CAPITAL CITY BANK GROUP, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
--------------------------------------
THIS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN was authorized and
and approved on September 18, 1995, by the Board of Directors of
Capital City Bank Group, Inc. (hereinafter the "Company"). It is
intended to be an unfunded, nonqualified deferred compensation plan
for the benefit of certain highly compensated executives of the
Company and its subsidiaries to be selected from time to time in
the sole discretion of the Board of Directors of the Company.
Employees selected to participate in this Plan shall execute a
Deferred Compensation Agreement, a form of which is attached hereto
as Exhibit "A". All references to the "Qualified Plan" of the
Company shall mean the Capital City Bank Group, Inc. Retirement
Plan, a defined benefit pension plan qualified under section 401(a)
of the Internal Revenue Code of 1986, as amended (the "Code"),
covering the employees of the Company and its subsidiaries.
1. Supplemental Retirement Benefits. The supplemental
retirement benefits available to a participating employee under
this Plan shall be computed utilizing the same pension benefit
formula under the Qualified Plan, except that the compensation
limitation under the Code used to determine the average monthly
compensation of the participant will not apply. Under this Plan,
the monthly retirement benefit will be capped at 60% of the average
CAPITAL CITY BANK GROUP, INC.
Supplemental Executive Retirement Plan
Page 1 of 8
monthly compensation after offset by the amount of pension benefit
under the Qualified Plan.
A participant's Monthly Benefit at Normal Retirement under
this Plan shall be determined by the following formula:
Monthly Benefit at Normal Retirement = (A + B + C) -D,
where:
"A" equals 1.9% of the average monthly compensation
(determined as of the calculation date) multiplied by the
participant's credited service after December 31, 1988
determined as of the calculation date but limited to 30
years) .
"B" equals .38% (.4% if born prior to 1955 and after
1937, or .424% if born prior to 1938) of the
participant's average monthly compensation determined as
of the calculation date which is in excess of $2,000,
multiplied by the participant's credited service earned
after December 31,1988 (determined as of the calculation
date, and limited to the smaller of 30 years, or 35 years
minus the years of credited service as of December 31,
1988), and
"C" equals the accrued benefit as of December 31, 1988
under the prior retirement formula, adjusted for changes
in the participant's average monthly compensation since
1988.
"D" equals the monthly benefit payable under the
Qualified Plan.
2. Mid-Career Hires. The Board of Directors, in its sole
discretion, may credit a Participant who was a mid-career hire by
the Company with additional years of service under this Plan to
compensate such Participant for retirement benefits lost under a
prior employer's pension plan. The Board of Directors may also, in
its sole discretion, choose to offset benefits under this Plan by
any pension benefits accrued under a prior employer's pension plan
CAPITAL CITY BANK GROUP, INC.
Supplemental Executive Retirement Plan
Page 2 of 8
on behalf of a Participant who was a mid-career hire by the
Company.
3. Late or Earlv Retirement Benefits. The eligibility and
method of determining the computation of late retirement benefits
or early retirement benefits shall be the same as under the
Qualified Plan. However, the Board of Directors, in its sole
discretion, may waive any reduction of benefits due to early
retirement.
4. Payment of Retirement Benefits. On the date one year
prior to the Participant's Normal Retirement Date or Early
Retirement Date, as the case may be, the Participant may elect to
receive his retirement benefit in one actuarily determined lump sum
amount within 90 days after the Participant's actual retirement;
otherwise, the Participant shall receive his retirement benefits in
equal monthly installments over the remainder of his life,
commencing on the 15th day of the first month following his actual
retirement, as determined herein.
5. Death Benefits. If a Participant should die after
retirement but before his retirement benefits are fully paid under
this Plan, such retirement benefits will continue to be paid to the
Participant's designated beneficiary under the Deferred
Compensation Agreement based on the election made prior to
CAPITAL CITY BANK GROUP, INC.
Supplemental Executive Retirement Plan
Page 3 of 8
retirement. If a Participant dies prior to retirement and prior to
his election, the computed death benefit will be equal to the
greater of 24 times the average monthly compensation, or the
accrued retirement benefit as computed under this Plan, prior to
offset for benefits under the Qualified Plan. The computed death
benefit will then be offset by the death benefit paid under the
Qualified Plan. The death benefits as determined by the preceding
provisions of this Paragraph 5 will be paid monthly to the
Participant's designated beneficiary under the Deferred
Compensation Agreement on an actuarially equivalent basis for his
or her lifetime, but for not less than 120 months. If the
Participant fails to designate a beneficiary (or beneficiaries) on
the Deferred Compensation Agreement, or if there is no surviving
designated beneficiary at the Participant's death, then such death
benefits under this paragraph shall be payable in one lump sum
amount to the Participant's estate within five (5) years after the
date of the Participant's death.
6. Disability Benefits. Benefits payable under this Plan
upon the Participant's permanent disability shall be calculated
under the same formula as provided in the Qualified Plan, except
that the compensation and benefit limitations imposed upon
qualified defined benefit pension plans under the Code shall not be
taken into account. The disability benefits payable under this
Plan will be offset by any disability benefits payable under the
Qualified Plan.
CAPITAL CITY BANK GROUP, INC.
Supplemental Executive Retirement Plan
Page 4 of 8
7. Chanqe in Control. In the event of a change in control
of the Company, the Participant will be credited with an additional
two years of credited service for purposes of computation of
retirement benefits under this Plan. Accrued benefits based upon
normal retirement shall be payable to the Participant within 30
days of the change in control. "Change in control" shall be
defined to include a sale of substantially all of the assets of the
Company, a change in share ownership of greater than 50% within a
24-month period, or any other determination of change in control
made by the Board of Directors.
8. Plan Termination. This Plan may be terminated at any
time by the Board of Directors. However, all supplemental
retirement benefits accrued under this Plan prior to termination
shall be non-forfeitable except as provided in Paragraph 10 herein.
Any offsets from the Qualified Plan shall be based on benefits
accrued through the date of termination of this Plan, and the
benefits accrued under this Plan as determined by this Paragraph
upon Plan termination shall be paid in accordance with the
provisions of Paragraph 4 herein.
9. Ownership of Assets. Until made available to the
Participant or his designated beneficiary as provided herein, all
amounts of compensation deferred under this Plan shall remain for
all purposes a part of the general funds of the Company (without
being restricted to the provisions of benefit under this Plan) and
shall be subject to the claims of the Company's general creditors.
CAPITAL CITY BANK GROUP, INC.
Supplemental Executive Retirement Plan
Page 5 of 8
No person other than the Company shall, by virtue of the provisions
of this Plan and any Deferred Compensation Agreement with a
Participant, have any interest in such funds. To the extent that
any person acquires a right to receive payment from the Company
under this Plan, such right shall be no greater than the right of
any unsecured general creditor of the Company.
10. Forfeiture. Notwithstanding anything herein contained to
the contrary, no payment of any then-unpaid installments of
deferred compensation shall be made, and all rights under this Plan
of the Participant, his designated beneficiary, personal
representatives, heirs, or administrators, or any other person, to
receive payments thereof, shall be forfeited if either or both of
the following events shall occur:
A. The Participant shall engage in any activity or
conduct which, in the opinion of the Board, is inimical to the best
interests of the Company and is or would be cause for involuntary
termination of the Participant's employment.
B. After the Participant ceases to be employed by the
Company, he shall fail or refuse to provide advice and counsel to
the Company when reasonably requested to do so.
11. Spendthrift Provision. The right of the Participant or
any other person to the payment of deferred compensation or other
benefits under this Plan shall not be assigned, transferred,
pledged, or encumbered except by will or by the laws of descent and
distribution.
CAPITAL CITY BANK GROUP, INC.
Supplemental Executive Retirement Plan
Page 6 of 8
12. No Employment Contract. Nothing contained herein shall
be construed as conferring upon the Participant the right to
continue in the employ of the Company as an executive or in any
other capacity.
13. Other Benefit Plans. Any deferred compensation payable
under this Plan shall not be deemed "salary" or "other
compensation" to the Participant for the purpose of computing
benefits to which he may be entitled under any pension plan or
other arrangement of the Company for the benefit of its employees.
14. Administration. This Plan will be administered by the
Board of Directors. The Board may appoint a representative to
handle daily administrative matters. The interpretation of any
provisions of this Plan shall rest solely with the Board, and any
decisions or interpretations by the Board as to a Participant's
rights or benefits under this Plan shall be final, binding and
conclusive on all persons for all purposes. No member of the Board
shall be liable to any person for any action taken or omitted in
connection with the interpretation and administration of this Plan
unless attributable to his own willful misconduct or lack of good
faith. Except as otherwise provided herein, the terms used within
this Plan shall have the same meaning as those terms used under the
Qualified Plan.
15. Bindinq Effect. This Plan and the Deferred Compensation
Agreement with the Participant shall be binding upon and inure to
CAPITAL CITY BANK GROUP, INC.
Supplemental Executive Retirement Plan
Page 7 of 8
the benefit of the Company, its successors and assigns, and the
Participant and his designated beneficiary, personal
representatives, heirs, and administrators.
16. Governing Law. This Plan shall be governed by the laws
of the state of Florida.
IN WITNESS WHEREOF, this Plan has been executed by the duly
authorized officers of the Company on the 22nd day of March, 1996,
effective as of January 1, 1996.
CAPITAL CITY BANK GROUP, INC.
By /s/ DuBose Ausley
-------------------------
DuBose Ausley, Chairman
Attest: /s/ J. Kimbrough Davis
----------------------
Its Secretary
CAPITAL CITY BANK GROUP, INC.
Supplemental Executive Retirement Plan
Page 8 of 8