CAPITAL CITY BANK GROUP, INC.
AMENDED AND RESTATED
DIRECTOR STOCK PURCHASE PLAN
1. Purpose. The purpose of the Amended and Restated 1996
Director Stock Purchase Plan (the "Plan") is to provide certain
members of the Board of Directors (the "Eligible Directors") of
Capital City Bank Group, Inc. (the "Company") and its
Subsidiaries with the ability to apply all or a portion of their
annual retainer and monthly fees received from serving as
directors to the purchase of shares of Common Stock at a ten
percent (10%) discount from fair market value. A further purpose
of the Plan is to advance the interests of the Company and its
stockholders by encouraging increased Common Stock ownership by
the Eligible Directors, thereby promoting long-term shareholder
value by strengthening their commitment to the welfare of the
Company and promoting an identity of interest between
stockholders and Eligible Directors.
2. Definitions. The following definitions shall be
applicable throughout the Plan.
(a) "Board" shall mean the Board of Directors of
the Company.
(b) "Common Stock" shall mean the Common Stock of
the Company, one penny ($0.01) par value per share.
(c) "Company" shall mean Capital City Bank
Group, Inc., a Florida corporation.
(d) "Director Fees" shall mean annual retainers,
monthly fees or committee meeting fees for serving as
directors of the Company or its Subsidiaries.
(e) "Eligible Directors" shall mean members of the
Board of Directors of the Company (including community
and advisory directors) and its Subsidiaries who receive
Director Fees.
(f) "Option A Eligibility Date" shall mean
January 1 of each year, commencing January 1, 2000.
(g) "Option A 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 each
Eligibility Date, 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 for the ten (10) trading
days immediately preceding the Eligibility Date, 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 Eligibility Date, if the
Common Stock is not reported on the Nasdaq National
Market. In the event there is no trading in the shares
of Common Stock, "Option A 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.
(h) "Option A Purchase Period" shall mean the
fifteen day period beginning with the Option A
Eligibility Date each year in which an Eligible
Director may make an election indicating the dollar
amount of his or her annual retainer and fees received
from serving as a director in the preceding year which
he or she would like to be applied to the purchase of
shares of Common Stock; provided, however, that if the
Option A Purchase Period shall end on a Saturday,
Sunday or legal holiday, the Option A Purchase Period
shall extend to 5:00 p.m. of the next business day.
(i) "Option B Eligibility Date" shall mean
December 1 of each year, commencing December 1, 2000;
provided, however, for year 2000 the Option B
Eligibility Date shall be January 1, 2000.
(j) "Option B Fair Market Value" shall mean
(i) the closing price of the Common Stock on the
principal national securities exchange on which the
Common Stock is traded, if the common stock is then
traded on a national securities exchange; or (ii) the
closing price of the shares of Common Stock on the
Nasdaq National Market, if the Common Stock is not then
traded on a national securities exchange; or (iii) the
closing bid price last quoted by an established
quotation service for over-the-counter securities, if
the Common Stock is not reported on the Nasdaq National
Market. In the event that there is no trading in the
shares of Common Stock, "Option B 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.
(k) "Option B Purchase Period" shall mean the
thirty-one day period beginning with the Option B
Eligibility Date each year in which an Eligible
Director may make an election indicating the percentage
of his or her annual retainer and fees to be received
from serving as a director in the upcoming year which
he or she would like to be applied to the purchase of
shares of Common Stock; provided, however, that for
year 2000 the Option B Purchase Period shall mean at
any time on or before September 30, 2000; and provided
further that, if the Option B Purchase Period shall end
on a Saturday, Sunday or legal holiday, the Option B
Purchase Period shall extend to 5:00 p.m. of the next
business day.
(l) "Plan" shall mean the Amended and Restated
1996 Director Stock Purchase Plan of Capital City Bank
Group, Inc.
(m) "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.
(n) "Subsidiary" shall mean any corporation which
is a "subsidiary corporation" of the Company within the
meaning of Section 424(f) of the Internal Revenue Code
of 1986, as amended.
3. Effective Date and Duration. The Plan and any amendments
hereto shall become effective on the date of approval by the
Board (except that the amendments adopted by the Board on
February 24, 2000 shall be effective as of January 1, 2000) (the
"Effective Date"), and shall terminate upon adoption of a
resolution of the Board terminating the Plan.
4. Administration. The Board shall administer the Plan. 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 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. Common Stock Subject to the Plan.
(a) The aggregate number of shares of Common Stock
which shall be made available for sale under the Plan
shall not exceed one hundred fifty thousand (150,000)
(consisting of the 50,000 shares included upon
commencement of the Plan in 1996, as adjusted for
subsequent stock splits). However, the aggregate
number of shares of Common Stock available under the
Plan shall be subject to appropriate adjustment in the
case of any extraordinary dividend or other
distribution, recapitalization, forward or reverse
stock split, reorganization, merger, consolidation,
spin-off, combination, repurchase, share exchange, or
other similar corporate transaction or event affecting
the Common Stock.
(b) Common Stock to be issued to an Eligible
Director under the Plan will be registered in the
record or beneficial name of the Eligible Director or
in the record or beneficial name of the Eligible
Director and his or her spouse.
6. Eligibility. Each person who is an Eligible Director on
any Option A Eligibility Date or any Option B Eligibility Date
shall be eligible to participate in the Plan.
7. Option A Purchase of Common Stock Pursuant to the Plan.
(a) Manner of Election. At any time during the
Option A Purchase Period an Eligible Director may elect
to have all or a portion of his or her Director Fees
earned in the preceding calendar year applied to the
purchase of shares of Common Stock. Election must be
made by written notice to the Chief Financial Officer
of the Company or such other person as designated from
time to time by the Board and must be accompanied by a
check payable to the order of the Company in the amount
of such election.
(b) Purchase Price. The purchase price per share
of Common Stock purchased under Option A pursuant to
this Item 7 of the Plan shall be ninety percent (90%)
of Option A Fair Market Value.
(c) When Stock Shall Be Issued to Eligible
Directors. As soon as practicable after each Option A
Purchase Period, shares of Common Stock purchased under
the Plan shall be issued to the purchasing Eligible
Director.
7. Option B Purchase of Common Stock Pursuant to the Plan.
(a) Manner of Election. At any time during the
Option B Purchase Period an Eligible Director may elect
to have all, one-half or none of his or her Director
Fees to be earned in the upcoming calendar year applied
to the purchase of shares of Common Stock. Election
must be made by written notice to the Chief Financial
Officer of the Company or such other person as
designated from time to time by the Board.
(b) Purchase Price. The purchase price per share of
Common Stock purchased under Option B pursuant to this
Item 8 of the Plan shall be ninety percent (90%) of the
Option B Fair Market Value as determined on the last
stock trading day of the month in which each Board or
committee meeting occurred.
(c) When Stock Shall Be Issued to Eligible
Directors. Shares purchased under Option B pursuant to
this Item 8 of the Plan shall be issued to the
purchasing Eligible Director at such intervals as
determined by the Board from time to time.
8. General.
(a) Additional Provisions. The purchase of any
shares of Common Stock under the Plan may also be
subject to such other provisions (whether or not
applicable to purchases made by any other Director) as
the Board determines appropriate including, without
limitation, provisions to comply with Federal and state
securities laws and Federal and state income tax
withholding requirements.
(b) Government and Other Regulations. The
obligations of the Company shall be subject to all
applicable laws, rules and regulations, and to such
approvals by governmental agencies as may be required.
(c) Tax Withholding. Notwithstanding any other
provision of the Plan, a Director receiving Common
Stock purchased under the Plan may be required to pay
to the Company or a Subsidiary, as appropriate, prior
to delivery of such Common Stock, the amount of any
such taxes which the Company or Subsidiary is required
to withhold, if any, with respect to such Common Stock.
Subject in particular cases to the disapproval of the
Board, the Company may accept shares of Common Stock of
equivalent Option A Fair Market Value or Option B Fair
Market Value in payment of such withholding tax
obligations if the Director elects to make payment in
such manner at the time of election.
(b) Employment Director Rights. Neither this Plan
nor any action taken hereunder shall be construed as
giving any Eligible Director any right to be retained
in the employ or as a director of the Company or a
Subsidiary.
(c) 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.
(d) Governing Law. The Plan will be administered
in accordance with Federal laws, or in the absence
thereof, the laws of the State of Florida.
(e) Nontransferability. A person's rights and
interest under the Plan may not be sold, assigned,
donated or transferred or otherwise disposed of,
mortgaged, pledged or encumbered.
(f) 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 of the type contemplated by Florida Statute
607.0830(2) as currently in effect and upon any other
information furnished in connection with the Plan by
any person or persons other than himself.
(g) Expenses. The expenses of administering the
Plan shall be borne by the Company and its
Subsidiaries.
(h) Pronouns. Masculine pronouns and other words
of masculine gender shall refer to both men and women.
(i) 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.
9. Nonexclusivity of the Plan. The adoption of this Plan by
the Board shall not be construed as creating any limitations on
the power of the Board to adopt such other incentive arrangements
as it may deem desirable, and such arrangements may be either
applicable generally or only in specific cases.
10. Amendments and Termination. The Board may at any time
terminate the Plan. 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.
* * *
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 and as of
February 24, 2000 (which latter amendment
is effective retroactive to January 1, 2000).