Seacoast Banking Corporation of Florida (SBCF)

SBCF » Topics » 10. MISCELLANEOUS.

This excerpt taken from the SBCF 8-K filed Mar 26, 2008.

10. MISCELLANEOUS.


(a)

All notices required or permitted hereunder shall be given in writing by actual delivery or by Registered or Certified Mail (postage prepaid), at the following addresses or at such other places as shall be designated in writing:


Executive:

2374 S.W. Wild Oak Way

Palm City, FL 34990


Bank:

815 Colorado Avenue

Stuart, Florida 34994

Attn:  Mr. Dennis S. Hudson, III


(b)

If any provision of this Agreement shall be determined to be void by any court or arbitral authority of competent jurisdiction, then such determination shall not affect any provisions of this Agreement, all of which shall remain in full force and effect.


(c)

The failure of the parties to complain of any act or omission on the part of either party, no matter how long the same may continue, shall not be deemed to be a waiver of any rights hereunder.


(d)

This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.  It may be modified or terminated only by a writing signed by the party against whom enforcement of any waiver, change, modification, extension, discharge or termination is sought.


(e)

The recitals contained in this Agreement are expressly made a part hereof.  Herein, references to any gender shall include all genders, and the singular shall include the plural and vice versa.  The words “include”, “including” and derivations thereof shall mean without limitation by reason of enumeration or otherwise.


(f)

This Agreement represents the entire understanding and agreement among the parties and supersedes any prior agreements or understandings with respect to the subject matter hereof, including, without limitation that certain Change of Control Employment Agreement, dated December 24, 2003, between Executive and the Company, and that certain Executive Employment Agreement dated as of October 18, 2005 among Executive, the Bank and the Company.  It is intended and agreed that the Company, the Bank and its direct and indirect subsidiaries are express beneficiaries of this Agreement and may enforce the provisions hereof to the same extent as the Bank.


(g)

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida.




(Signatures on following page)





ATI-2266754v10







IN WITNESS WHEREOF, Executive has executed this Agreement and the Bank has caused this Agreement to be executed under seal by its undersigned officer, thereunto duly authorized as of the day and year first above written.

EXECUTIVE

/s/ O. Jean Strickland

_______________________________________

(SEAL)

O. Jean Strickland



SEACOAST NATIONAL BANK



By:  /s/ Dennis S. Hudson, III

_______________________________________

(SEAL)

Dennis S. Hudson, III

Chairman and Chief Executive Officer



SEACOAST BANKING CORPORATION

OF FLORIDA


By: /s/ Dennis S. Hudson, III

_______________________________________

 (SEAL)

Dennis S. Hudson, III

Chairman and Chief Executive Officer





ATI-2266754v10


This excerpt taken from the SBCF 8-K filed Jan 3, 2007.

10. MISCELLANEOUS.


(a)

All notices required or permitted hereunder shall be given in writing by delivery or by Registered or Certified Mail (postage prepaid), at the following addresses or at such other places as shall be designated in writing:


Executive:

9 Mandalay Road

Sewalls Point, Florida 34996


Bank or the Company:

815 Colorado Avenue

Stuart, Florida 34994

Attn:  Mr. Dennis S. Hudson, III


(b)

If any provision of this Agreement shall be determined to be void by any court or arbitral authority of competent jurisdiction, then such determination shall not affect any provisions of this Agreement, all of which shall remain in full force and effect.


(c)

The failure of the parties to complain of any act or omission on the part of either party, no matter how long the same may continue, shall not be deemed to be a waiver of any rights hereunder.


(d)

This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.  It may be modified or terminated only by a writing signed by the party against whom enforcement of any waiver, change, modification, extension, discharge or termination is sought.


(e)

The recitals contained in this Agreement are expressly made a part hereof.  Herein, references to any gender shall include all genders, and the singular shall include the plural and vice versa.  The words “include”, “including” and derivations thereof shall mean without limitation by reason of enumeration or otherwise.


(f)

This Agreement represents the entire understanding and agreement among the parties and supersedes any prior agreements or understandings with respect to the subject matter hereof.  It is intended and agreed that the Bank and its direct and indirect subsidiaries and affiliates are express beneficiaries of this Agreement and may enforce the provisions hereof to the same extent as the Bank.


(g)

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida.


(Signatures on following page)





ATI-2246926v2

#

Holland Employment Agreement










IN WITNESS WHEREOF, Executive has executed this Agreement and the Bank has caused this Agreement to be executed under seal by its undersigned officer, thereunto duly authorized as of the day and year first above written.


EXECUTIVE



/s/ Harry R. Holland, III


Harry R. Holland, III



SEACOAST NATIONAL BANK



By: Dennis S. Hudson, III

(SEAL)

     Dennis S. Hudson, III

     Chairman and Chief Executive Officer







ATI-2246926v2

#

Holland Employment Agreement


This excerpt taken from the SBCF 8-K filed Apr 6, 2006.

Miscellaneous.


(a)

All notices required or permitted hereunder shall be given in writing by actual delivery, by Registered or Certified Mail (postage prepaid), or by facsimile at the following addresses and numbers, or at such other places as shall be designated in writing:


If to the Employee:


Mr. Joe G. Mullins


1409 South Parrott Avenue

Okeechobee, Florida 33474


If to the Bank or the Company:


Seacoast Banking Corporation of Florida

815 Colorado Avenue

Stuart, Florida 34994

Facsimile:  (561) 288-6012

Attn:  Mr. Dennis S. Hudson, III


with a copy to:


Alston & Bird LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, Georgia 30309-3424

Facsimile:  (404) 881-4777

Attn:  Mr. Ralph F. MacDonald, III


(b)

If any provision of this Agreement shall be determined to be void by any court or arbitrium of competent jurisdiction, then such determination shall not affect any provisions of this Agreement, all of which shall remain in full force and effect.  This Agreement is the product of negotiation between the parties and neither party shall be construed to be the drafter for purposes of interpreting any ambiguity against either party.


(c)

The failure of the parties to complain of any act or omission on the part of either party, no matter how long the same may continue, shall not be deemed to be a waiver of any of its rights hereunder.


(d)

This Agreement may be executed in several identical counterparts, by facsimile or otherwise, each of which shall constitute an original (as though manually signed) and all of which, when taken together, shall constitute one and the same agreement.  A facsimile signature shall be binding and shall constitute and have the same force and effect as an original signature for all purposes. This Agreement may be modified or terminated only by a writing signed by the party against whom enforcement of any waiver, change, modification, extension, discharge or termination is sought.


(e)

The recitals contained in this Agreement are expressly made a part hereof.


(f)

This Agreement represents the entire understanding and agreement among the parties and supersedes any prior agreements or understandings with respect to the subject matter hereof.  By entering into this Agreement, Employee hereby represents, warrants and agrees that any prior employment agreements, change in control agreements or similar arrangements relating to his employment with Big Lake or any other employer or other party have been, or, at the Effective Time will be, terminated and of no further force and effect.  It is intended and agreed that the Company, the Bank and its direct and indirect subsidiaries are express beneficiaries of this Agreement and may enforce the provisions hereof to the same extent as the Bank.


(g)

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida without giving effect to the choice of law provisions thereof.


(h)

Except for the provisions of Section 7 of this Agreement, relating to arbitration, nothing in this Agreement shall be construed as in any way prohibiting or limiting the Company, the Bank or their respective affiliates or the Employee from exercising any rights or remedies otherwise available to them, including, without limitation, the recovery of damages from Employee or others.


[Signatures on following page(s).]



#





IN WITNESS WHEREOF, the undersigned parties hereto have caused this Agreement to be duly authorized and executed as of the day and year first above written.


EMPLOYEE


These excerpts taken from the SBCF 8-K filed Mar 8, 2006.

Miscellaneous

All amounts received by SunTrust shall be applied to expenses, late fees and interest before principal or in any other order as determined by SunTrust, in it sole discretion, as permitted by law. Any provision of this Note which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Note. No amendment, modification, termination or waiver of any provision of this Note, nor consent to any departure by the Borrower from any term of this Note, shall in any event be effective unless it is in writing and signed by an authorized officer of SunTrust, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure or delay on the part of SunTrust to exercise any right, power or remedy under this Note shall be construed as a waiver of the right to exercise the same or any other right at any time. If the Rate is tied to an external index and the index becomes unavailable during the term of this loan, SunTrust may, in its sole and absolute discretion, designate a substitute index with notice to the Borrower. The captions of the paragraphs of this Note are for convenience only and shall not be deeded to constitute a part hereof or used in construing the intent of the parties. All representations, warranties, covenants and agreements contained herein or made in writing by Borrower in connection herewith shall survive the execution and delivery of this Note and any other agreement, document or writing relating to or arising out of any of the foregoing. All notices or communications given to Borrower pursuant to the terms of this Note shall be in writing and given to Borrower at Borrower's address stated above unless Borrower notifies SunTrust in writing of a different address. Unless otherwise specifically provided herein to the contrary, such written notices and communications shall be delivered by hand or overnight courier service, or mailed by first class mail, postage prepaid, addressed to the Borrower at the address referred to herein. Any written notice delivered by hand or by overnight courier service shall be deemed given or received upon receipt. Any written notice delivered by U.S. Mail shall be deemed given or received on the third (3rd) business day after being deposited in the U.S. Mail.

Miscellaneous

All amounts received by SunTrust shall be applied to expenses, late fees and interest before principal or in any other order as determined by SunTrust, in it sole discretion, as permitted by law. Any provision of this Note which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Note. No amendment, modification, termination or waiver of any provision of this Note, nor consent to any departure by the Borrower from any term of this Note, shall in any event be effective unless it is in writing and signed by an authorized officer of SunTrust, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure or delay on the part of SunTrust to exercise any right, power or remedy under this Note shall be construed as a waiver of the right to exercise the same or any other right at any time. If the Rate is tied to an external index and the index becomes unavailable during the term of this loan, SunTrust may, in its sole and absolute discretion, designate a substitute index with notice to the Borrower. The captions of the paragraphs of this Note are for convenience only and shall not be deeded to constitute a part hereof or used in construing the intent of the parties. All representations, warranties, covenants and agreements contained herein or made in writing by Borrower in connection herewith shall survive the execution and delivery of this Note and any other agreement, document or writing relating to or arising out of any of the foregoing. All notices or communications given to Borrower pursuant to the terms of this Note shall be in writing and given to Borrower at Borrower's address stated above unless Borrower notifies SunTrust in writing of a different address. Unless otherwise specifically provided herein to the contrary, such written notices and communications shall be delivered by hand or overnight courier service, or mailed by first class mail, postage prepaid, addressed to the Borrower at the address referred to herein. Any written notice delivered by hand or by overnight courier service shall be deemed given or received upon receipt. Any written notice delivered by U.S. Mail shall be deemed given or received on the third (3rd) business day after being deposited in the U.S. Mail.

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