EXHIBIT NO. 10.1
Amendment No. 1 to Third Amended and Restated Employment Agreement between
the Company, Rockland and Douglas H. Philipsen, dated June 25, 1997 ("Philipsen
Employment Agreement").
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AMENDMENT NO. 1 TO THIRD AMENDED
AND RESTATED EMPLOYMENT AGREEMENT
Reference is made to the Agreement dated and effective as of December 12,
1991 by and between Rockland Trust Company, a Massachusetts trust company (the
"Company") and Douglas H. Philipsen of Duxbury, Massachusetts (the "Executive"),
as amended by a certain Amendment to Employment Agreement dated as of February
3, 1993, and as amended and restated as of June 21, 1994, and as further amended
by a certain Amendment No. 1 to Amended and Restated Employment Agreement dated
as of January 12, 1995, and as further amended by Amendment No. 2 to Amended and
Restated Employment Agreement dated as of October 17, 1995 and as further
amended and restated by the Second Amended and Restated Employment dated
February 21, 1996, and as further amended and restated by the Third Amended and
Restated Employment Agreement dated June 25, 1997. (the "Employment Agreement").
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Employment Agreement.
W I T N E S S E T H
WHEREAS, the Executive and the Company are desirous of amending certain
provisions of the Employment Agreement to provide that certain additional
benefits be paid to the Executive upon the termination of the Executive's
employment without cause or the Executive's resignation with good reason as such
terms are defined in the Employment Agreement;
WHEREAS, the Executive and the Company are desirous of amending the
Employment Agreement as set forth above.
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. Section 6(b)(i) of the Employment Agreement is hereby amended and
restated to read as follows:
(b) Termination Without Cause; Resignation For Good Reason
(i) If the Executive's employment is terminated by the Company for any
reason other than death, disability (as defined in Section 6(e) hereof) or for
Cause, or, if the
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Executive should resign for Good Reason prior to the expiration of the Term, he
shall be entitled (A) to receive a lump sum severance payment in an amount equal
to the Executive's then current base salary for the then remaining portion of
the Term plus an amount equal to three (3) times the aggregate amount of
payments made to the Executive during the twelve (12) months preceding such
termination 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, plus (B) all amounts due to the
Executive under Section 5(i) above shall be accelerated and due and payable to
the Executive, to the extent not paid to the Executive as of the termination of
this Agreement, which payments shall be due immediately upon the termination or
resignation of the Executive's employment and, if not so paid, shall bear
interest at the rate of 15% per annum from such date until paid, and (C) (1) to
continue participation in the plans and arrangements described in clauses (b)
and (f) of Section 5 hereof (to the extent permissible by law and the terms of
such plans and arrangements) for the then remaining portion of the Term (the
"Benefits Period"), or (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 5 hereof for the Benefits Period less any portion thereof
during which the Executive has continued his participation in such plans and
arrangements described in clause (b) and (f) of Section 5 hereof in accordance
with subsection 6(b)(i)(C)(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 6(b)(i)(C)(2), and if not so paid, shall bear interest at the rate
of 15% per annum for such date until paid, and (D) to have all stock options
which have been granted to the Executive to immediately become fully 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 Plans and the relevant
stock option agreement, and (E) to continue to have use of a Company owned
automobile and to receive all reimbursements associated therewith in accordance
with the provisions of Section 5(a) hereof for the balance of the Term, or upon
his written notice to the Company at any time within three months following the
termination or resignation date (as the case may be), to purchase his Company
owned automobile at a purchase price equal
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to the book value of said automobile as carried on the books and records of the
Company, plus all applicable excise taxes.
2. Ratification.
All other provisions of the Employment Agreement shall remain unchanged and
in full force and effect, and are hereby ratified and confirmed by the parties
hereto.
3. 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 Amendment No. 1 to
Second Amended and Restated Employment Agreement as of July __, 1998.
ROCKLAND TRUST COMPANY
By:___________________________
Its:__________________________
INDEPENDENT BANK CORP.
By:___________________________
Its:__________________________
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DOUGLAS H. PHILIPSEN
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