exhibit101






CHANGE OF CONTROL AGREEMENT  AGREEMENT by and between Seacoast Banking Corporation of Florida (the “Company”)  and Tracey Dexter (“Executive”), dated as of the 20th day of January, 2021.  The Board of Directors of the Company (the “Board”), has determined that it is in the best  interests of the Company and its stockholders to assure that the Company will have the continued  dedication of Executive, notwithstanding the possibility, threat or occurrence of a Change of  Control (as defined below) of the Company.  The Board believes it is imperative to diminish the  inevitable distraction of Executive by virtue of the personal uncertainties and risks created by a  pending or threatened Change of Control and to encourage Executive’s full attention and dedication  to the Company currently and in the event of any threatened or pending Change of Control, and to  provide Executive with compensation and benefits arrangements upon a Change of Control which  ensure that the compensation and benefits expectations of Executive will be satisfied and which are  competitive with those of other corporations.    Therefore, in order to accomplish these objectives, the Board has caused the Company to  enter into this Agreement.  NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:  1. Certain Definitions. The following capitalized terms used in this Agreement shall have the meanings assigned to them below, which definitions shall apply to both the singular and  the plural forms of such terms.  (a) “Average Annual Performance Bonus” shall mean the average of the annual performance bonuses paid to Executive by the Company for the last three full fiscal  years prior to the Date of Termination (or in the event that Executive was not employed by  the Company for the whole of such three fiscal years, such fewer number of fiscal years  during which Executive was employed by the Company prior to the Date of Termination).   For purposes of calculating Average Annual Performance Bonus, any portion of an annual  performance bonus earned but (i) deferred or (ii) settled in stock or stock-based awards  shall be considered to have been paid (x) for the year for which such annual performance  bonus was earned and (y) in an amount equal to the amount Executive would have received  if such portion had not been deferred or settled in stock or stock-based awards and instead  had been paid in cash.  (b) “Cause” shall mean that Executive: (i) committed an act constituting a misdemeanor involving dishonesty or moral turpitude or a felony under the laws of the United States or any state  or political subdivision thereof;    (ii) violated laws, rules or regulations applicable to banks, investment banks, broker-dealers, investment advisors or the banking and securities industries  generally, or becomes ineligible to serve as an executive officer of a depository institution,  depository institution holding company, or a publicly-traded company;  (iii) committed an act constituting gross negligence or willful misconduct causing harm to the Company;  Exhibit 10.1 





 






Change of Control Agreement  Page 2      LEGAL02/36557583v4  (iv) engaged in conduct that materially violated the internal policies or  procedures of the Company and which is materially detrimental to the business, reputation,  character or standing of the Company;    (v) committed an act of fraud, intentional dishonesty or  misrepresentation which is materially detrimental to the business, reputation, character or  standing of the Company;    (vi) violated any law relating to employment discrimination,  harassment, or retaliation or any policy of the Company relating to employment  discrimination, harassment or retaliation;    (vii) used illegal drugs, abused other controlled substances or worked  under the influence of alcohol;    (viii) willfully refused to obey lawful directives from the executive to  which he reports or the Board, as applicable;    (ix) materially breached any of his obligations under this Agreement;  or    (x) engaged in a conflict of interest or self-dealing or materially  violated a code or policy of the Company relating to business conduct, ethics, legal  compliance or conflict of interest.    (c) A “Change of Control” shall mean the occurrence of any of the following  events:     (i) during any consecutive 12-month period, individuals who, at the  beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any  reason to constitute at least a majority of such Board, provided that any person becoming  a director after the beginning of such 12-month period and whose election or nomination  for election was approved by a vote of at least a majority of the Incumbent Directors then  on the Board shall be an Incumbent Director; provided, however, that no individual initially  elected or nominated as a director of the Company as a result of an actual or threatened  election contest with respect to the election or removal of directors (“Election Contest”) or  other actual or threatened solicitation of proxies or consents by or on behalf of any “person”  (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the  “1934 Act”) and as used in Section 13(d)(3) and 14(d)(2) of the 1934 Act) other than the  Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle  any Election Contest or Proxy Contest, shall be deemed an Incumbent Director;    (ii) any person becomes a “beneficial owner” (as defined in Rule 13d- 3 under the 1934 Act), directly or indirectly, of either (A) 35% or more of the then- outstanding shares of common stock of the Company (“Company Common Stock”) or (B)  securities of the Company representing 35% or more of the combined voting power of the  Company’s then-outstanding securities eligible to vote for the election of directors (the  “Company Voting Securities”); provided, however, that for purposes of this subsection (a),  the following acquisitions of Company Common Stock or Company Voting Securities  





 






Change of Control Agreement  Page 3      LEGAL02/36557583v4  shall not constitute a Change of Control: (i) an acquisition directly from the Company, (ii)  an acquisition by the Company or any corporation, limited liability company, partnership  or other entity of which a majority of the outstanding voting stock or voting power is  beneficially owned directly or indirectly by the Company (a “Subsidiary”), (iii) an  acquisition by any employee benefit plan (or related trust) sponsored or maintained by the  Company or any Subsidiary, or (iv) an acquisition pursuant to a Non-Qualifying  Transaction (as defined in subsection (iii) below);      (iii) the consummation of a reorganization, merger, consolidation,  statutory share exchange or similar form of corporate transaction involving the Company  or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially  all of the Company’s assets (a “Sale”) or the acquisition of assets or stock of another  corporation or other entity (an “Acquisition”), unless immediately following such  Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and  entities who were the Beneficial Owners, respectively, of the outstanding Company  Common Stock and outstanding Company Voting Securities immediately prior to such  Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 35%  of, respectively, the then outstanding shares of common stock and the combined voting  power of the then outstanding voting securities entitled to vote generally in the election of  directors, as the case may be, of the entity resulting from such Reorganization, Sale or  Acquisition (including, without limitation, an entity which as a result of such transaction  owns the Company or all or substantially all of the Company’s assets or stock either  directly or through one or more subsidiaries, the “Surviving Entity”) in substantially the  same proportions as their ownership, immediately prior to such Reorganization, Sale or  Acquisition, of the outstanding Company Common Stock and the outstanding Company  Voting Securities, as the case may be, and (B) no person (other than (x) the Company or  any Subsidiary, (y) the Surviving Entity or its ultimate parent entity, or (z) any employee  benefit plan (or related trust) sponsored or maintained by any of the foregoing) is the  Beneficial Owner, directly or indirectly, of 35% or more of the total common stock or 35%  or more of the total voting power of the outstanding voting securities eligible to elect  directors of the Surviving Entity, and (C) at least a majority of the members of the board  of directors of the Surviving Entity were Incumbent Directors at the time of the Board’s  approval of the execution of the initial agreement providing for such Reorganization, Sale  or Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria  specified in (i), (ii) and (i) above shall be deemed to be a “Non-Qualifying Transaction”);  or      (iv) approval by the stockholders of the Company of a complete  liquidation or dissolution of the Company.    (d) The “Change of Control Period” shall mean the period commencing on the  date hereof and ending on the first anniversary of the date hereof; provided, however, that  commencing on the date one year after the date hereof, and on each annual anniversary of such date  (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal  Date”), unless previously terminated, the Change of Control Period shall be automatically extended  so as to terminate one year from such Renewal Date, unless at least 60 days prior to the Renewal  Date the Company shall give notice to Executive that the Change of Control Period shall not be so  extended.    





 






Change of Control Agreement  Page 4      LEGAL02/36557583v4  (e) “Competitive Services” means engaging in the business of banking,  including, without limitation, originating, underwriting, closing and selling loans, receiving  deposits, conducting fiduciary services, providing securities or insurance brokerage or investment  management or services, as well as the business of providing any other activities, products, or  services of the type conducted, authorized, offered, or provided by the Company as of the Date of  Termination, or during the two (2) years immediately prior to the Date of Termination.     (f) “Confidential Information” means any and all data and information  relating to the Company, its activities, business, or clients that (i) is disclosed to Executive or of  which Executive becomes aware as a consequence of his employment with the Company; (ii) has  value to the Company; and (iii) is not generally known outside of the Company.  “Confidential  Information” shall include, but is not limited to the following types of information regarding,  related to, or concerning the Company: trade secrets; financial plans and data; management  planning information; business plans; operational methods; market studies; marketing plans or  strategies; pricing information; product development techniques or plans; customer lists; customer  files, data and financial information; details of customer contracts; current and anticipated customer  requirements; identifying and other information pertaining to business referral sources; past,  current and planned research and development; computer aided systems, software, strategies and  programs; business acquisition plans; management organization and related information (including,  without limitation, data and other information concerning the compensation and benefits paid to  officers, directors, employees and management); personnel and compensation policies; new  personnel acquisition plans; and other similar information.  “Confidential Information” also  includes combinations of information or materials which individually may be generally known  outside of the Company, but for which the nature, method, or procedure for combining such  information or materials is not generally known outside of the Company.  In addition to data and  information relating to the Company, “Confidential Information” also includes any and all data and  information relating to or concerning a third party that otherwise meets the definition set forth  above, that was provided or made available to the Company by such third party, and that the  Company has a duty or obligation to keep confidential.  This definition shall not limit any definition  of “confidential information” or any equivalent term under state or federal law.  “Confidential  Information” shall not include information that has become generally available to the public by the  act of one who has the right to disclose such information without violating any right or privilege of  the Company.    (g) “Date of Termination” means (i) if Executive’s employment is terminated  by the Company other than by reason of death or Disability, or by Executive for Good Reason, the  date of receipt of the Notice of Termination, or any later date specified therein, or (ii) if Executive’s  employment is terminated by the Company by reason of death or Disability, the Date of  Termination will be the date of death or the Disability Effective Date, as the case may be, or (iii) if  Executive’s employment is terminated by Executive without Good Reason, the Date of Termination  will be the effective date of his resignation.    (h) “Disability” shall mean the inability of Executive, as reasonably  determined by the Company, to perform the essential functions of his regular duties and  responsibilities, with or without reasonable accommodation, due to a medically determinable  physical or mental illness which has lasted (or can reasonably be expected to last) for a period of  six (6) consecutive months.      





 






Change of Control Agreement  Page 5      LEGAL02/36557583v4  (i) “Effective Date” shall mean the first date during the Change of Control  Period on which a Change of Control occurs.        (j) For purposes of this Agreement, “Good Reason” shall mean any of the  following without Executive’s consent:      (i)   the assignment to Executive of any duties inconsistent in any  material respect with Executive’s position (including status, offices, titles and reporting  requirements), authority, duties or responsibilities as in effect on the Effective Date, or any  other action by the Company which results in a material diminution in Executive’s position,  authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial  and inadvertent action not taken in bad faith and which is remedied by the Company  promptly after receipt of notice thereof given by Executive;      (ii) the Company’s requiring Executive to be based at any office or  location that is more than 35 miles from the office or location where Executive was based  immediately prior to the Effective Date; provided, however, that Good Reason shall not  include any relocation that results in Executive’s being based at any office or location  closer to Executive’s then-principal residence;      (iii) a material reduction in Executive’s Annual Base Salary or target  annual bonus opportunity, as in effect on the Effective Date or as the same may be  increased from time to time;       (iv) any failure by the Company to comply with and satisfy Section  11(c) of this Agreement; or      (v) the material breach of this Agreement by the Company;    provided, however, that to be effective, any resignation for Good Reason must be within  ninety (90) days following the initial existence of one or more of the preceding conditions;  must be communicated to the Company in writing by Executive, indicating the subsection  relied upon and describing the facts establishing Good Reason under that subsection, no  later than thirty (30) days subsequent to the initial existence of the condition, and upon the  notice of which the Company shall have a period of at least 30 days during which it may  remedy the condition. If at the end of such thirty (30) day period no such cure has been  effected, then Executive may terminate his employment for Good Reason within ten (10)  days of the end of such thirty (30) day period by providing written notice of the failure to  cure and of the termination date.    (k) “Material Contact” means contact between Executive and a customer or  potential customer of the Company (i) with whom or which Executive has or had dealings on behalf  of the Company; (ii) whose dealings with the Company are or were coordinated or supervised by  Executive; (iii) about whom Executive obtains Confidential Information in the ordinary course of  business as a result of his employment with the Company; or (iv) who receives products or services  of the Company, the sale or provision of which results or resulted in compensation, commissions,  or earnings for Executive within the two (2) years prior to the Date of Termination.    





 






Change of Control Agreement  Page 6      LEGAL02/36557583v4  (l) “Person” means any individual or any corporation, partnership, joint  venture, limited liability company, association or other entity or enterprise.    (m) “Principal or Representative” means a principal, owner, partner,  shareholder, joint venturer, investor, member, trustee, director, officer, manager, employee, agent,  representative or consultant.    (n) “Protected Customer” means any Person to whom the Company has sold  its products or services or actively solicited to sell its products or services, and with whom  Executive has had Material Contact on behalf of the Company during his employment with the  Company.    (o) “Restricted Territory” means Palm Beach, Treasure Coast, Space Coast  and Orlando MSA Counties, Florida and any other county in which Executive is working on behalf  of the Company during the one (1) year preceding the conduct in question (if the conduct occurs  while Executive is still employed by the Company) or the Date of Termination (if the conduct  occurs after Executive’s Termination), as applicable.    (p) “Restrictive Covenants” means the restrictive covenants contained in  Section 9(c) through 9(f) hereof.    (q) “Severance Cash Ratio” means one (1).     2. Term and Employment Period.  The Company hereby agrees to continue Executive  in its employ of the Company, subject to the terms and conditions of this Agreement, for the period  commencing on the Effective Date and ending on the first anniversary of such date (the “Term”).   The time during which Executive remains employed by the Company or its successor during the  Term is referred to herein as the “Employment Period.”     3. Terms of Employment.      (a) Position and Duties.       (i)  During the Employment Period, (A) Executive’s position (including  status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at  least commensurate in all material respects with the most significant of those held, exercised and  assigned at any time during the 120-day period immediately preceding the Effective Date, and (B)  Executive’s services shall be performed at the location where Executive was employed  immediately preceding the Effective Date or any office or location less than 35 miles from such  location.       (ii)  During the Employment Period, and excluding any periods of vacation  and sick leave to which Executive is entitled, Executive agrees to devote substantially all of his  attention and time during normal business hours to the business and affairs of the Company and, to  the extent necessary to discharge the responsibilities assigned to Executive hereunder, to use  Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities.   During the Employment Period it shall not be a violation of this Agreement for Executive to (A)  serve on corporate, civic or charitable boards or committees, (B) engage in other business activities  that do not represent a conflict of interest with the full execution of his duties to the Company, and  





 






Change of Control Agreement  Page 7      LEGAL02/36557583v4  (C) manage personal investments, so long as such activities do not significantly interfere with the  performance of Executive’s responsibilities as an employee of the Company in accordance with  this Agreement.  It is expressly understood and agreed that to the extent that any such activities  have been conducted by Executive prior to the Effective Date, the continued conduct of such  activities (or the conduct of activities similar in nature and scope thereto) subsequent to the  Effective Date shall not thereafter be deemed to interfere with the performance of Executive’s  responsibilities to the Company.      (b) Compensation.       (i)  Base Salary.  During the Employment Period, Executive shall receive  an annual base salary (“Annual Base Salary”) at a rate at least equal to the rate of base salary in  effect on the date of this Agreement or, if greater, on the Effective Date, paid or payable (including  any base salary which has been earned but deferred) to Executive by the Company and its affiliated  companies.  The Annual Base Salary shall be payable in accordance with the Company’s regular  payroll practice for its senior executives, as in effect from time to time.  Any increase in the Annual  Base Salary shall not limit or reduce any other obligation of the Company under this Agreement.   The Annual Base Salary shall not be reduced after any such increase and the term “Annual Base  Salary” shall thereafter refer to the Annual Base Salary as so increased.  As used in this Agreement,  the term “affiliated companies” shall include any company controlled by, controlling or under  common control with the Company.       (ii)  Annual Bonus.  In addition to Annual Base Salary, Executive shall be  awarded, for each fiscal year ending during the Employment Period, a target annual bonus  opportunity at least equal to Executive’s target annual bonus opportunity for the last full fiscal year  prior to the Effective Date (annualized in the event that Executive was not employed by the  Company for the whole of such fiscal year).         (iii) Incentive, Savings and Retirement Plans.  During the Employment  Period, Executive shall be entitled to participate in all incentive, savings and retirement plans,  practices, policies and programs applicable generally to Peer Executives, subject to eligibility  requirements and terms and conditions of each such plan, but in no event shall such plans, practices,  policies and programs provide Executive with incentive opportunities, savings opportunities and  retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most  favorable of those provided by the Company and its affiliated companies for Executive under such  plans, practices, policies and programs as in effect at any time during the 120-day period  immediately preceding the Effective Date or if more favorable to Executive, those provided  generally at any time after the Effective Date to Peer Executives.       (iv)  Welfare Benefit Plans.  During the Employment Period, Executive  and/or Executive’s eligible dependents, as the case may be, shall be eligible for participation in and  shall receive all benefits under welfare benefit plans, practices, policies and programs provided by  the Company and its affiliated companies (including, without limitation, medical, prescription,  dental, disability, employee life, group life, accidental death and travel accident insurance plans  and programs) to the extent applicable generally to Peer Executives and subject to eligibility  requirements and terms and conditions of each such plan.    





 






Change of Control Agreement  Page 8      LEGAL02/36557583v4     (v)  Expenses.  During the Employment Period, Executive shall be entitled  to receive prompt reimbursement for all reasonable expenses incurred by Executive in accordance  with the policies, practices and procedures of the Company applicable to Peer Executives.       (vi)  Fringe Benefits.  During the Employment Period, Executive shall be  entitled to fringe benefits in accordance with the plans, practices, programs and policies of the  Company applicable to Peer Executives, subject to eligibility requirements and terms and  conditions of any such plans, practices, programs and policies.     4. Termination of Employment.    (a) Death or Disability.  Executive’s employment shall terminate automatically  upon Executive’s death during the Term.  If the Company determines in good faith that the  Disability of Executive has occurred during the Term (pursuant to the definition of Disability set  forth below), it may give to Executive written notice in accordance with Section 4(d) of this  Agreement of its intention to terminate Executive’s employment.  In such event, Executive’s  employment with the Company shall terminate effective on the 30th day after receipt of such  written notice by Executive (the “Disability Effective Date”), provided that, within the 30 days  after such receipt, Executive shall not have returned to full-time performance of Executive’s duties.   At the request of Executive or his personal representative, the determination by the Company that  the Disability of Executive has occurred shall be certified by a physician mutually agreed upon by  Executive, or his personal representative, and the Company.        (b) Cause.  The Company may terminate Executive’s employment during the  Term with or without Cause.  The Company shall furnish to Executive in writing a notice of the  subsection relied upon and describing the facts establishing Cause under that subsection. In the  event that the Company seeks to terminate Executive’s employment for Cause and that subsection  (iv), (viii) or (ix) of such definition in Section 1(a) is the sole reason for termination for Cause,  Executive shall have the following cure provisions and rights. Following the Company’s delivery  of the Cause notice described above, Executive shall have a period of ten (10) days after the giving  of such written notice of proposed termination by the Company in which to attempt to effect a cure  of the specified Cause. If at the end of such ten (10) day period no such cure has been effected to  the satisfaction of the Board as determined in good faith, then Executive’s employment shall be  terminated for Cause as of the end of such ten (10) day period. The Company shall be obligated to  provide to Executive only one such notice of proposed termination. If subsequent to effecting a  cure of specified deficiencies under subsection (iv), (viii) or (ix) of such definition in Section 1(a),  Executive is determined by the Board again to have committed an act of Cause under subsection  (iv), (viii) or (ix) of such definition in Section 1(a), then employment may be terminated  immediately for Cause upon the Company’s giving of notice of termination to Executive.      (c) Good Reason.  Executive’s employment may be terminated by Executive  for Good Reason or for no reason.        (d) Notice of Termination.  Any termination by the Company for any reason  or by Executive for Good Reason shall be communicated by Notice of Termination to the other  party hereto given in accordance with this Agreement.  For purposes of this Agreement, a “Notice  of Termination” means a written notice which (i) indicates the specific termination provision in  this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and  circumstances claimed to provide a basis for termination of Executive’s employment under the  





 






Change of Control Agreement  Page 9      LEGAL02/36557583v4  provision so indicated, and (iii) specifies the termination date (which date shall be not less than 60  days after the giving of such notice).  The failure by either party to set forth in the Notice of  Termination any fact or circumstance which contributes to a showing of Good Reason or Cause  shall not waive any right of such party hereunder or preclude such party from asserting such fact  or circumstance in enforcing such party’s rights hereunder.     5. Obligations of the Company upon Termination.      (a) Termination by the Company Other Than for Cause or Disability;  Termination by Executive for Good Reason.  If, during the Term, the Company shall terminate  Executive’s employment other than for Cause or Disability, or Executive shall terminate his  employment for Good Reason, then and with respect to the payments and benefits described in  Section 5(a)(i)(B) and (C) and Section 5(a)(ii) and (iii) hereof, only if within sixty (60) days after  the Date of Termination Executive shall have executed a separation agreement containing a full  general release of claims and covenant not to sue in a form satisfactory to the Company (the  “Release”) and such Release shall not have been revoked within such sixty (60)-day period:       (i)  the Company shall pay to Executive in a lump sum in cash within sixty  (60) days after the Date of Termination (or any later date required by Section 13 hereof) the  aggregate of the following amounts:        A. the sum of (1) Executive’s Base Salary through the Date  of Termination to the extent not theretofore paid, and (2) any accrued vacation pay to the extent  not theretofore paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter  referred to as the “Accrued Obligations”); and         B. the product of (x) the Severance Cash Ratio multiplied by  (y) the sum of (i) Executive’s Annual Base Salary at the rate in effect on the Date of Termination,  and (ii) Executive’s Average Annual Performance Bonus; provided, however, that any obligation  of the Company to make such payment shall cease upon Executive’s breach of any of his  obligations set forth in Section 9 hereof;     C. the product of (x) Executive’s Average Annual  Performance Bonus and (y) a fraction, the numerator of which is the number of days in the current  fiscal year through the Date of Termination, and the denominator of which is 365 (the “Final Year  Bonus”); provided, however, that any obligation of the Company to make such payment shall cease  upon Executive’s breach of any of his obligations set forth in Section 9 hereof;        (ii)  if Executive elects to continue participation in any group medical,  dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible  dependents would be entitled under Section 4980B of the Code (COBRA), then for twelve (12)  months following the Date of Termination (the “Welfare Benefits Continuation Period”), the  Company shall pay the excess of (1) the COBRA cost of such  coverage over (2) the amount that  Executive would have had to pay for such coverage if he had remained employed during the  Welfare Benefits Continuation Period and paid the active employee rate for such coverage;  provided, however, that (A) that if Executive becomes eligible to receive group health benefits  under a program of a subsequent employer or otherwise (including coverage available to  Executive’s spouse), the Company’s obligation to pay any portion of the cost of health coverage as  described herein shall cease, except as otherwise provided by law; and (B) the Welfare Benefits  





 






Change of Control Agreement  Page 10      LEGAL02/36557583v4  Continuation Period shall run concurrently with any period for which Executive is eligible to elect  health coverage under COBRA; provided further, that any obligation of the Company to make such  payment shall cease upon Executive’s breach of any of his obligations set forth in Section 9 hereof;  and          (iii)  to the extent not theretofore paid or provided, the Company shall  timely pay or provide to Executive any other amounts or benefits required to be paid or provided  or which Executive is eligible to receive under any plan, program, policy or practice or contract or  agreement of the Company and its affiliated companies (such other amounts and benefits shall be  hereinafter referred to as the “Other Benefits”).      (b) Death or Disability.  If Executive’s employment is terminated by reason  of Executive’s death or Disability during the Term, this Agreement shall terminate without further  obligations to Executive or Executive’s legal representatives under this Agreement, other than for  payment of Accrued Obligations, the Final Year Bonus and the timely payment or provision of  Other Benefits.  Accrued Obligations shall be paid to Executive’s estate or beneficiary, as  applicable, in a lump sum in cash within 30 days after the Date of Termination.  With respect to  the provision of Other Benefits, the term Other Benefits as used in this Section 5(b) shall include,  without limitation, and Executive or Executive’s estate and/or beneficiaries shall be entitled to  receive, benefits under such plans, programs, practices and policies relating to death or disability  or retirement, if any, as are applicable to Executive on the Date of Termination.      (c) Cause or Voluntary Termination without Good Reason.  If Executive’s  employment shall be terminated for Cause during the Term, or if Executive voluntarily terminates  employment during the Term without Good Reason, this Agreement shall terminate without further  obligations to Executive, other than for payment of Accrued Obligations and the timely payment  or provision of Other Benefits. Accrued Obligations shall be paid to Executive in a lump sum in  cash within 30 days after the Date of Termination.        (d) Expiration of Term.  If Executive’s employment shall be terminated due  to the normal expiration of the Term, this Agreement shall terminate without further obligations to  Executive, other than for payment of Accrued Obligations and the timely payment or provision of  Other Benefits. Accrued Obligations shall be paid to Executive in a lump sum in cash within 30  days after the Date of Termination.       6. Non-exclusivity of Rights.  Nothing in this Agreement shall prevent or limit  Executive’s continuing or future participation in any plan, program, policy or practice provided by  the Company or any of its affiliated companies and for which Executive may qualify, nor, subject  to Section 12(f), shall anything herein limit or otherwise affect such rights as Executive may have  under any contract or agreement with the Company or any of its affiliated companies.  Amounts  which are vested benefits or which Executive is otherwise entitled to receive under any plan, policy,  practice or program of or any contract or agreement with the Company or any of its affiliated  companies at or subsequent to the Date of Termination shall be payable in accordance with such  plan, policy, practice or program or contract or agreement except as explicitly modified by this  Agreement.     7. Full Settlement; No Mitigation.  The Company’s obligation to make the payments  provided for in this Agreement and otherwise to perform its obligations hereunder shall not be  affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the  





 






Change of Control Agreement  Page 11  LEGAL02/36557583v4  Company may have against Executive or others.  In no event shall Executive be obligated to seek  other employment or take any other action by way of mitigation of the amounts payable to  Executive under any of the provisions of this Agreement and, except as explicitly provided herein,  such amounts shall not be reduced whether or not Executive obtains other employment.    8. Costs of Enforcement. (a) The Company shall reimburse Executive, on a current basis, for all reasonable legal fees and related expenses incurred by Executive in (i) contesting or disputing any  termination of Executive’s employment, or (ii) seeking to obtain or enforce any right or benefit  provided by this Agreement, provided, in each case, that Executive is successful on at least one  material issue raised in such contest, dispute or enforcement proceeding.  If Executive is awarded  the right to recover fees and expenses under this Section 8(a), the reimbursement of an eligible  expense shall be made within ten business days after delivery of Executive’s respective written  requests for payment accompanied with such evidence of fees and expenses incurred as the  Company reasonably may require, but in no event later than March 15 of the year after the year in  which such rights are established.   (b) Executive shall also be entitled to be paid all reasonable legal fees and expenses, if any, incurred in connection with any tax audit or proceeding to the extent attributable  to the application of Section 4999 of the Internal Revenue Code to any payment or benefit  hereunder.  Such reimbursement of expenses shall be made on a current basis, as incurred, and in  no event later than December 31 of the year following the calendar year in which the taxes that are  the subject of the audit or proceeding are remitted to the taxing authority, or where as a result of  such audit or proceeding no taxes are remitted, December 31 of the year following the calendar  year in which the audit is completed or there is a final and nonappealable settlement or other  resolution of the proceeding.  9. Protective Covenants.  For purposes of this Section 9, references to the “Company” shall include both the Company and Seacoast Bank.  (a) Acknowledgments. (i) Condition of Employment and Other Consideration:  Executive acknowledges and agrees that he has received good and valuable consideration for entering into  this Agreement.  (ii) Access to Confidential Information, Relationships, and Goodwill. Executive acknowledges and agrees that he is being provided and entrusted with Confidential  Information (as that term is defined below), including highly confidential customer information  that is subject to extensive measures to maintain its secrecy within the Company, is not known in  the trade or disclosed to the public, and would materially harm the Company’s legitimate business  interests if it was disclosed or used in violation of this Agreement.  Executive also acknowledges  and agrees that he is being provided and entrusted with access to the Company’s customer and  employee relationships and goodwill.  Executive further acknowledges and agrees that the  Company’s Confidential Information, customer and employee relationships, and goodwill are  valuable assets of the Company and are legitimate business interests that are properly subject to  protection through the covenants contained in this Agreement.  





 






Change of Control Agreement  Page 12      LEGAL02/36557583v4  (iii) Potential Unfair Competition.  Executive acknowledges and  agrees that as a result of his employment with the Company during the Employment Period, his  knowledge of and access to Confidential Information, and his relationships with the Company’s  customers and employees, Executive would have an unfair competitive advantage if Executive  were to engage in activities in violation of this Agreement.    (iv) No Undue Hardship.  Executive acknowledges and agrees that, in  the event that his employment with the Company terminates during the Term, he possesses  marketable skills and abilities that will enable him to find suitable employment without violating  the covenants set forth in this Agreement.     (v) Voluntary Execution.  Executive acknowledges and affirms that  he is executing this Agreement voluntarily, that he has read this Agreement carefully and had a full  and reasonable opportunity to consider this Agreement (including an opportunity to consult with  legal counsel), and that he has not been pressured or in any way coerced, threatened or intimidated  into signing this Agreement.    (b) Restriction on Disclosure and Use of Confidential Information.  Executive  agrees that Executive shall not, directly or indirectly, use any Confidential Information on  Executive’s own behalf or on behalf of any Person other than the Company, or reveal, divulge, or  disclose any Confidential Information to any Person not expressly authorized by the Company to  receive such Confidential Information.  This obligation shall remain in effect for as long as the  information or materials in question retain their status as Confidential Information.  Executive  further agrees that he shall fully cooperate with the Company in maintaining the Confidential  Information to the extent permitted by law. The parties acknowledge and agree that this Agreement  is not intended to, and does not, alter either the Company’s rights or Executive’s obligations under  any state or federal statutory or common law regarding trade secrets and unfair trade practices.   Anything herein to the contrary notwithstanding, Executive shall not be restricted from disclosing  information that is required to be disclosed by law, court order or other valid and appropriate legal  process; provided, however, that in the event such disclosure is required by law, Executive shall  provide the Company with prompt notice of such requirement so that the Company may seek an  appropriate protective order prior to any such required disclosure by Executive.    (c) Non-Competition.  Executive agrees that, during the Employment Period  and, if Executive’s employment is terminated during the Term (i) by the Company other than by  reason of death or Disability or (ii) by Executive for Good Reason, during the one (1) year period  following the Date of Termination, he will not, without prior written consent of the Company,  directly or indirectly (a) carry on or engage in Competitive Services within the Restricted Territory  on his own or on behalf of any Person or any Principal or Representative of any Person, or (b) own,  manage, operate, join, control or participate in the ownership, management, operation or control,  of any business, whether in corporate, proprietorship or partnership form or otherwise where such  business is engaged in the provision of Competitive Services within the Restricted Territory.      (d) Non-Solicitation of Protected Customers.  Executive agrees that, during  the Employment Period and, if Executive’s employment is terminated during the Term (i) by the  Company other than by reason of death or Disability or (ii) by Executive for Good Reason, during  the one (1) year period following the Date of Termination, he shall not, without the prior written  consent of the Company, directly or indirectly, on his own behalf or as a Principal or Representative  





 






Change of Control Agreement  Page 13      LEGAL02/36557583v4  of any Person, solicit, divert, take away, or attempt to solicit, divert, or take away a Protected  Customer for the purpose of engaging in, providing, or selling Competitive Services.      (e) Non-Recruitment of Employees.  Executive agrees that during the  Employment Period and, if Executive’s employment is terminated during the Term (i) by the  Company other than by reason of death or Disability or (ii) by Executive for Good Reason, during  the one (1) year period following the Date of Termination, he shall not, without the prior written  consent of the Company, directly or indirectly, whether on his own behalf or as a Principal or  Representative of any Person, solicit or induce or attempt to solicit or induce any employee of the  Company to terminate his employment relationship with the Company or to enter into employment  with Executive or any other Person.    (f) Non-Disparagement.  Executive agrees that during the Employment  Period and, if Executive’s employment is terminated during the Term (i) by the Company other  than by reason of death or Disability or (ii) by Executive for Good Reason, during the one (1) year  period following the Date of Termination he shall not publicly make or publish, orally or in writing,  any derogatory or disparaging statements regarding the Company or its directors, officers,  employees of affiliates which are or reasonably may be expected to be injurious or inimical to the  business reputation, good will or best interests of the Company or any such persons or affiliates.     (g) Enforcement of Restrictive Covenants.    (i) Rights and Remedies Upon Breach.  The parties specifically  acknowledge and agree that the remedy at law for any breach of the Restrictive Covenants will be  inadequate, and that in the event Executive breaches, or threatens to breach, any of the Restrictive  Covenants, the Company shall have the right and remedy, without the necessity of proving actual  damage or posting any bond, to enjoin, preliminarily and permanently, Executive from violating or  threatening to violate the Restrictive Covenants and to have the Restrictive Covenants specifically  enforced by any court of competent jurisdiction, it being agreed that any breach or threatened  breach of the Restrictive Covenants would cause irreparable injury to the Company and that money  damages would not provide an adequate remedy to the Company.  Executive understands and  agrees that if he violates any of the obligations set forth in the Restrictive Covenants, the period of  restriction applicable to each obligation violated shall cease to run during the pendency of any  litigation over such violation, provided that such litigation was initiated during the period of  restriction.  Such rights and remedies shall be in addition to, and not in lieu of, any other rights and  remedies available to the Company at law or in equity.  Executive understands and agrees that, if  the parties become involved in legal action regarding the enforcement of the Restrictive Covenants  and if the Company prevails in such legal action, the Company will be entitled, in addition to any  other remedy, to recover from Executive its reasonable costs and attorneys’ fees incurred in  enforcing such covenants.  The Company’s ability to enforce its rights under the Restrictive  Covenants or applicable law against Executive shall not be impaired in any way by the existence  of a claim or cause of action on the part of Executive based on, or arising out of, this Agreement or  any other event or transaction.    (ii) Severability and Modification of Covenants.  Executive  acknowledges and agrees that each of the Restrictive Covenants is reasonable and valid in time and  scope and in all other respects.  The parties agree that it is their intention that the Restrictive  Covenants be enforced in accordance with their terms to the maximum extent permitted by law.   Each of the Restrictive Covenants shall be considered and construed as a separate and independent  





 






Change of Control Agreement  Page 14      LEGAL02/36557583v4  covenant.  Should any part or provision of any of the Restrictive Covenants be held invalid, void,  or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or  unenforceable any other part or provision of this Agreement or such Restrictive Covenant.  If any  of the provisions of the Restrictive Covenants should ever be held by a court of competent  jurisdiction to exceed the scope permitted by the applicable law, such provision or provisions shall  be automatically modified to such lesser scope as such court may deem just and proper for the  reasonable protection of the Company’s legitimate business interests and may be enforced by the  Company to that extent in the manner described above and all other provisions of this Agreement  shall be valid and enforceable.     10. Limitation of Benefits.     (a) Anything in this Agreement to the contrary notwithstanding, in the event  it shall be determined that any benefit, payment or distribution by the Company to or for the benefit  of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this  Agreement or otherwise, but determined without regard to any additional payments required under  this Section 10) (such benefits, payments or distributions are hereinafter referred to as “Payments”)  would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”),  then, prior to the making of any Payments to Executive, a calculation shall be made comparing (i)  the net after-tax benefit to Executive of the Payments after payment by Executive of the Excise  Tax, to (ii) the net after-tax benefit to Executive if the Payments had been limited to the extent  necessary to avoid being subject to the Excise Tax.  If the amount calculated under (i) above is less  than the amount calculated under (ii) above, then the Payments shall be limited to the extent  necessary to avoid being subject to the Excise Tax (the “Reduced Amount”).  The reduction of the  Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to  the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to  actual present value of such Payments as of the date of the change of control, as determined by the  Determination Firm (as defined in Section 10(b) below).  For purposes of this Section 10, present  value shall be determined in accordance with Section 280G(d)(4) of the Code.  For purposes of this  Section 10, the “Parachute Value” of a Payment means the present value as of the date of the change  of control of the portion of such Payment that constitutes a “parachute payment” under Section  280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining  whether and to what extent the Excise Tax will apply to such Payment.     (b) All determinations required to be made under this Section 10, including  whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the  amount of the Reduced Amount, and the assumptions to be used in arriving at such determinations,  shall be made by an independent, nationally recognized accounting firm or compensation  consulting firm mutually acceptable to the Company and Executive (the “Determination Firm”)  which shall provide detailed supporting calculations both to the Company and Executive within 15  business days of the receipt of notice from Executive that a Payment is due to be made, or such  earlier time as is requested by the Company.  All fees and expenses of the Determination Firm shall  be borne solely by the Company.  Any determination by the Determination Firm shall be binding  upon the Company and Executive.  As a result of the uncertainty in the application of Section 4999  of the Code at the time of the initial determination by the Determination Firm hereunder, it is  possible that Payments hereunder will have been unnecessarily limited by this Section 10  (“Underpayment”), consistent with the calculations required to be made hereunder.  The  Determination Firm shall determine the amount of the Underpayment that has occurred and any  such Underpayment shall be promptly paid by the Company to or for the benefit of Executive, but  





 






Change of Control Agreement  Page 15      LEGAL02/36557583v4  no later than March 15 of the year after the year in which the Underpayment is determined to exist,  which is when the legally binding right to such Underpayment arises.      11. Successors.      (a) This Agreement is personal to Executive and without the prior written  consent of the Company shall not be assignable by Executive otherwise than by will or the laws of  descent and distribution.  This Agreement shall inure to the benefit of and be enforceable by  Executive’s legal representatives.      (b) This Agreement shall inure to the benefit of and be binding upon the  Company and its successors and assigns.      (c) The Company will require any successor (whether direct or indirect, by  purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets  of the Company to assume expressly and agree to perform this Agreement in the same manner and  to the same extent that the Company would be required to perform it if no such succession had  taken place.  As used in this Agreement, “Company” shall mean the Company as hereinbefore  defined and any successor to its business and/or assets as aforesaid which assumes and agrees to  perform this Agreement by operation of law, or otherwise.     12. Miscellaneous.      (a) Waiver.  Failure of either party to insist, in one or more instances, on  performance by the other in strict accordance with the terms and conditions of this Agreement shall  not be deemed a waiver or relinquishment of any right granted in this Agreement or of the future  performance of any such term or condition or of any other term or condition of this Agreement,  unless such waiver is contained in a writing signed by the party making the waiver.      (b) Severability.  If any provision or covenant, or any part thereof, of this  Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in  part, such invalidity, illegality or unenforceability shall not affect the validity, legality or  enforceability of the remaining provisions or covenants, or any part thereof, of this Agreement, all  of which shall remain in full force and effect.      (c) Status Prior to Effective Date.  Executive and the Company acknowledge  that, except as may otherwise be provided under any other written agreement between Executive  and the Company, the employment of Executive by the Company is “at will” and, subject to Section  1(a) hereof, prior to the Effective Date, Executive’s employment may be terminated by either  Executive or the Company at any time prior to the Effective Date, in which case Executive shall  have no further rights under this Agreement.  However, absent termination of employment of  Executive, this Agreement may not be terminated by the Company during the Change of Control  Period and before the Effective Date.        (d) Governing Law.  Except to the extent preempted by federal law, and  without regard to conflict of laws principles, the laws of the State of Florida shall govern this  Agreement in all respects, whether as to its validity, construction, capacity, performance or  otherwise.    





 






Change of Control Agreement  Page 16  LEGAL02/36557583v4  (e) Notices.  All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given if  delivered or three days after mailing if mailed, first class, certified mail, postage prepaid:  To the Company:  To Executive:  Seacoast Banking Corporation of Florida  815 Colorado Avenue  Stuart, Florida  34994  Attention: Chief Executive Officer  Any party may change the address to which notices, requests, demands and other communications  shall be delivered or mailed by giving notice thereof to the other party in the same manner provided  herein.  (f) Amendments and Modifications.  This Agreement may be amended or modified only by a writing signed by both parties hereto, which makes specific reference to this  Agreement.  (g) Entire Agreement.  Except as provided herein, this Agreement contains the entire agreement between the Company and Executive with respect to the subject matter hereof  and, from and after the date of this Agreement, this Agreement shall supersede any other agreement  between the parties with respect to the subject matter hereof.  13. Code Section 409A. (a) General.  This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that  is either exempt from or compliant with the requirements of Section 409A of the Code and  applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any  applicable transition relief under Section 409A of the Code). Nevertheless, the tax treatment of the  benefits provided under the Agreement is not warranted or guaranteed.  Neither the Company nor  its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or  other monetary amounts owed by Executive as a result of the application of Section 409A of the  Code.  (b) Definitional Restrictions.  Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred  compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”)  would otherwise be payable or distributable hereunder, or a different form of payment of such Non- Exempt Deferred Compensation would be effected, by reason of a Change in Control or  Executive’s Disability or termination of employment, such Non-Exempt Deferred Compensation  will not be payable or distributable to Executive, and/or such different form of payment will not be  effected, by reason of such circumstance unless the circumstances giving rise to such Change in  Control, Disability or termination of employment, as the case may be, meet any description or  definition of “change in control event”, “disability” or “separation from service”, as the case may  be, in Section 409A of the Code and applicable regulations (without giving effect to any elective  





 






Change of Control Agreement  Page 17      LEGAL02/36557583v4  provisions that may be available under such definition).  This provision does not affect the dollar  amount or prohibit the vesting of any Non-Exempt Deferred Compensation upon a Change in  Control, Disability or termination of employment, however defined.  If this provision prevents the  payment or distribution of any Non-Exempt Deferred Compensation, or the application of a  different form of payment, such payment or distribution shall be made at the time and in the form  that would have applied absent the non-409A-conforming event.      (c) Six-Month Delay in Certain Circumstances.  Notwithstanding anything in  this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt  Deferred Compensation would otherwise be payable or distributable under this Agreement by  reason of Executive’s separation from service during a period in which he is a Specified Employee  (as defined below), then, subject to any permissible acceleration of payment by the Company under  Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest),  or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred  Compensation that would otherwise be payable during the six-month period immediately following  Executive’s separation from service will be accumulated through and paid or provided on the first  day of the seventh month following Executive’s separation from service (or, if Executive dies  during such period, within 30 days after Executive’s death) (in either case, the “Required Delay  Period”); and (ii) the normal payment or distribution schedule for any remaining payments or  distributions will resume at the end of the Required Delay Period.  For purposes of this Agreement,  the term “Specified Employee” has the meaning given such term in Code Section 409A and the  final regulations thereunder.    (d) Treatment of Installment Payments.  Each payment of termination benefits  under Section 5 of this Agreement shall be considered a separate payment, as described in Treas.  Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code.      (e) Timing of Release of Claims.  Whenever in this Agreement a payment or  benefit is conditioned on Executive’s execution of a separation agreement including a release of  claims, such separation agreement including the release must be executed and all revocation periods  shall have expired within 60 days after the date of termination or resignation; failing which such  payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred  Compensation, then, subject to Section 13(c) above, such payment or benefit (including any  installment payments) that would have otherwise been payable during such 60-day period shall be  accumulated and paid on the 60th day after the date of termination or resignation provided such  separation agreement including the release shall have been executed and such revocation periods  shall have expired. If such payment or benefit is exempt from Section 409A of the Code, the  Company may elect to make or commence payment at any time during such 60-day period.    (f) Timing of Reimbursements and In-kind Benefits.  If Executive is entitled  to be paid or reimbursed for any taxable expenses under Sections 3(b)(v) and (vi) or Section 5(a)(ii),  and such payments or reimbursements are includible in Executive’s federal gross taxable income,  the amount of such expenses reimbursable in any one calendar year shall not affect the amount  reimbursable in any other calendar year, and the reimbursement of an eligible expense must be  made no later than December 31 of the year after the year in which the expense was incurred.  No  right of Executive to reimbursement of expenses under Sections 3(b)(v) and (vi) or Section 5(a)(ii)  shall be subject to liquidation or exchange for another benefit.    





 






Change of Control Agreement  Page 18      LEGAL02/36557583v4  (g) Permitted Acceleration.  The Company shall have the sole authority to  make any accelerated distribution permissible under Treas. Reg. Section 1.409A-3(j)(4) to  Executive of deferred amounts, provided that such distribution meets the requirements of Treas.  Reg. Section 1.409A-3(j)(4).         





 






Change of Control Agreement  Page 19  LEGAL02/36557583v4  IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Change in  Control Employment Agreement as of the date first above written.  SEACOAST BANKING CORPORATION OF  FLORIDA  By: _/s/ Charles M.Shaffer____________           Charles M. Shaffer  Title:  President & CEO  EXECUTIVE:   __/s/ Tracey Dexter___________________