EXHIBIT 10.6 - FORM OF DIRECTOR DEFERRED FEE AGREEMENT
TIB BANK OF THE KEYS
DIRECTOR DEFERRED FEE AGREEMENT
THIS AGREEMENT is made this _______ day of ________________, 2001, by and between TIB BANK
OF THE KEYS, a Florida banking corporation located in Key Largo, Florida (the "Company"), and
_____________ (the "Director").
To encourage the Director to remain a member of the Company's Board of Directors, the Company is willing to
provide to the Director a deferred fee opportunity. The Company will pay each Director's benefits from the
Company's general assets.
The Director and the Company agree as follows:
1.1 Definitions. Whenever used in this Agreement, the following words and phrases shall have the meanings
1.1.1 "Anniversary Date" means December 31 of each year.
1.1.2 "Change of Control" means the acquisition by any person, or persons acting as a group within the meaning
of Section 13(d) of the Securities Exchange Act of 1934, of fifty-one percent or more of the voting securities of
the Company or its parent, TIB Financial Corp., a Florida corporation, or of any lesser percentage of the voting
securities of the Company if the Board of Directors of the Company, the Comptroller of Florida, the FDIC, or
the Federal Reserve Bank makes a determination that such acquisition constitutes or will constitute control of the
Company. The term "person" as used herein includes and individual, corporation, bank holding company or any
other legal entity.
lesser of a) the Company's return on equity (ROE) for the Plan Year, calculated on the Company's financial
statements prepared in accordance with Generally Accepted Accounting Principles (GAAP), or b) an annual
interest rate of 12.5%.
1.1.5 "Deferral Account" means the Company's accounting of the Director's
1.1.3 "Code" means the Internal Revenue Code of 1986, as
1.1.4 "Crediting Rate" means an interest rate equal to the