**Exhibit10.3**

 

**EXECUTIVEEMPLOYMENT AGREEMENT**

 

 

                THIS EMPLOYMENT AGREEMENT (the “Agreement”)is between Bank Rhode Island, a financial institution organized under the lawsof the State of Rhode Island with its executive offices located at One TurksHead 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”).

 

                ITIS MUTUALLY AGREED by the parties as follows:

 

**                1.             Employment;Duties**

** **

                1.1           Responsibilitiesand Authority.  (a)  The Bank hereby employs Executive to serve as Executive Vice President and ChiefOperating Officer of the Bank, andExecutive hereby accepts such employment.** **Executive shall have the duties,responsibilities, authorities and powers normally incident to such office.  At all times, however, Executive’s activitiesand authority with respect to such offices will be subject to supervision, controland direction by the Board of Directors of the Bank (the “Board”), by theExecutive Committee of the Board, and by the President and Chief ExecutiveOfficer of the Bank (the “Chief Executive Officer”) and Executive agrees tocarry out such duties and responsibilities as any of them may from time to timereasonably assign to him.  Executiveshall report from time to time or routinely, upon request, to the ChiefExecutive Officer or her designee as to the current status of any of Executive’sassigned duties and responsibilities.

 

                (b)           The Company hereby employs Executive to serve as Vice President of theCompany and such other offices and positions as the Company may determine, andExecutive hereby accepts such employment.** **Executive shall have the duties,responsibilities, authorities and powers normally incident to suchoffices.  At all times, however,Executive’s activities and authority with respect to such offices will besubject to supervision, control and direction by the Board of Directors of theCompany (the “Company Board”) or by the Executive Committee of the CompanyBoard, and Executive hereby agrees to carry out such duties andresponsibilities as either of them may from time to time reasonably assign toExecutive.  Executive shall report from timeto time or routinely, upon request, to the Company Board as to the currentstatus of any of Executive’s assigned duties and responsibilities.

 

                1.2           Compensation. The Bank shall pay Executive a base salary atthe rate of Two Hundred Eighteen Thousand and 00/100 Dollars ($218,000.00) peryear commencing on the date hereof payable on a bi-weekly basis, or at suchhigher rate as shall be determined from time to time by the Board.  In addition to Executive’s 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 Executive’s dateof hire and Executive shall be entitled to receive payments under any incentivecompensation or bonus program (as in effect from time to time), which the

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

 

                1.3           EmployeeBenefits.  As a full-time employee of the Bank,Executive shall be eligible to participate in any and all employee benefitplans generally available to full-time employees of the Bank, includingnon-contributory plans and, at Executive’s option, contributory plans.

 

                1.4           Certain Specified Employee Benefits.

 

(a)           Grant of Stock Options. Executive shall receive stock options to purchase shares of the Company’scommon stock in such number, at an exercise price and on such other terms asmay be approved by the Compensation Committee of the Company Board, in its solediscretion.  Any such options will becomeexercisable 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 suchvesting to accelerate on a Change in Control (as defined in Section 3.2).

 

**               **(b)           Supplemental Executive RetirementPlan.  Subject to Executive’sinsurability, Executive shall be entitled to receive an annual benefit of FiftyThousand and 00/100 Dollars ($50,000) under the Bank’s Supplemental ExecutiveRetirement Plan which benefit will vest at the rate of 20% per year commencingon the fifth anniversary of the Commencement Date (as defined in Section 1.9hereof).

 

                1.5           Vacation.  Executive shall be entitled to five weeks ofvacation during each year of employment (with vacation to be prorated for 2005based on the Commencement Date ), such vacation to be taken in accordance withthe Bank’s customary vacation policies and at such times and intervals as aremutually agreed upon by Executive and the Bank. Executive shall be entitled to holiday time and sick leave in accordancewith the then existing policies of the Bank, as in effect from time to time.

 

                1.6           Reimbursementof Expenses.  (a)  Executive shall be reimbursed by the Bank forreasonable business expenses incurred by him incident to his employment uponpresentation of appropriate vouchers, receipts, and other supporting documentsrequired by the Bank.

 

                (b)           Executiveshall be reimbursed by the Company for reasonable business expenses incurred byhim incident to his employment by the Company upon presentation of appropriatevouchers, receipts, and other supporting documents required by the Company.

 

                1.7           Dutyto Perform Services.  So longas Executive is employed by the Company and the Bank, Executive agrees todevote his full business and productive time, skill, and energy diligently,loyally, effectively, and to the best of his ability to the rendering ofservice to the Company and the Bank, and will exert his best efforts in therendering of such services. This provision will not prohibit Executive from:

 

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                                (a)           making passive investments or servingas a fiduciary with respect to direct family investments;

 

                                (b)           serving on the board of directors ofany company, *provided that* Executive shall notrender any material services with respect to the operations or affairs of anysuch company and *provided further* that serving onsuch board of directors does not otherwise violate the terms of this Agreement,including, but not limited to, the provisions of Section 4.2 herein; or

 

                                (c)           engaging in religious, charitable orother community or non-profit activities which do not impair Executive’sability to fulfill his duties and responsibilities to the Company and Bank.

 

Executive agrees that in the rendering of all servicesto the Company and the Bank and in all aspects of his employment, in connectionwith his duties as Executive Vice President and Chief Lending Officer, he willcomply with all directives, policies, standards, and regulations from time totime established by the Company or the Bank or by applicable law.

 

                1.8           Deathor Disability.

 

(a)           Death.  In the event of Executive’s death during theterm of his employment under this Agreement, the Bank shall immediately pay toExecutive’s designated beneficiary any salary accrued but unpaid as of the dateof death.  Upon payment of theaforementioned sums, the Bank’s obligations to make further salary paymentsshall terminate.  This provision shallnot be construed to negate any rights Executive may have to death benefitsunder any employee benefit or welfare plan of the Company or Bank in which hemay from time to time be a participant or under any other written agreementwith the Company or Bank which specifically provides for such benefits.

 

                                (b)           Disability.  In the event of Executive’s “disability”(as defined below) during the term of his employment under this Agreement, theBank shall continue to pay Executive his base salary (reduced by any benefitsExecutive is entitled to receive under any state or federal disabilityinsurance program, such as Rhode Island temporary disability insurance orfederal social security) for a period of six months from the date of “disability”.  For purposes of this Agreement, “disability”shall mean a good faith determination by the Board that Executive is unable forany reason, either physical or mental, to perform the duties required of himhereunder.

 

                1.9           Termof Employment.  The term ofExecutive’s employment under this Agreement shall commence on the date hereof(the “Commencement Date”) and shall continue, unless sooner terminated pursuantto the provisions of this Agreement, for a period of two years (the “Term”),which Term shall automatically renew on each successive one year anniversaryhereafter commencing with the first anniversary hereof unless any party shallhave given written notice to the other parties of such party’s election not toextend the Term within ninety (90) calendar days prior to any anniversary date.  

 

 

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                1.10         Termination.  This Agreementand the rights of the parties hereunder will terminate (subject to theprovisions of Section 1.11 below) upon the occurrence of one of the following:

 

                                (a)           Upon the Executive’s death ordisability as provided in Section 1.8 above;

 

                                (b)           For Cause as provided in Section 3.5,immediately upon the giving of notice by the Company or the Bank or at suchlater time as such notice may specify or as may be required by Section 3.5;

 

                                (c)           At the election of the Executive forGood Reason (as hereinafter defined) as provided in Section 2.2; or

 

                                (d)          Upon expiration of the Term,following notice by any party not to renew the Term as provided in Section 1.9.

 

                1.11         Termination and Survival.  The provisions of Section 1.8, Sections 2 and3 and Sections 4.1, 4.2, 4.4, 4.6, 4.8, 4.9 and 4.10 hereof shall remain infull force and effect and shall continue to be enforceable in accordance withtheir terms beyond termination of employment and beyond expiration of thisAgreement, except as otherwise agreed in writing by Executive and the Companyand the Bank.

 

                2.             Severance.

 

                2.1           Severance Benefit.  In the event of a termination ofExecutive’s employment by the Company or the Bank without Cause (as such termis defined in Section 3.5) at any time, or in the event of termination ofExecutive’s employment by him for Good Reason (as defined in Section 2.2), theBank will (a) continue to pay Executive his base salary (the “Severance Benefit”)then in effect for a nine (9) month period commencing on the date oftermination (the “Severance Period”), and (b) provide Executive with themedical and life insurance coverage generally available to full-time employeesduring the Severance Period or as required by law, whichever is longer.  Notwithstanding anything herein to thecontrary, the Bank shall have no obligation to pay the Severance Benefit toExecutive in the event his employment is terminated with Cause by the Companyor the Bank or voluntarily by him without Good Reason.  Any Severance Benefit paid under this Section2.1 shall be credited against any amounts due Executive under Section 3 as aresult of a Change in Control.

 

                2.2           “GoodReason” Defined.  For purposes ofthis Agreement “Good Reason” shall mean the Company or the Bank giving writtennotice of its election not to renew this Agreement on any anniversary date aspermitted under Section 1.9 *and* its failureto offer and enter into a new employment agreement with Executive on termswhich are substantially similar to those of his employment existing immediatelyprior to such notice of non-renewal (other than a reduction of fringe benefitsrequired by law or applicable to all employees generally)*provided,however,* that Good Reason shall not be deemed to have occurredunless prior to Executive’s termination of employment for Good Reason, he shallgive not less than 30 days written notice to the

 

 

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Company and the Bank of his intent toterminate for Good Reason stating the basis of the Good Reason sufficient topermit the Company and the Bank to alleviate the basis of such Good Reasonprior to termination, and the Company and the Bank have not done so within such30 day period, and *further provided,*thatExecutive’s continuing to work following notice of non-renewal by the Companyor the Bank and in the absence of entering into a new employment agreement  shall be without prejudice to his right toclaim termination for Good Reason, absent written agreement between Executiveand the Bank or the Company to the contrary.

 

**               **3.             Changein Control.

** **

**               **3.1           Purpose.** **Inorder to allow Executive to consider the prospect of a Change in Control (asdefined in Section 3.2)****in anobjective manner and in consideration of the services rendered and to berendered by him to the Company and the Bank, the Bank is willing to provide,subject to the terms of this Agreement, certain severance benefits to protectExecutive from the consequences of a Terminating Event (as defined in Section3.4) occurring subsequent to a Change in Control.

 

**               **3.2           Changein Control.** **A “Change in Control”will be deemed to have occurred if: (i)****a TakeoverTransaction is effectuated; or (ii)****the Companycommences substantive negotiations with a third party with respect to aTakeover Transaction *if* withintwelve (12)****months of the commencement ofsuch negotiations, enters into a definitive agreement with respect to aTakeover Transaction with any party with which negotiations were originallycommenced; or (iii)****any electionof directors of the Company occurs (whether by the directors then in office orby the shareholders at a meeting or by written consent) where a majority of thedirectors in office following such election are individuals who were not nominatedby a vote of two-thirds of the members of the board of directors immediatelypreceding such election; or (iv) the Company or the Bank effectuates a completeliquidation.

 

**               **3.3           TakeoverTransaction.** **A “Takeover Transaction”shall mean:

 

(a)           The acquisition of voting securities ofthe Company by any individual, entity or group (within the meaning of Section13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”)), other than by the Company or its subsidiaries or any employee benefitplan (or related trust) of the Company or its subsidiaries, which theretoforedid not beneficially own (within the meaning of Rule 13d-3 promulgated underthe Exchange Act), securities representing 30% or more of the voting power ofall outstanding shares of voting securities of the Company, if such acquisitionresults in such individual, entity or group owning securities representing morethan 30% of the voting power of all outstanding voting securities of theCompany; provided, that any acquisition by a corporation with respect to which,following such acquisition, more than 50% of the then outstanding shares ofvoting securities of such corporation, is then beneficially owned, directly orindirectly, by all or substantially all of the individuals and entities whowere the beneficial owners of the voting securities of the Company outstandingimmediately prior to such acquisition in substantially the same proportion astheir ownership, immediately prior to such acquisition, of the outstandingvoting securities of the Company, shall not constitute a Change in Control; or

 

 

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(b)           The issuance of additional shares ofcommon stock of the Company or the Bank, as applicable, in a single transactionor a series of related transactions if the individuals and entities who werethe beneficial owners of the outstanding voting securities of the Company orthe Bank, as applicable, immediately prior to such issuance do not, followingsuch issuance, beneficially own, directly or indirectly, securitiesrepresenting more than 50% of the voting power of all then outstanding votingsecurities of the Company or the Bank, as applicable; or

 

(c)           Consummation by the Company or the Bankof (i) a reorganization, merger or consolidation, in each case, with respect towhich all or substantially all of the individuals and entities who were thebeneficial owners of the voting securities of the Company immediately prior tosuch reorganization, merger or consolidation do not, following suchreorganization, merger or consolidation, beneficially own, directly orindirectly, securities representing more than 50% of the voting power of theoutstanding voting securities of the corporation resulting from such areorganization, merger or consolidation, or (ii) the sale, exchange or otherdisposition (in one transaction or a series of related transactions) of all orsubstantially all of the assets of the Company (on a consolidated basis) or theBank to a party which is not controlled by or under common control with suchentity, or (iii) the sale by the Company on one transaction or in a series ofrelated transactions of voting securities of the Bank such that following suchtransaction or transactions the Company no longer beneficially owns, directlyor indirectly, securities representing more than 50% of the voting power of thethen outstanding voting securities of the Bank.

 

                Forpurposes of this Section 3.3, “voting power” means ordinary voting power forthe election of directors.

 

**               **3.4           Terminating Event.  A“Terminating Event” means either:

 

                                (a)           Terminationby the Company or the Bank of Executive’s employment for any reason other than(i) Executive’s death or disability or (ii) for “Cause” (as such term isdefined in Section 3.5 hereof), or

 

                                (b)           Executive’s resignation as anemployee of the Company or the Bank, other than for reasons of disability,following (i) a significant reduction in the nature or scope of Executive’sduties, responsibilities, authority and powers from the duties,responsibilities, authority and powers exercised by him immediately prior tothe Change in Control or (ii) a greater than 10% reduction in Executive’sannual base salary or fringe benefits as in effect on the date of the Change inControl; or (iii) any requirement by the Company or the Bank or of any Person(as defined in Section 4.2 hereof) in control of the Company or the Bank thatthe location at which Executive performs the principal duties of the Bank orthe Company be outside a radius of 50 miles from the location at which heperformed such duties immediately prior to the Change in Control; or (iv) thefailure of any successor of the Company or the Bank to agree in writing uponterms and conditions of employment with Executive pursuant to which he shallserve in a position no less senior than Chief Operating Officer responsible foroperations and whereby he

 

 

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shall report directly to the chief executive officerof such successor entity and which are reasonably satisfactory to Executivewithin ninety (90) days following a Change in Control.

 

                3.5           Terminationfor “Cause” Defined.  Forpurposes of this Agreement, termination for Cause shall include termination byreason of any of the following:

 

(a)           Continuing any arrangement, holdingany position or engaging in any activities that conflict with the interest of,or that interfere with Executive’s duties owed to, the Company or Bank, afterten (10) days prior written notice by the Company or the Bank, as applicable,to him of the same;

 

(b)           Conviction of embezzlement or othercrimes against the Company or the Bank, deliberate misappropriation of theCompany’s or Bank’s funds or dishonesty;

 

(c)           Material violation of writtenpolicies of the Company or the Bank, irresponsible acts in the performance ofExecutive’s duties or material breach of any of his obligations under the termsof this Agreement;

 

(d)           Material non-performance of Executive’sduties or material acts (or omissions) of mismanagement; and

 

(e)           Refusal to perform assigned dutieswhen such refusal is not justified or excused either by the terms of thisAgreement or by actions taken by the Company or the Bank in violation of thisAgreement.

 

**               **3.6           Paymentin Connection With Terminating Event.  If a Terminating Event occurs within one (1)year after a Change in Control (which one year period shall be calculated fromthe effective date of the Takeover Transaction if the Terminating Event occursafter a Takeover Transaction), the Bank will pay to Executive an amount (the “SeverancePayment”) equal to two times the sum of (a) Executive’s annual base salary ineffect at the time of the Change in Control, and (b) an amount equal to thelargest annual cash bonus paid to Executive with respect to the two full fiscalyears immediately preceding the Change in Control, which Severance Paymentshall be payable in one lump sum within 30 days of the date of termination ofExecutive’s employment, or if such Change in Control is governed by clause (ii)of Section 3.2 and the Terminating Event occurs prior to entering into adefinitive agreement, upon the entering into of a definitive agreement by theCompany.  In addition, the Bank shallcontinue to pay for all medical and life insurance coverage provided on the dateof the Terminating Event for the twenty-four month period commencing on theeffective date of the Terminating Event. No Severance Payment will be made to Executive under Section 3 if hisemployment with the Bank terminates for any reason prior to a Change in Control(except as may be provided below), or if his employment with the Companyterminates after a Change in Control but such termination or resignation is nota Terminating Event.  In addition, exceptas provided in Section 2, no Severance Payment will be made to Executive underSection 3.6 of this Agreement with respect to a Terminating Event which occursmore than one year after a Change in Control (which one

 

 

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yearperiod shall be calculated from the effective date of the Takeover Transactionif the Terminating Event occurs after a Takeover Transaction).

 

                3.7           Applicability of Change in ControlProvisions.  The provisions ofSection 3****shall terminate upon the earliest of(i) the termination by the Company or the Bank of Executive’s employment forany reason prior to a Change in Control, (ii) the termination of Executive’semployment by the Company or the Bank after a Change in Control because ofdeath or disability or for Cause, (iii) Executive’s resignation or terminationof employment with the Company or the Bank for any reason other than GoodReason prior to a Change in Control, and (iv) Executive’s resignation ortermination of employment after a Change in Control on or after the firstanniversary of the Takeover Transaction or events specified in Sections3.2(iii) or (iv).

 

**               **3.8           Limitation on Benefits**. **(a) It is theintention of the parties that no payments by the Company or the Bank toExecutive or for Executive’s benefit under this Agreement or any otheragreement or plan pursuant to which Executive is entitled to receive paymentsor benefits shall be non-deductible to the Company or the Bank by reason of theoperation of Section 280G****of theInternal Revenue Code of 1986,****as amended(the “Code”), relating to parachute payments. Accordingly, and notwithstanding any other provision of this Agreementor any such agreement or plan, if by reason of the operation of said Section280G,****any such payments exceed the amountwhich can be deducted by the Company and the Bank, such payments shall bereduced to the maximum amount which can be deducted by the Company and theBank.  To the extent that paymentsexceeding such maximum deductible amount have been made to Executive orExecutive’s beneficiary, Executive or Executive’s beneficiary shall refund suchexcess payments to the Company or the Bank, as the case may be, with interestthereon at the Applicable Federal Rate determined under Section 1274(d)****of the Code, compounded annually, or at such other rate asmay be required in order that no such payments shall be non-deductible to theCompany or the Bank by reason of the operation of said Section 280G.  To the extent that there is more than onemethod of reducing the payments to bring them within the limitations of saidSection 280G,****Executive shall determine whichmethod shall be followed, *provided that*ifExecutive fails to make such determination within forty-five (45) days afterthe Company has sent Executive written notice of the need for such reduction,the Company may determine the method of such reduction in its sole discretion.

 

                (b)           If any dispute between the Companyand Executive as to any of the amounts to be determined under Section 3.8(a),or the method of calculating such amounts, cannot be resolved by Executive andthe Company, either the Company or Executive after giving three (3)****days written notice to the other, may refer the dispute toa partner in the Boston, Massachusetts office of a firm of independentcertified public accountants selected jointly by Executive and theCompany.  The determination of suchpartner as to the amount to be determined under Section 3.8(a) and the methodof calculating such amounts shall be final and binding on Executive, theCompany and the Bank.  The Company shallbear the costs of any such determination.

 

**               **4.             Miscellaneous.

 

                4.1           Confidential Information.  Unless Executive first secures the Company’sconsent, he shall not disclose or use, at any time either during or subsequentto his employment by the

 

 

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Company or the Bank,except as required by his duties to the Company or Bank, any secret orconfidential information of the Company or Bank of which Executive becomesinformed during his employment, whether or not developed by him.  The term “confidential information” includes,without limitation, financial information, business plans, prospects, andopportunities (such as lending relationships, financial product developments,or possible acquisitions or dispositions of business or facilities) which havebeen discussed or considered by the Company’s or Bank’s management, but doesnot include any information which has become part of the public domain by meansother than Executive’s non-observance of his obligations hereunder.

 

                4.2           Non-Competition.  During Executive’s employment by theCompany and the Bank hereunder, and during a period of one (1) year followingthe date of termination of his employment with the Company or the Bank for anyreason, Executive will not, directly or indirectly, whether as partner,consultant, agent, employee, co-venturer, greater than 2% owner, or otherwise,or through any Person (as hereafter defined),

 

                                (a)           attempt to recruit any employee ofthe Company or Bank, assist in such hiring by any other Person, or encourageany such employee to terminate his or her relationship with the Company orBank, or

 

                                (b)           encourage any customer of the Companyor Bank to conduct with any other Person any business or activity which suchcustomer conducts or could conduct with the Company or Bank.

 

For purposes of this Section 4.2, the term “Person”shall mean an individual, a corporation, an association, a partnership, anestate, a trust and any other entity or organization.

 

                4.3           NoConflicting Obligations.  TheCompany and the Bank, in entering into this Agreement, understand, andExecutive hereby represents, that he is not under any obligation to any formeremployer or any person, firm or corporation that would prevent, limit orimpair, in any way, the performance by Executive of his duties as an employeeof the Company or the Bank.

 

                4.4           EthicalBehavior.  Upon termination bythe Company or the Bank of Executive’s employment for any reason, Executiveshall act at all times in an ethical manner with regard to the Bank and theCompany, and during the one-year period following the date of such termination,shall take no action which directly or indirectly could reasonably be expectedto have the effect of terminating or otherwise adversely affecting therelationship of the Company or the Bank with any employee of, or others withbusiness or advantageous relationships with, the Company or any of itsaffiliates, including the Bank.

 

                4.5           Withholding.  All payments made by the Company or the Bankunder this Agreement will be net of any tax or other amounts required to bewithheld by the Company or the Bank under applicable law.

 

 

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                4.6           LegalFees.** **Uponsubmission of appropriate statements or documentation, the  Company and the Bank jointly and severallyagree to reimburse Executive for reasonable legal fees actually incurred by himin connection with the enforcement of the terms of this Agreement following aChange in Control, *provided,**however,* that neither the Company nor the Bank shall not beobligated to reimburse Executive for any legal fees or expenses incurred by himin connection with the Company’s or the Bank’s enforcement of the terms of thisAgreement or in connection with any arbitration or litigation in which theCompany or the Bank is the prevailing party.

 

                4.7           BindingEffect.  This Agreement isbinding upon and will inure to the benefit of the parties hereto and theirrespective heirs, administrators, executors, successors and assigns.  The Company and the Bank will require anysuccessor (whether direct or indirect, by purchase, merger, consolidation orotherwise) to all or substantially all of the business and/or assets of theCompany or the Bank, as the case may be, to assume expressly and perform thisAgreement.  Failure of the Company or theBank, as applicable, to obtain such assumption and agreement prior to theeffectiveness of any such succession shall be a breach of this Agreement andshall entitle Executive to compensation from the Bank in the same amount and onthe same terms as he would be entitled to hereunder following a TerminatingEvent, except that for purposes of implementing the foregoing, the date onwhich any such succession becomes effective shall be deemed the date on which Executivebecomes entitled to such compensation from the Bank.  As used in this Agreement, “Bank” shall meanthe Bank, as hereinbefore defined and any successor to its business and/orassets as aforesaid which assumes and agrees to perform this Agreement byoperation of law, or otherwise.

 

                4.8           Arbitrationof Disputes.  Any dispute,controversy or claim arising out of or relating to this Agreement or the breachor performance hereof will be settled by arbitration in accordance with thelaws of the State of Rhode Island by an arbitrator mutually agreed upon byExecutive and the Company and/or the Bank. If an arbitrator cannot be agreed upon, Executive shall choose anarbitrator and the Company and/or the Bank shall choose an arbitrator, andthese two together shall select a third arbitrator.  If the first two arbitrators cannot agree onthe appointment of a third arbitrator, then the third arbitrator will beappointed by the American Arbitration Association in Providence, RhodeIsland.  Such arbitration will beconducted in the City of Providence in accordance with the CommercialArbitration Rules of the American Arbitration Association, except with respectto the selection of arbitrators which shall be as provided in this Section 4.8.  Judgment upon the award rendered by thearbitrators may be entered in any court having jurisdiction thereof.

 

                4.9           Indemnification.  The Company and the Bank each herebycovenants and agrees to indemnify Executive and hold him harmless fully,completely, and absolutely against and in respect to any and all actions,suits, proceedings, claims, demands, judgments, costs, expenses (includingattorney’s fees), losses, and damages resulting from his good faith performanceof his duties and obligations under the terms of this Agreement.

 

                4.10         Guaranty.  The Company hereby guarantees the due andpunctual performance in full by the Bank of its covenants, agreements andobligations contained herein.

 

 

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                INWITNESS WHEREOF, the parties have executed this Agreement on the 24thday of February, 2006

 

 
|   |   | BANCORP RHODE ISLAND,  INC.            |
|--------|--------|----------------------------------------|
|   |   |                                   |
|   |   | By:                                    | /s/ Merrill W. Sherman |   |
|   |   | Merrill W. Sherman                     |
|   |   | President and Chief  Executive Officer |
|   |   |                                   |
|   |   | BANK RHODE ISLAND                      |
|   |   |                                   |
|   |   | By:                                    | /s/ Merrill W. Sherman |   |
|   |   | Merrill W. Sherman                     |
|   |   | President and Chief  Executive Officer |
|   |   |                                   |
|   |   | EXECUTIVE                              |
|   |   |                                   |
|   |   | /s/ Jeffrey W. Angus                   |   |
|   |   | Jeffrey  W. Angus                      |

 

 

 

 

 

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