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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:
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.
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.
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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
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