Common use of Termination for Cause; Resignation Without Good Reason Clause in Contracts

Termination for Cause; Resignation Without Good Reason. (i) If the Executive’s employment is terminated by the Company for Cause or if the Executive resigns from his employment for any reason other than for Good Reason or after a Change of Control, the Executive shall have no right to receive compensation or other benefits for any period after such Termination for Cause or resignation for any reason other than for Good Reason or after a Change of Control except as may be required by law and except that the Executive’s rights to exercise his stock options in the event his employment terminates shall be governed by the Independent Bank Corp. 2005 Employee Stock Plan and/or any other relevant stock option plan, as appropriate (the “Plans”) and the relevant stock option agreement. (ii) The Company may terminate the Executive for Cause by giving the Executive thirty (30) business days’ prior written notice, during which period the Company shall give the Executive an opportunity to cure and a reasonable opportunity to be heard by the Compensation Committee of the Board to show just cause for his actions, and to have the Compensation Committee of the Board, in its discretion, reverse or rescind the prior action of the Company terminating the Executive for Cause. During the thirty (30) notice period, the Executive may at the discretion of the Company be suspended without pay in the case of a pending termination pursuant to clauses (B), (C), or (D) within the Definition of Cause (with all pay withheld during the suspension period to be reinstated retroactively in the event pending termination is rescinded or is not completed by the end of the notice period) or be placed on administrative leave with pay in the case of a pending termination pursuant to clauses (A), (E), (F), or (G) within the Definition of Cause. (iii) The Executive may resign for “Good Reason” by giving the Company thirty (30) business days’ prior written notice and, during such thirty-day period, an opportunity to cure. (iv) The date of termination of employment by the Company for purposes of Section 5 shall be the date that the written notice of termination from the Company to the Executive is written, and the Company agrees to use all good faith efforts to deliver the written notice to the Executive as soon as possible after the notice is written. The date of a resignation by the Executive for purposes of Section 5 shall be the later of the date specified in the written notice of resignation from the Executive to the Company or the date notice is received by the Company.

Termination for Cause; Resignation Without Good Reason. (i) If the Executive’s 's employment is terminated by the Company for Cause or if the Executive resigns from his employment for any reason other than for Good Reason or after a Change of Control, the Executive shall have no right to receive compensation or other benefits for any period after such Termination for Cause or resignation for any reason other than for Good Reason or after a Change of Control except as may be required by law and except that the Executive’s 's rights to exercise his stock options or vest in restricted stock in the event his employment terminates shall be governed by the Independent Bank Corp. 2005 Employee Stock Plan and/or any other relevant stock option plan, as appropriate plan (the “PlansEquity Plan”) and the relevant stock option or restricted stock agreement. (ii) The Company may terminate the Executive for Cause by giving the Executive thirty (30) business days’ ' prior written notice, during which period the Company shall give the Executive an opportunity to cure and a reasonable opportunity to be heard by the Compensation Committee of the Board to show just cause for his actions, and to have the Compensation Committee of the Board, in its discretion, reverse or rescind the prior action of the Company terminating the Executive for Cause. During the thirty (30) notice period, the Executive may at the discretion of the Company be suspended without pay in the case of a pending termination pursuant to clauses (B), (C), or (D) within the Definition of Cause (with all pay withheld during the suspension period to be reinstated retroactively in the event pending termination is rescinded or is not completed by the end of the notice period) or be placed on administrative leave with pay in the case of a pending termination pursuant to clauses (A), (E), (F), or (G) within the Definition of Cause. (iii) The Executive may resign for “without Good Reason” Reason by giving the Company thirty at least fourteen (3014) business days’ days prior written notice and, during such thirty-day period, an opportunity to curenotice. (iv) The date of termination of employment by the Company for purposes of Section 5 5(a) shall be the date that specified by the Company in its written notice of termination from to the Company Executive, which shall be given to the Executive is written, and the Company agrees to use all good faith efforts to deliver the written notice to the Executive as soon as possible after the notice is writtenin accordance with Section 5(a)(ii). The date of a resignation by the Executive for purposes of Section 5 shall be the later of the date specified in the written notice of resignation from the Executive to the Company or the date notice is received by the Company.

Termination for Cause; Resignation Without Good Reason. (i) If If, prior to the expiration of the Term, the Executive’s employment is terminated by the Company Employer for Cause “Cause” (as defined below) or if the Executive resigns from his employment for any reason hereunder other than for “Good Reason Reason” (as defined below), the Executive shall be entitled to the following amounts only: (A) payment of his Base Salary accrued up to and including the date of termination or after a Change resignation of Controlhis employment, (B) payment in lieu of any accrued but unused vacation time, and (C) payment of any unreimbursed expenses (collectively, the “Accrued Obligations”). Except to the extent required by the terms of the programs described in Section 4(f) or applicable law, the Executive shall have no further right under this Agreement or otherwise to receive any other compensation or to participate in any other benefits for any period plan, program or arrangement after such Termination for Cause termination or resignation for any reason other than for Good Reason or after a Change of Control except as may employment. Notwithstanding anything to the contrary in this Agreement, the Executive shall be required by law and except that the Executive’s rights entitled to exercise his any then-outstanding stock options in granted to the event his employment terminates Executive that shall be governed by the Independent Bank Corp. 2005 Employee Stock Plan and/or any other relevant stock option plan, as appropriate (the “Plans”) and the relevant stock option agreementhave vested on or prior to such termination or resignation of employment. (ii) The Company may terminate Termination of the Executive Executive’s employment for Cause by giving the Executive thirty (30) business days’ prior written notice, during which period the Company shall give the Executive an opportunity to cure and a reasonable opportunity to be heard by the Compensation Committee of the Board to show just cause for his actions, and to have the Compensation Committee of the Board, in its discretion, reverse or rescind the prior action of the Company terminating the Executive for Cause. During the thirty (30) notice period, the Executive may at the discretion of the Company be suspended without pay in the case of a pending termination pursuant to clauses (B), (C), or (D) within the Definition of Cause (with all pay withheld during the suspension period to be reinstated retroactively in the event pending termination is rescinded or is not completed by the end of the notice period) or be placed on administrative leave with pay in the case of a pending termination pursuant to clauses (A), (E), (F), or (G) within the Definition of Cause. (iii) The Executive may resign for “Good Reason” by giving the Company thirty (30) business days’ prior written notice and, during such thirty-day period, an opportunity to cure. (iv) The date of termination of employment by the Company for purposes of Section 5 shall be the date that the written notice of termination from the Company communicated by delivery to the Executive is writtenof a written notice from the Employer stating that the Executive will be terminated for Cause, specifying the particulars thereof and the Company agrees to use all good faith efforts to deliver the effective date of such termination; provided, however, that no such written notice to shall be effective unless the cure period specified in clause (u) or (v) of the definition of “Cause” contained in this Section 5(a) (if applicable) has expired without the Executive as soon as possible after having corrected the notice is writtenevent or events subject to cure. The date of a resignation by the Executive for purposes of Section 5 without Good Reason shall be the later of the date specified in the a written notice of resignation from the Executive to the Company or Employer; provided, however, that the date Executive shall provide at least 30 days’ advance written notice is received by the Companyof resignation without Good Reason.

Termination for Cause; Resignation Without Good Reason. (i) If the Executive’s 's employment is terminated by the Company for Cause or if the Executive resigns from his employment for any reason other than for Good Reason or after a Change of Control, the Executive shall have no right to receive compensation or other benefits for any period after such Termination for Cause or resignation for any reason other than for Good Reason or after a Change of Control except as may be required by law and except that the Executive’s 's rights to exercise his stock options or vest in restricted stock in the event his employment terminates shall be governed by the Independent Bank Corp. 2005 Employee Stock Plan and/or any other relevant stock option plan, as appropriate equity-based compensation plan (the “PlansEquity Plan”) and the relevant stock option or restricted stock agreement. (ii) The Company may terminate the Executive for Cause by giving the Executive thirty (30) business days’ ' prior written notice, during which period the Company shall give the Executive an opportunity to cure and a reasonable opportunity to be heard by the Compensation Committee of the Board to show just cause for his actions, and to have the Compensation Committee of the Board, in its discretion, reverse or rescind the prior action of the Company terminating the Executive for Cause. During the thirty (30) notice period, the Executive may at the discretion of the Company be suspended without pay in the case of a pending termination pursuant to clauses (B), (C), or (D) within the Definition definition of Cause (with all pay withheld during the suspension period to be reinstated retroactively in if the event pending termination is rescinded or is not completed by the end of the notice periodrescinded) or be placed on administrative leave with pay in the case of a pending termination pursuant to clauses (A), (E), (F), or (G) within the Definition definition of Cause. (iii) The Executive may resign for “without Good Reason” Reason by giving the Company thirty at least fourteen (3014) business days’ days prior written notice and, during such thirty-day period, an opportunity to curenotice. (iv) The date of termination of employment by the Company for purposes of Section 5 5(a) shall be the date that specified by the Company in its written notice of termination from to the Company Executive, which shall be given to the Executive is written, and the Company agrees to use all good faith efforts to deliver the written notice to the Executive as soon as possible after the notice is writtenin accordance with Section 5(a)(ii). The date of a resignation by the Executive for purposes of Section 5 shall be the later of the date specified in the written notice of resignation from the Executive to the Company or the date notice is received by the Company.

Termination for Cause; Resignation Without Good Reason. (i) If the Executive’s employment is terminated by the Company for Cause or if the Executive resigns from his employment for any reason other than for Good Reason or after a Change of Control, the Executive shall have no right to receive compensation or other benefits for any period after such Termination for Cause or resignation for any reason other than for Good Reason or after a Change of Control except as may be required by law and except that the Executive’s rights to exercise his stock options in the event his employment terminates shall be governed by the Independent Bank Corp. 2005 Employee Stock Plan and/or any other relevant stock option plan, as appropriate (the “Plans”) and the relevant stock option agreement. (ii) The Company may terminate Executive’s employment under this Agreement with or without Cause at any time and Executive may resign under this Agreement with or without Good Reason (as defined below) at any time. As used herein, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, conviction for, or the commission of, a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; (ii) a material breach by Executive of a fiduciary duty owed to the Company or any of its subsidiaries; (iii) a material breach by Executive of this Agreement, including without limitation any of the restrictive covenants made by Executive in Section 2 below; (iv) the willful or gross neglect by Executive of the material duties required by this Agreement; or (v) a knowing and material violation by Executive of any Company policy pertaining to ethics, legal compliance, wrongdoing or conflicts of interest. A purported termination of Executive’s employment for Cause shall not be effective and shall be deemed to be without Cause unless (x) the Company provides written notice to Executive of the specific facts alleged by the Company to constitute Cause and such notice is delivered to Executive no more than 90 days after the Company has actual knowledge of such facts, (y) with respect to items (ii) through (v) above, Executive has been given an opportunity of not less than 30 days after receipt of such notice to cure the circumstances alleged to give rise to Cause, and the Company has cooperated in good faith with the Executive’s efforts to cure such condition or circumstance, but only to the extent that such circumstances are reasonably curable, and (z) the final decision to terminate Executive for Cause by giving is approved at a special meeting of the Board called specifically for such purpose at which Executive thirty (30) business days’ prior written notice, during which period the Company shall give the Executive and his counsel are given an opportunity to cure speak and a reasonable opportunity to be heard by the Compensation Committee of the Board to show just cause for his actions, and to have the Compensation Committee of the Board, in its discretion, reverse or rescind the prior action of the Company terminating the Executive for Cause. During the thirty (30) notice period, the Executive may at the discretion of the Company be suspended without pay in the case of a pending termination pursuant to clauses (B), (C), or (D) within the Definition of Cause (with all pay withheld during the suspension period to be reinstated retroactively in the event pending termination which is rescinded or is not completed by held no earlier than 30 days following the end of the notice applicable cure period) or be placed on administrative leave with pay in the case of a pending termination pursuant to clauses . Upon Executive’s (A), (E), (F), or (G) within the Definition of Cause. (iii) The Executive may resign for “Good Reason” by giving the Company thirty (30) business days’ prior written notice and, during such thirty-day period, an opportunity to cure. (iv) The date of termination of employment by the Company for purposes of Section 5 shall be the date that the written notice of termination from the Company Cause prior to the Executive is written, and expiration of the Company agrees to use all good faith efforts to deliver the written notice Term or (B) resignation without Good Reason prior to the Executive as soon as possible after the notice is written. The date of a resignation by the Executive for purposes of Section 5 shall be the later expiration of the date specified Term, in the written notice of resignation from the Executive to the Company or the date notice is received any case, this Agreement shall terminate without further obligation by the Company, except for the payment of any Accrued Obligations in a lump sum in cash within 30 days of such termination.

Termination for Cause; Resignation Without Good Reason. (i) If the Executive’s 's employment is terminated by the Company for Cause Cause, or if the Executive resigns from his employment with the Company other than for Good Reason, the Executive shall be entitled to payment of his salary through and including the date of termination or resignation as well as any reason unreimbursed expenses and any bonus earned in respect of a prior year and not yet paid. The Executive shall not be entitled to a bonus for the year in which termination for Cause or resignation other than for Good Reason occurs. Except to the extent required by the terms of any grant of Options or after a Change of Controlother equity-based awards to the Executive or under applicable law, and except for the Executive's rights in the annuity contract provided for in Section 2 above, the Executive shall have no right under this Agreement or otherwise to receive any other compensation (including without limitation the Supplemental Payment) or to participate in any other compensation or other benefits for any period benefit plan, program or arrangement of the Company after such Termination for Cause termination or resignation for any reason other than for Good Reason of employment with respect to the year of such termination or after a Change of Control except as may be required by law resignation and except that the Executive’s rights to exercise his stock options in the event his employment terminates shall be governed by the Independent Bank Corp. 2005 Employee Stock Plan and/or any other relevant stock option plan, as appropriate (the “Plans”) and the relevant stock option agreementlater years. (ii) The Company may terminate the Executive Notwithstanding termination for Cause by giving the Executive thirty (30) business days’ prior written notice, during which period the Company shall give the Executive an opportunity to cure and a reasonable opportunity to be heard by the Compensation Committee of the Board to show just cause or resignation other than for his actions, and to have the Compensation Committee of the Board, in its discretion, reverse or rescind the prior action of the Company terminating the Executive for Cause. During the thirty (30) notice periodGood Reason, the Executive may at the discretion of the Company be suspended without pay shall retain his rights in the case of a pending termination pursuant to clauses (B), (C), or (D) within the Definition of Cause (with all pay withheld during the suspension period to be reinstated retroactively supplemental annuity described in the event pending termination is rescinded or is not completed by the end of the notice period) or be placed on administrative leave with pay in the case of a pending termination pursuant to clauses (A), (E), (F), or (G) within the Definition of CauseSection 2 above. (iii) The Executive may resign Termination of the Executive's employment for “Good Reason” by giving the Company thirty (30) business days’ prior written notice and, during such thirty-day period, an opportunity to cure. (iv) The date of termination of employment by the Company for purposes of Section 5 Cause shall be the date that the written notice of termination from the Company communicated by delivery to the Executive is written, of a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and the Company agrees to use all good faith efforts to deliver the written held for such purpose (after reasonable notice to the Executive as soon as possible after and reasonable opportunity for the notice Executive, together with the Executive's counsel, to be heard before the Board prior to such vote), finding that in the good faith opinion of the Board an event constituting Cause has occurred and specifying the particulars thereof (a "NOTICE OF TERMINATION"). If the event constituting Cause is written. The of the type described in clause (i) or clause (ii) of the definition of Cause in Section 7 below and which in the good faith judgment of the Board is capable of being cured, the Executive shall have 20 business days from the date of receipt of such Notice of Termination to effect a resignation cure of the event described therein and, upon cure thereof by the Executive to the reasonable satisfaction of the Board, such event shall no longer constitute Cause for purposes of Section 5 this Agreement. The Executive shall be the later of the date specified in the provide at least 90 days' advance written notice of resignation from the Executive to the Company or the date notice is received by the Companywithout Good Reason.

Termination for Cause; Resignation Without Good Reason. (i) If the Executive’s employment is terminated by the Company for Cause or if the Executive resigns from his employment for any reason other than for Good Reason or after a Change of ControlReason, the Executive shall have no right to receive compensation or other benefits for any period after such Termination for Cause or resignation for any reason other than for Good Reason or after a Change of Control except as may be required by law and except that the Executive’s rights to exercise his stock options or vest in other equity awards in the event his employment terminates shall be governed by the Independent Bank Corp. 2005 Employee Stock relevant Equity Plan and/or any other relevant stock option plan, as appropriate (the “Plans”) and the relevant stock option award agreement. (ii) The Company may terminate the Executive for Cause by giving the Executive thirty (30) business days’ prior written notice, during which period the Company shall give the Executive an opportunity to cure and a reasonable opportunity to be heard by the Compensation Committee of the Holding Company Board to show just cause for his actions, and to have the Compensation Committee of the Holding Company Board, in its discretion, reverse or rescind the prior action of the Company terminating the Executive for Cause. During the thirty (30) 30)-day notice period, the Executive may at the discretion of the Company be suspended without pay in the case of a pending termination pursuant to clauses clause (B), (C), or (D) within the Definition definition of Cause (with all pay withheld during the suspension period to be reinstated retroactively in if the event pending termination is rescinded or is not completed by the end of the notice periodrescinded) or be placed on administrative leave with pay in the case of a pending termination pursuant to clauses clause (A), (E), (F), or (G) within the Definition definition of Cause. (iii) The Executive may resign for “without Good Reason” Reason by giving the Company at least thirty (30) business days’ days prior written notice and, during such thirty-day period, an opportunity to curenotice. (iv) The date of termination of employment by the Company for purposes of Section 5 5(a) shall be the date that specified by the Company in its written notice of termination from to the Company Executive, which shall be given to the Executive is written, and the Company agrees to use all good faith efforts to deliver the written notice to the Executive as soon as possible after the notice is writtenin accordance with Section 5(a)(ii). The date of a resignation by the Executive for purposes of Section 5 shall be the later of the date specified in the written notice of resignation from the Executive to the Company or the date notice is received by the Company.

Termination for Cause; Resignation Without Good Reason. (i) If At any time, the Company may terminate the Executive’s employment is terminated hereunder for Cause (as defined in this Section 6) or the Executive may voluntarily terminate his employment hereunder without Good Reason (as defined in this Section 6). In such event, the Term will end on the date of any such termination. For purposes of this Agreement, “Cause” shall be defined as any of the following actions by the Company for Cause or if Executive: (i) a material breach by the Executive resigns from of his employment for any reason obligations under this Agreement, (ii) the continuing and willful refusal or failure (other than for Good Reason during reasonable periods of illness, disability or after vacation) by Executive to perform his duties or take any action hereunder or under any lawful and reasonable direction of the Board, a Change duly constituted committee of Controlthe Board, or the Executive shall have no right to receive compensation CEO of the Company, (iii) Executive’s habitual drunkenness or other benefits for any period after such Termination for Cause or resignation for any reason other than for Good Reason or after a Change of Control except as may be required by law and except that substance abuse which, in either case, adversely affects the Executive’s rights to exercise performance of his stock options in the event his employment terminates shall be governed by the Independent Bank Corp. 2005 Employee Stock Plan and/or any other relevant stock option planjob responsibilities, as appropriate provided such actions (the “Plans”if capable of being remedied) and the relevant stock option agreement. (ii) The Company may terminate the Executive for Cause by giving the Executive are not remedied within thirty (30) business days’ prior days after receipt by the Executive of written notice, during which period notice from the Company shall give specifying the Executive an opportunity to cure and a reasonable opportunity to be heard by the Compensation Committee nature of the Board to show just cause for his such actions, and to have (iv) charging of Executive of a felony by means of indictment or similar action, including, without limitation, filing of a criminal information, commencing a criminal felony proceeding against Executive if, in the Compensation Committee judgment of the Board, in its discretion, reverse or rescind the prior action such charging of the Company terminating Executive would substantially interfere with the effectiveness of the Executive for Cause. During as Chief Financial Officer of the Company, or conviction of Executive of a felony or plea by the Executive of guilty or nolo contendere with respect to a felony charge, (v) Executive’s commission of a fraud, theft against or embezzlement from the Company, (vi) any intentional misconduct by the Executive (other than misconduct undertaken at the express direction of the Board) which would in the good faith opinion of the Board or the Company’s counsel tend to make the Company liable to any person under any state or federal law relating to sexual harassment or age, sex or other prohibited discrimination, provided that such actions (if capable of being remedied) are not remedied, within thirty (30) days after receipt by the Executive of written notice periodfrom the Company specifying the nature of such actions, (vii) any intentional and continuous violation in any material respect of any written policy of the Company or any successor entity adopted in respect to any law referred to in clause (vi) above, (viii) any conduct which, in the good faith opinion of the Board or the Company’s counsel, the Executive may at the discretion of the Company be suspended without pay in the case knows or should know (either as a result of a pending termination pursuant to clauses (B), (C), or (D) within the Definition of Cause (with all pay withheld during the suspension period to be reinstated retroactively in the event pending termination is rescinded or is not completed prior warning by the end of the notice period) or be placed on administrative leave with pay in the case of a pending termination pursuant to clauses (A), (E), (F), or (G) within the Definition of Cause. (iii) The Executive may resign for “Good Reason” by giving the Company thirty (30) business days’ prior written notice and, during such thirty-day period, an opportunity to cure. (iv) The date of termination of employment by the Company for purposes of Section 5 shall be the date that the written notice of termination from the Company to the Executive is written, and the Company agrees to use all good faith efforts to deliver the written notice to the Executive as soon as possible after the notice is written. The date of a resignation by the Executive for purposes of Section 5 shall be the later of the date specified in the written notice of resignation from the Executive to the Company or the date notice is received flagrant nature of the conduct) violates applicable law or causes the Company to violate applicable law, or (ix) any intentional violation of Section 7 or 8 hereof by the Executive. The Company’s continued employment of Executive shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Cause hereunder.