Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A INFORMATION
Filed by the Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
INDEPENDENT BANK CORP.
Payment of Filing Fee (Check the appropriate box): | ||||||||
þ | No fee required. | |||||||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||||||
(1 | ) | Title of each class of securities to which transaction applies: | ||||||
(2 | ) | Aggregate number of securities to which transaction applies: | ||||||
(3 | ) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||||||
(4 | ) | Proposed maximum aggregate value of transaction: | ||||||
(5 | ) | Total fee paid: | ||||||
o | Fee paid previously with preliminary materials. | |||||||
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||||||
(1 | ) | Amount Previously Paid: | ||||||
(2 | ) | Form, Schedule or Registration Statement No.: | ||||||
(3 | ) | Filing Party: | ||||||
(4 | ) | Date Filed: | ||||||
Table of Contents
(1) | Reelect Alfred L. Donovan, E. Winthrop Hall, Robert D. Sullivan, and Brian S. Tedeschi to serve as Class III directors; | |
(2) | Ratify the selection of KPMG LLP as the independent auditor of Independent Bank Corp. for 2005; | |
(3) | Approve the 2005 Independent Bank Corp. Employee Stock Plan; | |
(4) | Approve Restated Articles of Organization for Independent Bank Corp., consisting of the following proposals: |
• | 4A — Approval of provisions relating to unlimited voting rights and the right to receive the net assets of Independent Bank Corp. upon liquidation or similar event; | |
• | 4B — Approval of elimination of provisions relating to Series A Preferred Stock; | |
• | 4C — Approval of provisions allowing proposals at shareholder meetings that are not otherwise specified in the notice of such meetings; | |
• | 4D — Approval of elimination of provisions relating to “Acquiring Entities;” | |
• | 4E — Approval of a provision relating to mandatory retirement age; | |
• | 4F — Approval of provisions relating to removal of directors by the board for cause; and, | |
• | 4G — Approval of provisions relating to indemnification of directors and officers; and, |
(5) | Transact any other business which may properly come before the Annual Meeting. |
By Order of the Independent Bank Corp. Board of Directors | |
Linda M. Campion | |
Clerk |
Table of Contents
Ø | Take Route 93 South to Route 3 South |
Ø | Take Exit 4 (Plimoth Plantation Highway) off Route 3 |
Ø | Continue on Plimoth Plantation Highway for approximately 1 mile and take the exit for the museum |
Ø | At the end of the exit ramp turn right, and proceed up the street for 20 yards |
Ø | Turn right at the sign for the museum into the driveway |
Ø | At the stop sign at the end of the driveway, cars should turn left and park in the main lot or overflow lot. Visitors with handicapped plates should turn right and park in the bus parking lot. |
Ø | Take Route 3 North to Exit 5 |
Ø | At the bottom of the exit ramp go left (under Route 3) |
Ø | Take a right onto Route 3 SOUTH and immediately take Exit 4 (Plimoth Plantation Highway)This is a left exit |
Ø | Continue on Plimoth Plantation Highway for approximately 1 mile and take the exit for the museum |
Ø | At the end of the exit ramp turn right, and proceed up the street for 20 yards |
Ø | Turn right at the sign for the museum into the driveway |
Ø | At the stop sign at the end of the driveway, cars should turn left and park in the main lot or overflow lot. Visitors with handicapped plates should turn right and park in the bus parking lot. |
Table of Contents
Table of Contents
Table of Contents
I. | Date, Time, and Place of Annual Shareholders Meeting |
II. | Date of Proxy Statement |
III. | Purposes of Annual Meeting |
(1) To elect four Class III directors; | |
(2) To consider ratifying the appointment of KPMG LLP as our independent auditor for 2005; | |
(3) To consider approving the 2005 Independent Bank Corp. Employee Stock Plan (the “2005 Employee Stock Plan”); | |
(4) To consider approving Restated Articles of Organization for Independent Bank Corp. (the “Revised Corporate Charter”), consisting of the following proposals: |
• | 4A — Approval of provisions relating to unlimited voting rights and the right to receive the net assets of Independent Bank Corp. upon liquidation or similar event; | |
• | 4B — Approval of elimination of provisions relating to Series A Preferred Stock; | |
• | 4C — Approval of provisions allowing proposals at shareholder meetings that are not otherwise specified in the notice of such meetings; | |
• | 4D — Approval of elimination of provisions relating to “Acquiring Entities;” | |
• | 4E — Approval of a provision relating to mandatory retirement age; | |
• | 4F — Approval of provisions relating to removal of directors by the board for cause; and, | |
• | 4G — Approval of provisions relating to indemnification of directors and officers; and, |
(5) To transact any other business which may properly come before the Annual Meeting. |
IV. | Voting of Proxies, Revocability of Proxies, and Voting Procedures Generally |
(1) “FOR ALL NOMINEES”with respect to the reelection of Alfred L. Donovan, E. Winthrop Hall, Robert D. Sullivan, and Brian S. Tedeschi as Class III directors; | |
(2) “FOR” with respect to ratifying the appointment of KPMG LLP as our independent auditor for 2005; |
1
Table of Contents
(3) “FOR” the approval of the 2005 Employee Stock Plan; | |
(4) “FOR” the approval of the Revised Corporate Charter in its entirety; or, |
• | “FOR” the approval of provisions relating to unlimited voting rights and the right to receive the net assets of Independent Bank Corp. upon liquidation or similar event; | |
• | “FOR” the approval of elimination of provisions relating to Series A Preferred Stock; | |
• | “FOR” the approval of provisions allowing proposals at shareholder meetings that are not otherwise specified in the notice of such meetings; | |
• | “FOR” the approval of elimination of provisions relating to “Acquiring Entities;” | |
• | “FOR” the approval of a provision relating to mandatory retirement age; | |
• | “FOR” the approval of provisions relating to removal of directors by the board for cause; and, | |
• | “FOR” the approval of provisions relating to indemnification of directors and officers; and, |
(5) Upon such other matters as may properly come before the annual meeting, in accordance with the best judgment of the persons appointed as proxies. |
• | A plurality of votes cast by shareholders present, in person or by proxy, at the annual meeting is required for the election of directors; | |
• | A majority of votes cast by shareholders present, in person or by proxy, at the annual meeting is required to ratify the appointment of KPMG LLP as our independent auditor for 2005; | |
• | A majority of votes cast by shareholders present, in person or by proxy, at the annual meeting is required for approval of the 2005 Employee Stock Plan; and, | |
• | At least two-thirds of the issued and outstanding common stock as of the Voting Record Date must vote to approve the Revised Corporate Charter or any of the individual proposals related thereto. |
2
Table of Contents
V. | Matters to be Voted Upon at Annual Meeting |
A. | Election of Directors (Notice Item 1) |
3
Table of Contents
B. | Ratification of KPMG LLP As Outside Auditor (Notice Item 2) |
C. | Approval of 2005 Employee Stock Plan (Notice Item 3) |
Purpose |
Administration of the 2005 Plan |
Shares Subject to the Plan |
4
Table of Contents
Section 162(m) Limitations |
Eligibility |
Terms and Conditions of Awards |
Adjustments |
5
Table of Contents
Limitations on Transferability |
Amendment and Termination |
Federal Income Tax Consequences |
6
Table of Contents
Current Grants |
D. | Approval of Revised Corporate Charter (Notice Item 4) |
7
Table of Contents
General |
• | incorporate and comply with the provisions of New Massachusetts Business Corporation Act; | |
• | incorporate the Company’s mandatory retirement age (age 72) for directors into the Revised Corporate Charter; | |
• | grant the Board the right to remove one of its members for cause; and, | |
• | update the documents to remove historical, ineffective or unnecessary provisions. |
Substantive Changes in Revised Corporate Charter |
8
Table of Contents
No Other Changes |
9
Table of Contents
Anti-Takeover Effect |
E. | Other Matters (Notice Item 5) |
VI. | Board of Directors |
A. | Current Members |
10
Table of Contents
B. Information Regarding the Board and its Committees |
B(1). Corporate Governance Information |
11
Table of Contents
B(2). Annual Meeting Attendance and Meetings of the Board and its Committees |
Name | Executive | Audit | Compensation | Nominating | |||||
Mr. Clark | X* | X | X* | X | |||||
Mr. Sgarzi | X | X | X | ||||||
Mr. Teuten | X | X | X | ||||||
Mr. Oddleifson | X | ||||||||
Mr. Anderson | X (rotating basis) | X (rotating basis) | X* | ||||||
Mr. Donovan | X (rotating basis) | X | X (rotating basis) | X | |||||
Mr. Gilmore | X (rotating basis) | X (rotating basis) | |||||||
Mr. Hall | X (rotating basis) | X | X (rotating basis) | ||||||
Mr. Jones | X (rotating basis) | X (rotating basis) | X | ||||||
Mr. Spurr | X (rotating basis) | X* | X (rotating basis) | ||||||
Mr. Sullivan | X (rotating basis) | X** | X (rotating basis) | ||||||
Mr. Tedeschi | X (rotating basis) | X (rotating basis) | |||||||
Total Meetings Held In 2004 | 22 meetings | 5 meetings | 13 meetings | 5 meetings |
* | indicates Committee Chairman |
** | indicates Committee Vice Chairman |
B(3). Compensation Paid to the Board and its Committees |
12
Table of Contents
13
Table of Contents
• | reviewed and discussed our audited financial statements for the fiscal year ended December 31, 2004 with our management and KPMG LLP, our independent auditor, 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. 61 (Communication with Audit Committees) with KPMG LLP, including the process used by management in formulating particularly sensitive accounting estimates and the basis for the conclusions of KPMG LLP 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. |
2004 | 2003 | ||||||||
Audit Fees: | $ | 462,800 | $ | 210,000 | |||||
All Other: | |||||||||
Audit Related | $ | 13,000 | $ | 27,500 | |||||
Other | $ | 76,375 | $ | 85,500 | |||||
Totals | $ | 552,175 | $ | 323,000 |
14
Table of Contents
Submitted by: | |
John H. Spurr, Jr., Chairman | |
Robert D. Sullivan, Vice-Chairman | |
W. Paul Clark | |
Alfred L. Donovan | |
E. Winthrop Hall | |
Audit Committee | |
Independent Bank Corp. |
D. Related Party Transactions |
• | standard compensation arrangements described under “Summary Compensation Table and Stock Option Grants” and “Employment Agreements”; and | |
• | the transactions described below. |
15
Table of Contents
A. Current Executive Officers |
Name | Position | Age | ||||
Christopher Oddleifson | President and CEO of the Company and Rockland Trust | 46 | ||||
Raymond G. Fuerschbach | Senior Vice President and Director of Human Resources of Rockland Trust | 54 | ||||
Amy A. Geogan | Managing Director, Consumer and Business Banking of Rockland Trust | 48 | ||||
Edward F. Jankowski | Chief Technology and Operations Officer of Rockland Trust | 54 | ||||
Ferdinand T. Kelley | Executive Vice President of Rockland Trust | 60 | ||||
Jane L. Lundquist | Executive Vice President, Director of Retail Banking and Corporate Marketing of Rockland Trust | 51 | ||||
Anthony A. Paciulli | Managing Director, Residential Mortgage of Rockland Trust | 55 | ||||
Edward H. Seksay | General Counsel of the Company and Rockland Trust | 47 | ||||
Denis K. Sheahan | Chief Financial Officer and Treasurer of the Company and Rockland Trust | 39 |
16
Table of Contents
17
Table of Contents
B. | Report of Compensation Committee on Executive Compensation2 |
B(1). Executive Compensation — Administration and History |
18
Table of Contents
• | determined that the level of stock option awards to executive officers was somewhat below competitive; and, | |
• | recommended that the Company increase the award of stock options to executive officers to competitive levels and enhance the Company’s long-term, equity-based opportunities to include the potential for granting restricted stock awards to executive officers of the Company and/or Rockland Trust and to other Rockland Trust officers. |
B(2). Base Salary and Cash Bonuses for Current Executive Officers |
19
Table of Contents
B(3). Stock Options Awarded to Current Executive Officers |
B(4). Supplemental Retirement Benefits for Current Executive Officers |
20
Table of Contents
B(5). Report Regarding Retired Executive Officer |
Submitted by: | ||||
W. Paul Clark, Chairman | Richard S. Anderson | |||
Richard H. Sgarzi | Benjamin A. Gilmore, II | |||
Thomas J. Teuten | Brian S. Tedeschi | |||
Joint Compensation Committee |
C. | Employment Agreements |
21
Table of Contents
22
Table of Contents
D. | Summary Compensation Table and Stock Option Grants |
Long Term | |||||||||||||||||||||
Compensation | |||||||||||||||||||||
Awards | |||||||||||||||||||||
Securities | |||||||||||||||||||||
Annual Compensation(1) | Underlying | ||||||||||||||||||||
Name and Position of Current | Stock Option | All Other | |||||||||||||||||||
Executive Officers | Year | Salary | Bonus | (# of Shares) | Compensation(2) | ||||||||||||||||
Christopher Oddleifson | 2004 | $ | 415,385 | $ | 224,000 | 31,000 | $ | 71,358 | |||||||||||||
President and CEO | 2003 | $ | 387,693 | $ | 312,700 | 66,650 | $ | 162,314 | |||||||||||||
Ferdinand T. Kelley | 2004 | $ | 258,025 | $ | 71,300 | 12,000 | $ | 176,561 | |||||||||||||
Executive Vice President | 2003 | $ | 241,467 | $ | 119,480 | 9,550 | $ | 123,487 | |||||||||||||
2002 | $ | 233,113 | $ | 121,400 | 11,900 | $ | 130,733 | ||||||||||||||
Anthony A. Paciulli | 2004 | $ | 194,139 | $ | 29,000 | 10,000 | $ | 2,241 | |||||||||||||
Managing Director, Residential | 2003 | $ | 126,577 | $ | 17,910 | 5,450 | $ | 138 | |||||||||||||
Mortgage | |||||||||||||||||||||
Edward H. Seksay | 2004 | $ | 204,390 | $ | 36,300 | 7,500 | $ | 27,746 | |||||||||||||
General Counsel | 2003 | $ | 193,193 | $ | 60,860 | 7,275 | $ | 189,006 | |||||||||||||
2002 | $ | 187,076 | $ | 61,800 | 8,725 | $ | 51,908 | ||||||||||||||
Denis K. Sheahan | 2004 | $ | 211,942 | $ | 74,400 | 12,000 | $ | 31,183 | |||||||||||||
Chief Financial Officer And | 2003 | $ | 197,151 | $ | 110,000 | 8,300 | $ | 26,623 | |||||||||||||
Treasurer | 2002 | $ | 186,325 | $ | 105,600 | 9,850 | $ | 38,949 |
Long Term | |||||||||||||||||||||
Compensation | |||||||||||||||||||||
Award | |||||||||||||||||||||
Securities | |||||||||||||||||||||
Annual Compensation(1) | Underlying | ||||||||||||||||||||
Stock Option | All Other | ||||||||||||||||||||
Retired Executive Officer | Year | Salary | Bonus | (# of Shares) | Compensation(2) | ||||||||||||||||
Richard F. Driscoll | 2004 | $ | 283,975 | — | — | $ | 409,040 | ||||||||||||||
Former Executive Vice President | 2003 | $ | 241,566 | $ | 59,740 | 9,550 | $ | 373,464 | |||||||||||||
2002 | $ | 233,113 | $ | 121,400 | 11,900 | $ | 545,905 |
(1) | May not include the dollar value of certain perquisites and personal benefits, the aggregate amount of which is less than the lesser of $50,000 or 10% of the total annual compensation shown. |
(2) | “All Other Compensation” includes ordinary income arising from stock option exercises, 401(k) matching contributions, split dollar life insurance benefits, group term life insurance premiums, and supplemental retirement benefits under the Rockland SERP, as follows, and in the case of Mr. Oddleifson in 2003 $109,715 of relocation related expenses: |
23
Table of Contents
Ordinary | ||||||||
Income from | ||||||||
Current Executive Officers | Year | Exercises | ||||||
Mr. Oddleifson | 2004 | — | ||||||
2003 | — | |||||||
Mr. Kelley | 2004 | $ | 117,014 | |||||
2003 | $ | 73,383 | ||||||
2002 | $ | 89,832 | ||||||
Mr. Paciulli | 2004 | — | ||||||
2003 | — | |||||||
Mr. Seksay | 2004 | — | ||||||
2003 | $ | 165,888 | ||||||
2002 | — | |||||||
Mr. Sheahan | 2004 | — | ||||||
2003 | — | |||||||
2002 | — |
Ordinary | ||||||||
Income from | ||||||||
Retired Executive Officer | Year | Exercises | ||||||
Mr. Driscoll | 2004 | $ | 257,650 | |||||
2003 | $ | 322,732 | ||||||
2002 | $ | 435,128 |
401(k) | ||||||||
Current Executive Officers | Year | Match | ||||||
Mr. Oddleifson | 2004 | $ | 4,569 | |||||
2003 | — | |||||||
Mr. Kelley | 2004 | $ | 4,047 | |||||
2003 | $ | 6,000 | ||||||
2002 | $ | 5,500 | ||||||
Mr. Paciulli | 2004 | $ | 693 | |||||
2003 | — | |||||||
Mr. Seksay | 2004 | $ | 3,570 | |||||
2003 | $ | 5,796 | ||||||
2002 | $ | 5,500 | ||||||
Mr. Sheahan | 2004 | $ | 3,640 | |||||
2003 | $ | 5,992 | ||||||
2002 | $ | 4,900 |
401(k) | ||||||||
Retired Executive Officer | Year | Match | ||||||
Mr. Driscoll | 2004 | $ | 2,499 | |||||
2003 | $ | 6,000 | ||||||
2002 | $ | 5,500 |
24
Table of Contents
Current Executive Officers | Year | Amount | ||||||
Mr. Oddleifson | 2003 | — | ||||||
Mr. Kelley | 2003 | — | ||||||
2002 | $ | 33,853 | ||||||
Mr. Paciulli | 2003 | — | ||||||
Mr. Seksay | 2003 | — | ||||||
2002 | $ | 46,048 | ||||||
Mr. Sheahan | 2003 | — | ||||||
2002 | $ | 33,725 |
Retired Executive Officer | Year | Amount | ||||||
Mr. Driscoll | 2003 | — | ||||||
2002 | $ | 76,378 |
Current Executive Officers | Year | Amount | ||||||
Mr. Oddleifson | 2004 | $ | 540 | |||||
2003 | $ | 360 | ||||||
Mr. Kelley | 2004 | $ | 2,376 | |||||
2003 | $ | 1,548 | ||||||
2002 | $ | 1,548 | ||||||
Mr. Paciulli | 2004 | $ | 1,548 | |||||
2003 | $ | 138 | ||||||
Mr. Seksay | 2004 | $ | 540 | |||||
2003 | $ | 540 | ||||||
2002 | $ | 360 | ||||||
Mr. Sheahan | 2004 | $ | 324 | |||||
2003 | $ | 324 | ||||||
2002 | $ | 324 |
Retired Executive Officer | Year | Amount | ||||||
Mr. Driscoll | 2004 | $ | 738 | |||||
2003 | $ | 1,548 | ||||||
2002 | $ | 1,548 |
25
Table of Contents
Current Executive Officers | Year | Amount | ||||||
Christopher Oddleifson | 2004 | $ | 66,249 | |||||
2003 | $ | 52,239 | ||||||
Ferdinand T. Kelley | 2004 | $ | 53,124 | |||||
2003 | $ | 42,556 | ||||||
2002 | — | |||||||
Anthony A. Paciulli | 2004 | — | ||||||
2003 | — | |||||||
Edward H. Seksay | 2004 | $ | 23,636 | |||||
2003 | $ | 16,782 | ||||||
2002 | — | |||||||
Denis K. Sheahan | 2004 | $ | 27,219 | |||||
2003 | $ | 20,307 | ||||||
2002 | — |
Retired Executive Officer | Year | Amount | ||||||
Richard F. Driscoll | 2004 | $ | 148,153 | |||||
2003 | $ | 43,184 | ||||||
2002 | $ | 27,351 |
Potential Realizable Value | ||||||||||||||||||||||||
Number | Percent of | at Assumed Annual Rates | ||||||||||||||||||||||
of | Total Options | of Stock Price Appreciation | ||||||||||||||||||||||
Securities | Granted to | for Option Term | ||||||||||||||||||||||
Underlying | Employees In | Exercise | Expiration | |||||||||||||||||||||
Current Executive Officers | Option | 2004 | Price | Date(2) | 5% | 10% | ||||||||||||||||||
Christopher Oddleifson | 31,000 | (1) | 14.32 | $ | 34.18 | 12/9/2014 | $ | 666,364 | $ | 1,688,698 | ||||||||||||||
Ferdinand T. Kelley | �� | 12,000 | (1) | 5.54 | $ | 34.18 | 12/9/2014 | $ | 257,947 | $ | 653,689 | |||||||||||||
Anthony A. Paciulli | 10,000 | (1) | 4.62 | $ | 34.18 | 12/9/2014 | $ | 214,956 | $ | 544,741 | ||||||||||||||
Edward H. Seksay | 7,500 | (1) | 3.46 | $ | 34.18 | 12/9/2014 | $ | 161,217 | $ | 408,556 | ||||||||||||||
Denis K. Sheahan | 12,000 | (1) | 5.54 | $ | 34.18 | 12/9/2014 | $ | 257,947 | $ | 653,689 |
(1) | One-third of such options become exercisable June 9, 2005, one-third of such options become exercisable on January 2, 2006 and one-third of such options become exercisable on January 2, 2007, unless the holder thereof is terminated without cause (as defined in the Option Agreement) or resigns for good reason (as defined in the Option Agreement), in which case, all of such options become immediately exercisable and remain so for three months following such termination. |
(2) | All of these options may expire earlier than December 9, 2014 under certain circumstances involving termination of employment, disability or retirement of the option holder. |
26
Table of Contents
Number of Unexercised in | Value of Unexercised in | |||||||||||||||||||||||
the Money Options | the Money Options | |||||||||||||||||||||||
Shares | at Fiscal Year End | at Fiscal Year End(1) | ||||||||||||||||||||||
Acquired on | Value | |||||||||||||||||||||||
Current Executive Officers | Exercise | Realized | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Christopher Oddleifson | — | — | 55,550 | 42,100 | $ | 499,004 | $ | 42,458 | ||||||||||||||||
Ferdinand T. Kelley | 16,400 | $ | 242,230 | 34,869 | 22,332 | $ | 526,485 | $ | 65,973 | |||||||||||||||
Anthony A. Paciulli | — | — | 1,817 | 13,633 | $ | 6,950 | $ | 13,896 | ||||||||||||||||
Edward H. Seksay | — | — | 17,167 | 15,258 | $ | 193,847 | $ | 49,071 | ||||||||||||||||
Denis K. Sheahan | 2,000 | $ | 30,577 | 38,759 | 20,816 | $ | 604,524 | $ | 55,619 |
(1) | Based upon an average market price for the Company’s Common Stock as of December 31, 2004 of $33.97. |
Number of | ||||||||||||
Securities | ||||||||||||
Number of | Remaining Available | |||||||||||
Securities to be | for Future Issuance | |||||||||||
Issued upon | Under Equity | |||||||||||
Exercise of | Weighted-Average | Compensation Plans | ||||||||||
Outstanding | Exercise Price of | (Excluding | ||||||||||
Options, Warrants | Outstanding Options, | Securities Reflected | ||||||||||
Plan Category | and Rights | Warrants and Rights | in Column (a)) | |||||||||
(a) | (b) | (c) | ||||||||||
Equity compensation plans approved by security holders | 818,729 | $23.76 | 167,071 | (1) | ||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
New equity compensation plans | 0 | Not Applicable | 800,000 | |||||||||
Total | 818,729 | $23.76 | 967,071 |
(1) | There are 102,000 shares available for future issuance for the 1996 Non-Employee Directors’ Stock Option Plan, 0 shares available for future issuance for the 1987 Employee Stock Option Plan,and 65,071 shares available for future issuance for the 1997 Employee Stock Option Plan. |
27
Table of Contents
Years of Service | ||||||||||||||||||||||||
Final Average Compensation | 10 | 15 | 20 | 25 | 30 | 35 | ||||||||||||||||||
$50,000 | $ | 7,141 | $ | 10,711 | $ | 14,281 | $ | 17,851 | $ | 19,101 | $ | 20,351 | ||||||||||||
$100,000 | $ | 17,141 | $ | 25,711 | $ | 34,281 | $ | 42,851 | $ | 45,351 | $ | 47,851 | ||||||||||||
$150,000 | $ | 27,141 | $ | 40,711 | $ | 54,281 | $ | 67,851 | $ | 71,601 | $ | 75,351 | ||||||||||||
$200,000 and higher | $ | 37,141 | $ | 55,711 | $ | 74,281 | $ | 92,851 | $ | 97,851 | $ | 102,851 |
Current Executive Officers | Credited Service | |||
Christopher Oddleifson | 1 unvested | |||
Ferdinand T. Kelley | 11 | |||
Anthony A. Paciulli | 0.5 unvested | |||
Edward H. Seksay | 3.5 unvested | |||
Denis K. Sheahan | 7.5 |
Retired Executive Officer | Credited Service | |||
Richard F. Driscoll | 11 |
28
Table of Contents
VIII. | Ownership of Common Stock and Related Matters |
A. Common Stock Beneficially Owned by any Entity with 5% or More of Common Stock and Owned by Directors and Executive Officers |
Amount and | |||||||||
Nature of | |||||||||
Beneficial | Percent of | ||||||||
Name of Beneficial Owner | Ownership | Class(1) | |||||||
Private Capital Management | 1,390,000 | (2) | 9.09 | % | |||||
8889 Pelican Bay Blvd. Naples, Florida 34108 | |||||||||
Richard S. Anderson | 28,837 | (3) | ** | ||||||
W. Paul Clark | 180,986 | (4) | 1.18 | % | |||||
Alfred L. Donovan | 44,862 | (5) | ** | ||||||
Raymond G. Fuerschbach* | 58,550 | (6) | ** | ||||||
Amy A. Geogan* | 8,552 | (7) | ** | ||||||
Benjamin A. Gilmore, II | 14,147 | (8) | ** | ||||||
E. Winthrop Hall | 25,210 | (9) | ** | ||||||
Edward F. Jankowski* | 23,420 | (10) | ** | ||||||
Kevin J. Jones | 85,610 | (11) | ** | ||||||
Ferdinand T. Kelley* | 50,991 | (12) | ** | ||||||
Jane L. Lundquist* | 3,334 | (13) | ** | ||||||
Christopher Oddleifson* | 70,850 | (14) | ** | ||||||
Anthony A. Paciulli* | 4,634 | (15) | ** | ||||||
Edward H. Seksay* | 25,060 | (16) | ** | ||||||
Denis K. Sheahan* | 52,130 | (17) | ** | ||||||
Richard H. Sgarzi | 149,946 | (18) | ** | ||||||
John H. Spurr, Jr. | 335,553 | (19) | 2.19 | % | |||||
Robert D. Sullivan | 35,342 | (20) | ** | ||||||
Brian S. Tedeschi | 89,732 | (21) | ** | ||||||
Thomas J. Teuten | 325,030 | (22) | 2.12 | % | |||||
directors and executive officers of the Company as a group (20 Individuals) | 1,312,163 | (23) | 8.55 | % |
* | Executive Officer of the Company and/or Rockland Trust |
(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, 2004. 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, 2005 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 “Summary Compensation Table And Stock Option Grants.” | |
(2) | Shares owned as of December 31, 2004. |
29
Table of Contents
(3) | Includes 8,000 shares which Mr. Anderson has a right to acquire immediately through the exercise of stock options granted pursuant to the Company’s 1996 Non-Employee Directors’ Stock Option Plan (the “Directors’ Option Plan”). | |
(4) | Includes 44,752 shares owned by Paul Clark, Inc. and 5,556 shares owned by Paul Clark Trust, as to which Mr. Clark has sole voting and investment power, and 12,729 shares owned by Mr. Clark’s wife, as to which shares Mr. Clark has shared voting and investment power. Includes 13,000 shares which Mr. Clark has a right to acquire immediately through the exercise of stock options granted pursuant to the Directors’ Option Plan. | |
(5) | Includes 13,000 shares which Mr. Donovan has a right to acquire immediately through the exercise of stock options granted pursuant to the Directors’ Option Plan. Includes 2,674 shares held by Ellien L. Donovan Trust of which Mr. Donovan has a beneficial interest. | |
(6) | Includes 56,275 shares which Mr. Fuerschbach has a right to acquire within 60 days of January 31, 2005 through the exercise of stock options granted pursuant to the 1987 Plan and the 1997 Plan. | |
(7) | Includes 759 shares owned by Ms. Geogan and her husband, jointly, and 792 shares owned by her husband’s law firm. Holdings also include 5,001 shares which Ms. Geogan has a right to acquire within 60 days of January 31, 2005 through the exercise of stock options granted pursuant to the 1997 Plan. | |
(8) | Includes 873 shares owned by Mr. Gilmore and his wife, jointly, and 592 shares owned by his wife, individually. Mr. Gilmore shares voting and investment power with respect to such shares. Includes 7,000 shares which Mr. Gilmore has a right to acquire immediately through the exercise of stock options granted pursuant to the Directors’ Option Plan. | |
(9) | Includes 13,000 shares which Mr. Hall has a right to acquire immediately through the exercise of stock options granted pursuant to the Directors’ Option Plan. |
(10) | Includes 21,992 shares which Mr. Jankowski has a right to acquire within 60 days of January 31, 2005 through the exercise of stock options granted pursuant to the 1997 Plan. |
(11) | Includes 7,124 shares owned by his wife, individually and 30,000 shares owned by his children. Includes 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 12,000 shares which Mr. Jones has a right to acquire immediately through the exercise of stock options granted pursuant to the Directors’ Option Plan. |
(12) | Includes 120 shares owned by Mr. Kelley and his wife, jointly, and 3,916 shares held in the name of The Ferdinand T. Kelley Revocable Living Trust (dated December 29, 2004) on which Mr. Kelley is a trustee and his spouse is a beneficiary, and 38,102 shares which Mr. Kelley has a right to acquire within 60 days of January 31, 2005 through the exercise of stock options granted pursuant to the 1997 Plan. |
(13) | Includes 3,334 shares which Ms. Lundquist has a right to acquire within 60 days of January 31, 2005 through the exercise of stock options granted pursuant to the 1997 Plan. |
(14) | Includes 61,100 shares which Mr. Oddleifson has a right to acquire within 60 days of January 31, 2005 through the exercise of stock options granted pursuant to the 1997 Plan. |
(15) | Includes 3,634 shares which Mr. Paciulli has a right to acquire within 60 days of January 31, 2005 through the exercise of stock options granted pursuant to the 1997 Plan. |
(16) | Includes 22,500 shares which Mr. Seksay has a right to acquire within 60 days of January 31, 2005 through the exercise of stock options granted pursuant to the 1997 Plan. |
(17) | Includes 44,809 shares which Mr. Sheahan has a right to acquire within 60 days of January 31, 2005 through the exercise of stock options granted pursuant to the 1997 Plan. |
(18) | Includes 13,000 shares which Mr. Sgarzi has a right to acquire immediately through the exercise of stock options granted pursuant to the Directors’ Option Plan. |
(19) | 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 570 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. |
30
Table of Contents
(20) | Includes 12,036 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 8,288 shares owned by Sullivan Companies Retirement Trust on which Mr. Sullivan is a Trustee. Includes 4,000 shares which Mr. Sullivan has a right to acquire immediately through the exercise of stock options granted pursuant to the Directors’ Option Plan. |
(21) | Includes 1,200 shares owned by Mr. Tedeschi’s wife, individually, and 13,000 shares which Mr. Tedeschi has a right to acquire immediately through the exercise of stock options granted pursuant to the Directors’ Option Plan. |
(22) | Includes 7,658 shares owned by Mr. Teuten’s wife, individually, 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 13,000 shares which Mr. Teuten has a right to acquire immediately through the exercise of stock options granted pursuant to the Directors’ Option Plan. |
(23) | This total has been adjusted to eliminate any double counting of shares beneficially owned by more than one member of the group. |
B. | Beneficial Ownership Reporting Compliance |
31
Table of Contents
C. | Comparative Stock Performance Graph |
Period Ending | ||||||||||||||||||||||||
Index | 12/31/99 | 12/31/00 | 12/31/01 | 12/31/02 | 12/31/03 | 12/31/04 | ||||||||||||||||||
Independent Bank Corp. | 100.00 | 103.49 | 182.56 | 197.77 | 250.75 | 304.65 | ||||||||||||||||||
NASDAQ Composite | 100.00 | 60.82 | 48.16 | 33.11 | 49.93 | 54.49 | ||||||||||||||||||
NASDAQ Bank Index* | 100.00 | 114.23 | 123.68 | 126.65 | 162.92 | 186.45 | ||||||||||||||||||
SNL NASDAQ Bank Index | 100.00 | 115.45 | 125.66 | 129.25 | 166.83 | 191.21 |
* | Source: CRSP, Center for Research in Security Prices, Graduate School of Business, The University of Chicago 2005. Used with permission. All rights reserved. crsp.com. |
IX. | Shareholder Communications to Board, Shareholder Proposals for Next Annual Meeting, and Submission of Shareholder Director Nominations |
32
Table of Contents
X. | Solicitation of Proxies and Expenses of Solicitation |
XI. | Annual Report and Form 10-K |
By Order of the Board of Directors | |
Linda M. Campion | |
Clerk |
33
Table of Contents
1. | Purpose. |
2. | Type of Options and Administration. |
(a) Types of Options. Options granted pursuant to the Plan may be either incentive stock options(“Incentive Stock Options”) meeting the requirements of Section 422 of the Code or non-statutory options which are not intended to meet the requirements of Section 422 of the Code(“Non-Statutory 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. | |
(b) Administration. |
(i) The Plan will be administered by the Board of Directors of the Company (the“Board of 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”) and issue shares upon exercise of such options as provided in the Plan. 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”) representing options 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 Option 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 Option 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”) 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 of Rule 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
Table of Contents
(c) Applicability of Rule 16b-3. Those provisions of the Plan which make express reference to Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (the“Exchange Act”), or any successor rule(“Rule 16b-3”), or which are required in order for certain option transactions to qualify for exemption under Rule 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”). |
3. | Eligibility. |
(a) General. Options and Restricted Stock 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. The selection of an officer (as the term “officer” is defined for purposes of Rule 16b-3) as a recipient of an option, the timing of the option grant, the exercise price of the option and the number of shares subject to the option 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. |
5. | Forms of Option Agreements. |
6. | Purchase Price. |
(a) 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 foregoing, the Board 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 in such other reliable publication as the Board of |
A-2
Table of Contents
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”), 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, 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. | |
(b) Payment of Purchase 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. |
8. | Exercise of Options. |
9. | Nontransferability of Options. |
10. | Effect of Termination of Employment or Other Relationship. |
A-3
Table of Contents
11. | Incentive Stock Options. |
(a) Reference to Incentive Stock Options. The applicable Option 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. | |
(b) 10% 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. |
(c) Dollar 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. 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 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 |
A-4
Table of Contents
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). |
12. | Restricted Stock Awards. |
A-5
Table of Contents
13. | Repurchase Rights and Restricted Shares. |
14. | Additional Provisions. |
A-6
Table of Contents
15. | General Restrictions. |
16. | Rights as a Shareholder. |
17. | Adjustment Provisions for Recapitalizations and Related Transactions. |
A-7
Table of Contents
18. | Merger, Consolidation, Asset Sale, Liquidation, etc. |
19. | No Special Employment Rights. |
20. | Other Employee Benefits. |
21. | Amendment of the Plan. |
A-8
Table of Contents
22. | Withholding. |
23. | Cancellation and New Grant of Options, Etc. |
24. | Effective Date and Duration of the Plan. |
A-9
Table of Contents
A-10
Table of Contents
oThe restated articles were adopted by the directors without shareholder approval and shareholder approval was not required; | |
OR | |
þThe 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. |
5. | The following is all the information required to be in the original articles of organization except that the supplemental information provided for in Article VIII of the articles of organization is not required. Any change to Article VIII must be made by filing a Statement of Change of Supplemental Information. |
B-1
Table of Contents
Without Par Value | With Par Value | |||||||||||||
Type | Number of Shares | Type | Number of Shares | Par Value | ||||||||||
Common | 30,000,000 | $ | 0.01 | |||||||||||
Preferred | 1,000,000 | $ | 0.01 |
(a) the rate of dividend (cumulative or non-cumulative) to which holders of the Preferred Stock of any such series shall be entitled; | |
(b) the terms and manner of the redemption by the Corporation of the Preferred Stock of any such series; | |
(c) the special or relative rights of the holders of the Preferred Stock of any such series in the event of the voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding-up of the Corporation; | |
(d) the terms of the sinking fund or redemption or purchase account, if any, to be provided for the Preferred Stock of any such series; |
B-2
Table of Contents
(e) the right, if any, of the holder of Preferred Stock of any such series to convert the same into stock of any other class or classes or into other securities of the Corporation, and the terms and conditions of such conversion; and | |
(f) the voting rights, if any of the holders of any such series, provided however, that no voting rights shall be extended to holders of any such series (i) which give such holders the right, on any matters requiring the approval or vote of the holders of Common Stock of this Corporation, to more than one vote per share without regard to any distinction between such series and the class of Common Stock of this Corporation, so that, except as otherwise required by applicable law, if the voting rights of the Preferred Stock (or any series thereof) include the rights to vote on any matters requiring the approval or vote of the Common Stock, then the Preferred Stock and Common Stock shall vote as a single class, or (ii) which give to such holders the right to elect more than two Directors of this Corporation, or (iii) which give to such holders, together with all other holders of Preferred Stock, the right to elect in the aggregate more than six Directors of this Corporation. |
B-3
Table of Contents
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock; |
B-4
Table of Contents
(ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, except dividends paid ratably on the Series B Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled. | |
(iii) except as permitted in subsection 4(a)(iv) below, redeem, purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series B Preferred Stock; or | |
(iv) purchase or otherwise acquire for consideration any shares of Series B Preferred Stock, or any shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. |
B-5
Table of Contents
B-6
Table of Contents
B-7
Table of Contents
B-8
Table of Contents
B-9
Table of Contents
B-10
Table of Contents
ARTICLE II | — | Deletion of references to c.156B and replacement with references to c.156D. | ||||
ARTICLE IV | — | Format changes and definition updates; addition of last 2 sentences of Section A.1.; deletion of references to c.156B and replacement with references to c.156D; terms and designation of Series A Junior Participating Preferred Stock have been rescinded. | ||||
ARTICLE VI | — | Format changes and deletion of references to c.156B and replacement with references to c.156D; addition of last sentence of Section 2; removal of provisions relating to acquiring entities, non acquiring stockholders and non acquiring directors; addition of last sentence of Section 6 | (a); addition of terms in 6(c) to allow a majority of the board of directors to remove a director for cause; addition of provisions relating to Indemnification of Directors and Officers permitted by c.156D §§ 8.50-8.59. |
B-11
Table of Contents
COMMONWEALTH OF MASSACHUSETTS | |
William Francis Galvin | |
Secretary of the Commonwealth | |
One Ashburton Place, Boston, Massachusetts 02108-1512 | |
Restated Articles of Organization | |
(General Laws, Chapter 156D, Section 10.07) |
I hereby certify that upon examination of these Restated Articles of Organization, duly submitted to me, it appears that the provisions of the General Laws relative to the organization of corporations have been complied with, and I hereby approve said articles; and the filing fee in the amount of $ having been paid, said articles are deemed to have been filed with me the day of 20 at a.m./p.m. |
Effective date: | |
(must be within 90 days of date submitted) |
WILLIAM FRANCIS GAVLIN | |
Secretary of the Commonwealth |
Contact Information: | |
Telephone: | |
Email: | |
A copy of this filing will be available on-line atwww.sec.state.ma.us/cor one the document is file. |
B-12
Table of Contents
C-1
Table of Contents
C-2
Table of Contents
C-3
Table of Contents
C-4
Table of Contents
C-5
Table of Contents
C-6
Table of Contents
C-7
Table of Contents
C-8
Table of Contents
C-9
Table of Contents
C-10
Table of Contents
(a) a written affirmation of his or her good faith belief that he or she has met the relevant standard of conduct described in Section 1 or that the proceeding involves conduct for which liability has been eliminated under a provision of the By-laws or Articles of Organization as authorized by Section 2.02(b)(4) of chapter 156D or any successor provision to such Section; and | |
(b) his or her written undertaking to repay any funds advanced if he or she is not wholly successful, on the merits or otherwise, in the defense of such proceeding and it is ultimately determined pursuant to Section 3 or by a court of competent jurisdiction that he or she has not met the relevant standard of conduct described in Section 1. Such undertaking must be an unlimited obligation of the Director or Officer but need not be secured and shall be accepted without reference to the financial ability of the Director or Officer to make repayment. |
(a) if there are two or more disinterested Directors, by the Board of Directors by a majority vote of all the disinterested Directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more disinterested Directors appointed by vote; | |
(b) by special legal counsel (1) selected in the manner prescribed in clause (a); or (2) if there are fewer than two disinterested Directors, selected by the Board of Directors, in which selection Directors who do not qualify as disinterested Directors may participate; or | |
(c) by the shareholders, but shares owned by or voted under the control of a Director who at the time does not qualify as a disinterested Director may not be voted on the determination. |
C-11
Table of Contents
C-12
Table of Contents
INDEPENDENT BANK CORP.
C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694
Your vote is important. Please vote immediately.
Vote-by-lnternet | ||
Log on to the Internet and go to http://www.eproxyvote.com/indb |
OR
Vote-by-Telephone | ||
Call toll-free 1-877-PRX-VOTE (1-877-779-8683) |
[3671 - INDEPENDENT BANK CORP.] [FILE NAME: ZINB91.ELX] [VERSION - (6)] [03/03/05] [orig. 02/04/05]
DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL | ZINB91 |
x | Please mark votes as in this example. | 3671 |
The Board of Directors recommends that you vote “FOR” the following proposals:
1. | Election of Directors. | |
Whether to reelect (01) Alfred L. Donovan, (02) E. Winthrop Hall, (03) Robert D. Sullivan, and (04) Brian S. Tedeschi to serve as Class III Directors.The Nominating Committee of the Independent Bank Corp. Board of Directors recommends that you vote “FOR ALL NOMINEES”. |
FOR ALL NOMINEESo o WITHHELD FROM ALL NOMINEES
o | ||||||
For all nominees except as noted above |
For | Against | Abstain | ||||||
2. | To ratify the selection of KPMG LLP as the independent auditor of Independent Bank Corp. for 2005. | o | o | o |
For | Against | Abstain | ||||||
3. | To approve the 2005 Independent Bank Corp. Employee Stock Plan. | o | o | o |
The Board recommends that you approve The Restated Articles in their entirety by voting “FOR” each of proposals 4A to 4G below.
For | Against | Abstain | ||||||
4A. | To approve provisions relating to unlimited voting rights for Common Stock and the right to receive the net assets of Independent Bank Corp. upon liquidation or similar event. | o | o | o |
For | Against | Abstain | ||||||
4B. | To approve the elimination of provisions relating to Series A Preferred Stock. | o | o | o |
For | Against | Abstain | ||||||
4C. | To approve provisions allowing proposals at shareholder meetings that are not otherwise specified in the notice of such meetings. | o | o | o |
For | Against | Abstain | ||||||
4D. | To approve the elimination of provisions relating to “Acquiring Entities.” | o | o | o |
For | Against | Abstain | ||||||
4E. | To approve a provision relating to a mandatory retirement age for directors. | o | o | o |
For | Against | Abstain | ||||||
4F. | To approve provisions relating to removal of directors by the board for cause. | o | o | o |
For | Against | Abstain | ||||||
4G. | To approve provisions relating to indemnification of directors and officers. | o | o | o |
For | Against | Abstain | ||||||
5. | To consider and act upon any matters incidental to any of the foregoing purposes, and any other business which may properly come before the Annual Meeting or any adjournments thereof. | o | o | o |
SHARES OF THE COMPANY’S COMMON STOCK WILL BE VOTED AS SPECIFIED. IF RETURNED BUT NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR ALL PROPOSALS, AND OTHERWISE AT THE DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO THE TIME IT IS VOTED AT THE ANNUAL MEETING.
Please be sure to sign and date this Proxy.
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.
Signature: | Date: | Signature: | Date: | |||||||||||
Table of Contents
[3671 - INDEPENDENT BANK CORP.] [FILE NAME: ZINB92.ELX] [VERSION - (3)] [03/03/05] [orig. 02/04/05]
DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL | ZINB92 |
INDEPENDENT BANK CORP.
The undersigned stockholder, having received a Notice of Meeting and Proxy Statement of the Board of Directors dated March 11, 2005 (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 Stockholders of Independent Bank Corp. to be held at the Plimoth Plantation, 137 Warren Avenue on Route 3A, Plymouth, Massachusetts on Thursday, April 21, 2005, at 3:30 p.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 the instructions set forth below. 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.
SEE REVERSE
SIDE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE
SIDE