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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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(e) On June 27, 2017,
Seacoast Banking Corporation of Florida (“Seacoast” or the “Company”) and its wholly-owned subsidiary Seacoast
National Bank (“SNB”) extended the term of the employment agreement with Dennis S. Hudson, III, Chairman and Chief
Executive Officer, dated as of December 18, 2014 (the “Employment Agreement”), for a period of three years. As amended,
the term of the Employment Agreement will continue until December 18, 2020, unless Mr. Hudson’s employment is sooner terminated
pursuant to the provisions of the Employment Agreement.
Under the Employment
Agreement, Mr. Hudson receives a minimum base salary (presently $600,000 per year), medical, long-term disability and life insurance
in accordance with the Bank’s insurance plans applicable to senior management, as well as a car allowance and any other benefits
that are approved by the Board. Mr. Hudson also may receive other compensation including equity awards and incentive awards, and
he is entitled to participate in all current and future employee benefit plans and arrangements in which senior management of the
Bank may participate.
Under the Agreement,
if Mr. Hudson is terminated for “cause” or resigns without “good reason,” as defined in the Employment
Agreement, he will receive payment of his base salary and unused vacation through the date of termination, and any unreimbursed
expenses (collectively, the “Accrued Obligations”).
If Mr. Hudson resigns
for good reason or is terminated without cause prior to a “change in control” (as defined in the Employment Agreement),
he will receive: 1) the Accrued Obligations; and 2) upon execution of a release of all claims against the Company, severance of:
a) two times his base salary in effect on the date of separation, b) two times the highest annual bonus he earned over the previous
three full fiscal years (the “Cash Bonus”); and c) reimbursement for continuing group medical, dental, vision and prescription
drug plan benefits (the “Continuing Benefits”) for two years. If Mr. Hudson resigns for good reason or is terminated
without cause within twelve months following a change in control, he will receive: 1) the Accrued Obligations; and 2) upon execution
of a release of all claims against the Company, severance of: a) three times his base salary in effect on the date of separation,
b) three times the Cash Bonus; and c) Continuing Benefits for three years. If Mr. Hudson’s employment is terminated due to
death or Disability (as defined in the Employment Agreement), he will receive 1) the Accrued Obligations; and 2) upon execution
of a release of all claims against the Company, severance of two times his base salary in effect on the date of separation.
The employment agreement
also contains certain non-competition, non-disclosure and non-solicitation covenants. In addition, under the agreement, Mr. Hudson
is subject to the Company’s policies applicable to executives generally, including its policies relating to claw-back of
compensation.
The amendment to the
Employment Agreement is attached hereto as Exhibit 10.1, and is incorporated herein by reference.