Exhibit 10.20 EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT
(the "Agreement"), is entered into and made effective as of this
18th day of October, 2005 by and among O. Jean Strickland ("
Executive ") and First National Bank and Trust Company of
the Treasure Coast (the " Bank ") and the Bank’s
parent corporation Seacoast Banking Corporation of Florida (the "
Company "). WHEREAS, the Bank
and the Company desire to employ Executive as President and Senior
Executive Vice President, respectively, and Executive desires to
serve in such positions; and WHEREAS,
in order to provide assurances to Executive as an inducement to
continue her employment with the Bank and the Company, the Bank and
the Company desires 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 of the Bank or the Company as
hereinafter provided (" Change in Control "); 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 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 Executive
shall serve the Bank in such capacities during the term of this
Agreement. Executive acknowledges that such duties,
responsibilities and powers may be increased from time to time by
the Board of Directors of the Bank, that the position held by
Executive may be changed or Executive’s employment may be
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
|
1
|
|
|
|
|
|
|
|
|
|
|
Executive shall serve the Company in such capacities during the
term of this Agreement. Executive acknowledges that such duties,
responsibilities and powers may be increased from time to time by
the Board of Directors of the Company, that the position held by
Executive may be changed or 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 full time
best efforts to implement the policies established by the Board of
Directors and the Chief Executive Officer of the Bank and the
Company, respectively.
|
|
|
|
|
|
|
|
(d)
|
|
|
|
During the term of this Agreement, Executive shall devote her
full and exclusive business time, 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 three (3) years from the date
hereof, unless further extended by mutual consent of the Bank and
Company and Executive or sooner terminated as herein provided.
Unless 90 days prior notice of non-renewal is given by the
Executive, or the Bank or the Company prior to the end of the
initial term hereof and any subsequent term hereof, this Agreement
shall automatically be renewed on the expiration of the initial
term for a new one year term and thereafter shall be renewed
annually for a one year term expiring on the next succeeding
anniversary of the Agreement. 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 $278,125 per year, payable in monthly
installments, which base salary may be increased from time to time
in accordance with normal business practices of the Bank; and
|
|
|
|
|
|
|
|
(ii)
|
|
Hospitalization insurance (including major medical), long-term
disability insurance, and life insurance in accordance with the
Bank’s and the Company’s insurance plans
|
2
|
|
|
|
for their executive officers (" Senior Management ") as
such plans may be modified from time to time; and
|
|
|
|
|
|
|
|
(iii)
|
|
Reasonable club dues.
|
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 Senior Management of the Bank or the Company is permitted
to participate. The Company does not separately compensate its
officers who are also officers of the Bank and no additional
compensation will be payable by the Company hereunder. 4.
TERMINATION.
Executives’ employment under
this Agreement shall terminate:
|
|
|
|
|
|
|
(a)
|
|
Death.
|
|
Upon Executive’s death; or
|
|
|
|
|
|
|
|
(b)
|
|
Disability.
|
|
Upon notice from the Bank to Executive 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, she is
prevented from performing her material and substantial duties of
employment, and provided further that such disability has
continued substantially for six (6) months preceding such
notice. 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 notice from the Bank 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, as established by their respective Board of
Directors (other than due to disability), or (ii) a breach by
Executive of her fiduciary duties of loyalty or care to the Bank,
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 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 (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
and/or the Company’s other senior officers. In
|
3
|
|
|
|
|
|
|
|
|
|
|
addition, if Executive shall terminate her employment for 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 cause for termination by the Bank.
|
|
|
|
|
|
|
|
|
|
|
|
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 and the
effective date of termination (" Termination Date "); or
|
|
|
|
|
|
|
|
(d)
|
|
Change
|
|
|
|
|
|
in Control.
|
|
Upon notice by Executive to the Bank 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 ". For
purposes of this Agreement, a "Change in Control" shall be deemed
to have occurred if (i) the Bank or Company shall become a
direct or indirect subsidiary of, or shall be merged or
consolidated with or into another entity, which entity is neither
controlled by the Company nor the Bank or if 51% or more of the
voting power of shares of capital stock of the Company or the Bank
or any successor to the Company or the Bank are not held by persons
who were shareholders of the Bank or Company immediately before the
transaction, subject to the limitations of subparagraph
(iii) below, or (ii) all or substantially all of the
assets of the Bank or Company shall be sold or transferred to a
person or entity, which person or entity is neither controlled by
the Bank or Company, or if 51% or more of the voting power of
shares of capital stock of the Company or the Bank or any successor
to the Company or the Bank are not held by pers
|
|
