UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A INFORMATION
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o Soliciting Material Pursuant to §240.14a-12
INDEPENDENT BANK CORP.
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President and Chief Executive Officer
Independent Bank Corp.
Rockland Trust Company
From Boston and Points North: | |||
Ø Take Route 93 South to Route 3 South | |||
Ø Take Exit 14 (Rockland, Nantasket) off Route 3 | |||
Ø At the end of the exit ramp bear right onto Hingham Street (Route 228) | |||
Ø The Holiday Inn-Rockland-Boston South is located approximately 0.4 miles on the left behind Bellas Restaurant. | |||
From Cape Cod: | |||
Ø Take Route 3 North to Exit 14 (Rockland, Nantasket) | |||
Ø At the end of the exit ramp turn left onto Hingham Street (Route 228) | |||
Ø The Holiday Inn-Rockland-Boston South is located approximately 0.7 miles on the left behind Bellas Restaurant. |
Rockland, Massachusetts 02370
on May 19, 2011 at 10:00 a.m.
(1) | Reelect William P. Bissonnette, Daniel F. O’Brien, Christopher Oddleifson, Robert D. Sullivan and Brian S. Tedeschi to serve as Class III Directors; | |
(2) | Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2011; | |
(3) | Add 850,000 shares of our common stock to the shares which may be issued pursuant to our 2005 Employee Stock Plan; | |
(4) | Consider an advisory vote on the compensation of our named executive officers; | |
(5) | Consider an advisory vote on whether shareholders should be requested to provide an advisory vote on the compensation of our named executive officers every one, two, or three years; and, | |
(6) | Transact any other business which may properly come before the annual meeting. |
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• | Over the internet, which we encourage if you have internet access, at the internet address shown on your proxy form; | |
• | By telephone, by calling the telephone number on your proxy form; | |
• | By mail, by completing, signing, dating, and returning your proxy form; or | |
• | By attending the annual meeting and voting your shares in person. |
• | 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 III directors to be elected is five. | |
• | A majority of votes cast by shareholders present, in person or by proxy, and voting on such matter is required to approve the ratification of the appointment of our independent registered accounting firm. | |
• | A majority of votes cast by shareholders present, in person or by proxy, and voting on such matter is required to increase the shares which may be issued pursuant to the 2005 Employee Stock Plan. | |
• | A majority of votes cast by shareholders present, in person or by proxy, and voting on such matter is required to approve the advisory proposal on the compensation of our named executive officers. |
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• | A plurality of votes cast by shareholders present, in person or by proxy, at the annual meeting is required to decide the advisory proposal on how often advisory votes regarding the compensation of our named executive officers will occur. |
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FOR all nominees and reelect the board nominees. Proxies solicited by
the Board will be so voted in the absence of direction to the contrary.
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2010 | 2009 | |||||||
Audit Fees: | $ | 560,563 | $ | 543,000 | ||||
All Other Fees: | ||||||||
Anti-fraud program assessment | — | 6,500 | ||||||
Total: | $ | 560,563 | $ | 549,500 | ||||
of E&Y as the Company’s independent registered public accounting firm. Proxies
solicited by the Board will be so voted in the absence of direction to the contrary.
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• | Administration by a committee of independent directors. | |
• | A fixed number of shares available for grant that will not automatically increase because of an “evergreen” feature. | |
• | A limitation, pursuant to section 162(m) of the Internal Revenue Code, that no participant may receive restricted stock or stock options of more than 75,000 shares in any fiscal year. | |
• | Exercise price that must be at least 100% of fair market value on the date a stock option is granted. | |
• | A requirement for stockholder approval of any plan amendment required under current NASDAQ standards. |
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• | 1996 Non-Employee Directors’ Stock Option Plan (“the 1996 Plan”) | |
• | 1997 Employee Stock Option Plan (“the 1997 Plan”) | |
• | 2005 Employee Stock Plan | |
• | 2006 Non-Employee Director Stock Plan (“the 2006 Plan”) | |
• | 2010 Non-Employee Director Stock Plan (“the 2010 Plan”) |
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Cumulative Granted, Net of | ||||||||||||||||||||||||
Authorized | Authorized | Forfeitures | ||||||||||||||||||||||
Stock | Restricted | Stock | Restricted | |||||||||||||||||||||
Option Awards | Stock Awards | Total | Option Awards | Stock Awards | Total | |||||||||||||||||||
1996 Plan | 300,000 | N/A | 300,000 | 203,000 | N/A | 203,000 | ||||||||||||||||||
1997 Plan | 1,100,000 | N/A | 1,100,000 | 1,019,896 | N/A | 1,019,896 | ||||||||||||||||||
2005 Employee Stock Plan | (1 | ) | (1 | ) | 800,000 | 420,300 | 217,835 | 638,135 | ||||||||||||||||
2006 Plan | (2 | ) | (2 | ) | 50,000 | 15,000 | 20,400 | 35,400 | ||||||||||||||||
2010 Plan | (3 | ) | (3 | ) | 300,000 | 15,000 | 16,800 | 31,800 | ||||||||||||||||
Ben Franklin Plan | 210,286 | N/A | 210,286 | 202,716 | N/A | 202,716 |
(1) | The Company may award up to a total of 800,000 shares as stock options or restricted stock awards. | |
(2) | The Company may award up to a total of 50,000 shares as stock options or restricted stock awards. During 2010, the remaining 14,600 shares were transferred and available for issue under the 2010 Plan. | |
(3) | The Company may award up to a total of 300,000 shares as stock options or restricted stock awards, in addition to the remaining 14,600 shares that were transferred from the 2006 Plan. |
Number of | ||||||||||||
Securities | ||||||||||||
Remaining | ||||||||||||
Available | ||||||||||||
Number of | Weighted- | for Future Issuance | ||||||||||
Securities to be | Average | Under Equity | ||||||||||
Issued upon | Exercise Price of | Compensation | ||||||||||
Exercise of | Outstanding | Plans | ||||||||||
Outstanding | Options, | (Excluding | ||||||||||
Options, Warrants | Warrants and | Securities Reflected | ||||||||||
and Rights | Rights | in Column (a)) | ||||||||||
Equity Compensation Plan Category | (a) | (b) | (c) | |||||||||
Plans approved by security holders | 1,119,760 | $ | 27.85 | 452,235 | (1) | |||||||
Plans not approved by security holders | — | — | — | |||||||||
Total | 1,119,760 | $ | 27.85 | 452,235 |
(1) | There are no shares available for future issuance under the 1996 Plan, the 1997 Plan, and the 2006 Plan. There are 161,865 shares available for future issuance under the 2005 Plan. Although there are 7,570 shares available to grant under the Ben Franklin Plan, they expire in early 2011, the Company will not grant any additional awards from this plan. In addition, the Company is seeking approval in increase the number of shares available under the 2005 Employee Stock Plan by 850,000. |
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adding 850,000 shares to the amount which
may be issued pursuant to the 2005 Employee Stock Plan.
Proxies solicited by the Board will
be so voted in the absence of direction to the contrary.
advisory basis, of the compensation of our named executive officers as disclosed in the
Compensation Discussion and Analysis, the accompanying compensation tables, and the related
narrative disclosure. Proxies solicited by the Board will be so voted in the
absence of direction to the contrary.
• | A triennial vote will give the Company’s stockholders the opportunity to more fully assess the success or failure of the Company’s long-term compensation strategies and the related business outcomes with the hindsight of three years of corporate performance; | |
• | A three-year vote cycle allows sufficient time for our Board to review and respond to stockholders’ views on executive compensation and to implement changes, if necessary, to our executive compensation program; | |
• | As a practical matter, any changes to our executive compensation program that were responsive to stockholder concerns would not be fully disclosed and reflected in the Compensation Discussion and Analysis and Executive Compensation sections of the Proxy Statement until the second year following an unfavorable“Say-on-Pay” vote; and, | |
• | A triennial vote, while less frequent, would still provide a regular, consistent means for the Company’s shareholders to provide feedback to the Board regarding the Company’s executive compensation programs. |
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the option of “every three years” for future advisory votes
on executive compensation. Proxies solicited by the Board
will be so voted in the absence of direction to the contrary.
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• | Directors should, as a result of their occupation, background,and/or experience, possess a mature business judgment that enables them to make a positive contribution to the Board. Directors are expected to bring an inquisitive and objective perspective to their duties. Directors should possess, and demonstrate through their actions on the Board, exemplary ethics, integrity, and values. | |
• | Directors will be ineligible to continue to serve on the Board once they attain the age of 72. Directors who attain the age of 72 during their elected term as a Director will retire from the Board upon reaching the age of 72. | |
• | Aside from any stock ownership requirements that are imposed by law, Directors are not required to own any minimum amount of the Company’s common stock in order to be qualified for Board service. Director ownership of the Company’s common stock, however, is strongly encouraged and all of our Directors currently own our common stock. Please refer to the section entitled “Stock Ownership and Other Matters” in this proxy statement for more information about the amount of common stock owned by our Directors. | |
• | While familiarity with the communities that Rockland Trust serves is one factor to be considered in determining if an individual is qualified to serve as a Director, it is not a controlling factor. It is the sense of the Board, however, that a significant portion of the Directors should represent or be drawn from the communities that Rockland Trust serves. | |
• | Customers of Rockland Trust, if otherwise qualified, may be considered for Board membership. A customer relationship, however, will be a secondary criteria considered in evaluating a Director candidate in addition to other relevant considerations. |
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Name | Executive | Audit | Compensation | Nominating | ||||
Mr. Jones | ¨ | ü | ü | |||||
Mr. Sgarzi | ü | ü | ü | |||||
Mr. Teuten | ü | |||||||
Mr. Oddleifson | ü | |||||||
Ms. Abelli | § | ¨ | ü | |||||
Mr. Anderson | § | ¨ | ||||||
Mr. Bissonnette | § | |||||||
Mr. Gilmore | § | ¨ | ||||||
Ms. Miskell | § | ü | ü | ü | ||||
Mr. O’Brien | § | ü | ||||||
Mr. Ribeiro | § | ü | ||||||
Mr. Spurr | § | |||||||
Mr. Sullivan | § | ¨¨ | ||||||
Mr. Tedeschi | § | |||||||
Mr. Venables | § | |||||||
Total Meetings Held In 2010 | 21 meetings | 4 meetings | 10 meetings | 1 meeting |
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¨ | Chair of Committee | |
¨¨ | Vice Chair of Committee | |
ü | Committee Member | |
§ | Committee Member, Rotating Basis |
Position | 2010 Annual Retainer | |||
Chair of Board | $ | 34,000 | ||
Chair of Executive Committee | $ | 29,000 | ||
Chair Audit Committee | $ | 19,000 | ||
Vice Chair Audit Committee | $ | 19,000 | ||
Chair Compensation Committee | $ | 19,000 | ||
Chair Nominating & Governance Committee | $ | 19,000 | ||
Permanent Executive Committee Member | $ | 21,000 | ||
Rotating Executive Committee Member | $ | 16,000 |
Position | 2011 Annual Retainer | |||
Chair of Board | $ | 36,000 | ||
Chair of Executive Committee | $ | 31,000 | ||
Chair Audit Committee | $ | 21,000 | ||
Vice Chair Audit Committee | $ | 21,000 | ||
Chair Compensation Committee | $ | 21,000 | ||
Chair Nominating & Governance Committee | $ | 21,000 | ||
Permanent Executive Committee Member | $ | 23,000 | ||
Rotating Executive Committee Member | $ | 18,000 |
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• | Following the 2010 Annual Shareholders Meeting, Directors William P. Bissonnette, Daniel F. O’Brien, and Thomas R. Venables were each granted a non-statutory stock option to purchase 5,000 shares of common stock. | |
• | Each person who becomes a Non-Employee Director at any time following the 2010 Annual Shareholders Meeting shall, on the first anniversary of his or her election, automatically and without further action be granted a non-statutory stock option to purchase 5,000 shares of common stock. | |
• | Following the 2010 Annual Shareholders Meeting, all Non-Employee Directors, including Messrs. Bissonnette, O’Brien, and Venables, were granted a restricted stock award for 1,200 shares of common stock, vesting three years from the date of grant. | |
• | Thereafter, following each annual shareholders meeting after 2010, each Non-Employee Director who serves on the Board of the Companyand/or Rockland Trust at any point during the calendar year of that annual meeting shall be granted either (A) a restricted stock award in an amount of shares of common stock not to exceed 1,500 and with a range for time vesting of between three and five years from the date of grant, (B) a non-statutory stock option to purchase not more than 3,000 shares of common stock, subject to adjustment, substitution and vesting pursuant to the 2010 Director Stock Plan, or (C) a combination of restricted stock awards and non-statutory stock options. Such awards shall be made subject to the discretion of the compensation committee as set forth in the 2010 Director Stock Plan. |
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Change in | ||||||||||||||||||||||||||||
Pension | ||||||||||||||||||||||||||||
Value and | ||||||||||||||||||||||||||||
Nonqualified | ||||||||||||||||||||||||||||
Fees Earned | Non-Equity | Deferred | ||||||||||||||||||||||||||
or Paid | Stock | Option | Incentive Plan | Compensation | All Other | |||||||||||||||||||||||
Name | in Cash(1) | Awards(2) | Awards(2) | Compensation | Earnings | Compensation(3) | Total | |||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | |||||||||||||||||||||
Donna A. Abelli | $ | 46,000 | $ | 27,678 | $ | — | n/a | n/a | $ | 1,584 | $ | 75,262 | ||||||||||||||||
Richard S. Anderson | $ | 36,000 | $ | 27,678 | $ | — | n/a | n/a | $ | 1,584 | $ | 65,262 | ||||||||||||||||
William P. Bissonnette | $ | 34,000 | $ | 27,678 | $ | 31,541 | n/a | n/a | $ | 720 | $ | 93,939 | ||||||||||||||||
Benjamin A. Gilmore, II | $ | 44,000 | $ | 27,678 | $ | — | n/a | n/a | $ | 1,584 | $ | 73,262 | ||||||||||||||||
Kevin J. Jones | $ | 64,000 | $ | 27,678 | $ | — | n/a | n/a | $ | 1,584 | $ | 93,262 | ||||||||||||||||
Eileen C. Miskell | $ | 46,000 | $ | 27,678 | $ | — | n/a | n/a | $ | 1,584 | $ | 75,262 | ||||||||||||||||
Daniel F. O’Brien | $ | 39,000 | $ | 27,678 | $ | 31,541 | n/a | n/a | $ | 720 | $ | 98,939 | ||||||||||||||||
Carl Ribeiro | $ | 38,000 | $ | 27,678 | $ | — | n/a | n/a | $ | 1,008 | $ | 66,686 | ||||||||||||||||
Richard H. Sgarzi | $ | 54,000 | $ | 27,678 | $ | — | n/a | n/a | $ | 1,584 | $ | 83,262 | ||||||||||||||||
John H. Spurr, Jr. | $ | 34,000 | $ | 27,678 | $ | — | n/a | n/a | $ | 1,584 | $ | 63,262 | ||||||||||||||||
Robert D. Sullivan | $ | 40,000 | $ | 27,678 | $ | — | n/a | n/a | $ | 1,584 | $ | 69,262 | ||||||||||||||||
Brian S. Tedeschi | $ | 34,000 | $ | 27,678 | $ | — | n/a | n/a | $ | 1,584 | $ | 63,262 | ||||||||||||||||
Thomas J. Teuten | $ | 68,000 | $ | 27,678 | $ | — | n/a | n/a | $ | 1,584 | $ | 97,262 | ||||||||||||||||
Thomas R. Venables | $ | 35,000 | $ | 27,678 | $ | 31,541 | n/a | n/a | $ | 720 | $ | 94,939 |
(1) | Column (b) reflects the total fees earned or paid in cash for directors. As noted above, during the past year the following directors chose to defer some or all of their cash compensation pursuant to the Deferred Compensation Program: Directors Anderson, Jones, Miskell, Ribiero and Spurr . | |
(2) | The amounts in columns (c) and (d) represent the grant date fair value of the restricted stock awards and option awards granted to directors calculated in accordance with FASB Topic 718, excluding the impact of estimated forfeitures. No director awards were forfeited during the year. |
Aggregate Outstanding | Aggregate Outstanding | |||||||
Name | Restricted Stock Awards per Director | Stock Option Awards per Director | ||||||
Donna A. Abelli, Eileen C. Miskell and Richard H. Sgarzi | 2,800 | 5,000 | ||||||
Benjamin A. Gilmore, II, Brian S. Tedeschi, John H. Spurr, Jr., Richard S. Anderson, Robert D. Sullivan and Thomas J. Teuten | 2,800 | 4,000 | ||||||
Kevin J. Jones | 2,800 | 3,000 | ||||||
Carl Ribiero | 2,000 | 5,000 | ||||||
Daniel F. O’Brien and William P. Bissonette | 1,600 | 10,467 | * | |||||
Thomas R. Venables | 1,600 | 5,000 |
* | Included in these stock options are 5,467 options related to the Benjamin Franklin Bancorp, Inc. acquisition that took place during 2009, in which options to acquire Benjamin Franklin stock were converted into options to acquire Company stock. | |
(3) | Column (g) reflects the dividends paid to directors in 2010 on their unvested restricted stock. |
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• | received the written disclosures and letter from E&Y required by the Public Company Accounting Oversight Board, has discussed the independence of E&Y and considered whether the provision of non-audit services by E&Y is compatible with maintaining auditor independence, and has satisfied itself as to the independence of E&Y; | |
• | reviewed and discussed our audited, consolidated financial statements for the fiscal year ended December 31, 2010 with our management and E&Y, our independent registered public accounting firm, including a discussion of the quality and effect of our accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements; | |
• | discussed the matters required by Statement on Auditing Standards No. 114 (The Auditor’s Communication with Those Charged with Governance) with E&Y, including the process used by management in formulating particularly sensitive accounting estimates and the basis for the conclusions of E&Y regarding the reasonableness of those estimates; and | |
• | met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls and the overall quality of our financial reporting. |
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• | standard compensation arrangements described below under “Executive Officer Information”; and | |
• | the transactions described below. |
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• | Mr. Oddleifson, who is the President and CEO of the Company and of Rockland Trust; | |
• | Mr. Venables who, due to his prior service as the President and CEO of Benjamin Franklin Bancorp, Inc. and Benjamin Franklin Bank until April 10, 2009, when Benjamin Franklin Bancorp, Inc. was merged with and into the Company, is disqualified from being deemed an “independent” director until at least after December 31, 2011; and | |
• | Mr. Spurr and Mr. Teuten, who had previously been “independent” directors. On November 13, 2009 Rockland Trust exercised a contractual right it had received about 20 years prior to acquire sole ownership of 2036 Washington Street, Hanover, Massachusetts, a 5.28 acre site improved by a three story building containing approximately 22,000 square feet of office space. Rockland Trust already owned a fifty percent interest in the entity which held the property and Rockland Trust was then renting all of the acquired building. Rockland Trust exercised its option to acquire the property based upon an assessment of its facilities needs, which included an evaluation of comparable real estate alternatives which were more expensive. Rockland Trust acquired the fifty percent interest that it did not already own in the entity which held the property based upon the property’s fair market value of $2,900,000, as determined by third-party appraisals, thereby acquiring the fifty percent interest owned by A.W. Perry, Inc., a real estate developer. Directors Teuten and Spurr are, respectively, the Chairman of the Board and President of A.W. Perry, Inc. The transaction (when combined with the $387,124 in rent which Rockland Trust paid in 2009 to the entity which owned the property prior to the closing) resulted in gross proceeds to A.W. Perry, Inc. that slightly exceeded the threshold established by NASDAQ Stock Market (“NASDAQ”) listing rules for a director of a NASDAQ-listed company to be considered an “independent” Director. As a consequence, Directors Teuten and Spurr were disqualified from being deemed “independent” directors until at least after December 31, 2011. |
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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 attract and retain executives with a broad, proven track record of performance. | |
• | The use of variable annual cash incentive compensation or discretionary bonuses is designed to provide a competitive cash payment opportunity based both on individual behavior and the Company’s overall financial performance. The opportunity for a more significant award increases when both the Company and the employee achieve higher levels of performance. The Company grants cash incentive compensation pursuant to a plan or by granting discretionary cash bonuses. | |
• | Our long-term equity-based compensation incentive plan is generally made available to selected groups of individuals, including our executive officers, in the form of stock optionsand/or restricted stock. Equity awards have vesting schedules and the potential to grow in value over time. Equity awards are intended to link executive officer financial outcomes to performance that maximizes long term shareholder returns and are designed to encourage officer retention. | |
• | To remain competitive in the market for a high caliber management team and to ensure stability and continuity in leadership, Rockland Trust provides to its CEO and certain named executive officers certain fringe benefits, such as retirement programs, medical plans, life and disability insurance, use of company |
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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. |
• | Hay Group — Specialists in the Hay proprietary method for determining base salary ranges and for market based review of annual merit programs and salary range changes. Hay has also assisted the compensation committee with recommendations for equity compensation and other compensation matters. | |
• | Towers Watson — Executive compensation specialists, with extensive commercial banking expertise. Towers Watson has advised the compensation committee on annual cash incentive programs, total compensation, and peer group comparisons. | |
• | Sentinel Benefits — Sentinel has provided actuarial and retirement plan design advisory services to the compensation committee. |
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• | Segal Consulting — Executive compensation specialists, with special expertise in executive retirement plan design. | |
• | Equilar — Equilar provides an online database gathered from proxy statements and annual reports in the financial services industry. | |
• | Wyatt Data Services — The bank is a participant in the Wyatt Financial Institutions Compensation report, and utilizes this survey data for comparison purposes | |
• | Luse Gorman Pomerenk & Schick, P.C. — Luse Gorman is a law firm that specializes in executive compensation and employee benefits. Luse Gorman advised the Company and Rockland Trust during 2008 on revisions to executive officer employment agreements and the amendment and restatement of the Rockland Trust Supplemental Executive Retirement Plan for purposes of compliance with Section 409A of the Internal Revenue Code. |
• | Total compensation should vary with our performance in achieving financial and non-financial objectives; and | |
• | Long-term incentive compensation should be closely aligned with the interests of shareholders. |
• | Aligning the interests of executive officers and shareholders; | |
• | Attracting, retaining, and motivating high-performing employees in the most cost-efficient manner; and | |
• | Creating a high-performance work culture. |
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• | the Company’s return on average equity of 8.96% materially exceeded the return on average equity of 2.48% achieved by peers; | |
• | the Company’s return on average assets of 0.83% was significantly better than the return of average assets of 0.39% achieved by peers; | |
• | the Company’s loan loss reserve to non-performing loan ratio of 188% (95th percentile) and non-performing loan to loan ratio of 0.71% (5th percentile) were superior to peer ratios of, respectively, 71% and 4.26%; and, | |
• | the Company was less reliant (27th percentile) on securities than peers, more reliant (84th percentile) on loans, and has built a strong core deposit base (88th percentile). |
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• | receive, in a lump sum, his base salary for an amount equal to three years times Mr. Oddleifson’s then current Base Salary; | |
• | be entitled to continue to participate in and receive benefits under the Company’s group health and life insurance programs for 18 months or, at his election, to receive a payment in an amount equal to the cost to the Company of Mr. Oddleifson’s participation in such plans and benefits for 18 months with agross-up for taxes; | |
• | would receive immediate vesting of all stock options which would remain exercisable for the three months following termination; and | |
• | have continued use of his Company-owned automobile for 18 months. |
• | receivehis/her then current base salary for twelve months; |
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• | participate in and receive benefits under Rockland Trust’s group health and life insurance programs for twelve months or, to the extent such plans or benefits are discontinued and no comparable plans or benefits are established, to receive a payment equal to the cost to Rockland Trust for the executive officer’s participation in such plans and benefits for such period with a gross up for taxes; and, | |
• | have all stock options previously granted immediately become fully exercisable and remain exercisable for a period of three months followinghis/her termination. |
Termination | Net Termination | |||||||||||||||||||
Without Cause | Termination | Termination | Benefit Due to | |||||||||||||||||
Termination | or Resignation for | Due to | Due to | a Change of | ||||||||||||||||
Name | for Cause | Good Reason | Disability | Death | Control | |||||||||||||||
Christopher Oddleifson, CEO | $ | 0 | $ | 3,174,458 | $ | 1,546,438 | $ | 1,255,120 | $ | 6,392,575 | ||||||||||
Denis K. Sheahan, CFO | 0 | 803,513 | 484,195 | 484,195 | 1,556,233 | |||||||||||||||
Jane L. Lundquist, EVP | 0 | 747,013 | 484,195 | 484,195 | 1,384,103 | |||||||||||||||
Gerry F. Nadeau, EVP | 0 | 788,013 | 484,195 | 484,195 | 1,372,342 | |||||||||||||||
Edward H. Seksay, General | ||||||||||||||||||||
Counsel | 0 | 522,498 | 259,680 | 259,680 | 1,112,377 |
32
Change in Pension | ||||||||||||||||||||||||||||||||||||
Value and | ||||||||||||||||||||||||||||||||||||
Nonqualified | ||||||||||||||||||||||||||||||||||||
Non-Equity | Deferred | |||||||||||||||||||||||||||||||||||
Stock | Option | Incentive Plan | Compensation | All Other | ||||||||||||||||||||||||||||||||
Name and Principal | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | ||||||||||||||||||||||||||||
Position | Year | ($) | ($)(1) | ($)(2)(3) | ($)(2)(3) | ($) | ($)(4) | ($)(5) | ($) | |||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||||||||||||||||||||
Chris Oddleifson, CEO | 2010 | 548,000 | 515,000 | 502,400 | n/a | n/a | 194,271 | 222,924 | 1,982,595 | |||||||||||||||||||||||||||
2009 | 508,000 | 395,000 | 642,840 | n/a | n/a | 342,861 | 36,837 | 1,925,538 | ||||||||||||||||||||||||||||
2008 | 502,462 | n/a | n/a | 225,296 | 172,000 | 166,386 | 20,711 | 1,086,855 | ||||||||||||||||||||||||||||
Denis Sheahan, CFO | 2010 | 306,154 | 175,000 | 188,400 | n/a | n/a | 70,923 | 105,718 | 846,195 | |||||||||||||||||||||||||||
2009 | 282,693 | 150,000 | 253,240 | n/a | n/a | 112,478 | 48,821 | 847,232 | ||||||||||||||||||||||||||||
2008 | 262,231 | n/a | n/a | 95,751 | 60,000 | 100,731 | 21,677 | 540,390 | ||||||||||||||||||||||||||||
Jane Lundquist, EVP | 2010 | 250,000 | 150,000 | 188,400 | n/a | n/a | 50,569 | 110,447 | 749,416 | |||||||||||||||||||||||||||
2009 | 245,192 | 125,000 | 253,240 | n/a | n/a | 116,483 | 38,936 | 778,851 | ||||||||||||||||||||||||||||
2008 | 218,269 | n/a | n/a | 84,486 | 50,000 | 24,839 | 28,192 | 405,786 | ||||||||||||||||||||||||||||
Gerard Nadeau, EVP | 2010 | 291,069 | 175,000 | 188,400 | n/a | n/a | 101,717 | 107,642 | 863,828 | |||||||||||||||||||||||||||
2009 | 259,064 | 150,000 | 253,240 | n/a | n/a | 248,921 | 35,761 | 946,986 | ||||||||||||||||||||||||||||
2008 | 238,947 | n/a | n/a | 84,486 | 60,000 | 145,907 | 22,569 | 551,909 | ||||||||||||||||||||||||||||
Edward Seksay, General Counsel | 2010 | 250,000 | 95,000 | 100,480 | n/a | n/a | 61,193 | 69,338 | 576,011 | |||||||||||||||||||||||||||
2009 | 236,347 | 85,000 | 136,360 | n/a | n/a | 86,162 | 29,499 | 573,368 | ||||||||||||||||||||||||||||
2008 | 228,770 | n/a | n/a | 56,234 | 35,000 | 73,192 | 21,616 | 414,812 |
(1) | The amounts listed for 2010 and 2009 in column (d) and for 2008 in column (g) represent, as applicable, the cash payments which the Board approved for performance in these years either as a discretionary cash bonus or pursuant to the applicable Executive Cash Incentive Plan. | |
(2) | The assumptions used in the valuation for the awards reported in the Stock Awards column (column (e)) and the Option Awards column (column (f)) can be found in the Stock-Based Compensation section of the Notes to Consolidated Financial Statements filed as part of the Company’s 2010 Annual Report onForm 10-K. | |
(3) | The amounts listed in columns (e) and (f) represent the aggregate fair value of the options/awards on the date of grant calculated in accordance with FASB Topic 718. | |
(4) | The amounts in column (h) represent the aggregate change in the actuarial present value of the individual’s accumulated benefits under Rockland Trust’s frozen defined benefit plan and under the Rockland SERP. | |
(5) | The amounts listed for 2010 in column (i) include the income attributable to vesting of Restricted Stock Awards, dividends on Restricted Stock Awards, 401 (k) matching contributions, defined contribution plan contributions, the value of excess life insurance, and the value of a Company-owned car. The only non-perquisite benefits in excess of $10,000 have been identified in the table below: |
Defined | ||||||||||||
Vesting of Restricted | Dividends on Restricted | Contribution Plan | ||||||||||
Stock Awards | Stock Awards | Contributions | ||||||||||
Chris Oddleifson | 168,102 | 26,244 | 12,250 | |||||||||
Denis Sheahan | 64,922 | 10,134 | 12,250 | |||||||||
Jane Lundquist | 64,922 | 10,134 | 12,250 | |||||||||
Gerard Nadeau | 64,922 | 10,134 | 12,250 | |||||||||
Edward Seksay | 35,658 | n/a | 12,250 |
33
Full | ||||||||||||||||||||||||||||||||||||||||||||
All Other | All Other | Grant | ||||||||||||||||||||||||||||||||||||||||||
Stock | Option | Date | ||||||||||||||||||||||||||||||||||||||||||
Awards: | Awards: | Exercise | Fair | |||||||||||||||||||||||||||||||||||||||||
Estimated Future Payouts Under | Number | Number | or Base | Value of | ||||||||||||||||||||||||||||||||||||||||
Estimated Future Payouts Under | Equity | of Shares | of Securities | Price of | Equity- | |||||||||||||||||||||||||||||||||||||||
Non-Equity Incentive Plan Awards | Incentives Plan Awards | of Stock | Underlying | Option | Based | |||||||||||||||||||||||||||||||||||||||
Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units | Options | Awards | Awards | ||||||||||||||||||||||||||||||||||
Name | Date | ($) | ($) | ($) | ($) | ($) | ($) | (#) | (#) | ($/SH)(1) | ($) | |||||||||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | |||||||||||||||||||||||||||||||||
Chris Oddleifson, CEO | 2/25/2010 | N/A | N/A | N/A | N/A | N/A | N/A | 20,000 | N/A | N/A | $ | 502,400 | ||||||||||||||||||||||||||||||||
Denis Sheahan, CFO | 2/25/2010 | N/A | N/A | N/A | N/A | N/A | N/A | 7,500 | N/A | N/A | $ | 188,400 | ||||||||||||||||||||||||||||||||
Jane Lundquist, EVP | 2/25/2010 | N/A | N/A | N/A | N/A | N/A | N/A | 7,500 | N/A | N/A | $ | 188,400 | ||||||||||||||||||||||||||||||||
Gerard Nadeau, EVP | 2/25/2010 | N/A | N/A | N/A | N/A | N/A | N/A | 7,500 | N/A | N/A | $ | 188,400 | ||||||||||||||||||||||||||||||||
Edward Seksay, General Counsel | 2/25/2010 | N/A | N/A | N/A | N/A | N/A | N/A | 4,000 | N/A | N/A | $ | 100,480 |
34
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Equity Incentive | ||||||||||||||||||||||||||||||||||||
Plan Awards: | Equity Incentive | |||||||||||||||||||||||||||||||||||
Equity Incentive | Number of | Plan Awards: | ||||||||||||||||||||||||||||||||||
Plan Awards: | Market | Unearned | Market or | |||||||||||||||||||||||||||||||||
Number of | Number of | Number | Number | Value | Shares, | Payout Value | ||||||||||||||||||||||||||||||
Securities | Securities | of Securties | of Shares | of Shares | Units or | of Unearned | ||||||||||||||||||||||||||||||
Underlying | Underlying | Underlying | or Units | or Units | Other | Shares, Units | ||||||||||||||||||||||||||||||
Unexercised | Unexercised | Unexercised | Option | of Stock | of Stock | Rights That | or Other Rights | |||||||||||||||||||||||||||||
Options | Options | Unearned | Exercise | Option | That Have | That Have | Have Not | That Have | ||||||||||||||||||||||||||||
Exercisable | Unexercisable | Options | Price | Expiration | Not Vested | Not Vested | Vested | Not Vested | ||||||||||||||||||||||||||||
Name | (#) | (#) | (#) | ($) | Date | (#) | ($) | (#) | ($) | |||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||||||||||||||||||||
Christopher Oddleifson, CEO | 32,000 | — | — | $ | 28.90 | 12/14/2012 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
50,000 | — | — | $ | 24.41 | 1/9/2013 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
16,650 | — | — | $ | 30.14 | 12/11/2013 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
31,000 | — | — | $ | 34.18 | 12/9/2014 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
15,000 | 10,000 | (1) | — | $ | 33.00 | 2/15/2017 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
16,000 | 24,000 | (2) | — | $ | 28.27 | 2/14/2018 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
n/a | n/a | n/a | n/a | n/a | 26,400 | (3) | $ | 714,120 | n/a | n/a | ||||||||||||||||||||||||||
n/a | n/a | n/a | n/a | n/a | 20,000 | (4) | $ | 541,000 | n/a | n/a | ||||||||||||||||||||||||||
Denis K. Sheahan, CFO | 10,100 | — | — | $ | 20.13 | 12/19/2011 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
18,000 | — | — | $ | 28.90 | 12/14/2012 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
9,850 | — | — | $ | 23.47 | 12/19/2012 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
8,300 | — | — | $ | 30.14 | 12/11/2013 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
12,000 | — | — | $ | 34.18 | 12/9/2014 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
6,000 | 4,000 | (1) | — | $ | 33.00 | 2/15/2017 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
6,800 | 10,200 | (2) | — | $ | 28.27 | 2/14/2018 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
n/a | n/a | n/a | n/a | n/a | 10,400 | (3) | $ | 281,320 | n/a | n/a | ||||||||||||||||||||||||||
n/a | n/a | n/a | n/a | n/a | 7,500 | (4) | $ | 202,875 | n/a | n/a | ||||||||||||||||||||||||||
Jane Lundquist, EVP | 10,000 | — | — | $ | 28.90 | 12/14/2012 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
6,666 | — | — | $ | 28.06 | 7/19/2014 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
10,000 | — | — | $ | 32.77 | 10/20/2014 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
12,000 | — | — | $ | 34.18 | 12/9/2014 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
4,800 | 3,200 | (1) | — | $ | 33.00 | 2/15/2017 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
6,000 | 9,000 | (2) | — | $ | 28.27 | 2/14/2018 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
n/a | n/a | n/a | n/a | n/a | 10,400 | (3) | $ | 281,320 | n/a | n/a |
35
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Equity Incentive | ||||||||||||||||||||||||||||||||||||
Plan Awards: | Equity Incentive | |||||||||||||||||||||||||||||||||||
Equity Incentive | Number of | Plan Awards: | ||||||||||||||||||||||||||||||||||
Plan Awards: | Market | Unearned | Market or | |||||||||||||||||||||||||||||||||
Number of | Number of | Number | Number | Value | Shares, | Payout Value | ||||||||||||||||||||||||||||||
Securities | Securities | of Securties | of Shares | of Shares | Units or | of Unearned | ||||||||||||||||||||||||||||||
Underlying | Underlying | Underlying | or Units | or Units | Other | Shares, Units | ||||||||||||||||||||||||||||||
Unexercised | Unexercised | Unexercised | Option | of Stock | of Stock | Rights That | or Other Rights | |||||||||||||||||||||||||||||
Options | Options | Unearned | Exercise | Option | That Have | That Have | Have Not | That Have | ||||||||||||||||||||||||||||
Exercisable | Unexercisable | Options | Price | Expiration | Not Vested | Not Vested | Vested | Not Vested | ||||||||||||||||||||||||||||
Name | (#) | (#) | (#) | ($) | Date | (#) | ($) | (#) | ($) | |||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||||||||||||||||||||
n/a | n/a | n/a | n/a | n/a | 7,500 | (4) | $ | 202,875 | n/a | n/a | ||||||||||||||||||||||||||
Gerard Nadeau, EVP | 4,900 | — | — | $ | 20.13 | 12/19/2011 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
7,500 | — | $ | 28.90 | 12/14/2012 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||||
4,375 | — | — | $ | 23.47 | 12/19/2012 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
3,850 | — | — | $ | 30.14 | 12/11/2013 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
6,500 | — | — | $ | 34.18 | 12/9/2014 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
3,000 | 2,000 | (1) | — | $ | 33.00 | 2/15/2017 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
6,000 | 4,000 | (5) | — | $ | 29.39 | 7/19/2017 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
6,000 | 9,000 | (2) | — | $ | 28.27 | 2/14/2018 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
n/a | n/a | n/a | n/a | n/a | 10,400 | (3) | $ | 281,320 | n/a | n/a | ||||||||||||||||||||||||||
n/a | n/a | n/a | n/a | n/a | 7,500 | (4) | $ | 202,875 | n/a | n/a | ||||||||||||||||||||||||||
Edward H. Seksay, General Counsel | 7,500 | — | $ | 28.90 | 12/14/2012 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
8,725 | — | — | $ | 23.47 | 12/19/2012 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
7,275 | — | — | $ | 30.14 | 12/11/2013 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
7,500 | — | — | $ | 34.18 | 12/9/2014 | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
3,000 | 2,000 | (1) | — | $ | 33.00 | 2/15/2017 | n/a | n/a | n/a | �� | n/a | |||||||||||||||||||||||||
4,000 | 6,000 | (2) | — | $ | 28.27 | 2/14/2018 | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||
n/a | n/a | n/a | n/a | n/a | 5,600 | (3) | $ | 151,480 | n/a | n/a | ||||||||||||||||||||||||||
n/a | n/a | n/a | n/a | n/a | 4,000 | (4) | $ | 108,200 | 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 February 14, 2009, 2010, 2011, 2012, and 2013. | |
(3) | These stock awards vest evenly over a five-year period, with one-fifth of the grant vesting on each of May 21, 2010, 2011, 2012, 2013, and 2014. | |
(4) | These stock awards vest evenly over a three-year period, with one-third of the grant vesting on each of February 25, 2011, 2012 and 2013. | |
(5) | 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. |
36
Option Awards | ||||||||||||||||
Number of Shares | Stock Awards | |||||||||||||||
Acquired on | Value Realized | Number of Shares | Value Realized | |||||||||||||
Exercise | Upon Exercise | Acquired on Vesting | on Vesting | |||||||||||||
Name | (#) | ($) | (#) | ($) | ||||||||||||
(a) | (b) | (c) | (b) | (e) | ||||||||||||
Christopher Oddleifson, CEO | — | $ | — | 6,600 | $ | 162,162 | ||||||||||
Denis K. Sheahan, CFO | 7,000 | $ | 111,431 | 2,600 | $ | 63,882 | ||||||||||
Jane L. Lundquist, EVP | — | $ | — | 2,600 | $ | 63,882 | ||||||||||
Gerard F. Nadeau, EVP | 4,675 | $ | 56,421 | 2,600 | $ | 63,882 | ||||||||||
Edward H. Seksay, General Counsel | — | $ | — | 1,400 | $ | 34,398 |
Number of Years | Present Value of | Payments During | ||||||||||||
Plan | Credited Service | Accumulated Benefit | Last Fiscal Year | |||||||||||
Name | Name | (#) | ($) | ($) | ||||||||||
(a) | (b) | (c) | (d) | (e) | ||||||||||
Christopher Oddleifson CEO | Defined Benefit Plan | 2.417 | 53,000 | — | ||||||||||
Rockland SERP | 6.917 | 1,025,335 | — | |||||||||||
Denis K. Sheahan CFO | Defined Benefit Plan | 8.917 | 130,000 | — | ||||||||||
Rockland SERP | 14.417 | 471,830 | — | |||||||||||
Gerard F. Nadeau EVP | Defined Benefit Plan | 22.500 | 363,000 | — | ||||||||||
Rockland SERP | 26.500 | 656,192 | — | |||||||||||
Jane L. Lundquist EVP | Defined Benefit Plan | 0.917 | 27,000 | — | ||||||||||
Rockland SERP | 5.750 | 224,873 | — | |||||||||||
Edward H. Seksay General Counsel | Defined Benefit Plan | 4.917 | 105,000 | — | ||||||||||
Rockland SERP | 9.417 | 322,863 | — |
37
Amount and | ||||||||
Nature of | ||||||||
Beneficial | Percent | |||||||
Name of Beneficial Owner | Ownership | of Class(1) | ||||||
BlackRock, Inc. Park Avenue Plaza 55 East 52nd Street New York, NY 10055 | 1,739,150 | (2) | 8.20 | % | ||||
Donna L. Abelli | 9,945 | ** | ||||||
Richard S. Anderson | 44,016 | ** | ||||||
William P. Bissonnette | 18,782 | (3) | ** | |||||
Benjamin A. Gilmore, II | 19,684 | (4) | ** | |||||
Kevin J. Jones | 106,083 | (5) | ** | |||||
Jane L. Lundquist | 78,577 | ** | ||||||
Eileen C. Miskell | 24,851 | (6) | ** | |||||
Gerard Nadeau | 73,458 | (7) | ** | |||||
Daniel F. O’Brien | 22,458 | ** | ||||||
Christopher Oddleifson | 242,700 | 1.13 | % | |||||
Carl Ribeiro | 19,731 | (8) | ** | |||||
Edward H. Seksay | 51,620 | ** | ||||||
Richard H. Sgarzi | 120,962 | ** | ||||||
Denis K. Sheahan | 120,813 | (9) | ** | |||||
John H. Spurr, Jr. | 342,396 | (10) | 1.61 | % | ||||
Robert D. Sullivan | 30,636 | (11) | ** | |||||
Brian S. Tedeschi | 46,217 | ** | ||||||
Thomas J. Teuten | 325,042 | (12) | 1.53 | % | ||||
Thomas R. Venables | 78,142 | (13) | ** | |||||
Directors and executive officers as a group (21 Individuals) | 1,605,498 | (14) | 7.36 | % |
** | 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 the Exchange Act as of January 31, 2011. Shares are deemed to be beneficially owned by a person if he or she directly or indirectly has, or shares, (i) voting power, which includes the power to vote or to direct the voting of the shares, or (ii) investment power, which includes the power to dispose or to direct the disposition of the shares. Unless otherwise indicated, all shares are beneficially owned by the respective individuals. Shares of common stock, which are subject to stock options exercisable within 60 days of January 31, 2011, 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, 2010, based upon public filings with the SEC. | |
(3) | Includes 3,618 shares owned jointly by Mr. Bissonnette and his spouse in broker name. | |
(4) | Includes 943 shares owned by Mr. Gilmore and his spouse, jointly, and 698 shares owned by his wife, individually. Mr. Gilmore shares voting and investment power with respect to such shares. |
38
(5) | Includes 8,399 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 | |
(6) | Includes 7,605 shares owned jointly by Ms. Miskell and her spouse in broker name, and 3,232 shares owned by The Wood Lumber Company in broker name, of which Ms. Miskell is Treasurer. Ms. Miskell shares voting and investment power with respect to such shares | |
(7) | Includes 800 shares owned jointly by Mr. Nadeau and his spouse in broker name and 354 shares owned by children on which Mr. Nadeau has custodial powers. | |
(8) | Includes 3,706 shares held in broker name for benefit of Mr. Ribeiro’s spouse. | |
(9) | Includes 15,155 shares owned jointly by Mr. Sheahan and his spouse in broker name, includes 1,310 shares held in Mr. Sheahan’s name as custodian for his children. | |
(10) | 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 1,904 shares held in the name of John H. Spurr, Jr. Trust, on which Mr. Spurr is a Trustee and Life Beneficiary. Includes 663 shares owned by Mr. Spurr’s wife, individually, and 300,613 shares owned of record by A. W. Perry Security Corporation, of which Mr. Spurr is President. | |
(11) | Includes 4,333 shares owned jointly by Mr. Sullivan and his spouse in broker name and includes 18,339 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. | |
(12) | Includes 13,870 shares held in broker name for benefit of spouse and 300,613 shares owned of record by A.W. Perry Security Corporation of which Mr. Teuten is Chairman of the Board. Mr. Teuten shares investment and voting power with respect to such shares. | |
(13) | Includes 38,265 shares owned jointly by Mr. Venables and his spouse in broker name. | |
(14) | This total has been adjusted to eliminate any double counting of shares beneficially owned by more than one member of the group and includes a total of 547,002 shares which the group has a right to acquire within 60 days of January 31, 2011 through the exercise of stock options granted pursuant to the Company’s Stock Plans. |
39
AMENDED AND RESTATED 2005 EMPLOYEE STOCK PLAN
As Approved by the Board of Directors on February 10, 2005
and March 17, 2011
1. | Purpose. |
2. | Type of Options and Administration. |
(b) | Administration. |
A-1
3. | Eligibility. |
4. | Stock Subject to Plan. |
5. | Forms of Option Agreements. |
6. | Purchase Price. |
A-2
7. | Option Period. |
8. | Exercise of Options. |
9. | Nontransferability of Options. |
A-3
10. | Effect of Termination of Employment or Other Relationship. |
11. | Incentive Stock Options. |
A-4
12. | Restricted Stock Awards. |
A-5
13. | Repurchase Rights and Restricted Shares. |
A-6
14. | Additional Provisions. |
15. | General Restrictions. |
16. | Rights as a Shareholder. |
A-7
17. | Adjustment Provisions for Recapitalizations and Related Transactions. |
18. | Merger, Consolidation, Asset Sale, Liquidation, etc. |
A-8
19. | No Special Employment Rights. |
20. | Other Employee Benefits. |
21. | Amendment of the Plan. |
22. | Withholding. |
A-9
23. | Cancellation and New Grant of Options, Etc. |
24. | Effective Date and Duration of the Plan. |
A-10
Parent of Rockland Trust | ||||||||||
You can vote by Internet or telephone! Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. | ||||||||||
Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on May 19, 2011. | ||||||||||
Vote by Internet • Log on to the Internet and go to www.envisionreports.com/INDB • Follow the steps outlined on the secured website. | ||||||||||
Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada any time on a touch tone telephone. There is NO CHARGE to you for the call. | ||||||||||
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. | x | • Follow the instructions provided by the recorded message. |
Annual Meeting Proxy Card |
A Proposals — The Board of Directors recommends a vote FOR all the nominees for Class III Directors listed, FOR Proposals 2 - 4, and for 3 YRS for Proposal 5. |
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1. | Reelect the following Class III Directors: | For | Withhold | For | Withhold | For | Withhold | ||||||||||||||||||||||||
01 - William P. Bissonnette | o | o | 02 - Daniel F. O’Brien | o | o | 03 - Christopher Oddleifson | o | o | |||||||||||||||||||||||
04 - Robert D. Sullivan | o | o | 05 - Brian S. Tedeschi | o | o | ||||||||||||||||||||||||||
For | Against | Abstain | For | Against | Abstain | ||||||||||||||||||||||||||
2. | Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2011. | o | o | o | 3. | Add 850,000 shares of our common stock to the shares which may be issued pursuant to our 2005 Employee Stock Plan. | o | o | o | ||||||||||||||||||||||
1 Yr | 2 Yrs | 3 Yrs | Abstain | ||||||||||||||||||||||||||||
4. | Approve, on an advisory basis, of the compensation of our named executive officers. | o | o | o | 5. | Approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers. | o | o | o | o | |||||||||||||||||||||
6. | Transact any other business which may properly come before the annual meeting. |
B Non-Voting Items | ||||||
Change of Address — Please print new address below. | Meeting Attendance | |||||
Mark box to the right if you plan to attend the Annual Meeting. | o | |||||
C | Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below |
Date (mm/dd/yyyy) — Please print date below. | Signature 1 — Please keep signature within the box. | Signature 2 — Please keep signature within the box. | |||
/ / |
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Proxy — INDEPENDENT BANK CORP. |