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CONSULTING AND NON-COMPETE AGREEMENT

NonCompetition Agreement

CONSULTING AND NON-COMPETE AGREEMENT | Document Parties: SALISBURY BANCORP INC | Salisbury Bancorp, Inc | Salisbury Bank | Trust Company You are currently viewing:
This NonCompetition Agreement involves

SALISBURY BANCORP INC | Salisbury Bancorp, Inc | Salisbury Bank | Trust Company

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Title: CONSULTING AND NON-COMPETE AGREEMENT
Date: 6/5/2009
Industry: Regional Banks     Sector: Financial

CONSULTING AND NON-COMPETE AGREEMENT, Parties: salisbury bancorp inc , salisbury bancorp  inc , salisbury bank , trust company
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                                                                    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
                                                                         -------
A to this Agreement.
-

         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
                                                               ---------
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.
---------

         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


 
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