Back to top

THE COMMUNITY BANK CHANGE IN CONTROL AGREEMENT

Change of Control Agreement

THE COMMUNITY BANK CHANGE IN CONTROL AGREEMENT | Document Parties: CAMPELLO BANCORP, INC. | COMMUNITY BANK You are currently viewing:
This Change of Control Agreement involves

CAMPELLO BANCORP, INC. | COMMUNITY BANK

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: THE COMMUNITY BANK CHANGE IN CONTROL AGREEMENT
Governing Law: Massachusetts     Date: 7/17/2008

THE COMMUNITY BANK CHANGE IN CONTROL AGREEMENT, Parties: campello bancorp  inc. , community bank
50 of the Top 250 law firms use our Products every day

Exhibit 10.6

Form of Two Year Change in Control Agreement

THE COMMUNITY BANK

CHANGE IN CONTROL AGREEMENT

FOR

 

 

This Change in Control Agreement (the “Agreement”) is made effective as of the      day of                      , 2008 (the “Effective Date”), by and between The Community Bank (the “Bank”), a Massachusetts Cooperative Bank (the “Bank”) with its principal administrative office at Brockton, Massachusetts, and                      (“Executive”). The Bank is a wholly-owned subsidiary of Campbello Bancorp, a Massachusetts corporation (the “Company”).

WHEREAS, the Bank recognizes the substantial contributions the Executive has made to 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:

 

1. TERM OF AGREEMENT

The term of this Agreement shall be twenty-four (24) 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 twenty-four month period thereafter (each a “Renewal Term”), this Agreement will be renewed automatically for an additional twenty-four-month period, unless the Board or the Executive elects not to extend the term of the Agreement at the conclusion of the Initial Term or any subsequent Renewal Term by giving written notice to the other party at least ninety (90) days prior to the last day of the Initial Term or any such Renewal Term as the case may be (a “Non-Renewal Notice”).

 

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 of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s Board of Directors; 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

Executive shall have the right to voluntarily terminate his/her employment upon the occurrence at any time within two (2) years after a Change in Control 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 twenty-five (25) 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 Bank.

Notwithstanding the foregoing, termination for Good Reason shall not be effective under this Section 3 unless Executive gives 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 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.

 

4. TERMINATION FOR CAUSE

Executive shall not have the right to receive termination benefits pursuant to Section 5 hereof upon termination for Cause at any time following the occurrence of a Change in Control. As used herein, “Cause shall mean termination because of, in the good faith determination of the Board, Executive’s: (1) material act of dishonesty in performing Executive’s duties on behalf of the Company and the Bank; (2) willful misconduct that in the judgment of the Board will likely cause economic damage to the Company and the Bank or injury to the business reputation of the Company and the Bank; (3) breach of fiduciary duty involving personal profit; (4) intentional failure to perform stated duties after written notice thereof from the Board; or (5) 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.

 

2

 


Notwithstanding the foregoing, Executive’s termination for Cause will not become effective unless the Bank has delivered to Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the Board finding that Executive was guilty of the conduct described above and specifying the particulars of such conduct.

 

5. SEVERANCE BENEFITS UPON TERMINATION AFTER CHANGE IN CONTROL

(a) Upon the occurrence of a Change in Control, followed within two (2) years after such occurrence by (i) Executive’s voluntary termination for Good Reason or (ii) involuntary termination of Executive’s employment other than for


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more