Exhibit 10.7


 


SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT


 


This Agreement is made and entered into as of
26th of February, 2015 by and between THE PROVIDENT BANK, a state-chartered savings bank organized and existing under
the laws of The Commonwealth of Massachusetts (the “Bank”) and CAROL L. HOULE, a key employee and executive of the
Bank (the “Executive”).


 


WITNESSETH.


 


WHEREAS, the Executive is a valuable, key employee
of the Bank, serving the Bank as its Chief Financial Officer; and


 


WHEREAS, because of the Executive’s experience,
knowledge of the affairs of the Bank, and reputation and contacts in the banking industry, the Bank deems the Executive’s
continued employment with the Bank important for its future growth; and


 


WHEREAS, it is the desire of the Bank and in
its best interest that the Executive’s services be retained; and


 


WHEREAS, in order to induce the Executive to
continue in the employ of the Bank, the Bank has entered into this arrangement to provide the Executive or her beneficiaries with
certain benefits in accordance with the terms and conditions hereinafter set forth.


 


NOW, THEREFORE, in consideration of services
performed in the past and to be performed in the future, as well as of the mutual promises and covenants herein contained, it is
agreed as follows:


 


ARTICLE 1


DEFINITIONS


 


1.1          Actuarial Equivalent shall mean
a benefit of equivalent value to the benefit, computed on the basis of the discount rates, mortality tables (to the extent applicable),
Applicable Interest Rate(s) and other assumptions expressed under Section 417(e) of the Internal Revenue Code of 1986, as it may
be amended from time to time (the “Code”). For this purpose, the Applicable Interest Rate(s) are to be determined without
regard to any transition adjustments under Section 417(e)(3)(D), and using the rates published for November prior to the calendar
year in which the Payment Date occurs.


 


1.2          Beneficiary shall mean the person
or persons designated by the Executive in accordance with Section 3.2 hereof to receive benefits under this Agreement after the
death of the Executive.


 


1.3          Benefit Percentage shall be equal
to twenty percent (20%) multiplied by a “Time at Bank Factor.” The Time at Bank Factor shall be a fraction, the numerator
of which is the Executive’s years of employment (including partial years) from the Executive’s original date of hire
by the Bank and the denominator of which is the difference in the number of years (or partial years) between the Executive’s
Normal Retirement Age and the Executive’s original date of hire by the Bank; provided, however, that the Time at Bank Factor
shall not exceed one (1). In the event of (i) the Executive’s death prior to his Separation from Service, (ii) the Executive’s
Disability or (iii) a Change in Control, the Time at Bank Factor shall equal one (1), regardless of the Executive’s years
of employment.


 


1.4          Calendar Year shall mean a calendar
year from January 1 to December 31.


 




    	 



    	 



    

 


1.5         Change in Control. For purposes
of this Agreement, Change in Control shall mean a change in control of the Bank or Provident Bancorp, Inc. (the “Company”),
as defined in Section 409A of the Code, and the regulations promulgated thereunder, including the following:


 


1.5.1          Change in ownership:
A change in ownership of the Bank of the Company occurs on the date any one person or group of persons accumulates ownership of
more than 50% of the total fair market value or total voting power of the Bank or the Company; or


 


1.5.2          Change in effective control:
A change in effective control occurs when either (i) any one person or more than one person acting as a group acquires within a
twelve (12)-month period ownership of stock of the Bank or the Company possessing 30% or more of the total voting power of the
Bank or the Company; or (ii) a majority of the Bank’s or the Company’s Board of Directors is replaced during any twelve
(12)-month period by individuals whose appointment or election is not endorsed in advance by a majority of the Bank’s or
the Company’s Board of Directors, or


 


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


 


Notwithstanding anything herein to the contrary,
conversion of the Bank’s mutual holding company to stock form or the issuance of common stock by the Company shall not be
deemed to be a Change in Control nor shall any subsequent “second-step” conversion and stock issuance be deemed to
be a Change in Control for purposes of this Agreement.


 


1.6          Compensation shall mean all compensation
reported on the Executive’s Form W-2 (wages, tips, other compensation box) for a Calendar Year, including, but not limited
to, any bonuses actually paid by the Bank to the Executive during the Calendar Year, but adding thereto any amount which is contributed
by the Bank on the Executive’s behalf pursuant to a salary reduction agreement and which is not includable in the Executive’s
gross income under Sections 125, 132(f) or 401(e)(3) of the Code, and excluding therefrom any payout from The Provident Bank Long
Term Incentive Plan (Phantom Stock Plan), any taxable employee benefits of any kind (e.g., reimbursements of moving and
relocation expenses; insurance premiums; automobile, health, medical, and dental expenses; the cost of group-term life insurance;
compensation arising from the exercise of a nonqualified stock option or from a stock grant; and any fringe benefit which is not
excluded from gross income under Section 132 of the Code) and excluding further any extraordinary, one-time payments made to the
Executive in 2015.


 


1.7          Disability shall mean the Executive
shall be considered to be “Disabled” (and to have a “Disability”), within the meaning of this Agreement
and in accordance with Section 409A(a)(2)(c) of the Code and any regulations or other Internal Revenue Service guidance promulgated
thereunder, when the Bank in its sole and absolute discretion has determined that the Executive is totally and permanently disable
because the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical
or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than
12 months or the Executive by reason of any medically determinable physical or mental impairment that can be expected to result
in death. The Bank


 




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may, but is not required to, delegate its determination of whether
the Executive is Disabled to its long term disability insurance policy carrier, if any, or to any other third-party.


 


1.8          Final Average Compensation shall
mean the average of the Compensation of the Executive for the three (3) consecutive Calendar Years during her final ten (10) Calendar
Years of employment (or number of years the Executive has been employed by the Bank, if less than ten) with the Bank during which
her Compensation was the highest. For purposes of determining the Executive’s Compensation for any partial year under this
Section 1.8, the amounts actually paid to or contributed on behalf of the Executive shall be annualized to determine the amount
that would have been paid had the Executive been employed by the Bank for the entire Calendar Year.


 


1.9          Insurance
Policy means such insurance policy or policies (if any) as the Bank, in its sole and absolute discretion, may choose to purchase
to fund some or all of the benefits payable hereunder.


 


1.10        Normal
Retirement Age shall mean the date on which the Executive attains age sixty-two (62).


 


1.11        Payment
Date shall mean the date of Executive’s Separation from Service as defined at Section 1.13.


 


1.12        Rabbi
Trust means such unfunded and unsecured trust or trusts (if any), established in conformity with the requirements of Internal
Revenue Service Revenue Procedure 92-64, 1992-2 C.B. 422, as the Bank, in its sole and absolute discretion, may choose to establish
to fund some or all of the benefits payable hereunder.


 


1.13        Separation
from Service shall mean any termination of the Executive’s employment with the Bank pursuant to which the level of services
provided by the Executive to the Bank (whether as an employee or as a consultant) is permanently reduced to a level of services
that is 49% or less than the services provided in the immediately preceding 36 months and with respect for which the Bank and Executive
reasonably anticipate that a significant reduction in the Executive’s services will lead to a cessation of services or a
reduction to less than 20% of the Executive’s previous level of services. This definition is intended to comply with the
definition of Separation from Service in Section 409A of the Code and the regulations issued thereunder.


 


1.14        Specially-Defined
Cause shall have the meaning defined in Section 2.6.1.


 


1.15        Specified
Employee means an individual who also satisfies the definition of “key employee” as that term is defined in Code
Section 416(i) (without regard to paragraph (5) thereof). In the event Executive is a Specified Employee, no distribution shall
be made to Executive upon Separation from Service (other than due to death or Disability) prior to the date which is six (6) months
following Separation from Service.


 


1.16        Vested
Percentage.


 


1.16.1          Except as otherwise provided
in Section 1.16.2, the Vested Percentage shall be 0% from the effective date of this Agreement until December 31, 2019, and be
100% on and after January 1, 2020.


 


1.16.2          Notwithstanding the provisions
of Section 1.16.1, the following rule shall govern the determination of the Vested Percentage in the circumstance described below:


 




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A.           The Vested Percentage shall be
zero if the Executive’s employment with the Bank terminates for Specially-Defined Cause.


 


1.17          Yearly
Benefit Amount shall mean an annual supplemental retirement benefit in an amount determined by:


 


1.17.1       multiplying (i) the
Benefit Percentage times (ii) the Executive’s Final Average Compensation (determined as of the date of Separation from Service);
and


 


1.17.2       then, multiplying
such result by the Vested Percentage.


 


ARTICLE 2


BENEFITS


 


2.1          Calculation of Benefit and Timing
of Payment. Upon Separation from Service (other than for “Specially-Defined Cause,” as such term is defined in
Section 2.6.1), the Executive shall be entitled to be paid a “Retirement Benefit” under this Agreement, calculated
pursuant to Section 2.2, or Sections 2.3 or 2.4 as applicable in the event of death. In each case, the Retirement Benefit shall
be paid in a lump sum payment not later than 30 days after the Payment Date.


 


2.2           Retirement Benefit. The Retirement
Benefit payment shall be a lump sum payment that is the Actuarial Equivalent of a twenty year stream of annual payments, each payment
equal to the Yearly Benefit Amount. For purposes of calculating such Actuarial Equivalent, the stream of payments shall be assumed
to commence upon the later of the date of Separation from Service or Normal Retirement Age in order to appropriately adjust such
benefit for the time value of money in the event that the benefit is paid prior to the Normal Retirement Age. The Actuarial Equivalent
of such stream of payments shall be determined as of the Payment Date.


 


2.3          Death Prior to Termination of Employment.
If the Executive should die prior to Separation from Service, the Executive’s Beneficiary shall be entitled to receive a
Retirement Benefit. Payment made under this Section 2.3 shall be in lieu of and in complete substitution for any other benefits
otherwise payable under this Agreement.


 


2.4          Death After Termination of Employment.
Upon the death of the Executive after Separation of Service, the Executive’s Beneficiaries shall not be entitled to receive
any benefit under this agreement unless: (i) the Executive’s death occurred prior to payment of her lump sum Retirement Benefit
(in which case the Beneficiaries shall be entitled to receive such lump sum payment); or (ii) the Executive had elected an optional
form of payment pursuant to Section 3.1 which provides for payment after her death (in which case the Beneficiaries shall be entitled
to payment pursuant to the terms of such optional form of payment).


 


2.5          No Benefits Upon Discharge for Specially-Defined
Cause. Should the Executive be discharged for Specially-Defined Cause in accordance with the procedures set forth in Section
2.6 at any time (before or after her Normal Retirement Age), all Benefits under Section 2 of this Agreement shall be forfeited.
If a dispute arises as to whether the Executive was discharged for “Specially-Defined Cause”, such dispute shall be
resolved by arbitration as set forth in Section 3.11 of this Agreement.


 


2.6          Discharge for Specially-Defined Cause.


 


2.6.1          Specially-Defined Cause.
For purposes of this Agreement, the term “Specially-Defined Cause” shall mean (i) the Executive’s deliberate
dishonesty with respect to the Bank or


 




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any subsidiary or affiliate thereof; or (ii) conviction
of a crime related to banking activity or moral turpitude; or (iii) gross and willful failure to perform (other than on
account of a medically determinable disability which renders the Executive incapable of performing such services) a substantial
portion of the Executive’s duties and responsibilities as an officer of the Bank, which failure continues for more than thirty
(30) days after written notice given to the Executive pursuant to a two-thirds (2/3) vote of all of the members of the Board of
Directors then in office, such vote to set forth in reasonable detail the nature of such failure; or (iv) the willful engaging
by the Executive in illegal or gross misconduct which is materially and demonstrably injurious to the Bank or the Company. For
purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered “willful” unless
it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action
or omission was in the best interests of the Bank. Any act, or failure to act, based upon authority given pursuant to a resolution
duly adopted by the Board of Directors or a senior officer of the Bank, or based upon the advice of counsel for the Bank, shall
be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Bank.
Notwithstanding the foregoing, the Executive shall not be deemed to have been discharged for “Specially-Defined Cause”
unless and until there shall have been delivered to her a copy of a certification by the Clerk of the Bank that two-thirds (2/3)
of the entire Board of Directors found in good faith that the Executive was guilty of conduct which is deemed to be Specially-Defined
Cause as defined in this Section 2.6 and specifying in particulars thereof, after reasonable notice to the Executive setting forth
in reasonable detail the nature of such Specially-Defined Cause and an opportunity for her together with her counsel, to be heard
before the Board of Directors in accordance with the provisions of Section 2.6.2.


 


2.6.2          Board of Directors Termination
Procedure. In each case, in determining Specially-Defined Cause, the alleged acts or omissions of the Executive shall be measured
against standards prevailing in the banking industry generally, and the ultimate existence of Specially-Defined Cause must be confirmed
by not less than two-thirds (2/3) of the Board of Directors at a meeting prior to any termination or within thirty (30) days following
any termination therefor; provided, however, that it shall be the Bank’s burden to prove the alleged facts and omissions
and the prevailing nature of the standards of the Bank shall have alleged are violated by such acts and/or omissions of the Executive.
In the event of such a confirmation by two-thirds (2/3) or more of the Board of Directors, the Bank shall notify the Executive
that the Bank intends to terminate or has terminated the Executive’s employment for Specially-Defined Cause under this Section
2.6 (the “Confirmation Notice”) and that no payment under this Agreement shall be made. The Confirmation Notice
shall specify the acts or omissions upon the basis of which the Board of Directors has confirmed the existence of Specially-Defined
Cause and must be delivered to the Executive within ninety (90) days after a majority of the Board of Directors (excluding, if
applicable, the Executive) has actual knowledge of the events giving rise to such proposed or after actual termination. If the
Executive notifies the Bank in writing (the “Opportunity Notice”) within thirty (30) days after the Executive
has received the Confirmation Notice, the Executive (together with counsel) shall be provided one opportunity to meet with the
Board of Directors (or a sufficient quorum thereof) to discuss such acts or omissions. Such meeting shall take place at the principal
offices of the Bank or such other location as agreed to by the Executive and the Bank. If the Executive has not already been terminated,
during the period commencing on the date the Bank receives the Opportunity Notice and ending on the date next succeeding the date
on which such meeting between the Board of Directors (or a sufficient quorum thereof) and the Executive is scheduled to occur and
notwithstanding anything to the contrary in this Agreement, the Executive shall be suspended from employment with the Bank (with
pay to the extent not prohibited by applicable law), and the Board of Directors may, during such suspension period, reasonably
limit the Executive’s access to the principal offices of the Bank or any of its


 




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assets. If the Board of Directors properly sets the date
of such meeting and if the Board of Directors (or a sufficient quorum thereof) attends such meeting and in good faith does not
rescind its confirmation of Specially-Defined Cause at such meeting or if the Executive fails to attend such meeting for any reason,
the Executive’s employment by the Bank shall, immediately upon the closing of such meeting and the delivery to the Executive
of the notice of termination, be terminated for Specially-Defined Cause. If the Executive does not respond in writing to the Confirmation
Notice in the manner and within the time period specified in this Section 2.6.2, the Executive’s employment with the Bank
shall, on the thirty-first (31st) day after the receipt by the Executive of the Confirmation Notice, be terminated for
Specially-Defined Cause under this Section 2.6.


 


2.6.3          No Limitation on Authority
of Board of Directors. As is provided in Section 3.14, nothing contained in this Agreement (and nothing contained in this Section
2.6) shall in any way limit the right of the Bank to discharge the Executive with or without Specially-Defined Cause or to limit
the access of the Executive to the premises or assets of the Bank.


 


ARTICLE 3


ADDITIONAL
PROVISIONS


 


3.1          Alternative Forms of Benefit Payment.
In lieu of the lump sum Retirement Benefit provided in Part 2, upon request the Executive may obtain an optional form of payment
that is the Actuarial Equivalent of such lump sum payment; provided that such request complies with the provisions of Section
409A of the Code and any regulations or other Internal Revenue Service guidance promulgated thereunder. Acceptable forms of payment
presently include:


 


(i)           Life Annuity, or


 


(ii)           Joint and 50% Survivor Annuity or Joint and 100%
Survivor Annuity


 


The Executive shall have the right within thirty (30) days upon
becoming subject to the Plan to elect the form of payment in which her Benefit is to be paid. Prior to the Payment Date, the Executive
may change the form of payment she has elected, provided, however, that such change must conform with the provisions of
this Agreement and with any applicable requirements of Section 409A of the Code (and any other applicable tax law regarding deferral
of income or avoidance of constructive receipt). Pursuant to Treasury Regulation Section 1.409A-2(b)(1), all such changes (other
than those from one form of life annuity to an actuarially-equivalent form of life annuity) must be made at least one year before
the Payment Date and must extend the Payment Date for an additional period of at least five (5) years (which means that payment
of the benefit under this Agreement shall be made or commence on a date that is at least five years after the Payment Date).


 


3.2           Beneficiary Designation Procedure.
The Executive may designate one or more Beneficiaries to receive specified percentages of any death benefit payments to be paid
hereunder. The Executive shall designate any such Beneficiaries in writing and shall submit such writing to the Treasurer of the
Bank. Only designated Beneficiaries alive at the Executive’s death shall be entitled to share in the benefit payments. Absent
a contrary specification by the Executive in writing submitted to the Treasurer of the Bank, each Beneficiary alive at the Executive’s
death (or, in the case of the Beneficiary’s death after the Executive’s death, the Beneficiary’s estate) shall
share equally in death benefit payments. If no designated Beneficiary is alive at the Executive’s death, her surviving spouse
shall be entitled to all death benefit payments. If the Executive dies leaving neither a designated Beneficiary nor a surviving
spouse, her estate shall be entitled to any death benefit payments. Except to the extent specifically provided in this Section
3.2, the Executive may not, without the written consent of the Bank, assign to any individual,


 




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trust or other organization, any right title or interest in an Insurance
Policy nor any rights, options, privileges or duties created under this Agreement.


 


3.3           Assistance in Purchase of Life Insurance.
If the Bank elects to invest in an Insurance Policy or to establish a Rabbi Trust to fund the benefits hereunder, the Executive
shall assist the Bank by freely submitting to a physical exam and supplying such additional information necessary to obtain such
insurance or annuities or to establish such trust. It is agreed and understood, however, that the Bank is under no obligation to
fund the benefits payable under this Agreement with any form of insurance or Rabbi Trust.


 


3.4           Alienability and Assignment Prohibition.
Neither the Executive, her surviving spouse nor any other Beneficiary under this Agreement shall have any power or right to transfer,
assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable hereunder,
nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance owed
by the Executive or her Beneficiary, nor be transferable by operation of law in the event of bankruptcy, insolvency or otherwise.
In the event the Executive or any Beneficiary attempts assignment, commutation, hypothecation, transfer or disposal of the benefits
hereunder, the Bank’s liabilities shall forthwith cease and terminate.


 


3.5           Binding Obligation of Bank and any
Successor in Interest. This Agreement shall bind the Executive and the Bank, their heirs, successors, personal representatives
and assigns. The Bank expressly agrees that it shall not merge or consolidate into or with another bank or sell substantially all
of its assets to another bank, firm or person until such bank, firm or person expressly agrees, in writing, to assume and discharge
the duties and obligations of the Bank under this Agreement. Upon the occurrence of such event, the term “Bank” as
used in this Agreement shall be deemed to refer to such successor or survivor organization.


 


3.6           Amendment. During the 1ifetime
of the Executive, this Agreement may be amended only with the mutual written assent of the Executive and the Bank.


 


3.7           General. The benefits provided
by the Bank to the Executive pursuant to this Agreement are in the nature of a fringe benefit and shall in no event be construed
to affect or limit the Executive’s current or prospective salary increases, cash bonuses or profit-sharing distributions
or credits, or her right to participate in or be covered by any qualified or non- qualified pension, profit-sharing, group, bonus
or other supplemental compensation or fringe benefit plan.


 


3.8           Applicable Law. This Agreement
shall be governed by, and construed and enforced in accordance with, the substantive laws of The Commonwealth of Massachusetts
without regard to its principles of conflicts of laws.


 


3.9           Named Fiduciary and Plan Administrator.
The “Named Fiduciary and Plan Administrator” of this Agreement shall be The Provident Bank until its removal
by the Board of Directors. As Named Fiduciary and Plan Administrator, the Bank shall be responsible for the management control
and administration of the benefits to be provided under this Agreement. The Named Fiduciary may delegate to others certain aspects
of the management and operation responsibilities of the Agreement including the employment of advisors and the delegation of ministerial
duties to qualified individuals.           


 


3.10         Claims Procedure. In the event
a dispute arises over benefits under this Agreement and benefits are not paid to the Executive (or to her Beneficiary in the case
of the Executive’s death) and such claimants feel they are entitled to receive such benefits, then a written claim must be
made to the Plan


 




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Administrator named above within sixty (60) days from the date payments
are refused. The Plan Administrator shall review the written claim and, if the claim is denied, in whole or in part, it shall provide
in writing within sixty (60) days of receipt of such claim its specific reasons for such denial, reference to the provisions of
this Agreement upon which the denial is based and any additional material or information necessary to perfect the claim (“Denial
Notice”). Such written notice shall further indicate the additional steps to be taken by claimants if a further review of
the claim denial is desired. A claim shall be deemed to have been denied if the Plan Administrator fails to take any action within
the aforesaid sixty (60) day period.


 


If claimants desire a second review, they shall
notify the Plan Administrator in writing within ninety (90) days of the mailing of the Denial Notice. Claimants may review this
Agreement or any documents relating thereto and submit any written issues and comments they may feel appropriate. In its sole discretion,
the Plan Administrator shall then review the second claim and provide a written decision within sixty (60) days of receipt of such
claim. This decision shall likewise state the specific reasons for the decision and shall include reference to specific provisions
of this Agreement upon which the decision is based.


 


3.11        Arbitration.  Any controversy
or claim arising out of or relating to the Agreement, or the breach thereof, or any failure to agree where agreement of the parties
is necessary pursuant hereto, including the determination of the scope of this agreement to arbitrate, shall be resolved by the
following procedures:


 


3.11.1    The parties
agree to submit any dispute to final and binding arbitration administered by the American Arbitration Association (the “AAA”),
pursuant to the Commercial Arbitration Rules of the AAA as in effect at the time of submission. The arbitration shall be held in
Boston, Massachusetts before a single neutral, independent, and impartial arbitrator (the “Arbitrator”).


 


3.11.2    Unless the
parties have agreed upon the selection of the Arbitrator before then, the AAA shall appoint the Arbitrator within thirty (30) days
after the submission to AAA for binding arbitration. The arbitration hearings shall commence within fifteen (15) days after the
selection of the Arbitrator. Each party shall be limited to two (2) pre- hearing depositions each lasting no longer than two (2)
hours. The parties shall exchange documents to be used at the hearing no later than ten (10) days prior to the hearing date. Each
party shall have no longer than three (3) hours to present its position, and the entire proceedings before the Arbitrator shall
be on no more than two (2) hearing days within a two (2) week period. The award shall be made no more than ten (10) days following
the close of the proceeding. The Arbitrator’s award shall not include consequential, exemplary, or punitive damages. The
Arbitrator’s award shall be a final and binding determination of the dispute and sha11 be fully enforceable in any court
of competent jurisdiction. Except in a proceeding to enforce the results of the arbitration, neither party nor the Arbitrator may
disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.


 


3.12        Entire Agreement. This Agreement
constitutes the entire agreement between the parties pertaining to its subject matter and supersedes all prior and contemporaneous
agreements, understandings, negotiations, prior draft agreements, and discussions of the parties, whether oral or written.


 


3.13        Interpretation. When a reference
is made in this Agreement to Sections or Exhibits, such reference shall be to a Section of or Exhibit to this Agreement unless
otherwise indicated. References to Sections include subsections, which are part of the related Section (e.g., a section numbered
“Section 5.5.1” would be part of “Section 5.5” and references to “Section 5.5” would also refer
to


 




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material contained in the subsection described as “Section
5.5.1”). The recitals hereto constitute an integral part of this Agreement. The headings and subheadings contained in this
Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever
the words ‘‘include”, “includes” or “including” are used in this Agreement, they shall
be deemed to be followed by the words ‘‘without limitation.” The phrases “the date of this Agreement”,
“the date hereof’ and terms of similar import, unless the context otherwise requires, shall be deemed to refer to the
date set forth in the Preamble to this Agreement.


 


3.14       Employment.  No provision of
this Agreement shall be deemed to restrict or limit any existing employment agreement by and between the Bank and the Executive,
nor shall any conditions herein create specific employment rights to the Executive nor limit the right of the Bank to discharge
the Executive with or without Specially-Defined Cause. In a similar fashion, no provision shall limit the Executive’s rights
to voluntarily terminate her employment at any time.


 


The benefits provided by this Agreement are
not part of any salary reduction plan or any arrangement deferring a bonus or salary increase. The Executive has no option to take
any current payment or bonus in lieu of these benefits.


 


3.15       Communications. All notices
and other communications hereunder shall be in writing and shal1 given by hand, sent by facsimile transmission with confirmation
of receipt requested, sent via a reputable overnight courier service with continuation of receipt requested, or mailed by registered
or certified mail (postage prepaid and return receipt requested) to the parties at their respective addresses set forth below (or
at such other address for a party as shall be specified by like notice), and shall be deemed given on the date on which delivered
by hand or otherwise on the date of receipt as confirmed:


 


To the Bank:


 


The Provident Bank


5 Market Street


P.O. Box 37


Amesbury, Massachusetts 01913-2408


Attention: Chief Financial Officer


 


To the Executive:


 


Carol L. Houle


[Address omitted]


 


Section 3.16         Service with Affiliates. For purposes of
this Agreement, including without limitation for purposes of determining the Executive’s eligibility for and the amount of
any Retirement Benefit payable under the Agreement and whether the Executive had a Separation from Service, all periods of employment
by the Executive with the Company and the MHC, and amounts payable to the Executive with respect to such employment, shall be deemed
to constitute service with and payment by the Bank.


 


[signature page follows]


 




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IN WITNESS WHEREOF, the parties have executed
this Agreement as an instrument under seal, as of the date first written above.


 


	 	 	THE PROVIDENT BANK
	 	 	 
	/s/ Charles F. Withee	 	/s/ David P. Mansfield
	Witness	 	By: David P. Mansfield
	 	 	Title: Chief Executive Officer
	 	 	 
	 	 	EXECUTIVE
	 	 	 
	/s/ Charles F. Withee	 	/s/ Carol L. Houle
	Witness	 	Carol L. Houle


 




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