EXHIBIT 10
CAPITAL CITY BANK GROUP, INC.
1996 DIRECTOR STOCK PURCHASE PLAN
1. Purpose. The purpose of the 1996 Director Stock Purchase Plan
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(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
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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) "Eligible Directors" shall mean members of the Board of
Directors of the Company and its Subsidiaries who receive annual retainers and
monthly fees for serving as directors of the Company or its Subsidiaries.
(e) "Eligibility Date" shall mean January 1 of each year,
commencing January 1, 1997.
(f) "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 List 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 List. In
the event there is no trading in the shares of Common Stock, "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.
(g) "Plan" shall mean the 1996 Director Stock Purchase Plan of
Capital City Bank Group, Inc.
(h) "Purchase Period" shall mean the fifteen day period beginning
with the Eligibility Date each year in which an Eligible Director may make an
election indicating the dollar amount of his annual retainer and fees received
from serving as a director in the preceding year which he would like to be
applied to the purchase of shares of Common Stock; provided, however, that if
the Purchase Period shall end on a Saturday, Sunday or legal holiday, the
Purchase Period shall extend to 5:00 p.m. of the next business day.
(i) "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.
(j) "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 shall become effective on
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the date of approval by the Board, and shall terminate upon adoption of a
resolution of the Board terminating the Plan.
4. Administration. The Board shall administer the Plan. The Board
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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.
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(a) The aggregate number of shares of Common Stock which shall be
made available for sale under the Plan shall not exceed fifty thousand (50,000).
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 the
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Eligibility Date shall be eligible to participate in the Plan.
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7. Purchase of Common Stock Pursuant to the Plan.
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(a) Purchase price. The purchase price per share of Common Stock
purchased under the Plan shall be ninety percent (90%) of Fair Market Value.
(b) Manner of election. At any time during the Purchase Period an
Eligible Director may elect to have all or a portion of his or her retainer and
fees received for serving as a director of the Company or its Subsidiaries 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.
(c) When stock shall be issued to Eligible Directors. As soon as
practicable after each Purchase Period, shares of Common Stock purchased under
the Plan shall be issued to the purchasing Eligible Director.
8. General.
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(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 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.
(d) 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.
(e) 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,
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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
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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.
(f) Governing Law. The Plan will be administered in accordance
with federal laws, or in the absence thereof, the laws of the State of Florida.
(g) 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.
(h) 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.
(i) Expenses. The expenses of administering the Plan shall be
borne by the Company and its Subsidiaries.
(j) Pronouns. Masculine pronouns and other words of masculine
gender shall refer to both men and women.
(k) 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
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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
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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.
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* * *
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.
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