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Document Preview Change in Control Agreement |
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Title: |
Change in Control Agreement |
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Entities: |
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Date: |
2005 |
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Size: |
21KB total |
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Price: |
$40 |
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ID: |
#828992 |
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FORM OF
LEGACY BANCORP, INC.
CHANGE IN CONTROL AGREEMENT
VICE PRESIDENTS
This AGREEMENT is made effective as of , 2005 by and between Legacy BANCORP, Inc. (the Holding Company), a corporation organized under the laws of the State of Delaware which is the holding company of Legacy Banks (the Bank) with its principal administrative office at 99 North Street, Pittsfield, Massachusetts, 01202 and (Executive).
WHEREAS, the Holding Company recognizes the substantial contribution Executive has made to the Holding Company and its subsidiaries and wishes to protect Executives position therewith for the period provided in this Agreement; and
WHEREAS, Executive has agreed to serve in the employ of the Holding Company.
NOW, THEREFORE, in consideration of the contribution and responsibilities of Executive, and upon the other terms and conditions hereinafter provided, the parties hereto agree as follows:
| 1. | TERM OF AGREEMENT. |
The term of this Legacy Bancorp, Inc. Change in Control Agreement (the Agreement) shall be deemed to have commenced as of the date first above written and shall continue for a period of two (2) full calendar years thereafter. Commencing on the first anniversary date of this Agreement and continuing at each anniversary date thereafter, the Board of Directors of the Holding Company (Board) may extend the Agreement for an additional year. The Board will review the Agreement and Executives performance annually for purposes of determining whether to extend the Agreement, and the results thereof shall be included in the minutes of the Boards meeting.
| 2. | CHANGE IN CONTROL. |
| (a) | If a Change in Control (as defined herein) has occurred or the Board has determined that a Change in Control has occurred, Executive shall be entitled to the benefits provided in Section 3 upon his subsequent termination of employment at any time during the term of this Agreement due to (i) Executives dismissal, or (ii) Executives voluntary resignation following any demotion, loss of title, office or significant authority or responsibility, reduction in the annual compensation or material reduction in benefits or relocation of his principal place of employment by more than 30 miles from its location immediately prior |
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to the Change in Control, unless such termination is because of his death or termination for Cause. |
| (b) | For purposes of this Agreement, a Change in Control shall mean an event of a nature that: (i) would be required to be reported in response to Item 5.01(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act); or (ii) results in a Change in Control of the Bank or the Holding Company within the meaning of the Change in Bank Control Act and the Rules and Regulations promulgated by the Federal Deposit Insurance Corporation (FDIC) at 12 C.F.R. ss. 303.4(a) with respect to the Bank and the Rules and Regulations promulgated by the Office of Thrift Supervision (OTS) (or its predecessor agency), with respect to the Holding Company, as in effect on the date of this Agreement, or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any person (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank or the Holding Company representing 20% or more of the Banks or the Holding Companys outstanding securities except for any securities of the Bank purchased by the Holding Company in connection with the conversion of the Bank to the stock form and any securities purchased by any tax qualified employee benefit plan of the Bank; or (B) individuals who constitute the Board of Directors on the date hereof (the Incumbent Board) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Holding Companys stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board; or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Holding Company or similar transaction occurs in which the Bank or Holding Company is not the resulting entity; or (D) solicitations of shareholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Bank or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan or transaction are exchanged for or converted into cash or property or securities not issued by the Bank or the Holding Company shall be distributed; or (E) a tender offer is made for 20% or more of the voting securities of the Bank or the Holding Company. |
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