LEGACY BANCORP, INC.
AND
LEGACY BANKS
ONE-YEAR CHANGE IN CONTROL
AGREEMENT FORM
This Change in
Control Agreement (the “Agreement”) is made effective
as of the 26 th day of October, 2008 (the “Effective
Date”), by and between Legacy Bancorp, Inc., a Delaware
corporation (the “Company”), Legacy Banks (the
“Bank”), a Massachusetts-chartered savings bank (the
“Bank”) with its principal administrative office at
Pittsfield, Massachusetts, and [ ] (“Executive”). The
Bank is a wholly-owned subsidiary of the Company.
WHEREAS,
the Company and the Bank recognize the substantial contributions
the Executive has made to the Company and the Bank and wishes to
protect Executive’s position with the Bank for the period
provided in this Agreement.
NOW,
THEREFORE , in consideration of the contributions of Executive
and upon the other terms and conditions hereinafter provided, the
parties hereto agree as follows:
The term of this
Agreement shall be the earlier of twelve (12) full calendar
months from the effective date of this Agreement set forth above
(the “Initial Term”), or until the employment
relationship is terminated. Upon the expiration of the Initial Term
and so long as this Agreement remains in effect, upon the
expiration of each successive twelve-month period (each a
“Renewal Term”), this Agreement will be renewed
automatically for a successive twelve-month period, unless the
Board of Directors of each of the Bank and the Company (each a
“Board,” provided that any reference to
“Board” herein shall refer to the Bank’s Board
unless specifically noted otherwise) or the Executive elects not to
extend the term of this Agreement at the conclusion of the Initial
Term or any subsequent Renewal Term by giving written notice to the
other party prior to the last day of the Initial Term or any such
Renewal Term as the case may be (a “Non-Renewal
Notice”). Notwithstanding anything to the contrary in this
Section 1, this Agreement shall remain in effect upon the
public announcement of an event that, if consummated, would result
in a Change in Control, as defined in Section 2 hereof, and
for a period of twelve (12) months after the closing or
completion of the Change in Control.
2. CHANGE IN
CONTROL DEFINED
For purposes of
this Agreement, a “Change in Control” means any of the
following events:
(a)
Merger : The Company merges into, or consolidates with,
another corporation, or merges another corporation into the
Company, and as a result less than a majority of the combined
voting power of the resulting corporation immediately after the
merger or
consolidation
is held by persons who were stockholders of the Company immediately
before the merger or consolidation.
(b)
Acquisition of Significant Share Ownership : There is
filed, or required to be filed, a report on Schedule 13D or
13G or another form or schedule required under Sections 13(d),
13(g) or 14(d) of the Securities Exchange Act of 1934, which
schedule discloses that the filing person or persons acting in
concert has, or have become, the beneficial owner of 25% or more of
a class of the Company’s voting securities
.
(c)
Change in Board Composition : During any period of two
consecutive years, individuals who constitute the Company’s
Board at the beginning of the two-year period cease for any reason
to constitute at least a majority of the Company’s Board;
provided, however, that for purposes of this clause, each director
who is first elected by the board (or first nominated by the board
for election by the stockholders) by a vote of at least two-thirds
(2/3) of the directors who were directors at the beginning of the
two-year period shall be deemed to have also been a director at the
beginning of such period; or
(d)
Sale of Assets : The Company sells to a third party all,
or substantially all, of its assets.
3.
TERMINATION FOR GOOD REASON UPON A CHANGE IN CONTROL
Upon the
occurrence of a Change in Control, Executive shall have the right
during the remaining term of this Agreement to voluntarily
terminate his employment upon the occurrence of any of the
following events, each of which shall constitute “Good
Reason,” unless such event has been consented to by
Executive: (a) a material change in Executive’s position
to become one of lesser responsibility, importance or scope from
the position Executive held immediately prior to the Change in
Control; (b) a material reduction in Executive’s base
salary or benefits; (c) a relocation of Executive’s
principal place of employment by more than thirty (30) miles
from its location immediately prior to the Change in Control; or
(d) any other action or inaction that constitutes a material
breach of this Agreement by the Company or the Bank.
Notwithstanding
the foregoing, termination for Good Reason shall not be effective
under this Section 3 unless Executive gives the Company and/or
the Bank prior written notice of the events giving rise to
Executive’s right to elect to terminate for Good Reason. Such
prior written notice shall be given no later than ninety
(90) days after the date of the event giving rise to the right
to terminate for Good Reason, and the Company and/or the Bank shall
have thirty (30) days to remedy such condition before
Executive terminates employment, provided, however, that the Bank
can waive said 30 day period.
Executive shall
not have the right to receive termination benefits pursuant to
Section 5 hereof upon termination for Cause. As used herein,
“Cause shall mean termination because of Executive’s:
(1) material act of dishonesty in performing Executive’s
duties on behalf of the Company and the Bank or a material breach
of the Bank’s Code of Conduct or Sexual and Other
2
Non-Harassment
Policy; (2) willful misconduct that in the judgment of the
Board or the Bank Chief Executive Officer will likely cause
economic damage to the Company and the Bank or injury to the
business reputation of the Company and the Bank;
(3) incompetence, (4) breach of fiduciary duty involving
personal profit; (5) intentional failure to perform stated
duties after written notice thereof from the Board; or
(6) willful violation of any law, rule or regulation (other
than traffic violations or similar offenses) that reflect adversely
on the reputation of the Company and the Bank, any felony
conviction, any violation of law involving moral turpitude, or any
violation of a final cease-and-desist order.
Notwithstanding
the foregoing, prior to a Change in Control, Executive’s
termination for Cause will not become effective unless the Chief
Executive Officer of the Bank has delivered to Executive a copy of
a Notice of Termination, in accordance with Section 6 hereof.
Following a Change in Control, Executive shall not be deemed to
have been Terminated for Cause unless and until there shall have
been delivered to him a Notice of Termination which shall include a
copy of a resolution duly adopted by the affirmative vote of not
less than a majority of the members of the Board at a meeting of
the Board called and held for that purpose (after reasonable notice
to Executive and an opportunity for him, together with counsel, to
be heard before the Board), finding that in the good faith opinion
of the Board, Executive was guilty of conduct justifying
Termination for Cause and specifying the particulars thereof in
detail.
5. SEVERANCE
BENEFITS UPON TERMINATION AFTER CHANGE IN CONTROL
(a)
Upon the occurrence of a Change in Control, followed by
(i) Executive’s voluntary termination for Good Reason or
(ii) involuntary termination of Executive’s employment
other than for Cause
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