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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15 (d) of
The Securities and Exchange Act of 1934
DATE OF REPORT:
February 15, 2007
(Date of Earliest Event Reported)
MASSACHUSETTS
(State or Other Jurisdiction of Incorporation)
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1-9047
(Commission File Number)
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04-2870273
(I.R.S. Employer Identification No.) |
INDEPENDENT BANK CORP.
288 UNION ST., ROCKLAND, MA
(Address of Principal Executive Offices)
02370
(Zip Code)
NOT APPLICABLE
(Former Address of Principal Executive Offices)
(Zip Code)
781-878-6100
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Executive Compensation: Stock Option Award Grants
On February 15, 2007 Independent Bank Corp. (the “Company”) awarded options to acquire shares
of the Company’s Common Stock pursuant to the Independent Bank Corp. 2005 Employee Stock
Plan (the “2005 Plan”) at a strike price of $32.995 to employees of the Company and/or the
Company’s wholly-owned banking subsidiary Rockland Trust Company (“Rockland Trust”). In connection
with that award the Company also awarded options to Executive Officers of the Company and/or of
Rockland Trust from the 2005 Plan at a strike price of $32.995, as follows:
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| Executive Officer |
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Position |
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# Shares Subject To Option |
Christopher Oddleifson
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President and Chief
Executive Officer of
the Company and of
Rockland Trust
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25,000 |
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Raymond G. Fuerschbach
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Senior Vice President,
Human Resources, of
Rockland Trust
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5,000 |
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Edward F. Jankowski
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Chief Technology and
Operations Officer of
Rockland Trust
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5,000 |
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Ferdinand T. Kelley
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Executive Vice
President (Commercial
Lending Division and
Investment Management
Group) of Rockland
Trust
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10,000 |
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Jane L. Lundquist
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Executive Vice
President (Director of
Retail Banking and
Corporate Marketing)
of
Rockland Trust
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8,000 |
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Edward H. Seksay
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General Counsel of the
Company and of
Rockland Trust
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5,000 |
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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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10,000 |
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The 2005 Plan is incorporated by reference to the Company’s Definitive Proxy Statement for the 2005
Annual Meeting of Stockholders which was filed with the Securities Exchange Commission on March 11,
2005.
The stock options granted to Executive Officers were awarded with the same vesting schedule
and term used for the stock option awards simultaneously made to all other Rockland Trust officers,
namely a schedule that calls for vesting in equal annual increments over the five year period from
the date of grant (i.e., one-fifth vesting on each of February 15, 2008, February 15, 2009,
February 15, 2010, February 15, 2011, and February 15, 2012) and a ten year term from the date of
grant (i.e., expiring on February
15, 2017). The form of Option Agreements that will be used for the Executive Officers are
incorporated by reference to the exhibits from the Form 8-K filed by the Company on December 20,
2005.
Board Approves 2007 Cash Incentive Plan For Executive Officers:
On February 15, 2007 the Independent Bank Corp. Board of Directors approved the Independent
Bank Corp. And Rockland Trust Company 2007 Executive Officer Performance Incentive Plan (the
“2007 Executive Incentive Plan”). The 2007 Executive Incentive Plan was created to provide
salaried Executive Officers of the Company and Rockland Trust who are not entitled to sales
commissions with a cash incentive program designed to motivate them to perform to their full
potential and thereby assist the Company and Rockland Trust in achieving financial success.
The 2007 Executive Incentive Plan defines “Award” as a cash incentive payment made to
Executive Officers pursuant to the 2007 Executive Incentive Plan. Awards under the 2007 Executive
Incentive Plan will be determined as follows:
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the CEO’s Award will be determined by the product of the CEO’s Target Award multiplied
by the Bank Performance Adjustment Factor; |
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Awards for all Executive Officers other than the CEO will be determined from the
product of the Participant’s Target Award multiplied by the Bank Performance Adjustment
Factor and multiplied by the Participant’s Individual Performance Adjustment Factor. |
The Award payable to any Participant, therefore, may be less than or more than the Participant’s
Target Award, depending upon: the level of the Company’s performance against the performance
criteria used to determine the Bank Performance Adjustment Factor; and, in the case of Executive
Officers other than the CEO, whether the individual Executive Officer’s Performance Goals and
Objectives for 2007 used to determine the Individual Performance Adjustment Factor have been
achieved.
The 2007 Executive Incentive Plan defines “Target Award” as an Executive Officer’s base salary on
November 1st 2007, multiplied by the target percentage established
for that Executive Officer. The 2007 Executive Incentive Plan establishes the target
percentages used to determine an Executive Officer’s Target Award as follows:
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Target Percentage Of Base |
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Salary Used To |
| Executive Officer |
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Determine Target Award |
Christopher Oddleifson
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Forty-Five Percent (45%) |
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Raymond G. Fuerschbach
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Twenty Percent (20%) |
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Edward F. Jankowski
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Twenty Percent (20%) |
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Ferdinand T. Kelley
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Thirty Percent (30%) |
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Jane L. Lundquist
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Thirty Percent (30%) |
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Edward H. Seksay
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Twenty Percent (20%) |
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Denis K. Sheahan
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Thirty Percent (30%) |
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The 2007 Executive Incentive Plan defines the Bank Performance Adjustment Factor as a factor
determined by the level of the Company’s performance against: specified threshold performance
criteria for Operating Earnings Per Share measured before incentive payments to Executive Officers
and all other Rockland Trust officers (“Operating EPS Before Incentive”) Return On Average Equity
and Return On Average Assets; and, target and maximum performance criteria based upon Operating EPS
Before Incentive. The range of the Bank Performance Adjustment Factor for the CEO, and for all
Executive Officers other than the CEO, will primarily be determined from a range of possible
percentages, on a linear basis, based upon the level of the Company’s attainment against specified
threshold, target, and maximum Operating EPS Before Incentive
performance criteria, as follows:
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Threshold |
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Target |
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Maximum |
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Operating Earnings |
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Operating Earnings |
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Operating Earnings |
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Per Share |
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Per Share |
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Per Share |
Range of Bank
Performance
Adjustment Factor
for CEO
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Twenty-Five Percent (25%)
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One Hundred Percent (100%)
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Two Hundred Percent (200%) |
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Range of Bank
Performance
Adjustment Factor
for all Executive
Officers other than
the CEO
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Fifty Percent (50%)
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One Hundred Percent (100%)
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One Hundred Twenty Five Percent (125%) |
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If, however, specified threshold levels for either Return On Average Equity or Return On Average
Assets are not met, the Bank Performance Adjustment Factor percentage determined by the level of
the Company’s performance against specified threshold, target, and maximum Operating EPS Before
Incentive performance criteria will be reduced to Seventy-Five Percent (75%) of what the Bank
Performance Adjustment Factor
percentage would have been using only the Operating EPS Before Incentive performance criteria.
The 2007 Executive Incentive Plan defines the “Individual Performance Adjustment Factor” as a
factor (or factors) that will, when multiplied by an Executive Officer’s Target Award and the Bank
Performance Adjustment Factor, determine an Award. The Individual Performance Adjustment Factor is
not applicable to the CEO. For all Executive Officers other than the CEO, the Individual
Performance Adjustment 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 Officer’s
achievement of individual performance goals and objectives during 2007.
The 2007 Executive Incentive Plan will be administered by the Board of the Company based upon the
recommendations of the Compensation Committee of the Board. All determinations regarding the
achievement of any performance goals, the achievement of individual performance goals and
objectives, and the amount of any individual Award will be made by the Board, in its sole and
absolute discretion, based upon the recommendations of the Compensation Committee. The Board’s
determinations under the 2007 Executive Incentive Plan 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 2007 Executive Incentive Plan to the contrary, the Board reserves 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 2007 Executive 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 CEO’s 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.
ITEM 8.01 OTHER EVENTS
Chief Executive Officer Trading Plan
On or about February 16, 2007 Charles Schwab & Son, Inc. (the “Broker”) entered into a Trading Plan
adopted in accordance with the provisions of Rule 10b5-1 of the Securities Exchange Act of 1934, as
amended, with Christopher Oddleifson, President and Chief Executive Officer of the Company.
Pursuant to the Trading Plan, the Broker is instructed to purchase 250 shares of the Company’s
common stock for Mr. Oddleifson, at market rates, on the first trading day of each calendar month
beginning in March 2007 and ending in February 2008.
Also, see Item 1.01 above regarding Executive Compensation: Stock Option Award Grants and Board
Approval of 2007 Cash Incentive Plan For Chief Executive Officer and Executive Officers.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned and hereunto duly authorized.
INDEPENDENT BANK CORP.
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DATE:
February 21, 2007
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BY:
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/s/ Edward H. Seksay
EDWARD H. SEKSAY
GENERAL COUNSEL
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