for any reason to
constitute at least a majority of the Company’s board of
directors, 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 Company’s board of
directors (either by a specific vote or by a proxy solicited by
a 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 (“ Election Contest
”) (as described in Rule 14a-11 under the Securities
Exchange Act of 1934, as amended (the “ 1934 Act
”) 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 1934 Act) 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;
(ii)
any “person” or “group”
(as such terms are used and defined in the 1934 Act, Sections
13(d) and 14(d)) 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 Section 4(d)(ii) 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 10% or more of the
outstanding Company Voting Securities, (B) an acquisition of
Company Voting Securities by the Company which reduces the
number of Company Voting Securities outstanding and thereby
results in any person or group 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 of Company Voting Securities by any employee
benefit plan (or related trust) sponsored or maintained by the
Company or any Parent or Subsidiary, (D) an acquisition of
Voting Securities by an underwriter temporarily holding such
Voting Securities pursuant to an offering of such securities,
(E) an acquisition or other transaction described in Section
4(d)(iii), other than a Non-Qualifying Transaction, or (F) a
transaction (other than the one described in Section 4(d)(iii)
below) in which Company Voting Securities are acquired from the
Company, if a majority of the Incumbent Directors approve a
resolution providing expressly that an acquisition pursuant to
this clause (F) does not constitute a Change in Control of the
Company under this Section 4(d)(ii);
(iii)
the consummation of a reorganization, merger,
consolidation, statutory share exchange or similar form of
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 5
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