exhibit10_1.htm


    
       

      
         


      

    


    PARTICIPANT
AGREEMENT

    NAME,
TITLE

     

    This
Participant Agreement (the “Agreement”) is made as of the 30th day of May, 2008
(effective January 1, 2008), between Capital City Bank Group, Inc., a Florida
corporation (the “Company”), and NAME
(“Participant”).  Capitalized terms used and not otherwise defined
herein shall have the meanings attributed thereto in the Capital City Bank
Group, Inc. 2005 Associate Incentive Plan (the “Plan”).

    


    WHEREAS, the Participant is a
key officer or associate of the Company or one of its subsidiaries who has been
selected to receive an Award of Performance Share Units under the Plan by the
Compensation Committee of the Company’s Board of Directors (the
“Committee”).

    


    NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein, and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:

    


    1.           Grant.

    


    (a)           Performance Share
Units.  Upon the execution of this Agreement, the Committee
hereby grants the Participant an Award of up to XXXX Performance Share Units,
subject to the terms and conditions of this Agreement, including Exhibit A
hereto, and the Plan.  Upon issuance, the Performance Share Units
shall be immediately converted to shares (the “Shares”) of Common Stock of the
Company.

    


    (b)           Tax Supplement
Bonus.  Upon conversion of the Performance Share Units to
Shares, the Participant will also receive a cash payment equal to 31% of the
market value of the Performance Share Units payable as of the taxable income
recognition date for the Shares (“Tax Supplement Bonus”).

    


    2.           Performance
Goals.  The Performance Share Units are hereby awarded on the
basis, and Shares shall be issued at the time of achievement, of the Performance
Goals for such Performance Share Units set forth on Exhibit A (“Performance
Goals”).  The Shares shall not be issued, and Participant shall lose
all rights to same, if (i) the Performance Goals set forth on Exhibit A and
applicable to those issuances are not met, or (ii) prior to the issuance date,
Participant ceases to be employed by the Company or any subsidiary for any
reason, including death, disability or voluntary or involuntary termination,
with or without cause, or is employed in a capacity of lesser responsibility
within the Company or Subsidiary from that now occupied by
Participant.

    


    3.           Representations and
Warranties of the Participant.  The Participant represents,
warrants and covenants that:

    


    (a)           Knowledge and
Experience.  The Participant has such knowledge and experience
in financial and business matters that he or she, together with his or her
professional advisor, if any, is capable of evaluating the merits and risks of
receipt of the Shares.  The Participant has had access to such
information concerning the Company, including its current financial statements,
as the Participant deems necessary to enable him or her to make an informed
decision concerning receipt of the Shares.

    


    (b)           Withholding
Taxes.  The Participant acknowledges and agrees that the
Company may withhold from the Participant’s cash compensation (whether paid in
the form of salary, bonus or other type of cash payment) an amount calculated on
the taxable income recognized by the Participant with respect to all
compensation paid hereunder, calculated at the maximum withholding rate
permitted for the Company under the Internal Revenue Code of 1986, as amended
(the “Code”).  The date of such taxable income recognition, and the
Company’s corresponding right to withhold from Participant’s cash compensation
shall occur on the first date the Participant has the right to receive the
Shares, whether or not the Participant exercises that right.

    


    4.           No Change in Employment
Status.  Nothing in the Agreement shall alter, in any way,
Participant’s employment status with the Company, nor shall anything in this
Agreement confer upon the Participant any right to continue in the employ of the
Company or any of its subsidiaries or interfere in any way with the rights of
the Company to change or terminate the employment of the
Participant.  Designation as a Participant pursuant to this Agreement
will not confer any right on the Participant to be designated as a Participant
in the future.  This paragraph shall not change the terms and
conditions of any employment agreement in effect between the Participant and the
Company.

    


    5.           Interpretation.  The
Committee interpretation of this Agreement, the Plan and all other decisions and
determinations by the Committee shall be final and binding upon the parties
hereto.  The Committee may amend any provision of this Agreement at
any time; provided that, except with the consent of the Participant, no
amendment of this Agreement will impair the rights of the Participant to the
Shares.

    


    6.           Company
Rights.  This Agreement shall not in any way affect the right
of the Company to make changes of its capital structure or to merge or
consolidate or to dissolve, liquidate or sell all or any part of its business or
its assets.

    


    7.           Plan.  The
terms and provisions of the Plan are incorporated herein by reference, and
Participant agrees to be bound by all such terms and provisions.  In
the event of a conflict or inconsistency between any terms and conditions of
this Agreement and the Plan, the Plan shall govern and control.

    


    8.           Miscellaneous.  This
Agreement and the Plan represent the entire understanding and agreement between
the parties with respect to the subject matter of this Agreement, and supersedes
all other negotiations, understandings and representations (if any) made by and
between the parties.  All of the terms and provisions of this
Agreement shall be binding upon, inure to the benefit of, and be enforceable by
the parties and their respective heirs, legal representatives, successors and
permitted assigns, whether so expressed or not.  No party shall assign
its rights or obligations under this Agreement without the prior written consent
of each other party to this Agreement.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    The
headings contained in this Agreement are for convenience of reference only, and
shall not limit or otherwise affect in any way the meaning or interpretation of
this Agreement.  If any part of this Agreement or any other agreement
entered into pursuant to this Agreement is contrary to, prohibited by or deemed
invalid under applicable law or regulation, such provision shall be inapplicable
and deemed omitted to the extent so contrary, prohibited or invalid, but the
remainder of this Agreement shall not be invalidated thereby and shall be given
full force and effect so far as possible.  All covenants, agreements,
representations and warranties made in this Agreement or otherwise made in
writing by any party pursuant to this Agreement shall survive the execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby.

     

    The
parties acknowledge that a substantial portion of the negotiations and
anticipated performance of this Agreement occurred or shall occur in Leon
County, Florida.  Any civil action or legal proceeding arising out of
or relating to this Agreement shall be brought in the courts of record of the
State of Florida in Leon County or the United States District Court,
Northern District of Florida.  Each party consents to the jurisdiction
of this court in any civil action or legal proceeding and waives any objection
to the laying of venue of any civil action or legal proceeding in
court.  Service of any court paper may be effected on a party by mail,
as provided in this Agreement, or in any other manner as may be provided under
applicable laws, rules of procedure or local rules.

     

    This
Agreement and all transactions contemplated by this Agreement shall be governed
by, and construed and enforced in accordance with, the internal laws of the
State of Florida without regard to principles of conflicts of
laws.   If any legal action or other proceeding is brought for
the enforcement of this Agreement, or because of an alleged dispute, breach,
default, or misrepresentation in connection with any provision of this
Agreement, the successful or prevailing party or parties shall be entitled to
recover reasonable attorneys' fees, sales and use taxes, court costs, and all
other expenses even if not taxable as court costs.  This Agreement may
be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.

     

    IN WITNESS WHEREOF, the
parties have caused this Agreement to be signed as of the date first written
above.

    
 

    
      
        	
                Witnesses:

              	
                CAPITAL
      CITY BANK GROUP, INC.

              
	 
      	 
      
	 	 
	                                                                    
      	
                By:                                            
                      
      

              
	 
      	
                William
      G. Smith, Jr.

              
	 
      	
                Chairman
      and CEO

              
	                                                                   
      	 
      
	 
      	 
      
	 
      	 
      
	                                                                   
      	                                     
                                  
        
	 
      	
                NAME

              
	 
      	
                TITLE

              
	                                                   
                    
      	 
	 	 


      

    

     

     

     

     

    
 

    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    


    2008 PERFORMANCE
GOALS

    


    


    The
purpose of Exhibit A is to set forth the Performance Goals and to advise the
Participant as to the potential number of Performance Share Units which may be
earned under the Plan if the Performance Goals are achieved.

    


    Performance Share
Units

    


    Performance
Share Units may be earned for achieving designated Performance Goals set forth
below.  The Participant is eligible to receive up to XXXX Performance
Share Units if the established Performance Goals are achieved.

    


    Shares
convertible from Performance Share Units will be issued in the calendar quarter
following the calendar year in which the Performance Share Units were
earned.  The value of the Shares issued is treated as compensation and
creates an additional tax liability for the Participant as of the first date the
Participant has the right to receive the Shares, whether or not the Participant
exercises that right.

    


    Due to
the complexities of the tax laws and circumstances which may affect individual
participants, the Participant is encouraged to consult with the Participant’s
tax advisor concerning any possible tax consequences of this
transaction.