Exhibit 10.1 to
8-K dated October 24, 2012 for
Seacoast Banking Corporation of Florida
October 24, 2012
Roger O. Goldman
Dear Roger:
The Board of Directors of Seacoast Banking Corporation of Florida (“Seacoast”) would like to invite you to serve as our independent Lead Director. Your service would commence on November 1, 2012 and extend for a period of three (3) years, unless terminated earlier by either of us as provided below.
We believe your background and experience in our industry, your deep knowledge of industry trends and competition, your demonstrated leadership skill as a board member at Seacoast and other organizations, and your previous experience as a senior operating executive uniquely qualify you for this important Board position. Moreover, your understanding of and experience in building successful boards will be an important component to our growth as a company and a board. We believe a more dynamic role for the Lead Director is an emerging best practice for progressive companies in many fast changing industries, including banking.
As a Director of Seacoast and as Lead Director of Seacoast your responsibilities will generally include the following:
| · | Collaborating with the Board and the CEO in establishing short term and long term strategies, objectives, goals, and programs for Seacoast and its subsidiaries; |
| · | Working with the CEO to provide leadership and direction, and to guide the activities of Seacoast to ensure short and long term profitability, equitable treatment and development of employees, maintenance of a good corporate community relationship and productive relationships with investors and the financial community at large; |
| · | Actively participating in meetings of Seacoast’s Board of Directors, reading materials distributed prior to the meetings and sharing experience and expertise during Board discussions, as well as supporting decisions that are arrived at by the Board and management; |
Roger O. Goldman
October 24, 2012
Page 2
| · | Collaborating with the Board and CEO to support and maintain a corporate governance framework that ensures sound risk management, affirms high standards of business conduct, emphasizes the importance of integrity and honesty in the conduct of business, and ensures the integrity of Seacoast’s controls and procedures, including internal control over financial reporting; |
| · | Collaborating with the Board and CEO to benchmark the Board’s skill set and to establish the appropriate composition of board members under a strong corporate governance framework; |
| · | Providing direction and guidance over personnel activities that affect the CEO, including salary, incentives, and performance objectives, to ensure solid efforts toward the attainment of Company goals; |
| · | Collaborating with the Board and CEO to guide and support board member new business development, customer acquisition and retention activities; and |
| · | Other duties as further described in our Corporate Governance Guidelines or as the CEO, the Board and the Lead Director may agree. |
Your compensation as our Lead Director will have several elements which are designed to provide an appropriate compensation value while also aligning with the interests of our shareholders. The compensation elements are as follows:
Compensation
| · | During your service as Lead Director, you will receive an annual retainer and meeting fees equal to that paid to other Seacoast Directors who do not serve as committee chairs in accordance with our standard practice for director fees. |
| · | You will receive an annual Lead Director fee of $275,000 to be paid in a combination of cash, restricted stock and other stock based compensation elements as mutually agreed by December 31. 2012. |
| · | If you voluntarily resign from the Board, any amounts not yet paid in cash or any shares of restricted stock that remain unvested at that time shall be forfeited. Should you be unable to continue to serve due to death or disability, one half of all unvested shares will vest immediately and one half of any unpaid cash payments due over the remaining term will be paid immediately. As a best practice, the Board will consider the role of Lead Director on an annual basis. If you are not reelected, for any reason, during the three (3) year term, all unvested shares will immediately vest and any unpaid cash payments over the remaining term will be paid immediately. |
Roger O. Goldman
October 24, 2012
Page 3
Other Terms
| · | All travel expenses and all reasonable staff or customer entertainment expenses will be reimbursed by Seacoast consistent with our normal reimbursement policy. |
| · | Any extraordinary use of your office staff will be reimbursed by Seacoast based on actual expenses incurred. |
| · | We will provide an additional annual stipend of $20,000 to you in lieu of housing reimbursement. |
The Board looks forward to your service as Lead Director. Please indicate your acceptance of the terms of this letter by signing below.
| Sincerely, | | | |
| | | | |
| /s/ Dennis S. Hudson, III | | | |
| | | | |
| Dennis S. Hudson, III | | | |
| Chairman and Chief Executive Officer | | | |
Agreed and accepted:
| /s/ Roger O. Goldman | | | |
| Roger O. Goldman | | | |
| October 24, 2012 | | | |
| Date of Acceptance | | | |
