EXHIBIT 10.1
CHANGE IN CONTROL AGREEMENT
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THIS CHANGE IN
CONTROL AGREEMENT (this "Agreement") is made as of
____________________,
2008 (the "Effective Date") by and between SALISBURY BANK
AND TRUST COMPANY, a Connecticut chartered bank and trust company
with its main
office at 5 Bissell Street, P.O. Box 1868, Lakeville, Connecticut 06039 (the
"Bank") and
________________ of
______________,
_______________,
___________
(the "Executive").
WHEREAS, the Executive
is currently rendering services to the Bank and
serves as a member of the executive management team of the
Bank;
WHEREAS, the Executive has been employed by the Bank for at least
three
years;
WHEREAS, the Board of
Directors of the Bank (the "Board") recognizes
that there may be
circumstances other
than a voluntary
disposition by sale or
merger of the Bank due to economic or financial exigencies in which an
unsought
change in control in the Bank or in Salisbury Bancorp, Inc., the parent bank
holding company of the
Bank, is possible
and that the
possibility
of such a
change in control may create uncertainty and may result in the distraction or
departure of
management
personnel to the detriment of the Bank and the
shareholders of Salisbury Bancorp, Inc.;
WHEREAS, the Board has
determined
that appropriate steps should be
taken to reinforce and
encourage the continued dedication of members of the
Bank's executive
management
team, including the Executive to their
assigned
duties in the face of potential circumstances involving the
possibility of such
an unsought change in control;
WHEREAS, the Bank
wishes to avoid
any distractions to Executive's
performance of
services to the Bank,
and in that interest
the Bank desires to
afford certain
protection to the
Executive in the event of a Change in Control
(as defined in Section 2).
NOW THEREFORE, to
further the above recited corporate objectives, and
for other good and
valuable
consideration, the
receipt and adequacy
of which
each party hereby acknowledges the Bank and the Executive agree as
follows:
1. Term of Agreement; Not an Employment Agreement. This Agreement
shall
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take effect when signed by all parties and shall remain in full
force and effect
until September 30, 2010, provided that in the case of any Change
in Control (as
defined in Section 2) occurring prior to September 30, 2010, this Agreement
shall remain in effect
for twelve (12) months after the date of any such Change
in Control is
consummated. The
Executive serves as an
employee at will of the
Bank. Notwithstanding
the terms set forth in
this Agreement,
in no way shall
this Agreement create
either an express or implied contract of employment with
the Bank or Salisbury Bancorp, Inc. and/or their successors. The
purpose of this
Agreement is to provide
<PAGE>
certain potential
benefits to the
Executive solely in the event of a Change in
Control (as defined in Section 2) and not to provide a contract for
employment.
2. Change in Control.
No benefits shall be
payable hereunder
unless
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there shall
have been a Change in Control as set forth below, and the
Executive's employment
with the Bank
and/or its
successor terminates or is
reassigned within twelve (12) months thereof in accordance with
Section 3 below.
For purposes of this Agreement, a "Change in Control" shall mean
the occurrence
of one or more of the following events:
(a) any "person" (as
such term is used in Section 13(d) and 14(d) (2)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act))
becomes a "beneficial
owner" (as such term is defined in Rule 13d-3
promulgated under the Exchange Act) (other than the Salisbury
Bancorp,
Inc. any trustee or other fiduciary holding securities under an
employee benefit plan
of Salisbury Bancorp,
Inc. or any
corporation
owned, directly
or indirectly, by the shareholders of Salisbury
Bancorp, Inc., in substantially the same proportions as their
ownership
of stock of Salisbury
Bancorp, Inc.), directly or indirectly, of
securities of Salisbury Bancorp, Inc. or the Bank representing
fifty
percent
(50%) or more of the combined voting power of the then
outstanding securities of Salisbury Bancorp, Inc. or the Bank;
or
(b) persons,
who as of the Effective Date, constituted Salisbury
Bancorp, Inc.'s Board
of Directors (the
"Incumbent Board")
cease for
any reason
including,
without limitation, as a result of a tender
offer, proxy contest,
merger or similar transaction, to constitute at
least a majority of
Salisbury Bancorp, Inc.'s Board of Directors,
provided that any person becoming a director of Salisbury Bancorp,
Inc.
subsequent to the
Effective Date whose election was approved by at
least a majority of the directors then comprising the Incumbent
Board
shall for purposes of this Section 2(b), be considered a member of
the
Incumbent Board; or
(c) the Board of Directors of Salisbury Bancorp, Inc. for reasons
other
than a substantial
decline in the earnings and/or stock price or
multiple or similar
indications
of economic or financial duress,
approve a merger or
consolidation of
Salisbury Bancorp,
Inc. or the
Bank with any other corporation of other entity, other than a
merger or
consolidation which
would result in the voting securities of Salisbury
Bancorp, Inc.
outstanding
immediately
prior thereto continuing to
represent (either by
remaining outstanding
or by being converted into
voting securities
of the surviving entity) more than fifty
percent
(50%) of the
combined voting power of the voting securities of
Salisbury
Bancorp, Inc.
or such surviving entity outstanding
immediately after such merger or consolidation; or
(d) the Board and/or the Board of Directors of Salisbury Bancorp,
Inc.
approve a plan
of complete liquidation of the Bank or Salisbury
Bancorp, Inc. or an
agreement for the sale or disposition by Salisbury
Bancorp, Inc. of all
or substantially
all of the assets of
Salisbury
Bancorp, Inc. or the Bank.
<PAGE>
3. Termination
Following Change in Control. If any of the events
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described in
Section 2 hereof
constituting
a Change in
Control shall have
occurred, the
Executive shall be entitled to the benefits provided for in
Section 4(a) hereof upon (i) the termination of the Executive's
employment as an
officer of the
Bank and/or its successor or (ii) the reassignment of the
Executive as provided
in this Section 3
within twelve (12)
months after such
Change in Control,
unless such employment
is terminated or the Executive is
reassigned: (a) by any regulatory authority acting with proper
jurisdiction; or
(b) by the Board or the Board of Directors of Salisbury
Bancorp, Inc. and/or
their successors for cause; or (c) because of the Executive's
death, retirement
or disability.
(a) Retirement; Disability.
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(i) Termination of employment by the Bank based on retirement,
in which event the
Executive shall receive no benefit pursuant to
Section 4, shall
mean the mandatory termination of employment in
accordance with the
retirement policy of
the Bank, including
(at the
Executive's sole
election and as set forth in writing) early
retirement, generally
applicable
to its salaried employees or in
accordance with
any retirement arrangement established with the
Executive's consent with respect to the Executive.
(ii) Termination of employment by the Bank based on
disability, in which
event the Executive shall receive no benefit
pursuant to Section 4, shall mean the Executive (i) is unable to
engage
in any substantial gainful activity by reason of any medically
determinable physical
or mental imp
