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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A INFORMATION
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INDEPENDENT BANK CORP.
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![-s- Christopher Oddleifson](https://capedge.com/proxy/PRE 14A/0000950123-10-027251/b79863b7986301.gif)
President and Chief Executive Officer
Independent Bank Corp.
Rockland Trust Company
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![(MAP OF DRIVING DIRECTIONS)](https://capedge.com/proxy/PRE 14A/0000950123-10-027251/b79863b7986302.gif)
From Boston and Points North: | |||
Ø Take Route 93 South to Route 3 South | |||
Ø Take Exit 14 (Rockland, Nantasket) off Route 3 | |||
Ø At the end of the exit ramp bear right onto Hingham Street (Route 228) | |||
Ø The Holiday Inn-Rockland-Boston South is located approximately 0.4 miles on the left behind Bellas Restaurant. | |||
From Cape Cod: | |||
Ø Take Route 3 North to Exit 14 (Rockland, Nantasket) | |||
Ø At the end of the exit ramp turn left onto Hingham Street (Route 228) | |||
Ø The Holiday Inn-Rockland-Boston South is located approximately 0.7 miles on the left behind Bellas Restaurant. |
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![(INDEPENDENT BANK CORP. LOGO)](https://capedge.com/proxy/PRE 14A/0000950123-10-027251/b79863b7986300.gif)
Rockland, Massachusetts 02370
on May 20, 2010 at 10:00 a.m.
(1) | Reelect Benjamin A. Gilmore, II, Eileen C. Miskell, Carl Ribeiro, John H. Spurr, Jr. and Thomas R. Venables to serve as Class II Directors; | |
(2) | Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2010; | |
(3) | Approve the 2010 Independent Bank Corp. Non-Employee Director Stock Plan; | |
(4) | Approve Restated Articles of Organization for Independent Bank Corp., consisting of the following separate proposals: |
• | 4A — Approve provisions to increase the amount of authorized shares of common stock to 75,000,000; and | |
• | 4B — Approve provisions relating to indemnification of directors and officers; and |
(5) | Transact any other business which may properly come before the annual meeting. |
![-s- Linda M. Campion](https://capedge.com/proxy/PRE 14A/0000950123-10-027251/b79863b7986303.gif)
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• | Over the internet, which we encourage if you have internet access, at the internet address shown on your proxy form; | |
• | By telephone, by calling the telephone number on your proxy form; | |
• | By mail, by completing, signing, dating, and returning your proxy form; or | |
• | By attending the annual meeting and voting your shares in person. |
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• | “FOR” the approval of provisions to increase the authorized shares of common stock to 75,000,000; and, | |
• | “FOR” the approval of provisions relating to indemnification of directors and officers. |
• | A plurality of votes cast by shareholders present, in person or by proxy, at the annual meeting is required for the election of directors. “Plurality” means that the nominees receiving the largest number of votes cast are elected as directors up to the maximum number of directors who are nominated to be elected at the meeting. At our meeting the maximum number of Class II directors to be elected is five. | |
• | A majority of votes cast by shareholders present, in person or by proxy, at the annual meeting is required to approve the ratification of our independent registered accounting firm. | |
• | A majority of votes cast by shareholders present, in person or by proxy, at the annual meeting is required to approve the 2010 Independent Bank Corp. Non-Employee Director Stock Plan. | |
• | A majority of votes cast by shareholders present, in person or by proxy, at the annual meeting is required to approve Restated Articles of Organization. |
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FOR all nominees and reelect the board nominees.
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E&Y - 2009 | KPMG - 2008 | |||||||
Audit Fees: | $ | 532,100 | $ | 654,600 | ||||
Audit Related:2 | $ | 17,400 | $ | 41,500 | ||||
Tax Fees:3 | $ | — | $ | 3,100 | ||||
Total: | $ | 549,500 | $ | 699,200 |
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ratification of the appointment of our Independent Registered Public Accounting Firm.
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Dollar Value | Number of | Dollar Value | Number of | |||||||||||||
Stock | Stock | Restricted | Restricted | |||||||||||||
Name and Position | Options($) | Options(1) | Shares($)(2) | Shares(3) | ||||||||||||
Non-Employee Directors (14 persons)(4) | N/A | 15,000 | [ ] | 16,800 |
(1) | In 2010, each of Director William P. Bissonnette, Director Daniel F. O’Brien and Director Thomas R. Venables will be granted 5,000 stock options. Each person who becomes a Non-Employee Director at any time following the 2010 Annual Shareholders Meeting will be granted 5,000 stock options on the first anniversary of his or her election. | |
(2) | Based on the closing sale price of our common stock of $[ ] per share as of [ ], 2010. | |
(3) | In 2010, each of the 14 current Non-Employee Directors will be granted a restricted stock award for 1,200 shares of common stock. Following each annual shareholders meeting after 2010, each Non-Employee Director who serves on the Board of the Company and/or Rockland Trust at any point during the calendar year of that annual meeting shall be granted either (A) a restricted stock award in an amount of shares of common stock not to exceed 1,500 and with a range for time vesting of between three and five years from the date of grant, (B) a non-statutory stock option to purchase not more than 3,000 shares of common stock, subject to adjustment, substitution and vesting pursuant to the 2010 Director Stock Plan, or (C) a combination of restricted stock awards and non-statutory stock options. Such awards shall be made subject to the discretion of the compensation committee as set forth in the 2010 Director Stock Plan. | |
(4) | Assumes no change in the number of Non-Employee Directors and that each current Non-Employee Director remains in office. |
• | 1996 Non-Employee Directors’ Stock Option Plan (“the 1996 Plan”) | |
• | 1997 Employee Stock Option Plan (“the 1997 Plan”) | |
• | 2005 Employee Stock Plan (“the 2005 Plan”) | |
• | 2006 Non-Employee Director Stock Plan (“the 2006 Plan”) |
Authorized | Authorized | Cumulative Granted, Net of | ||||||||||||||||||
Stock | Restricted | Forfeitures | ||||||||||||||||||
Option | Stock | Stock | Restricted | |||||||||||||||||
Awards | Awards | Total | Option Awards | Stock Awards | ||||||||||||||||
1996 Plan | 300,000 | N/A | 300,000 | 209,000 | N/A | |||||||||||||||
1997 Plan | 1,100,000 | N/A | 1,100,000 | 1,020,896 | N/A | |||||||||||||||
2005 Plan | (1 | ) | (1 | ) | 800,000 | 420,300 | 126,360 | |||||||||||||
2006 Plan | (2 | ) | (2 | ) | 50,000 | 15,000 | 20,400 | |||||||||||||
The Ben Franklin Plan | (3 | ) | N/A | 210,286 | 202,716 | N/A |
(1) | The Company may award up to a total of 800,000 shares as stock options or restricted stock awards. |
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(2) | The Company may award up to a total of 50,000 shares as stock options or restricted stock awards. | |
(3) | The Company may award up to a total of 210,286 shares as stock options. |
approval of the 2010 Director Stock Plan.
• | increase to 75,000,000 the amount of shares of common stock, par value of $0.01 per share, authorized for issuance; and | |
• | clarify and strengthen the provisions related to the indemnification by the Company of its directors and officers and conform them more precisely with the provisions of the Massachusetts Business Corporation Act. |
(A) | Increase Amount of Authorized Shares of Common Stock to 75,000,000 (Proposal 4A). |
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(B) | Indemnification of Directors and Officers (Proposal 4B). |
each of the individual proposals related to the Restated Articles of Organization.
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• | Directors should, as a result of their occupation, background,and/or experience, possess a mature business judgment that enables them to make a positive contribution to the Board. Directors are expected to bring an inquisitive and objective perspective to their duties. Directors should possess, and demonstrate through their actions on the Board, exemplary ethics, integrity, and values. | |
• | Directors will be ineligible to continue to serve on the Board once they attain the age of 72. Directors who attain the age of 72 during their elected term as a Director will retire from the Board upon reaching the age of 72. | |
• | Aside from any stock ownership requirements that are imposed by law, Directors are not required to own any minimum amount of the Company’s common stock in order to be qualified for Board service. Director ownership of the Company’s common stock, however, is strongly encouraged. | |
• | While familiarity with the communities that Rockland Trust serves is one factor to be considered in determining if an individual is qualified to serve as a Director, it is not a controlling factor. It is the sense of the Board, however, that a significant portion of the Directors should represent or be drawn from the communities that Rockland Trust serves. | |
• | Customers of Rockland Trust, if otherwise qualified, may be considered for Board membership. A customer relationship, however, will be a secondary criteria considered in evaluating a Director candidate in addition to other relevant considerations. |
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Name | Executive | Audit | Compensation | Nominating | ||||
Mr. Jones | X* | X | X | |||||
Mr. Sgarzi | X | X | X | |||||
Mr. Teuten | X | X1 | X1 | |||||
Mr. Oddleifson | X | |||||||
Ms. Abelli | X (rotating basis) | X*2 | X | |||||
Mr. Anderson | X (rotating basis) | X* | ||||||
Mr. Bissonnette | X (rotating basis) | |||||||
Mr. Gilmore | X (rotating basis) | X* | ||||||
Ms. Miskell | X (rotating basis) | X | X3 | X | ||||
Mr. O’Brien | X (rotating basis) | X3 | ||||||
Mr. Ribeiro | X (rotating basis) | X3 | ||||||
Mr. Spurr | X (rotating basis) | X*1 | ||||||
Mr. Sullivan | X (rotating basis) | X** | ||||||
Mr. Tedeschi | X (rotating basis) | |||||||
Mr. Venables | X (rotating basis) | |||||||
Total Meetings Held In 2009 | 23 meetings | 8 meetings | 13 meetings | 0 meetings |
* | indicates Committee Chair | |
** | indicates Committee Vice Chair |
1 | = In November 2009 Directors Spurr and Teuten resigned from their positions on the noted committees of the Board of which they were members. | |
2 | = Appointed Chair of the Audit Committee in November 2009. | |
3 | = Appointed member of noted committee in November 2009. |
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Position | 2009 Annual Retainer | |||
Chair of Board | $ | 30,000 | ||
Chair of Executive Committee | $ | 25,000 | ||
Chair Audit Committee | $ | 15,000 | ||
Vice Chair Audit Committee | $ | 15,000 | ||
Chair Compensation Committee | $ | 15,000 | ||
Chair Nominating & Governance Committee | $ | 15,000 | ||
Permanent Executive Committee Member | $ | 17,000 | ||
Rotating Executive Committee Member | $ | 12,000 |
Position | 2010 Annual Retainer | |||
Chair of Board | $ | 34,000 | ||
Chair of Executive Committee | $ | 29,000 | ||
Chair Audit Committee | $ | 19,000 | ||
Vice Chair Audit Committee | $ | 19,000 | ||
Chair Compensation Committee | $ | 19,000 | ||
Chair Nominating & Governance Committee | $ | 19,000 | ||
Permanent Executive Committee Member | $ | 21,000 | ||
Rotating Executive Committee Member | $ | 16,000 |
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Change in | ||||||||||||||||||||||||||||
Pension | ||||||||||||||||||||||||||||
Value and | ||||||||||||||||||||||||||||
Fees | Nonqualified | |||||||||||||||||||||||||||
Earned | Non-Equity | Deferred | ||||||||||||||||||||||||||
or Paid | Stock | Option | Incentive Plan | Compensation | All Other | |||||||||||||||||||||||
Name | in Cash(1) | Awards(2) | Awards(2) | Compensation | Earnings | Compensation(3) | Total | |||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | |||||||||||||||||||||
Donna L. Abelli | $ | 43,600 | $ | 8,032 | $ | — | N/A | N/A | $ | 1,008 | $ | 52,640 | ||||||||||||||||
Richard S. Anderson | $ | 33,600 | $ | 8,032 | $ | — | N/A | N/A | $ | 1,008 | $ | 42,640 | ||||||||||||||||
William P. Bissonnette* | $ | 27,850 | $ | 8,032 | $ | — | N/A | N/A | $ | 144 | $ | 36,026 | ||||||||||||||||
Benjamin A. Gilmore, II | $ | 44,600 | $ | 8,032 | $ | — | N/A | N/A | $ | 1,008 | $ | 53,640 | ||||||||||||||||
Kevin J. Jones | $ | 62,600 | $ | 8,032 | $ | — | N/A | N/A | $ | 1,008 | $ | 71,640 | ||||||||||||||||
Eileen C. Miskell | $ | 42,600 | $ | 8,032 | $ | — | N/A | N/A | $ | 1,008 | $ | 51,640 | ||||||||||||||||
Daniel F. O’Brien* | $ | 26,900 | $ | 8,032 | $ | — | N/A | N/A | $ | 144 | $ | 35,076 | ||||||||||||||||
Carl Ribeiro | $ | 31,600 | $ | 8,032 | $ | 70,450 | N/A | N/A | $ | 432 | $ | 110,514 | ||||||||||||||||
Richard H. Sgarzi | $ | 53,600 | $ | 8,032 | $ | — | N/A | N/A | $ | 1,008 | $ | 62,640 | ||||||||||||||||
John H. Spurr, Jr. | $ | 43,650 | $ | 8,032 | $ | — | N/A | N/A | $ | 1,008 | $ | 52,690 | ||||||||||||||||
Robert D. Sullivan | $ | 45,600 | $ | 8,032 | $ | — | N/A | N/A | $ | 1,008 | $ | 54,640 | ||||||||||||||||
Brian S. Tedeschi | $ | 29,650 | $ | 8,032 | $ | — | N/A | N/A | $ | 1,008 | $ | 38,690 | ||||||||||||||||
Thomas J. Teuten | $ | 67,600 | $ | 8,032 | $ | — | N/A | N/A | $ | 1,008 | $ | 76,640 | ||||||||||||||||
Thomas R. Venables* | $ | 27,850 | $ | 8,032 | $ | — | N/A | N/A | $ | 144 | $ | 36,026 |
* | Directors Bissonnette, O’Brien, and Venables joined the Board in April 2009. | |
(1) | Column (b) reflects the total fees earned or paid in cash for directors. As noted above, during the past year the following directors chose to defer some or all of their cash compensation pursuant to the Deferred Compensation Program: directors Anderson, Jones, and Spurr. | |
(2) | The amounts in columns (c) and (d) represent the grant date fair value of the restricted stock awards and option awards granted to directors calculated in accordance with FASB Topic 718, excluding the impact of estimated forfeitures. No director awards were forfeited during the year. The assumption used in the valuation for any awards reported in columns (c) and (d) can be found in the Stock-Based Compensation section of the Notes to Consolidated Financial Statements filed as a part of the Company’s 2009 Annual Report onForm 10-K |
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Aggregate Outstanding | Aggregate Outstanding | |||||||
Name | Restricted Stock Awards per Director | Stock Option Awards per Director | ||||||
Richard S. Anderson, Benjamin A. Gilmore II, John H. Spurr, Jr., Robert D. Sullivan, Brian S. Tedeschi and Thomas J. Teuten | 1,600 | 4,000 | ||||||
William P. Bissonnette and Daniel F. O’Brien | 400 | 5,467 | * | |||||
Kevin J. Jones | 1,600 | 3,000 | ||||||
Donna L. Abelli, Eileen C. Miskell and Richard H. Sgarzi | 1,600 | 5,000 | ||||||
Carl Ribeiro | 800 | 5,000 | ||||||
Thomas R. Venables | 400 | — |
* | These stock options are related to the Benjamin Franklin Bancorp, Inc. acquisition that took place during 2009, in which options to acquire Benjamin Franklin stock were converted into options to acquire Company stock. | |
(3) | Column (g) reflects the dividends paid to directors in 2009 on their unvested restricted stock. |
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• | received the written disclosures and letter from E&Y required by the Public Company Accounting Oversight Board, has discussed the independence of E&Y and considered whether the provision of non-audit services by E&Y is compatible with maintaining auditor independence, and has satisfied itself as to the independence of E&Y; | |
• | reviewed and discussed our audited, consolidated financial statements for the fiscal year ended December 31, 2009 with our management and E&Y, our independent registered public accounting firm, including a discussion of the quality and effect of our accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements; | |
• | discussed the matters required by Statement on Auditing Standards No. 114 (The Auditor’s Communication with Those Charged with Governance) with E&Y, including the process used by management in formulating particularly sensitive accounting estimates and the basis for the conclusions of E&Y regarding the reasonableness of those estimates; and | |
• | met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls and the overall quality of our financial reporting. |
Donna L. Abelli, CPA, Chair
Robert D. Sullivan, Vice-Chair
Daniel F. O’Brien, CPA
Eileen C. Miskell, CPA
Carl Ribeiro
Audit Committee
Independent Bank Corp.
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• | standard compensation arrangements described below under “Executive Officer Information”; and | |
• | the transactions described below. |
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• | Mr. Oddleifson, who is the President and CEO of the Company and of Rockland Trust; | |
• | Mr. Venables who, due to his prior service as the President and CEO of Benjamin Franklin Bancorp, Inc. and Benjamin Franklin Bank until April 10, 2009, when Benjamin Franklin Bancorp, Inc. was merged with and into the Company, is disqualified from being deemed an “independent” director until at least after December 31, 2011; and | |
• | Mr. Spurr and Mr. Teuten, who had previously been “independent” directors but who, due to Rockland Trust’s November 2009 exercise of an option to purchase real estate described above, were disqualified from being deemed “independent” directors until at least after December 31, 2011. |
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• | 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 formerly Watson Wyatt Consulting — 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. | |
• | 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. |
• | 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. |
• | Aligning the interests of executive officers and shareholders; |
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• | Attracting, retaining, and motivating high-performing employees in the most cost-efficient manner; and | |
• | Creating a high-performance work culture. |
• | 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 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. The Company did not establish a cash incentive plan for executive officers during 2009 for the reasons described below under “Annual Cash Incentive Compensation.” The Company does not anticipate that it will establish a cash incentive compensation plan for executive officers in 2010, but that the compensation committee will again consider whether to recommend to the Board the payment of discretionary cash bonus awards to executive officers. | |
• | 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 |
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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 its leadership, Rockland provides to its CEO and certain named executive officers certain other fringe benefits, such as retirement programs, medical plans, life and disability insurance, use of company 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. |
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• | Despite a very challenging operating environment, the Company’s 2009 overall financial performance was strong and, for the most recent period for which comparable data was available, exceeded that of its peers with respect to return on average equity and return on average assets. | |
• | Rockland Trust took advantage of market opportunities, had strong new business volumes, and recorded organic growth in commercial loans of 12% and recorded organic growth in core deposits of 15%. | |
• | The Company closed and successfully integrated the acquisition of Benjamin Franklin Bancorp, Inc. and its wholly-owned subsidiary Benjamin Franklin Bank. | |
• | The Company strengthened its balance sheet and capital position, growing tangible common equity by almost one hundred basis points. | |
• | Significant risks were well-managed, including interest rate risk and liquidity risk. | |
• | Asset quality performed as expected. While the losses recognized for some asset classes increased, asset quality was stable and delinquency, both early and late stage, was stable. | |
• | The primary factors that had a negative effect on 2009 financial performance were merger and acquisition expenses, increased loan loss provisioning and loan workout costs, securities impairment, increased Federal Deposit Insurance Corporation premiums, and costs associated with Capital Purchase Program participation. |
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• | 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. |
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• | receivehis/her then current base salary for twelve months; | |
• | 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. |
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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 | ($) | ($) | ($)(1) | ($)(1) | ($) | ($)(2) | ($)(3) | ($) | |||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||||||||||||||||||||
Chris Oddleifson CEO | 2009 | 507,172 | 395,000 | 642,840 | n/a | n/a | 342,861 | 36,837 | 1,924,710 | |||||||||||||||||||||||||||
2008 | 502,462 | 172,000 | n/a | 225,296 | n/a | 166,386 | 20,711 | 1,086,855 | ||||||||||||||||||||||||||||
2007 | 480,770 | n/a | n/a | 262,720 | 208,800 | 104,184 | 20,329 | 1,076,803 | ||||||||||||||||||||||||||||
Denis Sheahan CFO | 2009 | 282,333 | 150,000 | 253,240 | n/a | n/a | 112,478 | 48,821 | 846,872 | |||||||||||||||||||||||||||
2008 | 262,231 | 60,000 | n/a | 95,751 | n/a | 100,731 | 21,677 | 540,390 | ||||||||||||||||||||||||||||
2007 | 256,254 | n/a | n/a | 105,088 | 90,000 | 36,043 | 20,374 | 507,759 | ||||||||||||||||||||||||||||
Jane Lundquist EVP | 2009 | 243,644 | 125,000 | 253,240 | n/a | n/a | 116,483 | 38,936 | 777,303 | |||||||||||||||||||||||||||
2008 | 218,269 | 50,000 | n/a | 84,486 | n/a | 24,839 | 28,192 | 405,786 | ||||||||||||||||||||||||||||
2007 | 211,000 | n/a | n/a | 84,070 | 74,000 | 18,914 | 25,202 | 413,186 | ||||||||||||||||||||||||||||
Edward Seksay General Counsel | 2009 | 235,519 | 85,000 | 136,360 | n/a | n/a | 86,162 | 29,499 | 572,540 | |||||||||||||||||||||||||||
2008 | 228,770 | 35,000 | n/a | 56,234 | n/a | 73,192 | 21,616 | 414,812 | ||||||||||||||||||||||||||||
2007 | 220,539 | n/a | n/a | 52,544 | 58,000 | 33,334 | 14,875 | 379,292 | ||||||||||||||||||||||||||||
Gerard Nadeau EVP | 2009 | 258,236 | 150,000 | 253,240 | n/a | n/a | 248,921 | 35,761 | 946,158 | |||||||||||||||||||||||||||
2008 | 238,947 | 60,000 | n/a | 84,486 | n/a | 145,907 | 22,569 | 551,909 | ||||||||||||||||||||||||||||
2007 | 225,517 | n/a | n/a | 141,983 | 62,000 | 358,647 | 19,373 | 807,520 |
(1) | The assumptions used in the valuation for any 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 2009 Annual Report onForm 10-K. The amounts listed in column (e) and (f) represent the aggregate fair value of the options/awards on the date of grant calculated in accordance with FASB Topic 718. | |
(2) | 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. | |
(3) | The amounts in column (i) include dividends on Restricted Stock Awards, 401(k) matching contributions, defined contribution plan contributions, the value of excess life insurance, the value of a Company-owned car and, in the case of Mr. Sheahan, the value of a disqualifying disposition of a stock option that was exercised and then immediately gifted to his children. The only 2009 perquisite/personal benefits aggregated in column (i) which exceed $10,000 are the value of a Company-owned car attributed to Ms. Lundquist in the amount of $10,436 and the value of the disqualifying disposition of an exercised stock option attributed to Mr. Sheahan in the amount of $14,636. |
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Full | ||||||||||||||||||||||||||||||||||||||||||||
All Other | All Other | Grant | ||||||||||||||||||||||||||||||||||||||||||
Stock | Option | Date | ||||||||||||||||||||||||||||||||||||||||||
Awards: | Awards: | Exercise | Fair | |||||||||||||||||||||||||||||||||||||||||
Estimated Future Payouts Under | Number | Number | or Base | Value of | ||||||||||||||||||||||||||||||||||||||||
Estimated Future Payouts Under | Equity | of Shares | of Securities | Price of | Equity- | |||||||||||||||||||||||||||||||||||||||
Non-Equity Incentive Plan Awards | Incentives Plan Awards | of Stock | Underlying | Option | Based | |||||||||||||||||||||||||||||||||||||||
Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units | Options | Awards | Awards | ||||||||||||||||||||||||||||||||||
Name | Date | ($) | ($) | ($) | ($) | ($) | ($) | (#) | (#) | ($/Sh)(1) | ($) | |||||||||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | |||||||||||||||||||||||||||||||||
Chris Oddleifson CEO | 5/21/2009 | N/A | N/A | N/A | N/A | N/A | N/A | 33,000 | N/A | N/A | 642,840 | |||||||||||||||||||||||||||||||||
Denis Sheahan CFO | 5/21/2009 | N/A | N/A | N/A | N/A | N/A | N/A | 13,000 | N/A | N/A | 253,240 | |||||||||||||||||||||||||||||||||
Jane Lundquist EVP | 5/21/2009 | N/A | N/A | N/A | N/A | N/A | N/A | 13,000 | N/A | N/A | 253,240 | |||||||||||||||||||||||||||||||||
Gerard Nadeau EVP | 5/21/2009 | N/A | N/A | N/A | N/A | N/A | N/A | 13,000 | N/A | N/A | 253,240 | |||||||||||||||||||||||||||||||||
Edward Seksay General Counsel | 5/21/2009 | N/A | N/A | N/A | N/A | N/A | N/A | 7,000 | N/A | N/A | 136,360 |
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Table of Contents
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Equity Incentive | Equity Incentive | |||||||||||||||||||||||||||||||||||
Equity Incentive | Plan Awards: | Plan Awards: | ||||||||||||||||||||||||||||||||||
Plan Awards: | Market | Number of | Market or | |||||||||||||||||||||||||||||||||
Number | Number | Value of | Unearned | Payout Value | ||||||||||||||||||||||||||||||||
Number of | Number of | of Securities | of Shares | Shares | Shares, | of Unearned | ||||||||||||||||||||||||||||||
Securities | Securities | Underlying | or Units | or Units | Units or | Shares, Units | ||||||||||||||||||||||||||||||
Underlying | Underlying | Unexercised | Option | of Stock | of Stock | Other | or Other Rights | |||||||||||||||||||||||||||||
Unexercised | Unexercised | Unearned | Exercise | Option | That Have | That Have | Rights That | That Have | ||||||||||||||||||||||||||||
Options (#) | Options (#) | Options | Price | Expiration | Not Vested | Not Vested | Have Not | Not Vested | ||||||||||||||||||||||||||||
Name | Exercisable | Unexercisable | (#) | ($) | Date | (#) | (#) | Vested | ($) | |||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (#)(i) | (j) | |||||||||||||||||||||||||||
Christopher Oddleifson CEO | 32,000 | 0 | 0 | $ | 28.895 | 12/14/2012 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
50,000 | 0 | 0 | $ | 24.4095 | 1/9/2013 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
16,650 | 0 | 0 | $ | 30.14 | 12/11/2013 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
31,000 | 0 | 0 | $ | 34.18 | 12/9/2014 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
10,000 | 15,000 | (1) | 0 | $ | 32.995 | 2/15/2017 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
8,000 | 32,000 | (3) | 0 | $ | 28.270 | 2/14/2018 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
n/a | n/a | n/a | n/a | n/a | 33,000 | (4) | $ | 642,840 | n/a | n/a | ||||||||||||||||||||||||||
Denis K. Sheahan CFO | 7,000 | 0 | 0 | $ | 11.9063 | 12/20/2010 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
10,100 | 0 | 0 | $ | 20.125 | 12/19/2011 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
18,000 | 0 | 0 | $ | 28.895 | 12/14/2012 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
9,850 | 0 | 0 | $ | 23.47 | 12/19/2012 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
8,300 | 0 | 0 | $ | 30.14 | 12/11/2013 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
12,000 | 0 | 0 | $ | 34.18 | 12/9/2014 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
4,000 | 6,000 | (1) | 0 | $ | 32.995 | 2/15/2017 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
3,400 | 13,600 | (3) | 0 | $ | 28.270 | 2/14/2018 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
n/a | n/a | n/a | n/a | n/a | 13,000 | (4) | $ | 253,240 | n/a | n/a | ||||||||||||||||||||||||||
Jane Lundquist EVP | 10,000 | 0 | 0 | $ | 28.895 | 12/14/2012 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
6,666 | 0 | 0 | $ | 28.06 | 7/19/2014 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
10,000 | 0 | 0 | $ | 32.765 | 10/20/2014 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
12,000 | 0 | 0 | $ | 34.18 | 12/9/2014 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
3,200 | 4,800 | (1) | 0 | $ | 32.995 | 2/15/2017 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
3,000 | 12,000 | (3) | 0 | $ | 28.270 | 2/14/2018 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
n/a | n/a | n/a | n/a | n/a | 13,000 | (4) | $ | 253,240 | n/a | n/a |
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Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Equity Incentive | Equity Incentive | |||||||||||||||||||||||||||||||||||
Equity Incentive | Plan Awards: | Plan Awards: | ||||||||||||||||||||||||||||||||||
Plan Awards: | Market | Number of | Market or | |||||||||||||||||||||||||||||||||
Number | Number | Value of | Unearned | Payout Value | ||||||||||||||||||||||||||||||||
Number of | Number of | of Securities | of Shares | Shares | Shares, | of Unearned | ||||||||||||||||||||||||||||||
Securities | Securities | Underlying | or Units | or Units | Units or | Shares, Units | ||||||||||||||||||||||||||||||
Underlying | Underlying | Unexercised | Option | of Stock | of Stock | Other | or Other Rights | |||||||||||||||||||||||||||||
Unexercised | Unexercised | Unearned | Exercise | Option | That Have | That Have | Rights That | That Have | ||||||||||||||||||||||||||||
Options (#) | Options (#) | Options | Price | Expiration | Not Vested | Not Vested | Have Not | Not Vested | ||||||||||||||||||||||||||||
Name | Exercisable | Unexercisable | (#) | ($) | Date | (#) | (#) | Vested | ($) | |||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (#)(i) | (j) | |||||||||||||||||||||||||||
Gerard Nadeau EVP | 4,675 | 0 | 0 | $ | 11.9063 | 12/20/2010 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
4,900 | 0 | 0 | $ | 20.125 | 12/19/2011 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
7,500 | 0 | 0 | $ | 28.895 | 12/14/2012 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
4,375 | 0 | 0 | $ | 23.470 | 12/19/2012 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
3,850 | 0 | 0 | $ | 30.14 | 12/11/2013 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
6,500 | 0 | 0 | $ | 34.18 | 12/9/2014 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
2,000 | 3,000 | (1) | 0 | $ | 32.995 | 2/15/2017 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
4,000 | 6,000 | (2) | 0 | $ | 29.375 | 7/19/2017 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
3,000 | 12,000 | (3) | 0 | �� | $ | 28.270 | 2/14/2018 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||
n/a | n/a | n/a | n/a | n/a | 13,000 | (4) | $ | 253,240 | n/a | n/a | ||||||||||||||||||||||||||
Edward H. Seksay General Counsel | 7,500 | 0 | 0 | $ | 28.895 | 12/14/2012 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
8,725 | 0 | 0 | $ | 23.47 | 12/19/2012 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
7,275 | 0 | 0 | $ | 30.14 | 12/11/2013 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
7,500 | 0 | 0 | $ | 34.18 | 12/9/2014 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
2,000 | 3,000 | (1) | 0 | $ | 32.995 | 2/15/2017 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
2,000 | 8,000 | (3) | 0 | $ | 28.270 | 2/14/2018 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
n/a | n/a | n/a | n/a | n/a | 7,000 | (4) | $ | 136,360 | 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 July 19, 2008, 2009, 2010, 2011, and 2012. | |
(3) | These options vest evenly over a five-year period, with one-fifth of the grant vesting on each of February 15, 2009, 2010, 2011, 2012, and 2013. | |
(4) | 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, 2014, and 2015. |
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Option Awards | Stock Awards | |||||||||||||||
Number of Shares | ||||||||||||||||
Acquired on | Value Realized | Number of Shares | Value Realized | |||||||||||||
Exercise | Upon Exercise | Acquired on Vesting | on Vesting | |||||||||||||
Name | (#) | ($) | (#) | ($) | ||||||||||||
(a) | (b) | (c) | (d) | (e) | ||||||||||||
Christopher Oddleifson CEO | — | — | n/a | n/a | ||||||||||||
Denis K. Sheahan CFO | 1,250 | 14,636 | n/a | n/a | ||||||||||||
Jane Lundquist EVP | — | — | n/a | n/a | ||||||||||||
Gerard Nadeau EVP | 1,800 | 15,955 | n/a | n/a | ||||||||||||
Edward H. Seksay General Counsel | — | — | n/a | n/a |
Number of Years | Present Value of | Payments During | ||||||||||||
Plan | Credited Service | Accumulated Benefit | Last Fiscal Year | |||||||||||
Name | Name | (#) | ($) | ($) | ||||||||||
(a) | (b) | (c) | (d) | (e) | ||||||||||
Chris Oddleifson CEO | Defined Benefit Plan | 2.417 | 46,000 | 0 | ||||||||||
Rockland SERP | 5.917 | 838,064 | 0 | |||||||||||
Denis Sheahan CFO | Defined Benefit Plan | 8.917 | 110,000 | 0 | ||||||||||
Rockland SERP | 13.417 | 420,907 | 0 | |||||||||||
Gerard Nadeau EVP | Defined Benefit Plan | 22.5 | 314,000 | 0 | ||||||||||
Rockland SERP | 25.5 | 603,475 | 0 | |||||||||||
Jane Lundquist EVP | Defined Benefit Plan | 0.917 | 24,000 | 0 | ||||||||||
Rockland SERP | 4.75 | 177,304 | 0 | |||||||||||
Edward Seksay General Counsel | Defined Benefit Plan | 4.917 | 91,000 | 0 | ||||||||||
Rockland SERP | 8.417 | 275,670 | 0 |
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Table of Contents
Benjamin A. Gilmore, II, Chair
Kevin J. Jones
Eileen C. Miskell
Richard H. Sgarzi
Compensation Committee
Independent Bank Corp.
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 | 1,772,191 | (2) | 8.47 | % | ||||
Donna L. Abelli | 8,445 | (3) | ** | |||||
Richard S. Anderson | 41,066 | (4) | ** | |||||
William P. Bissonnette | 14,205 | (5) | ** | |||||
Benjamin A. Gilmore, II | 18,115 | (6) | ** | |||||
Kevin J. Jones | 101,322 | (7) | ** | |||||
Jane L. Lundquist | 66,477 | (8) | ** | |||||
Eileen C. Miskell | 25,522 | (9) | ** | |||||
Gerard Nadeau | 60,920 | (10) | ** | |||||
Daniel F. O’Brien | 17,924 | (11) | ** | |||||
Christopher Oddleifson | 212,950 | (12) | 1.00 | % | ||||
Carl Ribeiro | 12,951 | (13) | ** | |||||
Edward H. Seksay | 45,155 | (14) | ** | |||||
Richard H. Sgarzi | 139,762 | (15) | ** | |||||
Denis K. Sheahan | 110,219 | (16) | ** | |||||
John H. Spurr, Jr. | 340,310 | (17) | 1.61 | % | ||||
Robert D. Sullivan | 29,282 | (18) | ** | |||||
Brian S. Tedeschi | 45,017 | (19) | ** | |||||
Thomas J. Teuten | 323,842 | (20) | 1.54 | % | ||||
Thomas R. Venables | 72,147 | (21) | ** | |||||
Directors and executive officers as a group (21 Individuals) | 1,506,504 | (22) | 6.98 | % |
** | less than one percent |
37
Table of Contents
(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 February 15, 2010. Shares are deemed to be beneficially owned by a person if he or she directly or indirectly has (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 February 15, 2010, 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, 2009, based upon public filings with the SEC. | |
(3) | Includes 5,000 shares which Ms. Abelli has a right to acquire immediately through the exercise of stock options granted pursuant to the 2006 Director Stock Plan and 1,600 unvested restricted shares pursuant to the 2006 Director Stock Plan. | |
(4) | Includes 4,000 shares which Mr. Anderson has a right to acquire immediately through the exercise of stock options granted pursuant to the Company’s 1996 Director Stock Plan and 1,600 unvested restricted shares pursuant to the 2006 Director Stock Plan. | |
(5) | Includes 3,618 shares owned jointly by Mr. Bissonnette and his spouse in broker name and 5,467 shares which Mr. Bissonnette has a right to acquire immediately through the exercise of options granted pursuant to the Benjamin Franklin Bancorp. 2006 Incentive Stock Option Plan. Such options were subsequently converted to non-statutory stock options of Independent Bank Corp., the successor institution to Benjamin Franklin Bancorp, Inc., and also includes 400 unvested restricted shares pursuant to the 2006 Director Stock Plan. | |
(6) | Includes 930 shares owned by Mr. Gilmore and his spouse, jointly, and 678 shares owned by his wife, individually. Mr. Gilmore shares voting and investment power with respect to such shares. Includes 4,000 shares which Mr. Gilmore has a right to acquire immediately through the exercise of stock options granted pursuant to the 1996 Director Stock Plan and 1,600 unvested restricted shares pursuant to the 2006 Director Stock Plan. | |
(7) | Includes 8,148 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’ Supply Company, of which Mr. Jones is Treasurer. Mr. Jones shares voting and investment power with respect to such shares. Includes 3,000 shares which Mr. Jones has a right to acquire immediately through the exercise of stock options granted pursuant to the 1996 Director Stock Plan and 1,600 unvested restricted shares pursuant to the 2006 Director Stock Plan. | |
(8) | Includes 49,466 shares, which Ms. Lundquist has a right to acquire within 60 days of February 15, 2010 through the exercise of stock options granted pursuant to the Independent Bank Corp. Employee Stock Plans and 13,000 unvested restricted shares granted pursuant to the 2005 Employee Stock Plan. | |
(9) | Includes 7,379 shares owned jointly by Ms. Miskell and her spouse in broker name, 2,173 shares owned by spouse in broker name, and 3,621 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. Includes 5,000 shares which Ms. Miskell has a right to acquire immediately through the exercise of stock options granted pursuant to the 2006 Director Stock Plan and 1,600 unvested restricted shares pursuant to the 2006 Director Stock Plan. | |
(10) | Includes 1,800 shares owned jointly by Mr. Nadeau and his spouse in broker name and 344 shares owned by children on which Mr. Nadeau has custodial powers. Includes 44,800 shares, which Mr. Nadeau has a right to acquire within 60 days of February 15, 2010 through the exercise of stock options granted pursuant to the Employee Stock Plans and 13,000 unvested restricted shares pursuant to the 2005 Employee Stock Plan. |
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Table of Contents
(11) | Includes 5,467 shares which Mr. O’Brien has a right to acquire immediately through the exercise of options granted pursuant to the Benjamin Franklin Bancorp. 2006 Incentive Stock Option Plan. Such options were subsequently converted to non-statutory stock options of Independent Bank Corp., the successor institution to Benjamin Franklin Bancorp, Inc., and includes 400 unvested restricted shares pursuant to the 2006 Director Stock Plan. | |
(12) | Includes 160,650 shares, which Mr. Oddleifson has a right to acquire within 60 days of February 15, 2010 through the exercise of stock options granted pursuant to the Employee Stock Plans and 33,000 unvested restricted shares pursuant to the 2005 Employee Stock Plan. | |
(13) | Includes 2,608 shares held in broker name for benefit of spouse and includes 3,334 shares which Mr. Ribeiro has a right to acquire immediately through the exercise of stock options granted pursuant to the 2006 Director Stock Plan, and 800 unvested restricted shares pursuant to the 2006 Director Stock Plan. | |
(14) | Includes 38,000 shares, which Mr. Seksay has a right to acquire within 60 days of February 15, 2010 through the exercise of stock options granted pursuant to the Employee Stock Plans and 7,000 unvested restricted shares pursuant to the 2005 Employee Stock Plan. | |
(15) | Includes 5,000 shares which Mr. Sgarzi has a right to acquire immediately through the exercise of stock options granted pursuant to the 1996 Director Stock Plan and 1,600 unvested restricted shares pursuant to the 2006 Director Stock Plan. | |
(16) | Includes 8,168 shares owned jointly by Mr. Sheahan and his spouse in broker name, includes 1,271 shares held in Mr. Sheahan’s name as custodian for his children, and includes 78,050 shares, which Mr. Sheahan has a right to acquire within 60 days of February 15, 2010 through the exercise of stock options granted pursuant to the Employee Stock Plans and 13,000 unvested restricted shares pursuant to the 2005 Employee Stock Plan. | |
(17) | 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 2,095 shares held in the name of John H. Spurr, Jr. Trust, on which Mr. Spurr is a Trustee and Life Beneficiary. Includes 652 shares owned by Mr. Spurr’s wife, individually, and 300,613 shares owned of record by A. W. Perry Security Corporation, of which Mr. Spurr is President. Includes 4,000 shares which Mr. Spurr has a right to acquire immediately through the exercise of stock options granted pursuant to the 1996 Director Stock Plan and 1,600 unvested restricted shares pursuant to the 2006 Director Stock Plan. | |
(18) | Includes 4,209 shares owned jointly by Mr. Sullivan and his spouse in broker name and includes 10,331 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. Includes 4,000 shares which Mr. Sullivan has a right to acquire immediately through the exercise of stock options granted pursuant to the 1996 Director Stock Plan and 1,600 unvested restricted shares pursuant to the 2006 Director Stock Plan. | |
(19) | Includes 4,000 shares which Mr. Tedeschi has a right to acquire immediately through the exercise of stock options granted pursuant to the 1996 Director Stock Plan and 1,600 unvested restricted shares pursuant to the 2006 Director Stock Plan. | |
(20) | 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. Includes 4,000 shares which Mr. Teuten has a right to acquire immediately through the exercise of stock options granted pursuant to the 1996 Director Stock Plan and 1,600 unvested restricted shares pursuant to the 2006 Director Stock Plan. | |
(21) | Includes 38,265 shares owned jointly by Mr. Venables and his spouse in broker name. Includes 400 unvested restricted shares owned by Mr. Venables pursuant to the 2006 Director Stock Plan. | |
(22) | This total has been adjusted to eliminate any double counting of shares beneficially owned by more than one member of the group. Includes a total of 516,734 shares which the group has a right to acquire within 60 days of February 15, 2010 through the exercise of stock options granted pursuant to the Company’s Stock Plans. |
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2010 NON-EMPLOYEE DIRECTOR STOCK PLAN
and as approved by shareholders on May , 2010.
1. | Purposes. |
2. | Effect of Plan on Rights of the Company and Shareholders. |
3. | Types of Awards and Administration. |
(a) | Types of Awards. |
(b) | Administration. |
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(c) | Applicability ofRule 16b-3. |
4. | Eligibility. |
5. | Stock Subject To Plan. |
6. | Grant of Stock Options and Restricted Stock Awards. |
(a) | Stock Option Grants to New Directors. |
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(b) | Annual Grants of Restricted Stock Awards and/or Stock Options. |
7. | Terms and Conditions of Stock Options. Stock options granted under this Plan shall be subject to the following terms and conditions: |
(a) | Option Price. |
(b) | Payment of Option Price. |
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(c) | Expiration and Vesting. |
(d) | Accelerated Vesting in the Event of a Change of Control or Liquidation. |
(e) | Nontransferability of Options. |
(f) | Effect of Termination of Non-Employee Director Status. |
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(g) | Option Agreements. |
(h) | Registration and Listing. |
(a) | Time Vesting. |
(b) | Repurchase Right. |
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(c) | Accelerated Vesting in General. |
(d) | Accelerated Vesting in the Event of a Change of Control or Liquidation. |
(e) | Termination of Vesting Upon Removal from Board for Cause. |
(f) | Restricted Stock Agreements. |
(g) | Registration and Listing. |
9. | General Restrictions. |
(a) | Investment Representations. |
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(b) | Compliance with Securities Laws. |
10. | Rights as a Shareholder. |
11. | Adjustment Provisions for Recapitalizations and Related Transactions. |
(a) | General. |
(b) | Board Authority to Make Adjustments. |
12. | Amendment of the Plan. |
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13. | Effective Date and Duration of the Plan. |
(a) | Effective Date. |
(b) | Termination. |
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William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts02108-1512
(General Laws Chapter 156D, Section 10.07; 950 CMR 113.34)
o | The restated articles were adopted by the directors without shareholder approval and shareholder approval was not required; |
x | The restated articles were approved by the board of directors and the shareholders in the manner required by General Laws, Chapter 156D and the articles of organization. |
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WITHOUT PAR VALUE | WITH PAR VALUE | |||||||||||||||
TYPE | NUMBER OF SHARES | TYPE | NUMBER OF SHARES | PAR VALUE | ||||||||||||
Common | 75,000,000 | $ | 0.01 | |||||||||||||
Preferred | 1,000,000 | $ | 0.01 |
A. | COMMON STOCK |
B. | PREFERRED STOCK |
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C. | SERIES B JUNIOR PARTICIPATING CUMULATIVE PREFERRED STOCK |
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Signed by: |
o | Chairman of the Board of Directors |
o | President |
x | Other Officer |
o | Court-appointed fiduciary, |
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William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts02108-1512
(General Laws, Chapter 156D, Section 10.07)
Effective date: |
Examiner | WILLIAM FRANCIS GAVLIN Secretary of the Commonwealth | ||
Name approval | |||
C | |||
M | |||
TO BE FILLED IN BY CORPORATION Contact Information: | |||
A copy of this filing will be available on-line at www.sec.state.ma.us/cor one the document is file. |
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BY-LAWS
of
INDEPENDENT BANK CORP.
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Independent bank corp. Parent of Rockland Trust | ![]() 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext | ||||||||||
000004 | |||||||||||
![]() | DESIGNATION (IF ANY) | ||||||||||
ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ![]() | 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 20, 2010. | |||||||||||
![]() | 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 | ![]() |
A Proposals — The Board of Directors recommends a vote FOR all the nominees for Class II Directors listed and votes FOR Proposals 2 - 4. |
1. | Reelect the following class II Directors: | + | ||||
01 - Benjamin A. Gilmore, II 05 - Thomas R. Venables | 02 - Eileen C. Miskell | 03 - Carl Ribeiro | 04 - John H. Spurr, Jr. |
o | Mark here to vote FOR all nominees | |||||||||||||||||||||||
o | Mark here to WITHHOLD vote from all nominees | |||||||||||||||||||||||
01 | 02 | 03 | 04 | 05 | ||||||||||||||||||||
o | For All EXCEPT - - To withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered box(es) to the right. | o | o | o | o | o |
2. | Ratify the appointment of Ernst & Young LLP as the Company’s independent registered accounting firm for 2010. | Foro | Againsto | Abstaino | 3. | Approve the 2010 Independent Bank Corp. Non-Employee Director Stock Plan. | For o | Against o | Abstain o | ||||||
4. | Approve Restated Articles of Organization for Independent Bank Corp., consisting of the following proposals: | 5. | Transact any other business which may properly come before the annual meeting. | ||||||||||||
• 4A – Approve provisions to increase the amount of authorized shares of common stock to 75,000,000; and | o | o | o | ||||||||||||
• 4B – Approve provisions relating to indemnification of directors and officers. | o | o | o |
B | Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below |
Date (mm/dd/yyyy) — Please print date below. | Signature 1 — Please keep signature within the box. | Signature 2 — Please keep signature within the box. | ||
/ / |
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Proxy — INDEPENDENT BANK CORP. |
C 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 | ||||
n | IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. | + |