EX-10.3






EXHIBIT 10.3




SEACOAST BANKING CORPORATION OF FLORIDA

CAPITAL PURCHASE PROGRAM SENIOR EXECUTIVE OFFICER CONSENT




     Seacoast Banking Corporation of Florida (the “Company”) has determined that that it is
desirable and in its best interests to participate in the United States Department of the Treasury
(“Treasury”) Troubled Assets Relief Program (“TARP”) Capital Purchase Program
(“CPP”). The undersigned consents to the amendments to the “Benefit Plans” as defined and
described in the following resolutions adopted at the December 16, 2008 meeting of the Board of
Directors, as and to the extent, and for the period, required by the provisions of Section 111 of
the Emergency Economic Stabilization Act of 2008 (“EESA”) and applicable to participants in
the Capital Purchase Program under EESA and the regulation issued by the Department of the Treasury
as published in the Federal Register on October 20, 2008.



     The resolutions provide as follows:




     RESOLVED FURTHER, each employee benefit plan of the Corporation, including the
2008 Long-Term Incentive Plan of the Corporation, is hereby amended to conform to
the provisions and requirements of the Emergency Economic Stabilization Act of 2008
(“EESA”) applicable to participants in the Capital Purchase Program under
EESA by adding the following provision as a final section to the agreements
evidencing such benefit plans:




     “Compliance With Section 111 of EESA. Solely to the extent, and for
the period, required by the provisions of Section 111 of the Emergency Economic
Stabilization Act of 2008 (“EESA”) applicable to participants in the Capital
Purchase Program under EESA and the regulation issued by the Department of the
Treasury as published in the Federal Register on October 20, 2008: (a) each “Senior
Executive Officer” within the meaning of Section 111 of EESA and the regulation
issued by the Department of the Treasury as published in the Federal Register on
October 20, 2008 who participates in this plan or is a party to this agreement shall
be ineligible to receive compensation hereunder to the extent that the Salary and
Benefits Committee (or other applicable committee) of the Board of Directors of the
Company determines this plan or agreement includes incentives for the Senior
Executive Officer to take unnecessary and excessive risks that threaten the value of
the financial institution; (b) each Senior Executive Officer who participates in
this plan or is a party to this agreement shall be required to forfeit any bonus or
incentive compensation paid to the Senior Executive Officer hereunder during the
period that the Department of the Treasury holds a debt or equity position in the
Company based on statements of earnings, gains, or other criteria that are later
proven to be materially inaccurate; and (c) the Company shall be prohibited from
making to each Senior Executive Officer who participates in this plan or is a party
to this agreement, and each such Senior Executive Officer shall be ineligible to
receive hereunder, any “golden parachute payment” in connection with the Senior
Executive Officer’s “applicable severance from employment,” in each case, within the
meaning of Section 111 of EESA and the regulation issued by the Department of the
Treasury as published in the Federal Register on October 20, 2008.”













 





Agreed to and acknowledged

as of the 19th day of December, 2008:




	 	 	 
	/s/ Dennis S. Hudson, III.
 

Dennis S. Hudson, III.

	 	 
	Chairman and Chief Executive Officer
	 	 
	 
	 	 
	/s/ William R. Hahl
 

William R. Hahl

	 	 
	Executive Vice President and Chief Financial Officer
	 
	 	 
	/s/ O. Jean Strickland
 

O. Jean Strickland

	 	 
	Senior Executive Vice President
	 	 
	 
	 	 
	/s/ A. Douglas Gilbert
 

A. Douglas Gilbert

	 	 
	President and Chief Operating Officer
	 	 
	 
	 	 
	/s/ H. Russell Holland III
 

H. Russell Holland III

	 	 
	Executive Vice President, Chief Banking Officer