Exhibit 10.1


 


 





CHANGE IN CONTROL AGREEMENT


by and between 


SALISBURY BANK AND TRUST COMPANY



and 


PETER ALBERO


This Change
in Control Agreement (this “Agreement”) is made and entered into effective as of February 22, 2019 (the “Effective
Date”), by and between Salisbury Bank and Trust Company, a Connecticut-chartered commercial bank with its principal administrative
office at 5 Bissell Street, P.O. Box 1868, Lakeville, CT 06039-1868 (together with its successors and assigns, the “Bank”)
and Peter Albero (“Executive”). Any reference to the “Company” hereunder shall mean Salisbury Bancorp,
Inc. (together with its successors and assigns), the parent of the Bank that owns 100% of the Bank.


RECITALS


A.
Executive possesses unique and valued experience with, and essential knowledge about, financial institutions and their
operation and the Connecticut banking community;


B.
In order to induce Executive to remain employed with the Bank, the Bank and Executive desire to set forth in writing the
severance benefits that are payable to Executive as a result of Executive’s termination of employment in connection
with a Change in Control of the Bank or the Company.


NOW, THEREFORE,
in consideration of the mutual covenants and obligations herein contained, it is mutually agreed between the parties hereto as
follows:


1. Term.
This Agreement shall continue for a term commencing on the Effective Date and ending on the first anniversary of the
Effective Date (the “Term”). On each annual anniversary of the Effective Date (each an “Anniversary
Date”) this Agreement shall automatically renew for an additional year (each succeeding one year period shall also be
referred to herein as the “Term”), unless at least thirty (30) days prior to such Anniversary Date, either party
gives written notice of non-renewal to the other. If such notice of non-renewal is given as permitted hereunder, the
Agreement will expire at the conclusion of such Term. Notwithstanding any provision of this Agreement to the contrary,
Executive’s employment may be terminated at any time prior to the expiration of the Term, as provided in Section 2
hereof and subject to the provisions of this Agreement, including, without limitation, Sections 4, 5, 6, 9, 10, 11 and 12.
Notwithstanding the foregoing, in the event that at any time during the Term of this Agreement, the Company or the Bank has
entered into an agreement to effect a transaction which would be a Change in Control (as defined in Section 3 hereof), then
the Term of this Agreement shall be automatically extended through the date that is twelve (12) months following the date on
which the Change in Control occurs, provided, however, that if the Change in Control does not occur as contemplated, then the
Agreement shall automatically renew on the next Anniversary Date, unless a notice of non-renewal is given by either
party hereto in the manner set forth above.


2. At-Will
Status. Notwithstanding any provision of this Agreement, Executive is employed at-will, such that Executive or the
Bank may terminate Executive’s employment at any time, for any or no reason, subject to the remaining provisions of
this Agreement.


3. Definitions.
As used in this Agreement, the following terms shall have the meanings set forth herein.


“Cause”
shall mean (i) the conviction of the Executive of a felony or of any lesser criminal offense involving moral turpitude; (ii) the
willful commission by the Executive of any act that, in the judgment of the Board will likely cause substantial economic damage
to the Bank or substantial injury to the business reputation of the Bank; (iii) the commission by the Executive of an act of fraud
in the performance of his duties on behalf of the Bank; (iv) the continuing willful failure of the Executive to perform his duties
to the Bank after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity
to cure such failure are given to the Executive; or (v) an order of a federal or state regulatory agency or a court of competent
jurisdiction requiring the termination of the Executive’s employment by the Bank. For this purpose, no act, or failure to
act, on the part of Executive shall be deemed “willful” unless done, or omitted to be done, by Executive not in good
faith and without reasonable belief that Executive’s action or omission was in the best interests of the Bank. Without limiting
the foregoing, in no event shall Executive be deemed to be acting in good faith or in the best interests of the Bank for purposes
of the preceding sentence with respect to acts of omission or commission taken in contravention of any direction(s), rule(s) or
requirement(s) issued, authorized, approved or ratified by the Board.


Notwithstanding
the foregoing provisions, in no event shall Cause be deemed to exist unless (i) the Bank shall provide Executive with written notice
making reference to this Agreement, stating that the Bank intends to terminate Executive for Cause within the meaning of this Agreement,
and setting forth in reasonable detail the facts and circumstances allegedly constituting Cause, and (ii) the Bank affords Executive
a period of two (2) weeks after issuance of such notice either to demonstrate, through written rebuttal, that Cause does not exist
under this Section 3, or to cure the circumstances constituting such Cause; provided, however, that the determination of whether
Cause exists or whether Executive has sufficiently cured any Cause, shall be made in the reasonable discretion of the Board, as
evidenced by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called
and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with
counsel, to be heard before the Board). Nothing in this Section 3 shall prevent the Bank from terminating Executive for Cause prior
to the issuance of the above-referenced notice or expiration of the above-referenced two (2) week rebuttal/cure period; provided
however that if, upon the expiration of such two (2) week period, it is determined that facts or circumstances sufficient to constitute
Cause did not (or, if applicable, do not) exist or has/have been cured, then such earlier termination of Executive by the Bank
shall be deemed to be without Cause. Without limiting the foregoing, the Bank may suspend Executive, with or without pay, during
the above-referenced two (2) week rebuttal/cure period, and such suspension shall not constitute either a termination of employment
by the Bank under this Agreement or Good Reason for separation by Executive.


“Change
in Control” shall mean (i) a change in the ownership of the Company or Bank, (ii) a change in the effective control of
the Company or Bank, or (iii) a change in the ownership of a substantial portion of the assets of the Company or Bank, as described
below.


(i) A
change in the ownership of a corporation occurs on the date that any one person, or more than one person acting as a group
(as defined in Treasury Regulation 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Company or Bank that, together
with stock held by such person or group, constitutes more than fifty (50) percent of the total fair market value or total
voting power of the stock of such corporation. For these purposes, a change in ownership will not be deemed to have occurred
if no stock of the Company or Bank is outstanding.


(ii) A
change in the effective control of the Company or Bank occurs on the date that either (A) any one person, or more than one
person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vi)(D)) acquires (or has acquired during the
twelve (12)-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of
the Company or Bank possessing thirty (30) percent or more of the total voting power of the stock of the Company or Bank, or
(B) a majority of the members of the Company’s or Bank’s board of directors is replaced during any twelve
(12)-month period by directors whose appointment or election is not endorsed by a majority of the members of the
Company’s or Bank’s board of directors prior to the date of the appointment or election, provided that this
subsection “(B)” is inapplicable where a majority shareholder of the entity that experiences the change in
control is another corporation.


(iii) A
change in a substantial portion of the Company’s or Bank’s assets occurs on the date that any one person or more
than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vii)(C)) acquires (or has acquired during
the twelve (12)-month period ending on the date of the most recent acquisition by such person or persons) assets from the
Company or Bank that have a total gross fair market value equal to or more than forty (40) percent of the total gross fair
market value of (A) all of the assets of the Company or Bank, or (B) the value of the assets being disposed of, either of
which is determined without regard to any liabilities associated with such assets.


For all purposes
hereunder, the definition of Change in Control shall be construed to be consistent with the requirements of Treasury Regulation
1.409A-3(i)(5), except to the extent that such regulations are superseded by subsequent guidance.


“Good
Reason” shall mean any of the following circumstances if they occur without the Executive’s consent: (i) a material
reduction in the Executive’s Base Salary not warranted by general across the board reductions due to economic necessity;
(ii) a material reduction in the Executive’s incentive bonus and other benefits generally provided to executives generally
(except due to general across the board reductions due to economic necessity); (iii) a material reduction in Executive’s
authority, duties or responsibilities such that Executive no longer holds a position with Executive level responsibilities consistent
with Executive’s training and experience; or (iv) the permanent relocation of Executive’s principal place of business
to a location that is more than 35 miles from Executive’s workplace at the initial effective date of this Agreement;
provided that for a termination to be deemed for Good Reason, Executive must give, within the ninety
(90) day period commencing on the initial existence of the condition(s) constituting Good Reason, written notice of the intention
to terminate for Good Reason, and, upon receipt of such notice, the Bank shall have a thirty (30) day period within which to cure
such condition(s); and provided further that the Bank may waive such right to notice and opportunity to cure. In no event may facts
or circumstances constituting “Good Reason” arise after the occurrence of facts or circumstances that the Bank relies
upon, in whole or in material part, in terminating Executive for Cause. 


4. Termination
in Connection with a Change in Control. In the event of Executive’s involuntary termination of employment for
reasons other than Cause (or due to Executive’s death or disability) or a voluntary termination of employment for Good
Reason occurring on or after a Change in Control, Executive shall be entitled to the following:


(a) A
lump sum cash payment equal to two (2) times the Executive’s annual rate of base salary in effect on Executive’s date
of termination or, if greater, Executive’s average annual base salary rate for the twelve (12) month period ending on the
last day of the calendar month immediately prior to the date of such termination. Such amount shall be paid to Executive within
sixty (60) days following Executive’s separation from service.


(b) Life
insurance coverage and non-taxable medical and dental coverage, at no cost to Executive, that is substantially comparable (and
on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his date
of termination. Such life insurance and non-taxable medical and dental coverage shall be provided by the Bank to the Executive
for two (2) years following Executive’s separation from service, provided, however, that this sub-section is not intended
to reduce the amount of time that Executive may obtain coverage at his own expense under the provision of the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended (“COBRA”) and comparable state law; except that Executive’s coverage
for such period shall be counted against and deducted from the maximum COBRA period. Notwithstanding anything herein to the contrary,
if as the result of any change in, or interpretation of, the laws applicable to the continued welfare benefits hereunder, such
benefits are deemed illegal or subject to penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive
a cash lump sum payment reasonably estimated to be equal to the amount of welfare benefits (or the remainder of such amount) that
the Executive is no longer permitted to receive in-kind. Such lump sum payment shall be required to be made within sixty (60) days
following the Executive’s separation from service, or if later, within sixty (60) days following a determination that such
payment would be illegal or subject to penalties.


(c)
Unpaid compensation and benefits, and unused vacation, accrued through the date of Executive’s termination of
employment. Executive shall also be entitled to be reimbursed by the Bank for final expenses that Executive reasonably and
necessarily incurred on behalf of the Bank prior to Executive’s termination of employment, provided that Executive
submits expense reports and supporting documentation of such expenses in accordance with the Bank’s expense
reimbursement policies in effect at that time. Such reimbursement payment or payments shall be made no later than the time
required by applicable law (or, if earlier, by Bank or Company policy, practice or rule), but in no event later than the
sixtieth (60th) day following Executive’s date of the termination.


(d)
Notwithstanding the preceding paragraphs of this Section 5, in no event shall the aggregate payments or benefits to be
made or afforded to Executive under this Agreement, either as a stand-alone benefit or when aggregated with other payments
to, or for the benefit of Executive that are contingent on a Change in Control (the “Termination Benefits”)
constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code (“Code”) or
any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount
(the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3)
times Executive’s “base amount”, as determined in accordance with said Section 280G. In the event a
reduction is necessary, the Executive shall be entitled to determine which benefits or payments shall be reduced or
eliminated so the total parachute payments do not result in an excess parachute payment. If Executive does not make this
determination within ten (10) business days after receiving a written request form the Bank (or by the time that benefits or
payments are due hereunder, if later), the Bank may make such determination, and shall notify the Executive promptly thereof.
In the event it is determined that permitting the Executive or the Bank to make the determination regarding the form or
manner of reduction would violate Code Section 409A, such reduction shall be made pro rata.


5. Conditions
of Severance Benefits; Effect on Executive’s Post-Employment Obligations.


(a)
Notwithstanding the foregoing, in no event shall any compensation payable to the Executive pursuant to the provisions of 4(a)
and (b) above that is subject to Code Section 409A be paid to the Executive unless and until the Executive has incurred a
“separation from service” as defined in Code Section 409A and in regulations and guidance issued thereunder,
unless such payment is required by applicable law. For purposes of this Agreement, a “separation from service”
shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by
Executive after his date of the termination (whether as an employee or as an independent contractor) or the level of further
services performed is less than fifty (50) percent of the average level of bona fide services in the thirty-six (36) months
immediately preceding the termination. For all purposes hereunder, the definition of separation from service shall be
interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). 


(b)
Executive shall receive the severance benefits set forth in Section 4(a) and 4(b) hereof only if Executive (a) executes a
general release, in a form acceptable to the Bank, within sixty (60) days of the date of the termination of the
Executive’s employment in accordance with the provisions of Section 4 hereof; (b) presents satisfactory evidence to the
Bank that Executive has returned all Bank property; and (c) provides the Bank with a signed, written resignation of
Executive’s status as an officer and/or director of the Bank and/or any holding company, subsidiary or affiliate as
applicable. In the event the Bank reasonably believes that Executive has breached, or has threatened to breach, any provision
of the Agreement, the Executive shall no longer be entitled to such benefits and further shall be required to reimburse all
severance benefits, including payments under Section 4(a), previously made by the Bank. Such termination of benefits shall be
in addition to any and all legal and equitable remedies available to the Bank, including injunctive relief. Without limiting
the foregoing, Executive acknowledges and agrees that the provisions of Sections 10, 12, 14, 16, 17, and 18 of this Agreement
(i) are supported by adequate consideration in addition to the severance benefits provided under Section 4(a) and 4(b) and
all other amounts and things of value to which Executive would be entitled if Executive did not enter into this Agreement,
and (ii) shall be enforceable notwithstanding Executive’s failure of refusal to satisfy, in whole or in part, the
conditions for the severance benefits set forth under this Section 5.


6. Taxes.
All payments and benefits described in this Agreement shall be subject to any and all applicable federal, state and local
income, employment and other taxes, and the Bank will deduct from each payment to be made to Executive under this Agreement
such amounts, if any, required to be deducted or withheld under applicable law. Executive hereby acknowledges and agrees that
the Bank makes no representations or warranties regarding the tax treatment or tax consequences of any compensation, benefits
or other payments under the Agreement, or under any statute, or regulation or guidance thereunder, or under any successor
statute, regulation and guidance thereunder.


7. Code
Section 409A. The cash severance payments under this Agreement are intended to be exempt from Section 409A of
the Code under the “short term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4). If and to
the extent this Agreement provides for a deferral of compensation subject to Section 409A of the Code, it is the intent of
the parties that this Agreement, and all payments of deferred compensation subject to Code Section 409A made hereunder, shall
be in compliance with such requirements and the regulations and other guidance thereunder. Notwithstanding any other
provision with respect to the timing of payments under Sections 4(a), if, at the time of Executive’s separation from
service, Executive is a “specified employee” (meaning a key employee as defined in Section 416(i) of the Code
without regard to paragraph 5 thereof) of the Bank (or a Bank affiliate), then to the extent necessary to comply with
the requirements of Code Section 409A, any payments to which Executive is entitled under Sections 4 (during the six (6)
month period commencing on the Executive’s separation from service which are subject to Code Section 409A (and not
otherwise exempt from its application, including, without limitation, by operation of Treasury Regulation Section
1.409A-1(n)) will be withheld until the first business day of the seventh (7th) month following Executive’s
separation from service, at which time such withheld amount shall be paid in a lump sum distribution. The Bank and Executive
agree that they will negotiate in good faith and jointly execute an amendment to modify this Agreement to the extent
necessary to comply with the requirements of Code Section 409A, or any successor statute, regulation and guidance
thereunder.


8. Limitation
on Benefits. In no event shall the Bank be obligated to make any payment pursuant to this Agreement that is prohibited
by Section 18(k) of the Federal Deposit Insurance Act (codified at 12 U.S.C. §1828(k)), 12 C.F.R. Part 359, or any other applicable
law.


9. No
Mitigation. The Bank agrees that Executive is not required to use reasonable good faith efforts to seek other
employment and to reduce any amounts payable to Executive by the Bank pursuant to this Agreement.


10. Non-Competition;
Non-Solicitation; Non-Disclosure.


  (a)
The benefits provided to Executive under this Agreement are specifically conditioned on Executive’s covenant that, for
a period of one (1) year following the Executive’s Separation from Service with the Bank, the Executive will not,
without the written consent of the Bank, either directly or indirectly:


 


(i) solicit,
offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect)
to have the effect of causing any officer or employee of the Bank or any of its affiliates to terminate his or her employment and
accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business or
other entity;


 


(ii) become
an officer, employee, consultant, director, independent contractor, agent, sole proprietor, joint venturer,
greater than 5% equity-owner or stockholder, partner or trustee of any savings bank, savings and loan association, savings and
loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or
any other entity that has headquarters or offices within fifteen (15) miles of the locations in which the Bank or its affiliates
has business operations or has filed an application for regulatory approval to establish an office as of the date of Executive’s
termination; provided, however, that this restriction shall not apply if the Executive’s
employment is terminated following a Change in Control; or


 


(iii) solicit, provide any information, advice or recommendation or
take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing
any customer of the Bank or its affiliates to terminate an existing business or commercial relationship with the Bank or its affiliates;
or


 


(b)
Executive further agrees that Executive shall not at any time or in any manner, directly or indirectly, use or disclose
Confidential Information (as hereinafter defined) to any party other than the Bank either during or after Executive’s
termination of employment or the termination of this Agreement for any reason, except for purposes consistent with the
administration and performance of Executive’s obligations hereunder, or as required by law, provided that written
notice of any legally required disclosure shall be given to the Bank promptly prior to any such disclosure and Executive
shall reasonably cooperate with the Bank to protect the confidentiality thereof pursuant to applicable law or regulation. For
purposes of this Agreement, the term “Confidential Information” includes any confidential or proprietary
information furnished or provided by the Bank to Executive after Executive first became employed by the Bank, under this
Agreement or otherwise (whether before or after the Execution Date) (and without regard to whether such information is
conveyed directly or on the Bank’s behalf), or otherwise acquired by Executive as a consequence of
Executive’s employment with the Bank and that is not generally known in the industry in which the Bank is engaged and
that in any way relates to the products, services, purchasing, marketing, names of customers, vendors or suppliers,
merchandising and selling, plans, data, specifications or any other confidential and proprietary information of the Bank or
any affiliate. Any Confidential Information supplied to Executive by the Bank prior to the Execution Date shall be considered
in the same manner and be subject to the same treatment as the Confidential Information made available after the execution of
this Agreement. The term “Confidential Information” does not include information (i) which was already in the
public domain, (ii) which is disclosed as a matter of right by a third party source after the execution of this Agreement,
provided such third party source is not bound by a confidentiality agreement with the Bank or (iii) which passes into the
public domain by acts other than the unauthorized acts of Executive, whether acting alone or in concert; provided, however,
that any disclosure of Confidential Information may be made by Executive if the Bank expressly consents thereto in writing
prior to such disclosure.


11. Exclusive
Remedy. Except as expressly set forth herein or otherwise required by law, Executive shall not be entitled to any
compensation, benefits, or other payments from the Bank as a result of, or in connection with, Executive’ s separation
from service at any time, for any reason. The payments and benefits set forth in Sections 4 hereof shall constitute
Executive’s sole and exclusive remedy for any claims, causes of action or demands arising under or in connection with
this Agreement or its alleged breach, or the termination of Executive’s employment relationship with the Bank.


12. Governing
Law/Interpretation. Executive and the Bank agree that this Agreement and any claims arising out of or in connection
with this Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without
giving effect to the principles of conflicts of laws thereof.


13. Entire
Agreement. This Agreement shall constitute the sole and entire agreement between the parties with respect to the
subject matter hereof, and supersedes and cancels all prior, concurrent and/or contemporaneous arrangements, understandings,
promises, offers, agreements and/or discussions, including, but not limited to, those concerning employment agreements and/or
severance benefits, whether written or oral, by or between the parties, regarding the subject matter hereof; provided, however,
that this Agreement is not intended to, and shall not, supersede, affect, limit, modify or terminate any written agreement or
arrangement between Executive and the Bank that does not relate to the subject matter hereof.


14.
Assignment. Executive acknowledges that the services to be rendered hereunder are unique and personal in nature.
Accordingly, Executive may not assign any rights or delegate any duties or obligations under this Agreement. The rights and
obligations of the Bank under this Agreement shall automatically be assigned to the successors and assigns of the Bank
(including, but not limited to, any successor in the event of a Change in Control, as well as any other entity that controls,
is controlled by, or is under common control with, any such successor), and shall inure to the benefit of, and be binding
upon, such successors and assigns. This Agreement shall be binding upon Executive, as well as, Executive’s heir,
executors and administrators of Executive or Executive’s estate and property.


 


15. Notices.
All notices required hereunder shall be in writing and shall be delivered in person, by facsimile or by certified or
registered mail, return receipt requested, and shall be effective upon sending if by facsimile, or upon receipt if by
personal delivery, or upon the fourth (4th) business day after being sent by certified or registered mail. All notices shall
be addressed as follows or to such other address as the parties may later provide in writing:


 


if to the Bank:


Salisbury Bank and Trust Company

5 Bissell Street, PO Box 1868


Lakeville, CT 06039-1868

ATTN: Chairperson of the Board


 


and, if to Executive:


at the address set forth in the human resources
files of the Bank.


16. Severability/Reformation.
If any one or more of the provisions (or any part thereof) of this Agreement shall be held invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions (or any part thereof) shall not in any
way be affected or impaired thereby, and this Agreement shall be construed and reformed to the maximum extent permitted by
law. The language of all parts of this Agreement shall in all cases be construed as a whole according to its fair meaning and
not strictly for or against either of the parties.


17. Modification.
This Agreement and the rights, remedies and obligations contained in any provision hereof, may be modified or waived only in
accordance with this Section 17. No waiver by either party of any breach by the other or any provision hereof shall be deemed
to be a waiver of any later or other breach thereof or as a waiver of any other provision of this Agreement. This Agreement
and its terms may not be waived, changed, discharged or terminated orally or by any course of dealing between the parties,
but only by a written instrument signed by the party against whom any waiver, change, discharge or termination is sought. No
modification or waiver by the Bank is effective without written consent of the Board.


18. Arbitration.
Subject to the mutual agreement of the parties hereto at the time a dispute exists between such parties, any dispute,
controversy or claim arising out of, or in connection with, this Agreement shall be exclusively subject to arbitration before
the American Arbitration Association (“AAA”). Such arbitration shall take place in Hartford, Connecticut, before
a single arbitrator in accordance with AAA’s then current National Rules for the Resolution of Employment Disputes.
Judgment upon any arbitration award may be entered in any court of competent jurisdiction. All parties shall cooperate in the
process of arbitration for the purpose of expediting discovery and completing the arbitration proceedings. Notwithstanding
any provision in this Agreement to the contrary, nothing contained in this Section 19 or elsewhere in this Agreement shall in
any way deprive the Bank of its right to obtain injunctive relief, specific performance or other legal or equitable relief in
a court of competent jurisdiction for purposes of enforcing the provisions of Section 10 hereof.


19. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.


20. Section
Headings. The descriptive section headings herein have been inserted for convenience only and shall not be deemed to
define, limit, or otherwise affect the construction of any provision hereof.


 


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement under seal as of the date and year first written above.


SALISBURY BANK AND TRUST COMPANY


 


 


 


By: ______________________________________


      Richard J. Cantele,
Jr.


      President and Chief Executive Officer


 


 


 


EXECUTIVE


 


 


 


_________________________________________


Peter Albero


Executive Vice President and Chief Financial Officer