Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT is entered into as of March 27, 2018, by and among WELLESLEY
BANCORP, INC., (the “Corporation”), WELLESLEY
BANK, a wholly-owned subsidiary of the Corporation (the “Bank”),
and THOMAS J. FONTAINE (the “Executive”) (the
“Agreement”). The Corporation and the Bank are sometimes referred to in this Agreement individually and together as
the “Employer,” or “Employers.”


 


WHEREAS, the
parties desire by this writing to set forth the continuing employment relationship between the Bank, the Corporation and the Executive;
and


 


WHEREAS, this
Agreement shall supersede any and all prior employment agreements by and between the Bank, the Corporation and the Executive, and
any amendments thereto.


 


NOW,
THEREFORE, in consideration of these premises, the mutual covenants contained herein, and other good and valuable consideration
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.


 


ARTICLE 1


EMPLOYMENT


 


1.1       Employment.
The Executive is employed as President and Chief Executive Officer of each of the Corporation and
the Bank according to the terms and conditions of this Agreement and for the period stated in Section 1.3 of this Agreement. The
Executive shall report directly to the Boards of Directors of the Corporation and the Bank.


 


1.2       Duties.
As President and Chief Executive Officer, the Executive shall perform all duties and have all powers
associated with these positions, as set forth in any job description provided to the Executive by the Bank or the Corporation and/or
as assigned to him by the Boards of Directors of the Corporation and/or the Bank.


 


The duties and responsibilities
assigned to the Executive by the Boards of Directors of the Corporation and the Bank shall be consistent with the duties and responsibilities
as would be customarily assigned to a person occupying the positions held by the Executive pursuant to the terms of this Agreement.
During the period of Executive’s employment hereunder, except for periods of absence occasioned by illness, reasonable vacation
periods, and reasonable leaves of absence, Executive shall devote substantially all his business time, attention, skill, and efforts
to the faithful performance of his duties hereunder, including activities and services related to the organization, operation and
management of the Corporation, the Bank and direct or indirect subsidiaries of the Corporation or the Bank and participation in
community, professional and civic organizations; provided, however, that, with the approval of the Boards of Directors of the Corporation
and the Bank, as evidenced by a resolution of such board, from time to time, Executive may serve, or continue to serve, on the
boards of directors of, and hold any other offices or positions in, companies or organizations, which, in such judgment of the
Boards of Directors of the Corporation and the Bank, will not present any conflict of interest with the Corporation, the Bank or
its Subsidiaries, or materially affect the performance of Executive’s duties pursuant to this Agreement. Notwithstanding
the foregoing, without the prior written consent of the board of directors of each of the Corporation and the Bank, during the
term of this Agreement, the Executive shall not render services to or for any person, firm, corporation, or other entity or organization
in exchange for compensation, regardless of the form in which the compensation is paid and regardless of


 






     

     


    

 


whether it is paid directly
or indirectly to the Executive. Nothing in this Section 1.2 shall prevent the Executive from managing personal investments and
affairs, provided that doing so does not interfere with the proper performance of the Executive’s duties and responsibilities
under this Agreement.


 


1.3       Term.


 


(a)       Unless
terminated earlier in accordance with Section 3 hereof, this Agreement and Executive’s employment hereunder shall be for:
(i) the initial term, consisting of the period commencing on the date of this Agreement (the “Effective Date”) and
ending thirty-six (36) months after the Effective Date, plus (ii) any and all extensions of the term of this Agreement made pursuant
to this Section 1.3. Commencing on the Effective Date the term of this Agreement shall be
extended for one day each day until such time as the Boards of Directors of the Bank and the Corporation or the Executive elects
not to extend the term of the Agreement by giving proper written notice to the other party, in which case the term of this Agreement
shall be fixed and shall end on the third anniversary of the date of such written notice.


 


(b)       Notwithstanding
anything herein contained to the contrary, Executive’s employment with the Employers may be terminated by the Corporation,
the Bank or Executive during the term of this Agreement, subject to the terms and conditions of this Agreement. However, Executive
shall not perform, in any respect, directly or indirectly, during the pendency of his temporary or permanent suspension or termination
from the Corporation or the Bank, duties and responsibilities formerly performed at the Corporation or the Bank as part of his
duties and responsibilities as President and Chief Executive Officer of the Corporation or the Bank.


 


1.4       Service
on the Boards of Directors. The Executive serves as a member of the board of directors each of the Corporation
and the Bank. The board of directors of each of the Corporation and the Bank shall undertake every lawful effort to ensure that
the Executive continues throughout the term of his employment to be elected or reelected as a director of the Corporation and the
Bank. Notwithstanding anything in this Agreement to the contrary, unless otherwise agreed to by the parties, the Executive shall
be deemed to have resigned as a director of each of the Corporation and the Bank effective immediately after termination of the
Executive’s employment under Article 3 of this Agreement, regardless of whether the Executive submits a formal, written resignation
as director.


 


ARTICLE 2


COMPENSATION AND BENEFITS


 


2.1       Base
Salary. During the term of this Agreement, the Employer agrees to pay or cause to be paid to the Executive a salary
at the annual rate of not less than $399,000, payable according to the regular payroll practices of the Employer. The Executive’s
salary shall be subject to annual review. The Executive’s salary, as the same may be modified from time to time, is referred
to in this Agreement as the “Base Salary.” All compensation under this Agreement shall be subject to customary income
tax withholding and such other employment taxes as are imposed by law.


 


2.2       Incentive
Compensation. 


 


(a)       The
Executive shall be eligible for an incentive bonus at the discretion of the Board, subjectively based on the Bank’s performance.
Such incentive compensation shall be awarded in March of each year.


 






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2.3       Benefit
Plans and Perquisites. During the term of the Agreement, the Executive shall be eligible (x) to participate in any
and all officer or employee compensation, incentive compensation and benefit plans in effect from time to time, including without
limitation plans providing retirement, medical, dental, disability, and group life benefits and including stock-based compensation,
incentive, or bonus plans existing on the date of this Agreement or adopted after the date of this Agreement, provided that the
Executive satisfies the eligibility requirements for any the plans or benefits, and (y) to receive any and all fringe and other
benefits provided from time to time, including the specific items described in (a)-(f) below.


 


(a)       Reimbursement
of business expenses. The Executive shall be entitled to reimbursement for all reasonable business expenses incurred
while performing his obligations under this Agreement, including but not limited to all reasonable business travel and entertainment
expenses incurred while acting at the request of or in the service of the Employers and reasonable expenses for attendance at annual
and other periodic meetings of trade associations. Expenses will be reimbursed if they are submitted in accordance with the Employer’s
policies and procedures.


 


(b)       Automobile.
The Employer shall provide the Executive with, and the Executive shall have the primary use of, an automobile owned or leased by
the Employer. The Employer shall pay (or reimburse the Executive) for all expenses of insurance, registration, operation and maintenance
of the automobile. The Executive shall comply with reasonable reporting and expense limitations on the use of such automobile,
as the Employer may establish from time to time, and the Employer shall annually include on the Executive’s Form W-2 any
amount attributable to the Executive’s personal use of such automobile. In addition, on the date of the Executive’s
retirement or termination other than for Cause, the Employer shall transfer the title and ownership of the vehicle in use to the
Executive and shall make federal and state withholding tax deposits for the quarter on behalf of the Executive in amounts calculated
as the “Tax Gross-Up” pursuant to this Section 2.2(b). The Tax Gross-Up shall be calculated by first determining the
fair value of the vehicle at the date of transfer. This fair value will be divided by the “Tax %” and the fair value
will then be subtracted for the result to determine the Tax Gross-Up to be deposited. The Tax % will be the result of subtracting
the sum of the Executive’s marginal tax rates for federal and state income taxes, employee Medicare tax, and, if applicable,
employee Social Security tax from 100.0%.


 


(c)       Deferred
Compensation and Split Dollar Program. The Executive shall be entitled to participate in the Split Dollar Insurance
Program of the Employer in existence as of the Effective Date and in future deferred compensation or split dollar programs proposed
by the Governance Committee and approved by the Boards of Directors of the Corporation and/or the Bank.


 


(d)       Professional
Associations. The Executive shall be entitled to attend such courses, conferences and seminars of his selection
at the Employer’s expense, including the cost of spouse accompanied travel when deemed appropriate by the Boards of Directors
of the Bank and the Corporation, provided that the Bank and the Corporation shall only be required to cover reasonable expense
associated with the Executive’s attendance at such courses, conferences and seminars that are incurred consistent with the
Bank’s and the Corporation’s budget operating plan and policies then in effect.


 


(e)       Facilities.
The Employer will furnish the Executive with the working facilities and staff customary for executive officers with comparable
titles and duties of the Executive as set forth in Sections 1.1 and 1.2 of this Agreement and as are necessary for the Executive
to perform his duties. The location of such facilities and staff shall be at the principal administrative offices of the Corporation,
or at such other site or sites customary for such offices.


 






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2.4       Vacation;
Leave. The Executive shall be entitled to sick leave and paid annual vacation in accordance with policies established
from time to time by the Employer. In addition to paid vacations (of no less than four (4) weeks on a non-cumulative basis) and
other leave, the Boards of Directors of the Corporation and the Bank may grant the Executive a leave or leaves of absence, with
or without pay, at such time or times and upon such terms and conditions as the respective boards of directors may determine.


 


2.5       Insurance.
The Employer shall maintain or cause to be maintained liability insurance covering the Executive throughout the term of this Agreement.


 


ARTICLE 3


EMPLOYMENT TERMINATION


 


3.1       Termination
Because of Death.


 


(a)       Death.
The Executive’s employment and this Agreement shall terminate automatically at the Executive’s death. If the Executive
dies in active service with the Bank and the Corporation, the Executive’s spouse, or, if there is no surviving spouse, his
estate, shall receive any sums due to the Executive as Base Salary and reimbursement of expenses through the date his death occurred.


 


(b)       Disability.
By delivery of written notice thirty (30) days in advance to the Executive, the Bank and/or Corporation may terminate the Executive’s
employment and this Agreement if the Executive is disabled. Upon termination, the Executive shall receive any sums due to him as
Base Salary and reimbursement of expenses through the date of his termination. The Executive shall also receive as Disability pay,
100% of his Base Salary until the later of: the month prior to the month for which the Executive’s long-term disability benefits
become payable, or six (6) months commencing with the month following the month in which the date of termination occurs. For purposes
of this Agreement, the Executive shall be considered disabled if: (i) he is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected
to last for a continuous period of not less than twelve (12) months, or (ii) he is, by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not les than
twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and
health plan covering employees of the Employer. Medical determination of a disability may be made by either the Social Security
Administration or by the provider of an accident or health plan covering employees of the Bank. Upon the request of the Employer,
the Executive must submit proof of the Social Security Administration’s or the provider’s determination. The Executive
shall not be considered disabled, however, if the Executive returns to work on a full-time basis within thirty (30) days after
the Employer gives notice of termination due to disability. If the Executive is terminated by either of the Corporation or the
Bank because of disability, the Executive’s employment with the other shall also terminate at the same time. During the period
of incapacity leading up to the termination of the Executive’s employment under this provision, the Employer shall continue
to pay the full Base Salary at the rate then in effect and all perquisites and other benefits (other than bonus) until the Executive
becomes eligible for benefits under any disability plan or insurance program maintained by the Bank, provided that the amount of
the payments by the Bank to the Executive under this Section 3.1(b) shall be reduced by the sum of the amounts, if any, payable
to the Executive for the same period under any disability benefit or pension plan covering the Executive.


 






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3.2       Involuntary
Termination with Cause. The Employer may terminate the Executive’s employment for Cause. If the Executive’s
employment terminates for Cause, the Executive shall receive the Base Salary through the date on which termination becomes effective
and reimbursement of expenses to which the Executive is entitled when termination becomes effective. If the Executive is terminated
for Cause by either of the Corporation or the Bank, the Executive shall be deemed also to have been terminated for Cause by the
other. The Executive shall not be deemed to have been terminated for Cause under this Agreement unless and until there is delivered
to the Executive a copy of a resolution adopted at a meeting of the board of directors called and held for the purpose, which resolution
shall (x) contain findings that the Executive has committed an act constituting Cause, and (y) specify the particulars thereof.
The resolution of the board of directors shall be deemed to have been duly adopted if and only if it is adopted by the affirmative
vote of 75% of the directors of the Corporation then in office or a majority of the directors of the Bank then in office, in either
case excluding the Executive. Notice of the meeting and the proposed termination for Cause shall be given to the Executive a reasonable
time before the meeting of the board of directors. The Executive and the Executive’s counsel (if the Executive chooses to
have counsel present) shall have a reasonable opportunity to be heard by the board of directors at the meeting. For purposes of
this Agreement “Cause” means any of the following:


 


		(1)	a material act of personal dishonesty in performing Executive’s duties on behalf of the Employers;



 


		(2)	a willful misconduct that in the judgment of the boards of directors will likely cause economic
damage to the Employers or their affiliates or injury to the business reputation of the Employers or their affiliates;



 


		(3)	a breach of fiduciary duty involving personal profit;



 


		(4)	the intentional failure to perform stated duties under this Agreement after written notice thereof
from the board of directors if such failure is not cured within thirty (30) days of such notice;



 


		(5)	a willful violation of any law, rule or regulation (other than minor or routine traffic violations
or similar offenses) that reflects adversely on the reputation of the Company or the Association or its affiliates, any felony
conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;



 


		(6)	a material breach by the Executive of any provision of this Agreement.



 


No act, or failure to act, on the Executive’s
part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without
reasonable belief that his action or failure to act was in the best interest of the Company.


 


3.3       Voluntary
Termination by the Executive Without Good Reason. If the Executive terminates employment without Good Reason (as
defined herein), the Executive shall receive the Base Salary and expense reimbursement to which the Executive is entitled through
the date on which termination becomes effective. The Executive must provide the Employers with sixty (60) days notice of termination
under this provision.


 


3.4       Involuntary
Termination Without Cause and Voluntary Termination with Good Reason. With written notice to the Executive at least
sixty (60) days in advance, the Employer may terminate the Executive’s employment without Cause. Termination shall take effect
at the end of the


 






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notice period. With advance written notice to the Employer as provided in clause (y), the Executive may terminate
employment for Good Reason. If the Executive’s employment terminates involuntarily without Cause or voluntarily but with
Good Reason, the Executive shall be entitled to the benefits specified in Article 4 of this Agreement. For purposes of this Agreement,
a voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if the conditions stated
in both clauses (x) and (y) of this Section 3.4 are satisfied:


 


(x)       a
voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if any of the following occur
without the Executive’s written consent, and the term Good Reason shall mean the occurrence of any of the following without
the Executive’s written consent:


 


		(1)	a material diminution of the Executive’s Base Salary;



 


		(2)	a material diminution of the Executive’s authority,
duties, or responsibilities;



 


		(3)	a change in the Executive’s reporting responsibilities so that the Executive reports to an
officer or employee instead of reporting directly to the board of directors or the failure re-elected the Executive to the board
of directors;



 


		(4)	any other action or inaction that constitutes a material breach by the Employer under this Agreement.



 


(y)       the
Executive must give notice to the Employer of the existence of one or more of the conditions described in clause (x) within sixty
(60) days after the initial existence of the condition, and the Employer shall have thirty (30) days thereafter to remedy the condition.
In addition, the Executive’s voluntary termination because of the existence of one or more of the conditions described in
clause (x) must occur within six (6) months after the initial existence of the condition.


 


If the Executive terminates
employment with the Corporation or the Bank involuntarily without Cause or voluntarily for Good Reason, the Executive shall be
deemed also to have terminated employment for Good Reason or without Cause with the other.


 


ARTICLE 4


SEVERANCE COMPENSATION


 


4.1       Cash
Severance after Termination Without Cause or Termination for Good Reason. 


 


(a)       Subject
to the possibility that cash severance after employment termination might be delayed under Section 4.1(b), if the Executive’s
employment terminates involuntarily but without Cause or if the Executive voluntarily terminates employment with Good Reason, the
Executive shall receive a lump sum payment, within ten (10) business days of his termination, equal to the product of his (i) Average
Monthly Compensation multiplied by (ii) the number of months (including partial months) from the effective date of his termination
through the then unexpired term of the Agreement or, if greater, twelve (12). In addition, from the effective date of the termination
through the then un-expired portion of the term of the Agreement (or, if greater, for a period of twelve months following the effective
date of the termination (the “Severance Period”), the Employer shall pay an amount equal to what would be the Executive’s
cost of COBRA health continuation coverage for the Executive and eligible dependents for the greater of the Severance Period or
the period during which the Executive and those eligible dependents are entitled to COBRA health continuation coverage from the
Employer. However, the Employer and the Executive acknowledge and agree that the compensation and benefits under this


 






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Section 4.1
shall not be payable if compensation and benefits are payable or shall have been paid to the Executive under Article 5 of this
Agreement. For purposes of this Section 4.1, the terms “Average Monthly Compensation” means the highest amount of the
Executive’s compensation reported in Box 5 on Form W-2 for three years divided by 12.


 


(b)       If
when employment termination occurs the Executive is a “specified employee” within the meaning of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”) if the cash severance payment under Section 4.1(a) would be
considered deferred compensation under Section 409A of the Code, and finally if an exemption from the six-month delay requirement
of Section 409A(a)(2)(B)(i) of the Code is not available, the payment, to the extent or amount necessary, will be made to the Executive
without interest on the first business day of the seventh (7th) month after the month in which the Executive’s
employment terminates. References in this Agreement to Section 409A of the Code include rules, regulations, and guidance of general
application issued by the Department of the Treasury under Section 409A of the Code.


 


ARTICLE 5


CHANGE IN CONTROL BENEFITS


 


5.1       Change
in Control Benefits. If a Change in Control occurs during the term of this Agreement and thereafter during the term
of the Agreement: (i) the Executive’s employment terminates involuntarily but without Cause, (ii) the Executive voluntarily
terminates employment for Good Reason, or (iii) the Executive voluntarily terminates employment for any reason, upon thirty (30)
days’ notice within the period commencing ninety (90) days prior to the Change in Control and ending twelve (12) months following
a Change in Control, the Executive shall receive a lump sum payment, within ten (10) business days of his termination, equal to
three (3) times Executive’s highest annual compensation reported in Box 5 of the Executive’s Form W-2 for the three
(3) calendar years prior to a Change in Control. In addition, the Executive shall be entitled to a lump sum cash payment (within
ten (10) business days of his termination of employment under this Section 5.1) equal to the cost of the Executive’s portion
of his health insurance coverage for himself and his eligible dependents for thirty-six (36) months. The lump sum payment for health
insurance coverage shall be determined by using the cost of COBRA health continuation coverage for the Executive and his eligible
dependents at the time of his termination of employment and assuming a 6% increase in cost of coverage each year for the thirty-six
(36) month period. The Employers and the Executive acknowledge and agree that the compensation and benefits under this Section
5.1 shall not be payable if compensation and benefits are payable or shall have been paid to the Executive under Article 4 of this
Agreement. Insurance coverage and the cash severance provided under this Section 5.1 is subject to the provisions of Section 4.1(b)
of this Agreement.


 


5.2       Change
in Control Defined. For purposes of this Agreement “Change in Control” means a change in control as
defined in Section 409A of the Code and rules, regulations, and guidance of general application thereunder issued by the Department
of the Treasury, including:


 


(a)       Change
in ownership:. a change in ownership of the Corporation occurs on the date any one person or group accumulates ownership
of Corporation stock constituting more than 50% of the total fair market value or total voting power of Corporation stock,


 


(b)       Change
in effective control: (x) any one person or more than one person acting as a group acquires within a 12-month period
ownership of Corporation stock possessing 30% or more of the total voting power of Corporation stock, or (y) a majority of the
Corporation’s board of directors is replaced during any 12-month period by directors whose appointment or election is not
endorsed in advance by a majority of the Corporation’s board of directors, or


 






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(c)       Change
in ownership of a substantial portion of assets:  a change in ownership of a substantial portion of the Corporation’s
assets occurs if in a 12-month period any one person or more than one person acting as a group acquires from the Corporation assets
having a total gross fair market value equal to or exceeding 40% of the total gross fair market value of all of the Corporation’s
assets immediately before the acquisition or acquisitions. For this purpose, gross fair market value means the value of the Corporation’s
assets, or the value of the assets being disposed of, determined without regard to any liabilities associated with the assets.


 


5.3       Change
in Control Best Payments Determination. Notwithstanding any other provision of this Agreement to the contrary, if
payments made or benefits provided pursuant to Section 5 or otherwise from the Bank, the Corporation or any affiliate of the
Bank or the Corporation are considered “parachute payments” under Section 280G of the Internal Revenue Code of
1986, as amended (the “Code”), then such payments or benefits shall be limited to the greatest amount that may be paid
to Executive under Section 280G of the Code without causing any loss of deduction to the Corporation or its affiliates under
such section, but only if, by reason of such reduction, the net after tax benefit to Executive shall exceed the net after tax benefit
if such reduction were not made. “Net after tax benefit” for purposes of this Agreement shall mean the
sum of (i) the total amounts payable to Executive under Section 5, plus (ii) all other payments and benefits which
the Executive receives or then is entitled to receive from the Bank, the Corporation or any affiliate of the Bank or the Corporation
that would constitute a “parachute payment” within the meaning of Section 280G of the Code, less (iii) the
amount of federal, state and local income and payroll taxes payable with respect to the foregoing calculated at the maximum marginal
tax rates for each year in which the foregoing shall be paid to Executive (based upon the rate in effect for such year as set forth
in the Code at the time of termination of Executive’s employment), less (iv) the amount of excise taxes imposed with
respect to the payments and benefits described in (i) and (ii) above by Section 4999 of the Code. The determination
as to whether and to what extent payments are required to be reduced in accordance with this Section 6 shall be made at the
Employer’s expense by an accounting firm or law firm experienced in such matters. Any reduction in payments required by this
Section 6 shall occur in the following order: (i) any cash severance, (ii) any other cash amount payable to Executive,
(iii) any benefit valued as a “parachute payment,” (iv) the acceleration of vesting of any equity awards
that are options, and (v) the acceleration of vesting of any other equity awards. Within any such category of payments and
benefits, a reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning
of Section 409A of the Code and then with respect to amounts that are. In the event that acceleration of compensation from
equity awards is to be reduced, such acceleration of vesting shall be canceled, subject to the immediately preceding sentence,
in the reverse order of the date of grant.


 


ARTICLE 6


CONFIDENTIALITY AND CREATIVE WORK


 


6.1       Non-disclosure.
The Executive covenants and agrees not to reveal to any person, firm, or corporation any confidential information of any nature
concerning the Employer or its business, or anything connected therewith. As used in this Article 6 the term “confidential
information” means all of the Employer’s and the Employer’s affiliates’ confidential and proprietary information
and trade secrets in existence on the date hereof or existing at any time during the term of this Agreement, including but not
limited to:


 


(a)       the
whole or any portion or phase of any business plans, financial information, purchasing data, supplier data, accounting data, or
other financial information;


 


(b)       the
whole or any portion or phase of any research and development information, design procedures, algorithms or processes, or other
technical information;


 






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(c)       the
whole or any portion or phase of any marketing or sales information, sales records, customer lists, prices, sales projections,
or other sales information; and


 


(d)       trade
secrets, as defined from time to time by the laws of Massachusetts. This Section 6.1 does not prohibit disclosure required by an
order of a court having jurisdiction or a subpoena from an appropriate governmental agency or disclosure made by the Executive
in the ordinary course of business and within the scope of the Executive’s authority.


 


6.2       Return
of Materials. The Executive agrees to immediately deliver or return to the Employer upon request of the Employer,
upon termination, upon expiration of this Agreement, or as soon thereafter as possible, all written information and any other similar
items furnished by the Employer or prepared by the Executive in connection with the Executive’s services hereunder and to
immediately delete all electronically stored data of the Employer maintained on the Executive’s personal computers and to
return all Employer-provided computers or communication devices. The Executive will retain no copies thereof after termination
of this Agreement or termination of the Executive’s employment.


 


6.3       Creative
Work. The Executive agrees that all creative work and work product, including but not limited to all technology,
business management tools, processes, software, patents, trademarks, and copyrights developed by the Executive during the term
of this Agreement, regardless of when or where such work or work product was produced, constitutes work made for hire, all rights
of which are owned by the Employer. The Executive hereby assigns to the Employer all rights, title, and interest, whether by way
of copyrights, trade secret, trademark, patent, or otherwise, in all such work or work product, regardless of whether the same
is subject to protection by patent, trademark, or copyright laws.


 


6.4       Affiliates’
Confidential Information is Covered; Confidentiality Obligation Survives Termination. For purposes of this Agreement,
the term “affiliate” of the Employer includes any entity that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with the Corporation or the Bank. The rights and obligations set forth in
this Article 6 shall survive termination of this Agreement.


 


6.5       Injunctive
Relief. The Executive acknowledges that it is impossible to measure in money the damages that will accrue to the
Employer if the Executive fails to observe the obligations imposed by this Article 6. Accordingly, if the Employer institutes an
action to enforce the provisions hereof, the Executive hereby waives the claim or defense that an adequate remedy at law is available
to the Employer, and the Executive agrees not to urge in any such action the claim or defense that an adequate remedy at law exists.
The confidentiality and remedies provisions of this Article 6 shall be in addition to and shall not be deemed to supersede or restrict,
limit, or impair the Employer’s rights under applicable state or federal statute or regulation dealing with or providing
a remedy for the wrongful disclosure, misuse, or misappropriation of trade secrets or proprietary or confidential information.


 


ARTICLE 7


COMPETITION AFTER EMPLOYMENT TERMINATION


 


7.1       Covenant
Not to Solicit Employees. The Executive agrees not to, directly or indirectly, solicit or employ the services of
any officer or employee of the Employer (including an individual who was an officer or employee of the Employer during the one
year period following the Executive’s termination) for one year after the Executive’s employment termination, other
than a termination by the Employer without Cause or termination by the Executive for Good Reason.


 






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7.2       Covenant
Not to Solicit Customers. The Executive agrees not to, directly or indirectly (without the written consent of the
Employer) on his own behalf or in the service or on behalf of others, solicit, divert or appropriate or attempt to solicit, divert
or appropriate, directly or by assisting others, any business from any of the Employers’ customers (or the customers of any
affiliate of the Employers), including actively sought prospective customers, with whom the Executive has or had material contact
during the last two years of the Executive’s employment, for purposes of providing products or services that are competitive
with those provided by the Employers, for one year after the Executive’s employment termination, other than a termination
by the Employer without Cause or termination by the Executive for Good Reason.


 


7.3       Covenant
Not to Compete.


 


(a)        The
Executive covenants and agrees not to compete directly or indirectly with the Employer for one year after employment termination,
other than a termination by the Employer without Cause or a termination by the Executive for Good Reason. For purposes of this
Section 7.3:


 


(1)       the
term compete means:


 


		(i)	providing financial products or services on behalf of any financial institution for any person
residing in the territory;



 


		(ii)	assisting (other than through the performance of ministerial or clerical duties) any financial
institution in providing financial products or services to any person residing in the territory; or



 


		(iii)	inducing or attempting to induce any person who was a customer of the Employer at the date of the
Executive’s employment termination to seek financial products or services from another financial institution.



 


(2)       the
words directly or indirectly
mean:


 


		(i)	acting as a consultant, officer, director, independent contractor, or employee of any financial
institution in competition with the Employer in the territory, or



 


		(ii)	communicating to such financial institution the names or addresses or any financial information
concerning any person who was a customer of the Employer when the Executive’s employment terminated.



 


		(3)	the term customer means
any person to whom the Employer is providing financial products or services on the date of the Executive’s employment termination
or within one year thereafter.



 


		(4)	the term financial institution
means any bank, savings association, or bank or savings association holding company, or any other institution, the business of
which is engaging in activities that are financial in nature or incidental to such financial activities as described in Section
4(k) of the Bank Holding Company Act of 1956, other than the Employer or any of its affiliated corporations.



 


		(5)	financial product or service
means any product or service that a financial institution or a financial holding company could offer by engaging in any activity



 






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	 	 	that is financial in nature or incidental to such a financial activity under Section 4(k) of the Bank Holding Company Act of 1956
and that is offered by the Employer or an affiliate on the date of the Executive’s employment termination, including but
not limited to banking activities and activities that are closely related and a proper incident to banking.



 


		(6)	the term person means any
individual or individuals, corporation, partnership, fiduciary or association.



 


		(7)	the term territory means
the geographic area within a fifty (50) miles radius of any office or branch of the Bank.



 


(b)       If
any provision of this section or any word, phrase, clause, sentence or other portion thereof (including, without limitation, the
geographical and temporal restrictions contained therein) is held to be unenforceable or invalid for any reason, the unenforceable
or invalid provision or portion shall be modified or deleted so that the provisions hereof, as modified, are legal and enforceable
to the fullest extent permitted under applicable law.


 


(c)       The
Executive acknowledges that the Employer’s willingness to enter into this Agreement and to make the payments contemplated
by Articles 3 and 4 of this Agreement is conditioned on the Executive’s acceptance of the covenants set forth in Articles
6 and 7 of this Agreement and that the Employer would not have entered into this Agreement without such covenants in force.


 


7.4       Injunctive
and Other Relief. Because of the unique character of the services to be rendered by the Executive hereunder, the
Executive understands that the Employer would not have an adequate remedy at law for the material breach or threatened breach by
the Executive of any one or more of the Executive’s covenants in this Article 7. Accordingly, the Executive agrees that the
Employer’s remedies for a breach of this Article 7 include, but are not limited to, (x) forfeiture of any money representing
accrued salary, contingent payments, or other fringe benefits (including any amount payable pursuant to Article 4) due and payable
to the Executive during the period of any breach by Executive, and (y) a suit in equity by the Employer to enjoin the Executive
from the breach or threatened breach of such covenants. The Executive hereby waives the claim or defense that an adequate remedy
at law is available to the Bank and the Executive agrees not to urge in any such action the claim or defense that an adequate remedy
at law exists. Nothing herein shall be construed to prohibit the Employer from pursuing any other or additional remedies for the
breach or threatened breach.


 


7.5       Article
7 Survives Termination But Is Void After a Change in Control. The rights and obligations set forth in this Article
7 shall survive termination of this Agreement. However, Article 7 shall become null and void effective immediately upon a Change
in Control.


 


ARTICLE 8


MISCELLANEOUS


 


8.1       Successors
and Assigns.


 


(a)       This
Agreement shall be binding upon the Employers and any successor to the Employers, including any persons acquiring directly or indirectly
all or substantially all of the business or assets of the Employers by purchase, merger, consolidation, reorganization, or otherwise,
but this Agreement and the Employers’ obligations under this Agreement are not otherwise assignable, transferable, or delegable
by the Employer. By agreement in form and substance satisfactory to the Executive, the Employers shall require any successor to
all or substantially all of the business or assets of


 






    	 	11	 



     


    

 


the Employers expressly to assume and agree to perform this Agreement in
the same manner and to the same extent the Employers would be required to perform had no succession occurred.


 


(b)       This
Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, and legatees.


 


(c)       Without
written consent of the other parties, no party shall assign, transfer, or delegate this Agreement or any rights or obligations
under this Agreement, except as expressly provided herein. Without limiting the generality or effect of the foregoing, the Executive’s
right to receive payments hereunder is not assignable or transferable, whether by pledge, creation of a security interest, or otherwise,
except for a transfer by the Executive’s will or by the laws of descent and distribution. If the Executive attempts an assignment
or transfer that is contrary to this Section 8.1, the Employer shall have no liability to pay any amount to the assignee or transferee.


 


8.2       Arbitration.
Except for any claim for injunctive relief, any controversy or claim arising out of or relating to this contract, or
the breach thereof, shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association. The Employer and the Executive agree that they will seek to enforce any arbitration award in the Superior
Court of Norfolk County. The decision of the arbitration panel shall be final and biding upon the parties and judgment upon the
award rendered by the arbitration panel may be entered by any court having jurisdiction. The Employer and the Executive agree
to share equally the fees and expenses associated with the arbitration proceedings. The Executive must initial here:    TJF   


 


8.3       Attorneys’
Fees. With respect to arbitration of disputes and litigation ensues between the parties concerning the enforcement
of an arbitration award, each party shall pay its own fees, costs and expenses; provided, however, the Employer shall advance to
the Executive reasonable fees, costs and expenses incurred by the Executive in preparing for and in initiating or defending against
any proceeding or suit brought to enforce rights or obligations set forth in this Agreement. Such advances shall be made within
thirty (30) days after receiving copies of invoices presented by the Executive for such fees, costs and expenses. The Executive
shall have the obligation to reimburse the Employer within sixty (60) days following the final disposition of the matter (including
appeals) to the full extent of the aggregate advances unless the panel of arbitrators or court, as the case may be, has ruled in
favor of the Executive on the merits of the substantive issues in dispute.


 


8.4       Governing
Law, Jurisdiction and Forum. This Agreement shall be construed under and governed by the internal laws of the Commonwealth
of Massachusetts, without giving effect to any conflict of laws provision or rule that would cause the application of the laws
of any jurisdiction other than the Commonwealth of Massachusetts. By entering into this Agreement, the Executive acknowledges that
the Executive is subject to the jurisdiction of both the federal and state courts in Norfolk County, Massachusetts.


 


8.5       Entire
Agreement. This Agreement sets forth the entire agreement of the parties concerning the employment of the Executive
by the Employer. Any oral or written statements, representations, agreements, or understandings made or entered into prior to or
contemporaneously with the execution of this Agreement, including the agreement with the Bank, dated May 16, 2007, are hereby rescinded,
revoked, and rendered null and void by the parties.


 


8.6       Notices.
All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given
if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid. Unless otherwise
changed by notice, notice shall be properly addressed to the Executive if addressed to the address of the Executive on the


 






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books
and records of the Employer at the time of the delivery of such notice, and properly addressed to the Employer if addressed to
the board of directors of the Corporation and the Bank at the Bank’s executive offices.


 


8.7       Severability.
If there is a conflict between any provision of this Agreement and any statute, regulation, or judicial precedent, the latter shall
prevail, but the affected provisions of this Agreement shall be curtailed and limited solely to the extent necessary to bring them
within the requirements of law. If any provisions of this Agreement is held by a court of competent jurisdiction to be indefinite,
invalid, void or voidable, or otherwise unenforceable, the remainder of this Agreement shall continue in full force and effect
unless that would clearly be contrary to the intentions of the parties or would result in an injustice.


 


8.8       Captions
and Counterparts. The captions in this Agreement are solely for convenience. The captions do not define, limit,
or describe the scope or intent of this Agreement. This Agreement may be executed in several counterparts, each of which shall
be deemed to be an original but all of which together shall constitute one and the same instrument.


 


8.9       No
Duty to Mitigate. The Executive shall not be required to mitigate the amount of any payment provided for in this
Agreement by seeking other employment. Moreover, provided the Executive is not in breach of any obligation under Articles 6 and
7 of this Agreement, the amount of any payment provided for in this Agreement shall not be reduced by any compensation earned or
benefits provided as the result of employment of the Executive or as a result of the Executive being self-employed after employment
termination.


 


8.10       Amendment
and Waiver. This Agreement may not be amended, released, discharged, abandoned, changed, or modified in any
manner, except by an instrument in writing signed by each of the parties hereto. The failure of any party hereto to enforce at
any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision, nor affect the validity
of this Agreement or any part thereof or the right of any party thereafter to enforce each and every such provision. No waiver
or any breach of this Agreement shall be held to be a waiver of any other or subsequent breach.


 


8.11       Compliance
with Internal Revenue Code Section 409A. To the extent necessary to ensure compliance with Code Section 409A (“Section
409A”), the provisions of this Section 8.11 shall govern in all cases over any contrary or conflicting provision in this
Agreement.


 


(a)       It
is intended that this Agreement comply with the requirements of Section 409A and all guidance issued thereunder by the U.S. Internal
Revenue Service with respect to any nonqualified deferred compensation subject to Section 409A. This Agreement shall be interpreted
and administered to maximize the exemptions from Section 409A and, to the extent this Agreement provides for deferred compensation
subject to Section 409A, to comply with Section 409A and to avoid the imposition of tax, interest and/or penalties upon Executive
under Section 409A. The Corporation and the Bank do not, however, assume any economic burdens associated with Section 409A.


 


(b)       To
the extent necessary to comply with Section 409A, in no event may the Executive, directly or indirectly, designate the taxable
year of payment.


 


(c)       To
the extent necessary to comply with Section 409A, references in this Agreement to “termination of employment” or “terminates
employment” (and similar references) shall have the same meaning as “separation from service” under Section 409A(a)(2)(A)(i)
and any governing Internal


 






    	 	13	 



     


    

 


Revenue Service guidance and Treasury regulations (“Separation from Service”), and
no payment subject to Section 409A that is payable upon a termination of employment shall be paid unless and until (and not later
than applicable in compliance with Section 409A) the Executive incurs a Separation from Service.


 


(d)       To
the extent that any payment of or reimbursement by the Employer to the Executive of eligible expenses under this Agreement constitutes
a “deferral of compensation” within the meaning of Section 409A (a “Reimbursement”) (i) the Executive
must request the Reimbursement (with substantiation of the expense incurred) no later than 90 days following the date on which
the Executive incurs the corresponding eligible expense; (ii) subject to any shorter time period provided in any Employer expense
reimbursement policy or specifically provided otherwise in this Agreement, the Employer shall make the Reimbursement to the Executive
on or before the last day of the calendar year following the calendar year in which the Executive incurred the eligible expense;
(iii) the Executive’s right to Reimbursement shall not be subject to liquidation or exchange for another benefit; (iv) the
amount eligible for Reimbursement in one calendar year shall not affect the amount eligible for Reimbursement in any other calendar
year; and (v) except as specifically provided otherwise in this Agreement, the period during which the Executive may incur expenses
that are eligible for Reimbursement is limited to five calendar years following the calendar year in which the termination date
occurs.


 


8.12       Regulatory
Requirements.


 


(a)       If
the Executive is removed and/or permanently prohibited from participating in the conduct of the Employer’s affairs by an
order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance act (“FDIA”) (12 U.S.C. 1818(e)(4) and
(g)(1)), all obligations of the Employer under this Agreement shall terminate, as of the effective date of such order, except for
the payment of Annual Base Salary due and owing under Section 3.1 on the effective date of said order, and reimbursement under
Section 3.5 of expenses incurred as of the effective date of termination.


 


(b)       If
the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by a
notice served under Section 8(e)(3) or 8(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)), all obligations of the Employer under
this Agreement shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice
are dismissed, the Employer shall reinstate (in whole or in part) any of its obligations which were suspended.


 


(c)       If
the Employer is in default (as defined in Section 3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as
of the date of default, but the vested rights of the parties shall not be affected.


 


(d)       All
obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract
is necessary for the continued operation of the Employer (1) by the director of the Federal Deposit Insurance Corporation (the
“FDIC”) or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide
assistance to or on behalf of the Employer under the authority contained in Section 13(c) of the FDIA; or (2) by the Director,
at the time the Director approves a supervisory merger to resolve problems related to operation of the Employer when the Employer
is determined by the Director to be in an unsafe and unsound condition. Any rights of the Executive that have already vested, however,
shall not be affected by such action.


 


(e)       All
obligations under this Agreement are further subject to such conditions, restrictions, limitations and forfeiture provisions as
may separately apply pursuant to any applicable state banking laws.


 


(f)       Notwithstanding
anything contained in this Agreement to the contrary, no payments shall


 






    	 	14	 



     


    

 


be made pursuant any provision herein in contravention
of the requirements of the Federal Deposit Insurance Act (12 U.S.C. 1828(k)).


 


[signature page to follow]


 




    	 	15	 



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Employment Agreement effective as of March 27, 2018.


 





		WELLESLEY
BANCORP, INC.
	 	 
	 	/s/ C. Joseph
Grignaffini
	 	 
	 	For the Board of
Directors
	 	 
	 	WELLESLEY
BANK
	 	 
	 	/s/ Theodore Parker
	 	 
	 	For the Board of
Directors
	 	 
	 	/s/ Thomas
J. Fontaine
	 	Thomas J.
Fontaine



 






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