INDEPENDENT BANK CORP. EXECUTIVE OFFICER TIME VESTING RESTRICTED STOCK AGREEMENT Notification and Acceptance of Restricted Stock Award

The Restricted Shares shall immediately and fully vest if a “Change of Control” of the Company occurs. A “Change of Control” shall be deemed to have occurred if, subsequent to the Effective Date and during the Vesting Period (A) any “person” (as such term is defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) is or becomes the beneficial owner, directly or indirectly, of either (x) a majority of the outstanding common stock of the Company or Rockland Trust Company (“Rockland”), or (y) securities of either the Company or Rockland representing a majority of the combined voting power of the then outstanding voting securities of either the Company or Rockland, respectively, or (B) during any period of two consecutive years following the Effective Date, individuals who at the beginning of any such two year period constitute the Board of Directors of the Company cease, at any time after the beginning of such period, for any reason to constitute a majority of the Board of Directors of the Company, unless the election of each new director was nominated or approved by at least two thirds of the directors of the Board then still in office who were either directors at the beginning of such two year period or whose election or whose nomination for election was previously so approved.

In the event any Restricted Shares would otherwise vest pursuant to Section 2(e) hereof and the Change of Control pursuant to which the Restricted Shares would vest is an event described in Section 280G(b)(2)(A)(i) of the Code, notwithstanding anything to the contrary contained herein, then in lieu of vesting, such Restricted Shares shall be cancelled and the Company shall pay the Employee therefor an amount equal to the fair market value (as defined in the Plan) of the shares of Common Stock as of the date of the Change of Control; provided, however, that such Change of Control must also satisfy the definition of “change in control” set forth in Treasury Regulations Section 1.409A-3(i)(5) for a payment to be made under this Section. Any payment hereunder shall be made to Employee in cash no more than thirty (30) days after the date of the Change of Control.

In the event any amount payable as compensation to the Employee under this Agreement when aggregated with any other amounts payable as compensation to the Employee other than pursuant to this Agreement would constitute a Parachute Payment (as hereinafter defined), the amount payable as compensation under Section 2 of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment (as hereinafter defined) when aggregated with any other amounts payable as compensation to the Employee other than pursuant to this Agreement. For purposes hereof, the term Parachute Payment shall have the meaning given to parachute payments set out in Code Section 280G(b)(2)(A) (relating to the quantification of parachute payments) as then in effect determined without regard to the provisions of Section 280G(b)(4) of the Code (relating to the exclusion of reasonable compensation from parachute payments) as then in effect. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Employee proves to the satisfaction of the Compensation Committee of the Company’s Board of Directors (if no such Compensation Committee then is in existence, then any other committee of the Board of Directors of Company then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment within the meaning of such term as defined in Section 280G(b)(2)(A) of the Code as then in effect determined with regard to the provisions of Section 280G(b)(4) of the Code as then in effect and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the said Compensation Committee determines will result in the largest amount which would not constitute a parachute payment within the meaning of such term as defined in Section 280G(b)(2)(A) of the as then in effect determined with regard to the provisions of Section 280G(b)(4) of the Code as then in effect.

Notwithstanding anything contained in the Plan to the contrary, there will be an automatic and immediate forfeiture of Restricted Shares that have not yet vested at the time the Employee’s employment is terminated by the Company (including for purposes of this Section 4(a), any of the Company’s subsidiaries) for Cause, as defined below in Section 4(a)(ii),

Termination for “Cause” shall refer to the Company’s termination of the Employee’s service with the Company at any time because the Employee has: (A) refused or failed, in any material respect, to devote his/her full normal working time, skills, knowledge, and abilities to the business of the Company, its subsidiaries and affiliates, and in promotion of their respective interests pursuant to the Employee’s employment agreement; or (B) engaged in (1) activities involving his/her personal profit as a result of his/her dishonesty, incompetence, willful misconduct, willful violation of any law, rule or regulation or breach of fiduciary duty, or (2) dishonest activities involving the Employee’s relations with the Company, its subsidiaries and affiliates or any of their respective employees, customers or suppliers; or (C) committed larceny, embezzlement, conversion or any other act involving the misappropriation of Company or customer funds in the course of his/her employment; or (D) been convicted of any crime which reasonably could affect in a materially adverse manner the reputation of the Company or the Employee’s ability to perform the duties required of him/her under the Employee’s employment agreement; or (E) committed an act involving gross negligence on the part of the Employee in the conduct of his/her duties under the Employee’s employment agreement; or (F) evidenced a drug addiction or dependency; or (G) materially breached the terms of any written employment agreement he/she has with the Company; provided, however, that, the Company shall give the Employee thirty (30) business days’ written notice thereof during which period the Employee, and the Company shall give the Employee an opportunity to cure within such thirty-day period, and a reasonable opportunity to be heard by the Compensation Committee of the Board to show just cause for his/her actions, and to have the Compensation Committee of the Board, in its discretion, reverse or rescind the prior action of the Company under the clause(s).

Resignation for “Good Reason” shall mean the resignation of the Employee after (A) the Company or its subsidiaries, without the express written consent of the Employee, materially breaches any terms of any written employment agreement he/she has with the Company to the substantial detriment of the Employee; or (B) the Board or the President and Chief Executive Officer, without Cause (as defined in Section 4(a)(ii) above), substantially changes the Employee’s core duties or removes the Employee’s responsibility for those core duties, so as to effectively cause the Employee to no longer be performing the duties of an Employee in the capacity for which the Employee was hired; provided, however, that, in the case of resignation pursuant to this subsection (iii), the Employee shall give the Company thirty (30) business days’ written notice thereof and, during such thirty day period, an opportunity to cure. Anything to the contrary notwithstanding, any reduction in the Employee’s base salary other than a prorated reduction for part time work