exhibit101






 

 

 

 

 

 

 

 
Exhibit 10.1 
 
CAPITAL CITY 
BANK GROUP, 
INC. 
SUPPLEMENTAL EXECUTIVE 
RETIREMENT PLAN II 
THIS SUPPLEMENTAL 
EXECUTIVE RETIREMENT PLAN II (the ‘Plan”) was authorized 
and approved ______________, _____, 
by the Board of Directors of Capital City Bank Group, Inc. (hereinafter 
the “Company”), effective as of January 1, 2020. 
This Plan is 
intended to constitute an unfunded, nonqualified deferred compensation 
plan for the benefit of certain highly compensated executives 
of the Company and its subsidiaries as set forth in Section 301(a)(3) 
of the Employee Retirement Income Security Act of 1974, as 
amended (“ERISA”). This Plan is also intended to comply with Section 
409A of the Internal Revenue Code of 1986, as amended (the 
“Code”). 
To the extent that there 
are any conflicting provisions, Section 409A shall govern. 
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 Code, covering the employees of the Company and 
its subsidiaries. 
All capitalized terms not defined herein, shall have 
the meaning as prescribed under the Qualified Plan. 
1.
 
Participation. 
Only executives who are 
within a select group 
of management level or 
highly compensated and 
who 
are employees of 
the Company and 
its subsidiaries shall 
be eligible for 
selection by the 
Board of Directors 
to participate in 
this Plan 
(“Participant”). 
Upon selection, the Participant 
shall execute a Participation 
Agreement, a form of which 
is attached hereto as 
Exhibit 
“A” and 
a Participant 
Designation of 
Beneficiary form 
attached hereto 
as Exhibit 
“B.” 
The Participation 
Agreement and 
the 
Beneficiary Designation shall be retained by the Company. 
2.
 
Supplemental Benefits. 
The supplemental 
benefits payable 
to a 
Participant under 
this Plan 
shall be 
computed 
utilizing the same 
benefit accrual 
formula and 
definitions as 
set forth in 
the Qualified 
Plan, except 
that the 
benefit limitation 
under 
Section 415 and 
the compensation limitation 
under Section 401(a)(17) 
shall not apply in 
the computation of 
the supplemental benefit 
(the “gross 
supplemental benefits”). 
The gross 
supplemental benefits 
shall be 
limited to 
and not 
exceed 60% 
of the 
Participant’s 
Average Monthly 
Compensation without 
regards to 
Section 401(a)(17) 
limitations. 
Further, the 
supplemental benefit 
will equal the 
present value of the gross supplemental benefits reduced by the present value 
of the benefits provided by the Qualified Plan. 

3.
 
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 for 
purposes of determining 
gross supplemental retirement 
benefits 
in order 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 
gross supplemental 
accrued benefits 
under this 
Plan by 
any retirement 
benefits accrued 
under a 
prior employer’s 
pension plan 
on behal 
f 
of a 
Participant who 
was a 
mid-career hire 
by the 
Company. 
Any such 
credit or 
offset made by the 
Board of Directors 
shall be made at 
the time the employee 
shall be made 
a Participant and shall 
be set forth in 
the 
Participation Agreement. 
4.
 
Retirement Bene 
fits. The 
eligibility and 
method of 
determining supplemental 
retirement benefits 
for purposes 
of 
retirement benefits 
shall be 
the same 
as determined 
under the 
Qualified Plan 
subject to 
the limitations 
and clarifications 
found in 
Section 2 of this Plan. 

However, the Board 
of Directors, in its sole discretion, 
may waive any reduction of benefits 
due to Early Retirement. 
Any such credit 
or offset made 
by the Board 
of Directors shall 
be communicated 
in writing to 
the affected 
Participant at or 
prior to the 
Participant’s 
retirement. Payment will be made as a single sum upon the Participant’s 
retirement. 
5.
 
Death Benefits. 
The eligibility 
and method 
of determining 
supplemental death 
benefits for 
purposes of 
Death 
Benefits shall be the same as determined under the Qualified Plan 
subject to the limitations and clarifications found in Section 2 
of this 
Plan. 
Payment will be made as a single sum upon the Participant’s 
death. 
6.
 
Disability Benefits 
. 
The eligibility 
and method 
of determining 
supplemental disability 
benefits for 
purposes of 
Disability Benefits 
shall be 
the same 
as determined 
under the 
Qualified Plan 
subject to 
the limitations 
and clarifications 
found in 
Section 2 of this 
Plan. Payment will be 
made as a monthly 
annuity for the lifetime 
of the Participant 
beginning upon the Participant’s 
attainment of Normal Retirement. 
7.
 
Separation from 
Service other 
than Retirement 
or Death 
Benefits. 
The eligibility 
and method 
of determining 
supplemental termination 
benefits for 
purposes of 
Termination 
Benefits shall 
be the 
same as 
determined under 
the Qualified 
Plan 
subject to 
the limitations 
and clarifications 
found in 
Section 2 
of this 
Plan. 
Payment will 
be made 
as a 
single sum 
upon the 
Participant’s separation from service. 






 

 

 

 

 

 

 

 
8.
 
Change 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 
gross supplemental 
benefits under 
this Plan. 
Supplemental 
benefits based 
upon Normal 
Retirement shall 
be payable 
to the 
Participant within 
30 days 
of the 
change in 
control, subject 
to the 
provision of Section 9 regarding specified 
employees. 
“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 within 
the meaning of Section 409A 
of the Code. 
Payment will be made as 
a single 
sum upon the change in control. 
9.
 
Section 409 
A. 
This Paragraph 
shall apply 
to the 
payment of 
any benefits 
under this 
Plan notwithstanding 
any 
provision to the 
contrary herein. 
If any provision 
of this Plan 
(or any award 
of compensation 
or benefits 
provided under 
this Plan) 
would cause the 
Participant to 
incur any additional 
tax or interest 
under Section 409A 
of the Code, 
the Company shall 
reform such 
provision to comply with 
Section 409A and 
agrees to maintain, to 
the maximum extent practicable 
without violating Section 409A 
of 
the Code or the 
original intent and 
economic benefit to Participant 
of the applicable provision. 
The Company shall not 
accelerate the 
payment of any 
payment hereunder in 
violation of Section 
409A of the 
Code. 
To the 
extent required under 
Section 409A where 
the 
Participant is a 
“specified employee,” the 
Company shall delay 
any payment under 
this Plan for 
a period of 
six (6) months 
following 
Participant’s termination of employment. 
Any payment of benefits to a Participant on account of termination 
of this Plan shall comply 
with the timing of benefit payments for 
plan terminations and liquidations in Treasury 
Regulations. When used in connection 
with any 
payments subject to Section 
409A required to be made 
hereunder, the phrase “termination 
of employment” and correlative terms 
shall 
mean separation 
from service 
as defined 
in Section 
409A. 
Unless such 
payments are 
otherwise exempt 
from Section 
409A, any 
reimbursements or in-kind benefits provided 
under this Plan shall be administered 
in accordance with Section 409A, such that: 
(a) the 
amount of expenses eligible 
for reimbursement, or in-kind 
benefits provided, during one 
year shall not affect 
the expenses eligible for 
reimbursement or the 
in-kind benefits provided 
in any other 
year; (b) reimbursement 
of eligible expenses 
shall be made 
on or before 
December 31 
of the year 
following the 
year in which 
the expense 
was incurred; 
(c) Participant’s 
right to 
reimbursement or 
in-kind 
benefits shall not 
be subject 
to liquidation or 
to exchange for 
another benefit; and, 
(d) if 
the payment of 
any deferred 
compensation 
shall be payable 
at any time 
within a period 
that overlaps two 
calendar years, payment 
shall be made 
in the second 
of the two 
years. 

For purposes of 
Section 409A, Participant’s 
right to receive 
any installment payments 
pursuant to this 
Plan shall be 
treated as a 
right 
to receive a series of separate and distinct payments. 
10.
 
Plan Termination. 
This Plan may 
be terminated at 
any time by 
the Board of 
Directors. However, 
all supplemental 
retirement benefits accrued 
under this Plan prio 
r 
to termination shall be 
non-forfeitable except as 
provided in Section 12 
herein. 
Any 
offsets from the Qualified Plan shall be based on 
supplemental retirement benefits accrued through the date 
of termination of this Plan, 
and the supplemental retirement 
benefits accrued under 
this Plan as determined 
by this Section upon 
Plan termination shall 
be paid in 
a lump sum. 
11.
 
Ownership of Assets. 
Until made available to the 
Participant or the Participant’s 
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. 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. 
12.
 
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, the 
Participant’s 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, 
the Participant shall fail 
or refuse 
to provide advice and counsel to the Company when reasonably requested 
to do so. 
13.
 
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. 
14.
 
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. 






 

 

 

 

 

 

 

 

 

 

 
15.
 
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. 
16.
 
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 the Board 
member’s 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. 
17.
 
Binding Effect. 
The terms and provisions 
of this Supplemental Executive 
Retirement Plan shall supersede 
any prior 
Supplemental Executive Retirement 
Plans in which 
the Participant participates 
and shall be 
binding upon and 
inure to the 
benefit of 
the Company, 
its successors 
and assigns, 
and the 
Participant and 
the Participant’s 
designated beneficiary, 
personal representatives, 
heirs, and administrators. 
18.
 
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 ___day of 
_______________, 2020 to be effective as of the 1st 
day of January 2020. 
 
Capital City Bank Group, Inc. 
By: 

Name: 
______________ 
Title: 

Witnesses: 
 

(Print name) __________________                             (Print 
name)___________________