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[Letterhead of Berkshire Hills
Bancorp, Inc.]
Michael P.
Daly
President and Chief Executive Officer
c/o Berkshire Hills Bancorp, Inc.
24 North Street
Pittsfield, Massachusetts 01201
Berkshire Hills Bancorp, Inc. (the “
Company ”) anticipates entering into a Securities
Purchase Agreement (the “ Participation Agreement
”) with the United States Department of Treasury (“
Treasury ”) that provides for the Company’s
participation in the Treasury’s TARP Capital Purchase Program
(the “ CPP ”). If the Company does not
participate or ceases at any time to participate in the CPP, this
letter shall be of no further force and effect.
For the Company to participate in the CPP and as
a condition to the closing of the investment contemplated by the
Participation Agreement, the Company is required to establish
specified standards for incentive compensation to its senior
executive officers and to make changes to its compensation
arrangements. To comply with these requirements, and in
consideration of the benefits that you will receive as a result of
the Company’s participation in the CPP, you agree as
follows:
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(1)
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No Golden Parachute
Payments .
The Company is prohibiting any golden parachute payment to you
during any “CPP Covered Period.” A “ CPP
Covered Period ” is any period during which (A) you
are a senior executive officer and (B) Treasury holds an
equity or debt position acquired from the Company in the
CPP.
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(2)
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Recovery of Bonus and Incentive
Compensation. Any bonus and incentive
compensation paid to you during a CPP Covered Period is subject to
recovery or “clawback” by the Company if the payments
were based on materially inaccurate financial statements or any
other materially inaccurate performance metric criteria.
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(3)
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Compensation Program
Amendments. Each of the Company’s
compensation, bonus, incentive and other benefit plans,
arrangements and agreements (including golden parachute
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