-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DX2u6uLnx+CWpRyaaYXEuwAv7NvDlQyJpNGuHbN5ZHor94bZFXFr9MQuR8M96Fce xoU4Xfpg0IJpYuygvUhUAg== 0000950146-96-000851.txt : 19960523 0000950146-96-000851.hdr.sgml : 19960523 ACCESSION NUMBER: 0000950146-96-000851 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960522 EFFECTIVENESS DATE: 19960610 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDEPENDENT BANK CORP CENTRAL INDEX KEY: 0000776901 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 042870273 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-04259 FILM NUMBER: 96570980 BUSINESS ADDRESS: STREET 1: 288 UNION ST CITY: ROCKLAND STATE: MA ZIP: 02370 BUSINESS PHONE: 6178786100 MAIL ADDRESS: STREET 1: 288 UNION STREET STREET 2: 288 UNION STREET CITY: ROCKLAND STATE: MA ZIP: 02370 S-8 1 INDEPENDENT BANK CORP. FORM S-8 As filed with the Securities and Exchange Commission on May 22, 1996. Registration No. ------------- ----------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INDEPENDENT BANK CORP. ------------------------------------------------ (Exact Name of Registrant as Specified in Charter) MASSACHUSETTS 04-2870273 ------------------------------ ------------------- (State or other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 288 Union Street, Rockland, Massachusetts 02370 ------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) INDEPENDENT BANK CORP. 1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN ---------------------------- (Full Title of the Plan) Douglas H. Philipsen Independent Bank Corp. 288 Union Street Rockland, MA 02370 ------------------------------------- (Name and Address of Agent For Service) (617) 878-6100 ----------------------------------------------------------- (Telephone Number, Including Area Code, of Agent For Service) ------------ Copy to: Lawrence M. Levinson, Esq. Burns & Levinson, LLP 125 Summer Street Boston, Massachusetts 02110 (617) 345-3000 CALCULATION OF THE REGISTRATION FEE - ------------------------------------------------------------------------------- Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered(1) Share (2) Price (2) Fee - ---------- ---------- ----- ----- --- Common Stock 300,000 $7.75 $2,325,000 $801.72 ($.01 par value) - ------------------------------------------------------------------------------- (1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Independent Bank Corp. 1996 Non-Employee Directors' Stock Option Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the Company's outstanding shares of Common Stock. (2) Estimated pursuant to Rule 457(c) and (h) solely for the purpose of determining the registration fee, based upon the average of the high and low sales prices, as reported on the National Market System of the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), on May 16, 1996. 2 Explanatory Note ---------------- In accordance with the Instructional Note to Part I of Form S-8 as promulgated by the Securities and Exchange Commission (the "Commission"), the information specified by Part I of Form S-8 has been omitted from this Registration Statement on Form S-8 for offers of Common Stock of Independent Bank Corp. (the "Company") pursuant to the Independent Bank Corp. 1996 Non-Employee Directors' Stock Option Plan (the "Plan"). 3 Part II Information Required in the Registration Statement Item 3. Incorporation of Documents by Reference. - ------------------------------------------------- The following documents filed by the Registrant with the Commission are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1995. (b) The description of the Common Stock included in the Registrant's Registration Statement on Form 8-A filed with the Commission on January 21, 1986. (c) The amended description of the Common Stock included in the Registrant's amendment on Form 8 to its Registration Statement on Form 8-A filed with the Commission on May 20, 1991. All reports and other documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-effective amendment which indicates that all securities covered by this Registration Statement have been sold or which deregisters all securities then remaining unsold, shall be determined to be incorporated by reference in the Registration Statement and to be part thereof from the date of filing of such documents. Item 4. Description of Securities. - ----------------------------------- Not Applicable. Item 5. Interests of Named Experts and Counsel. - ------------------------------------------------ Lawrence M. Levinson, a partner in Burns & Levinson, LLP, counsel to the Registrant, is a director of the Registrant and, as of May 1, 1996, was the beneficial owner of 552,239 shares of Common Stock of the Registrant, and non-qualified stock options to purchase 5,000 shares of Common Stock. Item 6. Indemnification of Directors and Officers. - --------------------------------------------------- Incorporated herein by reference from the Registrant's Registration Statement on Form S-4 (Registration No. 33-00229), as amended. Item 7. Exemption from Registration Claimed. - --------------------------------------------- Not applicable. 4 Item 8. Exhibits. - ------------------ Exhibit No. Description - ---------- ----------- 4.1 Form of Common Stock Certificate (filed as Exhibit 4.1 to the Registrant's Report on Form 10-K for the year ended December 31, 1992, and incorporated herein by reference). 4.2 Form of Rights Certificate (filed as Exhibit B to Exhibit 1) to the Registrant's Registration Statement on Form 8-A, filed with the Commission on May 7, 1991 and incorporated herein by reference. 4.3 Restated Articles of Organization of the Registrant (filed as Exhibit 3(i) to the Registrant's Report on Form 10-K for the year ended December 31, 1993, and incorporated herein by reference). 4.4 By-laws, as amended to date, of the Registrant (filed as Exhibit 3(ii) to the Registrant's Report on Form 10-K for the year ended December 31, 1990, and incorporated herein by reference). 5. Opinion of Burns & Levinson LLP with respect to the original issuance of securities being registered. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Burns & Levinson LLP (included in Exhibit 5). 24. Power of Attorney to file future amendments (included in Part II of the Registration Statement). 99. Independent Bank Corp. 1996 Non-Employee Directors' Stock Option Plan. Item 9. Undertakings. - ---------------------- (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of 5 such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 6 Signatures ---------- The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the Town of Rockland, Commonwealth of Massachusetts, on May 9, 1996. INDEPENDENT BANK CORP. By: /s/John F. Spence,Jr. -------------------------- John F. Spence, Jr., Chairman of the Board and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Douglas H. Philipsen and Richard J. Seaman, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them, for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said authority to do and perform each and ever act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. /s/ Richard S. Anderson Date: May 9, 1996 - ----------------------- Richard S. Anderson Director /s/ Donald K. Atkins Date: May 9, 1996 - -------------------- Donald K. Atkins Director 7 /s/ W. Paul Clark Date: May 9, 1996 - ----------------- W. Paul Clark Director /s/ Robert L. Cushing Date: May 9, 1996 - --------------------- Robert L. Cushing Director /s/ Benjamin A. Gilmore Date: May 9, 1996 - ----------------------- Benjamin A. Gilmore, II Director /s/ James T. Jones Date: May 9, 1996 - --------------------------- James T. Jones Director /s/ Lawrence M. Levinson Date: May 9, 1996 - --------------------------- Lawrence M. Levinson Director /s/ Douglas H. Philipsen Date: May 9, 1996 - --------------------------- Douglas H. Philipsen Director and President /s/ Richard H. Sgarzi Date: May 9, 1996 - --------------------- Richard H. Sgarzi Director /s/ John F. Spence, Jr. Date: May 9, 1996 - ----------------------- John F. Spence, Jr. Chairman of the Board and Director /s/ Robert J. Spence Date: May 9, 1996 - -------------------- Robert J. Spence Director /s/ William J. Spence Date: May 9, 1996 - --------------------- William J. Spence Director 8 - -------------------- Date: May _, 1996 Brian S. Tedeschi Director /s/ Thomas J. Teuten Date: May 9, 1996 - -------------------- Thomas J. Teuten Director /s/ Richard J. Seaman Date: May 9, 1996 - --------------------- Richard J. Seaman Chief Financial Officer and Treasurer (principal financial and accounting officer) 9 Independent Bank Corp. ---------------------- Index to Exhibits Filed with Form S-8 Registration Statement Exhibit Page No. Description No. - --- ----------- ---- 4.1 Form of Common Stock Certificate (filed as Exhibit 4.1 to the Registrant's report on Form 10-K for the year ended December 31, 1992, and incorporated herein by reference). 4.2 Form of Rights Certificate (filed as Exhibit B to Exhibit 1 to the Registration Statement on Form 8-A, filed with the Commission on May 7, 1991 and incorporated herein by reference). 4.3 Restated Articles of Organization of the Registrant (filed as Exhibit 3(i) to the Registrant's Report on Form 10-K for the year ended December 31, 1993, and incorporated herein by reference). 4.4 By-laws, as amended to date, of the Registrant (filed as Exhibit 3(ii) to the Registrant's Report on Form 10-K for the year ended December 31, 1990, and incorporated herein by reference). 5. Opinion of Burns & Levinson LLP with respect to the original issuance of securities being registered. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Burns & Levinson LLP (included in Exhibit 5). 24. Power of Attorney to file future amendments (included in Part II of the Registration Statement). 99. Independent Bank Corp. 1996 Non-Employee Directors' Stock Option Plan. 10 EX-5 2 OPINION OF BURNS & LEVINSON, LLP EXHIBIT 5 11 Burns & Levinson LLP May 22, 1996 Independent Bank Corp. 277 Union Street Rockland, MA 02370 Gentlemen: This opinion is furnished to you in connection with the filing by Independent Bank Corp., a Massachusetts corporation (the "Company"), with the Securities and Exchange Commission of the Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended. You have requested our opinion concerning the status under Massachusetts law of the 300,000 shares (the "Shares") of the Company's common stock, par value $.01 per share ("Common Stock"), which are being registered under the Registration Statement for issuance by the Company pursuant to the terms of the Independent Bank Corp. 1996 Non-Employee Directors' Stock Option Plan. We have acted as counsel to the Company in connection with the Registration Statement. In that connection we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of: 1. The Restated Articles of Organization of the Company as presently in effect; 2. The By-Laws of the Company as presently in effect; 3. Certain resolutions adopted by the Company's Board of Directors and Stockholders; and 4. Independent Bank Corp. 1996 Non-Employee Directors' Stock Option Plan (the "Plan"). In our examination we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us a originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. We have also assumed that: (i) all of the Shares will be issued for the consideration permitted under the Plan as currently in effect, and none of such Shares will be 12 issued for less than $.01; (ii) all actions required to be taken under the Plan by the Plan Committee and the Board of Directors of the Company will be taken by the Plan and the Board of Directors of the Company respectively; and (iii) at the time of the exercise of the options under the Plan, the Company shall continue to have sufficient authorized and unissued shares of Common Stock reserved for issuance thereunder. Based upon and subject to the foregoing, we are of the opinion that, upon the issuance of the Shares under the Plan as provided therein, each such Share will be duly authorized validly issued, fully paid and nonassessable. Our opinion is limited to the laws of the Commonwealth of Massachusetts, and we express no opinion with respect to the laws of any other jurisdiction. We understand that you wish to file this opinion as an exhibit to the Registration Statement, and we consent thereto. Very truly yours, /s/ Burns & Levinson LLP Burns & Levinson LLP 13 EX-23.1 3 CONSENT OF ARTHUR ANDERSEN LLP Exhibit 23.1 ------------ 14 ARTHUR ANDERSEN LLP CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated January 23, 1996 included in Independent Bank Corp.'s Form 10-K for the year ended December 31, 1995 and to all references to our firm included in this registration statement. Boston, Massachusetts /s/ ARTHUR ANDERSEN LLP May 6,1996 ARTHUR ANDERSEN LLP 15 EX-99 4 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN EXHIBIT 99 ---------- 16 INDEPENDENT BANK CORP. 1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN The purposes of the 1996 Non-Employee Directors' Stock Option Plan (the "Plan") are to promote the long-term success of Independent Bank Corp. (the "Corporation") and its subsidiaries by creating a long-term mutuality of interests between the non-employee Directors of the Corporation and the non-employee Directors of Rockland Trust Company, a wholly-owned subsidiary of the Corporation ("Rockland") (collectively, the "Directors") and the stockholders of the Corporation, to provide an additional inducement for such Directors to remain with the Corporation and Rockland and to provide a means through which the Corporation and Rockland may attract able persons to serve as Directors of the Corporation and Rockland. SECTION 1 Administration The Plan shall be administered by a Committee (the "Committee") appointed by the Board of Directors of the Corporation (the "Board") and consisting of not less than two members of the Board. The Committee shall keep records of actions taken at its meetings. A majority of the Committee shall constitute a quorum at any meeting, and the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by all the members of the Committee, shall be the acts of the Committee. The Committee shall interpret the Plan and prescribe such rules, regulations and procedures in connection with the operations of the Plan as it shall deem to be necessary and advisable for the administration of the Plan consistent with the purposes of the Plan. All questions of interpretation and application of the Plan, or as to stock options granted under the Plan, shall be subject to the determination of the Committee, which shall be final and binding. Notwithstanding the above, the selection of the Directors to whom stock options are to be granted, the timing of such grants, the number of shares subject to any stock option, the exercise price of any stock option, the periods during which any stock option may be exercised and the term of any stock option shall be as hereinafter provided, and the Committee shall have no discretion as to such matters. 17 SECTION 2 Shares Available Under the Plan The aggregate number of shares which may be issued and as to which grants of stock options may be made under the Plan is 300,000 shares of the Common Stock, par value $.01 per share, of the Corporation (the "Common Stock"), subject to adjustment and substitution as set forth in Section 5. If any stock option granted under the Plan is canceled by mutual consent or terminates or expires for any reason without having been exercised in full, the number of shares subject thereto shall again be available for purposes of the Plan. The shares which may be issued under the Plan may be either authorized but unissued shares or treasury shares or partly each. SECTION 3 Grant of Stock Options On the third business day following the day of the 1996 Annual Meeting of Stockholders of the Corporation at which the Plan is affirmatively approved by the holders of at least a majority of the outstanding shares of Common Stock present in person or by proxy and entitled to vote at such meeting, each person who is then a Director of the Corporation or of Rockland and who is not an employee of the Corporation or any of its subsidiaries (a "non-employee Director") shall automatically and without further action by the Board or the Committee be granted a non-statutory stock option (i.e., a stock option which does not qualify under Sections 422 or 423 of the Internal Revenue Code of 1986 (the "Code")) to purchase 5,000 shares of Common Stock subject to adjustment and substitution as set forth in Section 5. In addition, each person who becomes a non-employee Director at any time following the 1996 Annual Meeting of Stockholders shall, on the first anniversary of his or her election as such, automatically and without further action by the Board or the Committee be granted a non-statutory stock option to purchase 5,000 shares of Common Stock subject to adjustment and substitution as set forth in Section 5. Thereafter, on the later of (a) the expiration of at least one year following a non-employee Director's first anniversary of his or her election as such or (b) the third business day following the day of each annual meeting of the stockholders of the Corporation following 1996, each person who is then a non-employee Director shall automatically and without further action by the Board or the Committee be granted a non-statutory stock option to purchase 1,000 shares of Common Stock, subject to adjustment and substitution as set forth in Section 5. If the number of shares then remaining available for the grant of stock options under the 18 Plan is not sufficient for each non-employee Director to be granted an option for 1,000 shares (or the number of adjusted or substituted shares pursuant to Section 5), then each non-employee Director shall be granted an option for a number of whole shares equal to the number of shares then remaining available divided by the number of non-employee Directors, disregarding any fractions of a share. Persons who at any time are non-employee Directors of both the Corporation and Rockland, shall be entitled to receive stock option grants under this Plan as if such persons were non-employee Directors of the Corporation only. SECTION 4 Terms and Conditions of Stock Options Stock options granted under the Plan shall be subject to the following terms and conditions: (A) The purchase price at which each stock option may be exercised (the "option price") shall be one hundred percent (100%) of the fair market value per share of the Common Stock covered by the stock option on the date of grant, determined as provided in Section 4(G). (B) The option price for each stock option shall be paid in full upon exercise and shall be payable in cash in United States dollars (including check, bank draft or money order); provided, however, that in lieu of such cash the person exercising the stock option may pay the option price in whole or in part by delivering to the Corporation shares of the Common Stock having a fair market value on the date of exercise of the stock option, determined as provided in Section 4(G), equal to the option price for the shares being purchased; except that (i) any portion of the option price representing a fraction of a share shall in any event be paid in cash and (ii) no shares of the Common Stock which have been held for less than six months may be delivered in payment of the option price of a stock option. Delivery of shares may also be accomplished through the effective transfer to the Corporation of shares held by a broker or other agent. The Corporation will also cooperate with any person exercising a stock option who participates in a cashless exercise program of a broker or other agent under which all or part of the shares received upon exercise of the stock option are sold through the broker or other agent or under which the broker or other agent makes a loan to such person. Notwithstanding the foregoing, the exercise of the stock option shall not be deemed to occur and no shares of Common Stock will be issued by the Corporation upon exercise of the stock option until the Corporation has received payment of the option price in full. The date of exercise of a stock option shall be determined under procedures established by 19 the Committee, and as of the date of exercise the person exercising the stock option shall be considered for all purposes to be the owner of the shares with respect to which the stock option has been exercised. Payment of the option price with shares shall not increase the number of shares of the Common Stock which may be issued under the Plan as provided in Section 2. (C) No stock option shall be exercisable during the first six months of its term except in case of death as provided in Section 4(E). Subject to the preceding sentence and subject to Section 4(E) which provides for earlier termination of a stock option under certain circumstances, each stock option shall be exercisable for ten years from the date of grant and not thereafter. A stock option to the extent exercisable at any time may be exercised in whole or in part. (D) No stock option shall be transferable by the grantee otherwise than by will, or if the grantee dies intestate, by the laws of descent and distribution of the state of domicile of the grantee at the time of death. All stock options shall be exercisable during the lifetime of the grantee only by the grantee or the grantee's guardian or legal representative. These restrictions on transferability shall not apply to the extent such restrictions are not at the time required for the Plan to continue to meet the requirements of Rule 16b-3 under the Securities Exchange Act of 1934 (the "1934 Act"), or any successor Rule. (E) If a grantee ceases to be a non-employee Director for any reason, any outstanding stock options held by the grantee shall be exercisable according to the following provisions: (i) If a grantee ceases to be a non-employee Director for any reason other than resignation, removal for cause or death, any outstanding stock option held by such grantee shall be exercisable by the grantee (but only if exercisable by the grantee immediately prior to ceasing to be a non-employee Director) at any time prior to the expiration date of such stock option or within three years after the date the grantee ceases to be a Director, whichever is the shorter period; (ii) If during his term of office as a Director a grantee resigns as a non-employee Director or is removed from all of such office(s) for cause, any outstanding stock option held by the grantee which is not exercisable by the grantee immediately prior to resignation or removal shall terminate as of the date of resignation or removal, and any outstanding stock option held by the grantee which is exercisable by the grantee immediately prior to resignation or removal shall be exercisable by the grantee at 20 any time prior to the expiration date of such stock option or within three months after the date of resignation or removal of the grantee, whichever is the shorter period; (iii) Following the death of a grantee during service as a non-employee Director any outstanding stock option held by the grantee at the time of death (whether or not exercisable by the grantee immediately prior to death) shall be exercisable by the person entitled to do so under the will of the grantee, or, if the grantee shall fail to make testamentary disposition of the stock option or shall die intestate, by the legal representative of the grantee at any time prior to the expiration date of such stock option or within three years after the date of death of the grantee, whichever is the shorter period; (iv) Following the death of a grantee after ceasing to be a non-employee Director and during a period when a stock option is exercisable under clause (ii) above, the stock option shall be exercisable by such person entitled to do so under the will of the grantee or by such legal representative at any time prior to the expiration date of the stock option or within one year after the date of death, whichever is the shorter period; and (v) Following the death of a grantee after ceasing to be a non-employee Director and during a period when a stock option is exercisable under clause (iii) above, the stock option shall be exercisable by such person entitled to do so under the will of the grantee of by such legal representative at any time during the shorter of the following two periods: (i) until the expiration date of the stock option or (ii) until three years after the grantee ceased being a non-employee Director or one year after the date of death of the grantee (whichever is longer). A stock option held by a grantee who has ceased to be a non-employee Director shall terminate upon the expiration of the applicable exercise period, if any, specified in this Section 4(E). (F) All stock options shall be confirmed by an agreement, or an amendment thereto, which shall be executed on behalf of the Corporation by the Chief Executive Officer (if other than the President), the President or any Vice President and by the grantee. (G) Fair market value of the Common Stock shall be the mean between the following prices, as applicable, for the date as of which fair market value is to be determined as quoted in The Wall Street Journal (or in such other reliable publication as the 21 Committee, in its discretion, may determine to rely upon): (i) if the Common Stock is listed on the New York Stock Exchange, the highest and lowest sales prices per share of the Common Stock as quoted in the NYSE-Composite Transactions listing for such date, (ii) if the Common Stock is not listed on such exchange, the highest and lowest sales prices per share of Common Stock for such date on (or on any composite index including) the principal United States securities exchange registered under the 1934 Act on which the Common Stock is listed, or (iii) if the Common Stock is not listed on any such exchange, the highest and lowest sales prices per share of the Common Stock for such date on the National Association of Securities Dealers Automated Quotation System or any successor system then in use ("NASDAQ"). If there are no such sale price quotations for the date as of which fair market value is to be determined but there are such sale price quotations within a reasonable period both before and after such date, then fair market value shall be determined by taking a weighted average of the means between the highest and lowest sales prices per share of the Common Stock as so quoted on the nearest date before and the nearest date after the date as of which fair market value is to be determined. The average should be weighted inversely by the respective numbers of trading days between the selling dates and the date as of which fair market value is to be determined. If there are no such sale price quotations on or within a reasonable period both before and after the date as of which fair market value is to be determined, then fair market value of the Common Stock shall be the mean between the bona fide bid and asked prices per share of Common Stock as so quoted for such date on NASDAQ, or if none, the weighted average of the means between such bona fide bid and asked prices on the nearest trading date before and the nearest trading date after the date as of which fair market value is to be determined, if both such dates are within a reasonable period. The average is to be determined in the manner described above in this Section 4(G). If the fair market value of the Common Stock cannot be determined on the basis previously set forth in this Section 4(G) for the date as of which fair market value is to be determined, the Committee shall in good faith determine the fair market value of the Common Stock on such date. Fair market value shall be determined without regard to any restriction other than a restriction which, by its terms, will never lapse. (H) The obligation of the Corporation to issue shares of the Common Stock under the Plan shall be subject to (i) the effectiveness of a registration statement under the Securities Act of 1933, as amended, with respect to such shares, if deemed necessary or appropriate by counsel for the Corporation, (ii) the condition that the shares shall have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange, if any, on which the Common Stock may then be listed 22 and (iii) all other applicable laws, regulations, rules and orders which may then be in effect. Subject to the foregoing provisions of this Section 4 and the other provisions of the Plan, any stock option granted under the Plan shall be subject to such restrictions and other terms and conditions, if any, as shall be determined, in its discretion, by the Committee and set forth in the agreement referred to in Section 4(F), or an amendment thereto; except that in no event shall the Committee or the Board have any power or authority which would cause the Plan to fail to be a plan describe in Rule 16b-3(c)(2)(ii), or any successor Rule. SECTION 5 Adjustment and Substitution of Shares If a dividend or other distribution shall be declared upon the Common Stock payable in shares of Common Stock, the number of shares of the Common Stock set forth in Section 3, the number of shares of the Common Stock then subject to any outstanding stock options and the number of shares of the Common Stock which may be issued under the Plan but are not then subject to outstanding stock options on the date fixed for determining the stockholders entitled to receive such stock dividend or distribution shall be adjusted by adding thereto the number of shares of the Common Stock which would have been distributable thereon if such shares had been outstanding on such date. If the outstanding shares of the Common Stock shall be changed into or exchangeable for a different number or kind of shares of stock or other securities of the Corporation or another corporation, whether through reorganization, reclassification, recapitalization, stock split-up, combination of shares, merger or consolidation, then there shall be substituted for each share of the Common Stock set forth in Section 3, for each share of the Common Stock subject to any then outstanding stock option and for each share of the Common Stock which may be issued under the Plan but which is not then subject to any outstanding stock option, the number and kind of shares of stock or other securities into which each outstanding share of the Common Stock shall be so changed or for which each such share shall be exchangeable. In case of any adjustment or substitution as provided for in the first two paragraphs of this Section 5, the aggregate option price for all shares subject to each then outstanding stock option prior to such adjustment or substitution shall be the aggregate option price for all shares of stock or other securities (including any fraction) to which such shares shall have been adjusted or which shall have been substituted for such 23 shares. Any new option price per share shall be carried to at least three decimal places with the last decimal place rounded upwards to the nearest whole number. If the outstanding shares of the Common Stock shall be changed in value by reason of any spin-off, split-off or split-up, or dividend in partial liquidation, divided in property other than cash or extraordinary distribution to holders of the Common Stock, the Committee shall make any adjustments to any then outstanding stock option which it determines are equitably required to prevent dilution or enlargement of the rights of grantees which would otherwise result from any such transaction. No adjustment or substitution provided for in this Section 5 shall require the Corporation to issue or sell a fraction of a share or other security. Accordingly, all fractional shares or other securities which result from any such adjustment or substitution shall be eliminated and not carried forward to any subsequent adjustment or substitution. Except as provided in this Section 5, a grantee shall have no rights by reason of any issue by the Corporation of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class. SECTION 6 Effect of the Plan on the Rights of Corporation and Stockholder Nothing in the Plan, in any stock option granted under the Plan, or in any stock option agreement shall confer any right to any person to continue as a Director of the Corporation or of Rockland or interfere in any way with the rights of the stockholders of the Corporation or of Rockland or the Board or of the Board of Directors of Rockland to elect and remove Directors. SECTION 7 Amendment and Termination The right to amend the Plan at any time and from time to time and the right to terminate the Plan at any time are hereby specifically reserved to the Board; provided always that no such termination shall terminate any outstanding stock options granted under the Plan; and provided further that no amendment of the Plan shall (i) be made without stockholder approval if stockholder approval of the amendment is at the time required for stock options under the Plan to qualify for the exemption from Section 16(b) of the 1934 Act provided by Rule 16b-3, or any 24 successor Rule, or by the rules of any stock exchange on which the Common Stock may then be listed, (ii) amend more than once every six months the provisions of the Plan relating to the selection of the Directors to whom stock options are to be granted, the timing of such grants, the number of shares subject to any stock option, the exercise price of any stock option, the periods during which any stock option may be exercised and the term of any stock option other than to comport with changes in the Code or the rules and regulations thereunder or (iii) otherwise amend the Plan in any manner that would cause stock options under the Plan not to qualify for the exemption provided by Rule 16b-3, or any successor Rule. No amendment or termination of the Plan shall, without the written consent of the holder of a stock option theretofore awarded under the Plan, adversely affect the rights of such holder with respect thereto. Notwithstanding anything contained in the preceding paragraph or any other provision of the Plan or any stock option agreement, the Board shall have the power to amend the Plan in any manner deemed necessary or advisable for stock options granted under the Plan to qualify for the exemption provided by Rule 16b-3 (or any successor rule relating to exemption from Section 16(b) of the 1934 Act), and any such amendment shall, to the extent deemed necessary or advisable by the Board, be applicable to any outstanding stock options theretofore granted under the Plan notwithstanding any contrary provisions contained in any stock option agreement. In the event of any such amendment to the Plan, the holder of any stock option outstanding under the Plan shall, upon request of the Committee and as a condition of the exercisability of such option execute a conforming amendment in the form prescribed by the Committee to the stock option agreement refereed to in Section 4(F) within such reasonable time as the Committee shall specify in such request. SECTION 8 Effective Date and Duration of Plan The Plan shall become effective upon approval by the affirmative vote of the holders of a majority of the Common Stock present in person or by proxy and entitled to vote at a duly called and convened meeting of such holders. If such approval is obtained at the Annual Meeting of Stockholders in 1996, the Plan shall be effective on the date of such meeting, the first stock options shall be granted on the third business day thereafter and the last stock options granted under the Plan shall be granted on the third business day after the Annual Meeting of Stockholders in 2005. 25 -----END PRIVACY-ENHANCED MESSAGE-----