Independent Bank Corp Sample Contracts

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ARTICLE II POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE
Guarantee Agreement • February 28th, 2007 • Independent Bank Corp • State commercial banks • New York
1,000,000 [ ]% Cumulative Trust Preferred Securities
Underwriting Agreement • March 27th, 2002 • Independent Bank Corp • State commercial banks • Maryland
EXHIBIT 4.5 PREFERRED SECURITIES GUARANTEE AGREEMENT
Preferred Securities Guarantee Agreement • April 18th, 2002 • Independent Bank Corp • State commercial banks • New York
WITNESSETH
Employment Agreement • February 25th, 2004 • Independent Bank Corp • State commercial banks • Massachusetts
AND
Indenture • April 18th, 2002 • Independent Bank Corp • State commercial banks • New York
Exhibit 1.1 PURCHASE AND ASSUMPTION AGREEMENT
Purchase and Assumption Agreement • August 18th, 2000 • Independent Bank Corp • State commercial banks • Massachusetts
INDEPENDENT BANK CORP. and as Trustee INDENTURE Dated as of [_______________ __, _____] SENIOR DEBT SECURITIES
Indenture • August 12th, 2021 • Independent Bank Corp • State commercial banks • New York

INDENTURE, dated as of [___________________ __, ____], between INDEPENDENT BANK CORP., a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts (the “Company”), having its principal office address at 2036 Washington Street, Hanover, Massachusetts 02339, and [____________________________], [a national banking association], as Trustee (the “Trustee”).

Exhibit 10.18 ALLOCATION AGREEMENT NEW MARKETS TAX CREDIT PROGRAM COMMUNITY DEVELOPMENT FINANCIAL INSTITUTIONS FUND
Allocation Agreement • February 28th, 2007 • Independent Bank Corp • State commercial banks
EXHIBIT 10.12 ON-SITE OUTSOURCING AGREEMENT
Outsourcing Agreement • March 4th, 2005 • Independent Bank Corp • State commercial banks • Massachusetts
AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 20, 2018
Agreement and Plan of Merger • September 24th, 2018 • Independent Bank Corp • State commercial banks • Massachusetts

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of September 20, 2018, by and among Independent Bank Corp. (“Buyer”), Rockland Trust Company, a wholly owned subsidiary of Buyer (“Buyer Bank”), Blue Hills Bancorp, Inc. (“Company”), and Blue Hills Bank a wholly owned subsidiary of Company (“Company Bank”). Capitalized terms used in this Agreement have the meaning set forth in Article VIII.

EMPLOYMENT AGREEMENT Parties and Effective Date
Employment Agreement • February 28th, 2024 • Independent Bank Corp • State commercial banks • Massachusetts

This employment agreement (the “Agreement”) is dated and effective as of May 1, 2017 (the “Effective Date”) by and between Rockland Trust Company, a Massachusetts trust company (the "Company") which is the wholly-owned subsidiary of Independent Bank Corp. (the “Holding Company”), and Maria Harris (the “Executive”). Capitalized terms used in this Agreement have the meaning set forth in the Section below entitled “Definitions.”

50,000,000 Aggregate Principal Amount of Fixed-to-Floating Rate Subordinated Notes Due March 15, 2029 ISSUING AND PAYING AGENCY AGREEMENT
Issuing and Paying Agency Agreement • March 18th, 2019 • Independent Bank Corp • State commercial banks • New York

ISSUING AND PAYING AGENCY AGREEMENT, dated as of March 14, 2019 (the “Agreement”), between Independent Bank Corp. (the “Company”), a corporation organized under the laws of the Commonwealth of Massachusetts, as issuer (the “Issuer”), and U.S. Bank National Association, a national banking association, as issuing and paying agent (the “Issuing and Paying Agent”).

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT Parties and Effective Date
Employment Agreement • November 21st, 2008 • Independent Bank Corp • State commercial banks • Massachusetts

This employment Agreement (the “Agreement”) is dated and effective as of October 4, 2000 (the “Effective Date”) by and between Rockland Trust Company, a Massachusetts trust company (the “Company”) and Edward F. Jankowski of Plymouth, Massachusetts (the “Executive”) and is amended and restated as of November 20, 2008 to comply with the requirements of Section 409A of the Code. Capitalized terms used in this Agreement have the meaning set forth in the section below entitled “Definitions.”

AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 22, 2021 BY AND AMONG INDEPENDENT BANK CORP., ROCKLAND TRUST COMPANY, BRADFORD MERGER SUB INC. MERIDIAN BANCORP, INC., AND EAST BOSTON SAVINGS BANK
Agreement and Plan of Merger • April 26th, 2021 • Independent Bank Corp • State commercial banks • Massachusetts

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of April 22, 2021, by and among Independent Bank Corp. (“Buyer”), Bradford Merger Sub Inc., a wholly owned subsidiary of Buyer (“Merger Sub”), Rockland Trust Company, a wholly owned subsidiary of Buyer (“Buyer Bank”), Meridian Bancorp, Inc. (“Company”), and East Boston Savings Bank, a wholly owned subsidiary of Company (“Company Bank”). Capitalized terms used in this Agreement have the meaning set forth in Article VIII.

CREDIT AGREEMENT
Credit Agreement • March 28th, 2019 • Independent Bank Corp • State commercial banks • New York

THIS CREDIT AGREEMENT is entered into and effective as of March 28, 2019, by and between INDEPENDENT BANK CORP., a Massachusetts corporation and a registered bank holding company (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Lender”).

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 21st, 2008 • Independent Bank Corp • State commercial banks • Massachusetts

AGREEMENT originally dated and effective as of January 9, 2003 by and between Rockland Trust Company, a Massachusetts trust company (the “Company”), Independent Bank Corp., a Massachusetts corporation (“IBC”), and Christopher Oddleifson, of 69 Summer Street, Cohasset, Massachusetts (the “Executive”), and subsequently amended and restated on April 14, 2005 is hereby further amended and restated this 20th day of November, 2008 for the sole purpose of complying with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code).

EMPLOYMENT AGREEMENT
Employment Agreement • December 14th, 2007 • Independent Bank Corp • State commercial banks • Massachusetts

Agreement, dated and effective as of 12/13/07 by and between Rockland Trust Company, a Massachusetts trust company (the “Company”) and Gerard Nadeau of East Bridgewater, Massachusetts (the “Executive), (the “Employment Agreement”).

VOTING AGREEMENT
Voting Agreement • November 6th, 2018 • Independent Bank Corp • State commercial banks • Massachusetts

THIS VOTING AGREEMENT (this “Agreement”) is dated as of September 20, 2018, by and between the undersigned holder (“Stockholder”) of common stock, $0.01 par value per share (“Company Common Stock”), of Blue Hills Bancorp, Inc., a Maryland corporation (“Company”), and Independent Bank Corp., a Massachusetts corporation (“Buyer”). All capitalized terms used but not defined shall have the meanings assigned to them in the Merger Agreement (as defined below).

AGREEMENT AND PLAN OF MERGER
Voting Agreement • May 20th, 2013 • Independent Bank Corp • State commercial banks • Massachusetts

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of May 14, 2013, by and among Independent Bank Corp., a Massachusetts corporation (“Buyer”), Rockland Trust Company, a Massachusetts-chartered trust company and wholly owned subsidiary of Buyer (“Buyer Bank”), Mayflower Bancorp, Inc., a Massachusetts corporation (“Company”), and Mayflower Co-operative Bank, a Massachusetts-chartered co-operative bank and wholly owned subsidiary of Company (“Company Bank”).

RECITALS:
Capital Securities Purchase Agreement • February 28th, 2007 • Independent Bank Corp • State commercial banks • New York
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INDEPENDENT BANK CORP. STOCK OPTION Dated xxxxxxxx
Option Agreement • December 15th, 2004 • Independent Bank Corp • State commercial banks • Massachusetts

OPTION AGREEMENT made as of this xxth day of xxxxxx, 200x between Independent Bank Corp., a Massachusetts corporation (hereinafter called the “Corporation”), and xxxxxxxxx, an employee of the Corporation or one or more of its subsidiaries (hereinafter called the “Employee”).

INDEPENDENT BANK CORP. STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTOR Notification and Acceptance of Stock Option
Stock Option Agreement • May 24th, 2010 • Independent Bank Corp • State commercial banks • Massachusetts

This Option is subject to the terms and conditions of the Stock Option Agreement set forth below (the “Agreement”). By signing, you both accept this Option and acknowledge that you have read, understand, and accept the terms and conditions of the Agreement set forth below.

INDEPENDENT BANK CORP. RESTRICTED STOCK AGREEMENT FOR NON-EMPLOYEE DIRECTOR Notification and Acceptance of Restricted Stock Award
Restricted Stock Agreement • May 24th, 2010 • Independent Bank Corp • State commercial banks • Massachusetts

This Restricted Stock Award is subject to the terms and conditions of the Restricted Stock Agreement set forth below (the “Agreement”). By signing, you both accept this Restricted Stock Award and acknowledge that you have read, understand, and accept the terms and conditions of the Agreement set forth below.

AGREEMENT AND PLAN OF MERGER dated as of January 8, 2004 between INDEPENDENT BANK CORP. INDB SUB, INC. and FALMOUTH BANCORP, INC.
Agreement and Plan of Merger • January 9th, 2004 • Independent Bank Corp • State commercial banks • Massachusetts

AGREEMENT AND PLAN OF MERGER, dated as of January 8, 2004 (this “Agreement”), by and among Independent Bank Corp. (“Parent”), INDB Sub, Inc. (“Merger Sub”) and Falmouth Bancorp, Inc. (the “Company”).

ARTICLE I DEFINITIONS
Branch Purchase • August 11th, 2004 • Independent Bank Corp • State commercial banks • Massachusetts
ITEM PROCESSING AND OTHER SERVICES AGREEMENT Parties and Effective Date
Service Bureau Processing Agreement • August 5th, 2010 • Independent Bank Corp • State commercial banks • Washington

This Item Processing, and Other Services Agreement (together with the General Terms and Conditions attached hereto, the “Agreement”) is dated and effective as of July 1, 2010 (hereinafter the “Effective Date”), by and between FIDELITY INFORMATION SERVICES, INC., an Arkansas corporation, with offices located at 601 Riverside Ave, Jacksonville, FL 32204 (hereinafter “FIS”) and INDEPENDENT BANK CORP., with offices located at 288 Union Street, Rockland, Massachusetts 02370 (hereinafter “Client”), and applies to the Services provided herein and is primarily for the purposes of processing the items of, and the other services described below to, the Client’s wholly-owned bank subsidiary Rockland Trust Company (“Rockland Trust”). In the event of a conflict or inconsistency between this portion of the Agreement and the General Terms, the provisions of this portion of the Agreement shall control.

CERTAIN PORTIONS HAVE BEEN OMITTED FROM THE PUBLIC FILING BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE COMMISSION. THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE COMMISSION AS PART OF A REQUEST FOR CONFIDENTIAL TREATMENT. (SEC...
Services Agreement • October 28th, 2011 • Independent Bank Corp • State commercial banks • Pennsylvania

This Amendment and Restated Services Agreement (this “Agreement”), dated as of October 24, 2011 (the “Effective Date”), is made by and between Rockland Trust Company, having its principal place of business at 8 Richards Road, Plymouth, Massachusetts 02360 (“Customer”), and SEI Private Trust Company, having its principal place of business at One Freedom Valley Drive, Oaks, Pennsylvania 19456 (“SEI Trust”).

RENEWAL RIGHTS AGREEMENT DATED AS OF SEPTEMBER 14, 2000
Renewal Rights Agreement • October 23rd, 2000 • Independent Bank Corp • State commercial banks • Massachusetts
INDEPENDENT BANK CORP. RESTRICTED STOCK AGREEMENT FOR NON-EMPLOYEE DIRECTOR Notification and Acceptance of Restricted Stock Award
Restricted Stock Agreement • February 28th, 2019 • Independent Bank Corp • State commercial banks • Massachusetts

This Restricted Stock Award is subject to the terms and conditions of the Restricted Stock Agreement set forth below (the “Agreement”). By clicking “ACCEPT” on the Equity Administration Solution, Inc. software system you both accept this Restricted Stock Award and acknowledge that you have read, understand, and accept the terms and conditions of this Agreement set forth below.

DIRECTOR RETIREMENT AGREEMENT
Director Retirement Agreement • February 27th, 2015 • Independent Bank Corp • State commercial banks • Massachusetts

This Second Amendment (the "Amendment") to the Director Retirement Agreement, dated as of November 29, 2004 and as amended December 16, 2008 (the "Agreement"), by and among Peoples Federal Savings Bank (the "Bank") and Maurice H. Sullivan, Jr. (the "Director") is effective as of March 1, 2011. Capitalized terms which are not defined herein shall have the same meaning as set forth in the Agreement.

TRADING PLAN
Trading Plan • February 23rd, 2004 • Independent Bank Corp • State commercial banks

This TRADING PLAN, dated as of February 23 2004 (this “Trading Plan”), between Christopher Oddleifson (“Purchaser”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Broker”).

INDEPENDENT BANK CORP. STOCK OPTION AGREEMENT FOR CHIEF EXECUTIVE OFFICER Notification and Acceptance of Stock Option
Stock Option Agreement • December 20th, 2005 • Independent Bank Corp • State commercial banks • Massachusetts

This Stock Option is subject to the terms and conditions of the Stock Option Agreement set forth below (the “Agreement”). By signing you both accept this Stock Option and acknowledge that you have read, understand, and accept the terms and conditions of the Agreement set forth below.

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