CAPITAL CITY BANK GROUP, INC. (NASDAQ:CCBG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

CAPITAL CITY BANK GROUP, INC. (NASDAQ:CCBG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02

Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.

(e) On February 21, 2017, the Compensation
Committee of the Board of Directors of Capital City Bank Group,
Inc. (the Company) approved a long-term incentive plan for
J. Kimbrough Davis, the Companys Chief Financial Officer, to
which he will be eligible to receive cash and performance share
awards under the 2011 Associate Incentive Plan. The terms of the
long-term incentive plan are set forth in a Participant
Agreement, dated as of February 21, 2017, by and between Mr.
Davis and the Company (the Participant Agreement), a copy
of which is filed as Exhibit 10.1 to this Current Report on Form
8-K.

This plan is designed to more closely correlate Mr. Daviss
compensation with the long-term growth of the Company. to this
three-year plan, which is anticipated to be adopted each year to
allow for the annual adoption of rolling three-year performance
goals, the Company agreed to award performance shares and cash
with an economic value equivalent ranging from $0 to $200,000
after the conclusion of the three-year performance period based
on the achievement of certain performance metrics. For the 2017
plan (with a possible payout in 2020 based on 2017-2019
performance), there is a target award of $100,000 based on
achieving a goal of a 10% three-year compound annual growth rate
(CAGR) in diluted earnings per share using $0.69 as the
base amount (2016 diluted earnings per share). A maximum award of
$200,000 would be earned if the CAGR for diluted earnings per
share equaled or exceeded 12.5%, the maximum performance level.
No award will be earned if the CAGR for diluted earnings per
share is less than or equal to 7.5%. The amount of actual award
will be prorated accordingly between the maximum and minimum
award amounts based on the performance level achieved.

The Participant Agreement also provides for a phase-in period
where the Company has established goals to allow for possible
payouts in each of the next two years (2018 and 2019) while the
three-year plan is phased-in. The 2016 diluted earnings per share
of $0.69 per share serves as the base amount to calculate the
one- and two-year CAGR for diluted earnings per share for 2017
and 2018, respectively, which will determine the amount of the
award to be paid-out, if any. The 2017 phase-in plan provides for
a target award of $33,333 (payable in 2018) based on the Company
achieving diluted earnings per share of $0.76 per share in 2017.
In 2018, the second year of the phase-in period, the target goal
is achievement of diluted earnings per share of $0.83 per share
in 2018 with a target award of $66,666 (payable in 2019). The
Participant Agreement provides for a maximum award equal to 200%
of the target award for each year if the Company achieves a 12.5%
CAGR for diluted earnings per share. No award will be earned if
the CAGR for diluted earnings per share is less than or equal to
7.5%. In no event will an award be earned in any year when the
Company incurs a net loss.

The foregoing summary of the Participant Agreement is not
complete and is qualified in its entirety by reference of the
full text of the Participant Agreement, which is incorporated
into this Item 5.02(e) by reference to Exhibit 10.1 to this
Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Exhibit
10.1 Participant Agreement, dated February 21, 2017, by and
between J. Kimbrough Davis and Capital City Bank Group, Inc.


About CAPITAL CITY BANK GROUP, INC. (NASDAQ:CCBG)

Capital City Bank Group, Inc. is a financial holding company. The Company provides a range of banking and banking-related services to individual and corporate clients through its subsidiary, Capital City Bank (the Bank), with banking offices located in Florida, Georgia and Alabama. The Company operates through commercial banking segment with over four principal services, including Banking Services, Data Processing Services, Trust and Asset Management Services, and Brokerage Services. The Bank is a full-service bank engaged in the commercial and retail banking business. The Bank offers a range of banking services, such as business banking, commercial real estate lending, residential real estate lending, retail credit, institutional banking and retail banking. In addition to its banking subsidiary, the Bank has approximately three subsidiaries, Capital City Trust Company, Capital City Banc Investments, Inc. and Capital City Services Company.

CAPITAL CITY BANK GROUP, INC. (NASDAQ:CCBG) Recent Trading Information

CAPITAL CITY BANK GROUP, INC. (NASDAQ:CCBG) closed its last trading session down -0.06 at 21.42 with 33,866 shares trading hands.

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