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This is an actual contract by GBT Bancorp .

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Sectors: Banking
Governing Law: Massachusetts, View Massachusetts State Laws
Effective Date: December 30, 1986
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AGREEMENT made as of the 30th day of December, 1986 by and between GLOUCESTER BANK & TRUST COMPANY, a Massachusetts trust company with its main office in Gloucester, Massachusetts (the "Bank"), and David L. Marsh, an individual presently employed by the Bank in the capacity of President and Chief Executive Officer (the "Executive").

1. Purpose. In order to allow the Executive to consider the prospect of a Change in Control (as defined in Section 2) in an objective manner and in consideration of the services rendered and to be rendered by the Executive to the Bank and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Bank, the Bank is willing to provide, subject to the terms of this Agreement, certain severance benefits to protect the Executive from the consequences of a Terminating Event (as defined in Section 3) occurring subsequent to a Change in Control.

2. Chance in Control. A "Change in Control" shall be deemed to have occurred in either of the following events: (i) if there has occurred a change in control which the Bank would be required to report in response to Item 5(f) of the Form for Proxy Statement (Form F-5) prescribed by 12 CFR Part 335.212 promulgated under the Securities Exchange Act of 1934, as amended (the "1934 Act") (if the Bank were assumed to be subject to the registration or reporting requirements of the 1934 Act), or, if such regulation is no longer in effect, any regu- lations promulgated by the Federal Deposit Insurance Corporation or by the Securities and Exchange Commission pursuant to the 1934 Act which are intended to serve similar purposes; or (ii) when any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the 1934 Act) becomes a "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the 1934 Act), directly or indirectly, of securities of the Bank representing twenty-five percent (25%) or more of the total number of votes that may be cast for the election of directors of the Bank and, in the case of either (i) or (ii) above, the Bank's Board of Directors has not consented to such event by a two-thirds vote of all of the members of the Board of Directors adopted either prior to such event or within ninety (90) days thereafter, except that if at the time such a consent vote is adopted after such event, the persons who were directors of the Bank immediately prior to such event do not constitute a majority of the Board of Directors of the Bank or of any successor institution, such vote shall not be deemed to constitute consent for the purposes of this Agreement. In addition, a Change in Control shall be deemed to have occurred if, as the result of, or in connection with, any tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions, the persons who were directors of the Bank before such transaction shall cease to constitute a majority of the Board of Directors of the Bank or of any successor institution.

3. Terminating Event. A "Terminating Event" shall mean (a) termination by the Bank of the employment of the Executive with the Bank for any reason other than (i)


death, (ii) deliberate dishonesty of the Executive with respect to the Bank or any subsidiary or affiliate thereof, or (iii) conviction of the Executive of a crime involving moral turpitude, or (b) resignation of the Executive from the employ of the Bank, while the Executive is not receiving payments or benefits from the Bank by reason of the Executive's disability, subsequent to the occurrence of any of the following events:

(i) A significant change in the nature or scope of the Executive's responsibilities, authorities, powers, functions or duties from the responsibilities, authorities, powers, functions or duties exercised by the Executive immediately prior to the Change in Control; or

(ii) A reasonable determination by the Executive that, as a result of a Change in Control, he is unable to exercise the responsibilities, authorities, powers, functions or duties exercised by the Executive immediately prior to such Change in Control; or

A decrease in the total annual compensation payable by the Bank to the Executive.

4. Severance Payment. In the event a Terminating Event occurs within three (3) years after a Change in Control, the Bank shall pay to the Executive an amount equal to (x) three times the "base amount" (as defined in Section 280G(b)(3) of
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