(e) Non-qualified Deferred Compensation Plan Participation Agreement. On February 26, 2019, Salisbury Bank and Trust Company (the “Bank”), the wholly owned subsidiary of Salisbury Bancorp, Inc. (the “Registrant”), and Peter Albero, Chief Financial Officer of the Bank (the “Executive”), entered into a participation agreement evidencing the Executive’s participation in the Bank’s Non-Qualified Deferred Compensation Plan (the “Plan”). The Plan, which was approved by the Bank’s board of directors (“Board”) on January 25, 2013, permits the Board to select certain key employees of the Bank to participate in the Plan, provided that such employees also evidence their participation by execution of a participation agreement. The Plan and form of participant agreement were previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on February 15, 2013.
Split Dollar Life Insurance Agreements. On March 5, 2019, the Bank entered into a Split Dollar Life Insurance Agreement with Peter Albero (the “Agreement”). The Plan provides the Executive with a death benefit through bank-owned life insurance policies. In the event the Executive dies while employed by the Bank, the split-dollar life insurance agreement entitles the Executive to an amount equal to three (3) times the Executive’s Annual Base Salary, less $50,000, capped at $400,000. In the event the Executive dies following his termination of employment on or after age 65, the death benefit provided under the Plan is an amount equal to a multiple of final base salary, less $50,000, capped at $400,000. The Bank is the sole beneficiary of any death proceeds remaining after the aforementioned death proceeds have been paid to Mr. Albero’s designated beneficiary.
The Agreement will terminate upon the occurrence of any of the following prior to the death of Mr. Albero: (1) total cessation of the business of the Bank; (2) bankruptcy, receivership or dissolution of the Bank; (3) termination of Mr. Albero’s employment prior to age 65 (whether voluntary or involuntary); or (4) by written notice thereof by the Bank or by Mr. Albero.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement attached hereto as Exhibit 10.1.
Updated Split Dollar Agreements. On December 12th, 2019, the Bank and Richard Cantele, President and Chief Executive Officer of the Bank and of Salisbury Bancorp, Inc. (the “Company”) entered into an updated split dollar agreement which superseded and replaced a prior split dollar agreement between the parties. In addition, on December 11, 2019 the Bank and named executive officers Peter Albero and John M. Davies (together with Mr. Cantele, the “executive(s)”), entered into updated split dollar agreements which superseded and replaced their existing split dollar agreements (collectively with the split dollar agreement for Richard Cantele, the “Updated Agreements”). The Updated Agreements for Messrs. Albero and Davies are identical and are substantially similar to the split dollar agreement for Mr. Cantele, except as discussed below. The Updated Agreements provide for a death benefit during employment of each executive equal to the lesser of (i) three times the executive’s base salary, not to exceed $400,000, less $50,000 or (ii) the net amount at risk, defined as the difference between the death benefit payable on death and the accrued cash value of the life insurance policy at the time of death. If Messrs. Albero and Davies retire after reaching age 65, the executives will be entitled to a post-retirement death benefit equal to 1.5 times final base salary at age 65 through age 71, 1.0 times final base salary at age 72 through 79, and 0.5 times final base salary at age 80 and later, provided that the death benefit shall not exceed $400,000. Mr. Cantele’s post-retirement death benefit will be 1.5 times his final base salary, not to exceed $400,000. In the event of a change in control of the Bank, the executive will become fully vested in the death benefit under the policy, including the post-retirement death benefit, and the policy cannot be terminated or amended without the express written consent of the executive.
The foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the Agreement attached hereto as Exhibit 10.2.
Item 9.01. Financial Statements and Exhibits.
SALISBURY BANCORP INC ExhibitEX-10.1 2 ex10-1_8k022619.htm SALISBURY BANK AND TRUST COMPANY SPLIT DOLLAR LIFE INSURANCE AGREEMENT WITH PETER ALBERO,…
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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.