Exhibit 10.5.2
LEGACY BANCORP, INC.
EMPLOYMENT AGREEMENT
This AGREEMENT
(“Agreement”) is made effective as of
, 2005, by and between Legacy Bancorp, Inc. (the “Holding
Company”), a corporation organized under the laws of
Delaware, with its principal offices at 99 North Street,
Pittsfield, Massachusetts, 01202 and Michael A. Christopher
(“Executive”). Any reference to
“Institution” or “Bank” herein shall mean
Legacy Banks or any successor thereto.
WHEREAS, the Holding Company wishes
to assure itself of the services of Executive for the period
provided in this Agreement; and
WHEREAS, Executive is willing to
serve in the employ of the Holding Company on a full-time basis for
said period.
NOW, THEREFORE, in consideration of
the mutual covenants herein contained, and upon the other terms and
conditions hereinafter provided, the parties hereby agree as
follows:
|
1.
|
POSITION AND
RESPONSIBILITIES.
|
During the period of Executive’s
employment hereunder, Executive agrees to serve as Chief Operating
Officer and President of the Holding Company. Executive shall
render administrative and management services to the Holding
Company such as are customarily performed by persons in a similar
executive capacity. During said period, Executive also agrees to
serve, if elected, as an officer or director of any subsidiary of
the Holding Company.
(a) The period of Executive’s
employment under this Agreement shall be deemed to have commenced
as of the date first above written and shall continue for a period
of thirty-six (36) full calendar months thereafter. Commencing on
the first anniversary date of this Agreement, and continuing on
each anniversary thereafter, the Agreement shall automatically
renew for a successive term of three (3) years, unless either party
gives notice to the other party at least sixty (60) days prior to
the expiration of the initial or any renewal term that this
Agreement shall not renew.
(b) During the period of
Executive’s employment hereunder, except for periods of
absence occasioned by illness, reasonable vacation periods, and
reasonable leaves of absence, Executive shall devote substantially
all his business time, attention, skill, and efforts to the
faithful performance of his duties hereunder, including activities
and services related to the organization, operation and management
of the Holding Company and its direct or indirect subsidiaries
(“Subsidiaries”) and participation in community,
professional and civic organizations; provided, however, that, with
the approval of the Board, as evidenced by a resolution of such
Board, from time to time, Executive may serve, or continue to
serve, on the boards of directors of, and hold any other offices or
positions in, companies or organizations, which, in such
Board’s judgment, will not present any conflict of interest
with the Holding
1
Company or its Subsidiaries, or materially
affect the performance of Executive’s duties pursuant to this
Agreement.
(c) Notwithstanding anything herein
contained to the contrary, Executive’s employment with the
Holding Company may be terminated by the Holding Company or
Executive during the term of this Agreement, subject to the terms
and conditions of this Agreement. However, Executive shall not
perform, in any respect, directly or indirectly, during the
pendency of his temporary or permanent suspension or termination
from the Institution, duties and responsibilities formerly
performed at the Institution as part of his duties and
responsibilities as Chief Operating Officer and President of the
Holding Company.
|
3.
|
COMPENSATION
AND REIMBURSEMENT.
|
(a) The Bank shall pay Executive as
compensation a salary of not less than $213,500 per year
(“Base Salary”) payable in accordance with the normal
payroll practices of the Bank. Base Salary shall include any
amounts of compensation deferred by Executive under any
tax-qualified retirement or welfare benefit plan or any other
deferred compensation arrangement maintained by the Bank. During
the period of this Agreement, Executive’s Base Salary shall
be reviewed at least annually; the first such review will be made
no later than one year from the date of this Agreement. Such review
shall be conducted by the Board or by a committee of the Board
delegated such responsibility by the Board. The committee or the
Board may increase Executive’s Base Salary. Any increase in
Base Salary shall become the “Base Salary” for purposes
of this Agreement. In addition to the Base Salary provided in this
Section 3(a), the Holding Company shall also provide Executive, at
no premium cost to Executive, with all such other benefits as
provided uniformly to permanent full-time employees of the Holding
Company and its Subsidiaries.
(b) Executive shall be entitled to
participate in an equitable manner with all other executive
officers of the Holding Company in discretionary bonuses as
authorized and declared by the Board to executive employees. No
other compensation provided for in this Agreement shall be deemed a
substitute for Executive’s right to participate in such
bonuses when and as declared by the Holding Company
Board.
(c) Executive shall be entitled to
participate in any employee benefit plans, arrangements and
perquisites substantially equivalent to those in which Executive
was participating or otherwise deriving benefit from immediately
prior to the beginning of the term of this Agreement, and the
Holding Company will not, without Executive’s prior written
consent, make any changes in such plans, arrangements or
perquisites which would materially adversely affect
Executive’s rights or benefits thereunder; except to the
extent such changes are made applicable to all participants on a
non-discriminatory basis. Without limiting the generality of the
foregoing provisions of this Subsection (d), Executive shall be
entitled to participate in or receive benefits under all plans
relating to stock options, restricted stock awards, stock
purchases, pension, thrift, supplemental retirement,
profit-sharing, employee stock ownership, group life insurance,
medical and other health and welfare coverage, education, cash or
stock bonuses that are now or hereafter made available by the
Holding Company in the future to its senior executives and key
management employees, subject to and on a basis consistent with the
terms, conditions and overall administration of such plans and
arrangements. Nothing paid to
2
Executive under any such plan or arrangement
will be deemed to be in lieu of other compensation to which
Executive is entitled under this Agreement.
|
4.
|
PAYMENTS TO
EXECUTIVE UPON AN EVENT OF TERMINATION.
|
(a) Upon the occurrence of an Event
of Termination (as herein defined) during Executive’s term of
employment under this Agreement, the provisions of this Section
shall apply. As used in this Agreement, an “Event of
Termination” shall mean and include any one or more of the
following: (i) the termination by the Holding Company of
Executive’s full-time employment hereunder for any reason
other than termination governed by Section 5(a) hereof, or for
Cause, as defined in Section 7 hereof; (ii) Executive’s
resignation from the Holding Company’s employ, upon, any (A)
failure to elect or reelect or to appoint or reappoint Executive as
Chief Operating Officer and President unless consented to by
Executive, (B) a material change in Executive’s function,
duties, or responsibilities with the Holding Company or its
Subsidiaries, which change would cause Executive’s position
to become one of lesser responsibility, importance, or scope from
the position and attributes thereof described in Section 1, above,
unless consented to by Executive, (C) a relocation of
Executive’s principal place of employment by more than 30
miles from its location at the effective date of this Agreement,
unless consented to by Executive, (D) a material reduction in the
benefits and perquisites to Executive from those being provided as
of the effective date of this Agreement, unless consented to by
Executive, (E) a liquidation or dissolution of the Holding Company
or the Institution, or (F) breach of this Agreement by the Holding
Company. Upon the occurrence of any event described in clauses (A),
(B), (C), (D), (E) or (F), above, Executive shall have the right to
elect to terminate his employment under this Agreement by
resignation upon not less than sixty (60) days prior written notice
given within six full calendar months after the event giving rise
to said right to elect.
(b) Upon the occurrence of an Event
of Termination, on the Date of Termination, as defined in Section
8, the Holding Company shall be obligated to pay Executive, or, in
the event of his subsequent death, his beneficiary or
beneficiaries, or his estate, as the case may be, an amount equal
to the sum of:
(i) the Base Salary and bonuses, in
accordance with Sections 3(a) and 3(b), respectively, that would
have been paid to Executive for the remaining term of this
Agreement had the Event of Termination not occurred;
plus
(ii) the value, as calculated by a
recognized firm customarily performing such valuation, of any stock
options which as of the Date of Termination, have been granted to
Executive but are not exercisable by Executive and the value of any
restricted stock awards which have been granted to Executive, but
in which Executive does not have a non-forfeitable or fully-vested
interest as of the Date of Termination;
At the election of Executive, which election is
to be made prior to an Event of Termination, such payments shall be
made in a lump sum. In the event that no election is made, payment
to Executive will be made on a monthly basis in approximately equal
installments during the remaining term of the Agreement. Such
payments shall not be reduced in the event Executive obtains other
employment following termination of employment.
3
(c) Upon the occurrence of an Event
of Termination, the Holding Company will cause to be continued
life, medical, dental and disability coverage substantially
equivalent to the coverage maintained by the Holding Company or its
Subsidiaries for Executive prior to his termination at no premium
cost to Executive. Such coverage shall cease upon the expiration of
the remaining term of this Agreement.
(a) For purposes of this Agreement,
a “Change in Control” shall mean an event of a nature
that: (i) would be required to be reported in response to Item
5.01(a) of the current report on Form 8-K, as in effect on the date
hereof, pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (the “Exchange Act”); or (ii) results in a
Change in Control of the Bank or the Holding Company within the
meaning of the Change in Bank Control Act and the Rules and
Regulations promulgated by the Federal Deposit Insurance
Corporation (“FDIC”) at 12 C.F.R. ss. 303.4(a) with
respect to the Bank and the Rules and Regulations promulgated by
the Office of Thrift Supervision (“OTS”) (or its
predecessor agency), with respect to the Holding Company, as in
effect on the date of this Agreement, or (iii) without limitation
such a Change in Control shall be deemed to have occurred at such
time as (A) any “person” (as the term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Bank or
the Holding Company representing 20% or more of the Bank’s or
the Holding Company’s outstanding securities except for any
securities of the Bank purchased by the Holding Company in
connection with the conversion of the Bank to the stock form and
any securities purchased by any tax qualified employee benefit plan
of the Bank; or (B) individuals who constitute the Board of
Directors on the date hereof (the “Incumbent Board”)
cease for any reason to constitute at least a majority thereof,
provided that any person becoming a director subsequent to the date
hereof whose election was approved by a vote of at least
three-quarters of the directors comprising the Incumbent Board, or
whose nomination for election by the Holding Company’s
stockholders was approved by the same Nominating Committee serving
under an Incumbent Board, shall be, for purposes of this clause
(B), considered as though he were a member of the Incumbent Board;
or (C) a plan of reorganization, merger, consolidation, sale of all
or substantially all the assets of the Bank or the Holding Company
or similar transaction occurs in which the Bank or Holding Company
is not the resulting entity; or (D) solicitations of shareholders
of the Holding Company, by someone other than the current
management of the Holding Company, seeking stockholder approval of
a plan of reorganization, merger or consolidation of the Holding
Company or Bank or similar transaction with one or more
corporations as a result of which the outstanding shares of the
class of securities then subject to the plan or transaction are
exchanged for or converted into cash or property or securities not
issued by the Bank or the Holding Company shall be distributed; or
(E) a tender offer is made for 20% or more of the voting securities
of the Bank or the Holding Company.
(b) If a Change in Control has
occurred pursuant to Section 5(a) or the Board has determined that
a Change in Control has occurred, Executive shall be entitled to
the benefits provided in paragraphs (c) and (d), of this Section 5
upon his subsequent termination of employment at any time during
the term of this Agreement due to (i) Executive’s dismissal,
or (ii) Executive’s voluntary resignation following any
demotion, loss of title, office or significant authority or
responsibility, reduction in the annual compensation or reduction
in benefits or
4
relocation of his principal place of employment
by more than 30 miles from its location immediately prior to the
change in control, unless such termination is because of his death
or Termination for Cause.
(c) Upon Executive’s
entitlement to benefits pursuant to Section 5(b), the Holding
Company shall pay Executive, or in the event of his
subse
