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Exhibit 10.19
"CONFIDENTIAL TREATMENT"
PLEASE NOTE: The only portions of this Plan for which the
Applicant seeks
confidential treatment are the financial performance criteria
set forth in
Schedule 3, Schedule 3A and Schedule 3B, which have been omitted
from the public
filing and are indicated as follows: "(****)"
INDEPENDENT BANK CORP.
AND ROCKLAND TRUST COMPANY
EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN
Plan Approval, Plan Year, and Defined Terms
This Independent Bank Corp. And Rockland Trust Company Executive
Officer
Performance Incentive Plan (the "Plan") has been approved by the
Board on
February 15, 2007, based upon the recommendation of the
Compensation Committee,
for use in the 2007 calendar year.
Capitalized terms used in this Plan are defined as set forth
below in
Section 5.
SECTION 1: PURPOSE
This Plan has been created to provide salaried Executive
Officers of the
Holding Company and the Bank 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 Holding Company and the Bank in
achieving
financial success. The financial success of the Holding Company
and the Bank
shall be determined by comparing the financial results of the
Holding Company
with specific financial performance goals approved by the Board,
based upon the
recommendation of the Compensation Committee.
A diagram depicting the process and computation used to
determine a
Participant's Award, which is more fully described below, is
attached hereto as
Schedule 1.
SECTION 2: AWARDS
Awards to Participants will be determined, and paid, as
follows:
a. PARTICIPANTS. The persons eligible to receive Awards will
consist of the
Executive Officers. ANY EXECUTIVE OFFICERS WHO ARE PAID SALES
COMMISSIONS
ARE NOT ELIGIBLE TO PARTICIPATE IN THIS PLAN. Executive Officers
will be
eligible to participate in this Plan upon their first date of
employment.
Executive Officers with less than one year of service will
receive a
prorated award based on length of service. Newly elected
Executive Officers
will participate in this Plan upon election to Executive Officer
status.
b. AWARD DETERMINATION. The Award for the CEO will be derived
from the product
of the CEO's Target Award multiplied by the Bank Performance
Factor. The
Award for all
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"CONFIDENTIAL TREATMENT"
Participants other than the CEO will be derived from the product
of the
Participant's Target Award multiplied by the Bank Performance
Adjustment
Factor and multiplied by the 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 whether, or the
extent to
which, Bank Performance Goals and -- if applicable --
individual
Performance Goals and Objectives for the Plan Year have been
achieved.
c. TARGET AWARDS. Target Awards will be established by the Board
for each
Participant. The tiers of percentages used to determine Target
Awards for
Executive Officers for the Plan Year is attached hereto as
Schedule 2.
d. BANK PERFORMANCE GOALS. Bank Performance Goals will be
established by the
Board as soon as practical. The Bank Performance Goals for the
Plan Year
are attached hereto as Schedule 3. In general, Bank Performance
Goals will
measure the Holding Company's financial performance and also,
when
appropriate, the achievement of specified strategic goals
and/or
operational objectives.
e. BANK PERFORMANCE ADJUSTMENT FACTOR. The Bank Performance
Adjustment Factor
may be adjusted upward or downward within the parameters set
forth on
Schedule 3 based upon the performance of the Holding Company as
to a given
performance criteria set forth in the Bank Performance Goals.
The range of
the Bank Performance Adjustment Factor for the CEO with respect
to the
Earnings Per Share Measure is set forth on Schedule 3A. The
range of the
Bank Performance Adjustment Factor for all Participants other
than the CEO
with respect to the Earnings Per Share Measure is set forth on
Schedule 3B.
The range of the Bank Performance Adjustment Factor set forth on
Schedule
3A and Schedule 3B, however, is subject to a 75% reduction if
the threshold
set forth on Schedule 3 for either the Return On Average Equity
Measure or
the Return On Average Assets Measure is not met.
f. INDIVIDUAL PERFORMANCE ADJUSTMENT FACTOR. The Individual
Performance
Adjustment Factor will not be applicable to the CEO. For all
Participants
other than the CEO, the Individual Performance Adjustment Factor
may be
adjusted upward or downward within the parameters set forth on
Schedule 4
based upon an evaluation of their achievement of individual
Performance
Goals and Objectives for the Plan Year.
g. PAYMENT OF AWARDS. Awards will be paid, in cash, as soon as
practicable
after the close of the Plan Year. No Award will be payable to
any
Participant who is not an Employee on the last day of the Plan
Year except
that if, during the last eight months of the year, the
Participant takes
normal retirement (as defined in the Bank's principal retirement
program),
dies, or is involuntarily terminated other than for Cause, the
Participant
may be entitled to a prorated Award as and to the extent
determined by the
Board. If a Participant is on disability for more than four
months of the
Plan Year, the Participant will be entitled to a prorated Award.
If
disability lasts four months or less, there will be no reduction
in the
amount of the Award. Participants who resign voluntarily after
the end of
the year, but before Award payments are made, will be eligible
for an Award
as and to the extent determined by the Board. Participants who
leave after
the end of the Plan Year with an overall rating of "1" or "2" on
their
Employee Performance Appraisal for the Plan Year will not be
eligible for
an
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"CONFIDENTIAL TREATMENT"
Award. In the event of a Change of Control, the funds accrued by
the Bank
to the date of the Change of Control will, subject to the
approval of the
Board, be awarded to the Participants according to the terms of
this Plan.
SECTION 3: ADMINISTRATION
This Plan will be administered by the Board, based upon the
recommendations of
the Compensation Committee. All determinations regarding the
achievement of any
Bank Performance Goals, the achievement of a Participant's
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. Notwithstanding
any other
provision of this 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 parameters set forth on Schedule 3
based upon
either 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 a
Participant otherwise
payable under this Plan.
a. AUTHORITY. The Board will have authority (i) to exercise all
of the powers
granted under this Plan, (ii) to construe, interpret and
implement this
Plan and any related document, (iii) to prescribe, amend and
rescind rules
relating to this Plan, (iv) to make all determinations necessary
or
advisable in administering this Plan, and (v) to correct any
defect, supply
any omission and reconcile any inconsistency in this Plan. The
Board shall
also have such other and further specified duties, powers,
authority, and
discretion as are elsewhere expressly set forth in this Plan or
as may be
conferred upon the Board by necessary implication.
b. DETERMINATIONS FINAL. The actions and determinations of the
Board on all
matters relating to the Plan and any Awards will be final and
conclusive,
except to the extent otherwise provided by law.
c. LIABILITY. The Board will not be liable for any action taken
or
determination made in good faith with respect to this Plan or
any Award
hereunder, and the Holding Company and the Bank will indemnify
and hold the
Board harmless with respect to any actions taken or decisions
made in good
faith under this Plan.
d. AWARDS. The Board will have authority to determine, among
other things, the
Executive Officers to whom, and the time or times at which,
Awards will be
made and the requisite conditions thereof.
SECTION 4: MISCELLANEOUS
a. NONASSIGNABILITY. No Award will be assignable or transferable
(including
pursuant to a pledge or security interest) other than by will or
by laws of
descent and distribution.
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