ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
As previously announced, in connection with a thoughtful succession process, the
Board of Directors of
(“Independent”) (NASDAQ Global Select Market: INDB) appointed
Board of Directors (the “Board”) of Independent, in each case, effective on or
effective as of the CEO Succession Date, with a term expiring at Independent’s
2024 annual shareholder meeting.
Officer of Independent effective as of the CEO Succession Date. On the CEO
Independent and thereafter serve as a consultant to Independent through
intend to stand for reelection as a director of the Board or as a director of
subsidiary of Independent (“
Independent’s 2023 annual shareholder meeting. The decision of
step down is not related to any disagreement between
In connection with
increased its size from fourteen members to fifteen members and increased the
number of Class I directors from four members to five members, effective as of
the CEO Succession Date.
Additionally, effective as of the CEO Succession Date,
appointed as a member of the Rockland Trust Board of Directors.
Head of Commercial Specialty Banking for M&T Bank. Prior to M&T’s recent
acquisition of People’s United Financial,
United where he was responsible for commercial banking, retail banking, and
wealth management. During his twelve years at People’s United,
the commercial loan portfolio from
combination of organic growth, acquisitions, new business initiatives, and new
following PNC’s acquisition of
specialized industry, capital markets, commercial real estate, equipment
finance, and private equity business lines.
Western Reserve University
Employment Agreement with
In connection with
Officer of Independent and Chief Executive Officer of
agreement with respect to his employment commencing on the CEO Succession Date
(the “Tengel Employment Agreement”). Pursuant to the Tengel Employment
benefits: (i) an annual base salary of
award with a target opportunity of 85% of his annual base salary, (iii) an
annual equity incentive award with a target grant date fair value of 100% of his
annual base salary, (iv) a one-time make-whole cash bonus in the amount of
annual bonus (subject to repayment upon certain terminations of employment), (v)
a one-time make-whole award of restricted shares with a grant date fair value of
Succession Date subject to his continued employment, (vi) relocation benefits up
to an aggregate maximum of
terminations of employment), and (vii) participation in health, welfare and
retirement benefit programs on the same basis as other senior executives.
24-month period following a “change in control” of Independent, he will be
eligible to receive 12 months (18 months if such termination occurs after the
first anniversary of the CEO Succession Date) of continued base salary and a
lump sum equal to the pre-tax cost to
certain benefit plans for 12 months (18 months if such termination occurs after
the first anniversary of the CEO Succession Date), less any portion already paid
on behalf of
other than during the 24-month period following a “change in control” of
Independent, provided that
a release of claims and a non-competition covenant consistent with that
contained in the Tengel Employment Agreement, he will be entitled to the same
severance payments described above.
The Tengel Employment Agreement also provides that if
employment for “good reason” during the 24-month period following a “change in
control” of Independent, he will be eligible to receive (i) an amount equal to
two times the sum of his base salary and the greatest of (x) the aggregate
amount of discretionary annual cash incentive payments made to him during the 12
months preceding the date of termination, (y) the aggregate amount of
discretionary annual cash incentive payments made to him during the 12 months
preceding the change in control, or (z) his target annual incentive award, (ii)
a lump sum equal to the pre-tax cost to
certain benefit plans for 36 months, less any portion already paid on behalf of
than death, disability or for “cause” during the 24-month period following a
“change in control” of Independent, provided that
severance agreement as described above, he will be entitled to the severance
payments and benefits in the immediately preceding sentence.
The Tengel Employment Agreement contains perpetual confidentiality and
non-disparagement covenants and one year post-termination non-solicitation and
non-competition (other than following a termination without cause or due to a
layoff, except as may be agreed in a severance agreement) covenants.
The foregoing summary of the Tengel Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to such document, which
is filed as Exhibit 10.1 and is incorporated by reference.
Succession and Consulting Services Agreement with
In connection with the succession and transition process, on
and Consulting Services Agreement”) setting forth the terms of his service as an
executive advisor from the CEO Succession Date through
date he will retire as an employee of Independent, and his Second Amended and
Restated Employment Agreement, dated as of
Employment Agreement”), will terminate) and thereafter, as a consultant to
The Succession and Consulting Services Agreement provides that while
rate of annual base salary and will continue to be eligible to participate in
employee benefit plans on terms no less favorable that as apply to other senior
executives. With respect to Independent’s 2022 performance year,
accordance with the terms of the Executive Incentive Plan Scorecard. Upon his
retirement from employment,
will vest (or continue to be eligible to vest, in the case of performance-based
awards) on a pro rata basis in accordance with the terms of the award agreements
applicable upon retirement.
cash incentive award in respect of Independent’s 2023 performance year or
granted equity awards in 2023 or with respect to his service in 2023.
The Succession and Consulting Services Agreement further provides that
(the “Consulting Fee”) for the period during which he serves as a consultant,
subject to his continued compliance with the restrictive covenants contained in
the Oddleifson Employment Agreement.
may be terminated by either Independent or
notice, and if such service is terminated by Independent without cause or by
Services Agreement, then
Fee as if such termination had not occurred.
The foregoing summary of the Succession and Consulting Services Agreement does
not purport to be complete and is qualified in its entirety by reference to such
document, which is filed as Exhibit 10.2 and is incorporated by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibit # Exhibit Description 10.1 Employment Agreement, dated as of January 6, 2023, by and among Jeffrey J. Tengel, Independent and Rockland Trust . 10.2 Letter Agreement Regarding Succession and Consulting Services, dated as of January 10, 2023, by and between Christopher Oddleifson and Independent . 104 Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101).
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