pre14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
þ Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
INDEPENDENT BANK CORP.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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computed pursuant to Exchange Act Rule 0-11 (set forth the
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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. |
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Form, Schedule or Registration Statement No.: |
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Date Filed: |
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March 31, 2009
Dear Fellow Shareholder:
I am pleased to invite you to our 2009 Annual Shareholders
Meeting, which will be held at 10:00 a.m. on Thursday,
May 21, 2009 at the Holiday Inn-Rockland-Boston South in
Rockland, Massachusetts. The formal meeting notice and proxy
statement on the following pages contain information about the
meeting.
In accordance with rules approved by the Securities and Exchange
Commission, we are sending a Notice of Availability of Proxy
Materials and will provide access to our proxy materials over
the internet beginning on or about April 3, 2009 for the
holders of record and beneficial owners of our common stock as
of the close of business on March 25, 2009, the record date
for our Annual Shareholders Meeting.
Whether or not you plan to attend, you can insure that your
shares are represented at the meeting by promptly voting and
submitting your proxy. Voting procedures are described in the
proxy statement and on the proxy form. Your vote is important,
so I urge you to cast it promptly.
Cordially,
Christopher Oddleifson
President and Chief Executive Officer
Independent Bank Corp.
Rockland Trust Company
DIRECTIONS
TO ANNUAL MEETING
DRIVING DIRECTIONS
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From Boston and Points North:
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Ø Take
Route 93 South to Route 3 South
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Ø Take
Exit 14 (Rockland, Nantasket) off Route 3
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Ø At
the end of the exit ramp bear right onto Hingham Street (Route
228)
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Ø The
Holiday Inn-Rockland-Boston South is located approximately
0.4 miles on the left behind Bellas Restaurant
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From Cape Cod:
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Ø Take
Route 3 North to Exit 14 (Rockland, Nantasket)
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Ø At
the end of the exit ramp turn left onto Hingham Street (Route
228)
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Ø The
Holiday Inn-Rockland-Boston South is located approximately
0.7 miles on the left behind Bellas Restaurant.
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NOTICE OF ANNUAL SHAREHOLDERS
MEETING
The Annual Shareholders Meeting of Independent Bank Corp. will
be held at the
HOLIDAY INN-ROCKLAND-BOSTON SOUTH
929 Hingham Street
Rockland, Massachusetts 02370
on May 21, 2009 at 10:00 a.m.
At the annual meeting, Independent Bank Corp. will ask you to:
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(1)
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Reelect Richard S. Anderson, Kevin J. Jones, Donna A. Lopolito,
Richard H. Sgarzi, and Thomas J. Teuten to serve as Class I
Directors;
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(2)
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Provide an advisory (non-binding) vote on the following
proposal: Resolved, that the shareholders approve the
compensation of executive officers, as disclosed pursuant to the
compensation disclosure rules of the Securities and Exchange
Commission (which disclosure shall include the Compensation
Discussion and Analysis, the compensation tables, and any
related materials); and
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(3)
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Transact any other business which may properly come before the
annual meeting.
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You may vote at the annual meeting if you were a shareholder of
record at the close of business on March 25, 2009.
Important Notice Regarding Internet Availability of Proxy
Materials for May 21, 2009 Shareholder Meeting: This
Proxy Statement and our Annual Report to Shareholders for the
year ended December 31, 2008 are available at
www.envisionreports.com/indb2009.
By Order of the Independent Bank
Corp. Board of Directors
Linda M. Campion
Clerk
Rockland, Massachusetts
March 31, 2009
YOUR VOTE IS IMPORTANT REGARDLESS OF HOW MANY SHARES YOU
OWN! Whether or not you plan to attend the annual meeting,
please promptly vote your shares. Voting procedures are
described in the proxy statement and on the proxy form.
INDEPENDENT
BANK CORP. PROXY STATEMENT
TABLE OF
CONTENTS
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2009 PROXY STATEMENT
THE
ANNUAL MEETING AND VOTING PROCEDURES
What is
the purpose of the annual meeting?
At the annual meeting shareholders will vote upon the matters
that are summarized in the formal meeting notice. This proxy
statement contains important information for you to consider
when deciding how to vote on the matters before the meeting.
Please read it carefully.
Who can
vote?
Shareholders of record at the close of business on
March 25, 2009 are entitled to vote. Each share of common
stock is entitled to one vote at the annual meeting. On
March 25,
2009, shares
of our common stock were outstanding and eligible to vote.
How do I
vote?
If you are a registered shareholder (that is, if you hold shares
that are directly registered in your own name) you have four
voting options:
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Over the internet, which we encourage if you have internet
access, at the internet address shown on your proxy form;
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By telephone, by calling the telephone number on your proxy form;
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By mail, by completing, signing, dating, and returning your
proxy form; or
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By attending the annual meeting and voting your shares in person.
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If your shares are held in the name of a bank, broker, or other
nominee, which is referred to as being held in street
name, you will receive separate voting instructions with
your proxy materials. If you hold your shares in street name,
your ability to vote by internet or by telephone depends on the
voting process of the bank, broker, or other nominee that holds
your shares. Although most banks, brokers, and nominees also
offer internet and telephone voting, availability and specific
procedures will depend on their voting arrangements. Please
follow their directions carefully. If you want to vote shares
that you hold in street name at the meeting, you must request a
legal proxy from the bank, broker, or other nominee that holds
your shares and present that proxy, along with proof of your
identity, at the meeting.
Can I
change my vote?
You may revoke your proxy and change your vote at any time
before voting begins at the annual meeting.
Any shareholder giving a proxy has the power to revoke it at any
time before it is exercised by (i) filing a written notice
of revocation with our clerk at least one business day prior to
the meeting, (ii) submitting a duly executed proxy bearing
a later date which is received by our clerk at least one
business day prior to the meeting, or (iii) by appearing at
the meeting in person and giving our clerk proper written notice
of his or her intention to vote in person.
If your shares are held in street name, you should contact your
bank, broker, or other nominee to revoke your proxy or, if you
have obtained a legal proxy from your bank, broker, or other
nominee giving you the right to vote your shares at the meeting,
you may change your vote by attending the meeting and voting in
person.
Who is
asking for my vote?
The Independent Bank Corp. Board of Directors (the
Board) is requesting your vote. We filed this proxy
statement with the United States Securities and Exchange
Commission on March , 2009 and the Board
anticipates that it will be made available via the internet on
or about April 3, 2009.
What are
your voting recommendations?
The Board recommends that you vote as follows:
(1) FOR ALL NOMINEES with respect to the
reelection of Richard S. Anderson, Kevin J. Jones, Donna A.
Lopolito, Richard H. Sgarzi, and Thomas J. Teuten as
Class I directors.
(2) FOR the advisory (non-binding) vote
on the following proposal: Resolved, that the shareholders
approve the compensation of executive officers, as disclosed
pursuant to the compensation disclosure rules of the Securities
and Exchange Commission (which disclosure shall include the
Compensation Discussion and Analysis, the compensation tables,
and any related materials).
Each proxy that the Board receives that is not timely revoked,
in writing, will be voted in accordance with the instructions it
contains. The Board will only use proxies received prior to or
at the annual meeting and any adjournments thereof. Upon such
other matters as may properly come before the meeting, the
persons appointed as proxies will vote in accordance with their
best judgment.
How many
votes are needed?
Assuming a quorum is present, the amount of votes required for
approval of the matters to be considered is as follows:
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A plurality of votes cast by shareholders present, in person or
by proxy, at the annual meeting is required for the election of
directors. Plurality means that the nominees
receiving the largest number of votes cast are elected as
directors up to the maximum number of directors who are
nominated to be elected at the meeting. At our meeting the
maximum number of Class I directors to be elected is five.
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A majority of votes cast by shareholders present, in person or
by proxy, at the annual meeting is required to approve the
advisory (non-binding) proposal on executive compensation.
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Abstentions (a proxy that withholds authority to vote) are
counted as negative votes in the tabulation of the votes on
proposals presented to shareholders. Broker non-votes are
disregarded for purposes of determining whether a proposal has
been approved.
Banks, brokers, or other nominees may vote shares held for a
customer in street name on matters that are considered to be
routine even if they have not received instructions
from their customer. A broker nonvote occurs when a
bank, broker, or other nominee has not received voting
instructions from a customer and cannot vote the customers
shares because the matter is not considered routine.
The two matters before the meeting this year the
election of directors and the advisory (non-binding) proposal to
approve executive compensation are deemed
routine matters, which means that if your shares are
held in street name your bank, broker, or other nominee can vote
your shares on those proposals if you do not provide timely
instructions for voting your shares.
Who can
attend the meeting?
Shareholders of record as of March 25, 2009 may attend
the meeting, and may be accompanied by one guest. Even if you
plan to attend the annual meeting we encourage you to vote your
shares by proxy. If you choose to attend, please bring proof of
stock ownership and proof of your identity with you.
2
How many
shareholders need to attend the meeting?
In order to conduct the meeting, a majority of shares entitled
to vote must be present in person or by proxy. This is called a
quorum. If you return valid proxy instructions or vote in person
at the meeting, you will be considered part of the quorum.
Abstentions and broker non-votes are counted as being present
for purposes of determining the presence of a quorum.
Householding
of annual meeting materials
Some banks, brokers and other nominee record holders may be
participating in the practice of householding proxy
statements and annual reports. This means that if a household
participates in the householding program, it will receive an
envelope containing one set of proxy materials and a separate
proxy card for each stockholder account in the household. Please
vote all proxy cards enclosed in such a package. We will
promptly deliver a separate copy of the proxy statement or proxy
card to you if you contact us at the following address or
telephone number: Clerk, Independent Bank Corp., 288 Union
Street, Rockland Massachusetts 02370; telephone:
(781) 982-6243.
If you want to receive separate copies of the proxy statement or
annual report to stockholders in the future, or if you are
receiving multiple copies and would like to receive only one
copy per household, you should contact your bank, broker, or
other nominee record holder, or you may contact us at the
address or telephone number above.
Participation in householding will not affect or apply to any of
your other stockholder mailings, such as dividend checks,
Forms 1099, or account statements. Householding saves us
money by reducing printing and postage costs, and it is
environmentally friendly. It also creates less paper for
participating stockholders to manage. If you are a beneficial
holder, you can request information about householding from your
broker, bank or other nominee.
MATTERS
TO BE VOTED UPON AT ANNUAL MEETING
Independent Bank Corp. is, for ease of reference, sometimes
referred to in this proxy statement simply as the Company.
Rockland Trust Company, our wholly-owned banking
subsidiary, is for ease of reference sometimes referred to in
this proxy statement simply as Rockland Trust.
Election
of Directors (Notice Item 1)
The Companys articles of organization provide that the
Board shall be divided into three classes as nearly equal in
number as possible, and that the members of each class are to be
elected for a term of three years. Director Carl Ribeiro was
elected to the Board during 2008, so there are now 12 members of
the Board, divided into three classes of directors.
Directors continue to serve until their three-year term expires
and until their successors are elected and qualified, unless
they earlier reach the mandatory retirement age of 72, die,
resign, or are removed from office. One class of directors is
elected annually.
The Nominating and Corporate Governance Committee of the Board,
which we sometimes refer to in this proxy statement simply as
the nominating committee, selects director nominees to be
presented for shareholder approval at the annual meeting,
including the nomination of incumbent directors for reelection
and the consideration of any director nominations submitted by
shareholders. For information relating to the nomination of
directors by our shareholders, see Board of Directors
Information Shareholder Director Nominations
below.
All director candidates are evaluated in accordance with the
criteria set forth in the Companys Governance Principles,
which may be viewed by accessing the Investor Relations
link on the Rockland Trust website
(http://www.rocklandtrust.com),
with respect to director qualifications. The nominating
committee has nominated
3
the following directors, whom we refer to in this proxy
statement as the board nominees, for reelection at the annual
meeting to the class of directors whose terms will expire at the
2012 annual meeting:
Class I
Directors (Nominees for Terms Expiring in 2012):
Richard S. Anderson.
Age 66. Mr. Anderson is President and
Treasurer of Anderson-Cushing Insurance Agency, Inc., an
insurance broker in Middleborough, Massachusetts.
Mr. Anderson has served as a director of Rockland Trust and
the Company since 1992.
Kevin J. Jones. Age 57. Mr. Jones is
Treasurer of Plumbers Supply Company, a wholesale plumbing
supply company, in Fall River, Massachusetts. Mr. Jones has
served as a director of Rockland Trust since 1997 and as a
director of the Company since 2000.
Donna A. Lopolito,
Age 50. Ms. Lopolito is a Client
Service Chief Financial Officer and Business Development Officer
of AccountAbility Outsourcing, Inc., a firm based in Newton,
Massachusetts. Ms. Lopolito has served as a director of
Rockland Trust and the Company since 2005.
Richard H. Sgarzi.
Age 66. Mr. Sgarzi is a retired
cranberry grower. Mr. Sgarzi has served as a director of
Rockland Trust since 1980 and as a director of the Company since
1994.
Thomas J. Teuten. Age 68. Mr. Teuten
is Chairman of the Board of A.W. Perry, Inc., a real estate
investment company in Boston, Massachusetts, and its
wholly-owned subsidiary A.W. Perry Security Corporation.
Mr. Teuten was named Chairman of the Board of Rockland
Trust and the Company in July 2003. Mr. Teuten has served
as a director of Rockland Trust since 1975 and as a director of
the Company since 1986.
Unless instructions to the contrary are received, it is intended
that the shares represented by proxies will be voted for the
reelection of the board nominees. Each of the board nominees has
consented to serve, and we have no reason to believe that any of
the board nominees will be unable to serve. If, however, any of
the board nominees should not be available for election at the
time of the annual meeting, it is the intention of the persons
named as proxies to vote the shares to which the proxy relates,
unless authority to do so has been withheld or limited in the
proxy, for the election of such other person or persons as may
be designated by the Board or, in the absence of such
designation, in such other manner as they may, in their
discretion, determine.
The
Nominating Committee Therefore Recommends That You Vote
FOR ALL NOMINEES And Reelect The Board Nominees.
Advisory
(Non-Binding) Vote on Executive Compensation (Notice
Item 2)
The American Recovery and Reinvestment Act of 2009, signed into
law on February 17, 2009, requires participants in the
Treasurys Capital Purchase Program to permit a separate,
non-binding shareholder vote to approve the compensation of
executives, as disclosed pursuant to the compensation disclosure
rules of the Securities and Exchange Commission (including the
Compensation Discussion and Analysis, the compensation tables,
and any related material) while they participate in the Capital
Purchase Program.
As a participant in the Capital Purchase Program, the Company is
providing you the opportunity to vote on the following
resolution:
Resolved, that the shareholders approve the compensation
of executive officers, as disclosed pursuant to the compensation
disclosure rules of the Securities and Exchange Commission
(which disclosure shall include the Compensation Discussion and
Analysis, the compensation tables, and any related
materials).
As discussed in the Compensation Discussion and Analysis section
of this proxy statement, the Board of Directors believes that
our compensation policies and procedures are designed to provide
a strong link between executive officer compensation and our
short and long-term performance. The objective of the
Companys compensation program is to provide compensation
which is competitive, variable based on our performance, and
aligned with the long-term interests of shareholders.
4
Because your vote is advisory, it will not be binding upon the
Board of Directors. However, the Compensation Committee may take
the outcome of the vote into account when considering future
executive compensation arrangements.
The Board of Directors recommends that shareholders vote
FOR
approval of the advisory (non-binding) proposal on executive
compensation.
Other
Matters (Notice Item 3)
The proxy also confers discretionary authority with respect to
any other business which may come before the annual meeting,
including rules for the conduct of the meeting. The Board knows
of no other matter to be presented at the meeting. It is the
intention of the persons named as proxies to vote the shares to
which the proxies relate according to their best judgment if any
matters not included in this proxy statement come before the
meeting.
BOARD OF
DIRECTORS INFORMATION
Current
Board Members
In addition to the board nominees set forth above, the Board of
the Company is comprised of the individuals listed below.
Class II
Directors (Term Expiring in 2010) (Directors Continuing In
Office):
Benjamin A. Gilmore, II.
Age 61. Mr. Gilmore is President of
Gilmore Cranberry Co., Inc., a cranberry grower in South Carver,
Massachusetts, and is also an engineering consultant.
Mr. Gilmore has served as a director of Rockland Trust and
the Company since 1992.
Eileen C. Miskell.
Age 51. Ms. Miskell is the Treasurer of
The Wood Lumber Company, a lumber company based in Falmouth,
Massachusetts. Ms. Miskell has served as a director of
Rockland Trust and the Company since 2005.
Carl Ribeiro. Age 62. Mr. Ribeiro is
the owner and President of Carlson Southcoast Corporation, a
holding company for several food industry businesses based in
New Bedford, Massachusetts. Mr. Ribeiro is also the
Chairman of Famous Foods, an internet food distributor based in
New Bedford, Massachusetts. Mr. Ribeiro has served as a
director of Rockland Trust and the Company since March 1,
2008.
John H. Spurr, Jr.
Age 62. Mr. Spurr is President of A.W.
Perry, Inc., a real estate investment company in Boston,
Massachusetts, and its wholly-owned subsidiary A.W. Perry
Security Corporation. Mr. Spurr has served as a director of
Rockland Trust since 1985 and as a director of the Company since
2000.
Class III
Directors (Term Expires in 2011) (Directors Continuing In
Office):
Christopher Oddleifson.
Age 50. Mr. Oddleifson has served as
President and Chief Executive Officer of Rockland Trust and the
Company since 2003. From 1998 to 2002 Mr. Oddleifson was
President of First Union Home Equity Bank, a national banking
subsidiary of First Union Corporation in Charlotte, North
Carolina. Until its acquisition by First Union,
Mr. Oddleifson was the Executive Vice President,
responsible for Consumer Banking, for Signet Bank in Richmond,
Virginia. He has also worked as a management consultant for
Booz, Allen and Hamilton in Atlanta, Georgia.
Mr. Oddleifson has served as a director of Rockland Trust
and the Company since 2003.
Robert D. Sullivan.
Age 66. Mr. Sullivan is President of
Sullivan Tire Co, Inc., a retail and commercial tire and
automotive repair service with locations throughout
Massachusetts, Maine, New Hampshire, Connecticut and Rhode
Island. Mr. Sullivan has served as a director of Rockland
Trust since 1979 and as a director of the Company since 2000.
Brian S. Tedeschi.
Age 58. Mr. Tedeschi is a retired real
estate developer and a Director of Tedeschi Food Shops, Inc.
Mr. Tedeschi has served as a director of Rockland Trust
since 1980 and as a director of the Company since 1991.
5
Corporate
Governance Information
The Board has adopted a written statement of governance
principles, an audit committee charter, and written charters for
all Board committees, including the nominating committee. Our
governance principles, as well as the charter for each current
committee of the Board
and/or of
Rockland Trust may be viewed by accessing the Investor
Relations link on the Rockland Trust website
(http://www.rocklandtrust.com).1
Our common stock ownership guidelines for directors are set
forth in our governance principles. The Company has a written
Code of Ethics to assist its directors, officers, and employees
in adhering to their ethical and legal responsibilities. The
current version of the Code of Ethics may also be viewed by
accessing the Investor Relations link on the Rockland
Trust website
(http://www.rocklandtrust.com).
NASDAQ Stock Market (NASDAQ) rules, and our
governance principles, require that at least a majority of our
Board be composed of independent directors. All of
our directors other than Mr. Oddleifson, who is the
President and CEO of the Company and Rockland Trust, are
independent within the meaning of both the NASDAQ
rules and our own corporate governance principles. Ten of our
eleven directors, therefore, are currently
independent directors.
None of our directors are members of board of directors of any
other publicly-traded company. Our formal position on the time
which directors must be willing to devote to their duties is set
forth in our governance principles.
Shareholder
Communications to Board
The Board will give appropriate attention to written
communications on issues that are submitted by shareholders and
will respond if and as appropriate. Absent unusual circumstances
or as expressly contemplated by committee charters, the general
counsel of the Company will (1) be primarily responsible
for monitoring communications from shareholders and
(2) provide copies or summaries of such communications to
the Board as he considers appropriate.
Communications will be forwarded to all directors if they relate
to substantive matters and include suggestions or comments that
the general counsel of the Company considers to be important for
the Board to know. In general, communications relating to
corporate governance and long-term corporate strategy are more
likely to be forwarded than communications relating to personal
grievances and matters as to which the Company tends to receive
repetitive or duplicative communications.
Shareholders who wish to send communications on any topic to the
Board should submit them, in writing, to the Clerk, Independent
Bank Corp., 288 Union Street, Rockland, Massachusetts 02370.
Shareholder
Director Nominations
In accordance with the Companys By-Laws and its Charter,
the nominating committee considers director nominees submitted
by shareholders. The Companys By-Laws, require
shareholders to submit director nominations to the Company not
less than 75 days nor more than 125 days prior to the
anniversary date of the immediately preceding annual meeting.
The nomination must set forth the name, age, business address,
residence address, occupation, and amount of common stock held
by the director nominee, as well as the written consent of the
nominee. The shareholder must also include his or her name,
record address, and amount of common stock held in the
nomination. The shareholder must make certain further
representations, as set forth in the Companys By-Laws.
Shareholders should submit any director nominations, in writing,
to the Clerk, Independent Bank Corp., 288 Union Street,
Rockland, Massachusetts 02370.
1 We
have included references to the Rockland Trust website address
at different points in this Proxy Statement as an inactive
textual reference and do not intend it to be an active link to
our website. Information contained on our website is not
incorporated by reference into this Proxy Statement.
6
The nominating committee will, as stated in its charter, review
any director nominations submitted by shareholders to determine
if the nominees satisfy the following criteria set forth in the
Boards governance principles with respect to
qualifications for directors:
|
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|
|
Directors should, as a result of their occupation, background,
and/or
experience, possess a mature business judgment that enables them
to make a positive contribution to the Board. Directors are
expected to bring an inquisitive and objective perspective to
their duties. Directors should possess, and demonstrate through
their actions on the Board, exemplary ethics, integrity, and
values.
|
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|
|
Directors will be ineligible to continue to serve on the Board
once they attain the age of 72. Directors who attain the age of
72 during their elected term as a Director will retire from the
Board upon reaching the age of 72.
|
|
|
|
Aside from any stock ownership requirements that are imposed by
law, Directors are not required to own any minimum amount of the
Companys common stock in order to be qualified for Board
service. Director ownership of the Companys common stock,
however, is strongly encouraged.
|
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|
While familiarity with the communities that Rockland Trust
serves is one factor to be considered in determining if an
individual is qualified to serve as a Director, it is not a
controlling factor. It is the sense of the Board, however, that
a significant portion of the Directors should represent or be
drawn from the communities that Rockland Trust serves.
|
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|
Customers of Rockland Trust, if otherwise qualified, may be
considered for Board membership. A customer relationship,
however, will be a secondary criteria considered in evaluating a
Director candidate in addition to other relevant considerations.
|
Directors must be willing to devote sufficient time to carrying
out their duties and responsibilities effectively, and should be
committed to serve on the Board for an extended period of time.
Directors should offer their resignation in the event of any
significant change in circumstances that renders them incapable
of performing their duties.
Shareholder
Proposals for Next Annual Meeting
If you are interested in submitting a proposal for inclusion in
the proxy statement for the 2010 annual meeting, you need to
follow the procedures outlined in
Rule 14a-8
of the Exchange Act. Any shareholder who wishes to present a
proposal for consideration by all of the Companys
shareholders at the 2010 Annual Meeting will be required,
pursuant to
Rule 14a-8,
to deliver the proposal to the Company no later than
December 4, 2009. In the event the Company receives notice
of a shareholder proposal to take action at next years
annual meeting of shareholders that is not submitted for
inclusion in the Companys proxy material, or is submitted
for inclusion but is properly excluded from the proxy material,
the persons named in the proxy sent by the Company to its
shareholders intend to exercise their discretion to vote on the
shareholder proposal in accordance with their best judgment if
notice of the proposal is not received at the Companys
principal executive offices by February 17, 2010. Please
forward any shareholder proposals, in writing, to the Clerk,
Independent Bank Corp., 288 Union Street, Rockland,
Massachusetts 02370.
Director
Attendance at Annual Shareholder Meeting and Meetings of the
Board and its Committees
It is our policy that, to the extent possible, all directors
attend the annual meeting. All of our current directors attended
last years annual meeting.
During 2008, the Boards of the Company and Rockland Trust had 14
concurrent meetings. All directors attended at least 75% of the
meetings of our Board during 2008, with the exception of
Director Tedeschi who attended 64% of the meetings.
During 2008 the Boards of the Company and Rockland Trust both
had standing executive, audit, compensation, and nominating
committees with the same membership. During 2008 the Rockland
Trust Board also had a standing trust committee. All Board
committees operate under a written charter approved by the Board
which describes the committees role and responsibilities.
The charter for each Board committee may be viewed by accessing
the Investor Relations link on the Rockland Trust website
(http://www.rocklandtrust.com).
7
Directors membership on Board committees as of
December 31, 2008 is as noted below. Three directors serve
as rotating members of the executive committee for a three month
term, with the term of each rotating director staggered so that
a new director rotates on and off of the committee each month.
The following table provides 2008 membership by current
directors and meeting information for each of the standing
committees of the Companys Board:
|
|
|
|
|
|
|
|
|
Name
|
|
Executive
|
|
Audit
|
|
Compensation
|
|
Nominating
|
|
Mr. Jones
|
|
X*
|
|
|
|
X
|
|
X
|
Mr. Sgarzi
|
|
X
|
|
|
|
X
|
|
X
|
Mr. Teuten
|
|
X
|
|
|
|
X
|
|
X
|
Mr. Oddleifson
|
|
X
|
|
|
|
|
|
|
Mr. Anderson
|
|
X (rotating basis)
|
|
|
|
|
|
X*
|
Mr. Gilmore
|
|
X (rotating basis)
|
|
|
|
X*
|
|
|
Ms. Lopolito
|
|
X (rotating basis)
|
|
X
|
|
|
|
X
|
Ms. Miskell
|
|
X (rotating basis)
|
|
X
|
|
|
|
X
|
Mr. Ribeiro
|
|
X (rotating basis)
|
|
|
|
|
|
|
Mr. Spurr
|
|
X (rotating basis)
|
|
X*
|
|
|
|
|
Mr. Sullivan
|
|
X (rotating basis)
|
|
X**
|
|
|
|
|
Mr. Tedeschi
|
|
X (rotating basis)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Meetings Held In 2008
|
|
23 meetings
|
|
4 meetings
|
|
9 meetings
|
|
3 meetings
|
|
|
|
* |
|
indicates Committee Chairman |
|
** |
|
indicates Committee Vice Chairman |
All directors attended at least 75% of the 2008 committee
meetings of the Board of which they were members, with the
exceptions of Directors Anderson and Spurr who each attended 60%
of their rotating Executive Committee meetings.
Director
Cash and Equity Compensation
Non-employee directors of the Company and Rockland Trust receive
both cash and equity compensation as described below. Board
compensation is benchmarked annually by comparison to peer
institutions using publicly-available information. Director
compensation is designed to attract and retain persons who are
well-qualified to serve as directors of the Company and Rockland
Trust.
Director
Cash Compensation
Non-employee directors of the Company and Rockland Trust receive
cash compensation in the form of annual retainers and Board and
committee meeting fees. Total cash director compensation depends
upon whether a director served as Chair of the Board or one its
committees, whether a director served as a permanent or rotating
executive committee member, and upon the number of Board and
committee meetings a director attended.
8
The annual retainers for non-employee directors of the Company
and of Rockland Trust during 2008 were as follows:
|
|
|
|
|
Position
|
|
2008 Annual Retainer
|
|
|
Chairman of Board
|
|
$
|
15,000
|
|
Chairman of Executive Committee
|
|
$
|
15,000
|
|
Chairman Audit Committee
|
|
$
|
12,500
|
|
Vice Chairman Audit Committee
|
|
$
|
12,500
|
|
Chairman Compensation Committee
|
|
$
|
10,000
|
|
Chairman Nominating & Governance Committees
|
|
$
|
10,000
|
|
Permanent Executive Committee Member
|
|
$
|
12,500
|
|
Rotating Executive Committee Member
|
|
$
|
10,000
|
|
Board meeting fees during the first six months of 2008 were
$1,800 per meeting for the Chairman and $850 per meeting for all
other directors. Committee meeting fees during 2008 were $1,250
per meeting for the audit committee, $1,600 per meeting for all
committee Chairmen and $1,000 per meeting all other Board
committee members.
In December 2008, based upon an analysis of peer group data, the
Board voted: to alter Board meeting fees by decreasing the
Chairmans per meeting fee to $950 and increasing the per
meeting fee for all other directors to $950 per meeting,
retroactive to July 2008; and, to increase annual retainers,
effective in 2009, as follows:
|
|
|
|
|
Position
|
|
2009 Annual Retainer
|
|
|
Chairman of Board
|
|
$
|
30,000
|
|
Chairman of Executive Committee
|
|
$
|
25,000
|
|
Chairman Audit Committee
|
|
$
|
15,000
|
|
Vice Chairman Audit Committee
|
|
$
|
15,000
|
|
Chairman Compensation Committee
|
|
$
|
15,000
|
|
Chairman Nominating & Governance Committees
|
|
$
|
15,000
|
|
Permanent Executive Committee Member
|
|
$
|
17,000
|
|
Rotating Executive Committee Member
|
|
$
|
12,000
|
|
The Company has established a Deferred Compensation Program that
permits non-employee directors who choose to participate to
defer all or any portion of the cash compensation they would
otherwise receive. Directors who choose to participate in the
Deferred Compensation Program have all, or a designated portion,
of the cash compensation they would otherwise receive invested
in the Companys common stock. Distributions, in the form
of the Companys common stock, are made to directors who
choose to participate in the Deferred Compensation Program
following their departure from the Board. During the past year
the following directors chose to defer some or all of their cash
compensation pursuant to the Deferred Compensation Program:
Director Anderson 100% deferred; Director
Jones 100% deferred; Director Miskell
100% deferred; and Director Spurr 50% deferred.
No additional fees were paid to any member of the compensation
committee or nominating committee for attendance at committee
meetings if they were held concurrently with meetings of the
executive committee
and/or Board.
No fees were paid to any director who was an employee of the
Company or Rockland Trust for attendance at any Board or Board
committee meetings.
Director
Equity Compensation
In April 2006 shareholders approved the 2006 Independent
Bank Corp. Non-Employee Director Stock Plan. The
2006 Director Stock Plan provides that, following each
annual shareholders meeting after 2006, each non-employee
director who serves on the Board of the Company
and/or
Rockland Trust at any point during the calendar year of that
annual meeting shall automatically and without further action be
granted a restricted stock award for 400 shares of common
stock. Under the 2006 Director Stock Plan, each person who
becomes a non-employee director at any time following the 2006
annual meeting shall, on the first anniversary of his or her
election, also be
9
granted a non-statutory option to purchase 5,000 shares of
common stock. The 2006 Director Stock Plan also provides
that restricted stock awards made to non-employee directors vest
upon the earlier of: five years from the date of grant or any
earlier date upon which an individual ceases to be a
non-employee director for any reason other than removal from the
Board for cause.
The following table summarizes the cash and equity compensation
paid to non-employee directors in 2008:
DIRECTOR
COMPENSATION TABLE
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
Fees
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
Earned
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
or Paid
|
|
|
Stock
|
|
|
Option
|
|
|
Incentive Plan
|
|
|
Compensation
|
|
|
All Other
|
|
|
|
|
Name
|
|
in Cash(1)
|
|
|
Awards(2)
|
|
|
Awards(2)
|
|
|
Compensation
|
|
|
Earnings
|
|
|
Compensation(3)
|
|
|
Total
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
Richard S. Anderson
|
|
$
|
35,900
|
|
|
$
|
6,740
|
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
648
|
|
|
$
|
43,288
|
|
Benjamin A. Gilmore, II
|
|
$
|
39,100
|
|
|
$
|
6,740
|
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
648
|
|
|
$
|
46,488
|
|
Kevin J. Jones
|
|
$
|
59,300
|
|
|
$
|
6,740
|
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
648
|
|
|
$
|
66,688
|
|
Donna A. Lopolito
|
|
$
|
37,700
|
|
|
$
|
6,740
|
|
|
$
|
67
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
648
|
|
|
$
|
45,155
|
|
Eileen C. Miskell
|
|
$
|
40,700
|
|
|
$
|
6,740
|
|
|
$
|
67
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
648
|
|
|
$
|
48,155
|
|
Carlos Ribeiro
|
|
$
|
28,000
|
|
|
$
|
1,626
|
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
216
|
|
|
$
|
29,842
|
|
Richard H. Sgarzi
|
|
$
|
52,400
|
|
|
$
|
6,740
|
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
648
|
|
|
$
|
59,788
|
|
John H. Spurr, Jr.
|
|
$
|
40,900
|
|
|
$
|
6,740
|
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
648
|
|
|
$
|
48,288
|
|
Robert D. Sullivan
|
|
$
|
40,050
|
|
|
$
|
6,740
|
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
648
|
|
|
$
|
47,438
|
|
Brian S. Tedeschi
|
|
$
|
24,150
|
|
|
$
|
6,740
|
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
648
|
|
|
$
|
31,538
|
|
Thomas J. Teuten
|
|
$
|
59,400
|
|
|
$
|
7,205
|
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
648
|
|
|
$
|
67,253
|
|
|
|
|
(1) |
|
Column (b) reflects the total fees earned or paid in cash
for directors. As noted above, during the past year the
following directors chose to defer some or all of their cash
compensation pursuant to the Deferred Compensation Program:
Director Anderson 100% deferred; Director
Jones 100% deferred; Director Miskell
100% deferred; and Director Spurr 50% deferred. |
|
(2) |
|
The amounts in columns (c) and (d) represent the
compensation costs of restricted stock awards and option awards
granted to directors as reflected in the Companys
financial statements, excluding the impact of estimated
forfeitures. No director awards were forfeited during the year.
Restricted stock awards and option awards were valued as of the
grant date in accordance with Financial Accounting Standards
Board Statement of Financial Accounting Standards No. 123
(revised 2004), Share-Based Payment
(FAS 123R). The full grant date fair value of
the restricted stock awards granted in 2007 was $12,628 per
Director, or $164,164 in the aggregate. The full grant date fair
value of the restricted stock awards granted in 2008 was $11,738
per Director, or $129,118 in the aggregate. There were no option
awards granted to directors in 2007 or 2008 respectively. As of
December 31, 2008, the aggregate number of restricted stock
awards and stock option awards for each non-employee director
was as follows: |
|
|
|
|
|
|
|
|
|
|
|
Aggregate Outstanding
|
|
Aggregate Outstanding
|
Name
|
|
Restricted Stock Awards per Director
|
|
Stock Option Awards per Director
|
|
Richard S. Anderson
|
|
|
1,200
|
|
|
|
6,000
|
|
Benjamin A. Gilmore, II
|
|
|
1,200
|
|
|
|
7,000
|
|
Kevin J. Jones
|
|
|
1,200
|
|
|
|
3,000
|
|
Donna A. Lopolito, Eileen C. Miskell and Richard H. Sgarzi
|
|
|
1,200
|
|
|
|
5,000
|
|
Carl Ribeiro
|
|
|
400
|
|
|
|
|
|
John H. Spurr, Jr, Brian S. Tedeschi, Robert D. Sullivan, and
Thomas J. Teuten
|
|
|
1,200
|
|
|
|
4,000
|
|
|
|
|
(3) |
|
Column (g) reflects the dividends paid to directors during
2008 for their unvested restricted stock. |
10
Report of
the Audit
Committee2
Each member of the audit committee is independent as
defined under Section 10A(m)(3) of the Securities Exchange
Act of 1934, as amended, the rules and regulations of the SEC
thereunder, and the listing standards of the NASDAQ Stock
Market. In addition, the Board has determined that the audit
committee has three members who each qualify as an audit
committee financial expert as defined in regulations
issued pursuant to the Sarbanes-Oxley Act of 2002. The three
members who each qualify as an audit committee financial
expert are John H. Spurr, Jr., Chairman of the audit
committee, Donna A. Lopolito, and Eileen C. Miskell.
The audit committee operates under a written charter adopted and
approved by the Board. The current audit committee charter may
be viewed by accessing the Investor Relations link on the
Rockland Trust website
(http://www.rocklandtrust.com).
The audit committee is responsible for providing independent,
objective oversight of our audit process and for monitoring our
accounting, financial reporting, data processing, regulatory,
and internal control functions. One of the audit
committees primary responsibilities is to enhance the
independence of the audit function, thereby furthering the
objectivity of financial reporting. Accordingly, the audit
committee is directly responsible for the appointment,
compensation, retention and oversight of the work of our
independent registered public accounting firm, who must report
directly to the audit committee. The audit committee regularly
meets privately with our independent registered public
accounting firm, which has unrestricted access to the audit
committee.
The other duties and responsibilities of the audit committee are
to: (1) oversee and review our financial reporting process
and internal control systems; (2) evaluate our financial
performance, as well as our compliance with laws and
regulations; (3) oversee managements establishment
and enforcement of financial policies; and (4) provide an
open avenue of communication among the independent registered
public accounting firm, financial and senior management, the
internal audit department and the Board, including the
resolution of any disagreements that may arise regarding
financial reporting.
The audit committee has:
|
|
|
|
|
received the written disclosures and letter from KPMG LLP
required by Independence Standards Board Standard No. 1
(Independence Discussion with Audit Committees), has discussed
the independence of KPMG LLP and considered whether the
provision of non-audit services by KPMG LLP is compatible with
maintaining auditor independence, and has satisfied itself as to
the independence of KPMG LLP;
|
|
|
|
reviewed and discussed our audited, consolidated financial
statements for the fiscal year ended December 31, 2008 with
our management and KPMG LLP, our independent registered public
accounting firm, including a discussion of the quality and
effect of our accounting principles, the reasonableness of
significant judgments and the clarity of disclosures in the
financial statements;
|
|
|
|
discussed the matters required by Statement on Auditing
Standards No. 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.
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2 This
report, and the compensation committee report below, shall not
be deemed to be incorporated by reference into any of our
previous filings with the SEC and shall not be deemed
incorporated by reference into any of our future SEC filings
irrespective of any general incorporation language therein.
11
The following table shows the fees paid or accrued by us for
audit, audit related, and tax services provided by KPMG LLP
during the fiscal years ended December 31, 2008 and
December 31, 2007:
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|
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|
|
|
|
|
|
2008
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|
|
2007
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Audit Fees:
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|
|
|
|
|
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Audit
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|
$
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614,600
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|
|
$
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515,000
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SEC Filings
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$
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40,000
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|
$
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34,000
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Audit Related:
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|
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Benefit Plan Audit
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|
$
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|
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|
$
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3,500
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Accounting Issues
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|
$
|
|
|
|
$
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32,700
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Acquisition Due Diligence
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|
$
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41,500
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|
|
$
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28,000
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All Other Fees:
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|
|
|
|
|
|
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|
Tax Compliance
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|
$
|
|
|
|
$
|
56,000
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Tax Consulting
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$
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3,100
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|
|
$
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29,450
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|
|
|
|
|
|
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Totals:
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$
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699,200
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$
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698,650
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The audit committee has considered the nature of the other
services provided by KPMG LLP and determined that they are
compatible with the provision of independent audit services. The
audit committee has discussed the other services with KPMG LLP
and management to determine that they are permitted under the
rules and regulations concerning auditor independence
promulgated by the Securities Exchange Commission to implement
the Sarbanes-Oxley Act of 2002.
Based on the review and discussions noted above, the audit
committee has voted to include our audited financial statements
in our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2008 for filing with
the SEC. A KPMG LLP representative is expected to be present at
the annual meeting to respond to appropriate questions and will
have the opportunity to make a statement if he or she desires to
do so.
The audit committee has requested several firms, including KPMG
LLP, to respond to a request for proposal to serve as the
Companys independent registered public accounting firm for
2009. As the request for proposal process is not yet complete
the Company has not yet selected its independent registered
public accounting firm for 2009.
Submitted by:
John H. Spurr, Jr., Chairman
Robert D. Sullivan, Vice-Chairman
Donna A. Lopolito
Eileen C. Miskell
Audit Committee
Independent Bank Corp.
Compensation
Committee Interlocks, Insider Participation, and Related Party
Transactions
No executive officer of the Company or of Rockland Trust served
on the compensation committees of either the Company or Rockland
Trust. No director or executive officer of the Company or
Rockland Trust served on the compensation committee of any other
entity which determined whether to award compensation to any
director or executive officer. Information about related party
transactions involving two Compensation Committee members (or
their immediate family members), namely Director Thomas J.
Teuten and Director Kevin J. Jones, is provided below.
Since January 1, 2008, neither the Company nor Rockland
Trust has been a party to any transaction or series of
transactions in which the amount involved exceeded $120,000 and
which any director, executive officer, or holder
12
of more than 5% of our stock, or any member of the immediate
family of any such person, had or will have a direct or indirect
material interest other than:
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standard compensation arrangements described below under
Executive Officer Information; and
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the transactions described below.
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Pursuant to various regulatory requirements and other applicable
law, the Board of Rockland Trust must approve certain extensions
of credit, contracts, and other transactions between Rockland
Trust and any director or executive officer. The Board has
adopted a written policy, and Rockland Trust has established
written procedures, to implement these requirements which state,
in essence, that any transaction between Rockland Trust and any
director or executive officer must be made on terms comparable
to those which Rockland Trust would reach with an unrelated,
similarly situated third-party. Rockland Trusts General
Counsel and Rockland Trusts designated Federal Reserve
Bank Regulation O officer share responsibility for
oversight and implementation of the Board policy and Rockland
Trust procedures for review of related party transactions.
In August 1989 A.W. Perry, Inc., a real estate developer
(A.W. Perry), and Rockland Trust entered into a
joint venture to develop a three story office building
containing approximately 22,000 square feet on a parcel of
land in Hanover, Massachusetts (the Hanover
Building). A.W. Perry and Rockland Trust each had a fifty
percent (50%) interest in that joint venture. In 1990, when
construction was complete, Rockland Trust entered into a long
term written lease for a substantial portion of the Hanover
Building. Pursuant to that lease, as amended, Rockland Trust
currently occupies all of the office space in the Hanover
Building. During 2008 Rockland Trust paid approximately $539,295
in rent to the landlord for the Hanover Building, an entity in
which - due to the joint venture A.W. Perry and
Rockland Trust each have a fifty percent (50%) interest.
Directors Thomas J. Teuten and John H. Spurr, Jr. are,
respectively, Chairman of the Board and President of A.W. Perry.
The total rent that Rockland Trust paid during the past year to
the landlord for the Hanover Building does not exceed five
percent (5%) of A.W. Perrys 2008 consolidated gross
revenues.
During 2008 Rockland Trust paid approximately $256,215 in rent
for office space in Brockton, Massachusetts to the Brophy
Randolph LLC pursuant to a written lease. The wife, children,
and
sister-in-law
of Director Kevin J. Jones, collectively, have a twenty-six
percent (26%) ownership interest in the Brophy Randolph LLC.
During 2008 Rockland Trust paid approximately $120,254 in rent
for its Norwell bank branch to the Route 53 Realty
Trust, a Massachusetts nominee realty trust, pursuant to a
written lease. Director Robert D. Sullivan is one of the
trustees of, and a one-third beneficiary of, the Route 53 Realty
Trust.
In the opinion of management of the Company, the terms of the
foregoing transaction were no less favorable to the Company than
those it could have obtained from an unrelated party providing
comparable premises or services.
Some of the directors and executive officers of the Company, as
well as members of their immediate families and the companies,
organizations, trusts, and other entities with which they are
associated, are, or during 2008 were, also customers of Rockland
Trust in the ordinary course of business, or had loans
outstanding during 2008, including loans of $200,000 or more,
and it is anticipated that such persons and their associates
will continue to be customers of and indebted to Rockland Trust
in the future. All such loans were made in the ordinary course
of business, did not involve more than normal risk of
collectability or present other unfavorable features, were made
on substantially the same terms, including interest rates and
collateral, as those prevailing at the same time for comparable
transactions with unaffiliated persons and, where required by
law, were prior approved by the Rockland Trust Board. At
December 31, 2008, such loans amounted to approximately
$35.3 million (11.47% of total shareholders equity).
None of these loans to directors, executive officers, or their
associates are nonperforming.
13
EXECUTIVE
OFFICER INFORMATION
Current
Executive Officers
The Executive Officers of the Company and Rockland Trust
currently are:
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Name
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Position
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Age
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Christopher Oddleifson
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President and CEO of the Company and Rockland Trust
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50
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Raymond G. Fuerschbach
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Senior Vice President and Director of Human Resources of
Rockland Trust
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58
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Edward F. Jankowski
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Chief Technology and Operations Officer of Rockland Trust
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58
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Jane L. Lundquist
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Executive Vice President, Director of Retail Banking,
Residential Lending, and Corporate Marketing of Rockland Trust
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55
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Gerard F. Nadeau
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Executive Vice President, Commercial Lending of Rockland Trust
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51
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Edward H. Seksay
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General Counsel of the Company and Rockland Trust
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51
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Denis K. Sheahan
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Chief Financial Officer of the Company and of Rockland Trust
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43
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Christopher Oddleifson. Information concerning
the business experience of Mr. Oddleifson, who is also a
director of the Company and Rockland Trust, has been provided
previously in the section entitled Board of
Directors.
Raymond G. Fuerschbach. Mr. Fuerschbach
has served as Senior Vice President and Director of Human
Resources of Rockland Trust since April 1994. Prior thereto,
Mr. Fuerschbach had been Vice President and Human Resource
Officer of Rockland Trust since November 1992. From January 1991
to October 1992, Mr. Fuerschbach served as Director of
Human Resources for Cliftex Corp., New Bedford, Massachusetts, a
tailored clothing manufacturer, and served in the same capacity
for Chesebrough-Ponds, Inc., Health-Tex Division, Cumberland,
Rhode Island from 1987 to 1991.
Edward F. Jankowski. Mr. Jankowski has
served as Chief Technology and Operations Officer of Rockland
Trust since November 2004. From October 2003 to November 2004,
Mr. Jankowski was Chief Risk Officer of the Company and of
Rockland Trust. From November 2000 to October 2003,
Mr. Jankowski was Chief Internal Auditor of the Company and
Rockland Trust. Prior thereto, Mr. Jankowski served as
Senior Vice President of North Shore Bank, Peabody,
Massachusetts from 1995 to 2000. From 1985 to 1994,
Mr. Jankowski was Senior Vice President of Multibank
Service Corp., a subsidiary of Multibank Financial Corp.,
Dedham, Massachusetts.
Jane L. Lundquist. Ms. Lundquist has
served as the Executive Vice President, Director of Retail
Banking and Corporate Marketing of Rockland Trust since July
2004. In January 2009 Ms. Lundquist was named the Director
of Residential Lending. Ms. Lundquist started working at
Rockland Trust, on an interim basis, in April 2004. Prior
to joining Rockland Trust Ms. Lundquist served as the
President and Chief Operating Officer of Cambridgeport Bank in
Cambridge, Massachusetts, and also as President of its holding
company, Port Financial Corp.
Gerard F. Nadeau. Mr. Nadeau has served
as the Executive Vice President, Commercial Lending Division of
Rockland Trust since July 1, 2007. Mr. Nadeau has
worked at Rockland Trust in a variety of capacities since 1984,
most recently serving as a Senior Vice President in the
Commercial Lending Division from 1992 until 2007.
Edward H. Seksay. Mr. Seksay has served
as General Counsel of the Company and of Rockland Trust since
July 2000. Mr. Seksay is a graduate of Suffolk University
Law School, where he was
Editor-In-Chief
of the Law Review. Prior to joining the Company and Rockland
Trust, Mr. Seksay was with the Boston, Massachusetts law
firm Choate, Hall & Stewart from 1984 to 1991 and with
the Boston, Massachusetts law firm Heller, Levin &
Seksay, P.C. from 1991 to 2000.
14
Denis K. Sheahan. Mr. Sheahan has served
as Chief Financial Officer of the Company and Rockland Trust
since May 2000. From July 1996 to May 2000, Mr. Sheahan was
Senior Vice President and Controller of the Company and Rockland
Trust. Prior thereto, Mr. Sheahan served as Vice President
of Finance of BayBanks, Inc., Boston, Massachusetts.
The term of office of each executive officer of the Company
extends until the first meeting of our Board following the
annual meeting of our shareholders
and/or until
his/her
earlier termination, retirement, resignation, death, removal, or
disqualification. The term of office of each executive officer
of Rockland Trust extends until
his/her
termination, retirement, resignation, death, removal, or
disqualification. Other than with respect to the employment
agreements with Mr. Oddleifson, Mr. Fuerschbach,
Mr. Jankowski, Mr. Nadeau, Ms. Lundquist,
Mr. Seksay, and Mr. Sheahan described below, there are
no arrangements or understandings between any executive officer
and any other person pursuant to which such person was elected
as an executive officer.
Compensation
Discussion and Analysis
Compensation
Committee Composition and Responsibility
The Board has determined that all members of the compensation
committee are independent directors in accordance with NASDAQ
rules. There are currently four directors who serve on the
compensation committee: Director Gilmore as Chair, and Directors
Jones, Sgarzi, and Teuten.
The compensation committee operates under a written charter
approved by the Board. The current compensation committee
charter may be viewed by accessing the Investor Relations
link on the Rockland Trust website
(http://www.rocklandtrust.com).
The compensation committee has, as stated in its charter,
two primary responsibilities: (i) assisting the Board in
carrying out its responsibilities in determining the
compensation of the CEO and executive officers of the Company
and Rockland Trust; and (ii) establishing compensation
policies that will attract and retain qualified personnel
through an overall level of compensation that is comparable to,
and competitive with, others in the industry and in particular,
peer financial institutions.
The compensation committee, subject to the provisions of our
1997 Employee Stock Option Plan and the 2005 Employee Stock
Plan, also has authority in its discretion to determine the
employees of the Company and Rockland Trust to whom stock
options
and/or
restricted stock awards shall be granted, the number of shares
to be granted to each employee, and the time or times at which
options
and/or
restricted stock awards should be granted. The CEO makes
recommendations to the compensation committee about equity
awards to the employees of the Company and Rockland Trust (other
than the CEO). The compensation committee also has authority to
interpret the Plans and to prescribe, amend, and rescind rules
and regulations relating to the Plans.
The CEO reviews the performance of the executive officers of the
Company and Rockland Trust (other than the CEO) and, based on
that review, the CEO makes recommendations to the compensation
committee about the compensation of executive officers (other
than the CEO). The CEO does not participate in any deliberations
or approvals by the compensation committee or the Board with
respect to his own compensation. The compensation committee
makes recommendations to the Board about all compensation
decisions involving the CEO and the other executive officers of
the Company and Rockland Trust. The Board reviews and votes to
approve all compensation decisions involving the CEO and the
executive officers of the Company and Rockland Trust. The
compensation committee and the Board use tally sheets, showing
current and historic elements of compensation, when reviewing
executive officer and CEO compensation.
The compensation committee has in recent years been assisted and
advised in its work by the following external executive
compensation consultants, proprietary surveys, and publicly
available materials:
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Hay Group Specialists in the Hay proprietary method
for determining base salary ranges and for market based review
of annual merit programs and salary range changes. Hay has also
assisted the compensation committee with recommendations for
equity compensation and other compensation matters.
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Blue Peak Consulting Executive compensation
specialists, with extensive commercial banking expertise. Blue
Peak has advised the compensation committee on annual cash
incentive programs, total compensation, and peer group
comparisons.
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15
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Sentinel Benefits Sentinel has provided actuarial
and retirement plan design advisory services to the compensation
committee.
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Segal Consulting Executive compensation specialists,
with special expertise in executive retirement plan design.
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SNL Compensation Services SNL publishes data
gathered from proxy statements and annual reports in the
financial services industry.
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Watson Wyatt Data Services The bank is a participant
in the Wyatt Financial Institutions Compensation report, and
utilizes this survey data for comparison purposes
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Luse Gorman Pomerenk & Schick, P.C.
Luse Gorman is a law firm that specializes in executive
compensation and employee benefits. Luse Gorman advised the
Company and Rockland Trust during 2008 on revisions to executive
officer employment agreements and the amendment and restatement
of the Rockland Trust Supplemental Executive Retirement
Plan for purposes of compliance with Section 409A of the
Internal Revenue Code.
|
Compensation
Philosophy
The compensation philosophy of the Company and Rockland Trust
rests on two principles:
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Total compensation should vary with our performance in achieving
financial and non-financial objectives; and
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Long-term incentive compensation should be closely aligned with
the interests of shareholders.
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The Company has therefore adopted a pay for
performance approach that offers a competitive total
rewards package to help create long-term value for our
shareholders. In designing compensation programs, and making
individual recommendations or decisions, the compensation
committee focuses on:
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Aligning the interests of executive officers and shareholders;
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Attracting, retaining, and motivating high-performing employees
in the most cost-efficient manner; and
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Creating a high-performance work culture.
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The Companys compensation program reflects a mix of stable
and at risk compensation, designed to fairly reward executive
officers and align their interests with those of shareholders in
an efficient manner. Each element of the Companys
compensation program is intended to provide employees with a pay
opportunity that is externally competitive and which recognizes
individual contributions.
Peer
Groups and Benchmarks
The Company periodically benchmarks executive officer total
compensation against a peer group. The compensation committee
periodically assesses the relevancy of the companies within the
peer group and makes changes when appropriate. For 2008, the
Peer Group consisted of 19 financial institutions in the New
England and Mid-Atlantic market with total assets ranging from
approximately $1.7 billion to approximately
$6.3 billion. Banks selected as peers for compensation
purposes are public and actively traded banks with consumer
lending balances representing less than 25% of total loans.
Banks located primarily in the New York City market are excluded
from the peer group.
The companies included in the peer group in 2008 were: Provident
Financial Services Inc., Provident New York Bancorp,
Washington Trust Bancorp Inc., Berkshire Hills Bancorp
Inc., Flushing Financial Corp., Oceanfirst Financial Corp.,
S&T Bancorp Inc., Univest Corp of Pennsylvania, Trustco
Bank Corp. N.Y., Sandy Spring Bancorp Inc., Lakeland Bancorp
Inc., Parkvale Financial Corp., WSFS Financial Corp., Tompkins
Financial Corp., ESB Financial Corp., Pennsylvania Commerce
Bancorp Inc., First Commonwealth Financial Corp., Camden
National Corp., and Sun Bancorp Inc.
16
In addition to benchmarking against the peer group, the
compensation committee evaluates executive compensation by
reviewing national and regional surveys that cover a broader
group of companies.
Executive
Compensation Elements
The executive compensation program of Rockland Trust has four
primary components: base salary, annual cash incentive
compensation, long-term equity-based compensation, and benefits.
The compensation committee strives to balance short-term and
long-term Company performance and shareholder returns in
establishing performance criteria. The compensation committee
evaluates executive compensation against these performance
criteria and competitive executive pay practices before
determining changes in base salary, the amount of any incentive
payments, stock option awards, restricted stock awards, and
other benefits.
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Base salaries are intended to be competitive relative to similar
positions at peer institutions in order to provide Rockland
Trust with the ability to pay base salaries that will attract
and retain employees with a broad, proven track record of
performance.
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The variable annual cash incentive pay plan is designed to
provide a competitive cash payment opportunity based both on
individual behavior and the Companys overall financial
performance. The opportunity for a more significant award
increases when both the Company and the employee achieve higher
levels of performance.
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Our long-term equity-based compensation incentive plan is
generally made available to selected groups of individuals,
including our executive officers, in the form of stock options
and/or
restricted stock. Equity awards have the potential to grow in
value over time and seek to reward executives for performance
that maximizes long term shareholder returns.
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To remain competitive in the market for a high caliber
management team and to ensure stability and continuity in its
leadership, Rockland provides to its CEO and certain named
executive officers certain other fringe benefits, such as
retirement programs, medical plans, life and disability
insurance, use of company owned automobiles, and employment
agreements. The compensation committee periodically reviews
fringe benefits made available to executive officers to ensure
that they are in line with market practice.
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Base
Salary
Rockland Trust has utilized the Hay Group proprietary job
evaluation methodology in establishing competitive salary ranges
and midpoints for the executives and officers of Rockland Trust.
Hay conducts market analyses of cash compensation within the
banking industry and uses its proprietary job evaluation process
to recommend salary midpoints and ranges that reflect
competitive factors and maintain internal equity. The Company
targets the 50th percentile for its salary ranges as a result of
Hays recommendations and current market conditions. Hay
makes annual recommendations to the compensation committee
regarding market based changes to its salary ranges and merit
increase programs. Hay conducted a review of base salaries and
midpoints and salary ranges in 2008. The review involved
analysis of the executive positions and a comparison to
comparable positions in the Hay database. The recommendations of
Hay for changes to executive midpoints were adopted in February
2009.
On February 27, 2009, the Board approved
Mr. Oddleifsons recommendation for a $25,000 increase
to Ms. Lundquists base salary due to her assumption
of additional responsibilities for oversight of residential
mortgage origination.
Annual
Cash Incentive Compensation
In 2004, the compensation committee, with assistance from Blue
Peak Consulting, amended the Cash Incentive Compensation Plans
for executives and other Rockland Trust officers to increase
linkage between individual performance and shareholder results.
The compensation committee considered Blue Peaks
recommendations when it adopted the design and parameters of its
cash incentive compensation programs for executive officers of
the Company and for other Rockland Trust officers.
17
In February 2008 the Board approved the 2008 Executive Cash
Incentive Plan, which provided for cash incentive payment to
executive officers for 2008 to be determined as follows:
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the CEOs payment was determined from the product of the
CEOs Target Award multiplied by the Bank Performance
Adjustment Factor; and
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payments for each other executive officer were determined from
the product of the participants Target Award multiplied by
the Bank Performance Adjustment Factor and multiplied by the
participants Individual Performance Adjustment Factor.
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A Target Award was an executive officers base
salary on November 1, 2008, multiplied by the target
percentage established for each executive officer, as follows:
CEO Oddleifson 45%, Mr. Nadeau 30%,
Ms. Lundquist 30%, Mr. Seksay
20%, and Mr. Sheahan 30%.
The Bank Performance Adjustment Factor was determined by the
level of the Companys performance against criteria for
earnings per share (EPS), return on average equity (ROAE), and
return on average assets (ROAA). In the 2008 Executive Cash
Incentive Plan, the EPS measurement was defined as GAAP diluted
earnings per share before annual cash incentive payments, as
adjusted for material non reoccurring events. The target EPS for
2008, so defined, was $2.29, with a threshold for payment of
$2.11 and a maximum plan payout of $2.37. The range of the Bank
Performance Adjustment Factor for the CEO, and for all executive
officers other than the CEO, is based upon the level of the
Companys attainment against those EPS criteria, as
follows: CEO range 25% threshold to 200% maximum;
the range for all other executive officers was 50% threshold to
125% maximum. If 2008 Executive Cash Incentive Plan threshold
levels for either ROAE of 12.5% or ROAA of 1.00% were not met,
the Bank Performance Adjustment Factor, as determined by the
Companys performance against EPS criteria, would be
reduced to 75% of what the Bank Performance Adjustment Factor
would have been using only the EPS criteria. The 2008 Executive
Cash Incentive Plan also permitted payments to be reduced if
regulatory compliance results or asset quality measures are not
satisfactory.
The Individual Performance Adjustment Factor is not applicable
to the CEO. For all executive officers other than the CEO, the
Individual Performance Factor will be adjusted upward or
downward within a possible range from zero (0.0) to one and
seven-tenths (1.70) based upon an evaluation of the executive
officers personal achievement as determined by the CEO
during the year.
The 2008 Executive Cash Incentive Plan was administered by the
Board based upon the recommendations of the compensation
committee. All determinations regarding the achievement of any
performance goals, the achievement of individual performance
goals and objectives, and the amount of any individual award
were made by the Board, in its sole and absolute discretion,
based upon the recommendations of the compensation committee.
The Boards determinations need not be uniform and may be
made selectively among persons who receive, or who are eligible
to receive, an award. Notwithstanding any other provision of the
2008 Executive Cash Incentive Plan to the contrary, the Board
reserved the right, in its sole and absolute discretion, to:
make adjustments to the Bank Performance Adjustment Factor,
within the range of parameters set forth in the 2008 Executive
Cash Incentive Plan, based upon one-time, non-recurring, or
extraordinary events or any other reason that the Board deems
appropriate; increase the award for the CEO up to a maximum of
1.25 times the amount that would be called for by the product of
the CEOs Target Award multiplied by the Bank Performance
Adjustment Factor; and to reduce, including a reduction to zero,
any award to an executive officer otherwise payable.
The targets for payment under the 2008 Executive Incentive Plan
were not attained. The Board determined that the targets were
not met primarily as a result of non-cash write-downs of the
Companys securities portfolio and an increased loan loss
provision. Nevertheless, the Company performed strongly relative
to its peer group in 2008. Loan, deposit, and fee revenue growth
were strong, expenses were well contained, and credit loss was
minimal. Management successfully completed the merger of Slades
Bank and negotiated the acquisition of Benjamin Franklin
Bancorp, Inc. on favorable terms. The Companys performance
to its peer group, as measured in the FDIC Uniform Bank Holding
Company reports through the third quarter of 2008, was in the
68th percentile of all banks from $3-10 billion in assets.
For these reasons, in February 2009 the Board accepted the
recommendation of the Compensation Committee to award
discretionary cash bonuses to the CEO and to the other executive
officers in the amounts set forth in the summary compensation
table below. The discretionary cash bonuses approved by the
Board
18
were computed in a manner consistent with the computation of
discretionary cash bonuses awarded in February 2009 to
non-executive officers of Rockland Trust.
Long Term
Compensation
Equity
Compensation
The determination of the size of any long term equity
compensation grant is made based on competitive factors and the
attainment of strategic long term objectives. Equity
compensation and stock ownership serve to link the net worth of
executive officers to the performance of our common stock.
In February 2008 the Company granted stock options to the CEO
and to the other executive officers as set forth below in the
table entitled Outstanding Equity Awards at Fiscal
Year-End.
Benefits
Nonqualified
Retirement Plans for Executive Officers
The objective of the Companys nonqualified retirement
program is to provide from all Rockland Trust-funded sources,
inclusive of social security, approximately 60% of the average
of the highest five year annual covered compensation for a full
25-year
career, with proportionate reduction for less than a
25-year
career. In 1998, the Company amended the objective of its
non-qualified retirement program to include cash incentive
compensation in the calculation of retirement income objectives.
This was done in response to current peer practices in this area
of long-term compensation and was consistent with the results of
a survey of executive retirement practices published by the Hay
Group. To help accomplish the objectives of the non-qualified
retirement program, the Company maintains a non-qualified
defined benefit supplemental executive retirement plan (the
Rockland SERP). Assets sufficient to fund the
actuarial accrued liability of the Rockland SERP are held in a
Rabbi Trust.
In 2008, the Company engaged the actuarial services of Sentinel
Benefits to review the benefits provided under the Rockland
SERP. The actuarial analysis suggested that changes to continue
to meet the retirement objectives provided by the Rockland SERP
would be appropriate. In November 2008 the Board voted to amend
the Rockland SERP to provide benefits as set forth in the table
below entitled Pension Benefits. In 2008 the
Rockland SERP was also restated and amended to comply with
Section 409A of the Internal Revenue Code.
Qualified
Retirement Plans for Executive Officers
In 2006 the Company undertook an in depth analysis of Rockland
Trusts Defined Benefit Plan which, at that point, provided
a normal retirement benefit equal to (a) two percent (2%)
of final average compensation less (b) sixty-five
hundredths of a percent (0.65%) of covered compensation as
defined for Social Security purposes times (c) years of
service to 25. For participants who had completed 20 or more
years of service, an additional benefit of one-half percent
(0.5%) times final average compensation times service in excess
of 25 years, but not exceeding ten additional years was
provided. As a result of the changing demographics of the
workplace and the need for predictability of future retirement
expenses, on July 1, 2006 benefit accruals under the
Defined Benefit Plan were discontinued for all employees.
Vesting service under the Defined Benefit Plan will continue to
accrue for future service for all employees.
After considering alternative plan designs, long term costs, and
competitive offerings, a non-discretionary defined contribution
benefit was added as of July 1, 2006 to Rockland
Trusts existing 401(k) Savings and Stock Ownership Plan.
For each plan participant, the Company contributes 5% of
qualified compensation up to the Social Security taxable wage
base and 10% of amounts in excess of covered compensation up to
the maximum IRS limit for qualified plan compensation. These
contributions were designed to be consistent with IRS and ERISA
safe harbor provisions for non discrimination to non highly
compensated employees. Sentinel Benefits, a compensation and
benefit consultant firm, provided actuarial and advisory
services to assist the Company in the retirement plan decision
made in 2006. The defined contribution benefit applies to all
qualified Rockland Trust employees, including the named
executive officers.
19
The actuarially determined present values of the named
executives retirement benefits as of the end of last year
are reported in the table below entitled Pension
Benefits.
Capital
Purchase Program Executive Compensation Requirements and
Effects
On October 3, 2008 the federal law known as the Emergency
Economic Stabilization Act of 2008 was enacted. That law
established executive compensation and corporate governance
requirements for any financial institution that chose to
participate in the Troubled Asset Relief Program with respect to
any senior executive officer, defined as one of the
top 5 highly paid executives whose compensation is required to
be disclosed pursuant to securities laws. Soon thereafter the
United States Department of the Treasury established the Capital
Purchase Program as part of the Troubled Asset Relief Program
and issued regulations to implement the executive compensation
and corporate governance requirements of the Emergency Economic
Stabilization Act of 2008. The executive compensation and
corporate governance requirements set forth in the law and those
regulations which are applicable to financial institutions which
chose to participate in the Capital Purchase Program include:
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A provision for recovery by the financial institution of any
bonus or incentive compensation paid to a senior executive
officer based on statements of earnings, gains, or other
criteria that are later proven to be materially inaccurate;
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A prohibition on the financial institution making any
golden parachute payment to a senior executive
officer, defined in accordance with Section 280G of the
Internal Revenue Code as any payment in excess of three times a
senior executive officers base amount, during
the period when the Treasury Department holds an equity or debt
position in the financial institution;
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A prohibition on the financial institution taking an expense
deduction for any compensation over $500,000 paid to any senior
executive officer during the period when the Treasury Department
holds an equity or debt position in the financial institution;
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A requirement that the financial institutions Compensation
Committee, within 90 days of the financial
institutions Capital Purchase Program participation, meet
with the financial institutions senior risk officers (or
other personnel acting in a similar capacity) to review senior
executive officer incentive compensation arrangements and
identify any features in them that would lead the senior
executive officers to take unnecessary and excessive risks that
could threaten the value of the financial institution;
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A requirement that, after the initial risk review meeting, the
Compensation Committee meet at least annually with the senior
risk officers (or other personnel acting in a similar capacity)
to discuss and review the relationship between the financial
institutions risk management policies and practices and
the senior executive officer incentive compensation
arrangements; and
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A requirement that the Compensation Committee certify, in the
Compensation and Discussion Analysis Section of the proxy
statement, that it has completed the required review of senior
executive officer incentive compensation arrangements.
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On January 9, 2009 the Company became a Capital Purchase
Program participant when it issued and sold to the United States
Treasury preferred stock and a warrant to purchase the
Companys common stock. In connection with the closing of
that transaction: the Board of the Company and of Rockland Trust
unanimously voted to amend, for the duration of the
Companys Capital Purchase Program participation, any
benefit plan or other agreement to which any senior executive
officer is a party to comply with Capital Purchase Program legal
requirements; and, each of Mr. Oddleifson,
Ms. Lundquist, Mr. Nadeau, Mr. Seksay, and
Mr. Sheahan, as the Companys senior executive
officers, signed waivers and releases effective for the duration
of the Companys Capital Purchase Program participation
which acknowledged that they were subject to the Capital
Purchase Program compensation restrictions and which waived and
released their rights to receive any compensation in excess of
the amounts permitted by Capital Purchase Program legal
requirements.
The Compensation Committee hereby certifies that it has reviewed
with the Companys senior risk officer the senior executive
officer incentive compensation arrangements and has made
reasonable efforts to ensure that such
20
arrangements do not encourage senior executive officers to take
unnecessary and excessive risks that threaten the value of the
Company.
On February 17, 2009 the American Recovery and Reinvestment
Act of 2009, commonly known as the economic stimulus bill, was
enacted. A portion of that law amended the executive
compensation and corporate governance requirements in the
Emergency Economic Stabilization Act of 2008 which are
applicable to Capital Purchase Program participants. The new law
requires both the Treasury Department and the Securities and
Exchange Commission to issue additional regulations to implement
those changes, which include:
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A provision for recovery by the financial institution of any
bonus, retention award, or incentive compensation paid to a
senior executive officer and any of the next 20 most highly
compensated employees of the financial institution based on
statements of earnings, revenues, gains, or other criteria that
are later found to be materially inaccurate;
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A prohibition on the financial institution making any
golden parachute payment, defined as any
payment to a senior executive officer for departure from a
company for any reason, except for payments for services
performed or benefits accrued, to a senior executive
officer or any of the next 5 most highly-compensated employees
during the period in which any Capital Purchase Program
obligation remains outstanding;
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A prohibition against, at the Companys level of Capital
Purchase Program participation, the payment or accrual of any
bonus, retention award, or incentive compensation to at least
the 5 most highly-compensated employees or such higher
number as the Treasury Department may determine is in the
public interest during the period in which any Capital Purchase
Program obligation remains outstanding;
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A limitation, at the Companys level of Capital Purchase
Program participation, on the amount of restricted stock that
may be awarded to at least the 5 most highly-compensated
employees or such higher number as the Treasury
Department may determine is in the public interest, as well as a
prohibition against the full vesting of any restricted stock
awarded within those established limits during the period in
which any Capital Purchase Program obligation remains
outstanding;
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Additional certification requirements for the financial
institutions Compensation Committee, the Chief Executive
Officer, and the Chief Financial Officer;
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Adoption of a company-wide policy for luxury
expenditures related to aviation or transportation
services, office renovations, entertainment or events, and other
things that are not reasonable;
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Permission of a non-binding shareholder votes at any annual
meeting during the period in which any Capital Purchase Program
obligation remains outstanding to approve the compensation of
executives as disclosed in the proxy statement; and
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A Treasury Department review of bonuses, retention awards, and
other compensation paid to senior executive officers and the
next 20 most highly compensated employees before the
date of enactment of the American Recovery and Reinvestment Act
of 2009 to determine if any such payments were inconsistent with
the new law, the Troubled Asset Relief Program, or were
otherwise contrary to the public interest.
|
The Treasury Department and the Securities and Exchange
Commission have not yet issued regulations to implement the
American Recovery and Reinvestment Act of 2009. It is not clear
when the amended executive compensation and corporate governance
requirements set forth in the American Recovery and Reinvestment
Act of 2009 become effective.
As the waivers and releases signed by each of
Mr. Oddleifson, Ms. Lundquist, Mr. Nadeau,
Mr. Seksay, and Mr. Sheahan are only effective for the
duration of the Companys Capital Purchase Program
participation and as it is uncertain how long the Company will
participate in the Capital Purchase Program, the disclosures
which follow regarding employment agreements do not take into
account the effect of the restrictions imposed by either the
Emergency Economic Stabilization Act of 2008 or the American
Recovery and Reinvestment Act of 2009.
21
Employment
Agreements
The Company
and/or
Rockland Trust have entered into employments agreements with the
CEO and the executive officers, the details of which are set
forth below, to ensure the continuity of executive leadership,
to clarify the roles and responsibilities of executives, and to
make explicit the terms and conditions of executive employment.
Provisions concerning a change of control of the Company, and
terms of compensation in that event, are included in these
employment agreements consistent with what the compensation
committee believes to be best industry practices, taking the
current environment of consolidation within the financial
services industry into account. The change of control language
in employment agreements is designed to ensure that executives
devote their full energy and attention to the best long term
interests of the shareholders in the event that business
conditions or external factors make consideration of a change of
control appropriate.
CEO
Employment Agreement
In January 2003, the Company and Rockland Trust entered into an
employment agreement with Mr. Oddleifson for him to serve
as President of the Company and Rockland Trust and to serve as
CEO of the Company and Rockland Trust beginning
February 24, 2003. The agreement provides
Mr. Oddleifson with a base annual salary which may be
increased at the discretion of the Board, the use of a Rockland
Trust owned automobile, a fully vested stock-option grant of
50,000 shares under the 1997 Plan, and participation in the
various benefit programs provided by the Company, including
group life insurance, sick leave and disability, retirement
plans and medical insurance programs. The Company paid to
relocate Mr. Oddleifson and his family from Charlotte,
North Carolina and for temporary living expenses on a grossed up
for taxes basis.
In April of 2005, the employment agreement was amended to
provide that in the event of an involuntary termination of
Mr. Oddleifson by the Company or Rockland Trust for reasons
other than cause, as defined in the agreement, or resignation by
Mr. Oddleifson for good reason, as defined in
the agreement, Mr. Oddleifson would:
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receive, in a lump sum, his base salary for an amount equal to
three years times Mr. Oddleifsons then current Base
Salary;
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be entitled to continue to participate in and receive benefits
under the Companys group health and life insurance
programs for 18 months or, at his election, to receive a
payment in an amount equal to the cost to the Company of
Mr. Oddleifsons participation in such plans and
benefits for 18 months with a
gross-up for
taxes;
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would receive immediate vesting of all stock options which would
and remain exercisable for the three months following
termination; and
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have continued use of his Company-owned automobile for
18 months.
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Resignation for good reason under the employment
agreement, means, among other things, the resignation of
Mr. Oddleifson after (i) the Company or Rockland
Trust, without the express written consent of
Mr. Oddleifson, materially breaches the agreement to his
substantial detriment; (ii) the Board of the Company or of
Rockland Trust, without cause, substantially changes
Mr. Oddleifsons core duties or removes his
responsibility for those core duties, so as to effectively cause
him to no longer be performing the duties of President and CEO
of the Company and Rockland Trust; (iii) the Board of the
Company or of Rockland Trust without cause, places another
executive above Mr. Oddleifson in the Company or Rockland
Trust; or (iv) a change of control, as defined in the
agreements, occurs. Mr. Oddleifson is required to give the
Company or Rockland Trust thirty days notice and an opportunity
to cure in the case of a resignation effective pursuant to
clauses (i) through (iv) above. The estimated expense
to the Company in the event of involuntary termination or
termination for good reason of Mr. Oddleifson as of
December 31, 2008 is $1,476,180.
In the event of a termination of Mr. Oddleifson by the
Company or Rockland Trust for cause,
Mr. Oddleifson would forfeit benefits under the Rockland
SERP.
In the event of a change of control, Mr. Oddleifson is
entitled to a lump sum of three years base salary plus three
times his incentive compensation paid in the preceding twelve
months or the plans target, whichever is greater, plus
continued participation in the insurance benefits for a three
year period. All stock options granted to Mr. Oddleifson
22
would immediately vest and remain exercisable for three months
following the date of his termination. The Company is obligated
to credit and fund three years additional service in the
Rockland SERP and Mr. Oddleifson is entitled to a tax gross
up for any amounts in excess of IRS 280G limitations. The
estimated expense to the Company of Mr. Oddleifsons
termination in the event of a change in control as of
December 31, 2008 is $4,775,166.
In November 2008 Mr. Oddleifsons employment agreement
was amended and restated to comply with Section 409A of the
Internal Revenue Code.
Executive
Officer Employment Agreements
In December 2004, the Company and Rockland Trust (in the case of
those individuals who are also officers of the Company), entered
into revised employment agreements with Ms. Lundquist,
Mr. Seksay, and Mr. Sheahan (the Employment
Agreement Group) that are, in substance, virtually
identical. In December of 2007 Rockland Trust entered into an
employment agreement with Mr. Nadeau that is, in substance,
identical to the agreements of the previously named executive
officers. These agreements, as revised, are terminable at will
by either party. These agreements established base annual
salaries which may be increased at the discretion of the Board.
The employment agreements also provide for members of the
Employment Agreement Group to participate in various benefit
programs of Rockland Trust, including group life insurance, sick
leave and disability, retirement plans and medical insurance
programs for the use of a Rockland Trust-owned automobile. The
employment agreements further provide that if any member of the
Employment Agreement Group is terminated involuntarily for any
reason other than cause, as defined in the agreements, or if any
member of the Employment Agreement Group resigns for good
reason, as defined in the agreements, he or she would be
entitled to:
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receive
his/her then
current base salary for twelve months;
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participate in and receive benefits under Rockland Trusts
group health and life insurance programs for twelve months or,
to the extent such plans or benefits are discontinued and no
comparable plans or benefits are established, to receive a
payment equal to the cost to Rockland Trust of such member of
the Employment Agreement Groups participation in such
plans and benefits for such period with a gross up for taxes;
and,
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have all stock options previously granted immediately become
fully exercisable and remain exercisable for a period of three
months following
his/her
termination.
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Resignation for good reason under the employment
agreements, means, among other things, the resignation of the
member of the Employment Agreement Group after (i) Rockland
Trust, without the express written consent of the applicable
member of the Employment Agreement Group, materially breaches
the agreement to
his/her
substantial detriment; or (ii) the Rockland
Trust Board of Directors, or its President and CEO, without
cause, substantially changes the member of the Employment
Agreement Groups core duties or removes
his/her
responsibility for those core duties, so as to effectively cause
him/her to no longer be performing the duties for which
he/she was
hired. Each of the members of the Employment Agreement Group is
required to give Rockland Trust thirty days notice and an
opportunity to cure in the case of a resignation for good
reason. As of December 31, 2008, the estimated expense to
the company in the event of involuntary termination or
termination for good reason of Mr. Nadeau is $250,957, of
Ms. Lundquist is $255,956, of Mr. Seksay is $240,957,
and Mr. Sheahan is $280,956.
If a member of the Employment Agreement Group is terminated
following a change of control, as defined in the agreements,
he/she shall
receive a lump sum payment equal to 36 months salary, plus
a lump sum payment equal to three times the greater of
(x) the amount of any incentive payment paid out within the
previous 12 months under the Executive Incentive Plan or
(y) the amount of any incentive payment paid out during the
12 months prior to such change of control under the
Executive Incentive Plan. The Company is obligated to credit and
fund three (3) years additional service in the Rockland
SERP and the member of the Employment Agreement Group may
continue to participate in and receive benefits under Rockland
Trusts group health and life insurance programs for
thirty-six months or, to the extent such plans or benefits are
discontinued and no comparable plans or benefits are
established, to receive a payment equal to the cost to Rockland
Trust of such member of the Employment Agreement Groups
participation in such plans and benefits for such period with a
gross up for taxes. Also, during the 30 day period that
comes one year after a change of control of the Company (as
defined in the agreements), members of the Employment Agreement
Group have the unqualified right to resign for any reason, or
for no reason, and to receive
23
the benefit provided for following the occurrence of a change of
control as if such resignation was a resignation for good
reason. These amounts are subject to the limits of
Section 280G of the Internal Revenue Code and will be
rolled back to an amount less than the limit. As of
December 31, 2008, the estimated expense to the Company of
a termination of the executives named in the tables, in the
event of a change of control is $694,025 for Mr. Nadeau, is
$753,046 for Ms. Lundquist, is $778,120 for
Mr. Seksay, and is $945,827 for Mr. Sheahan.
In November 2008 the employment agreements for each member of
the Employment Agreement Group were amended and restated to
comply with Section 409A of the Internal Revenue Code.
Tabular
Disclosures Regarding Executive Officers
The following tables provide compensation information for the
CEO, the CFO, and the Companys three other most highly
compensated current executive officers (collectively, the
named executive officers):
SUMMARY
COMPENSATION TABLE
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Change in Pension
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Value and
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Nonqualified
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Non-Equity
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Deferred
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Stock
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Option
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Incentive Plan
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Compensation
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All Other
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Name and Principal
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Salary
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Bonus
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Awards
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Awards
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Compensation
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Earnings
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Compensation
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Total
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Position
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Year
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($)
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($)(1)
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($)(2)
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($)(2)(3)
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($)(1)
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($)(4)
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($)(5)
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($)
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(a)
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(b)
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(c)
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(d)
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(e)
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(f)
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(g)
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(h)
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(i)
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(j)
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Christopher Oddleifson CEO
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2008
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502,462
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172,000
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N/A
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92,081
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N/A
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166,386
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20,711
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953,640
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2007
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480,770
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0
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N/A
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45,992
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208,800
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104,184
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20,329
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860,005
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2006
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463,077
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0
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N/A
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205
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190,350
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89,533
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9,036
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752,201
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Denis K. Sheahan CFO
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2008
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262,231
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60,000
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N/A
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37,820
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N/A
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100,731
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21,677
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482,459
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2007
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256,254
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0
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N/A
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18,369
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90,000
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36,043
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20,374
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424,040
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2006
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246,539
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0
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N/A
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102
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75,000
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24,577
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13,546
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359,764
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Gerard Nadeau EVP
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2008
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238,947
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60,000
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N/A
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43,242
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N/A
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145,907
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22,569
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302,959
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2007
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225,517
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0
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N/A
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17,248
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62,000
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358,647
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19,373
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682,785
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Jane Lundquist EVP
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2008
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218,269
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50,000
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N/A
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31.640
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N/A
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24,839
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28,192
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352,940
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2007
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211,000
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0
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N/A
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14,695
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74,000
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18,914
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25,202
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343,811
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2006
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204,099
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0
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N/A
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10,579
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65,000
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23,519
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20,256
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323,453
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Edward H. Seksay General Counsel
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2008
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228,770
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35,000
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N/A
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20,392
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N/A
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73,192
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21,616
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378,970
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2007
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220,539
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0
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N/A
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9,184
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58,000
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33,334
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14,875
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335,932
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2006
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212,216
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0
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N/A
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89
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50,000
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|
|
31,581
|
|
|
|
9,073
|
|
|
|
302,959
|
|
|
|
|
(1) |
|
The amounts listed in column (d) for 2008 represent the
discretionary cash bonuses which the Board awarded for 2008
performance. The amounts listed in column (g) for 2007 and
2006 are the amounts which the Board awarded for 2007 and 2006
performance pursuant to the Executive Cash Incentive Plans for
those years. |
|
(2) |
|
The assumptions used in the valuation for any awards reported in
the Stock Awards column (column (e)) and the Option Awards
column (column (f)) can be found in the Stock-Based Compensation
section of the Notes to Consolidated Financial Statements filed
as part of the Companys 2008 Annual Report on
Form 10-K. |
|
(3) |
|
The amounts listed in column (f) represent the compensation
cost of option awards as reflected in the Companys
financial statements, excluding the impact of estimated
forfeitures. |
|
(4) |
|
The amounts listed in column (h) represent only the
aggregate change in the actuarial present value of the
individuals accumulated benefit under Rockland
Trusts frozen defined benefit plan because
Nonqualified Deferred Compensation Earnings is
inapplicable. |
|
(5) |
|
The amounts in column (i) include 401(k) matching
contributions, defined contribution plan contributions, the
value of excess life insurance, and the value of a Company-owned
car. The only 2008 perquisite/personal benefit aggregated in
column (i) which exceeds $10,000 is the value of a
Company-owned car attributed to Ms. Lundquist in the amount
of $12,820. |
24
GRANTS OF
PLAN-BASED AWARDS
Grant Date refers to the date of stock option grants
during 2008. The exercise price of option awards was calculated,
in accordance with the 2005 Employee Stock Plan, as the average
of the high and low trading prices on the date of grant.
No amounts are set forth in the Estimated Future Payouts
Under Non-Equity Incentive Plan Awards columns due to the
executive compensation restrictions set forth in the American
Recovery and Reinvestment Act of 2009 which are described above.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Full
|
|
|
Closing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
All Other
|
|
|
|
|
|
Grant
|
|
|
Price of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
|
|
|
Date
|
|
|
Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Awards:
|
|
|
Exercise
|
|
|
Fair
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts Under
|
|
|
Number
|
|
|
Number
|
|
|
or Base
|
|
|
Value of
|
|
|
Option
|
|
|
|
|
|
|
Estimated Future Payouts Under
|
|
|
Equity
|
|
|
of Shares
|
|
|
of Securities
|
|
|
Price of
|
|
|
Equity-
|
|
|
Awards on
|
|
|
|
|
|
|
Non-Equity Incentive Plan Awards
|
|
|
Incentive Plan Awards
|
|
|
of Stock
|
|
|
Underlying
|
|
|
Option
|
|
|
Based
|
|
|
Date of
|
|
|
|
Grant
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
|
|
|
Target
|
|
|
Maximum
|
|
|
or Units
|
|
|
Options
|
|
|
Awards
|
|
|
Awards
|
|
|
Grant
|
|
Name
|
|
Date
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Threshold($)
|
|
|
($)
|
|
|
($)
|
|
|
(#)
|
|
|
(#)
|
|
|
($/Sh)
|
|
|
($)
|
|
|
($/Sh)
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
(i)
|
|
|
(j)
|
|
|
(k)
|
|
|
(l)
|
|
|
(m)
|
|
|
Christopher Oddleifson
|
|
|
2/14/2008
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
40,000
|
|
|
|
28.27
|
|
|
|
225,296
|
|
|
|
27.61
|
|
Denis K. Sheahan
|
|
|
2/14/2008
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
17,000
|
|
|
|
28.27
|
|
|
|
95,751
|
|
|
|
27.61
|
|
Jane Lundquist
|
|
|
2/14/2008
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
15,000
|
|
|
|
28.27
|
|
|
|
84,486
|
|
|
|
27.61
|
|
Gerard Nadeau
|
|
|
2/14/2008
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
15,000
|
|
|
|
28.27
|
|
|
|
84,486
|
|
|
|
27.61
|
|
Edward H. Seksay
|
|
|
2/14/2008
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
10,000
|
|
|
|
28.27
|
|
|
|
56,324
|
|
|
|
27.61
|
|
25
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR END
The table set forth below contains individual equity awards that
were outstanding as of December 31, 2008 for the named
executive officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Incentive
|
|
|
Equity Incentive
|
|
|
|
|
|
|
|
|
|
Equity Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
Plan Awards
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
Number of
|
|
|
Market or
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
|
|
|
|
|
|
Number
|
|
|
Value of
|
|
|
Unearned
|
|
|
Payout Value
|
|
|
|
Number of
|
|
|
Number of
|
|
|
of Securities
|
|
|
|
|
|
|
|
|
of Shares
|
|
|
Shares
|
|
|
Shares,
|
|
|
of Unearned
|
|
|
|
Securities
|
|
|
Securities
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
or Units
|
|
|
or Units
|
|
|
Units or
|
|
|
Shares, Units
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Unexercised
|
|
|
Option
|
|
|
|
|
|
of Stock
|
|
|
of Stock
|
|
|
Other
|
|
|
or Other Rights
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Unearned
|
|
|
Exercise
|
|
|
Option
|
|
|
That Have
|
|
|
That Have
|
|
|
Rights That
|
|
|
That Have
|
|
|
|
Options (#)
|
|
|
Options (#)
|
|
|
Options
|
|
|
Price
|
|
|
Expiration
|
|
|
Not Vested
|
|
|
Not Vested
|
|
|
Have Not
|
|
|
Not Vested
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
(#)
|
|
|
($)
|
|
|
Date
|
|
|
(#)
|
|
|
(#)
|
|
|
Vested
|
|
|
($)
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
(#)(i)
|
|
|
(j)
|
|
|
Christopher Oddleifson
|
|
|
32,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
28.895
|
|
|
|
12/14/2012
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
50,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
24.4095
|
|
|
|
1/9/2013
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
16,650
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
30.14
|
|
|
|
12/11/2013
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
31,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
34.18
|
|
|
|
12/9/2014
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
5,000
|
|
|
|
20,000
|
(1)
|
|
|
0
|
|
|
$
|
32.995
|
|
|
|
2/15/2017
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
0
|
|
|
|
40,000
|
(3)
|
|
|
0
|
|
|
$
|
28.270
|
|
|
|
2/14/2018
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
Denis K. Sheahan
|
|
|
1,250
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
12.4063
|
|
|
|
12/23/2009
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
7,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
11.9063
|
|
|
|
12/20/2010
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
10,100
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
20.125
|
|
|
|
12/19/2011
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
18,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
28.895
|
|
|
|
12/14/2012
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
9,850
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
23.47
|
|
|
|
12/19/2012
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
8,300
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
30.14
|
|
|
|
12/11/2013
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
12,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
34.18
|
|
|
|
12/9/2014
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
2,000
|
|
|
|
8,000
|
(1)
|
|
|
0
|
|
|
$
|
32.995
|
|
|
|
2/15/2017
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
0
|
|
|
|
17,000
|
(3)
|
|
|
0
|
|
|
$
|
28.270
|
|
|
|
2/14/2018
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Incentive
|
|
|
Equity Incentive
|
|
|
|
|
|
|
|
|
|
Equity Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
Plan Awards
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
Number of
|
|
|
Market or
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
|
|
|
|
|
|
Number
|
|
|
Value of
|
|
|
Unearned
|
|
|
Payout Value
|
|
|
|
Number of
|
|
|
Number of
|
|
|
of Securities
|
|
|
|
|
|
|
|
|
of Shares
|
|
|
Shares
|
|
|
Shares,
|
|
|
of Unearned
|
|
|
|
Securities
|
|
|
Securities
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
or Units
|
|
|
or Units
|
|
|
Units or
|
|
|
Shares, Units
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Unexercised
|
|
|
Option
|
|
|
|
|
|
of Stock
|
|
|
of Stock
|
|
|
Other
|
|
|
or Other Rights
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Unearned
|
|
|
Exercise
|
|
|
Option
|
|
|
That Have
|
|
|
That Have
|
|
|
Rights That
|
|
|
That Have
|
|
|
|
Options (#)
|
|
|
Options (#)
|
|
|
Options
|
|
|
Price
|
|
|
Expiration
|
|
|
Not Vested
|
|
|
Not Vested
|
|
|
Have Not
|
|
|
Not Vested
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
(#)
|
|
|
($)
|
|
|
Date
|
|
|
(#)
|
|
|
(#)
|
|
|
Vested
|
|
|
($)
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
(#)(i)
|
|
|
(j)
|
|
|
Gerald Nadeau
|
|
|
1,800
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
12.4063
|
|
|
|
12/23/2009
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
4,675
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
11.9063
|
|
|
|
12/20/2010
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
4,900
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
20.125
|
|
|
|
12/19/2011
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
7,500
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
28.895
|
|
|
|
12/14/2012
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
4,375
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
23.470
|
|
|
|
12/19/2012
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
3,850
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
30.14
|
|
|
|
12/11/2013
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
6,500
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
34.18
|
|
|
|
12/9/2014
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
1,000
|
|
|
|
4,000
|
(1)
|
|
|
0
|
|
|
$
|
32.995
|
|
|
|
2/15/2017
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
2,000
|
|
|
|
8,000
|
(2)
|
|
|
0
|
|
|
$
|
29.375
|
|
|
|
7/19/2017
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
0
|
|
|
|
15,000
|
(3)
|
|
|
0
|
|
|
$
|
28.270
|
|
|
|
2/14/2018
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
Jane Lundquist
|
|
|
10,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
28.895
|
|
|
|
12/14/2012
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
6,666
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
28.06
|
|
|
|
7/19/2014
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
10,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
32.765
|
|
|
|
10/20/2014
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
12,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
34.18
|
|
|
|
12/9/2014
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
1,600
|
|
|
|
6,400
|
(1)
|
|
|
0
|
|
|
$
|
32.995
|
|
|
|
2/15/2017
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
0
|
|
|
|
15,000
|
(3)
|
|
|
0
|
|
|
$
|
28.270
|
|
|
|
2/14/2018
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
Edward H. Seksay
|
|
|
7,500
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
28.895
|
|
|
|
12/14/2012
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
8,725
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
23.47
|
|
|
|
12/19/2012
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
7,275
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
30.14
|
|
|
|
12/11/2013
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
7,500
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
34.18
|
|
|
|
12/9/2014
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
1,000
|
|
|
|
4,000
|
(1)
|
|
|
0
|
|
|
$
|
32.995
|
|
|
|
2/15/2017
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
0
|
|
|
|
10,000
|
(1)
|
|
|
0
|
|
|
$
|
28.270
|
|
|
|
2/14/2018
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
|
(1) |
|
These options vest evenly over a five-year period, with
one-fifth of each grant vesting on each of February 15,
2008, 2009, 2010, 2011, and 2012. |
|
(2) |
|
These options vest evenly over a five-year period, with
one-fifth of the grant vesting on each of July 19, 2008,
2009, 2010, 2011, and 2012. |
|
(3) |
|
These options vest evenly over a five-year period, with
one-fifth of the grant vesting on each of February 15,
2009, 2010, 2011, 2012, and 2013. |
27
OPTION
EXERCISES AND STOCK VESTED
The following table sets forth information with respect to the
aggregate amount of options exercised during the last fiscal
year and the value realized thereon.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquired on
|
|
|
Value Realized
|
|
|
Number of Shares
|
|
|
Value Realized
|
|
|
|
Exercise
|
|
|
Upon Exercise
|
|
|
Acquired on Vesting
|
|
|
on Vesting
|
|
Name
|
|
(#)
|
|
|
($)
|
|
|
(#)
|
|
|
($)
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
Christopher Oddleifson
|
|
|
|
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Denis K. Sheahan
|
|
|
3,625
|
|
|
|
19,800
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Jane Lundquist
|
|
|
|
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Gerald Nadeau
|
|
|
2,000
|
|
|
|
21,752
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Edward H. Seksay
|
|
|
|
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
PENSION
BENEFITS
The following table provides details of the present value of the
accumulated benefit and years of credited service for the named
executive officers and under the Companys qualified and
non-qualified retirement programs.
The Rockland Trust SERP Participation Agreements provide
for an annual benefit payable at age 65 to the executive
upon termination of employment at age 62 or later. Should
the executive terminate employment prior to age 62, the
benefit is prorated based on the executives benefit
service as of employment termination relative to the
executives projected benefit service at age 65. The
accumulated benefit shown in the table has been calculated
assuming the executive terminated employment as of the date of
disclosure. The present value of accumulated benefit has been
calculated assuming the executive will remain in service until
age 65, the age at which retirement may occur without any
reduction in benefits, and that the benefit is payable as a life
annuity. The assumptions used are those required under GAAP,
including a discount rate of 5.54% and post-retirement mortality
according to the RP2000 Annuity Mortality Table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present Value of
|
|
|
Payments During
|
|
|
|
Plan
|
|
Number of Years
|
|
|
Accumulated Benefit
|
|
|
Last Fiscal Year
|
|
Name
|
|
Name
|
|
Credited Service
|
|
|
($)
|
|
|
($)
|
|
(a)
|
|
(b)
|
|
(#)(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
Christopher Oddleifson
|
|
Defined Benefit Plan
|
|
|
2.417
|
|
|
|
37,000
|
|
|
|
0
|
|
|
|
Rockland SERP
|
|
|
4.917
|
|
|
|
504,203
|
|
|
|
0
|
|
Denis K. Sheahan
|
|
Defined Benefit Plan
|
|
|
8.917
|
|
|
|
85,000
|
|
|
|
0
|
|
|
|
Rockland SERP
|
|
|
12.417
|
|
|
|
333,429
|
|
|
|
0
|
|
Gerald Nadeau
|
|
Defined Benefit Plan
|
|
|
22.5
|
|
|
|
252,000
|
|
|
|
0
|
|
|
|
Rockland SERP
|
|
|
24.50
|
|
|
|
416,554
|
|
|
|
0
|
|
Jane Lundquist
|
|
Defined Benefit Plan
|
|
|
0.917
|
|
|
|
20,000
|
|
|
|
0
|
|
|
|
Rockland SERP
|
|
|
3.75
|
|
|
|
64,821
|
|
|
|
0
|
|
Edward H. Seksay
|
|
Defined Benefit Plan
|
|
|
4.917
|
|
|
|
74,000
|
|
|
|
0
|
|
|
|
Rockland SERP
|
|
|
7.417
|
|
|
|
206,508
|
|
|
|
0
|
|
Deferred
Compensation
Rockland Trust does not sponsor deferred compensation programs
for its executives. A table regarding nonqualified deferred
compensation is therefore omitted.
28
Compensation
Committee Report
The compensation committee has reviewed and discussed the
Compensation Discussion and Analysis with management and, based
upon that review and discussion, has recommended to the Board
that the Compensation Discussion and Analysis be included in the
Proxy Statement and, through incorporation by reference, also in
our Annual Report on
Form 10-K
Submitted by:
Benjamin A. Gilmore, II, Chair
Kevin J. Jones
Richard H. Sgarzi
Thomas J. Teuten
Compensation Committee
Independent Bank Corp.
STOCK
OWNERSHIP AND OTHER MATTERS
Common Stock Beneficially Owned by any Entity with 5% or More
of Common Stock and Owned by Directors and Executive Officers
The following table sets forth the beneficial ownership of the
Common Stock as of January 31, 2009, with respect to
(i) any person or entity who is known to the Company to be
the beneficial owner of more than 5% of the Common Stock,
(ii) each director, (iii) each of the named executive
officers, and (iv) all directors and all executive officers
of the Company as a group:
|
|
|
|
|
|
|
|
|
|
|
Amount and
|
|
|
|
|
|
|
Nature of
|
|
|
|
|
|
|
Beneficial
|
|
|
Percent
|
|
Name of Beneficial Owner
|
|
Ownership
|
|
|
of Class(1)
|
|
|
Barclays Global Investors NA
45 Fremont Street
San Francisco, CA
94105-2228
|
|
|
1,094,315
|
(2)
|
|
|
6.71
|
%
|
Richard S. Anderson
|
|
|
38,623
|
(3)
|
|
|
**
|
|
Benjamin A. Gilmore, II
|
|
|
17,128
|
(4)
|
|
|
**
|
|
Kevin J. Jones
|
|
|
97,909
|
(5)
|
|
|
**
|
|
Donna A. Lopolito
|
|
|
7,520
|
(6)
|
|
|
**
|
|
Jane L. Lundquist
|
|
|
66,326
|
(7)
|
|
|
**
|
|
Eileen C. Miskell
|
|
|
24,420
|
(8)
|
|
|
**
|
|
Gerard Nadeau
|
|
|
66,872
|
(9)
|
|
|
**
|
|
Christopher Oddleifson
|
|
|
215,300
|
(10)
|
|
|
1.32
|
%
|
Carl Ribeiro
|
|
|
7,354
|
(11)
|
|
|
**
|
|
Edward H. Seksay
|
|
|
49,040
|
(12)
|
|
|
**
|
|
Richard H. Sgarzi
|
|
|
152,146
|
(13)
|
|
|
**
|
|
Denis K. Sheahan
|
|
|
107,590
|
(14)
|
|
|
**
|
|
John H. Spurr, Jr.
|
|
|
338,768
|
(15)
|
|
|
2.08
|
%
|
Robert D. Sullivan
|
|
|
28,700
|
(16)
|
|
|
**
|
|
Brian S. Tedeschi
|
|
|
44,617
|
(17)
|
|
|
**
|
|
Thomas J. Teuten
|
|
|
323,442
|
(18)
|
|
|
1.98
|
%
|
Directors and executive officers as a group (18 Individuals)
|
|
|
1,409,713
|
(19)
|
|
|
8.65
|
%
|
|
|
|
** |
|
less than one percent |
|
(1) |
|
Percentages are not reflected for individuals whose holdings
represent less than 1%. The information contained herein is
based on information provided by the respective individuals and
filings pursuant to |
29
|
|
|
|
|
the Securities Exchange Act of 1934, as amended (Exchange
Act) as of January 30, 2009. 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 30,
2009, are deemed to be outstanding for the purpose of computing
the amount and percentage of outstanding common stock owned by
such person. See section entitled Executive Officer
Information. |
|
(2) |
|
Shares owned as of December 31, 2008, based upon public
filings with the SEC. |
|
(3) |
|
Includes 6,000 shares which Mr. Anderson has a right
to acquire immediately through the exercise of stock options
granted pursuant to the Companys 1996 Director Stock
Plan and 1,200 unvested restricted shares pursuant to the
2006 Director Stock Plan. |
|
(4) |
|
Includes 914 shares owned by Mr. Gilmore and his wife,
jointly, and 652 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
1996 Director Stock Plan and 1,200 unvested restricted
shares pursuant to the 2006 Director Stock Plan. |
|
(5) |
|
Includes 7,846 shares owned by Mr. Jones wife,
individually, 10,000 shares held in the name of
Kevin J. Jones & Frances Jones, Trustees,
Brian Jones Irrevocable Trust; 10,000 shares held in the
name of Kevin J. Jones & Frances Jones, Trustees, Mark
Jones Irrevocable Trust, and 10,000 shares held in the name
of Kevin J. Jones & Frances Jones, Trustees, Sean
Jones Irrevocable Trust; 5,000 shares owned by
Plumbers Supply Company, of which Mr. Jones is
Treasurer. Mr. Jones shares voting and investment power
with respect to such shares. Includes 3,000 shares which
Mr. Jones has a right to acquire immediately through the
exercise of stock options granted pursuant to the
1996 Director Stock Plan and 1,200 unvested restricted
shares pursuant to the 2006 Director Stock Plan. |
|
(6) |
|
Includes 5,000 shares which Ms. Lopolito has a right
to acquire immediately through the exercise of stock options
granted pursuant to the 2007 Director Stock Plan and 1,200
unvested restricted shares pursuant to the 2006 Director
Stock Plan. |
|
(7) |
|
Includes 44,866 shares, which Ms. Lundquist has a
right to acquire within 60 days of January 31, 2009
through the exercise of stock options granted pursuant to the
Employee Stock Plans. |
|
(8) |
|
Includes 7,105 shares owned jointly by Ms. Miskell and
her spouse; 2,092 shares owned by spouse, and
3,487 shares owned by The Wood Lumber Company of which
Ms. Miskell is Treasurer. Ms. Miskell shares voting
and investment power with respect to such shares. Includes
5,000 shares which Ms. Miskell has a right to acquire
immediately through the exercise of stock options granted
pursuant to the 2007 Director Stock Plan and 1,200 unvested
restricted shares pursuant to the 2006 Director Stock Plan. |
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Includes 2,941 shares owned jointly by Mr. Nadeau and
his spouse and 331 shares owned by children on which
Mr. Nadeau has custodial powers. Includes
40,600 shares, which Mr. Nadeau has a right to acquire
within 60 days of January 31, 2009 through the
exercise of stock options granted pursuant to the Employee Stock
Plans. |
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(10) |
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Includes 147,650 shares, which Mr. Oddleifson has a
right to acquire within 60 days of January 31, 2009
through the exercise of stock options granted pursuant to the
Employee Stock Plans. |
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(11) |
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Includes 2,454 shares held in broker name for benefit of
Filer, 1,000 shares held as SEP/IRA in broker name for
benefit of Filer, 1,000 shares held as ROTH IRA in broker
name for benefit of Filer, and 400 unvested restricted shares
pursuant to the 2006 Director Stock Plan; 1,000 shares
held in broker name for benefit of spouse, 1,000 shares
held in broker name for benefit of spouse; and 500 shares
held in broker name for benefit of son. |
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Includes 35,000 shares, which Mr. Seksay has a right
to acquire within 60 days of January 31, 2009 through
the exercise of stock options granted pursuant to the Employee
Stock Plans. |
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Includes 5,000 shares which Mr. Sgarzi has a right to
acquire immediately through the exercise of stock options
granted pursuant to the 1996 Director Stock Plan and 1,200
unvested restricted shares pursuant to the 2006 Director
Stock Plan. |
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(14) |
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Includes 73,900 shares, which Mr. Sheahan has a right
to acquire within 60 days of January 31, 2009 through
the exercise of stock options granted pursuant to the Employee
Stock Plans. |
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(15) |
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Includes 12,995 shares held in various trusts, as to which
Mr. Spurr is a trustee and, as such, has voting and
investment power with respect to such shares. Includes
2,309 shares held in the name of John H. Spurr, Jr. Trust,
on which Mr. Spurr is a Trustee and Life Beneficiary.
Includes 629 shares owned by Mr. Spurrs wife,
individually, and 300,613 shares owned of record by A. W.
Perry Security Corporation, of which Mr. Spurr is
President. Includes 4,000 shares which Mr. Spurr has a
right to acquire immediately through the exercise of stock
options granted pursuant to the 1996 Director Stock Plan
and 1,200 unvested restricted shares pursuant to the
2006 Director Stock Plan. |
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Includes 10,331 shares held in various trusts, as to which
Mr. Sullivan is a trustee and, as such, has voting and
investment power with respect to such shares. Includes
4,000 shares which Mr. Sullivan has a right to acquire
immediately through the exercise of stock options granted
pursuant to the 1996 Director Stock Plan and 1,200 unvested
restricted shares pursuant to the 2006 Director Stock Plan. |
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(17) |
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Includes 4,000 shares which Mr. Tedeschi has a right
to acquire immediately through the exercise of stock options
granted pursuant to the 1996 Director Stock Plan and 1,200
unvested restricted shares pursuant to the 2006 Director
Stock Plan. |
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(18) |
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Includes 6,212 shares owned by Mr. Teuten and his
wife, jointly, 7,658 shares owned by Mr. Teutens
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
4,000 shares which Mr. Teuten has a right to acquire
immediately through the exercise of stock options granted
pursuant to the 1996 Director Stock Plan and 1,200 unvested
restricted shares pursuant to the 2006 Director Stock Plan. |
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(19) |
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This total has been adjusted to eliminate any double counting of
shares beneficially owned by more than one member of the group. |
Beneficial
Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the
Companys executive officers and directors, and holders of
10% or more of the Companys common stock, to file reports
on Forms 3, 4, and 5 with the SEC to indicate ownership and
changes in ownership of common stock with the SEC and to furnish
the Company with copies of those reports. Based solely upon a
review of the copies of those reports and any amendments
thereto, the Company believes that during the year ending
December 31, 2008 filing requirements under
Section 16(a) were complied with in a timely fashion,
except for:
On January 29, 2008 Mr. Nadeau, an executive officer,
sold 1,000 shares of the Companys common stock. The
Form 4 reporting this transaction, however, was not filed
until February 22, 2008.
Director Robert D. Sullivan owned a small amount of Slade Ferry
Bancorp. common stock which, at the time of the merger of Slades
Ferry Bancorp. into the Company on or about March 4, 2008,
was converted to 818 shares of the Companys common
stock. Mr. Sullivans change in beneficial ownership
was inadvertently not reported until April 23, 2008.
On August 22, 2008, the Rockland Trust Investment
Management Group sold 1,200 shares owned by Director Brian
S. Tedeschis wife Kathleen. The sale was an inadvertent
error on the part of the Investment Management Group which was
not identified until December 5, 2008, at which time a
Form 4 was filed.
Solicitation
of Proxies and Expenses of Solicitation
The proxy form accompanying this proxy statement is solicited by
the Board of the Company. Proxies may be solicited by officers,
directors, and regular supervisory and executive employees of
the Company, none of whom will receive any additional
compensation for their services. Also, Georgeson Shareholder
Communications may solicit proxies at an approximate cost of
$8,000 plus reasonable expenses. Such solicitations may be made
personally or by mail, facsimile, telephone, telegraph,
messenger, or via the Internet. The Company will pay persons
holding shares of common stock in their names or in the names of
nominees, but not owning such shares beneficially, such as
brokerage houses, banks, and other fiduciaries, for the expense
of forwarding solicitation materials to their principals. All of
the costs of solicitation of proxies will be paid by the Company.
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Independent
bank corp.
Parent
of Rockland Trust
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000000000.000000 ext 000000000.000000 ext
000000000.000000 ext 000000000.000000 ext
000000000.000000 ext 000000000.000000 ext
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000004 |
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MR A SAMPLE
DESIGNATION (IF ANY)
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ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6
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Electronic Voting Instructions
You can vote by Internet or telephone! Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the two voting
methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
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Proxies submitted by the Internet or telephone
must be received by 1:00 a.m., Central Time, on
May 21, 2009.
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Vote by Internet
Log
on to the Internet and go to
www.envisionreports.com/INDB2009
Follow the steps outlined on the secured website. |
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Vote by telephone
Call toll free 1-800-652-VOTE (8683) within the United
States, Canada & Puerto Rico any time
on a touch tone
telephone. There is NO CHARGE to you for the call. |
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Using a black ink pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas. |
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Follow the instructions provided by the recorded
message. |
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Annual
Meeting Proxy Card |
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C0123456789 |
12345
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IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE,
FOLD ALONG THE PERFORATION, DETACH AND RETURN
THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
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A
Proposals The Board of Directors recommends a vote FOR
all the nominees for Class I Directors listed
and FOR Proposal 2. |
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1. |
Reelect the following class I Directors: |
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01 - Richard S. Anderson 05 - Thomas J. Teuten |
02 - Kevin J. Jones |
03 - Donna A. Lopilito |
04 - Richard H. Sgarzi |
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Mark here to vote FOR all nominees |
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Mark here to WITHHOLD vote from all nominees |
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For All EXCEPT
- To withhold a vote
for one or more nominees, mark
the box to the left and the corresponding numbered box(es) to the right. |
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Provide an advisory (non-binding) vote on the following proposal: Resolved, that the shareholders approve the
compensation of executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities
and Exchange Commission (which disclosure shall include the Compensation Discussion and Analysis, the
compensation tables, and any related materials). |
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For
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Against
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Abstain
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Transact any other business which may properly come before the annual meeting. |
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B Non-Voting
Items |
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Change of Address
Please print new address below. |
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Meeting Attendance |
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Mark the box to the right if you plan to attend the Annual Meeting.
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C |
Authorized
Signatures
This section must be completed for your vote to be counted.
Date and Sign Below |
Please sign exactly
as name(s) appears hereon. Joint owners should each sign. When signing as attorney,
executor, administrator, corporate officer, trustee, guardian, please
give full title as such.
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Date (mm/dd/yyyy) Please print date below.
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Signature 1 Please keep signature within the box.
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Signature 2 Please keep signature within the box. |
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/ / |
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<STOCK#> 010PQB
▼
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE,
FOLD ALONG THE PERFORATION, DETACH AND RETURN
THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
▼
Independent
bank corp.
Parent
of Rockland Trust
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Proxy INDEPENDENT BANK CORP. |
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THIS PROXY IS SOLICITED BY THE INDEPENDENT BANK CORP. BOARD OF DIRECTORS
The undersigned shareholder, having received a Notice of Meeting and Proxy Statement of the Board
of Directors (hereinafter the Proxy Statement), hereby appoint(s) Linda M. Campion and Tara M.
Villanova, or any one or more of them, attorneys or attorney of the undersigned (with full power of
substitution in them and in each of them), for and in the name(s) of the undersigned to attend the
Annual Meeting of Shareholders of Independent Bank Corp. to be held
at the Holiday Inn - Rockland -
Boston South 929 Hingham Street, Rockland, Massachusetts on Thursday, May 21, 2009 at 10:00 a.m.,
local time, and any adjournment or adjournments thereof, and there to vote and act in regard to all
powers the undersigned would possess, if personally present, and especially (but without limiting
the general authorization and power hereby given) to vote and act in accordance with any voting
instructions provided. Attendance at the Annual Meeting or any adjournments thereof will not be
deemed to revoke this proxy unless the undersigned shall, prior to the voting of shares, give
written notice to the Clerk of the Company of his or her intention to vote in person. If a
fiduciary capacity is attributed to the undersigned, this proxy is signed in that capacity.
The undersigned hereby confer(s) upon Linda M. Campion and Tara M. Villanova, and each of them,
discretionary authority to vote (a) on any other matters or proposals not known at the time of
solicitation of this proxy which may properly come before the Annual Meeting, and (b) with respect
to the selection of directors in the event any nominee for director is unable to stand for election
due to death, incapacity, or other unforeseen emergency.
YOUR SHARES WILL BE VOTED AS SPECIFIED. IF YOU SIGN AND RETURN THIS FORM WITHOUT INDICATING HOW YOU
WANT YOUR SHARES VOTED, THEY WILL BE VOTED FOR ALL PROPOSALS AND OTHERWISE AT THE DISCRETION OF THE
PROXY HOLDERS.
CONTINUED AND TO BE
SIGNED ON THE REVERSE SIDE