CAPITAL CITY BANK GROUP, INC.
2005 DIRECTOR STOCK PURCHASE PLAN
1. Purpose. The purpose of the 2005 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 shareowners by encouraging increased Common Stock ownership
by the Eligible Directors, thereby promoting long-term shareowner value by
strengthening their commitment to the welfare of the Company and promoting
an identity of interest between shareowners 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) "Committee" shall mean a committee appointed by the Board;
provided, that to the extent required by Rule 16b-3 of the Securities and
Exchange Commission under the Exchange Act, such Committee shall be
comprised solely of two or more Non-Employee Directors, as defined in Rule
16b-3(b)(3) under the Exchange Act. All references in this Plan to the
"Committee" shall mean the Board if no Committee has been appointed.
(c) "Common Stock" shall mean the Common Stock of the Company,
one penny ($0.01) par value per share.
(d) "Company" shall mean Capital City Bank Group, Inc., a
Florida corporation.
(e) "Director Fees" shall mean annual retainers, monthly fees or
committee meeting fees for serving as directors of the Company or its
Subsidiaries.
(f) "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.
(g) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
(h) "Option A Eligibility Date" shall mean January 1 of each
year.
(i) "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 Committee 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.
(j) "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.
(k) "Option B Eligibility Date" shall mean December 1 of each
year.
(l) "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 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. However, if the
Common Stock is not publicly-traded, "Option B Fair Market Value" shall be
deemed to be the fair value of the Common Stock as determined by the
Committee 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.
(m) "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 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.
(n) "Plan" shall mean this 2005 Director Stock Purchase Plan of
Capital City Bank Group, Inc.
(o) "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.
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(p) "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 as of the date approved by the Board or the Company's
shareowners, as applicable (the "Effective Date"), and shall terminate upon
adoption of a resolution of the Committee terminating the Plan.
4. Administration. The Committee shall administer the Plan. The
Committee 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 Committee's
interpretation of the Plan and all decisions and determinations by the
Committee with respect to the Plan shall be final, binding, and conclusive
on all parties unless otherwise determined by the Committee.
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 75,000. However,
unless the Committee specifically determines otherwise, 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 Committee 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 Section 7 of the Plan shall
be ninety percent (90%) of Option A Fair Market Value. The Committee in its
sole discretion may from time to time adjust the purchase price payable
pursuant to this Section 7 of the Plan to such other percentage of the
Option A Fair Market Value.
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(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.
8. 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 Committee. An Eligible
Director's election during any Option B Purchase Period shall automatically
renew on the same terms for each following year, unless such Eligible
Director revokes such election by written notice to the Chief Financial
Officer of the Company or such other person as designated from time to time
by the Committee.
(b) Purchase Price. The purchase price per share of Common
Stock purchased under Option B pursuant to this Section 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. The Committee in its sole discretion may from time to
time adjust the purchase price payable pursuant to this Section 8 of the
Plan to such other percentage of the Option A Fair Market Value.
(c) When Stock Shall Be Issued to Eligible Directors. Shares
purchased under Option B pursuant to this Section 8 of the Plan shall be
issued to the purchasing Eligible Director at such intervals as determined
by the Committee from time to time.
9. 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 Committee
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
Committee, 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.
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(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 Committee Members. No member of the
Committee 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 Committee nor for any mistake of judgment made in good faith,
and the Company shall indemnify and hold harmless each member of the
Committee 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.
(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 Committee 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 Section 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.
(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.
10. 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.
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11. Amendments and Termination.
(a) The Committee may, without further action by the shareowners
and without receiving further consideration from the participants, amend
this Plan or condition or modify awards under this Plan in response to
changes in securities or other laws or rules, regulations or regulatory
interpretations thereof applicable to this Plan or to comply with applicable
self-regulatory organization rules or requirements.
(b) The Committee may at any time and from time to time
terminate or modify or amend the Plan in any respect, except that, without
shareowner approval, the Committee may not materially amend the Plan,
including, but not limited to, the following:
(i) materially increase the number of shares of Common
Stock to be issued under the Plan (other than pursuant to Sections 5(a) and
11(a));
(ii) materially increase benefits to participants,
including any material change to reduce the price at which Stock may be
purchased;
(iii) materially expand the class of participants eligible
to participate in the Plan; and
(iv) expand the types of awards provided under the Plan.
(c) The termination or any modification or amendment of the
Plan, except as provided in subsection (a), shall not without the consent of
a participant, affect his or her rights under an award previously granted to
him or her.
* * *
As adopted by the Board of Directors effective
as of January 1, 2005.
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