Exhibit 10.1








THIRD AMENDMENT TO EMPLOYMENT AGREEMENT This  Third  Amendment  ("Amendment") is  made  effective  as of  September  22,  2021  by  and  among Brookline  Bancorp,  Inc.  (the  "Company"), a  Delaware corporation, and  Brookline  Bank, a Massachusetts - chartered trust company (the "Bank"), each with its principal  administrative office  at  131 Clarendon Street,  Boston,  Massachusetts 02116,  and Paul  A.  Perrault  ("Executive"). WHEREAS, the Company, the Bank and Executive have entered into an  Employment  Agreement  dated  as  of  April  11, 2011,  as  previously  amended effective July  25,  2018 and  again  March 10, 2021 (the "Employment Agreement"); WHEREAS,  the  Company, the  Bank  and  Executive  wish  to  amend certain  provisions  of  the Employment Agreement; and WHEREAS, except as set forth herein, the Employment Agreement shall remain in full  force and effect in all respects. NOW,  THEREFORE, in  consideration  of  the  mutual covenants  herein  contained, and  upon  the  other  terms  and  conditions hereinafter provided, the  Company,  the  Bank and  Executive  hereby agree: 1. Section 3 of the Employment Agreement is hereby amended by adding a new paragraph (g) to the end of thereof, to read in its entirety as follows: "(g) In addition to the other compensation and benefits arrangements set forth in this Section 3 , the Company or the Bank as applicable will establish an unfunded defined contribution supplemental retirement plan for the benefit of the Executive . Under such plan, the Company or the Bank, as applicable, will reflect on behalf of the Executive an annual contribution credit in an amount equal to one hundred and sixty - one thousand dollars ( $ 161 , 000 . 00 ) (the "Annual Contribution") . The supplemental retirement plan shall include such other terms, conditions and provisions as the Company or the Bank, as applicable, may determine . The Annual Contribution shall be credited as of December 31 of each calendar year ; provided that if the Executive's employment is terminated by Retirement, without Cause or if he terminates for Good Reason during a calendar year then the Annual Contribution for such calendar year will be prorated based on the Executive's actual period of service during that year ; and provided, further, that notwithstanding the foregoing, all Annual Contribution credits will be made in accordance with Section 409 A of the Code . " 2. Sectio n 5 of th e Employmen t Agreemen t i s hereby amende d by deleting th e first paragraph   thereof and replacing it with the following, to read in its entirety as follows: "Termination by the Bank of Executive based on "Retirement" shall mean termination in accordance with the Bank's retirement policy or in accordance with any retirement arrangement established with Executive's consent with respect to him . Upon termination of executive upon Retirement, executive shall be entitled to all benefits under any



     

     


    



retirement plan of the Bank and other plans to which Executive is a party . In addition, the Executive's outstanding equity awards will vest in accordance with the Company's Retirement Guidelines for Equity Awards, as in effect from time to time, subject to Executive's satisfaction of all applicable terms and conditions thereof as of his Retirement Date (as defined therein) . " 3. Except as so amended, the Employment Agreement is in all other respects hereby confirmed and defined terms used but not defined herein shall have the meanings set forth in the Employment Agreement . 4. This Amendment may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument . IN WITNESS WHEREOF, the parties  have executed this Third Amendment as of the  date first set forth above. BROOKLINE BANCORP, INC. BROOKLINE BANK e H z 1 ;su, Title: MD ro.scf>H J'. Slo - rNI '" EXECUTIVE