Exhibit 10.1
CONSULTING AND NON-COMPETE AGREEMENT
This Consulting
and Non-Compete Agreement (hereinafter the "Agreement")
dated June 1, 2009, is made by and between John F.
Perotti (hereinafter "Mr.
Perotti") and Salisbury Bancorp, Inc. (the
"Company") and Salisbury Bank and
Trust Company (the "Bank")
(collectively, "Salisbury"), in light
of the
following circumstances:
WHEREAS, Mr.
Perotti is employed by the Bank as its Chairman and Chief
Executive Officer and serves in such
capacity of its parent corporation,
Salisbury Bancorp Inc., and has loyally and
capably served the Bank for more
than 35 years and has served the Company since its inception;
WHEREAS, the Bank
and Company are deeply appreciative of his many years
of valuable service; and
WHEREAS,
to facilitate the smooth transition in
the management of
Salisbury and to maximize the retention of the customers and
goodwill which Mr.
Perotti brought to Salisbury over his career of
service, Salisbury wishes to
secure Mr. Perotti's continued
assistance to the Bank and the Company as a
consultant without unreasonably infringing on his retirement
plans;
NOW
THEREFORE, in consideration of the mutual
promises and covenants
contained herein, Mr. Perotti and the Bank, each acting of
their own free will,
hereby agree as follows:
1. As
previously disclosed by the Company, Mr. Perotti
has indicated
that he will retire June 8, 2009 and, upon his retirement,
resign any titles he
may hold as an officer or employee of Salisbury effective June 8,
2009. Upon his
retirement, Mr. Perotti shall be eligible to receive such
retirement benefits in
accordance with the provisions of the retirement plans and
programs maintained
by the Bank in which he has been participating. Mr. Perotti shall
be entitled to
all vested benefits, including any
benefits vested that accrue prior to his
retirement date. As of this date, such vested benefits are
summarized on Exhibit
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A to this Agreement.
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2. Mr.
Perotti agrees that from June 9, 2009, through
December 31,
2011, Mr. Perotti will make himself
reasonably available at times mutually
agreeable to Mr. Perotti and
Salisbury to provide consulting services
to
Salisbury as may be reasonably requested by Salisbury in order to
facilitate the
smooth transition of management for
Salisbury and assist Salisbury in the
resolution of strategic objectives and customer relationships. Mr.
Perotti shall
generally not be required to devote more than twenty
(20) hours on average per
month to his duties hereunder. Salisbury will pay
Mr. Perotti for consulting
services rendered during the term of this Agreement.
Payments shall be made in
the amount of $7,637.41 on the first day of each month
commencing July 1, 2009,
and ending February 1, 2012. During 2009 and 2010, Salisbury
will reimburse Mr.
Perotti for ordinary and necessary
expenses incurred in connection with
participation on Salisbury's behalf at the Connecticut
Bankers Association and
Connecticut Community Bankers Association
Annual Meetings, so long as such
expenses are consistent with Salisbury's policy and do
not exceed an aggregate
of $12,000.
<PAGE>
3. The Bank
agrees to allow Mr. Perotti and Mrs. Shirley
Perotti to
remain in its group health insurance plan and to
provide them coverage under
such plan at the same percentage of contribution Mr. Perotti
would have paid if
he had remained actively employed, to the extent permitted by
the plan. Mr. and
Mrs. Perotti shall remain eligible for such coverage
until Mr. Perotti reaches
age 65 and, thereafter, for the period, if any, specified by
COBRA.
4. With the
exception of the benefits described in Exhibit A of
this
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Agreement and the payments and benefits described in this
Agreement, Mr. Perotti
expressly acknowledges that he is not entitled to
any payments, benefits or
compensation, in any form for any reason, from Salisbury.
5. Mr.
Perotti agrees to execute the Form of
Release attached as
Exhibit B to this Agreement.
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6. Mr. Perotti and
Salisbury shall cooperate in the orderly transfer of
Mr. Perotti's professional
responsibilities, business files and
personal
possessions, so that his duties and responsibilities are
completed or passed on
to other Salisbury personnel by June 8, 2009. Mr. Perotti's
retirement shall not
terminate his membership on the Boards of Directors of either the
Company or the
Bank, which shall be governed by the respective
Bylaws of the Company and the
Bank, and applicable law.
7. Salisbury and
Mr. Perotti expressly acknowledge that they will
not
make any claim or demand against the other except as
otherwise provided in this
Agreement and each of them hereby waives any rights any of
them may now have or
may hereafter have or claim to have, based upon
any alleged oral alteration,
amendment, modification or any other alleged change in this
Agreement; that the
validity, effect and operation of this Agreement shall be
determined by the laws
of the State of Connecticut; and that there is no written or
oral understanding
or agreement between them as to the subject matter of this
Agreement that is not
recited herein.
8.
Except as provided otherwise in this
Agreement, if any of the
provisions, terms or clauses of
this Agreement are declared
illegal,
unenforceable or ineffective in a legal forum or
by operation of law, those
provisions, terms and clauses shall be deemed
severable, such that all other
provisions, terms and clauses of this Agreement shall
remain valid and binding
upon both parties.
9. Mr.
Perotti affirmatively states that he has had an
opportunity to
consult with competent counsel before executing this
Agreement and the Exhibits
hereto; that he has a full understanding of the
contents of this Agreement and
the Exhibits hereto and the effects thereof; that with specific
reference to his
release of any and all claims under the Age Discrimination in
Employment Act, 29
U.S.C. ss.ss.621 et. seq. he was afforded up to twenty-one (21)
days to consider
this Agreement; and that if he signs this
Agreement and the Exhibits hereto
prior to the expiration of such twenty-one (21) days, he does so
voluntarily and
of his own free will.
<PAGE>
10. Should either
party commence or prosecute any action or proceeding
contrary to the provisions of this Agreement, such party agrees to
indemnify the
other party for all costs, including court costs and reasonable
attorneys' fees,
incurred by the other party in the defense of such action or
in establishing or
maintaining the application or validity of
this Agreement or the provisions
thereof, to the extent allowed by applicable law.
11. This
Agreement shall not become effective or
enforceable until
seven (7) days following its execution by Mr. Perotti. Prior
to the end of this
seven (7) day period, Mr. Perotti may revoke his assent
to this Agreement by
written notice to Richard J. Cantele, Jr., President of
Salisbury.
12. (a) Mr.
Perotti recognizes and agrees that in the course
of his
employment with Salisbury, he had been
exposed to confidential information
concerning Salisbury including, but not limited
to, existing and contemplated
products, trade secrets, formulas, compilations, business and
financial methods
o