Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On January 20, 2021, Seacoast Banking Corporation of Florida ("Seacoast" or the "Company") and its wholly-owned subsidiary, Seacoast National Bank ("SNB"), entered into a change of control agreement (the "CoC Agreement") with Tracey Dexter, Executive Vice President and Chief Financial Officer of Seacoast and SNB (the "Executive").

The CoC Agreement has an initial term of one year and provides for automatic one-year extensions unless expressly not renewed. A change of control, as defined in the agreement, must occur during the period (the "Change of Control Period") to trigger the agreement. The CoC Agreement provides that, once a change of control has occurred, the Company will continue the employment of the Executive for a one-year period in a comparable position as the Executive held in the 120-day period prior to the change of control, and with the same (or greater) annual base pay, target bonus opportunity, and incentive, savings and retirement benefit opportunities. If the Executive is terminated "without cause" or resigns for "good reason," as defined in the CoC Agreement, during the one-year period following a change of control, the Executive will receive 1) cash severance equal to the sum of (i) the Executive's Annual Base Salary at the rate in effect on the date of termination, and (ii) the Executive's average annual performance bonus for the last three full fiscal years prior to the date of termination ("Executive's Average Annual Performance Bonus"); 2) a prorated final year bonus, based on the Executive's Average Annual Performance Bonus; and 3) health and other welfare benefits, as defined in the CoC Agreement, for 12 months following termination.

The Executive is required to execute a release of claims as a condition to receipt of severance under the CoC Agreement and is subject to protective covenants prohibiting the disclosure and use of the Company's confidential information and, during the one-year period following a termination by the Company for any reason other than for death or disability, or by the Executive for "good reason," protective covenants regarding non-competition, non-solicitation of protected customers; non-solicitation of employees, and non-disparagement of the Company or its directors, officers, employees or affiliates.

The foregoing description of the CoC Agreement does not purport to be complete and is qualified in its entirety by reference to the CoC Agreement, which is filed as Exhibit 10.1 hereto, and is incorporated into this report by reference thereto.




Item 9.01  Financial Statements and Exhibits

  (d)   Exhibits
Exhibit No.                 Description
        10.1                  Change of Control Agreement, dated January 20, 2021, by and between
                            Seacoast Banking Corporation of Florida and Tracey Dexter
         104                Cover Page Interactive Data File (embedded within the Inline XBRL
                            document)

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