Exhibit
10.1
The form of
Agreement contains blanks where the multiple of the
executive’s base amount and the term of continued benefits
provided under the Agreement vary for certain executives. The
executive officers who entered into the Agreement, the multiple of
the executive’s base amount and the term of continued
benefits provided under the Agreement are listed in the following
chart:
|
|
Number of Times Base
Amount
|
Term of Continued
Benefits
|
|
Executive
Officer
|
(Section 4
a)
|
(Section 4 b &
c)
|
|
John C.
Warren
|
|
|
|
Chairman and
Chief Executive Officer of the Bancorp and the Bank
|
3 times
|
36 months
|
|
|
|
|
|
John F.
Treanor
|
|
|
|
President and
Chief Operating Officer of the Bancorp and the Bank
|
3 times
|
36 months
|
|
|
|
|
|
David V.
Devault
|
|
|
|
Executive Vice
President, Secretary, Treasurer and
|
|
|
|
Chief Financial
Officer of the Bancorp and the Bank
|
2 times
|
24 months
|
|
|
|
|
|
Galan G.
Daukas
|
|
|
|
Executive Vice
President of Wealth Management
|
|
|
|
of the Bancorp
and the Bank
|
2 times
|
24 months
|
|
|
|
|
|
Stephen M.
Bessette
|
|
|
|
Executive Vice
President - Retail Lending of the Bank
|
2 times
|
24 months
|
|
|
|
|
|
B. Michael
Rauh, Jr.
|
|
|
|
Executive Vice
President - Corporate Sales, Planning and
|
|
|
|
Delivery of the
Bank
|
2 times
|
24 months
|
|
|
|
|
|
Dennis L.
Algiere
|
|
|
|
Senior Vice
President - Chief Compliance Officer and
|
|
|
|
Director of
Community Affairs of the Bank
|
1 time
|
12 months
|
|
|
|
|
|
Vernon F.
Bliven
|
|
|
|
Senior Vice
President - Human Resources of the Bank
|
1 time
|
12 months
|
|
|
|
|
|
Elizabeth B.
Eckel
|
|
|
|
Senior Vice
President - Marketing of the Bank
|
1 time
|
12 months
|
|
|
|
|
|
William D.
Gibson
|
|
|
|
Senior Vice
President - Credit Administration of the Bank
|
1 time
|
12 months
|
|
|
|
|
|
Barbara J.
Perino
|
|
|
|
Senior Vice
President - Operations and Technology of the Bank
|
1 time
|
12 months
|
|
|
|
|
|
James M.
Vesey
|
|
|
|
Senior Vice
President and Chief Credit Officer of the Bank
|
1 time
|
12 months
|
Executive Severance
Agreement
AGREEMENT made as of this _____
st day of _____________, ______ by and among
Washington Trust Bancorp, Inc., a Rhode Island corporation with its
principal place of business in Westerly, Rhode Island (the
"Corporation"), The Washington Trust Company of Westerly, a Rhode
Island banking corporation with its principal place of business in
Westerly, Rhode Island (the "Bank") and
_____________________ (the "Executive"), an
individual presently employed as an executive of the Bank. This
agreement supercedes and fully replaces any previous executive
severance agreement.
1. Purpose . The Corporation considers it essential to the
best interests of its stockholders to foster the continuous
employment of key management personnel employed by the Bank. The
Board of Directors of the Corporation (the "Board") recognizes,
however, that, as is the case with many publicly held corporations,
the possibility of a Change in Control (as defined in
Section 2 hereof) exists and that such possibility, and the
uncertainty and questions which it may raise among management, may
result in the departure or distraction of management personnel to
the detriment of the Corporation and its stockholders. Therefore,
the Board has determined that appropriate steps should be taken to
reinforce and encourage the continued attention and dedication of
members of the Corporation and the Bank's management, including the
Executive, to their assigned duties without distraction in the face
of potentially disturbing circumstances arising from the
possibility of a Change in Control. Nothing in this Agreement shall
be construed as creating an express or implied contract of
employment and, except as otherwise agreed in writing between the
Executive and the Corporation and/or the Bank, the Executive shall
not have any right to be retained in the employ of the Corporation
and/or the Bank.
2. Change in Control . For purposes of this Plan, a "Change in
Control" shall mean the occurrence of any one of the following
events:
(a) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")),
of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of the then
outstanding shares of common stock of the Corporation (the
"Outstanding Corporation Common Stock"); provided, however ,
that any acquisition by the Corporation or its subsidiaries, or any
employee benefit plan (or related trust) of the Corporation or its
subsidiaries of 20% or more of Outstanding Corporation Common Stock
shall not constitute a Change in Control; and provided,
further , that any acquisition by a corporation with respect to
which, following such acquisition, more than 50% of the then
outstanding shares of common stock of such corporation, is then
beneficially owned, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial owners
of the Outstanding Corporation Common Stock immediately prior to
such acquisition in substantially the same proportion as their
ownership, immediately prior to such acquisition, of the
Outstanding Corporation Common Stock, shall not constitute a Change
in Control; or
(b) Individuals who, as of the date of this
Agreement, constitute the Board (the "Incumbent Board") cease for
any reason to constitute at least a majority of the Board, provided
that any individual becoming a director subsequent to the date of
this Agreement whose election, or nomination for election by the
Corporation's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office is in connection with
either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies
or consents by or on behalf of a person other than the Board;
or
(c) Consummation by the Corporation of (i) a
reorganization, merger or consolidation, in each case, with respect
to which all or substantially all of the individuals and entities
who were the beneficial owners of the Outstanding Corporation
Common Stock immediately prior to such reorganization, merger or
consolidation do not, following such reorganization, merger or
consolidation, beneficially own, directly or indirectly, more than
40% of the then outstanding shares of common stock of the
corporation resulting from such a reorganization, merger or
consolidation; (ii) a reorganization, merger or consolidation, in
each case, (A) with respect to which all or substantially all of
the individuals and entities who were the beneficial owners of the
Outstanding Corporation Common Stock immediately prior to such
reorganization, merger or consolidation, following such
reorganization, merger or consolidation, beneficially own, directly
or indirectly, more than 40% but less than 50% of the then
outstanding shares of common stock of the corporation resulting
from such a reorganization, merger or consolidation, (B) at least a
majority of the directors then constituting the Incumbent Board do
not approve the transaction and do not designate the transaction as
not constituting a Change in Control, and (C) following the
transaction members of the then Incumbent Board do not continue to
comprise at least a majority of the Board; or (iii) the sale or
other disposition of all or substantially all of the assets of the
Corporation, excluding a sale or other disposition of assets to a
subsidiary of the Corporation; or
(d) Consummation by the Bank of (i) a
reorganization, merger or consolidation, in each case, with respect
to which, following such reorganization, merger or consolidation,
the Corporation does not beneficially own, directly or indirectly,
more than 50% of the then outstanding shares of common stock of the
corporation or bank resulting from such a reorganization, merger or
consolidation or (ii) the sale or other disposition of all or
substantially all of the assets of the Bank, excluding a sale or
other disposition of assets to the Corporation or a subsidiary of
the Corporation.
3. Terminating Event . A "Terminating Event" shall mean any of the
events provided in this Section 3 occurring:
(a) within 13 months following a Change in Control,
termination by the Corporation and/or the Bank of the employment of
the Executive with the Corporation and/or the Bank for any reason
other than for Cause or the death or disability (as determined
under the Corporation's and/or the Bank's then existing long-term
disability coverage) of the Executive. "Cause" shall mean, and
shall be limited to, the occurrence of any one or more of the
following events:
(i) a willful act of dishonesty by the Executive
with respect to any material matter involving the Corporation
and/or the Bank; or
(ii) the commission by or indictment of the
Executive for (A) a felony or (B) any misdemeanor involving moral
turpitude, deceit, dishonesty or fraud (“indictment,”
for these purposes, means an indictment, probable cause hearing or
any other procedure pursuant to which an initial determination of
probable or reasonable cause with respect to such offense is
made);
(iii) the gross or willful failure by the Executive
(other than any such failure after the Executive gives notice of
termination for Good Reason) to substantially perform the
Executive's duties with the Corporation and/or the Bank and the
continuation of such failure for a period of 30 days after delivery
by the Corporation and/or the Bank to the Executive of written
notice specifying the scope and nature of such failure and their
intention to terminate the Executive for Cause.
A Terminating Event shall not be deemed to have
occurred pursuant to this Section 3(a) solely as a result of
the Executive being an employee of any direct or indirect successor
to the business or assets of the Corporation and/or the Bank,
rather than continuing as an employee of the Corporation and/or the
Bank following a Change in Control. In any proceeding, judicial or
otherwise, the Corporation and/or the Bank shall have the burden of
proving by clear and convincing evidence that the termination of
employment was for "Cause." For purposes of clauses (i)
and (iii) of this Section 3(a), no act, or failure to
act, on the Executive's part shall be deemed "willful" unless done,
or omitted to be done, by the Executive without reasonable belief
that the Executive's act, or failure to act, was in the best
interest of the Corporation and/or the Bank; or
(b) within 12 months following a Change in Control,
termination by the Executive of the Executive's employment with the
Corporation and/or the Bank for Good Reason. "Good Reason" shall
mean the occurrence of any of the following events:
(i) a substantial adverse change, not consented to
by the Executive, in the nature or scope of the Executive's
responsibilities, authorities, powers, position, functions, or
duties from the responsibilities, authorities, powers, position,
functions, or duties exercised by the Executive immediately prior
to the Change in Control; or
(ii) a reduction in the Executive's annual base
salary as in effect on the date hereof or as the same may be
increased from time to time except for across-the-board salary
reductions similarly affecting all or substantially all management
employees; or
(iii) the failure by the Corporation and/or the Bank
to pay to the Executive any portion of his compensation or to pay
to the Executive any portion of an installment of deferred
compensation under any deferred compensation program of the
Corporation and/or the Bank within 15 days of the date such
compensation is due without prior written consent of the Executive;
or
(iv) the relocation of the Corporation's and/or the
Bank's offices at which the Executive is principally employed
immediately prior to the date of a Change in Control to a location
more than 50 miles from such offices, or the requirement by the
Corporation and/or the Bank for the Executive to be based anywhere
other than the Corporation's and/or the Bank's offices at such
location, except for required travel on the Corporation's and/or
the Bank's business to an extent substantially consistent with the
Executive's business travel obligations immediately prior to the
Change in Control;
(v) the failure by the Corporation and/or the Bank
to (A) continue in effect any material compensation or benefit plan
or program (including, without limitation, any life insurance,
medical, health and accident or disability plan and any vacation
program or policy) in which the Executive participates or which is
applicable to the Executive immediately prior to the Change in
Control, unless an equitable arrangement (embodied in an ongoing
substitute or alternate plan) has been made with respect to such
plan or program, or (B) continue the Executive's participation
therein (or in such substitute or alternate plan) on a basis not
materially less favorable, both in terms of the amount of benefits
provided and the level of the Executive's participation relative to
other participants, than the basis existing immediately prior to
the Change in Control; or
(vi) the failure by the Corporation and/or the Bank
to obtain an effective agreement from any successor to assume and
agree to perform this Agreement, as required by Section 16;
or
(c.) after 12 months following a Change in Control
but within 13 months following a Change in Contr
