<PAGE>
As filed with the Securities and Exchange Commission on December 23, 1996
Registration No. 33-______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the
Securities Act of 1933
Capital City Bank Group, Inc.
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(Exact Name of Registrant as Specified in its Charter)
State of Florida 59-2273542
- ----------------------------- -----------------------------------
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or
Organization)
217 N. Monroe Street, Tallahassee, Florida 32301
------------------------------------------ -----
(Address of Principal Executive Offices) (Zip Code)
Capital City Bank Group, Inc.
1996 Associate Incentive Plan
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(Full Title of the Plan)
Copies To:
J. Kimbrough Davis Jeffrey A. Stoops, Esq.
Senior Vice President and Gunster, Yoakley, Valdes-Fauli
Chief Financial Officer & Stewart, P.A.
217 N. Monroe Street 777 S. Flagler Drive
Tallahassee, Florida 32301 Suite 500 - East Tower
(904) 671-0610 West Palm Beach, Florida 33401
----------------------------
(Name, Address and Telephone
Number of Agent for Service)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following line: X
----
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Offering Registration
Registered Registered/(1)/ Per Share/(2)/ Price Fee
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value
$.01 per share 250,000 shares $42.00 $10,500,000 $3,182.00
- ----------------------------------------------------------------------------------
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to the
Capital City Bank Group, Inc. 1996 Associate Incentive Plan as the result of a
stock split, stock dividend or similar adjustment of the outstanding common
stock of Capital City Bank Group, Inc. pursuant to 17 C.F.R. (S)230.416(a).
(2) Calculated pursuant to Rule 457(h), based on the last available sales price
data for the common stock available to management of the Registrant, in
accordance with Rule 457(h) and (c).
This Registration Statement shall become effective upon the filing in accordance
with Section 8(a) of the Securities Act of 1933, as amended and 17 C.F.R.
(S)230.462.
<PAGE>
PART I
Item 1. Plan Information
This Registration Statement relates to the registration of 250,000 shares of
Common Stock, $.01 par value per share, of Capital City Bank Group, Inc. (the
"Company" or the "Registrant") reserved for issuance and delivery under the
Capital City Bank Group, Inc. 1996 Associate Incentive Plan (the "Plan").
Documents containing the information required by Part I of the Registration
Statement will be sent or given to participants in the Plan as specified by Rule
428(b)(1). Such documents are not filed with the Securities and Exchange
Commission (the "Commission" or the "SEC") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 in
reliance on Rule 428.
Item 2. Registrant Information and Employee Plan Annual Information.
The information required by this Item 2 is contained in the Prospectus meeting
the requirements of Section 10(a) of the Securities Act of 1933, as amended.
PART II
Information Not Required in the Prospectus
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Commission are
incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, which includes the consolidated statements of financial
condition of the Company at December 31, 1995 and 1994, and the related
consolidated statements of income, consolidated and parent company
statements of shareholders' equity and consolidated statements of cash
flows for each of the years in the three-year period ended December 31,
1995, together with the related notes and reports of independent certified
public accountants, filed with the Commission on March 29, 1996, as
amended by Form 10-K/A on April 9, 1996.
(b) All reports filed by the Registrant pursuant to Section 13(a) or 15(d) of
the Exchange Act since December 31, 1995.
(c) The description of the Common Stock required by this Item 3(c) appears in
Item 4 of this Registration Statement.
(d) All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part thereof from the date of filing of
such document. Any statement made in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that such statement is replaced or
modified by a statement contained in a subsequently dated document
incorporated by reference or contained in this Registration Statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
2
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Item 4. Description of Securities.
Common Stock
General. The Company is authorized to issue Thirty Million (30,000,000)
shares of common stock, $.01 par value per share (the "Common Stock"). The
Common Stock is registered under Section 12 of the Exchange Act.
Voting Rights. Each share of the Common Stock has the same relative rights
and is identical in all respects with every other share of Common Stock. The
holders of the Common Stock possess exclusive voting rights in the Company,
except to the extent that shares of serial preferred stock issued in the future
have voting rights, if any. Each holder of the Common Stock is entitled to one
vote for each share held of record on all matters submitted to a vote of holders
of shares of the Common Stock.
Dividends. The Company may, from time to time, declare dividends to the
holders of the Common Stock, who will be entitled to share equally in any such
dividends. Under the Florida Business Corporation Act (the "FBCA"), the Company
will not be allowed to pay dividends if, after giving effect to the dividend,
the Company would not be able to pay its debts as they become due in the usual
course of business, or the Company's total assets would be less than the sum of
its total liabilities plus the amount that would be needed, if the Company were
to be dissolved at the time of the dividend, to satisfy the preferential rights
upon dissolution of shareholders whose rights are superior to those receiving
the distribution.
Liquidation. In the event of a liquidation, dissolution or winding up of the
Company, each holder of shares of the Common Stock would be entitled to receive,
after payment of all debts and liabilities of the Company, a pro rata portion of
all assets of the Company available for distribution to holders of the Common
Stock. If any serial preferred stock is issued, the holders thereof may have a
priority in liquidation or dissolution over the holders of the Common Stock.
Other Characteristics. Holders of the Common Stock do not have preemptive
rights with respect to any additional shares of the Common Stock which may be
issued. The Common Stock is not subject to call for redemption, and the
outstanding shares of the Common Stock, upon payment of the full purchase price
therefor, are fully paid and nonassessable.
Preferred Stock
The Company is authorized to issue Three Million (3,000,000) shares of
preferred stock, $.01 par value per share. The Board of Directors of the Company
is authorized to issue preferred stock and the fix and state voting powers,
designations, preferences or other special rights of such shares and the
qualifications, limitations, and restrictions thereof. The preferred stock may
rank prior to the Common Stock as to dividend rights, liquidation preferences,
or both, and may have full or limited voting rights.
Certain Anti-takeover Provisions in the Amended and Restated Articles of
Incorporation and Bylaws
Authorization of Preferred Stock. The Company's Amended and Restated
Articles of Incorporation authorize the issuance of up to Three Million
(3,000,000) shares of preferred stock. The preferred stock could be issued by
the Board, from time to time, without the necessity of further action or
authorization by the Company's shareholders (unless required by applicable law),
in one or more series and with such voting powers, designations, preferences and
relative, participating, optional or other special rights and qualifications as
the Board may, in its discretion, determine.
Board of Directors. The Amended and Restated Articles of Incorporation
provide that the Board of Directors is divided into three classes, as nearly
equal in number as possible, with each class being elected to office for three
year terms. A classified Board of Directors upon which directors serve three (3)
year terms requires at least two annual shareholder meetings in order to effect
a change in the control of the Board.
The Amended and Restated Articles of Incorporation provide that directors of
the Company may be removed from office by the shareholders only for cause and
that such action may be taken only by the affirmative vote of at least two-
thirds (66%) of the then-outstanding shares of stock entitled to vote generally
in the election of directors. The Amended and Restated Articles of Incorporation
further provide that any vacancy on the Board of Directors, however resulting
(including vacancies created as a result of a resolution of the Board of
Directors increasing the number of directors of the Company), may be filled by a
majority of the directors then in office, even if less than a quorum or by a
sole remaining director, and that such director shall hold office for the
remainder of the term of the class to which he or she is elected.
3
<PAGE>
Limitations on Actions by Shareholders. The Amended and Restated Articles of
Incorporation provide that special meetings of the shareholders of the Company
may be called only by a majority of the total number of authorized directors of
the Company or by the holders of not less than fifty percent (50%) of all the
votes entitled to be cast on any issue at the proposed special meeting. In
addition, shareholders are prohibited by the Amended and Restated Articles of
Incorporation from taking action by a consent in writing. Therefore, all
shareholder action must be taken at an annual or special meeting of
shareholders.
Board Consideration of Certain Nonmonetary Factors in the Event of an Offer by
Another Party. The Amended and Restated Articles of Incorporation provide that
the Board of Directors shall consider all factors it deems relevant in
evaluating a proposed share exchange, tender offer, merger, consolidation, or
other similar transaction. This allows the Board of Directors to consider (i)
the best interests of the shareholders and the Company; (ii) the social, legal
and economic effects on employees, customers, depositors and communities served
by the Company; (iii) the consideration offered in relation to the then current
market value of the Company in a freely negotiated transaction; (iv) estimations
of future value of the stock of the Company; and (v) any other factor deemed
relevant by the Board of Directors.
Amendment of Amended and Restated Articles of Incorporation. The Amended and
Restated Articles of Incorporation provide that specified provisions contained
in the Articles may not be repealed or amended except upon the affirmative vote
of at least two-thirds of the then outstanding shares of the Common Stock
entitled to vote, or by a majority of "disinterested directors" (as defined in
the Articles) and then by a majority of the then outstanding shares of the
Common Stock entitled to vote. The specific provisions are those (i) relating
to the management of the Company and limiting shareholder action by consent
without a meeting; (ii) relating to the number of directors, the filling of
vacancies on the Board of Directors, and the removal of a director or directors
from office; (iii) setting forth the requirements for shareholder nominations to
the Board of Directors; (iv) regarding the consideration of certain nonmonetary
factors in the event of an offer or takeover attempt by a third party; (v)
providing for the indemnification of directors, officers, employees and agents
of the Company; and (vi) governing the required shareholder vote for amendment
of the Articles.
Procedures for Shareholder Nominations. The Amended and Restated Articles of
Incorporation require that any shareholder nominations for the election of
directors be delivered to the Company no less than one hundred twenty (120) nor
more than one hundred eighty (180) days in advance of the date of the Company's
notice of annual meeting provided with respect to the previous year's annual
meeting. If no such meeting was held in the previous year or the date of an
annual meeting has been changed to be more than thirty (30) calendar days
earlier than the date contemplated by the previous year's proxy statement, such
notice must be received no later than the tenth (10th) day following the earlier
of (i) the date on which the notice of annual meeting is given to shareholders
or (ii) the date on which such notice of the meeting is made public. The
Articles also specify certain requirements for stockholder's notice to be in
proper written form.
Applicability of Florida Business Corporation Act
The following discussion is a summary of two statutory shareholder protection
provisions under the FBCA which apply to certain Florida corporations, including
the Company. This summary is provided for informational purposes only. As
such, this summary does not purport to be a complete discussion of, and is
qualified in its entirety by reference to, the governing law and governing
corporate documents of the Company.
Affiliated Transactions. Section 607.0901 of the FBCA provides a super-
majority requirement for certain proposed transactions ("Section 607.0901")
which applies to all Florida corporations unless a corporation expressly chooses
to "opt out" of the applicability of such law or the corporation falls under one
of the exemptions from the statute's application. Under the FBCA, any merger,
share exchange, dissolution or sale of all or substantially all of the assets of
a corporation other than in the usual and regular course of business must be
approved by the affirmative vote of the holders of a majority of the shares of
stock entitled to vote on the matter. As to the Company, Section 607.0901, as
well as the current Amended and Restated Articles of Incorporation of the
Company, require that, in addition to any vote required by the FBCA and subject
to the exceptions described below, any "Affiliated Transaction" between the
Company and any beneficial owner of 10% or more of the Company's voting shares,
including shares held by any associate or affiliate of such a person (an
"Interested Shareholder"), be approved by the affirmative vote of the holders of
two-thirds (66 2/3%) of the voting shares of the Company's stock, excluding for
such purposes any shares held by the Interested Shareholder. An "Affiliated
Transaction" includes, among other transactions: (i) any merger or consolidation
of the Company or any of its subsidiaries with an Interested Shareholder or an
associate or affiliate of an Interested Shareholder, (ii) any sale, exchange or
other disposition of assets of the Company to an Interested Shareholder or an
associate or affiliate of an Interested Shareholder, having an aggregate market
value of all of the outstanding shares of the Company, or representing 5% or
more of the earning power or net income of the Company, and (iii) the issuance
or transfer to the Interested Shareholder or an associate or affiliate of the
Interested Shareholder, by the Company, of
4
<PAGE>
the shares of the Company or any of its subsidiaries which have an aggregate
market value equal to 5% or more of the aggregate market value of all of the
outstanding shares of the Company.
However, the voting requirements of Section 607.0901 do not apply to an
Affiliated Transaction if, among other things: (a) the Affiliated Transaction
has been approved by a majority of the disinterested directors on the Company's
board of directors, (b) the Interested Shareholder has been the beneficial owner
of at least 80% of the Company's outstanding voting shares for at least five
years, (c) certain fair price requirements have been met, or (d) the Company has
not had more than 300 shareholders of record at any time during the three years
preceding the date of the first general public announcement of a proposed
Affiliated Transaction.
The Company is currently subject to Section 607.0901 under its present Amended
and Restated Articles of Incorporation, and thus any Affiliated Transaction
would be subject to a two-thirds (66 2/3%) vote of the holders of the
outstanding shares of the Company entitled to vote, unless otherwise exempt.
Control Share Acquisitions. The control share acquisition provisions of the
FBCA ("Section 607.0902") impose conditions and restrictions on "control share
acquisitions" which provide that any "control shares" (shares which represent at
least 20% of the outstanding stock of a Florida corporation) that are acquired
in a "control share acquisition" have no voting rights except to the extent
approved by the affirmative vote of a majority of all votes entitled to be cast
on the matter, excluding all "interested shares," which are shares which may be
voted directly or indirectly by the person proposing to make the "control share
acquisition," by any officer of the corporation or by any employee who is also a
director of the corporation. The application of Section 607.0902 to the Company
by virtue of the FBCA would have the effect of limiting the voting power of any
Company shareholder, even those who are not intent on soliciting a change in
control of the Company, without first conferring with management upon such
shareholder's acquisition of a threshold amount of the voting stock of the
Company.
Item 5. Interests of Named Experts and Counsel.
None. Neither the named experts or counsel referenced below have an interest in
the Registrant.
Item 6. Indemnification of Directors and Officers.
Section 607.0850 of the FBCA provides that a corporation may indemnify a
director or officer of the corporation and purchase and maintain liability
insurance for those persons as, and to the extent, permitted by Section 607.0850
of the FBCA. In addition, the Registrant's Amended and Restated Articles of
Incorporation obligate the Registrant to indemnify its officers and directors
for costs and expenses actually and reasonably incurred in connection with a
legal proceeding, including amounts paid in settlement of such a proceeding, to
the fullest extent permitted by the FBCA.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
Registrant, the Registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5. Opinion of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A. regarding the
legality of the securities being offered hereby.
10. 1996 Associate Incentive Plan
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Hacker, Johnson, Cohen & Grieb
23.3 Consent of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A. (contained in
Exhibit 5).
Item 9. Undertakings.
The undersigned hereby undertakes:
5
<PAGE>
(1) To file, during any period in which offers or sales are being made, a post
effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post effective amendment any of
the securities being registered which remain unsold at the termination of the
Plan.
(4) That, for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(5) To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Tallahassee, State of Florida, on the 20th day of
December, 1996.
Capital City Bank Group, Inc.
By: /s/ William G. Smith, Jr.
------------------------------------
William G. Smith, Jr., President and Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ DuBose Ausley Chairman of the Board December 20, 1996
- --------------------------
DuBose Ausley
/s/ Thomas A. Barron Director December 20, 1996
- --------------------------
Thomas A. Barron
/s/ Cader B. Cox, III Director December 20, 1996
- --------------------------
Cader B. Cox, III
/s/ John K. Humphress Director December 20, 1996
- --------------------------
John K. Humphress
/s/ Payne H. Midyette Director December 20, 1996
- --------------------------
Payne H. Midyette, Jr.
/s/ Godfrey Smith Director December 20, 1996
- --------------------------
Godfrey Smith
/s/ William G. Smith, Jr. Director December 20, 1996
- -------------------------
William G. Smith, Jr.
7
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- ----------------------
5 Opinion of Gunster, Yoakley, Valdes-
Fauli & Stewart, P.A. regarding the
legality of the securities
being offered hereby
10 1996 Associate Incentive Plan
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Hacker, Johnson, Cohen & Grieb
23.3 Consent of Gunster, Yoakley, Valdes-
Fauli & Stewart, P.A. (contained
in Exhibit 5)
8
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EXHIBIT 5
<PAGE>
11221.9000
(407) 650-0539
December 20, 1996
Board of Directors
Capital City Bank Group, Inc.
217 N. Monroe Street
Tallahassee, FL 32301
Re: Capital City Bank Group, Inc.
1996 Associate Incentive Plan -
Registration Statement on Form S-8,
250,000 Shares of Common Stock
Ladies and Gentlemen:
We have acted as legal counsel for Capital City Bank Group, Inc. (the
"Company"), a corporation organized under the laws of the State of Florida, with
respect to the Company's Form S-8 Registration Statement (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission on or about December 23, 1996 in connection with the registration
under the Securities Act of 1933, as amended, by the Company of an aggregate of
up to 250,000 shares of Common Stock, par value $.01 per share (the "Common
Stock"), issuable upon issuance of stock under the Capital City Bank Group, Inc.
1996 Associate Incentive Plan, effective as of January 1, 1996 (the "Plan").
As legal counsel for the Company, we have examined the corporate proceedings
relating to the Plan and such other legal matters as we deemed appropriate for
the purposes of rendering this opinion.
We have assumed the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals of
such copies. We have assumed that all signatories were and are legally
competent to execute and deliver the documents executed by each of them.
Based upon and subject to the foregoing, and in reliance thereon, and subject
to the qualifications hereinafter expressed, we are of the opinion that the
shares of Common Stock to be issued under the Plan have been duly and validly
authorized for issuance and, when issued in accordance with the terms of the
Plan, will be validly issued, fully paid, and nonassessable.
We are members of the Bar of the State of Florida and do not herein express
any opinion as to matters governed by the laws of any jurisdiction other than
the internal laws of the State of Florida (without reference to the choice-of-
law or conflict-of-law provisions, principles or decisions under Florida law, or
under any other state, federal or foreign law); and we have assumed compliance
with all other laws, including, without limitation, Federal, foreign and other
states' laws.
Our opinions are limited to the specific issues addressed and are limited in
all respects to laws and facts existing on the date hereof. By rendering our
opinion letter, we do not undertake to advise you of any changes in such laws or
facts which may occur or come to our attention after the date hereof.
<PAGE>
Page 2
December 20, 1996
Board of Directors
We hereby consent to the inclusion of this opinion letter as part of the
Registration Statement. The foregoing opinions are furnished to you at your
request, are solely for your benefit and may not be relied upon by any other
party without the prior written consent of a shareholder of this law firm.
Very truly yours,
/s/ Gunster, Yoakley, Valdes-Fauli
& Stewart, P.A.
-----------------------------------
GUNSTER, YOAKLEY, VALDES-FAULI
& STEWART, P.A.
<PAGE>
EXHIBIT 10
<PAGE>
CAPITAL CITY BANK GROUP, INC.
1996 ASSOCIATE INCENTIVE PLAN
1. Purpose. The purpose of the 1996 Associate Incentive Plan
-------
("Plan") of Capital City Bank Group, Inc. ("Company") is to provide a means
through which the Company and its Subsidiaries may attract able persons to enter
and remain in the employ or other service of the Company and its Subsidiaries,
and to provide a means whereby those key persons upon whom the responsibilities
of the successful administration and management of the Company rest, and whose
present and potential contributions to the welfare of the Company are of
importance, can acquire and maintain stock ownership, thereby strengthening
their commitment to the welfare of the Company and promoting an identity of
interest between shareholders and these key persons.
A further purpose of the Plan is to provide such key persons with
additional incentive and reward opportunities designed to enhance the profitable
growth of the Company. The Plan provides for granting Incentive Stock Options,
Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards,
Phantom Stock Unit Awards and Performance Share Units, or any combination of the
foregoing.
2. Definitions. The following definitions shall be applicable
-----------
throughout the Plan.
(a) "Appreciation Date" shall mean the date designated by a Holder of
Stock Appreciation Rights for measurement of the appreciation in the value of
rights awarded to him, which date shall be the date notice of such designation
is received by the Board, or its designee.
(b) "Award" shall mean, individually or collectively, any Incentive
Stock Option, Non-Qualified Stock Option, Stock Appreciation Right, Restricted
Stock Award, Phantom Stock Unit Award or Performance Share Unit Award.
(c) "Award Period" shall mean a period of time within which
performance is measured for the purpose of determining whether an award of
Performance Share Units has been earned.
(d) "Board" shall mean the Board of Directors of the Company.
(e) "Cause" shall mean the Company or a Subsidiary having cause to
terminate a Participant's employment under any existing employment agreement
between the Participant and the Company or a Subsidiary or, in the absence of
such an employment agreement, upon (i) the determination by the Board that the
Participant has failed to perform his duties to the Company or a Subsidiary
(other than as a result of his incapacity due to physical or mental illness or
injury), which failure amounts to an intentional and extended neglect of his
duties to such party, (ii) the Board's determination that the Participant has
engaged or is about to engage in conduct materially injurious to the Company or
a Subsidiary, or (iii) the Participant having been convicted of a felony.
(f) "Change in Control" shall, unless the Board otherwise directs by
resolution adopted prior thereto, be deemed to occur if (i) any "person" (as
that term is used in Sections 13 and 14(d)(2) of the Securities and Exchange Act
of 1934 ("Exchange Act")) is or becomes the beneficial owner (as that term is
used in Section 13(d) of the Exchange Act), directly or indirectly, of twenty-
five percent (25%) or more of the voting stock; or (ii) during any period of
1
<PAGE>
two consecutive years, individuals who at the beginning of such period
constitute the Board cease for any reason to constitute at least a majority
thereof, unless the election or the nomination for election by the Company's
shareholders of each new director was approved by a vote of at least three-
quarters of the directors then still in office who were directors at the
beginning of the period. Any merger, consolidation or corporate reorganization
in which the owners of the Company's capital stock entitled to vote in the
election of directors ("Voting Stock") prior to said combination, own fifty
percent (50%) or more of the resulting entity's voting stock shall not, by
itself, be considered a Change in Control.
(g) "Code" shall mean the Internal Revenue Code of 1986, as amended.
Reference in the Plan to any section of the Code shall be deemed to include any
amendments or successor provisions to such section and any regulations under
such section.
(h) "Common Stock" shall mean the Common Stock of the Company, one
penny ($0.01) par value per share.
(i) "Company" shall mean Capital City Bank Group, Inc., a Florida
corporation.
(j) "Date of Grant" shall mean the date on which the granting of an
Award is authorized or such other date as may be specified in such
authorization.
(k) "Disability" shall mean the complete and permanent inability by
reason of illness or accident to perform the duties of the occupation at which a
Participant was employed when such disability commenced or, if the Participant
was retired when such disability commenced, the inability to engage in any
substantial gainful activity, as determined by the Board based upon medical
evidence acceptable to it.
(l) "Eligible Associate" shall mean any person regularly employed by
the Company or a Subsidiary on a full-time salaried basis who satisfies all of
the requirements of Section 6.
(m) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
(n) "Fair Market Value" shall mean the average of (i) the high and low
prices of the shares of Common Stock on the principal national securities
exchange on which the Common Stock is traded for the ten (10) trading days
immediately preceding the date of determination, if the Common Stock is then
traded on a national securities exchange; or (ii) the last reported sale prices
of the shares of Common Stock on the NASDAQ National Market List for the ten
(10) trading days immediately preceding the date of determination, if the Common
Stock is not then traded on a national securities exchange; or (iii) the closing
bid prices last quoted by an established quotation service for over-the-counter
securities for the ten (10) trading days immediately preceding the date of
determination, if the Common Stock is not reported on the NASDAQ National Market
List. However, if the Common Stock is not publicly-traded at the time an option
is granted under the Plan, "Fair Market Value" shall be deemed to be the fair
value of the Common Stock as determined by the Board after taking into
consideration all factors which it deems appropriate, including, without
limitation, recent sale and offer prices of the Common Stock in private
transactions negotiated at arm's length.
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(o) "Holder" shall mean a Participant who has been granted an Option,
a Stock Appreciation Right, a Restricted Stock Award, Phantom Stock Unit Award
or a Performance Share Unit Award.
(p) "Incentive Stock Option" shall mean an Option granted by the Board
to a Participant under the Plan which is designated by the Board as an Incentive
Stock Option pursuant to Section 422 of the Code.
(q) "Non-Qualified Stock Option" shall mean an Option granted by the
Board to a Participant under the Plan which is not designated by the Board as an
Incentive Stock Option.
(r) "Normal Termination" shall mean termination:
(i) With respect to the Company or a Subsidiary, at retirement
(excluding early retirement) pursuant to the Company
retirement plan then in effect;
(ii) On account of Disability;
(iii) With the written approval of the Board; or
(iv) By the Company or a Subsidiary without cause.
(s) "Option" shall mean an Award granted under Section 7 of the Plan.
(t) "Option Period" shall mean the period described in Section 7(c).
(u) "Participant" shall mean a person who has been selected to
participate in the Plan and to receive an Award pursuant to Section 6.
Participants are limited to Eligible Associates or a director of a Subsidiary
who is not otherwise a participant in the Company's 1996 Director Stock Purchase
Plan.
(v) "Performance Goals" shall mean the performance objectives of the
Company during an Award Period or Restricted Period established for the purpose
of determining whether, and to what extent, Awards will be earned for an Award
Period or Restricted Period.
(w) "Performance Share Unit" shall mean a hypothetical investment
equivalent equal to one share of Stock granted in connection with an Award made
under Section 9 of the Plan.
(x) "Phantom Stock Unit" shall mean a hypothetical investment
equivalent equal to one Share of Stock granted in connection with an Award made
under Section 10 of the Plan,
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<PAGE>
or credited with respect to Awards of Performance Share Units which have been
deferred under Section 9.
(y) "Plan" shall mean the 1996 Associate Incentive Plan of Capital
City Bank Group, Inc.
(z) "Restricted Period" shall mean, with respect to any share of
Restricted Stock, the period of time determined by the Board during which such
share of Restricted Stock is subject to the restrictions set forth in Section
10.
(aa) "Restricted Stock" shall mean shares of Common Stock issued or
transferred to a Participant subject to the restrictions set forth in Section 10
and any new, additional or different securities a Participant may become
entitled to receive as a result of adjustments made pursuant to Section 12.
(bb) "Restricted Stock Award" shall mean an Award granted under
Section 10 of the Plan.
(cc) "Securities Act" shall mean the Securities Act of 1933, as
amended.
(dd) "Stock" shall mean the Common Stock or such other authorized
shares of stock of the Company as the Board may from time to time authorize for
use under the Plan.
(ee) "Stock Appreciation Right" or "SAR" shall mean an Award
granted under Section 8 of the Plan.
(ff) "Subsidiary" shall mean any corporation which is a "subsidiary
corporation" of the Company within the meaning of Section 424(f) of the Code.
(gg) "Valuation Date" shall mean the last day of an Award Period
or the date of death of a Participant, as applicable.
3. Effective Date, Duration and Shareholder Approval. Subject to the
-------------------------------------------------
approval of this Plan by the shareholders of the Company at a duly convened
meeting of shareholders, the Plan shall become effective on the date of approval
by the Board, and no further Awards may be made after December 31, 2005.
The Plan shall continue in effect until all matters relating to the
payment of Awards and administration of the Plan have been settled.
4. Administration. The Board shall administer the Plan. The Board
--------------
shall consist of at least two (2) members. A majority of the members of the
Board shall constitute a quorum. The acts of a majority of the members present
at any meeting at which a quorum is present or acts
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approved in writing by a majority of the Board shall be deemed the acts of the
Board. Subject to the provisions of the Plan, the Board shall have exclusive
power to:
(a) Select the persons to be Participants in the Plan;
(b) Determine the nature and extent of the Awards to be made to
each Participant;
(c) Determine the time or times when Awards will be made;
(d) Determine the duration of each Award Period;
(e) Determine the conditions to which the payment of Awards may be
subject;
(f) Establish the Performance Goals for each Award Period;
(g) Prescribe the form or forms evidencing Awards; and
(h) Cause records to be established in which there shall be
entered, from time to time as Awards are made to Participants, the date of each
Award, the number of Incentive Stock Options, Non-Qualified Stock Options, SARs,
Phantom Stock Units, Performance Share Units and Shares of Restricted Stock
awarded by the Board to each Participant, the expiration date, the Award Period
and the duration of any applicable Restricted Period.
The Board shall have the authority, subject to the provisions of the
Plan, to establish, adopt, or revise such rules and regulations and to make all
such determinations relating to the Plan as it may deem necessary or advisable
for the administration of the Plan. The Board's interpretation of the Plan or
any Awards granted pursuant thereto and all decisions and determinations by the
Board with respect to the Plan shall be final, binding, and conclusive on all
parties unless otherwise determined by the Board.
5. Grant of Options, Stock Appreciation Rights, Restricted Stock
-------------------------------------------------------------
Awards, Phantom Stock Awards and Performance Share Units; Shares Subject to the
- -------------------------------------------------------------------------------
Plan. The Board may, from time to time, grant Awards of Options, Stock
- -----
Appreciation Rights, Restricted Stock, Phantom Stock Units and/or Performance
Share Units to one or more Participants; provided, however, that:
(a) Subject to Section 12, the aggregate number of shares of Stock
made subject to Awards may not exceed two hundred fifty thousand (250,000);
(b) Such shares shall be deemed to have been used in payment of Awards
whether they are actually delivered or the Fair Market Value equivalent of such
shares is paid in cash. In the event any Option, SAR not attached to an Option,
Restricted Stock, Phantom Stock Unit
5
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or Performance Share Unit shall be surrendered, terminate, expire, or be
forfeited, the number of shares of Stock no longer subject thereto shall
thereupon be released and shall thereafter be available for new Awards under the
Plan to the fullest extent permitted by the Exchange Act (if applicable at the
time); and
(c) Stock delivered by the Company in settlement of Awards under the
Plan may be authorized and unissued Stock or Stock held in the treasury of the
Company or may be purchased on the open market or by private purchase at prices
no higher than the Fair Market Value at the time of purchase.
6. Eligibility. Participants shall be limited to officers and employees
-----------
of the Company and its Subsidiaries and to directors of Subsidiaries who are not
participants in the Company's 1996 Director Stock Purchase Plan, in each case
who have received written notification from the Board or from a person
designated by the Board that they have been selected to participate in the Plan.
7. Stock Options. One or more Incentive Stock Options or Non-Qualified
-------------
Stock Options can be granted to any Participant; provided, however, that
Incentive Stock Options may be granted only to Eligible Associates. Each Option
so granted shall be subject to the following conditions .
(a) Option price. The option price ("Option Price") per share of
Stock shall be set by the Board at the time of grant but shall not be less than
(i) in the case of an Incentive Stock Option, the Fair Market Value of a share
of Stock at the Date of Grant, and (ii) in the case of a Non-Qualified Stock
Option, the par value per share of Stock.
(b) Manner of exercise and form of payment. Options which have become
exercisable may be exercised by delivery of written notice of exercise to the
Board accompanied by payment of the Option Price. The Option Price shall be
payable in cash and/or shares of Stock valued at the Fair Market Value at the
time the Option is exercised, or, in the discretion of the Board, either (i) in
other property having a Fair Market Value on the date of exercise equal to the
Option Price, or (ii) by delivering to the Company a copy of irrevocable
instructions to a stockbroker to deliver promptly to the Company an amount of
sale or loan proceeds sufficient to pay the Option Price.
(c) Other terms and conditions. If the Holder has not died or his
relationship as an officer, employee or director with the Company or a
Subsidiary has not terminated, the Option shall become exercisable in such
manner and within such period or periods ("Option Period"), not to exceed ten
(10) years from its Date of Grant, as set forth in the Stock Option Agreement to
be entered into in connection therewith.
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(i) Each Option shall lapse in the following situations:
-- Ten (10) years after it is granted;
-- Three (3) months after Normal
Termination, except as otherwise
provided by the Board, or
-- Any earlier time set forth in the
Stock Option Agreement.
(ii) If the Holder terminates his relationship as an
officer, employee or director with the Company or a
Subsidiary otherwise than by Normal Termination or
death, the Option shall lapse at the time of
termination.
(iii) If the Holder dies within the Option Period or within
three (3) months after Normal Termination (or such
other period as may have been established by the
Board), the Option shall lapse unless it is exercised
within the Option Period and in no event later than
twelve (12) months after the date of Holder's death by
the Holder's legal representative or representatives or
by the person or persons entitled to do so under the
Holder's last will and testament or, if the Holder
shall fail to make testamentary disposition of such
Option or shall die intestate, by the person entitled
to receive said Option under the applicable laws of
descent and distribution.
(d) Stock Option Agreement. Each Option granted under the Plan shall
be evidenced by a "Stock Option Agreement" between the Company and the Holder of
the Option containing such provisions as may be determined by the Board, but
shall be subject to the following terms and conditions.
(i) Each Option or portion thereof that is exercisable
shall be exercisable for the full amount or for any
part thereof, except as otherwise determined by the
terms of the Stock Option Agreement.
(ii) Each share of Stock purchased through the exercise of
an Option shall be paid for in full at the time of the
exercise. Each Option shall cease to be exercisable, as
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<PAGE>
to any share of Stock, when the Holder purchases the
share or exercises a related SAR or when the Option
lapses.
(iii) Options shall not be transferable by the Holder
except by will or the laws of descent and distribution
and shall be exercisable during the Holder's lifetime
only by him or her.
(iv) Each Option shall become exercisable by the Holder in
accordance with the vesting schedule (if any)
established by the Board for the Award.
(v) Each Stock Option Agreement may contain an agreement
that, upon demand by the Board for such a
representation, the Holder shall deliver to the Board at
the time of any exercise of an Option a written
representation that the shares to be acquired upon such
exercise are to be acquired for investment and not for
resale or with a view to the distribution thereof. Upon
such demand, delivery of such representation prior to
the delivery of any shares issued upon exercise of an
Option shall be a condition precedent to the right of
the Holder or such other person to purchase any shares.
In the event certificates for Stock are delivered under
the Plan with respect to which such investment
representation has been obtained, the Board may cause a
legend or legends to be placed on such certificates to
make appropriate reference to such representation and to
restrict transfer in the absence of compliance with
applicable federal or state securities laws.
(e) Grants to 10% Holders of Company Voting Stock. Notwithstanding
Section 7(a), if an Incentive Stock Option is granted to a Holder who owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or of the Company and its Subsidiaries, the period
specified in the Stock Option Agreement for which the Option thereunder is
granted and at the end of which such Option shall expire shall not exceed five
(5) years from the Date of Grant of such Option and the Option Price shall be at
least one hundred ten percent (110%) of the Fair Market Value (on the Date of
Grant) of the Stock subject to the Option.
(f) Limitation. To the extent the aggregate Fair Market Value (as
determined as of the Date of Grant) of Stock for which Incentive Stock Options
are exercisable for the first time by any Participant during any calendar year
(under all plans of the Company and its
8
<PAGE>
Subsidiaries) exceeds One Hundred Thousand Dollars ($100,000), such excess
Incentive Stock Options shall be treated as Non-Qualified Stock Options.
(g) Voluntary Surrender. The Board may permit the voluntary
surrender of all or any portion of any Non-Qualified Stock Option and its
corresponding SAR, if any, granted under the Plan to be conditioned upon the
granting to the Holder of a new Option for the same or a different number of
shares as the Option surrendered or require such voluntary surrender as a
condition precedent to a grant of a new Option to such Participant. Such new
Option shall be exercisable at the Option Price, during the exercise period, and
in accordance with any other terms or conditions specified by the Board at the
time the new Option is granted, all determined in accordance with the provisions
of the Plan without regard to the Option Price, exercise period, or any other
terms and conditions of the Non-Qualified Stock Option surrendered.
(h) Order of Exercise. Options granted under the Plan may be
exercised in any order, regardless of the Date of Grant or the existence of any
other outstanding Option.
(i) Notice of Disposition. Participants shall give prompt notice
to the Company of any disposition of Stock acquired upon exercise of an
Incentive Stock Option if such disposition occurs within either two (2) years
after the Date of Grant of such Option and/or one (1) year after the receipt of
such Stock by the Holder.
8. Stock Appreciation Rights. Any Option granted under the Plan may
-------------------------
include an SAR, either at the time of grant or by amendment except that in the
case of an Incentive Stock Option, such SAR shall be granted only at the time of
grant of the related Option. The Board may also award to Participants SARs
independent of any Option. An SAR shall be subject to such terms and conditions
not inconsistent with the Plan as the Board shall impose, including, but not
limited to, the following:
(a) Vesting. An SAR granted in connection with an Option shall
become exercisable, be transferable and shall lapse according to the same
vesting schedule, transferability and lapse rules that are established by the
Board for the Option. An SAR granted independent of an Option shall become
exercisable, be transferable and shall lapse in accordance with a vesting
schedule, transferability and lapse rules established by the Board.
(b) Failure to Exercise. If on the last day of the Option Period
(or in the case of an SAR independent of an Option, the SAR period established
by the Board), the Fair Market value of the Stock exceeds the Option Price, the
Holder has not exercised the Option or SAR, and neither the Option nor the SAR
has lapsed, such SAR shall be deemed to have been exercised by the Holder on
such last day and the Company shall make the appropriate payment therefor.
(c) Payment. The amount of additional compensation which may be
received pursuant to the award of one SAR is the excess, if any, of the Fair
Market Value of one share of Stock on the Appreciation Date over the Option
Price, in the case of an SAR granted in
9
<PAGE>
connection with an Option, or the Fair Market Value of one (1) share of Stock on
the Date of Grant, in the case of an SAR granted independent of an Option. The
Company shall pay such excess in cash, in shares of Stock valued at Fair Market
Value, or any combination thereof, as determined by the Board. Fractional
shares shall be settled in cash.
(d) Designation of Appreciation Date. A Participant may designate
an Appreciation Date at such time or times as may be determined by the Board at
the time of grant by filing an irrevocable written notice with the Board or its
designee, specifying the number of SARs to which the Appreciation Date relates,
and the date on which such SARs were awarded. Such time or times determined by
the Board may take into account any applicable "window periods" required by Rule
16b-3 under the Exchange Act.
(e) Expiration. Except as otherwise provided in the case of SARs
granted in connection with Options, the SARs shall expire on a date designated
by the Board which is not later than ten (10) years after the date on which the
SAR was awarded.
9. Performance Shares,
------------------
(a) Award Grants. The Board is authorized to establish Performance
Share programs to be effective over designated Award Periods of not less than
one (1) year nor more than five (5) years. At the beginning of each Award
Period, the Board will establish in writing Performance Goals based upon
financial or other objectives for the Company for such Award Period and a
schedule relating the accomplishment of the Performance Goals to the Awards to
be earned by Participants. Performance Goals may include absolute or relative
growth in earnings per share or rate of return on shareholders' equity or other
measurement of corporate performance and may be determined on an individual
basis or by categories of Participants. The Board may adjust Performance Goals
or performance measurement standards as it deems equitable in recognition of
extraordinary or non-recurring events experienced during an Award Period by the
Company, a Subsidiary or by any other corporation whose performance is relevant
to the determination of whether Performance Goals have been attained. The Board
shall determine the number of Performance Share Units to be awarded, if any, to
each Participant who is selected to receive an Award. The Board may add new
Participants to a Performance Share program after its commencement by making pro
rata grants.
(b) Determination of Award. At the completion of a Performance
Share program, or at other times as specified by the Board, the Board shall
calculate the amount earned with respect to each Participant's award by
multiplying the Fair Market Value on the Valuation Date by the number of
Performance Share Units granted to the Participant and multiplying the amount so
determined by a performance factor representing the degree of attainment of the
Performance Goals.
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<PAGE>
(c) Partial Awards. A Participant for less than a full Award
Period, whether by reason of commencement or termination of employment or
otherwise, shall receive such portion of an Award, if any, for that Award Period
as the Board shall determine.
(d) Payment of Non-deferred Awards. The amount earned with respect
to an Award shall be fully payable in shares of Stock based on the Fair Market
Value on the Valuation Date; provided, however, that, at its discretion, the
Board may vary such form of payment as to any Participant upon the specific
request of such Participant. Except as provided in subparagraph 9(e), payments
of Awards shall be made as soon as practicable after the completion of an Award
Period.
(e) Deferral of Payment. A Participant may file a written election
with the Board to defer the payment of any amount otherwise payable pursuant to
subparagraph 9(d) on account of an Award to a period commencing at such future
date as specified in the election. Such election must be filed with the Board no
later than the last day of the month which is two-thirds of the way through the
Award Period during which the Award is earned, unless the Board specifies an
earlier filing date.
(f) Separate Accounts. At the conclusion of each Award Period, the
Board shall cause a separate account to be maintained in the name of each
Participant with respect to whom all or a portion of an Award of Performance
Share Units earned under the Plan has been deferred. All amounts credited to
such account shall be fully vested at all times.
(g) Election of Form of Investment. Within sixty (60) days from
the end of each Award Period, and at such time or times, if any, as the Board
may permit, a Participant may file a written election with the Board of the
percentage of the deferred portion of any Award of Performance Share Units which
is to be expressed in the form of dollars and credited with interest, the
percentage of such Award which is to be expressed in the form of Phantom Stock
Units and the percentage of such Award which is to be deemed invested in any
other hypothetical investment equivalent from time to time made available under
the Plan by the Board. In the event a Participant fails to file an election
within the time prescribed, one hundred percent (100%) of the deferred portion
of such Participant's Award shall be expressed in the form of Phantom Stock
Units.
(h) Interest Portion. The amount of interest credited with respect
to the portion of an Award credited to the Participant's account which is
deferred and credited with interest (the "Interest Portion") shall be equal to
the amount such portion would have earned had it been credited with interest
from the last day of the Award Period with respect to which the Award was made
until the seventh (7th) business day preceding the date as of which payment is
made, compounded annually, at the Company's rate of return on shareholders'
equity for each fiscal year that payment is deferred, or at such other rate as
the Board may from time to time determine. The Board may, in its sole
discretion, credit interest on amounts payable prior to the date on which the
Company's rate of return on shareholders' equity becomes ascertainable at the
rate applicable to deferred amounts during the year immediately preceding the
year of payment.
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(i) Phantom Stock Unit Portion. With respect to the portion of an
Award credited to the Participant's account which is deferred and expressed in
the form of Phantom Stock Units (the "Phantom Stock Unit Portion"), the number
of Phantom Stock Units so credited shall be equal to the result of dividing (i)
the Phantom Stock Unit Portion by (ii) the Fair Market Value on the date the
Award Period ended.
(j) Dividend Equivalents. Within thirty (30) days from the payment
of a dividend by the Company on its Stock, the Phantom Stock Unit Portion of
each Participant's account shall be credited with additional Phantom Stock Units
the number of which shall be determined by (i) multiplying the dividend per
share paid on the Company's Stock by the number of Phantom Stock Units credited
to his account at the time such dividend was declared, then (ii) dividing such
amount by the Fair Market Value on the payment date for such dividend.
(k) Payment of Deferred Awards. Payment with respect to amounts
credited to the account of a Participant shall be made in a series of annual
installments over a period of ten (10) years, or such other period as the Board
may direct, or as the Board may allow the Participant to elect, in either case
at the time of the original deferral election. Except as otherwise provided by
the Board, each installment shall be withdrawn proportionately from the Interest
Portion and from the Phantom Stock Unit Portion of a Participant's account based
on the percentage of the Participant's account which he originally elected to be
credited with interest and with Phantom Stock Units, or, if a later election has
been permitted by the Board and is then in effect, based on the percentage
specified in such later election. Payments shall commence on the date specified
by the Participant in his deferral election, unless the Board in its sole
discretion determines that payment shall be made over a shorter period or in
more frequent installments, or commence on an earlier date, or any or all of the
above. If a Participant dies prior to the date on which payment with respect to
all amounts credited to his account shall have been completed, payment with
respect to such amounts shall be made to the Participant's beneficiary in a
series of annual installments over a period of five (5) years, unless the Board
in its sole discretion determines that payment shall be made over a shorter
period or in more frequent installments, or both. To the extent practicable,
each installment payable hereunder shall approximate that part of the amount
then credited to the Participant's or beneficiary's account which, if multiplied
by the number of installments remaining to be paid would be equal to the entire
amount then credited to the Participant's account.
(l) Composition of Payment. The Board shall cause all payments
with respect to deferred Awards to be made in a manner such that not more than
one-half of the value of each installment shall consist of Stock. To that end,
payment with respect to the Interest Portion and the Phantom Stock Unit Portion
of a Participant's account shall be paid in cash and Stock as the Board shall
determine in its sole discretion. The determination of any amount to be paid in
cash for Phantom Stock Units shall be made by multiplying (i) the Fair Market
Value of one share of Stock on the date as of which payment is made, by (ii) the
number of Phantom Stock Units for which payment is being made. The determination
of the number of shares of Stock, if any, to be distributed with respect to the
Interest Portion of a Participant's account shall be made by dividing (i) one-
half
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of the value of such portion on the date as of which payment is made, by (ii)
the Fair Market Value of one (1) share of Stock on such date. Fractional shares
shall be paid in cash.
(m) Alternative Investment Equivalents. If the Board shall have
permitted Participants to elect to have deferred Awards of Performance Share
Units invested in one or more hypothetical investment equivalents other than
interest or Phantom Stock Units, such deferred Awards shall be credited with
hypothetical investment earnings at such rate, manner and time as the Board
shall determine. At the end of the deferral period, payment shall be made in
respect of such hypothetical investment equivalents in such manner and at such
time as the Board shall determine.
(n) Adjustment of Performance Goals. The Board may, during the
Award Period, make such adjustments to Performance Goals as it may deem
appropriate, to compensate for, or reflect, any significant changes that may
have occurred during such Award Period in (i) applicable accounting rules or
principles or changes in the Company's method of accounting or in that of any
other corporation whose performance is relevant to the determination of whether
an Award has been earned or (ii) tax laws or other laws or regulations that
alter or affect the computation of the measures of Performance Goals used for
the calculation of Awards.
10. Restricted Stock Awards and Phantom Stock Units.
-----------------------------------------------
(a) Award of Restricted Stock and Phantom Stock Units.
(i) The Board shall have the authority (1) to grant
Restricted Stock and Phantom Stock Unit Awards, (2)
to issue or transfer Restricted Stock to
Participants, and (3) to establish terms, conditions
and restrictions applicable to such Restricted Stock
and Phantom Stock Units, including the Restricted
Period, which may differ with respect to each
grantee, the time or times at which Restricted Stock
or Phantom Stock Units shall be granted or become
vested and the number of shares or units to be
covered by each grant.
(ii) The Holder of a Restricted Stock Award shall execute
and deliver to the Secretary of the Company an
agreement with respect to Restricted Stock and escrow
agreement satisfactory to the Board and the
appropriate blank stock powers with respect to the
Restricted Stock covered by such agreements and shall
pay to the Company, as the purchase price of the
shares of Stock subject to such Award, the aggregate
par value of such shares of Stock within sixty (60)
days following the making of such Award. If a
Participant shall fail to
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execute the agreement, escrow agreement and stock
powers or shall fail to pay such purchase price
within such period, the Award shall be null and void.
Subject to the restrictions set forth in Section
10(b), the Holder shall generally have the rights and
privileges of a shareholder as to such Restricted
Stock, including the right to vote such Restricted
Stock. At the discretion of the Board, cash and stock
dividends with respect to the Restricted Stock may be
either currently paid or withheld by the Company for
the Holder's account, and interest may be paid on the
amount of cash dividends withheld at a rate and
subject to such terms as determined by the Board.
Cash or stock dividends so withheld by the Board
shall not be subject to forfeiture.
(iii) In the case of a Restricted Stock Award, the Board
shall then cause stock certificates registered in the
name of the Holder to be issued and deposited
together with the stock powers with an escrow agent
to be designated by the Board. The Board shall cause
the escrow agent to issue to the Holder a receipt
evidencing any stock certificate held by it
registered in the name of the Holder.
(iv) In the case of a Phantom Stock Units Award, no shares
of Stock shall be issued at the time the Award is
made, and the Company will not be required to set
aside a fund for the payment of any such Award. The
Board shall, in its sole discretion, determine
whether to credit to the account of, or to currently
pay to, each Holder of an Award of Phantom Stock
Units an amount equal to the cash dividends paid by
the Company upon one share of Stock for each Phantom
Stock Unit then credited to such Holder's account
("Dividend Equivalents"). Dividend Equivalents
credited to Holder's account shall be subject to
forfeiture and may bear interest at a rate and
subject to such terms as determined by the Board.
(b) Restrictions.
(i) Restricted Stock awarded to a Participant shall be
subject to the following restrictions until the
expiration
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of the Restricted Period: (1) the Holder shall not be
entitled to delivery of the stock certificate; (2)
the shares shall be subject to the restrictions on
transferability set forth in the grant; (3) the
shares shall be subject to forfeiture to the extent
provided in subparagraph (d) and, to the extent such
shares are forfeited, the stock certificates shall be
returned to the Company, and all rights of the Holder
to such shares and as a shareholder shall terminate
without further obligation on the part of the
Company.
(ii) Phantom Stock Units awarded to any Participant shall
be subject to the following restrictions until the
expiration of the Restricted Period: (1) the units
shall be subject to forfeiture to the extent provided
in subparagraph (d), and to the extent such units are
forfeited, all rights of the Holder to such units
shall terminate without further obligation on the
part of the Company and (2) any other restrictions
which the Board may determine in advance are
necessary or appropriate.
(iii) The Board shall have the authority to remove any or
all of the restrictions on the Restricted Stock and
Phantom Stock Units whenever it may determine that,
by reason of changes in applicable laws or other
changes in circumstances arising after the date of
the Restricted Stock Award or Phantom Stock Award,
such action is appropriate.
(c) Restricted Period. The Restricted Period of Restricted Stock
and Phantom Stock Units shall commence on the Date of Grant and shall expire
from time to time as to that part of the Restricted Stock and Phantom Stock
Units indicated in a schedule established by the Board with respect to the
Award.
(d) Forfeiture Provisions. In the event a Holder terminates
employment or service as a director during a Restricted Period, that portion of
the Award with respect to which restrictions have not expired ("Non-Vested
Portion") shall be treated as follows.
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<PAGE>
(i) Resignation or discharge:
-- The Non-Vested Portion of the Award shall be
completely forfeited.
(ii) Normal Termination:
-- The Non-Vested Portion of the Award shall be
prorated for service during the Restricted
Period and shall be received as soon as
practicable following termination.
(iii) Death:
-- The Non-Vested Portion of the Award shall be
prorated for service during the Restricted
Period and paid to the Participant's
beneficiary as soon as practicable following
death.
(e) Delivery of Restricted Stock and Settlement of Phantom Stock
Units. Upon the expiration of the Restricted Period with respect to any shares
of Stock covered by a Restricted Stock Award, a stock certificate evidencing the
shares of Restricted Stock which have not then been forfeited and with respect
to which the Restricted Period has expired (to the nearest full share) shall be
delivered without charge to the Holder, or his beneficiary, free of all
restrictions under the Plan.
Upon the expiration of the Restricted Period with respect to
any Phantom Stock Units covered by a Phantom Stock Unit Award, the Company shall
deliver to the Holder or his beneficiary without any charge one share of Stock
for each Phantom Stock Unit which has not then been forfeited and with respect
to which the Restricted Period has expired ("vested unit") and cash equal to any
Dividend Equivalents credited with respect to each such vested unit and the
interest thereon, if any; provided, however, that the Board may, in its sole
discretion, elect to pay cash or part cash and part Stock in lieu of delivering
only Stock for vested units. If cash payment is made in lieu of delivering
Stock, the amount of such payment shall be equal to the Fair Market Value for
the date on which the Restricted Period lapsed with respect to such vested unit.
(f) Payment for Restricted Stock. Except as provided in
subparagraph 10(a)(ii), a Holder shall not be required to make any payment for
Stock received pursuant to a Restricted Stock Award.
16
<PAGE>
11. General.
-------
(a) Additional Provisions of an Award. The award of any benefit
under the Plan may also be subject to such other provisions (whether or not
applicable to the benefit awarded to any other Participant) as the Board
determines appropriate including, without limitation, provisions to assist the
Participant in financing the purchase of Common Stock through the exercise of
Options, provisions for the forfeiture of or restrictions on resale or other
disposition of shares acquired under any form of benefit, provisions giving the
Company the right to repurchase shares acquired under any form of benefit in the
event the Participant elects to dispose of such shares, and provisions to comply
with Federal and state securities laws and Federal and state income tax
withholding requirements.
(b) Privileges of Stock Ownership. Except as otherwise
specifically provided in the Plan, no person shall be entitled to the privileges
of stock ownership in respect of shares of stock which are subject to Options or
Restricted Stock Awards, Performance Share Unit Awards or Phantom Stock Unit
Awards hereunder until such shares have been issued to that person upon exercise
of an Option according to its terms or upon sale or grant of those shares in
accordance with a Restricted Stock Award, Performance Share Unit Award or
Phantom Stock Unit Award.
(c) Government and Other Regulations. The obligation of the
Company to make payment of Awards in Stock or otherwise shall be subject to all
applicable laws, rules, and regulations, and to such approvals by governmental
agencies as may be required. The Company shall be under no obligation to
register under the Securities Act any of the shares of Stock issued under the
Plan. If the shares issued under the Plan may in certain circumstances be exempt
from registration under the Securities Act, the Company may restrict the
transfer of such shares in such manner as it deems advisable to ensure the
availability of any such exemption.
(d) Tax Withholding. Notwithstanding any other provision of the
Plan, the Company or a Subsidiary, as appropriate, shall have the right to
deduct from all Awards, to the extent paid in cash, all federal, state or local
taxes as required by law to be withheld with respect to such Awards and, in the
case of Awards paid in Stock, the Holder or other person receiving such Stock
may be required to pay to the Company or a Subsidiary, as appropriate prior to
delivery of such Stock, the amount of any such taxes which the Company or
Subsidiary is required to withhold, if any, with respect to such Stock. Subject
in particular cases to the disapproval of the Board, the Company may accept
shares of Stock of equivalent Fair Market Value in payment of such withholding
tax obligations if the Holder of the Award elects to make payment in such manner
at least six months prior to the date such tax obligation is determined.
(e) Claim to Awards and Employment Rights. No employee or other
person shall have any claim or right to be granted an Award under the Plan nor,
having been selected for the grant of an Award, to be selected for a grant of
any other Award. Neither this Plan nor any
17
<PAGE>
action taken hereunder shall be construed as giving any Participant any right to
be retained in the employ of the Company or a Subsidiary.
(f) Conditions. Each Participant to whom Awards are granted under
the Plan shall be required to enter into an Incentive Plan Agreement in a form
authorized by the Board, which may include provisions that the Participant shall
not disclose any confidential information of the Company or any of its
Subsidiaries acquired during the course of such Participant's employment.
(g) Designation and Change of Beneficiary. Each Participant shall
file with the Board a written designation of one or more persons as the
beneficiary who shall be entitled to receive the amounts payable with respect to
an Award of Performance Share Units, Phantom Share Units or Restricted Stock, if
any, due under the Plan upon his death. A Participant may, from time to time,
revoke or change his beneficiary designation without the consent of any prior
beneficiary by filing a new designation with the Board. The last such
designation received by the Board shall be controlling; provided, however, that
-------- -------
no designation, or change or revocation thereof, shall be effective unless
received by the Board prior to the Participant's death, and in no event shall it
be effective as of a date prior to such receipt.
(h) Payments to Persons Other than Participants. If the Board
shall find that any person to whom any amount is payable under the Plan is
unable to care for his affairs because of illness or accident, or is a minor, or
has died, then any payment due to such person or his estate (unless a prior
claim therefor has been made by a duly appointed legal representative), may, if
the Board so directs the Company, be paid to his spouse, child, relative, an
institution maintaining or having custody of such person, or any other person
deemed by the Board to be a proper recipient on behalf of such person otherwise
entitled to payment. Any such payment shall be a complete discharge of the
liability of the Board and the Company therefor.
(i) No Liability of Board Members. No member of the Board shall be
personally liable by reason of any contract or other instrument executed by such
member or on his behalf in his capacity as a member of the Board nor for any
mistake of judgment made in good faith, and the Company shall indemnify and hold
harmless each member of the Board and each other employee, officer or director
of the Company to whom any duty or power relating to the administration or
interpretation of the Plan may be allocated or delegated, against any cost or
expense (including counsel fees) or liability (including any sum paid in
settlement of a claim) arising out of any act or omission to act in connection
with the Plan unless arising out of such person's own fraud or bad faith;
provided, however, that approval of the Board shall be required for the payment
- -------- -------
of any amount in settlement of a claim against any such person. The foregoing
right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the Company's
Articles of Incorporation or By-Laws, as a matter of law, or otherwise, or any
power that the Company may have to indemnify them or hold them harmless.
(j) Governing Law. The Plan will be administered in accordance
with federal laws, or in the absence thereof, the laws of the State of Florida.
18
<PAGE>
(k) Funding. Except as provided under Section 10, no provision of
the Plan shall require the Company, for the purpose of satisfying any
obligations under the Plan, to purchase assets or place any assets in a trust or
other entity to which contributions are made or otherwise to segregate any
assets, nor shall the Company maintain separate bank accounts, books, records,
or other evidence of the existence of a segregated or separately maintained or
administered fund for such purposes. Holders shall have no rights under the Plan
other than as unsecured general creditors of the Company, except that insofar as
they may have become entitled to payment of additional compensation by
performance of services, they shall have the same rights as other employees
under general law.
(l) Nontransferability. A person's rights and interest under the
Plan, including amounts payable, may not be sold, assigned, donated or
transferred or otherwise disposed of, mortgaged, pledged or encumbered except,
in the event of a Holder's death, to a designated beneficiary to the extent
permitted by the Plan, or in the absence of such designation, by will or the
laws of descent and distribution.
(m) Reliance on Reports. Each member of the Board shall be fully
justified in relying, acting or failing to act, and shall not be liable for
having so relied, acted or failed to act in good faith, upon any report made by
the independent public accountant of the Company and its Subsidiaries and upon
any other information furnished in connection with the Plan by any person or
persons other than himself.
(n) Relationship to Other Benefits. No payment under the Plan
shall be taken into account in determining any benefits under any pension,
retirement, profit sharing, group insurance or other benefit plan of the Company
or any Subsidiary except as otherwise specifically provided.
(o) Expenses. The expenses of administering the Plan shall be
borne by the Company and its Subsidiaries.
(p) Pronouns. Masculine pronouns and other words of masculine
gender shall refer to both men and women.
(q) Titles and Headings. The titles and headings of the sections
in the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings shall
control.
12. Changes in Capital Structure.
----------------------------
Options, SARs, Restricted Stock Awards, Phantom Stock Unit Awards,
Performance Share Unit Awards, and any agreements evidencing such Awards, and
Performance Goals, shall be subject to adjustment or substitution, as determined
by the Board in its sole discretion, as to the number, price or kind of a share
of Stock or other consideration subject to such Awards or as otherwise
determined
19
<PAGE>
by the Board to be equitable (i) in the event of changes in the outstanding
Stock or in the capital structure of the Company, or of any other corporation
whose performance is relevant to the attainment of Performance Goals hereunder,
by reason of stock dividends, stock splits, recapitalizations, reorganizations,
mergers, consolidations, combinations, exchanges or other relevant changes in
capitalization occurring after the Date of Grant of any such Award or (ii) in
the event of any change in applicable laws or any change in circumstances which
results in or would result in any substantial dilution or enlargement of the
rights granted to, or available for, Participants in the Plan, or which
otherwise warrants equitable adjustment because it interferes with the intended
operation of the Plan. In addition, in the event of any such adjustments or
substitution, the aggregate number of shares of Stock available under the Plan
shall be appropriately adjusted by the Board, whose determination shall be
conclusive. Any adjustment in Incentive Stock Options under this Section 12
shall be made only to the extent not constituting a "modification" within the
meaning of Section 424(h)(3) of the Code, and any adjustments under this Section
12 shall be made in a manner which does not adversely affect the exemption
provided pursuant to Rule 16b-3 under the Exchange Act. The Company shall give
each Participant notice of an adjustment hereunder and, upon notice, such
adjustment shall be conclusive and binding for all purposes.
13. Effect of Change in Control.
---------------------------
(a) In the event of a Change in Control, notwithstanding any
vesting schedule provided for hereunder or by the Board with respect to an Award
of Options, SARs, Phantom Stock Units or Restricted Stock, such Option or SAR
shall become immediately exercisable with respect to one hundred percent (100%)
of the shares subject to such Option or SAR, and the Restricted Period shall
expire immediately with respect to one hundred percent (100%) of the Phantom
Stock Units or shares of Restricted Stock subject to Restrictions; provided,
--------
however, that to the extent that so accelerating the time an Incentive Stock
- -------
Option may first be exercised would cause the limitation provided in Section
7(f) to be exceeded, such Options shall instead first become exercisable in so
many of the next following years as is necessary to comply with such limitation.
(b) In the event of a Change in Control, all incomplete Award
Periods in effect on the date the Change in Control occurs shall end on the date
of such change, and the Board shall, (i) determine the extent to which
Performance Goals with respect to each such Award Period have been met based
upon such audited or unaudited financial information then available as it deems
relevant, (ii) cause to be paid to each Participant partial or full Awards with
respect to Performance Goals for each such Award Period based upon the Board's
determination of the degree of attainment of Performance Goals, and (iii) cause
all previously deferred Awards to be settled in full as soon as possible.
(c) The obligations of the Company under the Plan shall be binding
upon any successor corporation or organization resulting from the merger,
consolidation or other reorganization of the Company, or upon any successor
corporation or organization succeeding to substantially all of the assets and
business of the Company. The Company agrees that it will make
20
<PAGE>
appropriate provisions for the preservation of Participant's rights under the
Plan in any agreement or plan which it may enter into or adopt to effect any
such merger, consolidation, reorganization or transfer of assets.
14. Nonexclusivity of the Plan.
--------------------------
Neither the adoption of this Plan by the Board nor the submission of this
Plan to the shareholders of the Company for approval shall be construed as
creating any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the
granting of stock options otherwise than under this Plan, and such arrangements
may be either applicable generally or only in specific cases.
15. Amendments and Termination.
--------------------------
The Board may at any time terminate the Plan. With the express written
consent of an individual Participant, the Board may cancel or reduce or
otherwise alter the outstanding Awards thereunder if, in its judgment, the tax,
accounting, or other effects of the Plan or potential payouts thereunder would
not be in the best interest of the Company. The Board may, at any time, or from
time to time, amend or suspend and, if suspended, reinstate, the Plan in whole
or in part, however, that without further shareholder approval the Board shall
not:
(a) Increase the maximum number of Shares which may be issued on exercise of
Options, SARs, or pursuant to Restricted Stock Awards, Phantom Stock Unit
Awards, or Performance Share Unit Awards, except as provided in Section 12
of the Plan;
(b) Change the maximum Option Price;
(c) Extend the maximum Option Term;
(d) Extend the termination date of the Plan; or
(e) Change the class of persons eligible to receive Awards under the Plan.
* * *
As adopted by the Board of Directors of
Capital City Bank Group, Inc. as of
February 23, 1996 and as amended
as of December 20, 1996
21
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EXHIBIT 23.1
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Form S-8 registration statement of our report
dated January 26, 1996, incorporated by reference in Capital City Bank Group,
Inc.'s Form 10-K, as amended by Form 10-K/A, for the year ended December 31,
1995, and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
December 20, 1996
<PAGE>
EXHIBIT 23.2
<PAGE>
CONSENT
-------
The Board of Directors
Capital City Bank Group, Inc.
We consent to incorporation by reference in the registration statement dated
December 23, 1996 on Form S-8 of Capital City Bank Group, Inc. of our report
dated October 24, 1995 relating to the consolidated balance sheet of First
Financial Bancorp, Inc., as of September 30, 1995 and 1994 and the related
consolidated statements of earnings, stockholders' equity and cash flows for
each of the years in the three-year period ended September 30, 1995.
/s/ Hacker, Johnson, Cohen & Grieb
- ----------------------------------
HACKER, JOHNSON, COHEN & GRIEB
Tampa, Florida
December 20, 1996
<PAGE>
EXHIBIT 23.3
