The term of office of each executive officer of the Company extends until the first meeting of our Board following the annual meeting of our shareholdersand/or untilhis/her earlier termination, retirement, resignation, death, removal, or disqualification. The term of office of each executive officer of Rockland Trust extends untilhis/her termination, retirement,
resignation, death, removal, or disqualification. Other than the employment agreements with Mr. Oddleifson, Mr. Cozzone, Mr. Fuerschbach, Mr. Jankowski, Mr, Jensen, Ms. Lundquist, Mr. Nadeau, Mr. Seksay, and Mr. Sheahan, there are no arrangements or understandings between any executive officer and any other person pursuant to which such person was elected as an executive officer.
Relationship Between Compensation Policies And Risk
Rockland Trust sometimes uses variable cash incentive compensation programsand/or plans to reward and incent employee performance and retain top talent. A detailed financial analysis of any potential cash incentive compensation program or plan is performed prior to its adoption. Our cash incentive programs and plans typically establish maximum awards, evaluate whether risk management and compliance results are satisfactory in determining whether to make an award, and reserve the ability to lower any cash award otherwise payable to zero in the sole discretion of management (and in the sole discretion of the Board, in the event of programs or plans applicable to executive officers). Any cash incentive compensation program or plan of a material nature is reported to the compensation committee and to the Board of Directors. The Company does not believe that the incentive compensation or other policies and practices of the Company and of Rockland Trust are reasonably likely to have a material adverse effect on the Company.
Compensation Committee Report
The compensation committee has reviewed and discussed the Compensation Discussion and Analysis that immediately follows this report with management and, based upon that review and discussion, has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and, through incorporation by reference, also in our Annual Report onForm 10-K.
Submitted by:
Benjamin A. Gilmore, II, Chair
Donna L. Abelli
Kevin J. Jones
Eileen C. Miskell
Richard H. Sgarzi
Compensation Committee
Independent Bank Corp.Corp.
Compensation Discussion and Analysis
Executive Compensation Summary
Our executive compensation program is designed to attract, retain, and motivate executive officers to achieve our operating goals and strategic objectives. We have adoptedseek to use apay-for-performance approach that is intended to align the interests of our executive officers with those of our shareholders, with the ultimate goal of improving long-term shareholder value. The executive compensation program of Rockland Trust typically has four primary components:base salary, annual cash incentive compensation, long-term equity-based compensation, and benefits.
| | |
| • | Base salaries are intended to be competitive relative to similar positions at peer institutions in order to provide Rockland Trust with the ability to attract and retain executives with a broad, proven track record of performance. |
|
| • | The use of variable annual cash incentive compensation or discretionary bonuses is designed to provide a competitive cash payment opportunity based both on individual behavior and the Company’s overall financial performance. The opportunity for a more significant award increases when both the Company and the employee achieve higher levels of performance. The Company grants cash incentive compensation pursuant to a plan or by granting discretionary cash bonuses. |
|
| • | Our long-term equity-based compensation incentive plan is generally made available to selected groups of individuals, including our executive officers, in the form of stock optionsand/or restricted stock. Equity awards have vesting schedules and the potential to grow in value over time. Equity awards are intended to link executive officer financial outcomes to performance that maximizes long term shareholder returns and are designed to encourage officer retention. |
|
| • | To remain competitive in the market for a high caliber management team and to ensure stability and continuity in leadership, Rockland Trust provides to its CEO and certain named executive officers certain fringe benefits, such as retirement programs, medical plans, life and disability insurance, use of company |
Base salaries are intended to be competitive relative to similar positions at peer institutions in order to provide Rockland Trust with the ability to attract and retain executives with a broad, proven track record of performance.
25
The use of variable annual cash incentive compensation or discretionary bonuses is designed to provide a competitive cash payment opportunity based both on individual behavior and the Company's overall financial performance. The opportunity for a more significant award increases when both the Company and the employee achieve higher levels of performance. The Company grants cash incentive compensation pursuant to a non-equity incentive plan or by granting discretionary cash bonuses.
Our long-term equity-based compensation incentive plan is generally made available to selected groups of individuals, including our executive officers, in the form of stock options, restricted stock, and/or performance based restricted stock. Equity awards are intended to link executive officer financial outcomes to performance that maximizes long term shareholder returns and are designed to encourage officer retention.
To remain competitive in the market for a high caliber management team and to ensure stability and continuity in leadership, Rockland Trust provides to its CEO and certain named executive officers certain benefits, such as retirement programs, medical plans, life and disability insurance, use of company owned automobiles, and employment agreements. The
| | |
| | owned automobiles, and employment agreements. The compensation committee periodically reviews fringe benefits made available to executive officers to ensure that they are in line with market practice. |
compensation committee periodically reviews these benefits made available to executive officers to ensure that they are competitive with market practice.
The compensation committee strives to balance short-term and long-term Company performance and shareholder returns in establishing performance criteria. Performance criteria reflect fiscal year budgets, strategic objectives, competitive peer performance, and economic, regulatory, industry and other relevant factors. The compensation committee evaluates executive compensation against performance criteria and competitive executive pay practices before determining changes in base salary, the amount of any incentive payments, discretionary bonuses, stock option awards, restricted stock awards, and other benefits.
Compensation Committee —- Composition and Responsibility
The Board has determined that all members of the compensation committee are independent directors in accordance with NASDAQ rules. As of the date of this proxy statement thereThere are currently four directors who serve on the compensation committee: Director Gilmore as Chair, and Directors Abelli, Jones, Miskell, and Sgarzi.Miskell.
The compensation committee operates under a written charter approved by the Board. The current compensation committee charter may be viewed by accessing theInvestor Relationslink on the Rockland Trust website (http://www.rocklandtrust.comwww.rocklandtrust.com). ).The compensation committee has, as stated in its charter, two primary responsibilities: (i) assisting the Board in carrying out its responsibilities in determining the compensation of the CEO and executive officers of the Company and Rockland Trust; and (ii) establishing compensation policies that will attract and retain qualified personnel through an overall level of compensation that is comparable to, and competitive with, others in the industry and in particular, peer financial institutions.
The compensation committee, subject to the provisions of our 1997 Employee Stock Option Plan and the 2005 Employee Stock Plan, also has authority in its discretion to determine the employees of the Company and Rockland Trust to whom stock options, restricted stock awards, and/or performance-based restricted stock awards shall be granted, the number of shares to be granted to each employee, and the time or times at which options, restricted stock awards and/or performance-based restricted stock awards should be granted. The CEO makes recommendations to the compensation committee about equity awards to the employees of the Company and Rockland Trust (other than the CEO). The compensation committee also has authority to interpret the Plansour Employee Stock Plan and to prescribe, amend, and rescind rules and regulations relating to the Plans.it.
The CEO reviews the performance of the executive officers of the Company and Rockland Trust (other than the CEO) and, based on that review, the CEO makes recommendations to the compensation committee about the compensation of executive officers (other than the CEO). The CEO does not participate in any deliberations or approvals by the compensation committee or the Board with respect to his own compensation. The compensation committee makes recommendations to the Board about all compensation decisions involving the CEO and the other executive officers of the Company and Rockland Trust. The Board reviews and votes to approve all compensation decisions involving the CEO and the executive officers of the Company and Rockland Trust. The compensation committee and the Board use summaries of proposed overall short and long-term compensation, summaries of compensation decisions made in past years, and competitive survey data showing current and historic elements of compensation, and other relevant information when reviewing executive officer and CEO compensation.
The compensation committee has in the past year and in recent years been assisted and advised in its work by the following external executive compensation consultants,consultants:
The HayGroup has been engaged directly by the compensation committee. The compensation committee has historically directed the HayGroup to analyze salary ranges using the Hay proprietary surveys,method, to provide market-based information about annual merit increases, and to provide recommendations for equity compensation and other compensation matters. In 2012 the compensation committee retained the HayGroup to perform a total compensation review of the competitiveness of the compensation program for Rockland Trust's executive leadership team, a group which includes the CEO, the CFO, and all other executive officers. After comparing the Company's executive compensation to the HayGroup's database and the peer proxy group, the HayGroup reported that direct compensation is competitive in the aggregate and that executive compensation packages are within market norms.
Towers Watson has been engaged directly by the compensation committee. The compensation committee has historically directed Towers Watson to provide advice regarding annual cash incentive programs, total compensation, peer group comparisons, and plan design.
Sentinel Benefits has been engaged directly by the compensation committee to provide actuarial and retirement plan design advisory services. Sentinel Benefits has also been engaged directly by management to provide actuarial services to assist with benefit plan accruals and related matters.
In March of 2014, the compensation committee engaged Mercer Inc. to provide services to assist the compensation committee in evaluating the Rockland Trust supplemental executive retirement program. The compensation committee anticipates receiving information and services from Mercer in connection with this engagement during 2014.
No compensation consultant engaged by the compensation committee received more than $120,000 during 2013 for any additional services rendered to the Company or its affiliates. None of the work performed by any compensation consultant engaged by the compensation committee has raised any conflict of interest.
The compensation committee has also reviewed publicly available materials:materials and information derived from the following sources to assist in its work:
| | |
| • | Hay Group — Specialists in the Hay proprietary method for determining base salary ranges and for market based review of annual merit programs and salary range changes. Hay has also assisted the compensation committee with recommendations for equity compensation and other compensation matters. |
|
| • | Towers Watson — Executive compensation specialists, with extensive commercial banking expertise. Towers Watson has advised the compensation committee on annual cash incentive programs, total compensation, and peer group comparisons. |
|
| • | Sentinel Benefits — Sentinel has provided actuarial and retirement plan design advisory services to the compensation committee. |
Kenexa- Kenexa provides an online database gathered from proxy statements and annual reports in the financial services industry.
26
Towers Watson Data Services - Rockland Trust is a participant in the Towers Watson Financial Institutions Compensation report, and utilizes this survey data for comparison purposes.
| | |
| • | Segal Consulting — Executive compensation specialists, with special expertise in executive retirement plan design. |
|
| • | Equilar — Equilar provides an online database gathered from proxy statements and annual reports in the financial services industry. |
|
| • | Wyatt Data Services — The bank is a participant in the Wyatt Financial Institutions Compensation report, and utilizes this survey data for comparison purposes |
|
| • | Luse Gorman Pomerenk & Schick, P.C. — Luse Gorman is a law firm that specializes in executive compensation and employee benefits. Luse Gorman advised the Company and Rockland Trust during 2008 on revisions to executive officer employment agreements and the amendment and restatement of the Rockland Trust Supplemental Executive Retirement Plan for purposes of compliance with Section 409A of the Internal Revenue Code. |
From time to time, the compensation committee may delegate authority to fulfill various functions of administering the Company’sCompany's plans to our employees. Currently, it delegates administration of retirement plans to the Retirement Committee, a group comprised of our Director of Human Resources Mr. Fuerschbach, our Chief Financial Officer Mr. Sheahan,Cozzone, and our General Counsel Mr. Seksay, who have the appropriate expertise, experience, and background to oversee the administration of our retirement plans. While retirement plan administration has been delegated, the Board and the Compensation Committeecompensation committee continue to determine the nature and amount of executive officer retirement benefits.
Compensation Philosophy
The compensation philosophy of the Company and Rockland Trust rests on two principles:
| | |
| • | Total compensation should vary with our performance in achieving financial and non-financial objectives; and |
|
| • | Long-term incentive compensation should be closely aligned with the interests of shareholders. |
Total compensation should vary with our performance in achieving financial and non-financial objectives; and
Long-term incentive compensation should be closely aligned with the interests of shareholders.
The Company has therefore adoptedseeks to use a “pay for performance” approach that offers a competitive total rewards package to help create long-term value for our shareholders. In designing compensation programs, and making individual recommendations or decisions, the compensation committee focuses on:
| | |
| • | Aligning the interests of executive officers and shareholders; |
|
| • | Attracting, retaining, and motivating high-performing employees in the most cost-efficient manner; and |
|
| • | Creating a high-performance work culture. |
Aligning the interests of executive officers and shareholders;
Attracting, retaining, and motivating high-performing employees in a cost-efficient manner; and
Creating a high-performance work culture.
The Company’sCompany's compensation program reflects a mix of stable and at risk compensation, designed to fairly reward executive officers and align their interests with those of shareholders in an efficient manner. Each element of the Company’sCompany's compensation program is intended to provide employees with a pay opportunity that is externally competitive and which recognizes individual contributions.
27
The Company has considered the result of the most recent shareholder “say-on-pay” advisory vote and the support of our compensation practices it reflects. Of the shares voting or abstaining on last year's say-on-pay proposal 71.63% voted in favor, 27.53% voted against, and 0.84% abstained. The Company therefore intends to continue to focus on “pay for performance” in its approach to executive officer compensation and to retain or adjust, as appropriate, the basic elements of the Company’s compensation program in order to support that approach as described in this “Compensation Discussion and Analysis.” In 2014, the Company adjusted its executive compensation program to include performance-based restricted stock as discussed below.
Use of Peer Groups and Survey Information
The Company periodically reviews executive officer total compensation against a peer group. The compensation committee periodically assesses the relevancy of the companies within the peer group and makes changes when appropriate. Banks selected as peers for compensation purposes are public and actively traded banks of comparable asset size with consumer lending balances representing less than 25%substantially consisting of totalcommercial loans. Banks located primarily in the New York City market are excluded from the peer group, as New York metropolitan compensation practices are not directly comparable. The following companies are currently included in theour peer group:
Beneficial Mutual Bancorp Inc.
Berkshire Hills Bancorp Inc.
Boston Private Financial Holdings Inc.
Brookline Bancorp Inc.
Century Bancorp Inc.
Community Bank System Inc.
Dime Community Bancshares Inc.
First Commonwealth Financial Corp.Corp /PA
Harleysville NationalFlushing Financial Corp.
Hudson Valley Holdings
Investors Bancorp Inc.
Lakeland BancorpKearny Financial Corp
National Penn Bancshares Inc.
NBT Bancorp Inc.
NewallianceNorthwest Bancshares Inc.
Provident Financial Services Inc.
Provident New York Bancorp
Radian Group Inc.
S&T Bancorp Inc.
Sun Bancorp Inc.Inc /NJ
Tompkins Financial Corp.
TrustCo Bank Corp NY
Washington Trust Bancorp Inc.
In addition to reviewing information from the peer group, the compensation committee evaluates executive compensation by reviewing national and regional surveys that cover a broader group of companies.
Compensation Program Elements
Base Salary
Rockland Trust has utilized the Hay GroupHayGroup proprietary job evaluation methodology in establishing competitive salary ranges and midpoints for the executives and officers of Rockland Trust. Hay conducts market analyses of cash compensation within the banking industry and uses its proprietary job evaluation process to recommend salary midpoints and ranges that reflect competitive factors and maintain internal equity. Hay makes annual recommendations to the compensation committee regarding market-based changes to salary ranges and merit increase programs. Hay conducted a review of base salaries and midpoints andAdjustments to executive salary ranges in 2008. The review involved analysis of the executive positions and a comparison to comparable positions in the Hay database. were made based on Hay's recommendations for 2014.
In January 2011, Hay recommended a 1.5% increase in 2011 salary ranges for all Rockland Trust employees.
In February 2011early 2014 performance evaluations for 20102013 of Mr. Oddleifson Ms. Lundquist, Mr. Nadeau, Mr. Seksay, and Mr. Sheahanthe other executive officers were completed. In February 2011early 2014 the Board approved base salary increases for Mr. Oddleifson, Ms. Lundquist, Mr. Nadeau, Mr. Seksay, and Mr. Sheahanall executive officers based upon the recommendations of the compensation committee which were derived from: in the case of the executive officers other than Mr. Oddleifson, the evaluation of their performance by CEOMr. Oddleifson and, in the case of Mr. Oddleifson, the evaluation of Mr. Oddleifson’sOddleifson's performance by the Board.
Annual Cash Incentive Compensation
In February 2013 the Board approved an executive officer performance incentive plan for use in 2013 (the “Executive Incentive Plan”). The Executive Incentive Plan was revised by the Board in September 2013 to add Mr. Cozzone as a participant in the Plan and to increase Mr. Sheahan’s target percentage due to his newly expanded role. The Board administered the Executive Incentive Plan, based upon the recommendations of the compensation committee. All determinations regarding the achievement of any performance goals, the achievement of individual performance goals and objectives, and the amount of any individual awards were made by the Board. The Executive Incentive Plan expressly reserved the Board's right, in its sole and absolute discretion, to reduce, including a reduction to zero, any award otherwise payable.
The Executive Incentive Plan created a cash incentive program based upon the Company's financial performance, with awards determined as follows:
The award for the CEO was determined by the product of the CEO's Target Award multiplied by the combined Bank and Peer Performance Adjustment Factors;
Awards for the executive officers other than the CEO were determined by the product of the participant's Target Award multiplied by the combined Bank and Peer Performance Adjustment Factors and by the participant's Individual Performance Adjustment Factor.
The award payable to any participant, therefore, could have been less than or more than the Target Award, depending upon: the Company's performance against the criteria used to determine the Bank and Peer Performance Adjustment Factors; in the case of executive officers other than the CEO, the Individual Performance Adjustment Factor; and, any exercise of Board discretion in accordance with the Executive Incentive Plan.
The Board did not establishExecutive Incentive Plan, as amended in September 2013, defines “Target Award” as a cash incentive compensation planspecified percentage of the executive officer's base salary as in effect on November 1, 2013 as follows:
|
| | |
Executive Officer | | Target Percentage |
Christopher Oddleifson | | Fifty-Five Percent (55%) |
Robert Cozzone | | Thirty-Five Percent (35%) |
Denis K. Sheahan | | Forty Percent (40%) |
Jane L. Lundquist | | Thirty-Five Percent (35%) |
Gerard F. Nadeau | | Thirty-Five Percent (35%) |
Edward F. Jankowski | | Thirty Percent (30%) |
The Executive Incentive Plan requires a Target Award to be multiplied by the combined Bank and Peer Performance Adjustment Factors, a result derived from adding together the Bank Performance Adjustment Factor and the Peer Performance Adjustment Factor as described below.
The Executive Incentive Plan determines the Bank Performance Adjustment Factor for the CEO and other executive officers in 2010 due to continued uncertainty regarding the regional and national economic environment. The Board believes that in periods of significant uncertainty rigid incentive targets may be dysfunctional, possibly incenting behavior not in the best interest of long term shareholder returns. The Board instead informed executives that it would consider awarding discretionary bonuses for 2010 based upon the Company’s financialOperating Earnings per Share results within specified ranges set forth on schedules to the Executive Incentive Plan which specify threshold, target, and maximum performance Bank Performance Adjustment Factor levels, as set forth in the chart below, for the CEO and other performance, a comparisonexecutive officers. The Executive Incentive Plan defines Operating Earnings per Share as net income on the Company's audited consolidated statement of the Company’s financial results and other performance to peer, and other relevant considerations.
28
On February 17, 2011 the Board awarded discretionary cash bonuses for 2010 performance to executive officers, in the amounts set forth below in the Summary Compensation Table, based upon the compensation committee’s recommendations. In determining those awards the Board andincome adjusted upwards or downwards as determined by the compensation committee considered (1)for the Company’s financial results, (2) peer group data, (3) each executive officer’s individual performance (based upon the Board’s evaluationafter-tax effect of material non-recurring items. The range of the ChiefBank Performance Adjustment Factor set forth in the Executive OfficerIncentive Plan is as follows:
|
| | | | | | |
| | Threshold | | Target | | Maximum |
CEO Range for Bank Performance Adjustment Factor | | Negative Fifty Percent (-50%) | | One Hundred Percent (100%) | | One Hundred Twenty Five Percent (125%) |
Range of Bank Performance Adjustment Factor for other Executive Officers | | Negative Fifty Percent (-50%) | | One Hundred Percent (100%) | | One Hundred Twelve and a Half Percent (112.5%) |
The Executive Incentive Plan determines the Chief Executive Officer’s evaluation ofPeer Performance Adjustment Factor by the other executive officers, which he reportedCompany's performance compared to the Board and to the compensation committee), (4) the amount of each executive officer’s overall short and long-term compensation, (5) compensation decisions made with respect to executive officers in past years, and (6) other relevant considerations.
The financial metrics which the Board considered when awarding discretionary cash bonuses included:
Earnings: The Company reported 2010 diluted earnings per share of $1.90 in accordance with both generally accepted accounting principles and on an operating basis, an amount which exceeded budget and represented growth of approximately 33% from the 2009 diluted earnings per share of $1.43 reported on an operating basis. The Company took advantage of market opportunities, and commercial and home equity loan growth and deposit growth were all especially strong. The Company’s 2010 net interest margin of 3.95% was higher than the 3.89% achieved in 2009. Non-interest income improved and non-interest expense was well-managed.
Capital: The Company improved its capital position during 2010, growing the ratio of tangible common equity to tangible assets while paying a consistent quarterly common stock cash dividend of 18 cents per share.
Favorable Peer Comparison: Based upon data frompeer results as measured by the Bank Holding Company Performance Report prepared by the Federal Reserve Board as of September 30, 2010,or by any other information which the compensation committee determines to be appropriate. The Company’s performance was favorable whenwith respect to Return on Assets, Return on Equity, Charge-Offs, and Non-Performing Assets is compared with the aggregate performance of the peer group banks identified in its proxy statement for those measures. The Executive Incentive Plan calculates the Peer Performance Adjustment Factor by averaging the Company's performance compared to its peers (i.e., banks between $3 and $10 Billion in assets) in several respects:peer within the following ranges:
| | |
| • | the Company’s return on average equity of 8.96% materially exceeded the return on average equity of 2.48% achieved by peers; |
|
| • | the Company’s return on average assets of 0.83% was significantly better than the return of average assets of 0.39% achieved by peers; |
|
| • | the Company’s loan loss reserve to non-performing loan ratio of 188% (95th percentile) and non-performing loan to loan ratio of 0.71% (5th percentile) were superior to peer ratios of, respectively, 71% and 4.26%; and, |
|
| • | the Company was less reliant (27th percentile) on securities than peers, more reliant (84th percentile) on loans, and has built a strong core deposit base (88th percentile). |
Asset Quality: Asset quality was sound. Loan delinquency, both early and later stage, improved materially. |
| | | | | | | | |
Company’s Percentile Performance To Peer | | Adjustment for Return On Assets Peer Comparison | | Adjustment for Return on Equity Peer Comparison | | Adjustment for Charge-Off Peer Comparison | | Adjustment for Non-Performing Asset Peer Comparison |
76-100 | | 12.5% | | 12.5% | | -50% | | -50% |
56-75 | | 6.25% | | 6.25% | | -6.25% | | -6.25% |
46-55 | | 0% | | 0% | | 0% | | 0% |
26-45 | | -6.25% | | -6.25% | | 6.25% | | 6.25% |
0-25 | | -50% | | -50% | | 12.5% | | 12.5% |
Risk Management: Significant risks, including interest rate risk and liquidity risk, were well-managed.
The discretionaryBoard's determinations under the Executive Incentive Plan need not be uniform and may be made selectively among persons who receive, or who are eligible to receive, a cash bonusesaward. The Executive Incentive Plan reserves the right of the Board, in its sole and absolute discretion, to: make adjustments to the Bank Performance Adjustment Factor within the defined parameters set forth in the Executive Incentive Plan schedules based upon one-time, non-recurring, or extraordinary events or any other reason that the Board deems appropriate; adjust any awards by considering factors such as regulatory compliance and credit quality; increase the award for the CEO up to a maximum of 1.20 times the amount that would have been called for by the product of the CEO's Target Award multiplied by the Bank Performance Adjustment Factor; and, to reduce, including a reduction to zero, any cash award otherwise payable.
On February 13, 2014 the Board approved incentive cash payments to the CEO and the other executive officers pursuant to the Executive Incentive Plan. The amounts awarded to the named executive officers pursuant to the Executive Incentive Plan are set forth below in column (g) of the Summary Compensation Table. The award to the CEO was based upon his Target Award, a 106% Bank Performance Adjustment Factor, and a 109% Peer Performance Adjustment Factor. Awards to the other executive officers were based upon their Target Award, a 103% Bank Performance Adjustment Factor, a 109% Peer Performance Adjustment Factor, and their Individual Performance Adjustment Factors within the range from zero (0.0) to one and four-tenths (1.40) established by the Executive Incentive Plan based upon an evaluation of the executive officer's individual performance.
Incentive Compensation Recovery Policy
The Company has adopted an Incentive Compensation Recovery Policy which provides that, if the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, the Company will have the right, to the extent permitted by law, to recover any cash incentive compensation or performance-based equity awards paid during the three-year period preceding the date on which the Company is required to prepare the accounting restatement to any executive officer whose intentional misconduct caused the accounting restatement. The policy directs the compensation committee to review incentive compensation paid to executive officers in the prior three years on the basis of having met or exceeded performance targets which are reduced by the accounting restatement and then to make a recommendation to the Board for approval with respect to the recovery of incentive compensation. The policy provides that the amount of incentive compensation recovery shall be no more than the difference between the amount paid and the amount that would have been paid based upon the accounting restatement. The policy states that the compensation committee and the Board will exercise their business judgment and discretion in the fair application of the Incentive Compensation Recovery Policy and consider all relevant factors in determining whether the Company will seek to recover incentive compensation from executive officers and the amount, timing, and form of any incentive compensation recovery.
The Incentive Compensation Recovery Policy does not apply to an accounting restatement arising from a change in accounting principles.
Long-Term Equity Compensation
Equity compensation and stock ownership serve to link the net worth of executive officers to the performance of our common stock and therefore provide an incentive to accomplish the strategic, long-term objectives periodically established by the Company to maximize long-term shareholder returns. Long-term equity compensation grants are also designed to be a retention tool to the individuals to whom they are awarded and are made based on competitive factors, such as equity compensation awarded by peers and amounts that are determined to be appropriate in order to retain key personnel. Equity compensation and stock ownership also serve to link the net worth of executive officers to the performance of our common stock and therefore provide an incentive to accomplish the strategic, long-term objectives periodically established by the Company to maximize long-term shareholder returns.
Time Vested Restricted Stock Awards in 2013
Acting on the recommendation of the compensation committee, and consistent with peer practices and financial industry trends, in 20102013 the Board used restricted stock awards for long-term incentive compensation. The Board determined that, in a period of economic uncertainty and market volatility, time vesting restricted stock awards best met the long term equity compensation retention objectives for executives and other qualified officers. In February 20102013 the Company granted restricted stock awards under the 2005 Employee Stock Planemployee stock plan that time
29
vested in equal increments over threefive years toin the CEO and to the other executive officers asamounts set forth below in the table entitled “Outstanding Equity“Grants of Plan-Based Awards.”
Time Vested and Performance-Based Restricted Stock Awards In 2014
Acting on the recommendation of the compensation committee, in 2014 the Company granted executive officers under the Employee Stock Plan both time-based restricted stock awards that vest in equal increments over five years and performance-based restricted award with a three year performance period. Time vested restricted stock comprised about sixty percent (60%) and performance-based restricted stock about forty percent (40%) of the equity awards made to executive officers in March 2014. The March 2014 performance-based restricted stock awards are subject to vesting based on achievement of specified levels of return on average tangible common equity, measured over the three-year performance period as compared against our peer group as set forth in this proxy statement subject to adjustment. No performance-based restricted shares will vest if the Company’s tangible book value measured as of the end of the performance period does not exceed tangible book value measured at Fiscal Year-End.”the outset of the performance period.
Stock Ownership Guidelines
Benefits
The Company has long established stock ownership guidelines for its executive officers which are satisfied by their current holdings. Information about the stock ownership of named executive officers as of January 31, 2014 is provided in the table below entitled “Stock Ownership and Other Matters.”
Retirement Benefits
Nonqualified Retirement Plans for Executive Officers
The objective of the Company’sCompany's nonqualified retirement program is to provide from all Rockland Trust-funded sources, inclusive of social security, approximately 60% of the average of the highest five year annual covered compensation for a full25-year career, with proportionate reduction for less than a25-year career. In 1998, the Company amended the objective of its non-qualified retirement program to include cash incentive compensation in the calculation of retirement income objectives. This was done in response to current peer practices in this area of long-term compensation and was consistent with the results of a survey of executive retirement practices published by the Hay Group.HayGroup. To help accomplish the objectives of the non-qualified retirement program, the Company maintains a non-qualified defined benefit supplemental executive retirement plan (the “Rockland SERP”). Assets to fund the actuarial accrued liability of the Rockland SERP are held in a Rabbi Trust.
Qualified Retirement Plans for Executive Officers
In 2006 the Company undertook an in depth analysis of Rockland Trust’sTrust's Defined Benefit Plan which, at that point, provided a normal retirement benefit equal to (a) two percent (2%)2% of final average compensation less (b) sixty-five hundredths of a percent (0.65%)0.65% of covered compensation as defined for Social Security purposes times (c) years of service to 25. For participants who had completed 20 or more years of service, an additional benefit of one-half percent (0.5%)0.5% times final average compensation times service in excess of 25 years, but not exceeding ten additional years, was provided. As a result of the changing demographics of the workplace and the need for predictability of future retirement expenses, on July 1, 2006 benefit accruals under the Defined Benefit Plan were discontinued for all employees. Vesting service under the Defined Benefit Plan will continue to accrue for future serviceThe benefit accruals for all employees.qualified Rockland Trust employees, including the named executive officers, were therefore frozen at that point in time.
After considering alternative plan designs, long term costs, and competitive offerings, a non-discretionary defined contribution benefit was added as of July 1, 2006 to Rockland Trust’sTrust's existing 401(k) Savings and Stock Ownership Plan. For each plan participant, the Company contributes 5%five percent (5%) of qualified compensation up to the Social Security taxable wage base and 10%ten percent (10%) of amounts in excess of covered compensation up to the maximum IRSInternal Revenue Service ("IRS") limit for qualified plan compensation. These contributions were designed to be consistent with IRS and ERISAEmployee Retirement Income Security Act safe harbor provisions for non discrimination to non highly compensated employees. Sentinel Benefits, a compensation and benefit consultant firm, provided actuarial and advisory services to assist the Company in the retirement plan decision made in 2006. The defined contribution benefit applies to all qualified Rockland Trust employees, including the named executive officers.
The actuarially determined present values of the named executives’executives' retirement benefits as of the end of last year are reported in the table belowsection entitled “Pension Benefits.”
Employment Agreements
The Companyand/or Rockland Trust have entered into employmentsemployment agreements with the CEO and the other named executive officers, the details of which are summarized below, to ensure the continuity of executive leadership, to clarify the roles and responsibilities of executives, and to make explicit the terms and conditions of executive employment. Provisions concerning a change of control of the Company, and terms of compensation in that event are included in these employment agreements consistent with what the compensation committee believes to be best industry practices. The change of control language in employment agreements is designed to ensure that executives devote their full energy and attention to the best long term interests of the shareholders in the event that business conditions or external factors make consideration of a change of control appropriate. Each employment agreement contains a one year post-employment nonsolicitation obligation, with the CEO additionally being subject to a one year post-employment noncompetition obligation. Any executive who breaches these covenants forfeits any future payments or benefits.
CEO Employment Agreement
In January 2003, the Company and Rockland Trust entered into an employment agreement with Mr. Oddleifson for him to serve as President of the Company and Rockland Trust and to serve as CEO of the Company and Rockland Trust beginning February 24, 2003. In April 2005, that employment agreement was amended. In
30
November 2008, Mr. Oddleifson’sOddleifson's employment agreement was amended and restated to comply with Section 409A of the Internal Revenue Code. In accordance with market practices for bank CEO employment agreements when Mr. Oddleifson’s employment agreement was originally signed, it provides that he will be entitled to a tax gross up for any amounts in excess of IRS 280G limitations.
The agreement provides that in the event of an involuntary termination of Mr. Oddleifson by the Company or Rockland Trust for reasons other than cause, as defined in the agreement, death or disability, as defined in the agreement, or a resignation by Mr. Oddleifson for “good reason,” as defined in the agreement, Mr. Oddleifson would:
| | |
| • | receive, in a lump sum, his base salary for an amount equal to three years times Mr. Oddleifson’s then current Base Salary; |
|
| • | be entitled to continue to participate in and receive benefits under the Company’s group health and life insurance programs for 18 months or, at his election, to receive a payment in an amount equal to the cost to the Company of Mr. Oddleifson’s participation in such plans and benefits for 18 months with agross-up for taxes; |
|
| • | would receive immediate vesting of all stock options which would remain exercisable for the three months following termination; and |
|
| • | have continued use of his Company-owned automobile for 18 months. |
receive, in a lump sum, his base salary for an amount equal to three years times Mr. Oddleifson's then current Base Salary;
be entitled to continue to participate in and receive benefits under the Company's group health and life insurance programs for 18 months;
would receive immediate vesting of all stock options which would generally remain exercisable for the three months following termination;
have continued use of his Company-owned automobile for 18 months;
receive an additional 18 months of benefit credit in the Rockland Trust SERP; and
be entitled to a tax gross up for any amounts in excess of IRS 280G limitations.
The time vested restricted stock award agreements which the Company has entered into with Mr. Oddleifson provide for the immediate vesting of any unvested restricted stock in the event of an involuntary termination for reasons other than “cause” or resignation by Mr. Oddleifson for “good reason.”
Resignation for “good reason” under the employment agreement and restricted stock award agreements, means, among other things, the resignation of Mr. Oddleifson within four months after (i) the Company or Rockland Trust, without the express written consent of Mr. Oddleifson, materially breaches the agreement to his substantial detriment; (ii) the Board of the Company or of Rockland Trust, without cause, substantially changes Mr. Oddleifson’sOddleifson's core duties or removes his responsibility for those core duties, so as to effectively cause him to no longer be performing the duties of President and CEO of the Company and Rockland Trust; or (iii) the Board of the Company or of Rockland Trust without cause, places another executive above Mr. Oddleifson in the Company or Rockland Trust; or (iv) a change of control, as defined in the agreements, occurs.Trust. Mr. Oddleifson is required to give the Company or Rockland Trust thirty30 business days notice and an opportunity to cure in the case of a resignation effective pursuant to clauses (i) through (iv)(iii) above.
In the event of a termination of Mr. Oddleifson by the Company or Rockland Trust “for cause,” as defined in the agreement, Mr. Oddleifson would forfeit benefits under the Rockland SERP and would lose the right to exercise his stock options. The Company would also be entitled to repurchase for nominal consideration the unvested portion of any time vesting restricted stock award to Mr. Oddleifson if he is terminated “for cause.”
In the event of a change of control, as defined in the agreement, following which Mr. Oddleifson (i) is terminated for reasons other than cause, death or disability, or (ii) resigns from employment for any reason, Mr. Oddleifson is entitled to a lump sum of three years base salary plus three times his incentive compensation paid in the preceding twelve12 months or the plan’splan's target, whichever is greater, plus continued participation in the insurance benefits for a three year period. The Company is obligated to credit and fund three years additional service in the Rockland SERP and Mr. Oddleifson is entitled to a tax gross up for any amounts in excess of IRS 280G limitations. His restricted stock award agreements provide that Mr. Oddleifson’sOddleifson's unvested restricted stock and options will vest in the event of change of control.control, with options remaining exercisable for three months following termination.
Executive Officer Employment Agreements
In December 2004, theThe Company and Rockland Trust (in the case of those individuals who are also officers of the Company) has entered into revised employment agreements with Ms. Lundquist, Mr. Seksay, and Mr. Sheahanits other executive officers that are, in substance, virtually identical. In December of 2007 Rockland Trust entered into an employment agreement with Mr. Nadeau that is, in substance, identical to the agreements of the previously named executive officers. In November 2008 thethese executive officer employment agreements for these executive officers were amended and restated to comply with Section 409A of the Internal Revenue Code. In September 2013, in connection with a corporate reorganization which involved a reassignment of responsibilities and the promotion of several individuals to new roles, revised employment agreements with Mr. Jankowski and Mr. Sheahan and new employment agreements with Mr. Cozzone were signed. The employment agreement for Mr. Cozzone provides that: he will both participate in any modification of the Rockland Trust Supplemental Executive Retirement Plan or in any other non-qualified plan which the Board may adopt at benefits level comparable to similarly situated executives, and will be entitled to the benefits described below in the event of a change in control. These agreements, as revised, are terminable at will by either party.
The employment agreements further provide that if an executive officer is terminated involuntarily for any reason other than cause, as defined in the agreements, death or disability, as defined in the agreements, or if an executive officer resigns for “good reason,” as defined in the agreements, he or she would be entitled to:
| | |
| • | receivehis/her then current base salary for twelve months; |
receive his/her then current base salary for 12 months;
31
participate in and receive benefits under Rockland Trust's group health and life insurance programs for 12 months or, to receive a payment equal to the cost to Rockland Trust for the executive officer's participation in such plans and benefits for such period with a gross up for taxes; and,
| | |
| • | participate in and receive benefits under Rockland Trust’s group health and life insurance programs for twelve months or, to the extent such plans or benefits are discontinued and no comparable plans or benefits are established, to receive a payment equal to the cost to Rockland Trust for the executive officer’s participation in such plans and benefits for such period with a gross up for taxes; and, |
|
| • | have all stock options previously granted immediately become fully exercisable and remain exercisable for a period of three months followinghis/her termination. |
have all stock options previously granted immediately become fully exercisable and remain exercisable generally for a period of three months following his/her termination.
The time vested restricted stock award agreements which the Company has entered into with these executive officers provide for the immediate vesting of any unvested restricted stock in the event of an involuntary termination for reasons other than “cause” or their resignation for “good reason.”
Resignation for “good reason” under the employment agreements and restricted stock award agreements, means, among other things, the resignation of an executive officer within four months after (i) Rockland Trust, without the express written consent of the executive officer, materially breaches the agreement tohis/her substantial detriment; or (ii) the Rockland Trust Board of Directors, or its President and CEO, without cause, substantially changes the executive officer’sofficer's core duties or removeshis/her responsibility for those core duties, so as to effectively cause him/her to no longer be performing the duties for whichhe/she was hired. Each executive officer is required to give Rockland Trust thirty30 business days notice and an opportunity to cure in the case of a resignation for good reason.
If an executive officer is terminated following a change of control, as defined in the agreements, for any reason other than cause, death or disability, or if such executive officer resigns from employment for any reason during the 30 day period immediately following the first anniversary of the effective date of a change of control, he/she shall receive a lump sum payment equal to 36 months salary, plus a lump sum payment equal to three times the greater of (x) the amount of any incentive payment paid out within the previous 12 months under the Executive Incentive Plan or (y) the amount of any incentive payment paid out during the 12 months prior to such change of control under the Executive Incentive Plan. The Company is obligated to credit and fund three (3) years additional service in the Rockland SERP and the executive officer may continue to participate in and receive benefits under Rockland Trust’sTrust's group health and life insurance programs for thirty-six36 months or, to the extent such plans or benefits are discontinued and no comparable plans or benefits are established, to receive a payment equal to the cost to Rockland Trust for the executive officer’sofficer's participation in such plans and benefits for such period with a gross up for taxes. Also, during the 30 day period that comes one year after a change of control of the Company (as defined in the agreements), the executive officers have the unqualified right to resign for any reason, or for no reason, and to receive the benefit provided for following the occurrence of a change of control as if such resignation was a resignation for good reason. These amounts are subject to the limits of Section 280G of the Internal Revenue Code and will be rolled back to an amount less than the limit. The executive officer restricted stock award agreements also provide that the executive’sexecutive's unvested restricted stock and options will vest in the event of change of control.control, with options remaining exercisable for three months following terminations.
Table of Benefits Payable Under Employment Agreements
The following table quantifies the benefits that would have been payable to our named executive officers under their employment agreements and stock award agreements using the five year period ending December 31, 20102012 for purposes of computing any Section 280G limitation (if applicable), as if the event described to trigger their benefits had occurred as of December 31, 2010:2013:
| | | | | | | | | | | | | | | | | | | | |
| | | | Termination
| | | | | | Net Termination
|
| | | | Without Cause
| | Termination
| | Termination
| | Benefit Due to
|
| | Termination
| | or Resignation for
| | Due to
| | Due to
| | a Change of
|
Name | | for Cause | | Good Reason | | Disability | | Death | | Control |
|
Christopher Oddleifson, CEO | | $ | 0 | | | $ | 3,174,458 | | | $ | 1,546,438 | | | $ | 1,255,120 | | | $ | 6,392,575 | |
Denis K. Sheahan, CFO | | | 0 | | | | 803,513 | | | | 484,195 | | | | 484,195 | | | | 1,556,233 | |
Jane L. Lundquist, EVP | | | 0 | | | | 747,013 | | | | 484,195 | | | | 484,195 | | | | 1,384,103 | |
Gerry F. Nadeau, EVP | | | 0 | | | | 788,013 | | | | 484,195 | | | | 484,195 | | | | 1,372,342 | |
Edward H. Seksay, General | | | | | | | | | | | | | | | | | | | | |
Counsel | | | 0 | | | | 522,498 | | | | 259,680 | | | | 259,680 | | | | 1,112,377 | |
|
| | | | | | | | | | | | | | | | | | | | |
| | | | Termination | | | | | | Net Termination |
| | | | Without Cause | | Termination | | Termination | | Benefit Due to |
| | Termination | | or Resignation for | | Due to | | Due to | | a Change of |
Name | | for Cause | | Good Reason | | Disability | | Death | | Control (1) |
| | | | | | | | | | |
Christopher Oddleifson | | $ | — |
| | $ | 4,024,396 |
| | $ | 2,167,645 |
| | $ | 1,851,266 |
| | $ | 8,125,041 |
|
Robert Cozzone | | $ | — |
| | $ | 515,051 |
| | $ | 255,483 |
| | $ | 255,483 |
| | $ | 1,085,074 |
|
Denis Sheahan | | $ | — |
| | $ | 1,055,679 |
| | $ | 661,110 |
| | $ | 661,110 |
| | $ | 2,419,951 |
|
Jane Lundquist | | $ | — |
| | $ | 943,679 |
| | $ | 661,110 |
| | $ | 661,110 |
| | $ | 2,188,803 |
|
Gerry Nadeau | | $ | — |
| | $ | 1,005,679 |
| | $ | 661,110 |
| | $ | 661,110 |
| | $ | 2,353,505 |
|
Edward Jankowski | | $ | — |
| | $ | 667,400 |
| | $ | 382,831 |
| | $ | 382,831 |
| | $ | 1,725,730 |
|
| | | | | | | | | | |
(1) Reflects aggregate net termination benefit, computed to include: |
a. cash compensation (three times the sum of i) annual base salary as of December 31, 2013 and ii) the target incentive earned in 2013 and paid in 2014); |
b. excess of the fair market value of the Company's stock price over the exercise price of any unvested stock options as of December 31, 2013, assuming cancellation and cash out of all outstanding vested and unvested stock options; |
c. fair market value of previously unvested restricted stock awards vesting upon change in control; |
d. additional benefit credit in the Rockland Trust SERP; |
e. personal use of auto; |
f. medical benefits; and, |
g. gross up or rollback, in accordance with employment agreements and Internal Revenue Code Section 280G. |
32
Tabular Disclosures Regarding Executive Officers
The following tables provide compensation information for the CEO, the two persons who served as our CFO during 2013, and the Company’sCompany's three other most highly compensated current executive officers (collectively, the “named executive officers”):
SUMMARY COMPENSATION TABLE |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SUMMARY COMPENSATION TABLE |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Change in Pension Value and | | | | |
| | | | | | | | | | | | Non -Equity | | Nonqualified | | | | |
Name | | | | | | | | | | | | Incentive | | Deferred | | All | | |
and | | | | | | | | Stock | | Option | | Plan | | Compensation | | Other | | |
Principal | | | |
| | Bonus | | Awards | | Awards | | Compensation | | Earnings | | Compensation | |
|
Position | | Year | | Salary | | (1) | | (2) (3) | | (2) (3) | | (1) | | (4) | | (5) | | Total |
(a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) | | (j) |
| | | | | | | | | | | | | | | | | | |
Christopher Oddleifson, CEO | | 2013 | | $ | 613,269 |
|
| n/a |
| $ | 582,843 |
|
| $ | — |
|
| $ | 442,000 |
|
| $ | — |
|
| $ | 56,178 |
| | $ | 1,694,290 |
|
| 2012 | | $ | 589,616 |
| | n/a | | $ | 514,485 |
| | $ | 9,684 |
| | $ | 412,335 |
| | $ | 408,545 |
| | $ | 73,998 |
| | $ | 2,008,663 |
|
| 2011 | | $ | 570,962 |
| | n/a | | $ | 329,100 |
| | $ | 153,422 |
| | $ | 400,000 |
| | $ | 537,451 |
| | $ | 58,617 |
| | $ | 2,049,552 |
|
Robert Cozzone, CFO (6) | | 2013 | | $ | 220,762 |
| | n/a | | $ | 78,763 |
| | $ | — |
| | $ | 102,000 |
| | $ | — |
| | $ | 23,617 |
| | $ | 425,142 |
|
| 2012 | | n/a |
| | n/a | | n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a |
|
| 2011 | | n/a |
| | n/a | | n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a |
|
Denis Sheahan, COO (6) | | 2013 | | $ | 347,692 |
|
| n/a |
| $ | 201,632 |
|
| $ | — |
|
| $ | 229,000 |
|
| $ | — |
|
| $ | 35,313 |
| | $ | 813,637 |
|
| 2012 | | $ | 322,577 |
| | n/a | | $ | 177,984 |
| | $ | 5,447 |
| | $ | 167,500 |
| | $ | 182,248 |
| | $ | 42,446 |
| | $ | 898,202 |
|
| 2011 | | $ | 313,846 |
| | n/a | | $ | 123,413 |
| | $ | 41,552 |
| | $ | 165,000 |
| | $ | 298,302 |
| | $ | 36,862 |
| | $ | 978,975 |
|
Jane Lundquist, EVP | | 2013 | | $ | 270,846 |
|
| n/a |
| $ | 201,632 |
|
| $ | — |
|
| $ | 142,000 |
|
| $ | 14,082 |
|
| $ | 47,408 |
| | $ | 675,968 |
|
| 2012 | | $ | 262,981 |
| | n/a | | $ | 177,984 |
| | $ | 3,026 |
| | $ | 136,500 |
| | $ | 90,380 |
| | $ | 42,141 |
| | $ | 713,012 |
|
| 2011 | | $ | 255,895 |
| | n/a | | $ | 123,413 |
| | $ | 41,552 |
| | $ | 135,000 |
| | $ | 113,730 |
| | $ | 48,548 |
| | $ | 718,138 |
|
Gerard Nadeau, EVP | | 2013 | | $ | 332,308 |
|
| n/a |
| $ | 201,632 |
|
| $ | — |
|
| $ | 174,000 |
|
| $ | — |
|
| $ | 35,313 |
| | $ | 743,253 |
|
| 2012 | | $ | 322,308 |
| | n/a | | $ | 177,984 |
| | $ | 2,270 |
| | $ | 167,500 |
| | $ | 201,211 |
| | $ | 42,446 |
| | $ | 913,719 |
|
| 2011 | | $ | 309,516 |
| | n/a | | $ | 123,413 |
| | $ | 41,552 |
| | $ | 165,000 |
| | $ | 363,616 |
| | $ | 36,862 |
| | $ | 1,039,959 |
|
Edward Jankowski, Director of Residential Lending and Compliance | | 2013 | | $ | 272,846 |
| | n/a | | $ | 119,719 |
| | $ | — |
| | $ | 118,000 |
| | $ | — |
| | $ | 42,632 |
| | $ | 553,197 |
|
| 2012 | | $ | 260,981 |
| | n/a | | $ | 105,678 |
| | $ | 2,270 |
| | $ | 118,000 |
| | $ | 171,781 |
| | $ | 44,024 |
| | $ | 702,734 |
|
| 2011 | | $ | 233,385 |
| | n/a | | $ | 68,563 |
| | $ | 22,374 |
| | $ | 105,000 |
| | $ | 112,187 |
| | $ | 39,396 |
| | $ | 580,905 |
|
| | | | | | | | | | | | | | | | | | |
(1) The amounts listed in column (g) represent the cash payments which the Board approved for performance in these years pursuant to the Executive Cash Incentive Plan. |
(2) The assumptions used in the valuation for the awards reported in the Stock Awards column (column (e)) and the Option Awards column (column (f)) can be found in the Stock-Based Compensation section of the Notes to Consolidated Financial Statements filed as part of the Company’s 2013 Annual Report on Form 10-K. |
(3) The amounts listed in columns (e) and (f) represent the aggregate fair value of the options/awards on the date of grant calculated in accordance with FASB Topic 718. |
(4) The amounts in column (h) represent the aggregate change in the actuarial present value of the individual's accumulated benefits under Rockland Trust's frozen defined benefit plan and under the Rockland SERP. The change in actuarial present value of accumulated benefits under these plans for the following named executive officers reflected a negative amount as follows: Mr. Oddliefson, $(31,784); Mr. Cozzone, $(17,000); Mr. Sheahan, $(138,359); Mr. Nadeau, $(164,020); Mr. Jankowski $(32,442). |
(5) The amounts in column (i) include the income attributable to dividends on Restricted Stock Awards, 401(k) matching contributions, and defined contribution plan employer contributions. Non-perquisite benefits in excess of $10,000 are identified below: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Change in Pension
| | | | |
| | | | | | | | | | | | | | Value and
| | | | |
| | | | | | | | | | | | | | Nonqualified
| | | | |
| | | | | | | | | | | | Non-Equity
| | Deferred
| | | | |
| | | | | | | | Stock
| | Option
| | Incentive Plan
| | Compensation
| | All Other
| | |
Name and Principal
| | | | Salary
| | Bonus
| | Awards
| | Awards
| | Compensation
| | Earnings
| | Compensation
| | Total
|
Position
| | Year
| | ($)
| | ($)(1)
| | ($)(2)(3)
| | ($)(2)(3)
| | ($)
| | ($)(4)
| | ($)(5)
| | ($)
|
(a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) | | (j) |
|
Chris Oddleifson, CEO | | | 2010 | | | | 548,000 | | | | 515,000 | | | | 502,400 | | | | n/a | | | | n/a | | | | 194,271 | | | | 222,924 | | | | 1,982,595 | |
| | | 2009 | | | | 508,000 | | | | 395,000 | | | | 642,840 | | | | n/a | | | | n/a | | | | 342,861 | | | | 36,837 | | | | 1,925,538 | |
| | | 2008 | | | | 502,462 | | | | n/a | | | | n/a | | | | 225,296 | | | | 172,000 | | | | 166,386 | | | | 20,711 | | | | 1,086,855 | |
Denis Sheahan, CFO | | | 2010 | | | | 306,154 | | | | 175,000 | | | | 188,400 | | | | n/a | | | | n/a | | | | 70,923 | | | | 105,718 | | | | 846,195 | |
| | | 2009 | | | | 282,693 | | | | 150,000 | | | | 253,240 | | | | n/a | | | | n/a | | | | 112,478 | | | | 48,821 | | | | 847,232 | |
| | | 2008 | | | | 262,231 | | | | n/a | | | | n/a | | | | 95,751 | | | | 60,000 | | | | 100,731 | | | | 21,677 | | | | 540,390 | |
Jane Lundquist, EVP | | | 2010 | | | | 250,000 | | | | 150,000 | | | | 188,400 | | | | n/a | | | | n/a | | | | 50,569 | | | | 110,447 | | | | 749,416 | |
| | | 2009 | | | | 245,192 | | | | 125,000 | | | | 253,240 | | | | n/a | | | | n/a | | | | 116,483 | | | | 38,936 | | | | 778,851 | |
| | | 2008 | | | | 218,269 | | | | n/a | | | | n/a | | | | 84,486 | | | | 50,000 | | | | 24,839 | | | | 28,192 | | | | 405,786 | |
Gerard Nadeau, EVP | | | 2010 | | | | 291,069 | | | | 175,000 | | | | 188,400 | | | | n/a | | | | n/a | | | | 101,717 | | | | 107,642 | | | | 863,828 | |
| | | 2009 | | | | 259,064 | | | | 150,000 | | | | 253,240 | | | | n/a | | | | n/a | | | | 248,921 | | | | 35,761 | | | | 946,986 | |
| | | 2008 | | | | 238,947 | | | | n/a | | | | n/a | | | | 84,486 | | | | 60,000 | | | | 145,907 | | | | 22,569 | | | | 551,909 | |
Edward Seksay, General Counsel | | | 2010 | | | | 250,000 | | | | 95,000 | | | | 100,480 | | | | n/a | | | | n/a | | | | 61,193 | | | | 69,338 | | | | 576,011 | |
| | | 2009 | | | | 236,347 | | | | 85,000 | | | | 136,360 | | | | n/a | | | | n/a | | | | 86,162 | | | | 29,499 | | | | 573,368 | |
| | | 2008 | | | | 228,770 | | | | n/a | | | | n/a | | | | 56,234 | | | | 35,000 | | | | 73,192 | | | | 21,616 | | | | 414,812 | |
|
| | | | | | | | |
| | Dividends on Restricted Stock Awards | | Defined contribution plan employer contributions |
Christopher Oddleifson | | $ | 32,538 |
| | $ | 19,815 |
|
Robert Cozzone | | n/a |
| | $ | 16,391 |
|
Denis Sheahan | | $ | 11,673 |
| | $ | 19,815 |
|
Jane Lundquist | | $ | 11,673 |
| | $ | 19,815 |
|
Gerard Nadeau | | $ | 11,673 |
| | $ | 19,815 |
|
Edward Jankowski | | n/a |
| | $ | 19,815 |
|
| | | | |
The only individuals with 2013 perquisite/personal benefits aggregated in column (i) which exceeds $10,000 are Ms. Lundquist and Mr. Jankowski. The perquisite benefit includes the value of a Company-owned cars in the amounts of $12,095 for Ms. Lundquist and $12,781 for Mr. Jankowski. Excluded from this column is the value of Company-owned car for other executives, the amount of which does not exceed $10,000. |
(6) During 2013, Mr. Sheahan served as our CFO from January 1, 2013 through September 4, 2013 and as our COO from September 5, 2013 through December 31, 2013, and Mr. Cozzone served as our SVP, Treasurer from January 1, 2013 through September 4, 2013 and as our CFO from September 5, 2013 through December 31, 2013. |
| | |
(1) | | The amounts listed for 2010 and 2009 in column (d) and for 2008 in column (g) represent, as applicable, the cash payments which the Board approved for performance in these years either as a discretionary cash bonus or pursuant to the applicable Executive Cash Incentive Plan. |
|
(2) | | The assumptions used in the valuation for the awards reported in the Stock Awards column (column (e)) and the Option Awards column (column (f)) can be found in the Stock-Based Compensation section of the Notes to Consolidated Financial Statements filed as part of the Company’s 2010 Annual Report onForm 10-K. |
|
(3) | | The amounts listed in columns (e) and (f) represent the aggregate fair value of the options/awards on the date of grant calculated in accordance with FASB Topic 718. |
|
(4) | | The amounts in column (h) represent the aggregate change in the actuarial present value of the individual’s accumulated benefits under Rockland Trust’s frozen defined benefit plan and under the Rockland SERP. |
|
(5) | | The amounts listed for 2010 in column (i) include the income attributable to vesting of Restricted Stock Awards, dividends on Restricted Stock Awards, 401 (k) matching contributions, defined contribution plan contributions, the value of excess life insurance, and the value of a Company-owned car. The only non-perquisite benefits in excess of $10,000 have been identified in the table below: |
| | | | | | | | | | | | |
| | | | | | Defined
|
| | Vesting of Restricted
| | Dividends on Restricted
| | Contribution Plan
|
| | Stock Awards | | Stock Awards | | Contributions |
|
Chris Oddleifson | | | 168,102 | | | | 26,244 | | | | 12,250 | |
Denis Sheahan | | | 64,922 | | | | 10,134 | | | | 12,250 | |
Jane Lundquist | | | 64,922 | | | | 10,134 | | | | 12,250 | |
Gerard Nadeau | | | 64,922 | | | | 10,134 | | | | 12,250 | |
Edward Seksay | | | 35,658 | | | | n/a | | | | 12,250 | |
33
The only individual with 2010 perquisite/personal benefits aggregated in column (i) which exceeds $10,000 is Ms. Lundquist. Her perquisite benefits are comprised of the value of a Company-owned car in the amount of $11,050 and group term life insurance in the amount of $2,064.
GRANTS OF PLAN-BASED AWARDS
“"Grant Date”Date" refers to the date of stock option grantsawards granted during 2010.2013. The exercise pricegrant date fair value of optionstock awards was calculated, in accordance with the 2005 Employee Stock Plan, as the average of the high and low trading prices on the date of grant.grant for each restricted share granted. The following table provides information relating to the grants of plan-based awards during 2013:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | Full
|
| | | | | | | | | | | | | | | | All Other
| | All Other
| | | | Grant
|
| | | | | | | | | | | | | | | | Stock
| | Option
| | | | Date
|
| | | | | | | | | | | | | | | | Awards:
| | Awards:
| | Exercise
| | Fair
|
| | | | | | | | | | Estimated Future Payouts Under
| | Number
| | Number
| | or Base
| | Value of
|
| | | | Estimated Future Payouts Under
| | Equity
| | of Shares
| | of Securities
| | Price of
| | Equity-
|
| | | | Non-Equity Incentive Plan Awards | | Incentives Plan Awards | | of Stock
| | Underlying
| | Option
| | Based
|
| | Grant
| | Threshold
| | Target
| | Maximum
| | Threshold
| | Target
| | Maximum
| | or Units
| | Options
| | Awards
| | Awards
|
Name
| | Date
| | ($)
| | ($)
| | ($)
| | ($)
| | ($)
| | ($)
| | (#)
| | (#)
| | ($/SH)(1)
| | ($)
|
(a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) | | (j) | | (k) | | (l) |
|
Chris Oddleifson, CEO | | | 2/25/2010 | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 20,000 | | | | N/A | | | | N/A | | | $ | 502,400 | |
Denis Sheahan, CFO | | | 2/25/2010 | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 7,500 | | | | N/A | | | | N/A | | | $ | 188,400 | |
Jane Lundquist, EVP | | | 2/25/2010 | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 7,500 | | | | N/A | | | | N/A | | | $ | 188,400 | |
Gerard Nadeau, EVP | | | 2/25/2010 | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 7,500 | | | | N/A | | | | N/A | | | $ | 188,400 | |
Edward Seksay, General Counsel | | | 2/25/2010 | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 4,000 | | | | N/A | | | | N/A | | | $ | 100,480 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | All Other | | All Other | | | | Grant |
| | | | | | | | | | | | | | | | Stock | | Option | | | | Date |
| | | | | | | | | | | | | | | | Awards: | | Awards: | | Exercise | | Fair |
| | | | | | | | | | | | | | | | Number | | Number | | or Base | | Value of |
| | | | Estimated Future | | Estimated Future | | of Shares | | of Securities | | Price of | | Equity- |
| | | | Payouts Under Non-Equity | | Payouts Under | | of Stock | | Underlying | | Option | | Based |
| | | | Incentive Plan Awards (1) | | Equity Incentives Plan Awards | | or Units | | Options | | Awards | | Awards |
Name | | Grant Date | | Threshold | | Target | | Maximum | | Threshold | | Target | | Maximum | | (#) | | (#) | | ($/SH) | | |
(a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) | | (j) | | (k) | | (l) |
| | | | | | | | | | | | | | | | | | | | | | |
Christopher Oddleifson | | 2/14/2013 | | $ | 170,500 |
| | $ | 341,000 |
| | $ | 562,650 |
| | n/a | | n/a | | n/a | | 18,500 |
| | n/a | | n/a | | $ | 582,935 |
|
Robert Cozzone | | 2/14/2013 | | $ | 43,750 |
| | $ | 87,500 |
| | $ | 153,125 |
| | n/a | | n/a | | n/a | | 2,500 |
| | n/a | | n/a | | $ | 78,775 |
|
Denis Sheahan | | 2/14/2013 | | $ | 77,000 |
| | $ | 154,000 |
| | $ | 269,500 |
| | n/a | | n/a | | n/a | | 6,400 |
| | n/a | | n/a | | $ | 201,664 |
|
Jane Lundquist | | 2/14/2013 | | $ | 47,775 |
| | $ | 95,550 |
| | $ | 167,212 |
| | n/a | | n/a | | n/a | | 6,400 |
| | n/a | | n/a | | $ | 201,664 |
|
Gerard Nadeau | | 2/14/2013 | | $ | 58,625 |
| | $ | 117,250 |
| | $ | 205,188 |
| | n/a | | n/a | | n/a | | 6,400 |
| | n/a | | n/a | | $ | 201,664 |
|
Edward Jankowski | | 2/14/2013 | | $ | 41,250 |
| | $ | 92,500 |
| | $ | 144,375 |
| | n/a | | n/a | | n/a | | 3,800 |
| | n/a | | n/a | | $ | 119,738 |
|
| | | | | | | | | | | | | | | | | | | | | | |
(1) The amounts reported in the Target column represent each named executive officer’s Target Award under the Executive Incentive Plan. The amounts reported in the Threshold column were calculated for each named executive officer assuming that threshold performance was attained for both the Bank Performance and Peer Performance Adjustment Factors and, other than for our CEO, assuming the Individual Performance Factor was attained at 100%. The amounts reported in the Maximum column were calculated for each named executive officer assuming that maximum performance was attained for both the Bank Performance and Peer Performance Adjustment Factors and the Individual Performance Factor was attained at the maximum of 140% (or in the case of our CEO, the maximum of 1.20 times the amount equal to the product of his Target Award multiplied by the Bank Performance Adjustment Factor). See column (g) in the Summary Compensation Table for the actual incentive award paid to each named executive officer. |
34
37
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
The table set forth below contains individual equity awards that were outstanding as of December 31, 20102013 for the named executive officers.officers:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Option Awards | | | Stock Awards | |
| | | | | | | | | | | | | | | | | | | | | | | Equity Incentive
| | | | |
| | | | | | | | | | | | | | | | | | | | | | | Plan Awards:
| | | Equity Incentive
| |
| | | | | | | | Equity Incentive
| | | | | | | | | | | | | | | Number of
| | | Plan Awards:
| |
| | | | | | | | Plan Awards:
| | | | | | | | | | | | Market
| | | Unearned
| | | Market or
| |
| | Number of
| | | Number of
| | | Number
| | | | | | | | | Number
| | | Value
| | | Shares,
| | | Payout Value
| |
| | Securities
| | | Securities
| | | of Securties
| | | | | | | | | of Shares
| | | of Shares
| | | Units or
| | | of Unearned
| |
| | Underlying
| | | Underlying
| | | Underlying
| | | | | | | | | or Units
| | | or Units
| | | Other
| | | Shares, Units
| |
| | Unexercised
| | | Unexercised
| | | Unexercised
| | | Option
| | | | | | of Stock
| | | of Stock
| | | Rights That
| | | or Other Rights
| |
| | Options
| | | Options
| | | Unearned
| | | Exercise
| | | Option
| | | That Have
| | | That Have
| | | Have Not
| | | That Have
| |
| | Exercisable
| | | Unexercisable
| | | Options
| | | Price
| | | Expiration
| | | Not Vested
| | | Not Vested
| | | Vested
| | | Not Vested
| |
Name
| | (#)
| | | (#)
| | | (#)
| | | ($)
| | | Date
| | | (#)
| | | ($)
| | | (#)
| | | ($)
| |
(a) | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | | (j) | |
|
Christopher Oddleifson, CEO | | | 32,000 | | | | — | | | | — | | | $ | 28.90 | | | | 12/14/2012 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 50,000 | | | | — | | | | — | | | $ | 24.41 | | | | 1/9/2013 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 16,650 | | | | — | | | | — | | | $ | 30.14 | | | | 12/11/2013 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 31,000 | | | | — | | | | — | | | $ | 34.18 | | | | 12/9/2014 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 15,000 | | | | 10,000 | (1) | | | — | | | $ | 33.00 | | | | 2/15/2017 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 16,000 | | | | 24,000 | (2) | | | — | | | $ | 28.27 | | | | 2/14/2018 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | 26,400 | (3) | | $ | 714,120 | | | | n/a | | | | n/a | |
| | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | 20,000 | (4) | | $ | 541,000 | | | | n/a | | | | n/a | |
Denis K. Sheahan, CFO | | | 10,100 | | | | — | | | | — | | | $ | 20.13 | | | | 12/19/2011 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 18,000 | | | | — | | | | — | | | $ | 28.90 | | | | 12/14/2012 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 9,850 | | | | — | | | | — | | | $ | 23.47 | | | | 12/19/2012 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 8,300 | | | | — | | | | — | | | $ | 30.14 | | | | 12/11/2013 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 12,000 | | | | — | | | | — | | | $ | 34.18 | | | | 12/9/2014 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 6,000 | | | | 4,000 | (1) | | | — | | | $ | 33.00 | | | | 2/15/2017 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 6,800 | | | | 10,200 | (2) | | | — | | | $ | 28.27 | | | | 2/14/2018 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | 10,400 | (3) | | $ | 281,320 | | | | n/a | | | | n/a | |
| | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | 7,500 | (4) | | $ | 202,875 | | | | n/a | | | | n/a | |
Jane Lundquist, EVP | | | 10,000 | | | | — | | | | — | | | $ | 28.90 | | | | 12/14/2012 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 6,666 | | | | — | | | | — | | | $ | 28.06 | | | | 7/19/2014 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 10,000 | | | | — | | | | — | | | $ | 32.77 | | | | 10/20/2014 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 12,000 | | | | — | | | | — | | | $ | 34.18 | | | | 12/9/2014 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 4,800 | | | | 3,200 | (1) | | | — | | | $ | 33.00 | | | | 2/15/2017 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 6,000 | | | | 9,000 | (2) | | | — | | | $ | 28.27 | | | | 2/14/2018 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | 10,400 | (3) | | $ | 281,320 | | | | n/a | | | | n/a | |
35
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Option Awards | | | Stock Awards | |
| | | | | | | | | | | | | | | | | | | | | | | Equity Incentive
| | | | |
| | | | | | | | | | | | | | | | | | | | | | | Plan Awards:
| | | Equity Incentive
| |
| | | | | | | | Equity Incentive
| | | | | | | | | | | | | | | Number of
| | | Plan Awards:
| |
| | | | | | | | Plan Awards:
| | | | | | | | | | | | Market
| | | Unearned
| | | Market or
| |
| | Number of
| | | Number of
| | | Number
| | | | | | | | | Number
| | | Value
| | | Shares,
| | | Payout Value
| |
| | Securities
| | | Securities
| | | of Securties
| | | | | | | | | of Shares
| | | of Shares
| | | Units or
| | | of Unearned
| |
| | Underlying
| | | Underlying
| | | Underlying
| | | | | | | | | or Units
| | | or Units
| | | Other
| | | Shares, Units
| |
| | Unexercised
| | | Unexercised
| | | Unexercised
| | | Option
| | | | | | of Stock
| | | of Stock
| | | Rights That
| | | or Other Rights
| |
| | Options
| | | Options
| | | Unearned
| | | Exercise
| | | Option
| | | That Have
| | | That Have
| | | Have Not
| | | That Have
| |
| | Exercisable
| | | Unexercisable
| | | Options
| | | Price
| | | Expiration
| | | Not Vested
| | | Not Vested
| | | Vested
| | | Not Vested
| |
Name
| | (#)
| | | (#)
| | | (#)
| | | ($)
| | | Date
| | | (#)
| | | ($)
| | | (#)
| | | ($)
| |
(a) | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | | (j) | |
|
| | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | 7,500 | (4) | | $ | 202,875 | | | | n/a | | | | n/a | |
Gerard Nadeau, EVP | | | 4,900 | | | | — | | | | — | | | $ | 20.13 | | | | 12/19/2011 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 7,500 | | | | | | | | — | | | $ | 28.90 | | | | 12/14/2012 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 4,375 | | | | — | | | | — | | | $ | 23.47 | | | | 12/19/2012 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 3,850 | | | | — | | | | — | | | $ | 30.14 | | | | 12/11/2013 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 6,500 | | | | — | | | | — | | | $ | 34.18 | | | | 12/9/2014 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 3,000 | | | | 2,000 | (1) | | | — | | | $ | 33.00 | | | | 2/15/2017 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 6,000 | | | | 4,000 | (5) | | | — | | | $ | 29.39 | | | | 7/19/2017 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 6,000 | | | | 9,000 | (2) | | | — | | | $ | 28.27 | | | | 2/14/2018 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | 10,400 | (3) | | $ | 281,320 | | | | n/a | | | | n/a | |
| | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | 7,500 | (4) | | $ | 202,875 | | | | n/a | | | | n/a | |
Edward H. Seksay, General Counsel | | | 7,500 | | | | | | | | — | | | $ | 28.90 | | | | 12/14/2012 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 8,725 | | | | — | | | | — | | | $ | 23.47 | | | | 12/19/2012 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 7,275 | | | | — | | | | — | | | $ | 30.14 | | | | 12/11/2013 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 7,500 | | | | — | | | | — | | | $ | 34.18 | | | | 12/9/2014 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | 3,000 | | | | 2,000 | (1) | | | — | | | $ | 33.00 | | | | 2/15/2017 | | | | n/a | | | | n/a | | | | n/a | �� | | | n/a | |
| | | 4,000 | | | | 6,000 | (2) | | | — | | | $ | 28.27 | | | | 2/14/2018 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
| | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | 5,600 | (3) | | $ | 151,480 | | | | n/a | | | | n/a | |
| | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | 4,000 | (4) | | $ | 108,200 | | | | n/a | | | | n/a | |
| | |
(1) | | These options vest evenly over a five-year period, with one-fifth of each grant vesting on each of February 15, 2008, 2009, 2010, 2011, and 2012. |
|
(2) | | These options vest evenly over a five-year period, with one-fifth of the grant vesting on each of February 14, 2009, 2010, 2011, 2012, and 2013. |
|
(3) | | These stock awards vest evenly over a five-year period, with one-fifth of the grant vesting on each of May 21, 2010, 2011, 2012, 2013, and 2014. |
|
(4) | | These stock awards vest evenly over a three-year period, with one-third of the grant vesting on each of February 25, 2011, 2012 and 2013. |
|
(5) | | These options vest evenly over a five-year period, with one-fifth of the grant vesting on each of July 19, 2008, 2009, 2010, 2011 and 2012. |
36
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Option Awards | | Stock Awards |
| | | | | | | | | | | | | | | | Equity | | Equity |
| | | | | | Equity | | | | | | | | | | Incentive | | Incentive |
| | | | | | Incentive | | | | | | | | | | Plan Awards: | | Plan Awards: |
| | | | | | Plan Awards: | | | | | | | | Market | | Number of | | Market or |
| | Number of | | Number of | | Number of | | | | | | Number of | | Value of | | Unearned | | Payout Value |
| | Securities | | Securities | | Securities | | | | | | Shares | | Shares | | Shares, | | of Unearned |
| | Underlying | | Underlying | | Underlying | | Option | | | | or Units | | or Units | | Units or | | Shares, Units |
| | Unexercised | | Unexercised | | Unexercised | | Exercise | | Option | | of Stock | | of Stock | | Other Rights | | or Other Rights |
| | Options | | Options | | Unearned | | Price | | Expiration | | That Have | | That Have | | That Have | | That Have |
Name | | Exercisable | | Unexercisable | | Options | | ($/SH) | | Date | | Not Vested | | Not Vested | | Not Vested | | Not Vested |
(a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) | | (j) |
| | | | | | | | | | | | | | | | | | |
Christopher Oddleifson | | 31,000 |
| | — |
| | — |
| | $ | 34.18 |
| | 12/9/2014 | | n/a |
| | n/a |
| | n/a | | n/a |
| 25,000 |
| | — |
| | — |
| | $ | 33.00 |
| | 2/15/2017 | | n/a |
| | n/a |
| | n/a | | n/a |
| 30,000 |
| | — |
|
| — |
| | $ | 28.27 |
| | 2/14/2018 | | n/a |
| | n/a |
| | n/a | | n/a |
| 16,000 |
| | 8,000 |
| (1) | — |
| | $ | 27.43 |
| | 2/17/2021 | | n/a |
| | n/a |
| | n/a | | n/a |
| n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a | | 6,600 |
| (3) | $ | 258,192 |
| | n/a | | n/a |
| n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a | | 7,200 |
| (4) | $ | 281,664 |
| | n/a | | n/a |
| n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a | | 14,800 |
| (5) | $ | 578,976 |
| | n/a | | n/a |
| n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a | | 18,500 |
| (6) | $ | 723,720 |
| | n/a | | n/a |
Robert Cozzone | | 5,000 |
| | — |
| | — |
| | $ | 34.18 |
| | 12/9/2014 | | n/a |
| | n/a |
| | n/a | | n/a |
| 4,000 |
| | — |
| | — |
| | $ | 33.00 |
| | 2/15/2017 | | n/a |
| | n/a |
| | n/a | | n/a |
| 4,500 |
| | — |
| | — |
| | $ | 28.27 |
| | 2/14/2018 | | n/a |
| | n/a |
| | n/a | | n/a |
| 1,667 |
| | 833 |
| (2) | — |
| | $ | 27.58 |
| | 2/10/2021 | | n/a |
| | n/a |
| | n/a | | n/a |
| n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a | | 800 |
| (7) | $ | 31,296 |
| | n/a | | n/a |
| n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a | | 1,200 |
| (8) | $ | 46,944 |
| | n/a | | n/a |
| n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a | | 2,000 |
| (5) | $ | 78,240 |
| | n/a | | n/a |
| n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a | | 2,500 |
| (6) | $ | 97,800 |
| | n/a | | n/a |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Option Awards | | Stock Awards |
| | | | | | | | | | | | | | | | Equity | | Equity |
| | | | | | Equity | | | | | | | | | | Incentive | | Incentive |
| | | | | | Incentive | | | | | | | | | | Plan Awards: | | Plan Awards: |
| | | | | | Plan Awards: | | | | | | | | Market | | Number of | | Market or |
| | Number of | | Number of | | Number of | | | | | | Number of | | Value of | | Unearned | | Payout Value |
| | Securities | | Securities | | Securities | | | | | | Shares | | Shares | | Shares, | | of Unearned |
| | Underlying | | Underlying | | Underlying | | Option | | | | or Units | | or Units | | Units or | | Shares, Units |
| | Unexercised | | Unexercised | | Unexercised | | Exercise | | Option | | of Stock | | of Stock | | Other Rights | | or Other Rights |
| | Options | | Options | | Unearned | | Price | | Expiration | | That Have | | That Have | | That Have | | That Have |
Name | | Exercisable | | Unexercisable | | Options | | ($/SH) | | Date | | Not Vested | | Not Vested | | Not Vested | | Not Vested |
(a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) | | (j) |
Denis Sheahan | | 12,000 |
| | — |
| | — |
| | $ | 34.18 |
| | 12/9/2014 | | n/a |
| | n/a |
| | n/a | | n/a |
| 10,000 |
| | — |
| | — |
| | $ | 33.00 |
| | 2/15/2017 | | n/a |
| | n/a |
| | n/a | | n/a |
| 17,000 |
| | — |
|
| — |
| | $ | 28.27 |
| | 2/14/2018 | | n/a |
| | n/a |
| | n/a | | n/a |
| 4,334 |
| | 2,166 |
| (1) | — |
| | $ | 27.43 |
| | 2/17/2021 | | n/a |
| | n/a |
| | n/a | | n/a |
| n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a | | 2,600 |
| (3) | $ | 101,712 |
| | n/a | | n/a |
| n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a | | 2,700 |
| (4) | $ | 105,624 |
| | n/a | | n/a |
| n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a | | 5,120 |
| (5) | $ | 200,294 |
| | n/a | | n/a |
| n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a | | 6,400 |
| (6) | $ | 250,368 |
| | n/a | | n/a |
Jane Lundquist | | 3,104 |
| | — |
| | — |
| | $ | 28.06 |
| | 7/19/2014 | | n/a |
| | n/a |
| | n/a | | n/a |
| 10,000 |
| | — |
| | — |
| | $ | 32.77 |
| | 10/20/2014 | | n/a |
| | n/a |
| | n/a | | n/a |
| 12,000 |
| | — |
| | — |
| | $ | 34.18 |
| | 12/9/2014 | | n/a |
| | n/a |
| | n/a | | n/a |
| 8,000 |
| | — |
| | — |
| | $ | 33.00 |
| | 2/15/2017 | | n/a |
| | n/a |
| | n/a | | n/a |
| 15,000 |
| | — |
|
| — |
| | $ | 28.27 |
| | 2/14/2018 | | n/a |
| | n/a |
| | n/a | | n/a |
| — |
| | 2,166 |
| (1) | — |
| | $ | 27.43 |
| | 2/17/2021 | | n/a |
| | n/a |
| | n/a | | n/a |
| n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a | | 2,600 |
| (3) | $ | 101,712 |
| | n/a | | n/a |
| n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a | | 2,700 |
| (4) | $ | 105,624 |
| | n/a | | n/a |
| n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a | | 5,120 |
| (5) | $ | 200,294 |
| | n/a | | n/a |
| n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a | | 6,400 |
| (6) | $ | 250,368 |
| | n/a | | n/a |
Gerard Nadeau | | 6,500 |
| | — |
| | — |
| | $ | 34.18 |
| | 12/9/2014 | | n/a |
| | n/a |
| | n/a | | n/a |
| 5,000 |
| | — |
| | — |
| | $ | 33.00 |
| | 2/15/2017 | | n/a |
| | n/a |
| | n/a | | n/a |
| 10,000 |
| | — |
| | — |
| | $ | 29.38 |
| | 7/19/2017 | | n/a |
| | n/a |
| | n/a | | n/a |
| 15,000 |
| | — |
|
| — |
| | $ | 28.27 |
| | 2/14/2018 | | n/a |
| | n/a |
| | n/a | | n/a |
| 4,334 |
| | 2,166 |
| (1) | — |
| | $ | 27.43 |
| | 2/17/2021 | | n/a |
| | n/a |
| | n/a | | n/a |
| n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a | | 2,600 |
| (3) | $ | 101,712 |
| | n/a | | n/a |
| n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a | | 2,700 |
| (4) | $ | 105,624 |
| | n/a | | n/a |
| n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a | | 5,120 |
| (5) | $ | 200,294 |
| | n/a | | n/a |
| n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a | | 6,400 |
| (6) | $ | 250,368 |
| | n/a | | n/a |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Option Awards | | Stock Awards |
| | | | | | | | | | | | | | | | Equity | | Equity |
| | | | | | Equity | | | | | | | | | | Incentive | | Incentive |
| | | | | | Incentive | | | | | | | | | | Plan Awards: | | Plan Awards: |
| | | | | | Plan Awards: | | | | | | | | Market | | Number of | | Market or |
| | Number of | | Number of | | Number of | | | | | | Number of | | Value of | | Unearned | | Payout Value |
| | Securities | | Securities | | Securities | | | | | | Shares | | Shares | | Shares, | | of Unearned |
| | Underlying | | Underlying | | Underlying | | Option | | | | or Units | | or Units | | Units or | | Shares, Units |
| | Unexercised | | Unexercised | | Unexercised | | Exercise | | Option | | of Stock | | of Stock | | Other Rights | | or Other Rights |
| | Options | | Options | | Unearned | | Price | | Expiration | | That Have | | That Have | | That Have | | That Have |
Name | | Exercisable | | Unexercisable | | Options | | ($/SH) | | Date | | Not Vested | | Not Vested | | Not Vested | | Not Vested |
(a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) | | (j) |
Edward F. Jankowski | | 7,500 |
| | — |
| | — |
| | $ | 34.18 |
| | 12/9/2014 | | n/a |
| | n/a |
| | n/a | | n/a |
| 5,000 |
| | — |
| | — |
| | $ | 33.00 |
| | 2/15/2017 | | n/a |
| | n/a |
| | n/a | | n/a |
| 2,334 |
| | 1,166 |
| (1) | — |
| | $ | 27.43 |
| | 2/17/2021 | | n/a |
| | n/a |
| | n/a | | n/a |
| n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a | | 1,400 |
| (3) | $ | 54,768 |
| | n/a | | n/a |
| n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a | | 1,500 |
| (4) | $ | 58,680 |
| | n/a | | n/a |
| n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a | | 3,040 |
| (5) | $ | 118,925 |
| | n/a | | n/a |
| n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a | | 3,800 |
| (6) | $ | 148,656 |
| | n/a | | n/a |
| | | | | | | | | | | | | | | | | | |
(1) This option grant vests evenly over a three-year period beginning on February 17, 2011. These remaining unvested options vested on February 17, 2014. |
(2) This option grant vests evenly over a three-year period beginning on February 10, 2011. These remaining unvested options vested on February 10, 2014. |
(3) This stock award vests evenly over the five-year period beginning May 21, 2009. These remaining unvested shares will vest on May 21, 2014. |
(4) This stock award vests evenly over a five-year period beginning on February 17, 2011. These remaining unvested shares will vest evenly on each of February 17, 2014, 2015, and 2016. |
(5) This stock award vests evenly over the five-year period beginning February 16, 2012. These remaining shares will vest evenly on each of February 16, 2014, 2015, 2016, and 2017. |
(6) This stock award vests evenly over the five-year period beginning February 14, 2013. These remaining unvested shares will vest evenly on each of February 14, 2014, 2015, 2016, 2017, and 2018. |
(7) This stock award vests evenly over the five-year period beginning February 27, 2009. These remaining shares vested on February 27, 2014. |
(8) This stock award vests evenly over the five-year period beginning February 10, 2011. These remaining unvested shares will vest evenly on each of February 10, 2014, 2015 and 2016. |
OPTION EXERCISES AND STOCK VESTED
The following table sets forth information with respect to the aggregate amount of options exercised and stock awards vesting during the last fiscal year and the value realized thereon.thereon:
| | | | | | | | | | | | | | | | |
| | Option Awards | | | | |
| | Number of Shares
| | | | Stock Awards |
| | Acquired on
| | Value Realized
| | Number of Shares
| | Value Realized
|
| | Exercise
| | Upon Exercise
| | Acquired on Vesting
| | on Vesting
|
Name
| | (#)
| | ($)
| | (#)
| | ($)
|
(a) | | (b) | | (c) | | (b) | | (e) |
|
Christopher Oddleifson, CEO | | | — | | | $ | — | | | | 6,600 | | | $ | 162,162 | |
Denis K. Sheahan, CFO | | | 7,000 | | | $ | 111,431 | | | | 2,600 | | | $ | 63,882 | |
Jane L. Lundquist, EVP | | | — | | | $ | — | | | | 2,600 | | | $ | 63,882 | |
Gerard F. Nadeau, EVP | | | 4,675 | | | $ | 56,421 | | | | 2,600 | | | $ | 63,882 | |
Edward H. Seksay, General Counsel | | | — | | | $ | — | | | | 1,400 | | | $ | 34,398 | |
|
| | | | | | | | | | | | | | |
| | | | | | | | |
| | Option Awards | | Stock Awards |
| | Number of Shares | | | | Number of Shares | | |
| | Acquired on | | Value Realized | | Acquired on | | Value Realized |
Name | | Exercise | | Upon Exercise | | Vesting | | on Vesting |
(a) | | (b) | | (c) | | (b) | | (e) |
| | | | | | | | |
Christopher Oddleifson | | 26,650 |
| | $ | 208,981 |
| | 19,366 |
| | $ | 616,932 |
|
Robert Cozzone | | 4,850 |
| | $ | 16,517 |
| | 2,700 |
| | $ | 84,388 |
|
Denis Sheahan | | 8,300 |
| | $ | 34,943 |
| | 7,280 |
| | $ | 232,130 |
|
Jane Lundquist | | 7,896 |
| | $ | 72,948 |
| | 7,280 |
| | $ | 232,130 |
|
Gerard Nadeau | | 3,850 |
| | $ | 24,332 |
| | 7,280 |
| | $ | 232,130 |
|
Edward Jankowski | | 14,150 |
| | $ | 90,398 |
| | 3,993 |
| | $ | 127,287 |
|
Pension Benefits
PENSION BENEFITS
The following table provides details of the present value of the accumulated benefit and years of credited service for the named executive officers and under the Company’s qualified and non-qualified retirement programs.
The Rockland Trust SERP Participation Agreements provide for an annual benefit payable at age 65 to the executive upon termination of employment at age 62 or later. Should the executive terminate employment prior to age 62, the benefit is prorated based on the executive’sexecutive's benefit service as of employment termination relative to the executive’sexecutive's projected benefit service at age 65. The accumulated benefit shown in the table has been calculated assuming the executive terminated employment as of the date of disclosure.December 31, 2013. The present value of accumulated benefit has been calculated assuming the executive will remain in service untilstart receiving his or her pension at age 65, the age at which retirement may occur without any reduction in benefits, and that the benefit is payable as a life annuity.65. The assumptions used for the Rockland SERP are those required under U.S. GAAP, including a discount rate of 5.54% and4.95% which is based on the investment yield of high quality corporate bonds available in the market place as determined by the Citigroup Pension Liability Index as well as post-retirement mortality according to the RP2000 Annuity Mortality Table.Table with projected mortality improvements from 2000 to 2020 using Projection Scale AA. The discount rate used for computing the Defined Benefit Plan present value of accumulated benefit is 5.54%.6.28%, which is based on the 24 month segment rate as published by the IRS adjusted for the 25 year average segment rate in accordance with the 2012 Moving Ahead for Progress in the 21st Century Act.
The following table provides details of the present value of the accumulated benefit and years of credited service for the named executive officers under the Company's qualified and non-qualified retirement programs as of December 31, 2013:
| | | | | | | | | | | | | | |
| | | | Number of Years
| | | Present Value of
| | | Payments During
| |
| | Plan
| | Credited Service
| | | Accumulated Benefit
| | | Last Fiscal Year
| |
Name
| | Name
| | (#)
| | | ($)
| | | ($)
| |
(a) | | (b) | | (c) | | | (d) | | | (e) | |
|
Christopher Oddleifson CEO | | Defined Benefit Plan | | | 2.417 | | | | 53,000 | | | | — | |
| | Rockland SERP | | | 6.917 | | | | 1,025,335 | | | | — | |
Denis K. Sheahan CFO | | Defined Benefit Plan | | | 8.917 | | | | 130,000 | | | | — | |
| | Rockland SERP | | | 14.417 | | | | 471,830 | | | | — | |
Gerard F. Nadeau EVP | | Defined Benefit Plan | | | 22.500 | | | | 363,000 | | | | — | |
| | Rockland SERP | | | 26.500 | | | | 656,192 | | | | — | |
Jane L. Lundquist EVP | | Defined Benefit Plan | | | 0.917 | | | | 27,000 | | | | — | |
| | Rockland SERP | | | 5.750 | | | | 224,873 | | | | — | |
Edward H. Seksay General Counsel | | Defined Benefit Plan | | | 4.917 | | | | 105,000 | | | | — | |
| | Rockland SERP | | | 9.417 | | | | 322,863 | | | | — | |
|
| | | | | | | | | | | | | |
| | | | | | Present Value of | | |
| | Plan | | Number of Years | | Accumulated | | Payments During |
Name | | Name | | Credited Service | | Benefit | | Last Fiscal Year |
(a) | | (b) | | (c) | | (d) | | (e) |
| | | | | | | | |
Christopher Oddleifson | | Defined Benefit Plan | | 2.417 |
| | $ | 68,000 |
| | $ | — |
|
| | Rockland SERP | | 9.917 |
| | $ | 1,924,547 |
| | $ | �� |
|
Robert Cozzone | | Defined Benefit Plan | | 6.667 |
| | $ | 53,000 |
| | $ | — |
|
| | Rockland SERP | | n/a |
| | n/a |
| | $ | — |
|
Denis Sheahan | | Defined Benefit Plan | | 8.917 |
| | $ | 169,000 |
| | $ | — |
|
| | Rockland SERP | | 17.417 |
| | $ | 775,021 |
| | $ | — |
|
Gerard Nadeau | | Defined Benefit Plan | | 22.500 |
| | $ | 461,000 |
| | $ | — |
|
| | Rockland SERP | | 29.500 |
| | $ | 958,999 |
| | $ | — |
|
Jane Lundquist | | Defined Benefit Plan | | 0.917 |
| | $ | 34,000 |
| | $ | — |
|
| | Rockland SERP | | 8.750 |
| | $ | 436,065 |
| | $ | — |
|
Edward Jankowski | | Defined Benefit Plan | | 4.583 |
| | $ | 133,000 |
| | $ | — |
|
| | Rockland SERP | | 12.083 |
| | $ | 490,340 |
| | $ | — |
|
Deferred Compensation
Rockland Trust does not sponsor nonqualified deferred compensation programs for its executives. A table regarding nonqualified deferred compensation is therefore omitted.
37
STOCK OWNERSHIP AND OTHER MATTERS
Common Stock Beneficially Owned by any Entity with 5% or More of Common Stock and Owned by Directors and Executive Officers
The following table sets forth the beneficial ownership of the Common Stock as of January 31, 2011,2014, with respect to (i) any person or entity who is known to the Company to be the beneficial owner of more than 5% of the Common Stock, (ii) each director, (iii) each of the named executive officers, and (iv) all directors and all executive officers of the Company as a group:
| | | | | | | | |
| | Amount and
| | |
| | Nature of
| | |
| | Beneficial
| | Percent
|
Name of Beneficial Owner | | Ownership | | of Class(1) |
|
BlackRock, Inc. Park Avenue Plaza 55 East 52nd Street New York, NY 10055 | | | 1,739,150 | (2) | | | 8.20 | % |
Donna L. Abelli | | | 9,945 | | | | ** | |
Richard S. Anderson | | | 44,016 | | | | ** | |
William P. Bissonnette | | | 18,782 | (3) | | | ** | |
Benjamin A. Gilmore, II | | | 19,684 | (4) | | | ** | |
Kevin J. Jones | | | 106,083 | (5) | | | ** | |
Jane L. Lundquist | | | 78,577 | | | | ** | |
Eileen C. Miskell | | | 24,851 | (6) | | | ** | |
Gerard Nadeau | | | 73,458 | (7) | | | ** | |
Daniel F. O’Brien | | | 22,458 | | | | ** | |
Christopher Oddleifson | | | 242,700 | | | | 1.13 | % |
Carl Ribeiro | | | 19,731 | (8) | | | ** | |
Edward H. Seksay | | | 51,620 | | | | ** | |
Richard H. Sgarzi | | | 120,962 | | | | ** | |
Denis K. Sheahan | | | 120,813 | (9) | | | ** | |
John H. Spurr, Jr. | | | 342,396 | (10) | | | 1.61 | % |
Robert D. Sullivan | | | 30,636 | (11) | | | ** | |
Brian S. Tedeschi | | | 46,217 | | | | ** | |
Thomas J. Teuten | | | 325,042 | (12) | | | 1.53 | % |
Thomas R. Venables | | | 78,142 | (13) | | | ** | |
Directors and executive officers as a group (21 Individuals) | | | 1,605,498 | (14) | | | 7.36 | % |
|
| | | | | | |
| | Amount and | | |
| | Nature of | | |
| | Beneficial | | Percent |
Name of Beneficial Owner | | Ownership | | of Class (1) |
| | | | |
BlackRock, Inc. | | 2,123,113 |
| (2) | 9.24 | % |
40 East 52nd Street | | | | |
New York, NY 10022 | | | | |
The Vanguard Group, Inc | | 1,414,174 |
| (2) | 6.15 | % |
100 Vanguard Blvd. | | | | |
Malvern, PA 19355 | | | | |
Ameriprise Financial, Inc. | | 1,175,531 |
| (2) | 5.15 | % |
145 Ameriprise Financial Center | | | | |
Minneapolis, MN 55474 | | | | |
Donna L. Abelli | | 13,344 |
| | ** |
|
Richard S. Anderson | | 48,110 |
| | ** |
|
William P. Bissonnette | | 18,231 |
| (3) | ** |
|
Robert Cozzone | | 28,406 |
| | ** |
|
Benjamin A. Gilmore, II | | 22,384 |
| (4) | ** |
|
Edward F. Jankowski | | 27,860 |
| | ** |
|
Kevin J. Jones | | 118,935 |
| (5) | ** |
|
Jane L. Lundquist | | 82,413 |
| | ** |
|
Eileen C. Miskell | | 26,283 |
| | ** |
|
John J. Morrissey |
| 6,705 |
|
| ** |
|
Gerard Nadeau | | 79,151 |
| (6) | ** |
|
Daniel F. O'Brien | | 28,907 |
| | ** |
|
Christopher Oddleifson | | 213,677 |
| | ** |
|
Carl Ribeiro | | 22,971 |
| (7) | ** |
|
Richard H. Sgarzi | | 51,070 |
| | ** |
|
Denis K. Sheahan | | 94,300 |
| (8) | ** |
|
John H. Spurr, Jr. | | 142,746 |
| (9) | ** |
|
Robert D. Sullivan | | 33,458 |
| (10) | ** |
|
Brian S. Tedeschi | | 43,867 |
| | ** |
|
Thomas R. Venables | | 31,718 |
| (11) | ** |
|
Directors and executive officers as a group (23 Individuals) | | 1,240,303 |
| (12) | 5.12 | % |
___________
** less than one percent
| | |
** | | less than one percent |
|
(1) | | Percentages are not reflected for individuals whose holdings represent less than 1%. The information contained herein is based on information provided by the respective individuals and filings pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”) as of January 31, 2011.2014. Shares are deemed to be beneficially owned by a person if he or she directly or indirectly has, or shares, (i) voting power, which includes the power to vote or to direct the voting of the shares, or (ii) investment power, which includes the power to dispose or to direct the disposition of the shares. Unless otherwise indicated, all shares are beneficially owned by the respective individuals. Shares of common stock, which are subject to stock options exercisable within 60 days of January 31, 2011,2014, are deemed to be outstanding for the purpose of computing the amount and percentage of outstanding common stock owned by such person. See section entitled “Executive Officer Information.” |
| |
(2) | | Shares owned as of December 31, 2010,2013, based upon public filings with the SEC. |
| |
(3) | | Includes 3,6184,818 shares owned jointly by Mr. Bissonnette and his spouse in broker name. |
| |
(4) | | Includes 943984 shares owned by Mr. Gilmore and his spouse, jointly and 698762 shares owned by his wife, individually. Mr. Gilmore shares voting and investment power with respect to such shares. |
38
| | |
(5) | | Includes 8,39916,000 shares owned by Mr. Jones’Jones and his spouse, jointly, 9,159 shares owned by Mr. Jones' wife, individually, 10,000 shares held in the name of Kevin J. Jones & Frances Jones, Trustees, Brian Jones Irrevocable Trust; 10,000 shares held in the name of Kevin J. Jones & Frances Jones, Trustees, Mark Jones Irrevocable Trust, and 10,000 shares held in the name of Kevin J. Jones & Frances Jones, Trustees, Sean Jones Irrevocable Trust; 5,000 shares owned by Plumbers’Plumbers' Supply Company, of which Mr. Jones is Treasurer. Mr. Jones shares voting and investment power with respect to such shares |
| |
(6) | | Includes 7,605 shares owned jointly by Ms. Miskell and her spouse in broker name, and 3,232 shares owned by The Wood Lumber Company in broker name, of which Ms. Miskell is Treasurer. Ms. Miskell shares voting and investment power with respect to such shares |
|
(7) | | Includes 80017,855 shares owned jointly by Mr. Nadeau and his spouse in broker name and 354386 shares owned by children on which Mr. Nadeau has custodial powers. |
| |
(8)(7) | | Includes 3,7063,950 shares held in broker name for benefit of Mr. Ribeiro’sRibeiro's spouse. |
| |
|
(9) | (8) | Includes 15,15517,763 shares owned jointly by Mr. Sheahan and his spouse in broker name, includes 1,3102,951 shares held in Mr. Sheahan’sSheahan's name as custodian for his children. |
| |
(10) | (9) | Includes 12,995 shares held in various trusts, as to which Mr. Spurr is a trustee and, as such, has voting and investment power with respect to such shares. Includes 1,9041,295 shares held in the name of John H. Spurr, Jr. 1988 Trust, on which Mr. Spurr is a Trustee and Life Beneficiary. Includes 663662 shares owned by Mr. Spurr’sSpurr's wife, individually, and 300,613100,000 shares owned of record by A. W. Perry Security Corporation, of which Mr. Spurr is President. |
| |
(11) | (10) | Includes 4,3335,370 shares owned jointly by Mr. Sullivan and his spouse in broker name and includes 18,339 shares held in various trusts, as to which Mr. Sullivan is a trustee and, as such, has voting and investment power with respect to such shares. |
| |
(12)(11) | | Includes 13,870 shares held in broker name for benefit of spouse and 300,613 shares owned of record by A.W. Perry Security Corporation of which Mr. Teuten is Chairman of the Board. Mr. Teuten shares investment and voting power with respect to such shares. |
|
(13) | | Includes 38,2659,065 shares owned jointly by Mr. Venables and his spouse in broker name. |
| |
|
(14)(12) | | This total has been adjusted to eliminate any double counting of shares beneficially owned by more than one member of the group and includes a total of 547,002389,042 shares, which the group has a right to acquire within 60 days of January 31, 20112014 through the exercise of stock options granted pursuant to the Company’sCompany's Stock Plans. |
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company’sCompany's executive officers and directors, and holders of 10% or more of the Company’sCompany's common stock, to file reports on Forms 3, 4, and 5 with the SEC to indicate ownership and changes in ownership of common stock with the SEC and to furnish the Company with copies of those reports. Based solely upon a review of the copies of those reports and any amendments thereto, the Company believes that during the year ending December 31, 20102013 filing requirements under Section 16(a) were complied with in a timely fashion, except for:as described in the following paragraph.
On August 5, 2009,In November 2013 Director Benjamin A. Gilmore, made an optional cash purchase through the Company’s Dividend Reinvestment Plan of 46II sold 750 shares of the Company’s common stock. TheDue to inadvertent error, the transaction was not reported on a Form 4 reporting this transaction, however, was not filed until June 10, 2010.approximately two weeks after the sale occurred.
On November 2, 2010, Gerard F. Nadeau, an executive officer, sold 1,000 shares of the Company’s common stock. The Form 4 reporting this transaction, however, was not filed under November 8, 2010.44
Solicitation of Proxies and Expenses of Solicitation
The proxy form accompanying this proxy statement is solicited by the Board of the Company. Proxies may be solicited by officers, directors, and regular supervisory and executive employees of the Company, none of whom will receive any additional compensation for their services. Also, Georgeson Shareholder Communications may solicit proxies at an approximate cost of $8,500 plus reasonable expenses. Such solicitations may be made personally or by mail, facsimile, telephone, telegraph, messenger, or via the Internet. The Company will pay persons holding shares of common stock in their names or in the names of nominees, but not owning such shares beneficially, such as brokerage houses, banks, and other fiduciaries, for the expense of forwarding solicitation materials to their principals. All of the costs of solicitation of proxies will be paid by the Company.
39
Annex A
INDEPENDENT BANK CORP.
SECOND AMENDED AND RESTATED 2005 EMPLOYEE STOCK PLAN
As Approved by the Board of Directors on February 10, 2005
and March 17, 201113, 2014
1.Purpose.
The purpose of this plan (the“Plan”Plan”) is to secure for Independent Bank Corp. (the“Company”Company”) and its shareholders the benefits arising from common stock ownership by employees of the Company and its subsidiary corporationssubsidiaries who are expected to contribute to the Company’s future growth and success through the granting of stock options, Stock Appreciation Rights, Restricted Stock Awards or Restricted Stock Unit Awards (as defined below)(collectively, “Awards”). Except where the context otherwise requires, the term “Company” shall include the parent and all present and future subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended or replaced from time to time (the“Code”Code”). Those provisions of the Plan which make express reference to Section 422 shall apply only to Incentive Stock Options (as that term is defined in the Plan).
| |
2. 2.Type of Options, Awards, and Administration. | Type of Options and Administration. |
(a)Types of Options.Options
. Options granted pursuant to the Planmay be either incentive stock options (“(“Incentive Stock Options”Options”) meeting the requirements of Section 422 of the Code or non-statutory options which are not intended to meet (or which no longer meet) the requirements of Section 422 of the Code (“(“Non-Statutory Options”Options”). All options shall be separately designated Incentive Stock Options or Non-Statutory Options at the time of grant, and in such form as issued pursuant to Section 5, and as separate certificate or certificates will be issued for shares purchased on exercise of each type of option.5.
(b)Administration.
(i)The Plan will be administered by the Board of Directors of the Company (the“Board of Directors”Directors”), whose construction and interpretation of the terms and provisions of the Plan shall be final and conclusive. The Board of Directors may in its sole discretion grant options to purchase shares of the Company’s Common Stock (“(“Common Stock”Stock”) and issue shares upon exercise of such options as provided in the Plan. The Board of Directors also may, in its sole discretion, grant other Awards, in the form of Stock Appreciation Rights, Restricted Stock Awards, or Restricted Stock Unit Awards, and issue shares of Common Stock in connection therewith. The Board of Directors shall have authority, subject to the express provisions of the Plan, to construe the respective option agreements (each an“Option Agreement”Agreement”) and other Award agreements (with Option Agreements and other Award agreements referred to as “Award Agreements”) representing options or other Awards issued hereunder and the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the terms and provisions of the respective OptionAward Agreements, which need not be identical, and to make all other determinations which are, in the judgment of the Board of Directors, necessary or desirable for the administration of the Plan. The Board of Directors may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any OptionAward Agreement or Restricted Stock Agreement (as defined below) in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. No director or person acting pursuant to authority delegated by the Board of Directors shall be liable for any action or determination under the Plan made in good faith.
(ii)The Board of Directors may, to the full extent permitted by or consistent with applicable laws or regulations and Section 3(b) of this Plan delegate any or all of its powers under the Plan to a committee (the“Committee”Committee”) appointed by the Board of Directors, subject to such resolutions as may be adopted from time to time by the Board of Directors not inconsistent with the provisions of the Plan, and if the Committee is so appointed all references to the Board of Directors in the Plan shall mean and relate to such Committee. Such Committee, if so appointed, shall consist of two or more Directors, each of whom is an “outside director” within the meaning of Section 162(m) of the Code and a “non-employee director” within the meaning ofRule 16b-3 (as defined below). The foregoing notwithstanding, the Board of Directors may abolish such Committee at any time and re-vest in the Board of Directors the administration of the Plan.
A-1
(c)Applicability ofRule 16b-3.16b-3
. Those provisions of the Plan which make express reference toRule 16b-3 promulgated under the Securities Exchange Act of 1934 (the“Exchange Act”Act”), or any successor rule ((““Rule 16b-3”16b-3”), or which are required in order for certain option transactions to qualify for exemption underRule 16b-3, shall apply only to such persons as are required to file reports under Section 16(a) of the Exchange Act (a“Reporting Person”Person”).
| |
3.
3.Eligibility. | Eligibility. |
(a) General.
General. Options and Restricted Stockother Awards may be granted to persons who are, at the time of grant, employees of the Company or any of its direct or indirect subsidiaries. A person who has been granted an option or Restricted Stock Award may, if he or she is otherwise eligible, be granted additional options or Restricted Stock Awards if the Board of Directors shall so determine. Options or Restricted Stock Awards may be granted separately or in any combination to any individual eligible under the Plan.
(b)Grant of Options to Officers.Officers
. The selection of an officer (as the term “officer” is defined for purposes ofRule 16b-3) as a recipient of an option,Award, the timing of the option grant,Award, the terms, conditions, exercise price of the option(if applicable) and the number of shares subject to the optionAward shall be determined in advance of any grant thereof either (i) by the Board of Directors, or (ii) by the Committee, if so appointed.
| |
4. | Stock Subject to Plan. |
4.Stock Subject to Plan.
Subject to adjustment as provided in Section 1517 below, the maximum number of shares of Common Stock which may be issued and sold under the Plan is 1,650,000 shares. Such shares may be authorized but unissued shares, reacquired shares, shares acquired in the open market specifically for distribution under the Plan, or any combination thereof. If an optionAward granted under the Plan shall expire or terminate for any reason, without having been exercised in full, the unpurchasedundelivered or forfeited shares subject to such optionthe Award shall again be available for subsequent option grantsAwards under the Plan. If shares issued upon exercise of an option under the Plan, or if shares delivered in connection with other Awards are tendered to the Company in payment of the exercise price of an option granted under the Plan, or are tendered in connection with tax withholding, then such tendered shares shall not be available for subsequent option grantsAwards under the Plan.
The number of shares of Common Stock for which optionsAwards may be granted under the Plan in any single fiscal year of the Company to any participant in the Plan shall not exceed 75,000 shares. Such limitation shall be construed and applied consistently with Section 162(m) of the Code. For purposes of the foregoing limitation, if any optionAward granted under the Plan is cancelled,canceled, the cancelled optioncanceled Award shall continue to be counted against such individual limit. If after grant, the purchase price of an optionAward granted under the Plan is modified, the transaction shall be treated as thea cancellation of the optionoriginal grant, and grant of a new option;grant; in any such case, both the optionAward that is deemed to be cancelledcanceled and the optionAward that is deemed to be granted shall be counted against such individual limit.
| |
5. | Forms of Option Agreements.Agreements. |
As a condition to the grant of an option under the Plan, each recipient of an option shall execute an Option Agreement in such form not inconsistent with the Plan as may be approved by the Board of Directors. Such Option Agreements may differ among recipients.
(a) General.
General. Subject to Section 3(b), the purchase price per share of stock deliverable upon the exercise of an option shall be determined by the Board of Directors,provided,however that in the case of an Incentive Stock Option, the exercise price shall not be less than 100% of the fair market value of such stock on the date of grant of such option, or less than 110% of such fair market value in the case of options described in Section 11(b). Notwithstanding the
A-2
foregoing, the Board of Directors may grant an Incentive Stock Option with an exercise price lower than that set forth above if such option is granted as part of a transaction to which Section 424(a) of the Code applies. Fair market value of the Common Stock shall be the mean between the following prices, as applicable, for the date as of which fair market value is to be determined as quoted inThe Wall Street Journal(or (or in such other reliable publication as the Board of Directors, in its discretion, may determine to rely upon): (i) if the Common Stock is listed on the National Association of Securities Dealers Automated Quotation System or any successor system then in use (“NASDAQ”(“NASDAQ”), the highest and lowest sales prices per share of the Common Stock for such date on the NASDAQ or (ii) if the Common Stock is not listed on such exchange,NASDAQ, the highest and lowest sales prices per share of Common Stock for such date on (or on any composite index including) the principal United States securities exchange registered under the 1934 Act on which the Common Stock is listed. If the fair market value of the Common Stock cannot be determined on the basis previously set forth in this Section 6(a) for the date as of which fair market value is to be determined, the Board of Directors shall in good faith determine the fair market value of the Common Stock on such date. Fair market value shall be determined without regard to any restriction other than a restriction which, by its terms, will never lapse. For options that are intended to be Non-Statutory Options, the exercise price thereof shall be determined in manner that is consistent with the requirements of Section 409A of the Code.
(b)Payment of Purchase Price.Price
. Options granted under the Plan may provide for the payment of the exercise price by delivery of cash or a check to the order of the Company in an amount equal to the exercise price of such options, or, to the
extent provided in the applicable Option Agreement, (i) by delivery to the Company of shares of Common Stock of the Company already owned by the optionee having a fair market value equal in amount to the exercise price of the options being exercised or (ii) by any other means which the Board of Directors determines are consistent with the purpose of the Plan and with applicable laws and regulations (including, without limitation, the provisions of Regulation T promulgated by the Federal Reserve Board). The fair market value per share of any shares of the Company’s Common Stock which may be delivered upon exercise of an option shall be the fair market value as determined in accordance with the provisions of Section 6(a) above for the day immediately preceding the date of delivery of the purchase price to the Company. The fair market value of any other non-cash consideration which may be delivered upon exercise of an option shall be determined by the Board of Directors.
7.Option Period.
Each option and all rights thereunder shall expire on such date as shall be set forth in the applicable Option Agreement, except that, in the case of an Incentive Stock Option, such date shall not be later than ten years after the date on which the option is granted (except as further limited by Section 11(b)(2) of this Plan) and, in all cases, options shall be subject to earlier termination as provided in the Plan.
8.Exercise of Options.
Each option granted hereunder may be exercisable as determined by the Board of Directors, which terms shall be set forth in the applicable OptionAward Agreement and shall otherwise be in accordance with the provisions of the Plan.
9.Nontransferability of Options.
| |
9. | Nontransferability of Options. |
Options shall not be assignable or transferable by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the life of the optionee, shall be exercisable only by the optionee; provided, however, that Non-Statutory Options may be transferred (a) pursuant to a qualified domestic relations order (as defined inRule 16b-3), (b) by will or the laws of intestacy, or (c) with the consent of the Board of Directors or the Committee, to any member of the optionee’s Family (as defined herein). “Family” shall mean an optionee’s spouse and lineal descendants by birth or adoption and trusts for the exclusive benefit of the optioneeand/or the foregoing individuals.
10.Effect of Termination of Employment or Other Relationship.
A-3
| |
10. | Effect of Termination of Employment or Other Relationship. |
Except as provided in Section 11(d) with respect to Incentive Stock Options, and subject to the provisions of the Plan, the Board of Directors shall determine the period of time during which an optionee may exercise an option following (i) the termination of the optionee’s employment or other relationship with the Company or (ii) the death or disability of the optionee. Such periods shall be set forth in the applicable Option Agreement.
11.Incentive Stock Options.
| |
11. | Incentive Stock Options. |
Options granted under the Plan which are intended to be Incentive Stock Options shall be subject to the following additional terms and conditions:
(a)Reference to Incentive Stock Options.Options
. The applicable OptionAward Agreement covering any Incentive Stock Options granted under the Plan shall, at the time of grant, indicate that Incentive Stock Options are being granted thereby.granted.
(b)10% Shareholder.Shareholder
. If any employee to whom an Incentive Stock Option is to be granted under the Plan is, at the time of the grant of such option, the owner of stock possessing more than 10% of the total combined voting power of all classes of stock of the Company (after taking into account the attribution of stock ownership rules of Section 424(d) of the Code), then the following special provisions shall be applicable to the Incentive Stock Option granted to such individual:
(i)The purchase price per share of the Common Stock subject to such Incentive Stock Option shall not be less than 110% of the fair market value of one share of Common Stock at the time of grant; and
(ii)the option exercise period shall not exceed five years from the date of grant.
To the extent required by applicable law, the provisions of this Section 11(b) shall also apply to the grant of a Non-Statutory Option granted to the owner of stock possessing more than 10% of the total combined voting power of all classes of stock of the Company (after taking into account the attribution of stock ownership rules of Section 424(d) of the Code).
(c)Dollar Limitation.Limitation
. For so long as the Code shall so provide, options granted to any employee under the Plan (and any other incentive stock option plans of the Company) which are intended to constitute Incentive Stock Options shall not constitute Incentive Stock Options to the extent that such options, in the aggregate, become exercisable for the first time in any one calendar year for shares of Common Stock with an aggregate fair market value (determined as of the respective date or dates of grant) of more than $100,000. The balance of any options granted hereunder which do not constitute Incentive Stock Options by reason of the foregoing, shall be Non-Statutory Options.
(d)Termination of Employment, Death or Disability.Disability
. No Incentive Stock Option may be exercised unless, at the time of such exercise, the optionee is, and has been continuously since the date of grant of his or her option, employed by the Company, except that:
(i)an Incentive Stock Option may be exercised, to the extent exercisable by the optionee on the date the optionee ceases to be an employee of the Company, within the period of three months after the date the optionee ceases to be an employee of the Company (or within such lesser period as may be specified in the applicable Option Agreement), provided, that the applicable Option Agreement may designate a longer exercise period and that the exercise after such three-month period shall be treated as the exercise of a Non-Statutory Option under the Plan;
(ii)if the optionee dies while in the employ of the Company, or within three months after the optionee ceases to be such an employee, an Incentive Stock Option may be exercised by a legatee or legatees of the optionee under his last will, or by his personal representatives or distributees, at any time after his death to the
A-4
expiration date of such Incentive Stock Option to the extent such Incentive Stock Option was exercisable by the optionee at the time of his death (or within such lesser period as may be specified in the applicable Option Agreement); and
(iii)if the optionee becomes disabled (within the meaning of Section 22(e) (3) of the Code or any successor provision thereto) while in the employ of the Company, an Incentive Stock Option may be exercised, to the extent exercisable by the optionee on the date the optionee ceases to be an employee by reason of such disability, within the period of one year after the date the optionee ceases to be such an employee because of such disability (or within such lesser period as may be specified in the applicable Option Agreement).
For all purposes of the Plan and any option granted hereunder, “employment” shall be defined in accordance with the provisions ofSection 1.421-7(h)(1) of the Income Tax Regulations (or any successor regulations). Notwithstanding the foregoing provisions, no option issued pursuant to the Plan, including noan Incentive Stock Option, may be exercised after its expiration date.
| |
12. 12.Stock Appreciation Rights. | Restricted Stock Awards. |
The Board of Directors, or the Committee, may issue Stock Appreciation Rights to employees, under which grantees will be entitled to receive payment, in the form of Common Stock, equal to the difference between the fair market value of a share of Common Stock on the date of exercise of the Stock Appreciation Right over the exercise price of the Stock Appreciation Right, multiplied by the number of Stock Appreciation Rights being exercised. The exercise price for a Stock Appreciation Right shall be no less than fair market value of a share of Common Stock on the date of grant, determined in accordance with Section 409A of the Code. Each Stock Appreciation Right issued shall be subject to such terms and conditions as are set by the Board of Directors or Committee, and shall be set forth in the applicable Award Agreement. Upon the exercise of a Stock Appreciation Right, any right to a partial share of Common Stock shall be converted to and delivered in the form of cash.
13.Restricted Stock Awards.
(a) General.
General. Employees may be granted rights to purchase Restricted Shares (as defined below) of Common Stock(“Restricted Stock Awards”) pursuant to a restricted stock purchase agreement (“(“Restricted Stock Agreement”Agreement”), either alone, in addition to, or in tandem with options granted under the Planand/or other benefits or awards made outside of the Plan. After the Board of Directors determines that it will offer a Restricted Stock Award under the Plan, the Company shall advise the employee in writing of the terms, conditions and restrictions related to the offer, including the number of shares of Common Stock subject to the Restricted Stock Award, the purchase price (if any) and the terms and conditions of the Repurchase Right (as defined below) applicable thereto, and the time within which such employee must accept such offer. Each Restricted Stock Award, and the acceptance of the terms thereof by the Company and the employee, shall be evidenced by a Restricted Stock Agreement. Each Restricted Stock Agreement shall contain such terms, provisions and conditions not inconsistent with the Plan as may be determined by the Board of Directors, in its sole discretion. Restricted Stock Awards may be granted as Time Vesting Restricted Stock Awards (as defined below) or Performance Vesting Restricted Stock Awards (as defined below).
(b)Time Vesting Restricted Stock Awards.Awards
. The Board of Directors or the Committee, if so appointed, may provide that shares of Common Stock issued to an employee in connection with a Restricted Stock Award shall not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except as set forth in the Plan, for such period beginning on the date on which such Restricted Stock Award is granted and ending on the date that is the third anniversary of such grant, or for any greater period of time as the Board of Directors or the Committee, if so appointed, shall determine (the“Time Vesting Restricted Period”Period”). Restricted Stock Awards that contain the restrictions set forth in this Section 12(b)13(b) of the Plan are referred to as“Time Vesting Restricted Stock Awards”Awards”.
(c)Performance Vesting Restricted Stock Awards.Awards
. The Board of Directors, or the Committee, if so appointed, may provide that shares of Common Stock issued to an employee in connection with a Restricted Stock Award may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except as set forth in the Plan, for such period beginning on the date on which such Restricted Stock Award is granted and ending on the date that is the first anniversary of such grant, or for any greater period of time as the Board of Directors or the Committee, if so appointed, shall determine (the“Performance Vesting Restricted Period”Period”) and that the Performance Vesting Restricted Period applicable to such Restricted Stock Award shall lapse (if at all) only if certain preestablished objectives are attained. Performance goals may be based on any of the following criteria: (i) earnings or earnings per share, (ii) return on equity, (iii) return on assets, (iv) revenues, (v) expenses, (vi) one or more operating ratios, (vii) stock price, (viii) shareholder return, (ix) market share, (x) charge-offs, (xi) credit quality, (xii) reductions in non-performing assets, (xiii) customer satisfaction measures, (xiv) the accomplishment of mergers, acquisitions, dispositions or
A-5
similar extraordinary business transactions, (xv) cash flow, (xvi) division, department, unit or group performance, (xvii) business plan performance, (xviii) product performance and (xix) such other restrictions and conditions as the Board of Directors, or the Committee, if so appointed, deems appropriate (collectively, the“Performance Objectives”Objectives”). The Board of Directors or the Committee, if so appointed, shall establish one or more Performance Objective goals for each such Restricted Stock Award on the date of grant. The Performance Objective goals selected in any case need not be applicable across the Company, but may be particular to an individual’s function or business unit. The Performance Objective goals may include positive results, maintaining the status quo, or limiting economic losses. The Board of Directors or the Committee, if so appointed, shall determine whether such Performance Objective goals are attained and such determination shall be final and conclusive. In the event that the Performance Objective goals are not met, such Restricted Stock shall be forfeited and transferred to, and reacquired by, the Company at no cost to the Company. Restricted Stock Awards that only contain the restrictions set forth in this Section 12(c)13(c) of the Plan are referred to as“Performance Vesting Restricted Stock Awards”Awards”. Performance Vesting Restricted Stock Awards are intended to qualify as performance-based for the purposes of Section 162(m) of the Code.
| |
13. | Repurchase Rights and Restricted Shares. |
(a)14.Restricted Stock Unit Awards.
The Board of Directors may issue Restricted Stock Units to employees, under which grantees will be entitled to receive a share of Common Stock at a future date. Each OptionRestricted Stock Unit issued by the Board of Directors shall be subject to such terms and conditions as are set by the Board of Directors, including the attainment of time vesting criteria and/or Performance Objectives, as defined above, and shall be set forth in the applicable Award Agreement. Restricted Stock Units are contractual rights only, and no Common Stock will be issued unless and until the terms and conditions set by the Board of Directors or Committee are obtained. Restricted Stock Units do not carry voting rights, and, unless otherwise determined in the Award Agreement, do not carry dividend rights. The Board of Directors, or the Committee, may design and intend Restricted Stock Units to comply with Section 162(m) of the Code.
15.Repurchase Rights and Restricted Shares.
(a)Each Award Agreement may, and, unless the Board of Directors determines otherwise, each Restricted Stock Agreement shall, grant the Company a right of repurchase(“Repurchase Right”) exercisable upon the termination of the employee’s continuous employment with the Company for any reason (including death or disability) or upon the failure to satisfy any Performance Objective goals or other conditions specified in the applicable Option Agreement or Restricted StockAward Agreement. The Repurchase Right shall lapse upon such conditions or at such rate as the Board of Directors may determine and as shall be set forth in the applicable Option Agreement or Restricted StockAward Agreement. Shares of Common Stock issued pursuant to exercise of an OptionAward Agreement or a Restricted Stock Award and subject to a Repurchase Right (the“Restricted Shares”Shares”) may not be sold, assigned, transferred, pledged or otherwise disposed of, except by will or the laws of descent and distribution, or as otherwise determined by the Board of Directors and set forth in the applicable Option Agreement or Restricted StockAward Agreement. Any attempt to dispose of Restricted Shares in contravention of the Repurchase Right shall be null and void and without effect.
(b)The per share purchase price for Restricted Shares repurchased pursuant to a Repurchase Right shall be the purchase price paid by the employee for such Restricted Shares, and may be paid by cancellation of any indebtedness of the employee to the Company. Notwithstanding the foregoing, the applicable Option Agreement or Restricted StockAward Agreement may provide that the per share purchase price for Restricted Shares repurchased pursuant to a Repurchase Right shall be less than the purchase price for such
shares if the employee’s continuous employment is terminated by the Company or an affiliate for Cause (as defined in the applicable Option Agreement or Restricted StockAward Agreement).
(c)Each certificate for Restricted Shares shall bear an appropriate legend referring to the Repurchase Right, together with any other applicable legends, and, upon issuance, shall be deposited by the shareholder with the Company together with a stock power and such other instruments of transfer as may be reasonably requested by the Company, duly endorsed in blank, if appropriate;provided, however, that the failure of the Company or its transfer agent to place such a legend on a certificate for Restricted Shares shall have no effect on the Repurchase Right applicable to such shares. If the Company does not exercise the Repurchase Right within the time and in the manner specified in the applicable Option Agreement or Restricted StockAward Agreement, such Repurchase Right shall terminate and be of no further force and effect.
(d)The Board of Directors may, in its sole discretion, waive the Company’s Repurchase Right applicable to any Restricted Shares. Such waiver shall result in the immediate vesting of the employee’s interest in the Restricted Shares as to which the waiver applies. Such waiver may be effected at any time, whether before or after the termination of the Participant’s continuous Status as an employee of the Company or the attainment or non-attainment of the applicable conditions.
A-6
| |
14. | Additional Provisions. |
16.Additional Provisions.
(a)Additional Option Provisions.Provisions
. The Board of Directors may, in its sole discretion, include additional provisions in any Option Agreements covering options granted under the Plan, including without limitation restrictions on transfer, or such other provisions as shall be determined by the Board of Directors;providedthat such additional provisions shall not be inconsistent with any other term or condition of the Plan and such additional provisions shall not cause any Incentive Stock Option granted under the Plan to fail to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code.Code, unless the Board of Directors specifically determines otherwise.
(b)Acceleration, Extension, Etc.Etc
. The Board of Directors may, in its sole discretion, (i) accelerate the date or dates on which all or any particular optionoptions or optionsStock Appreciation Rights granted under the Plan may be exercised or (ii) extend the dates during which all or any particular option or options granted under the Plan may be exercised. The Board of Directors may waive any and all vesting provisions with respect to Restricted Stock Awards and Restricted Stock Unit Awards, except that no such waiver shall apply with respect to Awards that are intended to be performance-based compensation under Section 162(m) of the Code, if such a waiver would cause such Award to not be performance-based compensation under Section 162(m) of the Code.
(c) Repricing.
Repricing. The Board of Directors or the Committee, if so appointed, shall not, without further approval of the shareholders of the Company, (i) authorize the amendment of any outstanding Option Agreement or Restricted StockAward Agreement to reduce the exercise price of the option or Restricted Stock Award evidenced thereby or (ii) issue a replacement Option Agreement or Restricted StockAward Agreement upon the surrender and cancellation of a previously granted Option Agreement or Restricted StockAward Agreement for the purpose of reducing the exercise price of the option or Restricted Stock Award evidenced thereby. Nothing contained in this section shall affect the Committee’s right to make the adjustment permitted under Section 17.19.
| |
15. | General Restrictions. |
17.General Restrictions.
(a)Investment Representations.Representations
. The Company may require any person to whom an option or Stock Appreciation Right is granted, as a condition of exercising such option, to give written assurances in substance and form satisfactory to the Company to the effect that such person is acquiring the Common Stock subject to the option for his or her own account for investment and not with any present intention of selling or otherwise distributing the same, and to such other effects as the Company deems necessary or appropriate in order to comply with federal and applicable state securities laws, or with covenants or representations made by the Company in connection with any public offering of its Common Stock.
(b)Compliance With Securities Laws.Laws
. Each option shall be subject to the requirement that if, at any time, counsel to the Company shall determine that the listing, registration or qualification of the shares subject to such option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, or that the disclosure of non-public information or the satisfaction of any other condition is necessary as a condition of, or in connection with, the issuance or purchase of shares thereunder, such option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval, or satisfaction of such condition shall have been effected or obtained on conditions acceptable to the Board of Directors. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration or qualification, or to satisfy such condition.
| |
16. | Rights as a Shareholder. |
18.Rights as a Shareholder.
The holder of an option shall have no rights as a shareholder with respect to any shares covered by the option (including, without limitation, any rights to receive dividends or non-cash distributions with respect to such shares) until the date of issue of a stock certificate to him or her for such shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.
A-7
The holder of a Restricted Stock Award shall have any and all rightrights of a shareholder with respect to the shares covered by such Restricted Stock Award, subject to the restrictions set forth in this Plan and the Restricted Stock Agreement under which it was granted. SuchExcept as set forth in the applicable Restricted Stock Agreement, such rights include, without limitation, any rights to receive dividends or non-cash distribution with respect to such shares and the right to vote such shares at any meeting of the Company’s shareholders.
| |
17. 19. | Adjustment Provisions for Recapitalizations and Related Transactions.Transactions. |
(a) General.
General. If, through or as a result of any merger, consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction, (i) the outstanding shares of Common Stock are increased, decreased or exchanged for a different number or kind of shares or other securities of the Company, or (ii) additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Common Stock or other securities, an appropriate and proportionate adjustment may be made in (1) the maximum number and kind of shares reserved for issuance under the Plan, (2) the number and kind of shares or other securities subject to any then outstanding options under the Plan, (3) the price for each share subject to any then outstanding options under the Plan, and (4) the individual limit set forth in Section 4, without changing the aggregate purchase price as to which such options remain exercisable. Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 1719 if such adjustment would cause the Plan to fail to comply with Section 422 of the Code.
(b)Board Authority to Make Adjustments.Adjustments
. Any adjustments under this Section 1719 shall be made by the Board of Directors, whose determination as to such adjustments, if any, shall be final, binding and conclusive. No fractional shares will be issued under the Plan on account of any such adjustments.
| |
18. | Merger, Consolidation, Asset Sale, Liquidation, etc. |
20.Merger, Consolidation, Asset Sale, Liquidation, etc.
(a) General.
General. In the event of a consolidation or merger or sale of all or substantially all of the assets of the Company in which outstanding shares of Common Stock are exchanged for securities, cash or other property of any other corporation or business entity or in the event of a liquidation of the Company, the Board of Directors of the Company, or the board of directors of any corporation assuming the obligations of the Company, may, in its discretion, take any one or more of the following actions, as to outstanding options: (i) provide that such options shall be assumed, or equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof),provided that any such options substituted for Incentive Stock options shall meet the requirements of Section 424(a) of the Code, (ii) upon written notice to the optionees, provide that all unexercised options will terminate immediately prior to the consummation of such transaction unless exercised by the optionee within a specified period following the date of such notice, (iii) in the event of a merger under the terms of which holders of the Common Stock of the Company will receive upon consummation thereof a cash payment for each share surrendered in the merger (the“Merger Price”Price”), make or provide for a cash payment to the optionees equal to the difference between (A) the Merger Price times the number of shares of Common Stock subject to such outstanding options (to the extent then exercisable at prices not in excess of the Merger Price), and (B) the aggregate exercise price of all such outstanding options in exchange for the termination of such options, and (iv) provide that all or any outstanding options shall become exercisable in full immediately prior to such event. The Board of Directors shall have the same discretion with respect to Stock Appreciation Rights.
(b)Substitute Options.Options
. The Company may grant options under the Plan in substitution for options held by employees of another corporation who become employees of the Company, or a subsidiary of the Company, as the result of a merger or consolidation of the employing corporation with the Company or a subsidiary of the Company, or as a result of the acquisition by the Company, or one of its subsidiaries, of property or stock of the employing corporation. The
A-8
substitute options may be granted on such terms and conditions as the Board of Directors considers appropriate in the circumstances.
| |
19. | No Special Employment Rights. |
21.No Special Employment Rights.
Nothing contained in the Plan or in any Option Agreement or Restricted StockAward Agreement shall confer upon any individual any right with respect to the continuation of his or her employment by the Company or interfere in any way with the right of the Company at any time to terminate such employment or to increase or decrease the compensation of the optionee.grantee.
22.Other Employee Benefits.
| |
20. | Other Employee Benefits. |
Except as to plans which by their terms include such amounts as compensation, the amount of any compensation deemed to be received by an employee as a result of the exercise of an option or the sale or delivery of shares received upon such exerciseCommon Stock under any Awards granted under this plan will not constitute compensation with respect to which any other employee benefits of such employee are determined, including, without limitation, benefits under any bonus, pension, profit-sharing, life insurance or salary continuation plan, except as otherwise specifically determined by the Board of Directors.
| |
21. 23.Amendment of the Plan. | Amendment of the Plan. |
(a)The Board of Directors may at any time, and from time to time, modify or amend the Plan in any respect, except that if at any time the approval of the shareholders of the Company is required under Section 422 of the Code or any successor provision with respect to Incentive Stock Options, underRule 16b-3, or under National Association of Securities Dealers Rule 4350(i)(1)(A), the Board of Directors may not effect such modification or amendment without such approval.
(b)The termination or any modification or amendment of the Plan shall not, without the consent of an optionee,Award recipient, affect his or her rights under an optionAward previously granted to him or her.granted. With the consent of the optioneegrantee affected, the Board of Directors may amend outstanding OptionAward Agreements in a manner not inconsistent with the Plan. The Board of Directors shall have the right to amend or modify (i) the terms and provisions of the Plan and of any outstanding Incentive Stock Options granted under the Plan to the extent necessary to qualify any or all such options for such favorable federal income tax treatment (including deferral of taxation upon exercise) as may be afforded incentive stock options under Section 422 of the Code and (ii) the terms and provisions of the Plan and of any outstanding OptionAward Agreement to the extent necessary to ensure the qualification of the Plan underRule 16b-3.
(c)Notwithstanding any other provisions of this Plan, the Board of Directors may not materially alter the Plan without shareholder approval, including by increasing the benefits accrued to participants under the Plan; increasing the number of securities which may be issued under the Plan; modifying the requirements for participation under the Plan; or including a provisions allowing the Board of Directors to lapse or waive restrictions contained in the Plan at its discretion.
24.Withholding.
(a)The Company shall deduct from payments of any kind otherwise due to the optioneeAward recipient any federal, state or local taxes of any kind required by law to be withheld with respect to any shares issued upon exercise of optionsdelivered under Awards granted under the Plan. Subject to the prior approval of the Company, which may be withheld by the Company in its sole discretion, the optioneegrantee may elect to satisfy such obligations, in whole or in part, (i) by causing the Company to withhold shares of Common Stock otherwise issuable pursuant to the exercise of an option or satisfaction of the Award or (ii) by delivering to the Company shares of Common Stock already owned by the optionee.Award recipient. The shares so delivered or withheld shall have a fair market value equal to such withholding obligation. The fair market value of the shares used to satisfy such withholding obligation shall be determined in accordance with provisions of Section 6(a) hereofof this Plan as of the day immediately preceding the date that the amount of tax to be withheld is to be determined. An optioneeA grantee who has made an election pursuant to this Section 22(a)24(a) may only satisfy his or her withholding obligation with shares of Common Stock which are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.
A-9
(b)Notwithstanding the foregoing, in the case of a Reporting Person, no election to use shares for the payment of withholding taxes shall be effective unless made in compliance with any applicable requirements ofRule 16b-3 (unless it is intended that the transaction not qualify for exemption underRule 16b-3).
| |
23. | Cancellation and New Grant of Options, Etc. |
25.Cancellation and New Grant of Options, Etc.
Subject to Section 14(c)16(c) of this Plan and subject further to the requirements of Section 409A of the Code, the Board of Directors shall have the authority to effect, at any time and from time to time, with the consent of the affected optionees, (i) the cancellation of any or all outstanding options and Stock Appreciation Rights under the Plan and the grant in substitution therefor
of new options or Stock Appreciation Rights under the Plan covering the same or different numbers of shares of Common Stock and having an option exercise price per share (or Stock Appreciation Right exercise price) which may be lower or higher than the exercise price per share of the cancelledcanceled options or Stock Appreciation Rights or (ii) the amendment of the terms of any and all outstanding options and Stock Appreciation Rights under the Plan to provide an option exercise price per share which is higher or lower than the then-current exercise price per share of such outstanding options.
options and Stock Appreciation Rights.
| |
24. 26. | Effective Date and Duration of the Plan.Plan. |
(a)Effective Date.Date
The. This amended and restated Plan shall become effective when adopted by the Board of Directors, but no option granted under the Plan shall become exercisable unless and until the Plan shall have been approvedsubject to approval by the Company’s shareholders. If such shareholder approval is not obtained within twelve months after the date of the Board of Directors’ adoption of the Plan, options previously granted underthen the Plan shall not vestPlan’s provisions prior to amendment and shall terminate and no options shall be granted thereafter. Amendments to the Plan not requiring shareholder approval shall become effective when adoptedrestatement by the Board of Directors;Directors shall continue to apply, and any Awards that were not authorized by the Plan’s prior terms will automatically be forfeited and of no further effect as of such twelve month anniversary (except that any amendments requiring shareholder approval (as provided in Section 21) shall become effective when adoptedthat were approved by the Board of Directors but no option granted after the date of such amendment shall become exercisable (to the extent that such amendment to the Plan was required to enable the Company to grant such option to a particular person) unless and until such amendment shall have been approved by the Company’s shareholders. If suchwhich do not require shareholder approval is not obtained within twelve monthsfor purposes of Section 162(m) of the Board of Directors’ adoption of such amendment, any options granted on or after the date of such amendment shall terminate to the extent that such amendment was required to enable the Company to grant such option to a particular optionee. Subject to this limitation, options may be granted under the Plan at any time after the effective date and before the date fixed for terminationCode, Section 422 of the Plan.Code, or the rules of the stock exchange on which the Common Stock is traded, shall nevertheless remain in effect).
(b) Termination.
Termination. Unless sooner terminated in accordance with Section 18, the Plan20, no Awards shall terminate uponbe issued after the close of business on February 13, 2024, except to the day next preceding the tenth anniversaryextent that duration of the date of its adoptionPlan is subsequently extended and approved by the Board of Directors. OptionsCompany’s shareholders. Awards outstanding on suchthe termination date shall continue to have full force and effect in accordance with the provisions of the instruments evidencing such options.
A-10
| | | | | | | | | | |
| |
Parent of Rockland Trust
| | | |
| | | |
| | |
| |
| | Electronic Voting Instructions
You can vote by Internet or telephone!
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of
the two voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
|
|
| | | | | | | | Proxies submitted by the Internet or telephone must be received by
1:00 a.m., Central Time, on May 19, 2011. |
|
| | | | | | | | | | Vote by Internet
• Log on to the Internet and go to
www.envisionreports.com/INDB
• Follow the steps outlined on the secured website. |
| | | | | | | | | |
|
| | | | | | | | | | Vote by telephone
• Call toll free 1-800-652-VOTE (8683) within the USA,
US territories & Canada any time on a touch tone
telephone. There is NO CHARGE to you for the call. |
|
| Using a black ink pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas.
| | x | | | | | • Follow the instructions provided by the recorded
message. |
| | | | |
| Annual Meeting Proxy Card | |
▼IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.▼Awards.
| | |
| AProposals — The Board of Directors recommends a vote FOR all the nominees for Class III Directors listed, FOR Proposals 2 - 4,
and for 3 YRS for Proposal 5.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | + | | |
| 1. | | Reelect the following Class III Directors: | | For | | Withhold | | | | | | | | | | For | | Withhold | | | | | | For | | Withhold | | | |
| | | 01 - William P. Bissonnette | | o | | o | | 02 - Daniel F. O’Brien | | | | o | | o | | | | 03 - Christopher Oddleifson | | o | | o | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 04 - Robert D. Sullivan | | o | | o | | 05 - Brian S. Tedeschi | | | | o | | o | | | | | | | | | | | | |
| | | | | | | | | | | For | | Against | | Abstain | | | | | | | | | | | | For | | Against | | Abstain |
| 2. | | Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2011. | | | | o | | o | | o | | 3. | | Add 850,000 shares of our common stock to the shares which may be issued pursuant to our 2005 Employee Stock Plan. | | o | | o | | o |
| | | | | | | | | | | | | | | | | | | | | | | | | 1 Yr | | 2 Yrs | | 3 Yrs | | Abstain |
| 4. | | Approve, on an advisory basis, of the compensation of our named executive officers. | | | | o | | o | | o | | 5. | | Approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers. | | o | | o | | o | | o |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 6. | | Transact any other business which may properly come before the annual meeting. | | | | | | | | | | | | | | | |
| | | | | | |
| B Non-Voting Items
| | |
| |
| Change of Address — Please print new address below.
| Meeting Attendance | |
| |
| | | Mark box to the right
if you plan to attend the
Annual Meeting.
| o |
| | | | | | |
| C
| Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below |
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, please give full title as such.
| | | | | |
| Date (mm/dd/yyyy) — Please print date below. | | Signature 1 — Please keep signature within the box. | | Signature 2 — Please keep signature within the box. |
| |
| / / | | | | |
| | |
| | + |
▼IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.▼
Parent of Rockland Trust
| | | |
Proxy — INDEPENDENT BANK CORP. | | | |
THIS PROXY IS SOLICITED BY THE INDEPENDENT BANK CORP. BOARD OF DIRECTORS
The undersigned shareholder, having received a Notice of Meeting and Proxy Statement of the Board of Directors (hereinafter the “Proxy Statement”), hereby appoint(s) Linda M. Campion and Tara M. Villanova, or any one or more of them, attorneys or attorney of the undersigned (with full power of substitution in them and in each of them), for and in the name(s) of the undersigned to attend the Annual Meeting of Shareholders of Independent Bank Corp. to be held at the Holiday Inn - Rockland - Boston South, 929 Hingham Street, Rockland, Massachusetts on Thursday, May 19, 2011 at 10:00 a.m., local time, and any adjournment or adjournments thereof, and there to vote and act in regard to all powers the undersigned would possess, if personally present, and especially (but without limiting the general authorization and power hereby given) to vote and act in accordance with any voting instructions provided. Attendance at the Annual Meeting or any adjournments thereof will not be deemed to revoke this proxy unless the undersigned shall, prior to the voting of shares, give written notice to the Clerk of the Company of his or her intention to vote in person. If a fiduciary capacity is attributed to the undersigned, this proxy is signed in that capacity.
The undersigned hereby confer(s) upon Linda M. Campion and Tara M. Villanova, and each of them, discretionary authority to vote (a) on any other matters or proposals not known at the time of solicitation of this proxy which may properly come before the Annual Meeting, and (b) with respect to the selection of directors in the event any nominee for director is unable to stand for election due to death, incapacity, or other unforeseen emergency.
YOUR SHARES WILL BE VOTED AS SPECIFIED. IF YOU SIGN AND RETURN THIS FORM WITHOUT INDICATING HOW YOU WANT YOUR SHARES VOTED, THEY WILL BE VOTED FOR PROPOSALS 1 THROUGH 4, FOR 3 YEARS UNDER PROPOSAL 5, AND OTHERWISE AT THE DISCRETION OF THE PROXY HOLDERS.
CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE