Salisbury Bancorp, Inc. (NASDAQ:SAL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Salisbury Bancorp, Inc. (NASDAQ:SAL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On February 22, 2019, the Board of Directors of Salisbury Bank and Trust Company (the “Bank”), the wholly-owned bank subsidiary of Salisbury Bancorp, Inc. (the “Company”), approved Change in Control Agreements (the “Agreements”) with two executive officers of the Bank, Peter Albero and Steven M. Essex.

The Bank entered into a two (2) year Change in Control Agreement with Peter Albero, Executive Vice President and Chief Financial Officer (the “Agreement”), which will automatically renew for additional one-year terms, unless either party elects not to renew the Agreement by providing notice of non-renewal to the other party at least thirty (30) days prior to the renewal date. In the event the Company or the Bank at any time during the term of the Agreement effects a transaction which would be a Change in Control (as defined in the Agreement) then the Agreement shall be automatically extended for twelve (12) months following the date a Change in Control occurs. Such Agreement supersedes the Bank’s prior Change in Control Agreement with Mr. Albero dated January 26, 2018.

to the Agreement, Mr. Albero is eligible to receive benefits subject to certain conditions set forth in the Agreement in the event that Mr. Albero is involuntarily terminated on or after a Change in Control for reasons other than Cause (as defined in the Agreement) (or due to his death or disability), or is voluntarily terminated for Good Reason (as defined in the Agreement) on or after a Change in Control. Such Change in Control benefits include a lump sum cash payment equal to two (2) times Mr. Albero’s annual base salary in effect on his date of termination, or if greater, his average annual base salary rate for the twelve (12) months immediately prior to his termination date. In addition, Mr. Albero would be entitled to the continuation of current Bank provided dental, medical and life insurance coverage and other benefits as set forth in the Agreement for two (2) years. In no event may any compensation payable under the Agreement constitute an “excess parachute payment” under Section 280G or violate Section 409A of the Internal Revenue Code.

Payment of Change in Control benefits under the Agreement are conditioned upon Mr. Albero’s covenant to comply with non-compete, non-solicitation and non-disclosure provisions for a period of one (1) year following his termination of employment. Notwithstanding any provision in the Agreement, Mr. Albero will serve as an employee-at-will.

The Bank entered into a one (1) year Change in Control Agreement with Steven M. Essex, Executive Vice President, Head of Trust Wealth Advisory Division (the “Agreement”), which will automatically renew for additional one-year terms, unless either party elects not to renew the Agreement by providing notice of non-renewal to the other party at least thirty (30) days prior to the renewal date. In the event the Company or the Bank at any time during the term of the Agreement effects a transaction which would be a Change in Control (as defined in the Agreement) then the Agreement shall be automatically extended for twelve (12) months following the date a Change in Control occurs.

to the Agreement, Mr. Essex is eligible to receive benefits subject to certain conditions set forth in the Agreement in the event that Mr. Essex is involuntarily terminated on or after a Change in Control for reasons other than Cause (as defined in the Agreement) (or due to his death or disability), or is voluntarily terminated for Good Reason (as defined in the Agreement) on or after a Change in Control. Such Change in Control benefits include a lump sum cash payment equal to one (1) times Mr. Essex’s annual base salary in effect on his date of termination, or if greater, his average annual base salary rate for the twelve (12) months immediately prior to his termination date. In addition, Mr. Essex would be entitled to the continuation of current Bank provided dental, medical and life insurance coverage and other benefits as set forth in the Agreement for one (1) year. In no event may any compensation payable under the Agreement constitute an “excess parachute payment” under Section 280G or violate Section 409A of the Internal Revenue Code.

Payment of Change in Control benefits under the Agreement are conditioned upon Mr. Essex’s covenant to comply with non-compete, non-solicitation and non-disclosure provisions for a period of one (1) year following his termination of employment. Notwithstanding any provision in the Agreement, Mr. Essex will serve as an employee-at-will.

The Agreements are attached as Exhibits 10.1 and 10.2.

Item 9.01 Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
Exhibit 10.1 Change in Control Agreement with Peter Albero dated February 22, 2019.
Exhibit 10.2 Change in Control Agreement with Steven M. Essex dated February 22, 2019.

SALISBURY BANCORP INC Exhibit
EX-10.1 2 sal0223form8kexh10_1.htm EXHIBIT 10.1 Exhibit 10.1     CHANGE IN CONTROL AGREEMENT by and between SALISBURY BANK AND TRUST COMPANY and PETER ALBERO This Change in Control Agreement (this “Agreement”) is made and entered into effective as of February 22,…
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About Salisbury Bancorp, Inc. (NASDAQ:SAL)

Salisbury Bancorp, Inc. is a bank holding company for Salisbury Bank and Trust Company (the Bank). The Bank is a Connecticut-chartered and Federal Deposit Insurance Corporation (the FDIC) insured commercial bank. The Bank provides commercial banking, consumer financing, retail banking and trust and wealth advisory services through a network of over 10 banking offices and approximately nine automated teller machines (ATMs). The Bank originates commercial loans, commercial real estate loans, residential and commercial construction loans, residential real estate loans collateralized by one- to four- family residences, home equity lines of credit, fixed rate loans and other consumer loans. The Bank’s securities portfolio include the United States Government and Agency securities, mortgage-backed securities, collateralized mortgage obligations and tax exempt municipal bonds. The Bank uses deposits, repayments and sales, and borrowings to fund lending, investing and general operations.

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