Exhibit 10.4(a)


 


FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


 


 


                THIS FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT (the “Agreement”) is between Bank Rhode Island, a
financial institution organized under the laws of the State of Rhode Island
with its executive offices located at One Turks Head Place, Providence, Rhode
Island 02903 (the “Bank”), Bancorp Rhode Island, Inc., a corporation organized
under the laws of the State of Rhode Island and sole shareholder of the Bank
(the “Company”) and James V. DeRentis of 48 Laurel Avenue, Providence, Rhode
Island  02906 (the “Executive”).


 


                WHEREAS, the Bank, the Company
and the Executive are parties to that certain Employment Agreement dated
December 18, 2000 whereby the Bank employed the Executive to serve as Senior
Vice President of Retail Banking of the Bank (the “Employment Agreement”);


 


                WHEREAS, effective September 30,
2005, the Executive was promoted to the position of Chief Business Officer of
the Bank; and


 


                WHEREAS, in connection with the
aforesaid promotion, the Bank, the Company and the Executive seek to amend the
Employment Agreement as set forth herein.


 


                IT
IS MUTUALLY AGREED by the parties as follows:


 


1.                                       Section 1.1 of
the Employment Agreement is hereby amended and restated as follows:


 


                “1.1         Responsibilities
and Authority.  The Bank hereby
employs Executive to serve as Chief Business Officer of the Bank, and Executive hereby accepts such
employment.  Executive shall have the duties,
responsibilities, authorities and powers normally incident to such office.  At all times, however, Executive’s activities
and authority will be subject to supervision, control and direction by the
Board of Directors of the Bank (the “Board”), by the Executive Committee of the
Board, and by the President and Chief Executive Officer of the Bank (the “Chief
Executive Officer”) and Executive agrees to carry out such duties and
responsibilities as any of them may from time to time reasonably assign to Executive.  Executive shall report from time to time or
routinely, upon request, to the Chief Executive Officer or the Chief Executive
Officer’s designee as to the current status of any of Executive’s assigned
duties and responsibilities.”


 


2.                                       Section 1.2 of
the Employment Agreement is hereby amended and restated as follows:


 


                “1.2         Compensation.


 


(a)           The Bank shall pay Executive a base
salary at the rate of (i) Two Hundred Eighteen Thousand Dollars ($218,000) per
year, commencing on the date hereof, payable on a bi-weekly basis, or at such
higher rate as shall be determined from time to time by the Board.  In addition, Executive shall be entitled to
receive payments under any incentive compensation or bonus program (as in
effect from time to time), which the Bank may establish for its employees
and/or senior executives, in such amounts as are provided by such programs.”


 

















 


3.                                       Section 1.5 of
the Employment Agreement is hereby amended and restated as follows:


 


                “1.5         Vacation. 
Executive shall be entitled to five weeks of vacation during each year
of employment.  Such vacation shall be
taken in accordance with the Bank’s customary vacation policies and at such
times and intervals as are mutually agreed upon by Executive and the Bank.  Executive shall be entitled to holiday time
and sick leave in accordance with the then existing policies of the Bank, as in
effect from time to time.”


 


4.             Except
as hereby amended, the Employment Agreement shall be and remain in full force
and effect.


 


[Signatures
Appear on Following Page]


 


 


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                IN
WITNESS WHEREOF, the parties have executed this Agreement as of the 24th
day of February, 2006.


 


 


	
   

  	
   

  	
  BANK
  RHODE ISLAND

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Merrill W. Sherman

  	
   

  
	
   

  	
   

  	
  Merrill
  W. Sherman

  
	
   

  	
   

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANCORP
  RHODE ISLAND, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Merrill W. Sherman

  	
   

  
	
   

  	
   

  	
  Merrill
  W. Sherman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ James V. DeRentis

  	
   

  
	
   

  	
   

  	
  James V. DeRentis

  



 


 


 


 


 


 


 


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