53 unchanged sentences
Securities Authorized for Issuance Under Equity Compensation Plans
−Removed: The following table sets forth information as of December 31, 2022 about the securities authorized for issuance under the Company’s equity compensation plans, consisting of the 2005 Employee Stock Plan and the 2018 Non-Employee Director Stock Plan.
+Added: The following table sets forth information as of December 31, 2023 about the securities authorized for issuance under the Company’s equity compensation plans, consisting of the 2018 Non-Employee Director Stock Plan (the "2018 Plan") and the 2023 Omnibus Incentive Plan (the "2023 Plan").
The Company’s shareholders previously approved each of these plans and all amendments that were subject to shareholder approval.
+Added: Upon adoption of the 2023 Plan on May 18, 2023, the Second Amended and Restated 2005 Employee Stock Plan (the "2005 Plan") was terminated in its entirety and the Company will no longer grant awards under the 2005 Plan, however awards outstanding under the 2005 Plan will continue to remain outstanding in accordance with their terms.
The Company has no other equity compensation plans that have not been approved by shareholders.
12 unchanged sentences
TOTAL 13,334 $ 64.94 1,366,479
−Removed: (1) There are 275,860 shares available for future issuance under the 2005 Employee Stock Plan and there are 261,643 shares available for future issuance under the 2018 Non-Employee Director Stock Plan.
−Removed: Shares under the 2005 and 2018 Plans may be issued as stock options or restricted stock awards.
−Removed: Stock Repurchase Program
−Removed: On October 20, 2022, the Company announced the commencement of a new share repurchase program which authorizes repurchases by the Company of up to $120 million in common stock.
−Removed: Repurchases under the new program may be made from time to time on the open market and in privately negotiated transactions, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act.
−Removed: The extent to which the Company repurchases shares and the size and timing of these repurchases will depend on a variety of factors, including pricing, market and economic conditions, the Company’s capital position and amount of retained earnings and legal and contractual requirements.
−Removed: The repurchase program is scheduled to expire October 19, 2023 and may be modified, suspended or discontinued without prior notice at any time.
+Added: (1) There are 249,233 shares available for future issuance under the 2018 Plan and 1,117,246 shares available for future issuance under the 2023 Plan.
+Added: Shares under the 2018 Plan may be issued as stock options or restricted stock awards, and shares under the 2023 Plan be awarded in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, or other stock-based awards.
The information required herein under Item 403 of Regulation S-K regarding the security ownership of management and certain beneficial owners is incorporated by reference from the 2023 Proxy Statement under the heading "Stock Ownership and Other Matters."
18 unchanged sentences
Exhibits Index
−Removed: 2.1 Agreement and Plan of Merger dated April 22, 2021 by and among Independent Bank Corp., Bradford Merger Sub Inc., Rockland Trust Company, Meridian Bancorp.
−Removed: and East Boston Savings, is incorporated by reference to Exhibit 2.1 to Form 8-K filed on April 26, 2021 .
3.1 Restated Articles of Organization, as adopted July 16, 2015, incorporated herein by reference to Exhibit 3.2 to Form 8-K filed on July 20, 2015 .
14 unchanged sentences
10.1 Independent Bank Corp.
−Removed: Deferred Compensation Program for Directors (restated as amended as of December 1, 2000), incorporated herein by reference to Exhibit 10.3 to Form 10-K for the year ended December 31, 2000, filed on March 29, 2001 .
+Added: and Rockland Trust Company Deferred Compensation Program for Directors (restated as amended as of December 1, 2000), incorporated herein by reference to Exhibit 10.3 to Form 10-K for the year ended December 31, 2000, filed on March 29, 2001 .
10.2 Independent Bank Corp.
4 unchanged sentences
10.5 Rockland Trust Company Employee Savings, Profit Sharing and Stock Ownership Plan, incorporated herein by reference to Exhibit 4.2 to Form S-8 filed on April 16, 2010 .#
−Removed: 10.6 Rockland Trust Company Third Amended and Restated 401(k) Restoration Plan, incorporated herein by reference to Exhibit 10.4 to Form 10-K filed on February 27, 2018.
+Added: 10.6 Rockland Trust Company Fourth Amended and Restated 401(k) Restoration Plan .
10.7 Independent Bank Corp.
−Removed: and Rockland Trust Company Amended and Restated Nonqualified Deferred Compensation Plan, incorporated herein by reference to Exhibit 10.5 to Form 10-K filed on February 27, 2018 .
−Removed: 10.8 Amended and Restated Employment Agreements by and between Gerard F.
+Added: and Rockland Trust Company Second Amended and Restated Nonqualified Deferred Compensation Plan .
+Added: 10.8 Amended and Restated Employment Agreement by and between Gerard F.
Nadeau and Rockland Trust, incorporated herein by reference to Exhibit 99.5 to Form 8-K filed on November 21, 2008 .
−Removed: 10.9 Amended and Restated Employment Agreement by and between Edward H.
−Removed: Seksay and the Company and/or Rockland Trust, incorporated herein by reference to Exhibit 99.6 to Form 8-K filed on November 21, 2008 (SEC File No.
−Removed: 10.10 Third Amended and Restated Employment Agreements by and between each of Barry H.
−Removed: Jensen and Rockland Trust and Robert D.
−Removed: Cozzone and Rockland Trust dated September 5, 2013, incorporated herein by reference to Exhibit 10.8 to Form 10-Q, for the quarter ended September 30, 2013, filed on November 6, 2013.
10.9 Employment Agreement between Mark J.
1 unchanged sentence
10.10 Employment Agreement between Jeffrey J.
−Removed: Tengel, Independent and Rockland Trust, incorpor ated herein by reference to Exhibit 10.1 to Form 8-K filed on January 11, 2023 .
+Added: Tengel, Independent and Rockland Trust, incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on January 11, 2023 .
10.11 Letter Agreement regarding Succession and Consulting Services by and between Christopher Oddleifson and Independent Bank Corp.
Inc., incorporated herein by reference to Exhibit 10.2 to Form 8-K filed on January 11, 2023 .
+Added: 10.12 Employment Agreement between Maria Harris and Rockland Trust .
10.13 Independent Bank Corp.
2 unchanged sentences
Second Amended and Restated 2005 Employee Stock Plan, incorporated herein by reference to Annex A to the Definitive Proxy Statement filed on March 25, 2014.
−Removed: 10.16 Form of Stock Option Agreement for the Company's Chief Executive Officer, incorporated herein by reference to Exhibit 99.1 to Form 8-K filed on December 20, 2005 .#
−Removed: 10.17 Form of Stock Option Agreement for the Company's Executive Officers, incorporated herein by reference to Exhibit 99.2 to Form 8-K filed on December 20, 2005 .#
−Removed: 10.18 Form of Chief Executive Officer Time Vesting Restricted Stock Agreement, incorporated herein by reference to Exhibit 10.19 on Form 10-K filed on February 28, 2022 .
+Added: 10.15 Chief Executive Officer Three Year Time Vesting Restricted Stock Agreement under 2005 Employee Stock Plan .
+Added: 10.16 Chief Executive Officer Five Year Time Vesting Restricted Stock Agreement under 2005 Employee Stock Plan .
10.17 Form of Independent Bank Corp.
3 unchanged sentences
10.19 Independent Bank Corp.
−Removed: 2018 Restricted Stock Agreement for Nonemployee Director, incorporated herein by reference to Exhibit 10.21 to Form 10-K, for the year ended December 31, 2018, filed on February 28, 2019 .
+Added: 2018 Restricted Stock Agreement for Nonemployee Directors, incorporated herein by reference to Exhibit 10.21 to Form 10-K, for the year ended December 31, 2018, filed on February 28, 2019 .
10.20 Independent Bank Corp.
3 unchanged sentences
10.22 Independent Bank Corp.
−Removed: Restricted Stock Agreement for Nonemployee Director, incorporated herein by reference to Exhibit 99.3 to Form 8-K filed on May 24, 2010.
−Removed: 10.25 Master Data Processing Services Agreement dated and effective as of May 15, 2012 between Rockland Trust Company and Q2 Software, Inc., incorporated herein by reference to Exhibit 10.1 to Form 8-K/A filed on July 18, 2012.
−Removed: 10.26 Information Technology Services Agreement by and between Fidelity Information Services, LLC and Independent Bank Corp., effective as of January 1, 2015, incorporated herein by reference to Exhibit 10.1 to Form 8-K/A filed on March 6, 2015.
+Added: 2023 Omnibus Incentive Plan, incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on May 18, 2023.
+Added: 10.23 Independent Bank Corp.
+Added: Key Executive Severance Plan .
+Added: 10.24 Independent Bank Corp.
+Added: Key Executive Change in Control Severance Plan .
+Added: 19.1 Policy to Prevent Insider Trading 2023 .
21.1 Subsidiaries of Independent Bank Corp incorporated herein by reference to Exhibit 21.1 to Form 10-K filed on February 27, 2020 .+
4 unchanged sentences
32.2 Section 906 Certification of Sarbanes-Oxley Act of 2002 .+
+Added: 97 Independent Bank Corp.
+Added: Incentive Compensation Recovery Policy .
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February 28, 2024
−Removed: RUGGIERO CFO (Principal Financial Officer and Principal Accounting Officer) Date:
+Added: RUGGIERO CFO (Principal Financial Officer) Date:
February 28, 2024
−Removed: /s/ WARREN Q.
−Removed: FIELDS Director Date:
+Added: /s/ MAUREEN A.
+Added: GAFFNEY Controller (Principal Accounting Officer) Date:
February 28, 2024
2 unchanged sentences
February 28, 2024
−Removed: JONES Director Date:
−Removed: February 28, 2023
LENTZ Director Date:
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Susan Perry O'Day
−Removed: /s/ CHRISTOPHER ODDLEIFSON Director Date:
−Removed: February 28, 2023
−Removed: Christopher Oddleifson
SMITH Director Date:
4 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.