Exhibit 10.3


 








EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made as of the  d ol nd day of S mbe .r , 2021 (the "Effective Date"), by and among Brookline Bancorp, Inc., a Delaware corporation with its principal administrative office at 131 Clarendon Street, Boston, MA 02116 (the "Holding Company''), and Brookline Bank, a Massachusetts chartered trust company, and  Bank  Rhode  Island,  a  Rhode  Island financial  institution  (each,  a  "Bank" and,  collectively,  the  "Banks"), and  Carl  M.  Carlson  (the  "Executive"). Collectively the  Holding  Company and the Banks shall be referred to herein as the "Company," and either the Holding  Company or either of the Banks  may satisfy the Company's obligations under this  Agreement. WHEREAS, the  Company  desires  to  continue  to  employ  the  Executive  and  the  Executive  desires  to  continue  to  be  employed   by  the  Company  on  the  terms  and conditions contained  herein. NOW,  THEREFORE, in  consideration of  the  mutual  covenants  and  agreements  herein  contained and other good and valuable consideration, the receipt and sufficiency of which is  hereby acknowledged, the parties agree as follows: 1. Employment. (a) Term .  The  Company  shall  employ  the  Executive  and  the  Executive  shall  be  employed  by  the  Company pursuant  to  this Agreement commencing as  of  the  Effective  Date  and  continuing until such  employment is  terminated in  accordance  with  the  provisions hereof  (the  "Term"). The  Executive's  employment with  the  Company shall continue  to  be  "at will,"  meaning  that  the Executive's  employment may  be  terminated by  the  Company  or  the  Executive  at any time and for any reason subject to the terms of this Agreement. (b) Position and Duties. The Executive shall serve as the Chief Financial &  Strategy  Officer and  a  Co - President of  the  Holding  Company  and  Chief  Financial  &  Strategy  Officer  of  each Bank,  and shall  have  such  powers and  duties  as may  from  time to  time  be  prescribed by  the  Chief  Executive  Officer  of  the  Company  (the  "CEO") or  other  duly  authorized  executive.  The  Executive shall  devote  the  Executive's  full working time  and  efforts  to  the  business  and  affairs  of  the  Company.  Notwithstanding  the  foregoing,  the  Executive  may  serve  on  boards  of  directors  of  other  companies,   with  the  approval  of  the  Board  of  Directors  of  the  Holding Company (the "Board"), or engage in religious, charitable or other community activities  as  long  as  such  services  and  activities  do  not  interfere  with  the  Executive's performance  of  the  Executive's duties to the Company. 2. Com p ensation and Related Matters. (a) Base Sala ry . The Executive's initial base salary shall be paid at the rate of $525,000 per year. The Executive's base salary shall be subject to periodic review by the Board or  the  Compensation Committee  of  the  Board  (the  "Com p ensation  Committee"). The base  salary  in  effect  at  any  given  time  is  referred  to  herein  as  "Base  Salary." The Base  Salary  shall  be  payable in a manner that is consistent with the Company's usual payroll practices for  its  executive officers. 1



     

     


    



2 (b) Incentive  Com p ensation . The  Executive  shall  be  eligible  to receive  cash  incentive  compensation as  determined  by  the  Board or  the  Compensation   Committee  from  time  to  time.  As  of the  Effective Date,  the Executive's  target  annual  incentive compensation is  sixty  percent (60%) of the Executive's Base Salary. The target annual incentive compensation in effect  at any  given  time  is  referred  to  herein  as  the  "Tar g et  Bonus." The  actual  amount  of  the  Executive's  annual incentive  compensation, if  any,  shall  be  determined   in  the  sole  discretion  of  the  Board  or  the  Compensation Committee,  subject  to  the  terms  of  any  applicable incentive  compensation plan  that  may  be  in  effect  from  time  to time.  Except  as  otherwise  provided  herein,  as may  be  provided  by  the  Board  or  the  Compensation  Committee,  or  as may  otherwise be  set  forth  in the  applicable  incentive  compensation plan,  the  Executive  must  be  employed by  the  Company  on  the  date  such  incentive  compensation  is  paid  in  order  to  earn or  receive  any  annual  incentive compensation. (c) Ex p enses .  The  Executive  shall  be  entitled   to  receive  prompt  reimbursement for  all reasonable  expenses  incurred  by  the  Executive  during  the  Term  in  performing services hereunder, in accordance with the policies and procedures then  in effect and  established by the Company for its executive officers. The Company will reimburse the  Executive for membership fees and dues for one club membership in the Company's market area  to be used for business purposes including, but  not limited to, business meetings and business  development purposes. (d) Other Benefits . The Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans . (e) Paid Time Off . The Executive shall be entitled to take paid time off in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time . (f) Equity. The Executive shall be eligible to receive equity awards as  determined  by  the  Board  or  the  Compensation Committee  from  time  to  time.  As  of  the  Effective  Date, the Executive's target annual equity award has a grant date fair value of fifty percent  (50%)  of the Executive's Base Salary (the "Tar g et Annual E q uit y Award"). The actual value of  the  Executive's  annual  equity  award,  if  any,  shall  be  determined   in  the  sole  discretion  of  the  Board or the Compensation Committee, subject to the terms of any applicable equity  compensation plan  that  may  be  in  effect  from time  to  time.  The  equity  awards  held  by  the  Executive  shall  continue  to  be  governed by  the  terms  and  conditions  of  the  Holding  Company's  applicable  equity  incentive plan(s)  and  the  applicable award agreement(s) governing  the  terms  of  such equity awards (collectively, the "E q uit y Documents"). (g) No  Com p ensation for Director Services . The Executive shall not be  entitled  to  receive fees  for  serving as  a  director  of  the  Company  or  any  of  its  affiliates  or  subsidiaries for  so long as he is an employee of the Company. 3. Termination. The Executive's  employment  hereunder  may  be  terminated without  any breach of this Agreement under the following circumstances:



     

     


    



3 (a) Death. The Executive's employment hereunder shall terminate upon death. (b) Disability. The  Company   may  terminate  the Executive's  employment   if  the Executive is disabled and unable to perform or expected to be unable to perform the  essential  functions of the Executive's then existing position or positions under this Agreement with or  without reasonable  accommodation for  a  period  of  180  days  (which need not  be  consecutive)  in  any 12 - month period. If any question shall arise as to whether during any period the Executive  is  disabled so as to  be unable to perform the essential functions of the Executive's then existing  position or positions with or without reasonable accommodation, the Executive may, and at the  request  of  the  Company  shall,  submit  to  the  Company  a certification in  reasonable detail by  a  physician selected by the  Company to whom the  Executive or the Executive's guardian has no  reasonable  objection  as to  whether  the  Executive  is  so disabled  or  how  long  such  disability is  expected to continue, and such certification shall for the purposes of this  Agreement be conclusive  of  the  issue.  The  Executive  shall  cooperate  with  any  reasonable  request  of  the  physician  in  connection   with  such  certification.  If  such  question  shall  arise  and  the  Executive  shall fail to submit such certification, the Company's determination of such issue shall be  binding on the Executive. Nothing in this Section 3(b) shall be construed to waive the  Executive's rights, if any, under existing law including, without limitation, the Family and  Medical Leave Act of 1993, 29 U.S.C. † 2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. † 12101 et seq. (c) Termination by the  Company  for  Cause. The  Company  may  terminate  the  Executive's  employment hereunder for  Cause. For  purposes  of  this  Agreement,  "Cause" shall  mean any of the following: (i) conduct  by  the  Executive  constituting  a  material act  of  misconduct  in connection with the performance of the Executive's duties, including, without limitation, (A)  willful failure  or  refusal   to  perform material  responsibilities  that  have been  requested  by  the  CEO; (B)  dishonesty  to  the  CEO  with  respect to  any material matter;  or  (C)  misappropriation  of  funds or property of the Company or any of its subsidiaries or affiliates other than the occasional,  customary and de minimis use of Company property  for personal purposes; (ii) the commission by the Executive of acts satisfying the elements of (A) any felony or (B) a misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) any misconduct by the Executive, regardless of whether or not in  the  course  of  the  Executive's  employment, that  would  reasonably be  expected  to  result  in  material  injury or reputational  harm  to  the  Company  or  any  of  its  subsidiaries  or  affiliates  if  the  Executive were to continue to be employed in the same position; (iv) continued failure  by the  Executive  to  use his  best  efforts  to  perform  his  duties  hereunder  (other  than  by  reason  of  the  Executive's  physical or  mental  illness,  incapacity  or  disability) which  has  continued  for  more  than  30  days following  written  notice  of  such failure to use best efforts from the CEO;



     

     


    



4 (v) a  material  breach  or  repeated  breaches  by  the  Executive  of  any  of  the  provisions  contained in  Section  8  of  this  Agreement  or  the  Restrictive Covenants  Agreement  (as defined below); (vi) a  material violation  by  the  Executive  of  any  of  the  Company's  written employment policies; or (vii) the Executive's failure to cooperate with a bona fide internal  investigation  or  an  investigation by  regulatory  or  law enforcement  authorities, after  being  instructed  by the  Company  to  cooperate,  or  the  willful  destruction  or  failure to  preserve  documents  or  other  materials  known  to  be  relevant  to  such investigation or  the  inducement  of  others  to  fail  to  cooperate  or  to  produce  documents or  other  materials  in  connection with  such  investigation. (d) Termination  b y  the  Com p an y  without  Cause. The  Company  may  terminate  the Executive's employment hereunder at any time without Cause. Any termination by the  Company of the Executive's employment under this  Agreement which does not constitute a  termination  for  Cause  under  Section  3(c)  and  does  not  result  from the  death  or  disability  of  the  Executive under  Section 3(a) or (b) shall  be deemed a termination without Cause. (e) Termination b y  the  Executive. The  Executive  may  terminate  employment  hereunder  at  any  time  for  any  reason,  including  but  not  limited  to,  Good  Reason.  For  purposes  of  this  Agreement,  "Good  Reason" shall  mean  that  the  Executive  has  completed  all  steps  of  the  Good Reason Process (hereinafter defined) following the occurrence of any of the following  events without the Executive's prior written consent (each, a "Good Reason Condition"): (i) a material diminution in the Executive's responsibilities, authority or duties; (ii) a material diminution in the Executive's Base  Salary, except for  across - the - board salary reductions  of  not  more than  ten  percent {10%) based  on the  Company's financial performance similarly affecting all or substantially all senior  management employees of the Company; (iii) a material change in the geographic location of the principal office  of  the  Company  to which  the  Executive  is  assigned,  such  that  there is an  increase  of  at  least thirty (30) miles of driving distance to such location from the Executive's principal  residence as of such change; (iv) a material breach of any of the provisions of this Agreement by the Company; (v) a change in the Company's reporting structure which results in the  Executive  reporting  to  any  person  or  group  other  than  (A)  the  CEO as  of  the  Effective  Date  of  this Agreement  (the  "Current  CEO") or  (B)  the  Board;provided,  however,  that  the  Board's  selection  or  appointment of an  acting  or  interim CEO  of  the  Company  for  a  period not to exceed six months following the date on which the Current CEO ceases to



     

     


    



5 serve shall not constitute a change in the Company's reporting structure for purposes  of  this clause. The "Good Reason Process" consists of the following steps: (i) the Executive  reasonably determines in good faith that a Good  Reason Condition has occurred; (ii) the  Executive notifies  the  Company  in  writing  of the  first  occurrence of the Good Reason Condition within 60 days of the first occurrence of such  condition; (iii) the Executive cooperates in good faith with the Company's efforts, for a period of not less than 30 days following such notice (the "Cure Period"), to remedy the Good Reason Condition ; (iv) notwithstanding suc h efforts, th e Good Reaso n Condition   continues to exist at the end of the Cure Period; and (v) the Executive terminates employment within 60 days after the end  of the Cure Period. If the Company cures the Good Reason  Condition during the Cure Period, Good Reason shall be  deemed not  to have occurred with respect to such Good Reason Condition. 4. Matters Related to Termination. (a) Notice of Termination. Except for termination as specified in Section 3(a),  any  termination  of  the  Executive's  employment by  the  Company  or  any  such  termination by  the  Executive  shall  be  communicated by written  Notice  of  Termination  to  the  other  party  hereto.  For  purposes of this  Agreement, a "Notice of Termination" shall mean a notice which shall indicate  the specific termination provision in this Agreement relied upon. (b) Date  of  Termination.  "Date  of  Termination" shall  mean:  (i) if the  Executive's  employment is  terminated  by  death,  the date  of  death;  (ii)  if  the  Executive's  employment is terminated on account of disability under Section 3(b) or by the Company for  Cause under  Section 3(c),  the date  on  which  Notice  of  Termination  is  given;  (iii) if  the  Executive's  employment   is  terminated by the  Company   without Cause  under  Section  3(d),  the  date  on  which  a  Notice  of  Termination   is  given  or  the date  otherwise  specified  by  the  Company  in  the  Notice  of  Termination;  (iv)  if  the  Executive's  employment is  terminated by  the  Executive  under  Section  3(e)  other  than  for Good  Reason,  14  days  after  the  date  on  which  a  Notice  of  Termination   is  given, and  (v)  if the Executive's  employment   is  terminated   by  the  Executive  under Section 3(e) for Good Reason, the date on which a Notice of Termination is given after the  end  of  the  Cure  Period.  Notwithstanding the  foregoing,  in  the  event  that  the  Executive  gives a  Notice  of  Termination  to  the  Company,  the  Company may  unilaterally accelerate  the  Date  of  Termination and such acceleration shall not result in a termination by the Company for purposes  of this Agreement.



     

     


    



6 (c) Accrued Obli g ations . If the Executive's employment with the Company is  terminated  for  any  reason,  the  Company  shall  pay  or  provide  to  the  Executive  (or  to  the  Executive's authorized representative or estate) (i) any Base Salary earned through the Date of  Termination and, if applicable, any accrued but  unused vacation through the Date of  Termination; (ii) unpaid  expense  reimbursements  (subject  to,  and  in  accordance  with,  Section  2(c) of  this  Agreement);  and  (iii)  any  vested benefits  the  Executive  may  have  under  any  employee  benefit  plan  of the  Company  through  the  Date of  Termination, which  vested  benefits  shall be paid and/or provided in accordance with the terms of such employee  benefit plans  (collectively, the "Accrued Obli g ations") . (d) Resi gn ation of All Other Positions. To the extent applicable, the Executive  shall  be  deemed  to have  resigned from  all  officer  and  board member  positions  that  the  Executive  holds  with  the  Company  or  any  of its  respective  subsidiaries   and affiliates  upon  the  termination  of  the  Executive's  employment  for  any  reason.  The  Executive  shall  execute  any  documents  in  reasonable form as may be requested to confirm or effectuate any such resignations. 5. Severance  Pa y  and  Benefits  U p on  Termination  b y  the Com p an y  without Cause  or  b y the Executive for Good Reason Outside the Chan g e in Control Period. If the  Executive's  employment is terminated by the Company  without Cause as provided in Section 3(d), or  the  Executive  terminates  employment for  Good  Reason  as  provided  in  Section  3(e), in  each  case  outside of  the  Change in  Control Period  (as  defined below),  then,  in  addition  to  the  Accrued  Obligations, and subject  to (i) the Executive signing a separation agreement and release in the  form attached hereto as Exhibit A (the "Se p aration A gr eement") , and (ii) the Separation  Agreement  becoming  irrevocable, all within  60  days  after  the  Date  of  Termination  (or  such  shorter  period  as  set  forth in  the  Separation  Agreement), which  shall  include  a  seven - day  revocation period: (a) the Company  shall  pay  the  Executive  a lump  sum payment  in  cash  in  an  amount  equal  to  two  times  the  sum of  (A)  the  Executive's  then - current  Base  Salary  (or,  in  the  case of  a  termination by  the  Executive  for the  Good  Reason Condition specified in Section  3(e)(ii),  the  Base  Salary in  effect  immediately  prior  to  the  occurrence  of  such  Good  Reason  Condition),  plus  (B)  the Executive's  Target  Bonus for  the  then - current year, plus (C) an  amount  equal  to  the  value  of  the Executive's  Target  Annual  Equity  Award  for  the  then - current year  (the  "Severance Amount"); (b) notwithstanding anythin g t o th e contrar y i n an y applicabl e equit y award,   option agreement or stock - based award agreement, all stock options and other stock - based  awards held  by the Executive shall immediately accelerate and become fully exercisable or  nonforfeitable  as  of  the  later  of  (i)  the  Executive's  Date  of  Termination  or  (ii)  the  effective  date  of  the  Separation  Agreement; provided that  in  order  to  effectuate  the  accelerated vesting  contemplated by  this  subsection,  the  forfeiture  of  the  unvested  portion  of  such  awards  that  would  otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the  effective  date  of  the  Separation Agreement   (at which  time  acceleration  will  occur),  or  (B)  the  date  that  the  Separation  Agreement can  no  longer  become  fully  effective  (at  which  time  the  unvested portion of such awards will  be forfeited). Notwithstanding the foregoing, no additional  vesting  of  any  such  awards shall  occur  during the  period  between the  Date  of  Termination  and  the effective date of the acceleration. The Executive shall also be entitled to any other rights and



     

     


    



7 benefits with respect to equity awards, options and  stock - related awards, to the extent and upon  the terms  provided  in  the  employee  stock  option  or  incentive  plan  or  any  agreement  or  other  instrument attendant thereto pursuant to which such options or awards were granted; (c) subject  to the Executive's   copayment   of  premium amounts  at the  applicable active employees' rate and the Executive's proper election to receive benefits under  the  Consolidated Omnibus  Budget  Reconciliation  Act  of  1985,  as  amended  ("COBRA"), the  Company  shall  make  a  monthly  payment  equal  to  the  monthly  employer contribution that  the  Company  would  have  made  to  provide health insurance  to  the  Executive  if  the  Executive  had  remained  employed   by  the  Company until  the  earlier  of  (A)  the  24 - month   anniversary of  the  Date  of  Termination;  or  (B)  the  date  that  the  Executive  becomes  eligible  for  group  medical plan  benefits under any other employer's group medical plan.  The Company will make  such payments  directly  to  the  group health plan provider  or the  COBRA  provider  to the  maximum extent  possible;provided,  however,  that if  the  Company  determines  that it cannot  pay  such  amounts  directly  to the  group  health  plan provider  or the  COBRA  provider  (if  applicable)  for  any  reason,  as determined by the Company in its sole discretion, (including, without limitation, without  potentially violating applicable law (including, without limitation, Section 2716 of the Public  Health Service Act)), then the Company shall convert such payments to payroll payments  directly to the Executive for the time period specified above, and such payments to the Executive  shall be subject to tax - related deductions and withholdings and paid on the Company's regular  payroll dates;  and (d) the Company shall cause  to be continued, at  the Company's expense, life  insurance and disability coverage substantially identical to the coverage maintained by the  Company  for  the  Executive prior  to the Date  of  Termination  for  24  months following  the  Date  of  Termination; provided, however, that  in the event it is impossible or impracticable for the  Company to  continue such  coverage, including,  but  not limited  to,  by reason  of  operation  of  the  plans  or  applicable  law,  the  Company will  pay  the  Executive  a  lump  sum  equal  to  the  amount  the  Company  would  have  paid  for  such coverage  for the  24  month  period  following  the  Date  of  Termination based on the cost of such coverage  as of the Date of Termination. The  amounts  payable  under this Section  5,  to the  extent taxable,  shall  be  paid or  commence  to  be  paid,  as  applicable,  within  60  days  after  the  Date  of  Termination;  provided,  however,  that  if  the  60 - day period begins in one calendar year and ends in a second calendar year, such payments, to  the extent they qualify as "non - qualified deferred compensation" within the meaning of Section  409A of the Internal Revenue Code of 1986, as amended (the "Code"), shall begin to be paid in  the  second  calendar  year  by  the  last  day  of  such  60 - day  period;  provided,  further,  that  the  initial  payment  shall  include  a  catch - up  payment  to  cover  amounts  retroactive  to  the  day  immediately  following the  Date  of  Termination. Each  payment pursuant  to  this  Agreement  is  intended  to  constitute a separate payment for purposes of Treasury Regulation Section l.409A - 2(b)(2). 6. Severance Pa y and Benefits U p on Termination b y the Com p an y without Cause or  b y the Executive for  Good Reason within the Chan g e in Control Period. The provisions of this  Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the  Executive's  employment is  terminated either  (a)  by  the  Company  without Cause  as  provided  in  Section  3(d),  or  (b)  by  the  Executive  for Good  Reason  as  provided  in  Section  3(e),  and  (ii)  the  Date of Termination is on or within  12 months after the occurrence of the first event constituting



     

     


    



8 a Change in Control (such period, the "Chan g e in Control Period"). These provisions (other than  the  provisions applicable  after  the  Change  in  Control  Period  to  a  termination that  occurs  during  the Change in Control Period) shall terminate and be of no further force or effect after the  Change in Control Period. (a) If the  Executive's  employment is  terminated by  the  Company without  Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as  provided  in  Section  3(e)  and in  each  case  the  Date  of  Termination  occurs  during  the Change  in  Control  Period,  then,  in  addition  to the  Accrued  Obligations,  and  subject to the  signing of  a  general release of claims against the Company and all related persons and entities that shall not  release  the Executive's  rights  under this Agreement (the  "Release") by  the  Executive  and  the  Release  becoming  fully  effective,  all  within  the time frame set  forth  in  the  Release  but  in  no  event more than 60 days after the Date of Termination: (i) the  Company shall  pay  the  Executive  a lump  sum  payment  in  cash  in  an  amount equal  to  two  (2) times  the  sum  of  (A)  the  Executive's  then - current  Base  Salary  (or  the  Executive's  Base Salary  in  effect  immediately prior to  the  Change  in  Control, if  higher) plus  (B)  the  Executive's  Target Bonus  for  the  then - current year  (or  the  Executive's  Target  Bonus  in  effect  immediately prior  to the  Change  in  Control,  if higher)  plus (C) an amount equal to the value of the Executive's Target Annual Equity Award for  the then - current year (the "Chan g e in Control Pa ym ent"); (ii) subject to the Executive's copayment of premium amounts at the  applicable  active  employees' rate  and  the  Executive's  proper election  to  receive  benefits  under  the  Consolidated Omnibus  Budget  Reconciliation  Act  of 1985,  as  amended  ("COBRA"), the Company shall make a monthly payment equal to the monthly employer  contribution that  the  Company  would  have  made  to  provide  health  insurance  to the  Executive  if the Executive had remained employed by the Company until the earlier of (A) the 24 month anniversary of the Date of Termination; or (B) the date that the Executive becomes  eligible  for  group  medical  plan  benefits  under  any other  employer's  group  medical  plan.  The  Company  will  make  such  payments  directly  to  the  group  health  plan  provider or the COBRA provider to the maximum extent possible; provided,  however, that if the Company determines that it cannot pay such amounts directly to the  group  health  plan  provider  or  the  COBRA provider (if  applicable)  for  any  reason, as  determined by the Company in its sole discretion, (including, without limitation, without  potentially  violating  applicable  law  (including, without  limitation,  Section  2716  of  the  Public Health Service Act)), then the Company shall  convert such payments to payroll  payments directly  to  the  Executive  for  the  time  period  specified  above.  Such  payments  to  the  Executive  shall  be  subject  to  tax - related deductions  and  withholdings and paid  on the  Company's regular payroll dates; (iii) the  Company  shall  cause  to  be  continued,  at  the  Company's  expense, life insurance and disability coverage substantially identical to the coverage  maintained by the Company for the Executive prior to the Date of Termination for 24  months following the Date of Termination;



     

     


    



9 (iv) notwithstanding  anything to the  contrary in  any  applicable  equity  award, option agreement or stock - based award agreement, all stock options and other  stock - based awards held  by  the Executive  shall  immediately  accelerate  and  become  fully  exercisable or nonforfeitable as of the later of (i) the  Executive's Date  of Termination or (ii) the  effective  date of  the  Separation Agreement;  provided  that  in order  to  effectuate  the accelerated vesting contemplated by this subsection, the  forfeiture of the unvested portion of such awards that would otherwise be forfeited on the Date of Termination will  be delayed until the earlier of (A) the effective date of the Separation Agreement (at  which  time  acceleration will  occur),  or (B)  the  date  that  the  Separation Agreement can  no  longer  become  fully  effective  (at  which  time  the  unvested  portion of  such  awards  will  be  forfeited).  Notwithstanding  the  foregoing,  no  additional vesting of any  such awards  shall  occur during the period between the Date of Termination and the effective date of the  acceleration. The Executive  shall also be entitled to any other rights and benefits with  respect to equity awards, options and stock - related awards, to the extent and upon  the  terms provided in the employee stock option or incentive plan or any agreement or other  instrument attendant thereto pursuant to which such options or awards  were granted;  and (v) the  Company  shall  provide  the  Executive  with  outplacement  assistance in accordance with  the Company's policies and procedures in effect as of the  Date of Termination for a period of 12 months at no  charge. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to  be  paid within  60  days  after  the Date of  Termination;   provided,  however,  that if  the  60 - day  period begins in one calendar year and ends in a second calendar year, such payments to the  extent they qualify as "non - qualified deferred compensation" within the  meaning of Section  409A of the Code, shall be paid or commence to be paid in the second calendar year by the last  day of such 60 - day period. (b) Additional Limitation. (i) Anything in this Agreement to the contrary notwithstanding, in the  event that the amount of any compensation, payment or distribution by the Company to  or for the benefit of the  Executive, whether paid or payable or distributed or distributable  pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent  with Section 280G of the Code, and the applicable regulations thereunder (the  "Aggregate Payments"), would be subject to the excise tax imposed by Section 4999 of  the  Code,  then the  Aggregate  Payments  shall  be  reduced  (but not below  zero)  so  that  the  sum of all of the Aggregate Payments  shall be $1.00 less than the amount at which the  Executive  becomes  subject  to the excise tax  imposed  by  Section  4999  of  the  Code;  provided that such reduction shall only occur if it would result in the Executive receiving  a higher After Tax Amount (as defined below) than the Executive would receive if the  Aggregate  Payments  were  not  subject to  such  reduction.  In such  event, the  Aggregate  Payments shall be reduced in the following order, in each case, in reverse  chronological  order beginning with the Aggregate Payments that are to be paid the furthest in time from  consummation of the transaction that is subject to  Section 280G of the Code: (1) cash  payments not subject to Section 409A of the Code; (2) cash payments subject to Section  409A of the Code; (3) equity - based payments and acceleration; and (4) non - cash forms of



     

     


    



benefits;  provided that  in  the  case  of  all  the  foregoing  Aggregate  Payments  all  amounts  or  payments that are not subject to calculation under Treas. Reg. † 1.2800 - 1, Q&A - 24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. † 1.2800 - 1, Q&A - 24(b) or (c). (ii) For purposes  of  this Section 6(b),  the  "After Tax  Amount" means  the amount of the Aggregate Payments less all federal, state, and local income, excise and  employment taxes imposed on the Executive as a result of the Executive's receipt of the  Aggregate Payments. For purposes of determining the After Tax Amount, the Executive  shall be deemed   to  pay  federal  income  taxes  at  the  highest   marginal   rate  of  federal  income taxation  applicable  to  individuals for  the  calendar  year  in  which  the  determination  is to be made, and state and local income taxes at the highest marginal rates of individual  taxation in each applicable state and locality, net of the maximum reduction in federal  income taxes which could be obtained from deduction of such state and local taxes. (iii) The  determination as  to  whether  a  reduction in the  Aggregate  Payments  shall  be  made  pursuant  to  Section  6(b)(i)  shall  be  made by  a  nationally  recognized accounting firm selected by the Company, other  than the Company's external  auditor (the  "Accountin g Firm"), which  shall provide detailed supporting  calculations  both  to  the  Company  and  the  Executive within  15 business  days  of  the  Date of  Termination, if applicable, or at such earlier  time as is reasonably requested by the  Company  or  the  Executive.  Any  determination  by  the  Accounting  Firm  shall  be  binding  upon the Company and the Executive. (c) Definitions. For purposes of this Section 6, "Chan g e in Control" shall  be  deemed to have occurred upon the occurrence of any one of the following events: (i) any  "person,"  as  such  term  is  used  in  Sections  13(d)  and  14(d)  of  the  Securities  Exchange  Act  of  1934,  as  amended  (the  "Act") (other than  the  Holding  Company, any  of  its  subsidiaries, or  any  trustee,   fiduciary  or  other person  or  entity  holding securities under any employee benefit plan or trust of the Holding Company  or  any  of  its  subsidiaries),  together with  all  "affiliates"  and  "associates"  (as  such  terms  are  defined in Rule 12b - 2 under the Act) of such person, shall become the "beneficial owner"  (as  such term  is defined  in  Rule  13d - 3  under  the  Act), directly  or  indirectly,   of  securities  of  the  Holding  Company  representing 25 percent  or  more  of  the  combined  voting  power  of  the Holding  Company's  then  outstanding  securities  having the right  to  vote in an  election  of the  Board  ("Votin g  Securities") (in  such case  other  than  as  a  result  of an  acquisition of securities directly from the Holding Company); or (ii) the  consummation  of  (A)  any  consolidation  or  merger  of  the  Holding  Company  where the  stockholders of  the  Holding  Company, immediately  prior  to  the  consolidation  or  merger,  would  not, immediately after  the  consolidation  or  merger,  beneficially own  (as such term is defined in Rule 13d - 3  under the Act), directly  or  indirectly, shares representing  in  the  aggregate  more  than 50  percent  of  the  voting  shares  of  the Holding Company issuing cash or securities in the consolidation or merger (or of  its ultimate parent corporation, if any), or (B) any  sale or other transfer (in one



     

     


    



11 transaction  or  a  series  of  transactions  contemplated or  arranged  by  any  party  as  a  single  plan) of all or substantially all of the assets of the Holding Company and the Banks. Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have  occurred for  purposes  of  the  foregoing clause  (i) solely  as  the  result  of  an  acquisition  of  securities  by the  Holding  Company  that,  by  reducing  the  number  of  shares  of  Voting  Securities outstanding,  increases the proportionate number of shares of Voting Securities beneficially owned by any  person  to  25 percent  or  more of the  combined  voting power  of  all  then  outstanding  Voting  Securities; provided,  however,  that  if any  person  referred to  in  this  sentence  shall  thereafter  become  the  beneficial  owner  of any  additional  shares  of Voting  Securities (other than pursuant  to  a stock split, stock dividend, or similar transaction or  as a result of an acquisition of securities  directly from the Holding Company) and immediately thereafter beneficially owns 25 percent or  more of  the  combined voting power  of  all  then  outstanding  Voting  Securities,  then  a  "Change  in  Control" shall be deemed to  have occurred for purposes of the foregoing clause (a). 7. Section 409A. (a) Anything in this Agreement to the contrary notwithstanding, if at the time  of  the  Executive's separation  from  service within  the  meaning  of  Section  409A  of  the  Code,  the  Company determines that the Executive is a "specified employee" within the meaning of Section  409A(a)(2)(B)(i)  of  the  Code,  then  to  the  extent  any  payment  or  benefit  that  the  Executive  becomes entitled to under this Agreement or otherwise on account of the Executive's separation  from service would be considered deferred compensation otherwise subject to the 20 percent  additional tax  imposed  pursuant  to  Section  409A(a)  of  the  Code  as  a  result  of  the  application of  Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and  such benefit shall  not  be  provided  until  the  date  that is  the  earlier  of  (A) six  months  and  one  day  after the  Executive's  separation  from  service,  or  (B)  the  Executive's death.  If  any  such  delayed  cash  payment  is  otherwise  payable on  an  installment basis,  the first payment shall include  a  catch - up  payment covering amounts that would otherwise have been paid during the six - month period but  for the  application  of this  provision,  and  the  balance  of  the installments  shall  be  payable  in  accordance with their original schedule. (b) All in - kind benefits provided and expenses eligible for reimbursement  under  this  Agreement  shall  be  provided  by  the  Company  or  incurred  by  the  Executive  during  the  time  periods  set  forth in this Agreement. All  reimbursements  shall  be  paid  as  soon as  administratively practicable, but in no event shall any reimbursement be paid after the last day of  the  taxable  year  following  the  taxable  year  in  which  the  expense  was  incurred.  The  amount  of  in kind  benefits provided or reimbursable expenses incurred in one taxable year shall not affect the  in - kind benefits to be provided or the expenses eligible for reimbursement in any other taxable  year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such  right  to  reimbursement or  in - kind  benefits  is  not  subject  to  liquidation  or  exchange for  another  benefit. (c) To  the  extent that  any  payment  or  benefit  described  in this  Agreement  constitutes "non - qualified deferred compensation" under Section 409A of the  Code, and to the  extent that such payment or benefit is payable upon the Executive's termination of employment,  then such payments or  benefits shall be payable only upon the Executive's "separation from



     

     


    



12 service." The determination of whether and when a separation from service has occurred shall be  made in accordance with the presumptions set forth in Treasury Regulation Section l.409A - l(h). (d) The  parties  intend  that  this  Agreement will  be  administered in  accordance  with  Section  409A  of  the  Code.  To  the  extent  that  any  provision  of  this  Agreement  is ambiguous  as  to  its  compliance  with  Section 409A of  the  Code,  the  provision  shall  be  read  in  such  a  manner  so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant  to  this  Agreement or the  Restrictive  Covenants Agreement  is  intended  to  constitute  a  separate  payment  for  purposes of Treasury  Regulation  Section l.409A - 2(b)(2).  The  parties  agree  that  this  Agreement may be amended, as reasonably requested by either party, and as may be necessary to  fully comply with Section 409A of the Code and all related rules and regulations in order to  preserve the payments and benefits provided hereunder without additional cost to either party. (e) The  Company  makes  no  representation  or  warranty and  shall  have  no  liability to the Executive or any other person if any provisions of this  Agreement are determined  to constitute deferred compensation subject to Section 409A of the Code  but do not satisfy an  exemption from, or the conditions of, such Section. 8. Continuin g Obli g ations . (a) As  a  condition  of  continued  employment, the  Executive  is  required  to  enter  into  the Confidentiality,  Assignment, Nonsolicitation  and  Noncompetition  Agreement,  attached hereto as Exhibit B (the "Restrictive Covenants A gr eement") . The Executive  acknowledges and  agrees that  the  Executive  received  the  Restrictive  Covenants  Agreement with  this Agreement and at least ten business days before the Effective Date. For purposes of this  Agreement, the obligations in this Section 8 and those that arise in the Restrictive Covenants  Agreement and any other agreement relating to confidentiality, assignment of inventions, or  other restrictive covenants shall collectively be referred to as the "Continuin g Obli g ations." (b) Third - Part y  A gr eements and Ri gh ts . The Executive hereby confirms that  the  Executive  is  not  bound  by  the  terms  of  any  agreement  with  any  previous  employer  or  other  party which  restricts  in  any  way  the  Executive's  use  or  disclosure  of  information, other than  confidentiality  restrictions  (if any),  or the  Executive's  engagement in  any  business.  The  Executive represents  to  the Company that  the  Executive's  execution  of  this  Agreement,  the  Executive's  employment with the  Company and  the  performance  of  the Executive's  proposed  duties  for  the  Company  will  not violate  any obligations  the  Executive  may  have  to any such  previous employer or other party. In the Executive's work for the Company, the Executive will  not disclose  or  make  use  of  any  information  in  violation  of  any  agreements  with  or  rights  of  any  such previous employer or other party, and the Executive will not bring to the premises of the  Company  any  copies  or  other  tangible embodiments  of  non - public  information belonging  to  or  obtained from any such previous employment or other party. (c) Liti g ation and Re gu lato ry Coo p eration . During and after the Executive's  employment, to the extent permitted by law, the Executive shall cooperate with the Company in (i) the defense or prosecution of any claims or actions  now  in existence or which may be brought  in  the  future  against  or  on  behalf  of  the  Company  which  relate  to  events  or  occurrences  that  transpired while the Executive was employed by the Company, and (ii) the investigation,



     

     


    



13 whether internal or external, of any matters about which the Company believes the Executive  may have knowledge or information. The Executive's cooperation in connection with such  claims,  actions  or investigations shall  include,  but  not  be  limited to,  being  available to meet with  counsel  to  answer  questions  or  to  prepare  for  discovery  or  trial,  and  to  act  as  a  witness  on  behalf  of the Company, at mutually convenient times and locations, considering the Executive's  availability.   During and  after  the  Executive's  employment,  the  Executive  also  shall  cooperate  with the  Company  in  connection  with  any  investigation  or  review  of  any  federal, state  or  local  regulatory authority as any such investigation or review relates to events or occurrences that  transpired   while  the  Executive  was  employed  by  the  Company.  The  Company  shall reimburse  the  Executive  for  any  reasonable  out - of - pocket expenses  incurred  in  connection with  the  Executive's performance of obligations pursuant to this Section 8(c). (d) Relief. The Executive agrees that it would be difficult to measure any  damages  caused  to  the  Company which might result from any  breach  by  the  Executive  of  the  Continuing  Obligations, and  that  in  any  event  money  damages  would  be an  inadequate  remedy  for  any  such breach.  Accordingly,  the  Executive agrees  that  if the  Executive breaches,  or  proposes to  breach, any portion of the Continuing Obligations, the Company shall be entitled, in  addition  to all  other  remedies  that  it  may  have,  to  an  injunction  or  other appropriate  equitable  relief  to  restrain  any  such  breach without  showing  or  proving  any  actual  damage  to  the  Company. 9. Arbitration of Dis p utes . (a) Arbitration   Generall y .  Any  controversy  or  claim  arising  out  of  or relating  to this Agreement or the  breach thereof or otherwise arising out  of the Executive's employment  or the termination of that employment (including, without limitation, any claims of unlawful  employment discrimination  or  retaliation, whether based  on  race, religion,  national origin,  sex,  gender, age, disability, sexual orientation, or any other protected class under  applicable law,  including  without  limitation Massachusetts  General  Laws  Chapter  151B)  shall,  to the  fullest  extent permitted by law, be settled by arbitration in any forum and form agreed upon by the  parties  or, in  the  absence  of  such  an  agreement, under  the  auspices  of  JAMS  in  Boston,  Massachusetts in accordance with the JAMS Employment Arbitration Rules,  including, but not  limited to, the rules and procedures applicable to the selection of arbitrators. The Executive  understands   that  the  Executive   may  only  bring  such  claims  in  the Executive's  individual  capacity,  and  not  as  a  plaintiff  or  class  member  in  any purported  class  proceeding  or  any  purported representative proceeding. The Executive further understands that, by signing this  Agreement,  the  Company  and  the  Executive  are giving  up  any  right  they  may  have  to  a  jury  trial  on  all  claims  they  may  have  against  each  other.  Judgment  upon  the  award  rendered  by  the  arbitrator  may  be  entered  in  any court  having  jurisdiction thereof.  This  Section  9  shall  be  specifically enforceable. Notwithstanding the foregoing, this Section 9 shall not preclude either  party from  pursuing a  court  action  for  the  sole  purpose  of  obtaining a  temporary  restraining order  or  a  preliminary  injunction in  circumstances   in  which  such  relief  is  appropriate,  including  without  limitation relief  sought  under  the  Restrictive Covenants Agreement;  provided that  any  other relief shall  be pursued through an arbitration proceeding pursuant to this Section 9. (b) Arbitration Fees and Costs. The Executive shall be required to pay an  arbitration fee to initiate any arbitration equal  to what the Executive would be charged as a first



     

     


    



14 appearance  fee  in  court.  The  Company shall advance  the  remaining  fees  and costs  of  the  arbitrator. However, to the extent permissible under the law, and following the arbitrator's ruling  on the matter, the arbitrator may rule that the  arbitrator's fees and costs be distributed in an  alternative  manner.  Each  party shall  pay its  own  costs and  attorneys'   fees,  if any.  If,   however,  any party  prevails  on  a  statutory  claim  that  affords  the  prevailing  party  attorneys' fees  (including  pursuant  to  this  Agreement),  the  arbitrator   may  award  attorneys'   fees  to  the  prevailing  party  to  the extent permitted by law. 10. Consent to Jurisdiction. To the extent that any court action is permitted consistent  with or to enforce Section 9 of this Agreement, the parties hereby consent to the jurisdiction of  the  state  and  federal  courts  of  the  Commonwealth  of  Massachusetts.  Accordingly, with respect  to  any  such  court  action,  the  Executive  (a)  submits  to  the  exclusive  personal jurisdiction  of  such  courts; (b) consents to service of process; and (c) waives any  other requirement (whether  imposed  by  statute,  rule of  court,  or  otherwise)  with  respect  to  personal jurisdiction or  service  of  process. 11. Waiver  of J ury  Trial. Each  of the  Executive  and  the  Company irrevocably  and  unconditionally WAIVES  ALL  RIGHT  TO  TRIAL  BY JURY  IN  ANY  PROCEEDING  (WHETHER  BASED  ON  CONTRACT,  TORT  OR  OTHERWISE) ARISING  OUT  OF  OR  RELATING  TO  THIS AGREEMENT  OR THE EXECUTIVE'S  EMPLOYMENT BY  THE  COMPANY OR  ANY  AFFILIATE OF  THE  COMPANY,  INCLUDING  WITHOUT  LIMITATION THE EXECUTIVE'S OR THE COMPANY'S PERFORMANCE UNDER, OR  THE  ENFORCEMENT OF, THIS AGREEMENT. 12. Inte gr ation . This  Agreement constitutes  the  entire  agreement between  the  parties  with  respect  to the  subject  matter  hereof  and  supersedes  all  prior  agreements between  the  parties  concerning  such  subject  matter including,  but not  limited  to,  the  Change  in  Control Agreement  between the Holding Company and the Executive dated May 27, 2014. 13. Withholdin g;  Tax  Effect. All  payments  made  by  the Company  to  the  Executive  under  this  Agreement shall  be  net  of  any tax  or  other amounts  required to  be  withheld  by  the  Company under  applicable law. Nothing in this  Agreement shall be construed to require the  Company to make any  payments to compensate the  Executive  for  any adverse tax  effect  associated with any payments or benefits or for any deduction or withholding from any payment  or benefit. 14. Assi gnm ent    Successors and  Assi gn s .  Neither  the  Executive  nor  the  Company  may  make  any  assignment  of  this  Agreement  or  any interest  in  it, by  operation  of  law  or  otherwise, without the prior written consent of the other;  provided, however, that the Company  may assign its rights and obligations under this Agreement (including the Restrictive Covenants  Agreement)  without  the  Executive's  consent  to  any  affiliate   or  to  any  person  or  entity  with  whom  the  Company shall  hereafter effect  a  reorganization  or  consolidation,  into  which  the  Company merges or to  whom  it transfers all or substantially all of its properties or assets;  provided, further that if the Executive remains employed or becomes employed by the Company,  the  purchaser  or  any  of  their  affiliates  in  connection  with  any  such  transaction,   then  the  Executive shall not be entitled to any payments, benefits or vesting pursuant to Section 5 or  pursuant to Section 6 of this  Agreement solely  as a result of such transaction. This  Agreement



     

     


    



15 shall  inure to  the  benefit  of  and  be  binding upon  the  Executive  and  the  Company, and each  of  the  Executive's and  the  Company's  respective successors,  executors,  administrators, heirs  and  permitted  assigns.  In  the  event of  the  Executive's death  after  the  Executive's  termination  of  employment  but prior  to  the  completion  by  the Company  of  all payments  due to  the  Executive  under this Agreement, the  Company shall continue such payments to the Executive's beneficiary  designated  in  writing  to  the  Company prior  to  the Executive's  death  (or  to the Executive's  estate,  if the Executive fails to make such designation). 15. Enforceabilit y .  If  any  portion  or  provision  of  this  Agreement  (including, without  limitation,  any  portion  or  provision  of  any section of this  Agreement) shall  to  any  extent  be  declared  illegal  or  unenforceable  by  a  court  of  competent jurisdiction,  then  the  remainder  of  this  Agreement,   or  the  application  of  such portion  or  provision  in  circumstances   other  than  those  as  to  which  it  is so  declared  illegal  or  unenforceable,  shall  not  be  affected  thereby, and  each portion  and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by  law. 16. Survival . The provisions of this Agreement shall survive the termination of this  Agreement and/or  the  termination  of  the  Executive's  employment to the  extent  necessary  to  effectuate the terms contained herein. 17. Waiver. No  waiver  of  any  provision  hereof  shall  be  effective  unless  made  in  writing and signed by the waiving party. The failure of any party to require the performance of  any  term  or  obligation  of  this  Agreement,  or the  waiver  by  any  party of  any breach  of  this  Agreement,  shall  not  prevent  any  subsequent  enforcement of  such  term  or  obligation  or  be  deemed a waiver of any subsequent breach. 18. Notices. Any notices, requests, demands and other communications provided for  by  this  Agreement  shall  be  sufficient  if  in  writing  and  delivered  in  person  or  sent  by  a  nationally  recognized overnight  courier  service  or  by  registered  or  certified  mail, postage  prepaid, return  receipt  requested,  to  the  Executive  at  the  last  address  the  Executive  has  filed  in  writing  with  the  Company or, in the case of the Company, at its main offices, attention of the Board. 19. Amendment. This Agreement may be amended or modified only by a written  instrument signed by the Executive and by a duly authorized representative of the Company. 20. Effect  on  Other  Plans  and  A gr eements . An  election  by  the  Executive  to  resign  for  Good Reason under the provisions of this Agreement shall not be deemed a voluntary  termination  of  employment  by  the  Executive  for  the  purpose  of  interpreting  the  provisions  of  any  of the Company's benefit plans, programs or policies. Nothing in this  Agreement shall be  construed to limit the rights of the Executive under the Company's benefit plans, programs or  policies except as otherwise provided herein, and except that the  Executive shall have no rights  to any severance benefits under any Company severance pay plan, offer letter or otherwise.  Except for the Restrictive Covenants Agreement, in the event that the Executive is party to an  agreement with the Company providing for payments or benefits under such plan or  agreement  and  under  this  Agreement,  the  terms  of  this  Agreement shall  govern  and  the  Executive  may  receive payment under this Agreement only and not both. Further, Section 5 and Section 6 of this



     

     


    



16 Agreement are  mutually exclusive and in no event shall the Executive be entitled to payments or  benefits pursuant to  both Section 5 and Section 6 of this Agreement. 21. Governin g  Law. This  is  a  Massachusetts contract  and  shall  be  construed   under  and be governed in all respects by the laws of the Commonwealth of Massachusetts without  giving effect to the conflict of laws principles thereof, and  in accordance with  any applicable  federal laws to which the  Banks may be subject as an FDIC - insured institution and a member  bank of the Federal Reserve System. With respect to any disputes concerning federal law, such  disputes  shall  be  determined  in  accordance  with  the  law  as  it  would be  interpreted and  applied  by  the  United States Court of Appeals for the First Circuit. 22. Counte rp arts . This Agreement may be executed in any number of counterparts,  with .pdf and facsimile signatures having the same effect as the original, each of which when so  executed and delivered shall be taken to be an original; but such  counterparts shall together  constitute one and the  same document. 23. Allocation of Obli g ations Between the Com p anies . The obligations of the  Company under this Agreement are intended to be the joint and several obligations of the  Holding Company and the Banks, and each shall, as between themselves, allocate  these  obligations  in a manner agreed upon by them. 24. Indemnification .  The  Company  shall  provide  the  Executive  (including  his  heirs,  executors and  administrators) with coverage under a standard directors' and  officers' liability  insurance policy at its expense, and shall indemnify the Executive (and his heirs, executors and  administrators) to the fullest extent permitted under federal law against all expenses and  liabilities  reasonably  incurred  by  him  in  connection  with or  arising  out of  any  action,  suit  or  proceeding in which he may be involved by reason of his having been a director or  officer of the  Company  (whether or not  he  continues to  be  a director  or officer  at  the  time of  incurring  such  expenses or liabilities), such expenses and liabilities to include, but  not  be limited to, judgments,  court costs and attorneys' fees and the cost of reasonable settlements (such settlements must be  approved by the Board). If such action, suit or proceeding is brought against the Executive in his  capacity as  an  officer or director of the Company, however, such indemnification shall not  extend to matters as to which the Executive is finally adjudged to be liable for willful misconduct  in the performance of his duties. 25. Legal Fees. The Company shall pay or reimburse the Executive for reasonable  legal fees and expenses incurred in the preparation of this Agreement, up to a maximum of $10,000.  Such  fees and  expenses must  be  incurred on  or  before  December  31,  2021 and  will  be  paid or reimbursed on or before March 15, 2022. 26. Clawback. The Executive agrees to be subject to any clawback policy adopted by  the Holding Company or  either Bank similarly affecting all or substantially all senior  management employees  and  acknowledges that,  to the  extent  provided  therein,  he  may  be  required to repay all or any portion of any incentive compensation previously paid to him on  account of inaccurate or erroneous financial data.



     

     


    



17 27. No  Miti g ation ;  No Offset. In  the  event  of  any  termination  of  the  Executive's  employment under  this  Agreement,  the  Executive  shall  be under  no  obligation  to seek  other  employment or to  mitigate  damages,  and  there  shall  be  no  offset  against amounts  due  to  the  Executive under this Agreement on account of any remuneration attributable to any subsequent  employment that the Executive may obtain. Any amount due under this Agreement are in the  nature of severance payments and are not in the nature of a penalty. [Remainder of Page Intentionally Left Blank]



     

     


    



IN  WITNESS  WHEREOF, the  parties  have  executed this  Agreement  effective  on  the  Effective Date. BROOKLINE BANCORP, INC. ;, By t - ' -- t --- - ------- r r ----- F - - ---- :::!, - --- Na1i're:'Paul . Title: Chairman and CEO BROOKLINE BANK Title: Director BAN K RHODE ISLAND Q, Title: Director E C ar l M. Carlson



     

     


    



Exhibit A SEPARATION AGREEMENT AND RELEASE This  Separation  Agreement and  Release  (the  "Se p aration A gr eement") is  entered  into  by  and among  Brookline  Bancorp,  Inc.,  a  Delaware  corporation with  its  principal administrative  office  at  131  Clarendon Street,  Boston,  MA 02116  (the  "Holding  Company"), and  Brookline  Bank,  a Massachusetts chartered trust company, and Bank Rhode Island, a Rhode Island  financial  institution (each,  a  "Bank" and,  collectively,  the  "Banks"), and  Carl  M.  Carlson  (the  "Executive") in  connection  with  the  "Employment Agreement"  by  and  among  the  Holding  Company,  the  Banks and the Executive dated September  22,  2021.  Collectively  the  Holding  Company  and  the  Banks  shall  be  referred  to  herein  as  the  "Company." This  is  the  Separation  Agreement referenced  in  the  Employment Agreement.  Terms  with initial  capitalization  that  are  not otherwise defined in this Separation Agreement have the meanings set forth in the  Employment Agreement.  The  consideration  for the  Executive's  agreement  to  this  Separation  Agreement consists  of the  payments  and benefits  pursuant  to  Section  5  or  6  of the  Employment  Agreement (as applicable), which are subject to the terms of the Employment Agreement. 1. Executive's Release of Claims. The Executive voluntarily releases and forever  discharges the Company, its affiliated and related entities, its and their respective predecessors,  successors and assigns, its and their respective employee benefit plans and fiduciaries of such  plans, and the current and former directors, officers, shareholders, employees, attorneys,  accountants and agents  of  each  of  the  foregoing  in  their  official and  personal capacities  (collectively referred to as the "Released Parties") generally from all claims, demands, debts,  damages  and  liabilities  of  every  name  and  nature,  known  or  unknown (collectively,  "Claims")  that,  as  of  the  date when  the  Executive  signs  this Separation  Agreement,  he  has,  ever  had,  now  claims  to  have  or ever claimed  to  have  had  against  any  or  all  of the  Released Parties.  This  general release of Claims includes, without implication of limitation, the release of all Claims: • • • • • • • • relating  to  the  Executive's  employment by  and  termination  of  employment with  the Company or any related entity; of wrongful discharge or violation of public policy;  of breach of contract; of  discrimination  or  retaliation under  federal,  state or  local  law  (including,  without  limitation, Claims  of age discrimination  or  retaliation  under  the  Age  Discrimination in  Employment Act,  the  Americans  with  Disabilities  Act,  and  Title VII  of the Civil Rights Act of 1964); under  any  other  federal  or  state  statute  or  constitution  or  local  ordinance;  of defamation or other  torts; for wages,  bonuses,  incentive  compensation, stock, stock options, vacation  pay  or  any other compensation or benefits, whether under the Massachusetts Wage Act, M.G.L. c. 149, †† 148 - 150C, or otherwise; and for damages or other  remedies of any sort, including, without limitation,  compensatory damages, punitive damages, injunctive relief and attorney's fees.



     

     


    



To the fullest extent permitted by law, the Executive agrees not to accept damages  of any  nature,  other equitable or legal remedies for his own benefit or attorney's fees or costs from any of the  Released Parties with respect to any Claim released by this Separation Agreement. 2. Limitations on Executive's Release of  Claims. Notwithstanding anything in  Section 1 of this Separation Agreement to the contrary: (a) Employment Agreement. Nothing  in  this Separation  Agreement shall  be  construed  to  limit  the  Executive's  rights under  the  Employment Agreement, including  without  limitation (i) the Accrued Obligations, as defined in Section 4(c) of the Employment Agreement, (ii) the severance pay and benefits pursuant to Section 5 or 6 of the Employment Agreement, whichever is applicable, subject to satisfying the requirements for execution and non - revocation  of  this Separation  Agreement,  as  set forth in  the  Employment Agreement,  or  (iii)  any  rights  to  indemnification to which the Executive is entitled, including but  not limited those described in  Section 24 of the Employment Agreement. (b) Equity. Nothing in this Separation Agreement is intended to affect the  Executive's rights  or obligations under the Equity Documents. The Equity Documents shall  continue  to  be  governed  by  their  terms,  except  as  may  otherwise  be  provided  in  the  Employment  Agreement. (c) Statuto ry  Benefit  Ri gh ts .  Nothing  in  this  Separation Agreement  is  intended to release or waive the Executive's right to elect continuation of group health plan  coverage under the law known as COBRA or unemployment insurance benefits. 3. On g oin g Obli g ations of the Executive. As a condition ofreceiving the payments  and  benefits  pursuant  to  Section  5  or  6  of the  Employment Agreement,  the  Executive  hereby  reaffirms that he remains subject to the Continuing Obligations. 4. Nondis p ara g ement. (a) The Executive shall not, directly or indirectly, make any statements that  disparage  or  deprecate  the  Company,   any  of  its business  practices,  any  of its  business  activities  or  any  of  its  officers,  directors  or  employees  (provided  that,  with  respect  to any  such  officer,  director  or  employee,  the Executive  actually  knows or  has  substantial reason  to  believe  that  such  person  is  an  officer,  director  or  employee  of  the  Company)  and  shall  not  assist  or  encourage  any  other person, firm or entity to do so. (b) The Company shall  direct its directors and executive officers not to  directly  or  indirectly,  disparage  or  deprecate  the  Executive,  any  of  his business  practices  or  any  of  his  business  activities.  In  addition,  the  Company  shall  not  in  any  authorized public  statement  of  the  Company  (a  "Com p an y  Statement") disparage  or  deprecate  the  Executive, any  of  his  business practices or any of his business activities. 5. Protected  Disclosures. Nothing in this  Separation Agreement  nor  any  direction  pursuant to this Separation Agreement shall be interpreted or applied to prohibit the Executive or  any  other person  from  making  any  good  faith  report  to  any  governmental agency or  other  governmental entity (a "Government A g enc y ") concerning any act or omission that the



     

     


    



 Executive or such  other person reasonably believes constitutes a possible violation of federal or  state  law  or  making  other  disclosures   that  are  protected  under  the  anti - retaliation  or  whistleblower  provisions  of  applicable federal  or state  law  or  regulation. In  addition,  nothing  contained  in  this  Separation Agreement limits  the  Executive's  or  any  other  person's  ability  to  communicate with any Government Agency or otherwise participate in any investigation or  proceeding  that  may be  conducted by  any Government  Agency, including   the  Executive's  ability  to  provide  documents  or other  information, without  notice  to the  Company,  nor does  anything  contained  in  this  Separation  Agreement apply  to  truthful  testimony  in  litigation  by  the  Executive  or  any  other person. If  the  Executive  files  any  charge  or  complaint  with  any  Government Agency  and if the Government Agency  pursues any claim on the Executive's behalf, or if any other third  party  pursues  any  claim  on  the  Executive's  behalf,  the  Executive  waives  any  right  to  monetary or  other individualized relief (either individually or as part of any collective or class action) to the  fullest extent permitted by law; provided, however, that nothing in this Separation Agreement  limits  any  right  the Executive  may  have to receive  a  whistleblower award  or  bounty for  information provided to the Securities and Exchange Commission. 6. Defend Trade Secrets Act of 2016. The Executive understands that pursuant to the  federal Defend Trade Secrets Act of 2016, the Executive shall not be held criminally or  civilly  liable  under  any  federal  or  state  trade  secret  law  for  the  disclosure  of  a  trade  secret  that  (a) is  made (i) in confidence to a federal, state, or local government official, either directly or  indirectly,  or  to  an  attorney;  and  (ii)  solely for  the  purpose  of  reporting  or  investigating  a  suspected violation  of  law;  or  (b) is  made  in  a  complaint  or  other document filed in  a  lawsuit  or  other proceeding, if such filing is made under seal. 7. No Assignment. The Executive represents that he has not assigned to any other  person or entity any Claims against any Released Party. 8. Ri gh t  to  Consider   and  Revoke  Se p aration A gr eement. The  Executive  acknowledges that he has been given the opportunity to consider this Separation Agreement for a  period  of21  days  (the "Consideration  Period"). In  the  event  the Executive  executed  this  Separation  Agreement  before  the  end  of  the  Consideration Period,  he  acknowledges that  such  decision  was  entirely  voluntary  and  that  he  had  the  opportunity  to  consider this  Separation  Agreement  until  the  end  of  the  Consideration Period.  To  accept  this  Separation  Agreement, the  Executive shall deliver a signed Separation Agreement to the Company's then most senior  Human  Resources professional (the  "HR  Leader") before  the  end of  the  Consideration   Period.  For  a  period  of  seven  days  from  the  date  when the  Executive  executes  this  Separation Agreement  (the  "Revocation  Period"), he  shall  retain  the  right  to  revoke  this  Separation   Agreement   by  written  notice  that  is  received by  the HR  Leader  on  or  before  the  last  day  of the  Revocation  Period.  This  Separation  Agreement  shall  take  effect  only  if  it  is  executed within  the  Consideration  Period  as  set forth  above  and  if it  is  not  revoked  pursuant   to  the  preceding  sentence.   If  the  conditions   set  forth in  this  paragraph  are  satisfied, this  Separation  Agreement  shall  become  effective  and  enforceable  on  the  date  immediately  following  the  last  day  of  the  Revocation Period (the "Effective Date").



     

     


    



 9. Other Terms. (a) Le g al Re p resentation ; Review of S ep aration A gr eement. The Executive acknowledges that he has been advised to discuss all aspects of this Separation Agreement with  his  attorney,  that  he  has  carefully read  and  fully  understands  all  of the  provisions of  this  Separation Agreement and  that  he is  knowingly  and  voluntarily entering  into  this  Separation  Agreement. (b) Bindin g Nature of Se p aration A gr eement. This Separation Agreement  shall  be binding  upon  the  Executive and  upon  his  heirs,  administrators,  representatives  and  executors. (c) Modification of S ep aration A gr eement ; Waiver. This Separation  Agreement  may  be  amended  only  upon  a  written  agreement executed  by  the  Executive  and  the  Company.  No  waiver  of  any  provision  of  this  Separation  Agreement shall  be  effective  unless  made  in  writing  and  signed  by  the  waiving party.  The  failure  of  a  party  to  require the  performance of any term or obligation of this Separation Agreement, or the waiver by a party of  any breach  of  this Separation  Agreement,  shall  not prevent  any  subsequent enforcement of  such  term or obligation or be deemed a waiver of any subsequent breach. (d) Severabilit y . In the event that at any future time it is determined by a court  of  competent jurisdiction that  any covenant, clause,  provision  or  term  of  this  Separation  Agreement  is  illegal,  invalid  or  unenforceable,  the  remaining  provisions and  terms  of  this  Separation Agreement shall not be affected thereby and the illegal,  invalid or unenforceable term  or provision shall  be severed from the remainder of this Separation Agreement. In the event of  such severance,  the  remaining  covenants  shall  be  binding  and  enforceable;   provided,  however,  and  for  the  avoidance  of  doubt,  in  no  event shall  the  Company  be  required  to  provide  payments  or  benefits  to  the  Executive  pursuant  to  Section  5  or  6  of  the  Employment   Agreement  if  all  or  part  of Section 1 of this Separation Agreement is held to be invalid or unenforceable. (e) Governin g Law and Inte rp retation . This Separation Agreement shall be  deemed  to  be  made  and  entered into  in  the  Commonwealth  of  Massachusetts,  and  shall in all  respects  be  interpreted,  enforced and  governed  under  the  laws  of  the  Commonwealth  of  Massachusetts,  without  giving  effect  to  its  conflict  of  laws  provisions.  The  language  of all  parts  of  this  Separation  Agreement  shall  in  all  cases  be  construed as  a  whole,  according  to  its  fair  meaning, and not strictly for or against any of the parties. (f) Arbitration: Jurisdiction. Enforcement of  this Separation Agreement shall  be  subject  to  the  terms  of  Sections  9 ("Arbitration  of  Disputes")  and  10  ("Consent  to  Jurisdiction") of the Employment Agreement as if set  forth herein. (g) Remedies. If the Executive breaches any provision of this Separation  Agreement  or  any  of  the  Continuing Obligations, in  addition  to  all other  remedies  available  to  the Company at law,  in equity, and under contract, the Executive agrees that the Company may  cease  any  payments  or  benefits  otherwise  due  to the  Executive  or  for  the  Executive's  benefit  pursuant to Section 5 or 6 of the Employment Agreement.



     

     


    



(h) Entire  A gr eement :  Absence  of  Reliance. This  Separation  Agreement  constitutes the entire agreement between the Executive and the Company and supersedes any  previous  agreements or  understandings  between the  Executive  and  the  Company, except  the  Equity  Documents, the  Continuing  Obligations, and  any  other  obligations specifically  preserved  in  this  Separation Agreement.  The  Executive  acknowledges   that  he  is  not  relying  on  any  promises or representations by the Company or the agents, representatives or attorneys of any of  the entities within the definition of Company regarding any subject matter addressed in this  Separation Agreement. (i) Counte rp arts : Co p ies . This Separation Agreement may be executed in separate counterparts, each of which when so executed and delivered shall be taken to be an original . Such counterparts shall together constitute one and the same document . PDF copies shall be equally valid as originals . [Signature Page Follows]



     

     


    



IN WITNESS WHEREOF, the parties have executed this Separation Agreement, to be  effective on the Effective Date. BROOKLINE BANCORP, INC. B y: Name:  Paul  A.  Perrault  Title: Chairman and CEO BROOKLINE BANK B y : Name:  Paul  A.  Perrault  Title: Director BAN K RHODE ISLAND By: Name:  Paul  A.  Perrault  Title: Director Date: EXECUTIVE Carl M. Carlson Date:



     

     


    



 1 ExhibitB Restrictive Covenants Agreement Confidentiality, Assignment, Nonsolicitation and Noncompetition Agreement In  consideration  and  as  a  condition  of  my  continued employment  by  Brookline Bancorp,  Inc. (the "Holding Company"), Brookline Bank, and Bank Rhode Island (the "Banks" and,  together with the Holding Company and their respective subsidiaries and other affiliates and  their respective successors and assigns, the "Company"), and in  exchange for, among other  things,  benefits to  be  provided  by  the  Company  under  the  terms of  a  new  employment  agreement, which  I  acknowledge and  agree  is  fair  and  reasonable  consideration which  is  independent from  the  continuation  of  my  employment,  I  enter  into  this  Confidentiality,  Assignment,  Nonsolicitation  and  Noncompetition  Agreement  (this  "Agreement") and agree  as  follows: 1. Proprietary  Information. I  agree  that  all  information,   whether  or  not  in  writing,  concerning the Company's business, technology, business relationships or financial affairs that  the  Company has  not  released  to  the  general  public  (collectively,  "Proprietary  Information") and  all  tangible  embodiments thereof  are  and will  be  the  exclusive property  of the  Company.  By  way  of illustration, Proprietary Information may include information or material that  has not been  made generally available to the public, such as: (a) corporate information, including plans,  strategies, methods, policies, resolutions, negotiations or litigation; (b) marketing information,  including strategies, methods, customer or business partner identities or other information about  customers, business partners, prospect identities or other information about prospects, or market  analyses or projections; (c) financial information, including cost and performance data,  debt  arrangements, equity  structure, investors and  holdings, purchasing and sales data and price lists; (d) operational information, including plans, specifications, manuals, forms, templates, software,  strategies, designs, methods, procedures, data, reports, discoveries, inventions, improvements,  concepts, ideas, know - how and trade secrets, and other Developments (as defined below); and (e) personnel ieformation, including personnel lists, reporting or organizational structure, resumes,  personnel  data, performance  evaluations and  termination  arrangements  or  documents.  Proprietary Information also includes information received in confidence by the Company from  its customers, suppliers, business partners or other third parties. 2. Recognition of  Company's  Rights. I  will  not,  at any  time,  without  the  Company's  prior  written permission, either  during  or  after  my  employment,  disclose  any  Proprietary Information  to  anyone  outside  of  the  Company,  or  use  or  permit  to  be  used  any  Proprietary  Information  for  any purpose  other  than  the  performance  of  my  duties  as  an  employee  of  the  Company.  I  will  cooperate  with  the  Company  and  use  my  reasonable  best  efforts  to  prevent  the  unauthorized  disclosure of all  Proprietary Information. I will deliver to the Company all  copies and other  tangible embodiments of Proprietary Information in my possession or control upon  the earlier of  a request by the Company or termination of my employment. 3. Rights of Others. I understand that the Company is now and may hereafter be subject to  nondisclosure or  confidentiality  agreements with  third  persons  that  require  the  Company  to  protect or refrain from use or disclosure of proprietary information. I agree to be bound by the



     

     


    



2 terms of such agreements in the event I have access to such proprietary information. I understand  that  the  Company  strictly prohibits  me  from  using  or  disclosing  confidential or  proprietary  information belonging to any other person or entity (including any employer or former  employer),  in  connection  with  my  employment. In  addition,  I  agree not  to  bring any  confidential  information belonging to any other person or entity onto Company premises or into Company  workspaces. 4. Commitment to Company; Avoidance of  Conflict of Interest. While  an employee of the  Company, I  will  devote  my  full - time  efforts  to the  Company's  business  and I  will not,  directly  or  indirectly,  engage  in  any  other  business  activity,  except  as  expressly  authorized in  writing  and  in  advance by a duly authorized representative of the Company. I will advise an authorized officer  of  the Company  or  his  or her  designee  at  such time  as  any  activity  of  either  the  Company or  another  business  presents  me  with  a  conflict  of  interest  or the appearance  of  a  conflict  of  interest  as  an  employee  of  the  Company.  I  will  take  whatever action  is  reasonably  requested  ofme  by  the  Company to resolve  any conflict or appearance of conflict which it finds to exist. 5. Documents and Other Materials. I  will keep and maintain adequate and current records of  all  Proprietary  Information  and  Company - related  developments  developed by  me  during  my  employment,  which  records  will  be  available  to  and remain  the  sole  property  of  the  Company  at  all times. All files,  letters,  notes, memoranda,   reports,  records, data,  sketches,   drawings,   notebooks,  layouts,   charts,  quotations  and  proposals,  or  other written,  photographic   or  other  tangible  material containing Proprietary Information, whether created by me or others, which come into  my  custody  or  possession,  are  the  exclusive  property  of  the  Company  to  be  used  by me  only  in  the  performance  ofmy  duties  for  the  Company.  Any property  situated  on  the Company's  premises and owned by the Company, including without limitation computers, disks and other  storage media, filing cabinets or other work areas, is subject to inspection by the Company at any  time  with  or  without  notice.  In  the  event  of  the  termination  of  my  employment  for  any reason,  I  will deliver to the Company all Company property and equipment in my possession, custody or  control, including all files, letters, notes, memoranda, reports, records, data, sketches, drawings,  notebooks, layouts, charts, quotations and proposals, or other written, photographic or other  tangible material containing Proprietary Information, and other materials of any nature pertaining  to the  Proprietary  Information  of  the  Company  and to  my  work,  and  will  not  take  or  keep  in  my  possession any of the foregoing or any copies. 6. Nonsolicitation and Noncompetition. In order to protect the Company's Proprietary Information and goodwill, during my employment  and  for  a  period  of:  (i)  one  year following  the  date  of  the  cessation  ofmy  employment  with  the  Company  (the  "Last  Date  of  Employment") or  such  shorter  period  as  the  Company  designates  in  writing  to  me  in  connection with the  ending  of  my  employment relationship;  or  (ii) two  years  following the Last Date of Employment if I breach my fiduciary duty to the Company or if I  have  unlawfully taken,  physically  or electronically, property  belonging  to  the  Company  (in  either  case the "Restricted Period"):



     

     


    



 3 (a) I  shall  not, directly  or  indirectly,  in  any  manner,  other  than  for the  benefit  of  the  Company,  solicit  or  transact  any  business  with  any  of the  customers  of  the  Company.  For  purposes  of  this  Agreement, customers  shall  include (i)  then current  customers  to  which  the  Company provided products or services during the 12 months prior  to the Applicable Date (the  "One  Year  Lookback") and  (ii) customer  prospects  that  the  Company  solicited  during  the  One  Year  Lookback and  with which  I  had  significant contact  or  about which I learned confidential  information in  the  course  of  my  employment.  The  "A pp licable  Date" means  (i)  as  applied to  my  activities  after  my  employment ends,  the  Last  Date  of  Employment  and  (ii)  as  applied  to  my  activities during my employment, the date of such activities. (b) I  shall not,  directly  or  indirectly, in  any  manner, solicit,  entice  or  attempt  to  persuade  any  employee  or  consultant  of  the  Company  to  leave  the  Company  for  any  reason or  otherwise participate in or facilitate the hire, directly or through another entity, of any person  who is then employed or engaged by the Company. (c) I  shall not,  directly  or  indirectly, whether  as  owner,  partner,  shareholder,  director,  manager, consultant, agent, employee, co - venturer or otherwise, anywhere in the geographic  areas in which, at any time during the two years  that immediately preceded the Applicable Date  (the  "Two  Year  Lookback"), I  provided  services  or  had  a  material  presence  or  influence, provide  any  of  the  types  of  services  that  I  provided  to  the  Company during  the  Two  Year  Lookback,  in  connection  with  any  business that  is,  in  whole  or  in  part,  engaged  in,  or  actively  preparing  to  be  engaged  in,  the  Business.  For  purposes of  this  Agreement:  "Business" shall  mean,  as  of the  Applicable  Date,  the  business  of  the  Company  as  previously  or  currently  conducted, or  as  planned  to  be  conducted in the  future,  including,  without  limitation,  the  performance  of  any  services related to  the foregoing.  Notwithstanding  the  foregoing, I  shall  not  be  subject  to  the  restrictions  of  this  Section  6(c)  after  my  employment with  the Company  ends  (nor  entitled  to  the  Noncompetition  Consideration set  forth below)  if  the  Company terminates  my  employment  without  Cause pursuant  to  Section  3(d)  ofmy  Employment Agreement  with  the  Company,  the  Company  lays  me  off,  or  ifl terminate  my  employment with  the  Company subject  to  the  Good  Reason provisions  of  Section  3(e)  of  my  Employment Agreement  with   the  Company.   For  its  part,  the  Company agrees  to  provide  the  Noncompetition  Consideration  to  me  during  the  period  of  my  post - employment  obligations under  this  Section  6(c);  provided,   however,  that  the  Company  may  waive  its  rights  under  this  Section  6(c)  pursuant  to  Section  15  below  and in such  event,  the Company  shall  not  be  obligated  to  provide  the  Noncompetition Consideration.  The  "Noncom p etition  Consideration" consists  of  payments  to  me  for  the  post - employment  portion  of  the  Restricted  Period  (but  for  not  more  than  12  months  following  the  end  of  my  employment)  at  the  rate  of  fifty  percent  (50%) of  the  highest  annualized  base  salary paid  to  me  by  the  Company  within  the  Two - Year Lookback. I  acknowledge that  this  covenant is  necessary  because  the  Company's legitimate business interests cannot be adequately protected solely by the other  covenants  in  this  Agreement.  I  further  acknowledge and  agree that  any  payments  I  receive  pursuant  to  this  Section  6(c)  shall  reduce  (and  shall  not  be  in  addition  to)  any  severance  or  separation pay that I am otherwise entitled to receive from the Company pursuant to an  agreement, plan or otherwise. 7. Prior A gr eements . I hereby represent that, except as I have fully disclosed previously in  writing  to the  Company,  I  am  not  bound  by the terms  of  any  agreement  with  any  previous  or  current employer or other party to refrain from using or disclosing any trade secret or



     

     


    



4 confidential or  proprietary  information  in the  course  of my  employment  with  the  Company  or  to  refrain from competing,  directly  or  indirectly,  with the  business  of  such  employer  or  any  other  party.  I  further represent  that  my  performance  of  all  the  terms  of  this Agreement as  an  employee  of the Company does not  and will not breach any agreement to keep in confidence proprietary  information,  knowledge  or  data  acquired  by  me  in  confidence  or in  trust  prior  to  my  employment  with  the  Company.  I  will  not  disclose  to  the  Company  or  induce  the  Company  to use  any  confidential or proprietary information or material belonging to any previous employer or others. 8. Remedies U p on Breach. I understand that the restrictions contained in this Agreement are  necessary  for the  protection  of the  business  and  goodwill of  the  Company  and I  consider  them  to  be  reasonable  for  such  purpose.  Any breach  of  this  Agreement  is  likely  to  cause  the  Company  substantial and irrevocable damage and therefore, in the event of such breach, the Company, in  addition  to such  other remedies which  may be  available,  will  be  entitled  to  specific  performance  and other injunctive relief, without the posting of a bond. I further acknowledge that  a court may  render  an  award  extending  the  Restricted  Period  as  one  of  the  remedies  in  the  event of  my  violation  of  this  Agreement.  In  the  event  oflitigation  involving  a  claim  of  breach  of  this  Agreement,  the  prevailing party  with  respect  to such  claim shall  be  entitled to  recover  his  or  its  reasonable attorney's fees and costs with respect to such  claim from the non - prevailing party. 9. Use of Voice , Ima g e and Likeness. I give the Company permission to use any and all of  my  voice,  image  and likeness, with  or  without  using  my  name,  in  connection  with  the  products  and/or  services  of the  Company,  for  the  purposes  of  advertising  and  promoting  such  products  and/or services and/or the Company, and/or for other purposes deemed appropriate by the  Company in its reasonable discretion, except to the extent prohibited by law. 10. No  Employment Obligation. I  understand  that  this  Agreement  does  not  create  an  obligation on the Company or any other  person to continue my employment. I acknowledge that,  unless  otherwise  agreed in  a  formal  written  employment agreement  signed  on  behalf  of  the  Company  by  an  authorized officer,  my  employment  with the  Company  is  at  will and  therefore  may be terminated by the Company or me at any time and for any reason, with or without cause. 11. Survival and Assi gnm ent b y the Com p an y . I  understand that my obligations under this  Agreement will continue in accordance with its express terms regardless of any changes in my  title, position,  duties,  salary,  compensation or  benefits  or  other  terms and  conditions of  employment. I  further  understand that  my  obligations under this  Agreement  will  continue  following the termination of my employment regardless  of the manner of such  termination and  will  be  binding  upon  my  heirs, executors  and  administrators.  The  Company will  have the  right  to  assign  this  Agreement to  its  affiliates,  successors and  assigns.  I  expressly  consent  to be  bound  by  the  provisions  of  this  Agreement  for  the  benefit  of the  Company or  any  parent,  subsidiary  or  affiliate  to  whose  employ  I  may  be  transferred without  the  necessity that  this  Agreement  be  re signed at the time of such transfer. 12. Notice  of  Resi gn ation .  If I  elect  to  resign  from  my  employment  with  the  Company,  I  agree  to  provide  the  Company  with  written notification  of my  resignation  at  least  two  (2)  weeks  prior to my intended resignation date. Such notice shall include  information in reasonable detail  about my post - employment job duties and other  business activities, including the name and  address of any subsequent employer and/or person or entity with whom or which  I intend to



     

     


    



5 engage in business activities during the Restricted Period and the nature of my job duties and  other  business  activities.  The  Company  may  elect  to  waive  all  or  part  of the  two  (2)  week  notice  period in its sole discretion, and such waiver shall not result in a termination by the Company for  purposes of this Agreement or any other agreement I may have with the Company. 13. Post - Employment Notifications. During the Restricted Period, I will notify the Company  of any change in my address and of each subsequent employment or business activity. 14. Disclosures During  Restricted  Period. I  will  provide a  copy  of  this  Agreement to  any  person  or  entity  with  whom  I  may  enter  into  a  business  relationship,  whether  as  an  employee,  consultant, partner, coventurer or otherwise, prior  to entering into such business relationship  during the Restricted Period. 15. Waiver; Reduction of Restricted Period by Company. The Company and I acknowledge  and  agree  that  the  Company  may  unilaterally  waive  my  post - employment  noncompetition  obligations under Section 6(c), and in the event that such a  waiver occurs before the obligation to  pay  Noncompetition  Consideration  takes effect,  the  Company is  not required  to pay  me  the  Noncompetition  Consideration  or  any  other  post - employment  payments  under  this  Agreement.  No waiver of any ofmy obligations under this Agreement shall be effective unless made in  writing  by  the  Company.  The  failure  of the  Company to  require  my  performance  of  any term  or  obligation  of  this  Agreement,   or  the  waiver  of  any  breach  of  this Agreement,   shall not prevent  the Company's subsequent enforcement of such term or obligation or be deemed a waiver of any  subsequent breach.  Notwithstanding  anything to  the  contrary  in  Section  6,  the  Company  may  reduce  the  length  of the  Restricted  Period  by  providing  written  notice  to  me  of  such  reduction  in  connection with the ending of my employment relationship. 16. Severability. In  case  any provisions  (or portions thereof) contained in this Agreement  shall,  for  any  reason,  be  held  invalid,  illegal  or  unenforceable  in  any  respect,  such  invalidity,  illegality  or  unenforceability  shall  not  affect  the  other  provisions  of  this Agreement, and  this  Agreement shall  be  construed   as  if such invalid, illegal  or  unenforceable   provision  had  never  been  contained herein.  If,  moreover,  any  one or  more  of  the  provisions contained  in  this  Agreement  shall  for  any  reason  be  held  to  be  excessively  broad  as  to  duration, geographical  scope,  activity  or  subject,  it  shall  be  construed  by limiting  and  reducing  it,  so as to  be  enforceable  to the extent compatible with the applicable law as it shall then appear. 17. Choice  of  Law  and  Jurisdiction. This  Agreement will  be  deemed  to  be  made  and  entered  into  in the  Commonwealth of  Massachusetts,  and  will  in  all respects  be  interpreted,  enforced and  governed  under  the laws  of  the  Commonwealth of  Massachusetts.  I  hereby  consent  to  the  exclusive jurisdiction   of the  state  and federal  courts  situated within Massachusetts  for  purposes  of  enforcing  this  Agreement  or  for  any  other lawsuit  relating  to  or  arising  under  this  Agreement,  and  I  hereby  waive  any  objection  that  I  might  have  to  personal  jurisdiction  or  venue  in those  courts, provided, however, the Company and I agree that all civil actions relating to Section 6(c)  of  this  Agreement  shall  be  brought  in the  county  of  Suffolk  and that  the  superior  court  or  the  business litigation session of the superior court shall have exclusive jurisdiction. 18. Independence  of  Obligations. My  obligations  under  this  Agreement  are  independent of  any obligation, contractual or otherwise, the Company has to me. The Company's breach of any



     

     


    



6 such obligation shall not be a defense against the enforcement of this Agreement or otherwise  limit my obligations under this Agreement. 19. Protected Disclosures. I  understand that nothing contained in this Agreement limits my  ability  to  communicate  with any  federal,  state  or  local  governmental agency  or  commission,  including  to provide  documents  or  other  information,  without  notice  to  the  Company. I also  understand that  nothing  in  this  Agreement limits  my  ability to  share  compensation information  concerning myself or others, except that this does not permit me to disclose compensation  information  concerning others  that I  obtain  because  my  job  responsibilities require  or  allow  access to such information. 20. Defend Trade Secrets Act of 2016. I understand that pursuant to the federal Defend Trade  Secrets  Act  of  2016,  I  shall  not  be  held criminally  or  civilly  liable under any  federal  or  state trade  secret  law  for  the  disclosure  of  a  trade  secret  that  (a)  is made  (i)  in  confidence  to  a  federal,  state,  or  local  government official,  either  directly  or  indirectly,  or  to  an attorney;  and  (ii)  solely  for the  purpose  of  reporting  or  investigating   a  suspected   violation  of  law;  or  (b)  is  made  in  a  complaint  or other document filed in a lawsuit or other  proceeding, if such filing is made under seal. 21. Other  Agreements; Amendment. This  Agreement   supplements   and does  not  supersede  any other confidentiality, assignment of inventions or restrictive covenant agreement between the  Company  and  me.  To  the  extent  that this  Agreement addresses  other  subject  matters,  this  Agreement supersedes  any  other  agreements  between  the  Company  and  me  with  respect  to  such  subject matters.  This  Agreement  may  be  amended   only  in  a  written   agreement   executed   by a  duly authorized officer  of the Company and me. [Remainder of Page Intentionally Left Blank]



     

     


    



I UNDERSTAND THAT THIS  AGREEMENT AFFECTS IMPORTANT RIGHTS. BY  SIGNING BELOW, I CERTIFY THAT (I) I WAS PROVIDED WITH THIS AGREEMENT  AT LEAST TEN (10)  BUSINESS DAYS  BEFORE THE EFFECTIVE DATE OF THIS  AGREEMENT AND (II) I HAVE BEEN ADVISED BY THE COMPANY THAT I HAVE  THE RIGHT TO CONSULT WITH COUNSEL PRIOR TO SIGNING THIS  AGREEMENT. I  ACKNOWLEDGE   AND  AGREE  THAT  THE  TERMS  OF  THIS  AGREEMENT  WILL APPLY  TO  MY  ENTIRE  SERVICE  RELATIONSHIP WITH  THE  COMPANY,  INCLUDING WITHOUT LIMITATION ANY PERIOD OF SERVICE PRIOR TO THE DATE  OF MY  SIGNATURE BELOW. IN WITNESS WHEREOF, the undersigned has executed this Agreement as a sealed  instrument and  it shall become effective upon the later of (i) the full execution by both parties; or (ii) ten (10)  buess days after the Company provided me with notice of this Agreement. Date : - - , 1 9 - - / - i - - - - 2 , , 1 / . z - . - o - - z - I COMPANY BROOKLINE BANCORP, INC. err , u u . ._.. -- Title: Chariman and  CEO


 



 BROOKLINE BANK a N a c m ; e : : P ; ? au l £ A. J _ :::: ) Title: Director BANK RHODE ISLAND gr. Title: Director Date : q / o i o . 1 . - / ;2 ..or9.. I I