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Separation And Release Agreement

This is an actual contract by Berkshire Hills Bancorp.

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Sectors: Chemicals
Governing Law: Massachusetts, View Massachusetts State Laws
Effective Date: October 21, 2010
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October 21, 2010

Mr. Thomas W. Barney

717 Laurel Street

Longmeadow, MA 01106

Dear Tom:

For the reasons that we have discussed, Berkshire Hills Bancorp, Inc. and Berkshire Bank (collectively, the "Company") and you have reached a mutual decision to terminate your employment effective January 7, 2011 or sooner, if mutually agreed upon. The Company desires to resolve any and all issues relating to the conclusion of your employment amicably and on mutually satisfactory terms. To that end, the Company is offering you a separation package in accordance with the terms of this Letter Agreement. Upon your signature, this Letter Agreement shall constitute the agreement between you and the Company on the terms of your separation from employment as follows:

1. Your employment shall terminate effective January 7, 2011 (the "Termination Date") or sooner if mutually agreed upon.

2. You shall be paid your earned salary through the Termination Date. Although you are not otherwise entitled to it, in consideration of your acceptance of this Letter Agreement, the Company shall provide you with lump sum payment of $230,000 ("Lump Sum Payment"), less legally required withholdings. You agree that under the terms of certain "Berkshire Hills Bancorp, Inc. 2003 Equity Compensation Plan Restricted Stock Award Agreements" signed by Employee on January 30, 2008, and January 30, 2009, respectively (the "Restricted Stock Agreements"), you hereby forfeit your unvested Stock Awards, as defined in the Restricted Stock Agreements, as of the Termination Date and all of your rights to any unvested stock are null and void. Your Lump Sum Payment shall be made on the later to occur of the following: (i) the Company's next regularly scheduled pay date following the actual Termination Date; or (ii) the Company's next regularly scheduled pay date following the 8-day period after you have executed this Letter Agreement and returned it to the Company without revocation. No Company contribution or match shall be made to the Company's 401(k) Plan on account of the Lump Sum Payment or otherwise after the Termination Date. You also agree that any and all Change in Control Agreements entered into between you and the Company shall also become null and void and of no further recourse to either party as of the Termination Date.

3. The Company also agrees to provide you with group health and dental insurance coverage, if applicable, through the Termination Date. After that date, you shall be entitled to receive extended health coverage through the Company, at your own expense, at whatever premium the Company is permitted to charge by law and for whatever period is provided by law. You shall receive further information concerning your rights under the Consolidated Omnibus Reconciliation Act of 1985, as amended ("COBRA").

4. Other than the obligations of the Company as set forth under the terms of paragraphs 2 and 3 of this Letter Agreement, you represent and agree that you are not entitled to any other wages, salary, bonuses, benefits or any other compensation or reimbursements from the Company.

5. As is standard in situations where an employer is paying an employee additional compensation upon separation, you agree to waive and release and promise never to assert any and all claims that you have or might have against the Company, arising from and related to your employment with and/or separation from the Company. For purposes of this Letter Agreement, the term "Company" means and includes Berkshire Bank and Berkshire Hills Bancorp, Inc., their predecessors and successors, all of their past, present, and future shareholders, trustees, directors, officers, employees, representatives, attorneys, agents and assigns, and all of their parent or controlling corporations, and their affiliates and subsidiaries, or any other legal entity describing Berkshire Bank and Berkshire Hills Bancorp Inc.'s organization or through which they conduct business.

6. You represent and warrant that you have not filed any complaints, charges or claims against the Company with any local, state or federal court or administrative agency. Except with respect to any rights arising out of this Letter Agreement and any rights that you may have to unemployment compensation, you specifically agree that you waive and release any and all manner of claims you ever had, now have or may have under any federal or state labor, employment, retaliation or discrimination laws, statutes, public policies, orders or regulations, including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Occupational Safety and Health Act of 1970, as amended, the Rehabilitation Act of 1973, as amended, the Fair Labor Standards Act of 1938, as amended, the Americans with Disabilities Act of 1990, as amended, the Family and Medical Leave Act of 1993, as amended, the Age Discrimination in Employment Act, as amended, Chapters 149 through 154 of the Massachusetts General Laws, the Massachusetts Civil Rights Act, the Massachusetts Equal Rights Law, or at common law, including but not limited to claims relating to breach of an oral or written contract, wrongful discharge, misrepresentation, defamation, interference with prospective economic advantage, interference with contractual relationship, intentional and negligent infliction of emotional distress, negligence, breach of the covenant of good faith and fair dealing and any claims under the Restricted Stock Agreement. It is expressly agreed and understood that the release contained herein is a GENERAL RELEASE, but that you are not waiving or releasing any rights or claims that arise after the date that this Letter Agreement is executed. The consideration given by the Company in exchange for your General Release exceeds anything of value to which you otherwise were entitled in the absence of a waiver.

7. Release of ADEA Claims . Not in limitation of the previous paragraph, by signing this Letter Agreement, you agree and understand that you are waiving, relinquishing and releasing any and all claims or rights that you have or may have against the Company arising under the Age Discrimination in Employment Act, 29 U.S.C. a7 621 et seq., and its state law equivalent. You are not, however, waiving any rights or claims that may arise after the execution of this Letter Agreement. You specifically acknowledge that this waiver and release releases the Company from liability to you for any alleged violation of the ADEA to the date of this Letter Agreement.

8. With respect to the rights and claims that you are waiving, you are waiving not only your right to recover in an action that you might commence, but also your right to recover in any action brought on your behalf by any other party, including, but not limited to, the U.S. Equal Employment Opportunity Commission, or any other federal, state or local governmental agency or department. Nothing in this Letter Agreement shall be construed to affect the rights and responsibilities of the Equal Employment Opportunity Commission ("EEOC") and the Massachusetts Commission Against Discrimination ("MCAD") to enforce the anti-discrimination laws. Also, nothing in this Letter Agreement may be used to justify interfering with the employee's protected right to file a charge or participate in an investigation or proceeding conducted by the EEOC or MCAD. In addition, and not in limitation of the foregoing, you hereby forever release and discharge the Company from any liability or obligation to reinstate or reemploy you in any capacity.


9. By executing this Letter Agreement, you agree to keep the terms of this document confidential. However, nothing in this Letter Agreement shall prohibit you from disclosing such confidential information (i) to your counsel and accountants; (ii) to your spouse; (iii) to government authorities requesting such information; and (iv) as otherwise required by law. You also acknowledge and agree that you have been the recipient of confidential and proprietary business information and you agree that you will not use or disclose such confidential and proprietary information except as may be expressly permitted by the Company in writing or as may be required by law.

10. You further agree to return all Company documents and other Company property immediately upon request by the Company. You also agree to cooperate with the Company to the extent that your knowledge of facts concerning the Company's business is required for any court or administrative proceeding. The Company agrees not to contest any claim for unemployment benefits filed by you so long as you do not state any other claims against the Company in the process of seeking unemployment benefits. You agree that the Company has provided you with the Massachusetts Division of Unemployment Assistance pamphlet entitled "How To File For Unemployment Insurance Benefits ?.

11. You agree not to make any disparaging statements concerning the Company, its affiliates or current or former officers, directors, employees or agents and further agree not to take any actions or conduct which would reasonably be expected to affect adversely the reputation or goodwill of the Company or any of its affiliates or any of its current or former officers, directors, employees or agents. The Company's current President, Executive Vice Presidents and Senior Vice Presidents also shall not make any disparaging statements concerning you nor shall they take any actions or engage in conduct which would reasonably be expected to affect adversely your reputation. The provisions of this paragraph shall not apply to any truthful statement required to be made by you or the Company in any legal proceeding or governmental or regulatory investigation. .

12. You agree to execute and be bound by the terms and conditions set forth on the Non-Competition and Non-Solicitation Agreement, attached hereto as Exhibit A and incorporated herein. You shall execute and deliver a signed original of Exhibit A to the Company simultaneously with your delivery of a signed original of this Letter Agreement.


13. You acknowledge and agree that the restrictions set forth in this Letter Agreement and in Exhibit A are reasonable and necessary in order to protect the good will and legitimate business interests of the Company and that any violation thereof would likely result in irreparable injury to the Company. You therefore agree that, in the event of a violation or threatened violation of any of the restrictions on conduct by you conta
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