Amendment to Employment Agreement, dated June 15, 2020, by and between Dennis S. Hudson, III, Seacoast National Bank and Seacoast Banking Corporation of Florida

This Amendment (“Amendment”) to the Employment Agreement by and between Dennis S. Hudson, III (the “Executive”), and Seacoast National Bank (the “Bank”), together with its parent, Seacoast Banking Corporation of Florida (“Seacoast”), is entered into as of June 15, 2020 (the “Amendment Date”). Seacoast, the Bank and Executive may be referred to herein as the “Parties.”

WHEREAS, Executive presently serves a Chief Executive Officer of Seacoast and the Bank; and

WHEREAS, Seacoast, the Bank and Executive are parties to that certain Employment Agreement, dated as of December 18, 2014, as amended June 27, 2017 (the “Employment Agreement”); and

WHEREAS, the current term of the Employment Agreement is scheduled to end on December 18, 2020; and

WHEREAS, the Parties desire to amend the Employment Agreement pursuant to the terms of this Amendment in order to extend the term of the Employment Agreement and to provide that Executive shall cease being Chief Executive Officer of Seacoast and the Bank effective as of the end of the day on December 31, 2020, and shall become Executive Chair of the Board of Directors of Seacoast effective as of January 1, 2021; and

WHEREAS, Section 18.f. of the Employment Agreement provides that the Employment Agreement may be amended pursuant to a written amendment signed by the Parties.

    

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree that the Employment Agreement shall be amended as follows:

1.Executive hereby consents and agrees to the changes in his authority, duties, responsibilities, and compensation as set forth in this Amendment, and such other changes as are set forth herein, and the Parties agree that none of such changes shall constitute “Good Reason” for purposes of the Employment Agreement or this Amendment.

2.Sections 1(b) and 1(c) of the Employment Agreement are hereby amended in their entirety and replaced with the following:

ambassador for the Corporation within the communities in which the Corporation operates; (iii) acting as a spokesperson for the Corporation and maintaining good relations with external constituents, including customers, shareholders, investors and analysts; (iv) engaging with customers at events as requested by the Board or the Chief Executive Officer; and (v) providing the Board and the Chief Executive Officer with insight based on the Executive’s depth of industry experience and historical knowledge of the Corporation’s operations. Such duties and responsibilities shall be carried out in a manner consistent with applicable regulatory requirements and sound business practices. The Executive shall perform his duties faithfully and shall devote such portion of his business time, attention and energies to the business of the Corporation as his duties may reasonably require. While employed by the Bank, Executive shall not engage in any other business activity that is in conflict with his duties and obligations to the Corporation.”

3.     Section 2(a) of the Employment Agreement is hereby amended in its entirety and replaced with the following:

4.     Section 3(a) of the Employment Agreement is hereby amended in its entirety and replaced with the following:

5.     Section 3(b) of the Employment Agreement is hereby amended by adding the following to the end of the existing provision:

“The Executive’s target cash incentive award under the Corporation’s annual incentive program shall be equal to $200,000 for fiscal year 2020 and $133,000 for fiscal year 2021.

6.     Section 3(c) of the Employment Agreement is hereby amended by adding the following to the end of the existing provision:

“The grant date value of the Executive’s target equity incentive awards under the Corporation’s 2013 Incentive Plan shall be equal to $800,000 for fiscal year 2020 and $533,000 for fiscal year 2021. The Executive’s equity incentive awards for 2021 shall be granted as the same type of awards (and in the same proportion), and shall have the same term and conditions, as the awards granted to other senior executives of the Corporation for such year; provided that Executive’s 2021 equity incentive awards shall provide that such awards will not lapse, and will continue to vest, in the event that Executive retires at least six months after the grant date. Under the terms of the Corporation’s 2013 Incentive Plan and the related award agreements or certificates memorializing Executive’s awards thereunder, Executive’s “Continuous Service” (as such term is defined therein) shall not be considered interrupted due to Executive’s transition to Executive Chair on the Transition Date or due to his potential transfer to a different role at the end of the Term, provided that Executive remains an employee, director, or consultant of Seacoast or the Bank.

7.     Section 4(a) of the Employment Agreement is hereby amended in its entirety and replaced with the following:

8.    Section 4(b) of the Employment Agreement is hereby amended by adding the following to the end of the existing provision:

“Notwithstanding anything to the contrary herein, if (i) prior to the expiration of the Term and prior to a Change in Control, the Executive’s employment is terminated by the Corporation other than for Cause, or if Executive resigns for Good Reason, and (ii) such termination or resignation occurs on or after the Transition Date, then the Executive shall be entitled to the Accrued Obligations but shall not be entitled to any Severance Payments or Continuing Benefits.”

9.     Section 4(c) of the Employment Agreement is hereby amended by adding the following to the end of the existing provision:

“Notwithstanding anything to the contrary herein, if Executive’s termination or resignation pursuant to this Section 4(c) occurs on or after the Transition Date, then for purposes of the calculation of the Change in Control Severance Benefits pursuant to this Section 4(c), Executive’s “Cash Bonus” shall be equal to Executive’s target cash incentive award for fiscal year 2021, as provided in Section 3(b).”

10.    Section 4(d) of the Employment Agreement is hereby amended by adding the following to the end of the existing provision:

“Notwithstanding anything to the contrary herein, if (i) prior to the expiration of the Term the Executive dies or the Executive’s employment is terminated by the Corporation due to Executive’s Disability, and (ii) such death or termination occurs on or after the Transition Date, then the Executive shall be entitled to the Accrued Obligations but shall not be entitled to any Death or Disability Payments or Continuing Benefits.”

Except as specifically set forth in this Amendment, all other terms of the Employment Agreement shall remain in full force and effect.