EXHIBIT 10.11
EMPLOYMENT AGREEMENT
Agreement, dated and effective as of November 13, 2003 by and between
Rockland Trust Company, a Massachusetts trust company (the "Company") and Edward
F. Jankowski of Carver, Massachusetts (the "Executive), (the "Employment
Agreement").
WITNESSETH
WHEREAS, the Executive is willing to serve in such executive capacity
for the Company as is hereinafter described and the Company desires to retain
the Executive in such capacity;
NOW THEREFORE, in consideration of mutual covenants herein contained,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Employment; Position and Duties; Exclusive Services.
(a) Employment. The Company agrees to employ the Executive, and the
Executive agrees to be employed by the Company, for the Term provided in Section
2 hereof and upon the other terms and conditions hereinafter provided.
b) Position and Duties/Company. During the Term as defined in
Section 2 hereof, the Executive (i) agrees to act as Chief Risk Officer for the
Company and Independent Bank Corp. ("IBC") and to perform such reasonable duties
as may be assigned to him from time to time by the President and Chief Executive
Officer of the Company, and (ii) shall report to the President and Chief
Executive Officer of the Company.
(c) Exclusive Services. During the Term, and except for illness or
incapacity, the Executive shall devote all of his business time, attention,
skill and efforts exclusively to the business and affairs of the Company, and
its affiliates, shall not be engaged in any other business activity, and shall
perform and discharge well and faithfully the duties which may be assigned to
him from time to time by the President and Chief Executive; provided, however,
that nothing in this Agreement shall preclude the Executive from devoting
reasonable time during reasonable periods required for any or all of the
following:
(i) serving, in accordance with the Company's policies and with
the prior approval of the President and Chief Executive Officer of the Company,
as a director or member of a committee of any other company or organization
involving no actual or potential conflict of interest with the Company, or any
of its subsidiaries or affiliates;
(ii) investing his personal assets in businesses in which his
participation is solely that of a passive investor in such form or manner as
will not require any services on the part of the Executive in the operation or
affairs of such businesses and in such form or manner which will not create any
conflict of interest with or create the appearance of any conflict of interest
with, his duties at the Company;
provided, however, that such activities in the aggregate shall not materially
adversely affect or interfere with the performance of the Executive's duties and
obligations to the Company hereunder.
2. Term of Employment.
The Company hereby agrees to employ the Executive, and the
Executive hereby agrees to accept such employment in the capacity set forth
herein, for a period commencing on the date hereof ("Commencement Date") and
ending "at will" by either party upon written notice of termination by one party
given to the other at least fourteen (14) days prior to the termination date
specified in such notice, except as provided by Section 5 hereof. The term of
this Agreement, as the same may be terminated pursuant to Section 5, shall
hereinafter be referred to as the "Term."
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3. Cash Compensation. As compensation to the Executive for all services
to be rendered by him in any capacity hereunder, the Company shall pay during
the Term an annual base salary at the current rate of One Hundred Forty-One
Thousand One Hundred and 00/100 Dollars ($141,100.00) per annum, payable no less
frequently than bi-weekly ("Base Salary"). The Board of Directors (the "Board")
may from time to time at its discretion review the compensation provisions of
this Agreement and shall have the authority to pay an increased base salary, or
bonus or other additional compensation to the Executive.
4. Benefits.
(a) Travel and Business-Related Expenses During the Term, the
Executive shall be reimbursed in accordance with the policies of the Company as
in effect from time to time for travel and other reasonable expenses incurred in
the performance of the business of the Company.
(b) Group Life Insurance. The Company agrees to include the
Executive under the Company's group term life insurance policy in accordance
with the policies of the Company as in effect from time to time. The Company
shall pay all premiums for such coverage.
(c) Sick Leave/Disability. The Executive will enjoy the same sick
leave and short term and long term disability coverage as in effect from time to
time for employees of the Company generally.
(d) Retirement Plans. The Executive will be eligible to participate
in the Company's retirement benefit plans each in accordance with the terms of
such plans as in effect from time to time.
(e) Vacation/Holidays. The Executive will receive four (4) weeks
paid vacation, on an "as earned" basis each year and will receive ten (10)
holidays each year.
(f) Insurance. During the Term, the Executive shall participate in
all insurance programs (medical, dental, surgical, hospital) adopted by the
Company, including dependent coverage, to the same extent as other executives of
the Company from time to time.
(g) Incentive Compensation Plan. The Executive shall be eligible to
participate in the Company's Executive Incentive Compensation Plan, in
accordance with the terms of such plan as in effect from time to time.
(h) Taxes. Except as otherwise specifically provided herein, the
Executive recognizes that some or all of the foregoing benefits and those set
forth in Section 3 may give rise to a federal and/or state income tax liability,
and agrees to be responsible for such liability.
(i) Supplemental Executive Retirement Plan. The Executive will
participate in the Rockland Trust Supplemental Executive Retirement Plan, a
non-qualified plan on terms and conditions and with benefits comparable to those
applicable and available to similarly situated executives of the Company.
5. Termination of Employment.
(a) Termination For Cause; Resignation Without Good Reason.
(i) If the Executive's employment is terminated by the Company
for Cause or if the Executive resigns from his employment for any reason other
than for Good Reason, as defined below in Section 5(a)(iii), the Executive shall
have no right to receive compensation or other benefits for any period after
such Termination for Cause or resignation for any reason other than for Good
Reason, except as may be required by law and except that the Executive's rights
to exercise his stock options in the event his employment terminates shall be
governed by the Independent Bank Corp. 1997 Incentive Stock Option Plan and/or
any other relevant stock option plan, as appropriate (the "Plans") and the
relevant stock option agreement.
(ii) Termination for "Cause" shall refer to the Company's
termination of the Executive's service with the Company at any time because the
Executive has: (A) refused or failed to devote his full normal working time,
skills, knowledge, and abilities to the business of the Company, its
subsidiaries and affiliates, and in promotion of their respective interests
pursuant to Section 1 hereof; or (B) engaged in (1) activities involving his
personal profit as a result of his dishonesty, incompetence, willful misconduct,
willful violation of any law, rule or regulation or breach of fiduciary duty, or
(2) dishonest activities involving the
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Executive's relations with the Company, its subsidiaries and affiliates or any
of their respective employees, customers or suppliers; or (C) committed larceny,
embezzlement, conversion or any other act involving the misappropriation of
Company or customer funds in the course of his employment; or (D) been convicted
of any crime which reasonably could affect in an adverse manner the reputation
of the Company or the Executive's ability to perform the duties required
hereunder; or (E) committed an act involving gross negligence on the part of the
Executive in the conduct of his duties hereunder; or (F) evidenced a drug
addiction or dependency; or (G) materially breached this Agreement; provided,
however, that, in the case of any termination pursuant to clauses (A), (E), (F),
or (G) above, the Company shall give the Executive thirty (30) business days'
written notice thereof during which period the Employee, at the discretion of
the Company, may be placed on administrative leave, and the Company shall give
the Executive an opportunity to cure within such thirty-day period, and a
reasonable opportunity to be heard by the Compensation Committee of the Board to
show just cause for his actions, and to have the Compensation Committee of the
Board, in its discretion, reverse or rescind the prior action of the Company
under the clause(s).
(iii) Resignation for "Good Reason" shall mean the resignation
of the Executive after (A) the Company without the express written consent of
the Executive, materially breaches this Agreement to the substantial detriment
of the Executive; or (B) the Board or the President and Chief Executive Officer,
without Cause (as defined in Section 5(a)(ii) above), substantially changes the
Executive's core duties or removes the Executive's responsibility for those core
duties, so as to effectively cause the Executive to no longer be performing the
duties of an executive in the capacity for which the Executive was hired;
provided, however, that, in the case of resignation pursuant to this subsection
(iii), the Executive shall give the Company thirty (30) business days' written
notice thereof and, during such thirty day period, an opportunity to cure.
Anything to the contrary in this Agreement notwithstanding, a termination by the
Executive for any reason during the 30-day period immediately following the
first anniversary of the effective date of a Change of Control (as defined in
Section 5(c) hereof) shall be deemed to be a resignation for Good Reason for all
purposes of this Agreement.
(iv) The date of termination of employment by the Company for
purposes of Section 5 hereof shall be the date that the written notice of
termination from the Company to the Executive is written, and the Company agrees
to use all good faith efforts to deliver the written notice to the Executive as
soon as possible after the notice is written. The date of a resignation by the
Executive for purposes of Section 5 hereof shall be the date specified in the
written notice of resignation from the Executive to the Company.
(b) Termination Without Cause; Resignation for Good Reason. If
during the term of this Agreement, either (A) the Executive's employment with
the Company and/or any of its parent, subsidiaries or affiliates is terminated
for any reason other than death, disability (as defined in Section 5(e) hereof)
or for Cause (as such term is defined in Section 5(a)(ii) hereof), or (B) the
Executive resigns for Good Reason (as such term is defined in Section 5(a)(iii)
hereof) from employment with the Company and/or any of its parent, subsidiaries
or affiliates, the Executive shall be entitled (C)(x) to receive his then
current Base Salary for a period of twelve (12) months from the termination or
resignation date, payable at such times as such Base Salary would be payable as
if no such termination or resignation had occurred, (C)(y)(1) to continue
participation in the plans and arrangements described in clauses (b) and (f) of
Section 4 hereof (to the extent permissible by law and the terms of such plans
and arrangements) for a period of twelve (12) months after such termination or
resignation (the "Continuation Period"), or (C)(y)(2) to the extent at any time
following termination of this Agreement and during the Continuation Period that
the plans and arrangements described in clauses (b) and (f) of Section 4 hereof
are discontinued or terminated and no comparable plans in which the Executive is
permitted to continue participation are established in their place, then to
receive a gross bonus payment in an amount which after payment therefrom of all
applicable federal and state income and employment taxes, will equal the cost to
the Company at the time of the termination, resignation or discontinuation of
any such plans, attributable to the Executive's participation in the plans and
arrangements described in clauses (b) and (f) of Section 4 hereof for the
Continuation Period less any portion thereof in which the Executive has
continued his participation in such plans and arrangements described in clauses
(b) and (f) of Section 4 hereof in accordance with subsection 5(b)(C)(y)(1)
above; which payment shall be due following termination or resignation of the
Executive's employment immediately upon the date of termination, resignation or
discontinuation of any such plan, and (C)(z) to have all stock options which
have been granted to the Executive to immediately become fully exercisable and
to remain exercisable for a period of three (3) months after the employment
termination date in accordance with the terms of the Plans and the relevant
stock option agreement, provided, however, that if the provisions of Section
5(c) are applicable to such termination or resignation of employment, the
Executive's rights shall be governed by Section 5(c).
(c) Change in Control.
(i) If during the term of this Agreement, any of the events
constituting a Change of Control (as such term is defined in Section 5(c)(ii)
hereof), shall be deemed to have occurred, and following such Change of Control,
either (A) the Executive's employment with the Company and/or any of its parent,
subsidiaries, affiliates, or successors by merger or otherwise as a
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result of the Change of Control, is terminated for any reason other than death,
disability (as defined in Section 5(e) hereof) or for Cause (as such term is
defined in Section 5(a)(ii) hereof), or (B) the Executive resigns for Good
Reason (as such term is defined in Section 5(a)(iii) hereof) from employment
with the Company and/or any of its parent, subsidiaries, affiliates, or
successors by merger or otherwise as a result of the Change of Control, the
Executive shall be entitled (C)(x) to receive his then current Base Salary for a
period of twenty four (24) months from the date of termination of this Agreement
without Cause or resignation for Good Reason and to receive an amount equal to
two (2) times the greater of (a) the aggregate amount of payments made to the
Executive during the twelve (12) months preceding the date of termination of
this Agreement without Cause or resignation for Good Reason, or (b) the
aggregate amount of payments made to the Executive during the twelve (12) months
preceding the Change of Control, in each case pursuant to any bonus or incentive
compensation plan, including without limitation, the Rockland Trust Company
Officer and Executive Incentive Compensation Plan, as amended from time to time,
in each case payable in a lump sum cash payment immediately following such
termination, and (C)(y)(1) to continue participation in the plans and
arrangements described in clauses (b) and (f) of Section 4 hereof (to the extent
permissible by law and the terms of such plans and arrangements) for the period
of twenty four (24) months after such termination or resignation (the "Benefits
Period"), or (C)(y)(2) at the election of the Executive at any time following
termination of this Agreement and during the Benefits Period, to receive a gross
bonus payment in an amount which after payment therefrom of all applicable
federal and state income and employment taxes, will equal the cost to the
Company at the time of the Executive's election, attributable to the Executive's
participation in the plans and arrangements described in clauses (b) and (f) of
Section 4 hereof for the Benefits Period less any portion thereof in which the
Executive has continued his participation in such plans and arrangements
described in clauses (b) and (f) of Section 4 hereof in accordance with
subsection 5(c)(i)(C)(y)(1) above; which payment shall be due following
termination or resignation of the Executive's employment immediately upon the
Executive's delivery of written notice to the Company of his election pursuant
to subsection 5(c)(i)(C)(y)(2), and (C)(z) to have all stock options which have
been granted to the Executive to immediately become fully exercisable and to
remain exercisable for a period of three (3) months after the termination or
resignation date (as the case may be), in accordance with the terms of the Plan
and the relevant stock option agreement.
(ii) A "Change of Control" shall be deemed to have occurred if,
subsequent to the date hereof and during the term of this Agreement (A) any
"person" (as such term is defined in Section 13(d) of the Securities Exchange
Act of 1934, as amended) is or becomes the beneficial owner, directly or
indirectly, of either (x) a majority of the outstanding common stock of IBC or
the Company, or (y) securities of either IBC or the Company representing a
majority of the combined voting power of the then outstanding voting securities
of either IBC or the Company, respectively, or (B) during any period of two
consecutive years following the date hereof, individuals who at the beginning of
any such two year period constitute the Board of Directors of IBC cease, at any
time after the beginning of such period, for any reason to constitute a majority
of the Board of Directors of IBC, unless the election of each new director was
nominated or approved by at least two thirds of the directors of the Board then
still in office who were either directors at the beginning of such two year
period or whose election or whose nomination for election was previously so
approved.
(iii) In the event any amount payable as compensation to the
Executive under this Agreement when aggregated with any other amounts payable as
compensation to the Executive other than pursuant to this Agreement would
constitute a Parachute Payment (as hereinafter defined), the amount payable as
compensation under Section 5(c)(i) of this Agreement shall be reduced (but not
below zero) to the largest amount which is not a Parachute Payment (as
hereinafter defined) when aggregated with any other amounts payable as
compensation to the Executive other than pursuant to this Agreement. For
purposes hereof, the term Parachute Payment shall have the meaning given to
parachute payments set out in Internal Revenue Code of 1986 Section280G(b)(2)(A)
(relating to the quantification of parachute payments) as then in effect
determined without regard to the provisions of Internal Revenue Code of 1986
Section280G(b)(4) (relating to the exclusion of reasonable compensation from
parachute payments) as then in effect. Notwithstanding the foregoing, if the
Executive proves to the satisfaction of the Compensation Committee of the
Company's Board of Directors (if no such Compensation Committee then is in
existence, then any other committee of the Board of Directors of Company then
performing the functions of a compensation committee) with clear and convincing
evidence that all or any portion of the amount of the reduction provided in the
preceding sentence would not constitute a parachute payment within the meaning
of such term as defined in Internal Revenue Code of 1986 Section280G(b)(2)(A) as
then in effect determined with regard to the provisions of Internal Revenue Code
of 1986 Section280G(b)(4) as then in effect and that the Company's tax reporting
position in regard to the payment is overwhelmingly likely to be sustained, then
the reduction provided in the preceding sentence shall be adjusted to permit
payment of so much of such reduction as the said Compensation Committee
determines will result in the largest amount which would not constitute a
parachute payment within the meaning of such term as defined in Internal Revenue
Code of 1986 Section280G(b)(2)(A) as then in effect determined with regard to
the provisions of Internal Revenue Code of 1986 Section280G(b)(4) as then in
effect.
(d) Mitigation; Legal Fees. The Executive shall not be required to
mitigate the amount of any payment provided for in either Section 5(b) or
Section 5(c)(i) by seeking other employment or otherwise, nor shall the amount
of any payment or benefit provided for in Section 5(b) or Section 5(c)(i) be
reduced by any compensation earned by the Executive as a result of
self-
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employment or employment by another employer, by retirement benefits or by
offset against any amount claimed to be owed by the Executive to the Company or
otherwise. Following a Change of Control, the Company agrees to pay, as
incurred, all legal fees and expenses which the Executive may reasonably incur
as a result of any contest (regardless of the outcome thereof) by the Company,
the Executive or others of the validity or enforceability of, or liability
under, any provision of this Agreement or any guarantee of performance thereof
(including as a result of any contest by the Executive about the amount of any
payment pursuant to this Agreement) plus in each case interest on any delayed
payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of
the Internal Revenue Code of 1986 as then in effect.
(e) Termination By Reason of Death or Disability.
(i) Notwithstanding anything to the contrary contained in this
Agreement, the employment hereunder of the Executive shall be automatically
terminated upon the death of the Executive after which time the Company shall
have no further obligation to the Executive or his estate for any compensation
or benefits hereunder, except to the extent any compensation or benefits are due
to the Executive or his estate for any period prior to his death, provided,
however, that this Section 5(e)(i) shall not affect in any manner any other
benefits to which the Executive or his estate may be entitled or which may vest
or accrue upon his death under any arrangement, plan or program (other than this
Agreement) with the Company, by law or otherwise.
(ii) Notwithstanding anything to the contrary contained in this
Agreement, the employment hereunder of the Executive may be terminated by reason
of disability, upon written notice to the Executive, in the event of the
inability of the Executive to perform his duties hereunder by reason of
disability, whether by reason of injury (physical or mental), illness (physical
or mental) or otherwise, incapacitating the Executive for a continuous period
exceeding one hundred and eighty (180) days, as certified by a physician
selected by the Company in good faith, and the Company shall have no further
obligation under this Agreement to the Executive for any compensation or
benefits hereunder, except to the extent any compensation or benefits are due to
the Executive for any period prior to his termination by reason of disability,
provided, however, that this Section 5(e)(ii) shall not affect in any manner
other benefits to which the Executive may be entitled or which may accrue or
vest upon his disability and the Executive shall be entitled to receive such
compensation and benefits during and after such period of disability as the
Company's policies and procedures in effect from time to time provide for
similarly situated executives, as if the Executive and the Company had not
entered into this Agreement.
(iii) The Executive's rights to exercise his stock options in
the event of termination of his employment by reason of his death or disability
shall be governed by the Plans and the relevant stock option agreement.
6. Confidentiality and Non-Competition.
(a) Confidentiality. The Executive recognizes and acknowledges as an
employee of the Company, he will have access to, become acquainted with, and
obtain financial information and knowledge relating to the business, financial
condition, methods of operation and other aspects of the Company, its parent,
subsidiaries and affiliates ("Affiliated Companies") and their customers,
employees and suppliers, some of which information and knowledge is confidential
and proprietary and that the Executive could substantially detract from the
value and business prospects of the Affiliated Companies in the event, while
employed by the Company or any time thereafter, the Executive were to disclose
to any person not related to the Affiliated Companies or use such information
and knowledge for his or such other person's advantage. Accordingly, the
Executive hereby agrees that he will not disclose to any person, other than
directors, officers, employees, accountants, lawyers, consultants, advisors,
agents and representative of, or other persons related to, the Affiliated
Companies on a need to know basis in the course of carrying out his duties
hereunder, any knowledge or information of a confidential nature pertaining to
the Affiliated Companies, or their successors and assigns, including without
limitation, all unpublished matters relating to the business, properties,
accounts, books and records, business plan and customers of the said
corporations, or their successors and assigns, except with the prior written
approval of the Board, or except as may be required by law.
(b) Equitable Relief. The Executive acknowledges and agrees (i) that
the provisions of this Section 6 are reasonable and necessary for the protection
of the Company, its subsidiaries and affiliates or its or their successors and
assigns, and (ii) that the remedy at law for any breach by him of the provisions
of this Section 6 will be inadequate and, accordingly, the Executive hereby
agrees that in the case of any such breach (x) the Company or its successors and
assigns shall be entitled to injunctive relief, in addition to any other remedy
they may have, and (y) the Executive shall forfeit any future payments or
benefits to which he might be entitled hereunder.
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(c) Non-Solicitation. For a period of one (1) year after the
Executive receives any compensation pursuant to this Agreement he will not (i)
solicit, divert or take away, directly or indirectly, any Major Customer of the
Company, its parent, subsidiaries or affiliates, or its or their successors and
assigns, or (ii) directly or indirectly induce or attempt to influence any
employee of the Company, its parent or any of its subsidiaries or affiliates, or
their successors and assigns, to terminate his employment with the Company, its
parent or any of its subsidiaries or affiliates or their successors or assigns.
As used herein, "Major Customer" shall mean any customer of the Company who has
maintained an average deposit balance of at least $100,000 during the last six
months of the Term or who has maintained or obtained a credit facility of at
least $100,000 from the Company during the last six months of the Term.
(d) Enforceability. The covenants on the part of the Executive
contained in this Section 6 shall be construed as an agreement independent of
any other provision in this Agreement, and the existence of any claim or cause
of action by the Executive against the Company, whether predicated on this
Agreement or otherwise, shall not constitute a defense to the enforcement by the
Company of said covenants. This Section shall survive the termination of this
Agreement. The period, geographical area and the scope of the restrictions on
the Executive set forth herein are divisible so that if any provision of this
Section 6 is invalid, that provision shall be automatically modified to the
extent necessary to make it valid.
(e) Jurisdiction. Employee hereby submits to the exclusive
jurisdiction of the courts of Massachusetts and the Federal courts of the United
States of America located in such state in respect to the interpretation and
enforcement of the provisions of this Section 6, and Employee hereby waives, and
agrees not to assert, as a defense in any action, suit or proceeding for the
interpretation or enforcement of this Section 6, that Employee is not subject
thereto or that such action, suit or proceeding may not be brought or is not
maintainable in said courts or that this Agreement may not be enforced in or by
said courts or that Employee's property is exempt or immune from execution, that
the suit, action or proceeding is brought in an inconvenient forum, or that
venue is improper.
7. Disputes.
(a) Any dispute relating to this Agreement, or to the breach of this
Agreement, except such as may concern Section 6, arising between the Executive
and the Company shall be settled by arbitration in accordance with the
commercial arbitration rules of the American Arbitration Association ("AAA"),
which arbitration may be initiated by any party hereto by written notice to the
other of such party's desire to arbitrate the dispute. The arbitration
proceedings, including the rendering of an award, shall take place in Boston,
Massachusetts, and shall be administered by the AAA.
(b) The arbitrator shall be appointed within thirty (30) days of the
notice of dispute, and shall be chosen by the parties from the names of
available arbitrators furnished to the parties in list form by the AAA. The
parties may review and reject names of available arbitrators from up to an
aggregate of three lists furnished to the parties by the AAA. If, after having
been furnished three lists of arbitrators, the parties cannot agree on one
available arbitrator, either party may request that the AAA appoint an
arbitrator to arbitrate the dispute.
(c) The award of the arbitrator shall be final except as otherwise
provided by the laws of the Commonwealth of Massachusetts and the federal laws
of the United States, to the extent applicable. Judgment upon such award may be
entered by the prevailing party in any state or federal court sitting in Boston,
Massachusetts.
(d) No arbitration proceedings hereunder shall be binding upon or in
any way affect the interests of any party other than the Company, or its
successors and the Executive, with respect to such arbitration.
8. Indemnification.
The Company shall indemnify the Executive to the fullest extent
permitted by Massachusetts law, which indemnification may require the advance of
expenses to the Executive, if and to the extent permitted by such law. In the
event of any claim for indemnification by the Executive, the Executive shall
deliver written notice of any such claim promptly upon such a claim being made
known to the Executive, which notice shall set forth the basis for such claim.
The Company shall have the right to undertake the defense of such claim with
counsel of its choice.
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9. Non-Competition and Non-Disclosure Commitments.
The Executive hereby represents and warrants that he is not a party
to or otherwise bound by any contracts, agreements or arrangements which contain
covenants limiting the freedom of the Executive to compete in any line of
business or with any person or entity, or which provide that the Executive must
maintain the confidentiality of, or prohibit the Executive from using, any
information in the context of his professional or personal activities. The
Executive further represents and warrants that neither the execution or delivery
of this Agreement nor the performance by the Executive of his duties hereunder
will cause any breach of any contract, agreement or arrangement to which he is a
party or by which he is bound.
10. Arm's Length Negotiations; Representation By Counsel.
The parties to this Agreement further agree that this Agreement has
been negotiated by each in an arm's length transaction. The Executive
acknowledges that he has had the opportunity to be represented by legal counsel
in connection with this Agreement.
11. Tax Withholdings.
Payments to the Executive of all compensation contemplated under
this Agreement shall be subject to all applicable legal requirements with
respect to the withholding of taxes and other deductions required by law.
12. Non-Assignability; Binding Agreement.
Neither this Agreement nor any right, duty, obligation or interest
hereunder shall be assignable or delegable by the Executive without the
Company's prior written consent; provided, however, that (i) nothing in this
Section shall preclude the Executive from designating any of his beneficiaries
to receive any benefits payable thereunder upon his death or disability, or his
executors, administrators, or other legal representatives, from assigning any
rights hereunder to the person or persons entitled thereto, and (ii) any
successor to the Company pursuant to any merger or consolidation involving the
Company, and any purchaser of all or substantially all the assets of the
Company, shall succeed to the rights and assume the obligations of the Company
under this Agreement, and the Company covenants that it will not enter into or
consummate any such transaction which does not make express provision for such
succession and assumption. Subject to the foregoing, this Agreement shall be
binding upon, and inure to the benefit of, the parties hereto, any successors to
or assigns of the Company, the Executive's heirs and the personal
representatives of the Executive's estate.
13. Amendment; Waiver.
This Agreement may not be modified, amended or waived in any manner
except by an instrument in writing signed by the parties hereto. The waiver by
any party of compliance with any provision of this Agreement by the other party
shall not operate or be construed as a waiver of any provision of this
Agreement.
14. Notices.
Any notice hereunder by either party to the other shall be given in
writing by personal delivery, telex, telecopy or certified mail, return receipt
requested, to the applicable address set forth below:
(i) To the Company: Rockland Trust Company
288 Union Street
Rockland, MA 02370
Attn.: President
(ii) To the Executive: Edward F. Jankowski
8 Watson St
Carver, MA 02330
(or such other address as may from time to time be designated by notice by
either party hereto for such purpose). Notice shall be deemed given, if by
personal delivery, on the date of such delivery or, if by telex or telecopy, on
the business day following receipt of answer back or telecopy confirmation or if
by certified mail, on the date shown on the applicable return receipt.
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15. Governing Law.
This Agreement is to be governed by and interpreted in accordance
with the laws of the Commonwealth of Massachusetts. If, under such law, any
portion of this Agreement is at any time deemed to be in conflict with any
applicable statute, rule, regulation or ordinance, such portion shall be deemed
to be modified or altered to conform thereto or, if that is not possible, to be
omitted from this Agreement, and the invalidity of any such portion shall not
affect the force, effect and validity of the remaining portion thereof.
16. Supersedes Previous Agreements.
This Agreement constitutes the entire understanding between the
Company and the Executive relating to the employment of the Executive by the
Company and supersedes and cancels all prior written and oral agreements and
understandings with respect to the subject matter of this Agreement.
17. Counterparts.
This Agreement may be executed by the parties hereto in
counterparts, each of which shall be deemed to be an original, but such
counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Employment Agreement
as of the date first above written.
ROCKLAND TRUST COMPANY
By:_____________________________
Its:____________________________
INDEPENDENT BANK CORP.
By:_____________________________
Its:____________________________
________________________________
EDWARD F. JANKOWSKI
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