AMENDED AND
RESTATED
LAKELAND
FINANCIAL CORPORATION
DIRECTORS FEE
DEFERRAL PLAN
This Amended and Restated Lakeland Financial Corporation Directors
Fee Deferral Plan (the “ Plan ”) is amended and
restated effective as of the 9 th day of December 2008,
by the Board of Directors of Lakeland Financial
Corporation.
WITNESSETH:
WHEREAS
, the Board of Directors of Lakeland Financial Corporation (“
Lakeland ”) duly adopted the Plan on the 11th day of
December, 1984 and has from time to time subsequently amended and
restated the Plan; and
WHEREAS
, Lakeland desires to amend and restate the Plan effective as of
December 9, 2008 and intends the Plan to be a material modification
of the Plan such that all amounts earned and vested prior to
December 31, 2004 shall be subject to the provisions of
Section 409A of the Internal Revenue Code of 1986, as amended,
and the regulations promulgated thereunder (“Section
409A”).
NOW, THEREFORE
, the Plan is hereby amended and restated as follows:
I. PURPOSE
The purpose of the Plan is to provide a method by which the
non-employee directors of Lakeland and its subsidiaries may defer
receipt of their directors’ fees until their retirement from
such board of directors and during the period of deferral accrue
income on such deferred fees. This Plan is intended to be a
non-qualified and unfunded plan and in compliance with Section
409A.
II. PARTICIPATION
Each non-employee member of the Board of Directors of Lakeland or
its subsidiaries (collectively referred to herein as the “
Board ”) may become a participant (“
Participant ”) in the Plan as of the later of (a) his
or her appointment to the Board, and (b) his or her filing a
written election in the form of “ Exhibit A ,”
attached hereto and made a part hereof, to defer all or a portion
of the director’s fees coming due and payable. In the year of
becoming a non-employee member of the Board, the director may file
a written election in the form of “ Exhibit A ”
within thirty (30) days of becoming a member of the Board to apply
to director fees due and payable subsequent to the filing of the
election. If a written election is not completed during this
initial thirty (30) day period or in the case of subsequent written
elections to defer, the written election must be filed no later
than December 31 st of the calendar year preceding the
calendar year to which the election is to apply. A director’s
election to defer all or a portion of his or her director’s
fees remain in effect and continue from year to year, unless and
until the director modifies or revokes his or her election by
filing with the Board a new written election in the form of “
Exhibit A ”. Any modification or revocation of a prior
election shall only be effective for director fees coming due and
payable in a subsequent calendar year and each director may modify
or revoke his or her election only once each calendar
year.
III. INDIVIDUAL ACCOUNTS
3.1 Separate
Accounts . Separate accounts shall be established for each
Participant. The Participant’s deferred fees shall be
credited to the Participant’s deferred fee account (“
Account ”) as of the date the fees would otherwise
have been payable to the Participant (the “ Deferral
Date ”).
3.2 Earnings
Credit . Each Participant’s Account will be credited with
the hypothetical number of Lakeland common stock units (“
Units ”), calculated to the nearest thousandth of a
Unit, determined by dividing the amount of the fees deferred on the
Deferral Date by (a) or (b) below, as applicable:
(a) if an actual purchase
is made under a trust established by Lakeland pursuant to Treasury
Department Revenue Procedure 92-64 (a “ Rabbi Trust
”), the actual purchase price for the shares purchased;
and
(b) if an actual purchase
is not made pursuant to subsection (a) above by the end of the
month following the applicable Deferral Date, the average of the
closing market price of Lakeland’s common stock as reported
on Nasdaq for the twenty (20) trading days immediately preceding
and including the Deferral Date.
The Participant’s Account will also be credited with the
number
