Independent Bank Corp. (Form: 8-K)

On February 10, 2005 the Independent Bank Corp. Board approved the Independent Bank Corp. And Rockland Trust Company Executive Officer Performance Incentive Plan (the “2005 Executive Incentive Plan”) for use in the 2005 calendar year. The 2005 Executive Incentive Plan was created to provide salaried Executive Officers of Independent Bank Corp. (the “Company”) and its wholly-owned subsidiary Rockland Trust Company (“Rockland Trust”) 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 Company and Rockland Trust in achieving financial success.

The 2005 Executive Incentive Plan defines “Award” as a cash incentive payment made to Executive Officers pursuant to the 2005 Executive Incentive Plan. Awards under the 2005 Executive Incentive Plan will be determined as follows:

•

the CEO’s Award will be determined by the product of the CEO’s Target Award multiplied by the Bank Performance Adjustment Factor;

•

Awards for all Executive Officers other than the CEO will be determined 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: the level of the Company’s performance against the threshold, target, and maximum performance criteria used to determine the Bank Performance Adjustment Factor; and, in the case of Executive Officers other than the CEO, whether the individual Executive Officer’s Performance Goals and Objectives for 2005 used to determine the Individual Performance Adjustment Factor have been achieved.

The 2005 Executive Incentive Plan defines “Target Award” as an Executive Officer’s base salary on November 1^st of the year 2005, multiplied by the target percentage established for that Executive Officer. The 2005 Executive Incentive Plan establishes the target


		Target Percentage Of
		Base
		Salary Used To
Executive Officer	Position	Determine Target Award
	President and Chief
	Executive Officer
	of the Company and
Christopher Oddleifson	of Rockland Trust	Forty-Five Percent (45%)
	Senior Vice
	President, Human
	Resources, of
Raymond G. Fuerschbach	Rockland Trust	Twenty Percent (20%)
	Managing Director
	(Business Banking)
Amy A. Geogan	of Rockland Trust	Twenty Percent (20%)


Edward F. Jankowski	Chief Technology and Operations Officer of Rockland Trust	Twenty Percent (20%)


Ferdinand T. Kelley	Executive Vice President (Commercial Lending Division and Investment Management Group) of Rockland Trust	Thirty Percent (30%)


Jane L. Lundquist	Executive Vice President (Director of Retail Banking and Corporate Marketing) of Rockland Trust	Thirty Percent (30%)


Anthony A. Paciulli	Managing Director (Residential Mortgage) of Rockland Trust	Twenty Percent (20%)


Edward H. Seksay	General Counsel of the Company and of Rockland Trust	Twenty Percent (20%)


Denis K. Sheahan	Chief Financial Officer of the Company and of Rockland Trust	Thirty Percent (30%)

The 2005 Executive Incentive Plan defines the Bank Performance Adjustment Factor as a factor determined by the level of the Company’s performance against: specified threshold performance criteria for Earnings Per Share, Return On Average Equity, and Return On Average Assets; and, target and maximum performance criteria based upon Earnings Per Share. The range of the Bank Performance Adjustment Factor for the CEO, and for all Executive Officers other than the CEO, will primarily be determined from a range of possible percentages, on a linear basis, based upon the level of Company’s

performance against specified threshold, target, and maximum Earnings Per Share performance criteria, as follows:

Threshold

Target

Maximum

Earnings Per Share

Range of Bank Performance Adjustment Factor

Twenty-Five Percent

One Hundred Percent

Two Hundred Percent

for CEO

(25

(100

(200

Range of Bank Performance Adjustment Factor for all Executive Officers other than

One Hundred Percent

One Hundred Twenty

the CEO

Fifty Percent (50%)

(100

Five Percent (125%)

If, however, specified threshold levels for either Return On Average Equity or Return On Average Assets are not met, the Bank Performance Adjustment Factor percentage determined by the level of Company’s performance against specified threshold, target, and maximum Earnings Per Share performance criteria will be reduced to Seventy-Five Percent (75%) of what the Bank Performance Adjustment Factor percentage would have been using only the Earnings Per Share performance criteria.

The 2005 Executive Incentive Plan defines the “Individual Performance Adjustment Factor” as a factor (or factors) that will, when multiplied by an Executive Officer’s Target Award and the Bank Performance Adjustment Factor, determine an Award. The Individual Performance Adjustment Factor is not applicable to the CEO. For all Executive Officers other than the CEO, the Individual Performance Adjustment Factor will be adjusted upward or downward within a possible range from zero (0.0) to one and seven-tenths (1.70) based upon an evaluation of the Executive Officer’s achievement of individual performance goals and objectives during 2005.

The 2005 Executive Incentive Plan will be administered by the Board of the Company, based upon the recommendations of the Compensation Committee of the Board. All determinations regarding the achievement of any performance goals, the achievement of 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. The Board’s determinations under the 2005 Executive Incentive Plan need not be uniform and may be made selectively among persons who receive, or who are eligible to receive, an Award. Notwithstanding any other provision of the 2005 Executive Incentive 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 range of parameters set forth in the 2005 Executive Incentive Plan, based upon one-time, non-recurring, or extraordinary events; and, to reduce, including a reduction to zero, any Award to an Executive Officer otherwise payable.


Massachusetts	1-9047	04-2870273
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

288 Union Street, Rockland, Massachusetts		02370
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	Independent Bank Corp.

February 16, 2005	By:	Edward H. Seksay

		Name: Edward H. Seksay
		Title: General Counsel


Exhibit No.		Description

99.1		Executive Officer Performance Incentive Plan


Date of Report (Date of Earliest Event Reported):		February 10, 2005


Registrant’s telephone number, including area code:		781-878-6100