Preview | Executive Employment Agreement |

THIS EMPLOYMENT AGREEMENT (the Agreement) is between Bank Rhode Island, a financial institution organized under the laws of the State of Rhode Island with its executive offices located at One Turks Head Place, Providence, Rhode Island 02903 (the Bank), Bancorp Rhode Island, Inc., a corporation organized under the laws of the State of Rhode Island (the Company), and Jeffrey W. Angus of 1 Hines Farm Drive, Cumberland, Rhode Island 02864 (the Executive).

1.1 Responsibilities and Authority. (a) The Bank hereby employs Executive to serve as Executive Vice President and Chief Operating Officer of the Bank, and Executive hereby accepts such employment. Executive shall have the duties, responsibilities, authorities and powers normally incident to such office. At all times, however, Executives activities and authority with respect to such offices will be subject to supervision, control and direction by the Board of Directors of the Bank (the Board), by the Executive Committee of the Board, and by the President and Chief Executive Officer of the Bank (the Chief Executive Officer) and Executive agrees to carry out such duties and responsibilities as any of them may from time to time reasonably assign to him. Executive shall report from time to time or routinely, upon request, to the Chief Executive Officer or her designee as to the current status of any of Executives assigned duties and responsibilities.

(b) The Company hereby employs Executive to serve as Vice President of the Company and such other offices and positions as the Company may determine, and Executive hereby accepts such employment. Executive shall have the duties, responsibilities, authorities and powers normally incident to such offices. At all times, however, Executives activities and authority with respect to such offices will be subject to supervision, control and direction by the Board of Directors of the Company (the Company Board) or by the Executive Committee of the Company Board, and Executive hereby agrees to carry out such duties and responsibilities as either of them may from time to time reasonably assign to Executive. Executive shall report from time to time or routinely, upon request, to the Company Board as to the current status of any of Executives assigned duties and responsibilities.

1.2 Compensation. The Bank shall pay Executive a base salary at the rate of Two Hundred Eighteen Thousand and 00/100 Dollars ($218,000.00) per year commencing on the date hereof payable on a bi-weekly basis, or at such higher rate as shall be determined from time to time by the Board. In addition to Executives base salary, Executive will also be entitled to a Twenty-Five Thousand and 00/100 Dollar ($25,000) signing bonus to be paid in the first full payroll following Executives date of hire and Executive shall be entitled to receive payments under any incentive compensation or bonus program (as in effect from time to time), which the

Bank may establish for its employees and/or senior executives, in such amounts as are provided by such programs.

1.3 Employee Benefits. As a full-time employee of the Bank, Executive shall be eligible to participate in any and all employee benefit plans generally available to full-time employees of the Bank, including non-contributory plans and, at Executives option, contributory plans.

1.4 Certain Specified Employee Benefits.

(a) Grant of Stock Options. Executive shall receive stock options to purchase shares of the Companys common stock in such number, at an exercise price and on such other terms as may be approved by the Compensation Committee of the Company Board, in its sole discretion. Any such options will become exercisable on a schedule no less favorable than the following: 25% on the grant date and an additional 25% on each of the first through third anniversaries of the grant date, with such vesting to accelerate on a Change in Control (as defined in Section 3.2).

(b) Supplemental Executive Retirement Plan. Subject to Executives insurability, Executive shall be entitled to receive an annual benefit of Fifty Thousand and 00/100 Dollars ($50,000) under the Banks Supplemental Executive Retirement Plan which benefit will vest at the rate of 20% per year commencing on the fifth anniversary of the Commencement Date (as defined in Section 1.9 hereof).

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