EXHIBIT ▇▇. ▇▇.▇
▇▇▇▇▇▇▇▇▇ ▇▇. ▇ to Second Amended and Restated Employment Agreement between
the Company, Rockland and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, dated January 19, 1996 (the
"▇▇▇▇▇▇▇▇ Employment Agreement"). Employment agreements between Rockland and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇▇ are substantially similar to the ▇▇▇▇▇▇▇▇ agreement. (Management
contract under Item 601(10) (iii) (A)).
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AMENDMENT NO. 1 TO SECOND AMENDED
AND RESTATED EMPLOYMENT AGREEMENT
Reference is made to the Agreement dated and effective as of March 4, 1992
by and between Rockland Trust Company, a Massachusetts trust company (the
"Company") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ of Plymouth, Massachusetts (the "Executive"),
as amended by a certain amendment dated and effective as of February 3, 1993, as
amended and restated as of October 31, 1994 and as further amended and restated
as of January 19, 1996 (the "Employment Agreement"). Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to such terms
in the Employment Agreement.
W I T N E S S E T H
WHEREAS, the Executive and the Company are desirous of amending certain
provisions of the Employment Agreement to provide that certain additional
benefits be paid to the Executive upon the occurrence of a change of control of
Independent Bank Corp. ("IBC"), the parent bank holding company of the Company,
where such occurrence is followed by a termination of the Executive's employment
without cause or the Executive's resignation with good reason as such terms are
defined in the Employment Agreement;
WHEREAS, the Executive and the Company are desirous of amending the
Employment Agreement as set forth above.
NOW THEREFORE, in consideration of mutual covenants herein contained, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. Section 5(c)(i) of the Employment Agreement is hereby amended and
restated to read as follows:
(c) Change in Control.
(i) If during the term of this Agreement, any of the events
constituting a Change of Control (as such term is defined in Section 5(c)(ii)
hereof), shall be deemed to have occurred, and following such Change of Control,
either (A) the Executive's employment with the Company and/or any of its parent,
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subsidiaries, affiliates, or successors by merger or otherwise as a result of
the Change of Control, is terminated for any reason other than death, disability
(as defined in Section 5(e) hereof) or for Cause (as such term is defined in
Section 5(a)(ii) hereof), or (B) the Executive resigns for Good Reason (as such
term is defined in Section 5(a)(iii) hereof) from employment with the Company
and/or any of its parent, subsidiaries, affiliates, or successors by merger or
otherwise as a result of the Change of Control, the Executive shall be entitled
(C)(x) to receive his then current Base Salary for a period of twenty four (24)
months from the date of termination of this Agreement without Cause or
resignation for Good Reason and to receive an amount equal to two (2) times the
greater of (a) the aggregate amount of payments made to the Executive during the
twelve (12) months preceding the date of termination of this Agreement without
Cause or resignation for Good Reason, or (b) the aggregate amount of payments
made to the Executive during the twelve (12) months preceding the Change of
Control, in each case pursuant to any bonus or incentive compensation plan,
including without limitation, the Rockland Trust Company Officer and Executive
Incentive Compensation Plan, as amended from time to time, in each case payable
in a lump sum cash payment immediately following such termination, and (C)(y)(1)
to continue participation in the plans and arrangements described in clauses (b)
and (f) of Section 4 hereof (to the extent permissible by law and the terms of
such plans and arrangements) for the period of twenty four (24) months after
such termination or resignation (the "Benefits Period"), or (C)(y)(2) at the
election of the Executive at any time following termination of this Agreement
and during the Benefits Period, to receive a gross bonus payment in an amount
which after payment therefrom of all applicable federal and state income and
employment taxes, will equal the cost to the Company at the time of the
Executive's election, attributable to the Executive's participation in the plans
and arrangements described in clauses (b) and (f) of Section 4 hereof for the
Benefits Period less any portion thereof in which the Executive has continued
his participation in such plans and arrangements described in clauses (b) and
(f) of Section 4 hereof in accordance with subsection 5(c)(i)(C)(y)(1) above;
which payment shall be due following termination or resignation of the
Executive's employment immediately upon the Executive's delivery of written
notice to the Company of his election pursuant to subsection 5(c)(i)(C)(y)(2),
and (C)(z) to have all stock options which have been granted to the Executive to
immediately become fully exercisable and to remain exercisable for a period of
three (3) months after the termination or resignation date (as the case may be),
in accordance with the terms of the Plan and the relevant stock option
agreement, and (C) (zz) upon his written
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notice to the Company during a period of three months following the termination
or resignation date (as the case may be), to purchase his Company owned
automobile at a purchase price equal to the book value of said automobile as
carried on the books and records of the Company, plus all applicable excise
taxes.
2. Ratification.
All other provisions of the Employment Agreement shall remain unchanged and
in full force and effect, and are hereby ratified and confirmed by the parties
hereto.
3. Counterparts.
This Agreement may be executed by the parties hereto in counterparts, each
of which shall be deemed to be an original, but such counterparts shall together
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Second Amended and Restated Employment Agreement as of July __, 1998.
ROCKLAND TRUST COMPANY
By:___________________________
Its:__________________________
INDEPENDENT BANK CORP.
By:___________________________
Its:__________________________
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