Exhibit 10.2


 





EMPLOYMENT AGREEMENT This  Employment Agreement  ("A gr eement") is made  as  of the ,9.5lf \ ..o( day  of  5:e,pft rn bu:. 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  "Holdin g  Com p an y ") ,  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  Michael W.  McCurdy  (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  Operating  Officer and a Co - President of the Holding  Company and Chief Operating 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 Salar y . 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 1



     

     


    



payable in a manner that is consistent with the Company's usual payroll practices for its  executive officers. (b) Incentive  Compensation. 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  "Target  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) Expenses. 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  "Target  Annual  Equity 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 "Equity Documents"). (g) No  Compensation 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. 2



     

     


    



3 3. Termination. The Executive's employment hereunder may be terminated without  any breach of this Agreement under the following circumstances: (a) Death. The Executive's employment hereunder shall terminate upon death. (b) Disabilit y .  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  b y  the  Com p an y  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  Compan 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  such  efforts,  the  Good  Reason  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  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



     

     


    



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  ofTermination;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 1.409A - 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  ofTermination;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



     

     


    



10 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 1.409A - 1(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 1.409A - 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 Ob li g ati on s . (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 Disputes. (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  oflaw  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. Le g al 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. B v< -- 2 - /4.. N J1 _ Title: Chairman and CEO BROOKLINE BANK Title: Director BANK RHODE ISLAND Title: Director Michael W . McCurdy



     

     


    



Exhibit A SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (the "S ep 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 "Holdin g Com p an y "), 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  Michael W.  Mccurdy  (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) Statutory Benefit Rights. 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. Ongoing Obligations of the Executive. As a condition of receiving  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. Nondisparagement . (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  "Company  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 Agency'') 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  of  21  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 Se p 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 Se p 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) Counterparts ; Copies . 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. By: Name: Paul A. Perrault  Title: Chairman and CEO BROOKLINE BANK By : _ Name:  Paul  A.  Perrault  Title: Director BANK RHODE ISLAND B y : Name:  Paul  A.  Perrault  Title:  Director Date: · EXECUTIVE Michael W. Mccurdy Date : _



     

     


    



 1 Exhibit B Restrictive Covenants Agreement Confidentiality, Assignment, Nonsolicitation and Noncompetition Agreement In consideration  and  as  a  condition  of  my  continued employment  by  Brookline  Bancorp,  Inc. (the "Holdin g Com p an y ") , 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. Pro p rietar y  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, "Pro p riet ary 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 information, 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. Reco g nition  of  Com p an v '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. Ri gh ts 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  Com p an y;  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  of  me  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  of  my  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  ofmy  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 Noncom p etition . 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  of  my  employment  with  the  Company  (the  "Last  Date  of  Em p lo ym ent") 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, th e Company agrees t o provide th e Noncompetitio n Consideratio n t o m e during th e 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  ofmy  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  ofmy  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 - Em p lo ym ent 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  Durin g  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  b y  Com p an y .  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  of  my  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. Severabilit y . 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. Ind ep endence  of  Obli g ations .  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  A gr eements :  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 (11) 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) business days after the Company provided me with notice of this Agreement. EXECUTIV Sign /   M - 1c - h. _ a e Wl M _ c _ C _ u rd _ y _ ---- Date: q / a o 2 / D ;;; L - j COMPANY BROOKLINE BANCORP, INC. .c2? -


> Title: Chairman and  CEO BROOKLINE BANK Title: Director BANK RHODE ISLAND Title: Director Date : Cf / <X62. / d - 03 -- /