ex10-18.htm


    Exhibit
      10.18

    

      SENIOR
        EXECUTIVE EMPLOYMENT
        AGREEMENT

      


      AGREEMENT
        dated October 23, 2006 between BERKSHIRE INSURANCE GROUP, INC., a Massachusetts
        corporation with a principal place of business in Pittsfield, Massachusetts
        (“Employer”) and ROSS D. GORMAN of Conway, Massachusetts
        (“Executive”).

      


      PRELIMINARY
        STATEMENT

      


      Employer,
        an insurance agency offering a full line of insurance products, including
        automobile, home, business and life insurance (the “Business”), is a
        wholly-owned subsidiary of Berkshire Hills Bancorp, Inc., a Delaware corporation
        (“BHLB”).

      


      Executive
        has been employed as President of MassOne Insurance Agency, Inc. (“MassOne”), a
        Massachusetts insurance agency that is also engaged in the
        Business.

      


      Simultaneously
        with the execution of this Agreement, Employer, BHLB and MassOne are entering into
        an
        Asset Purchase Agreement of even date (the “APA”) pursuant to which Employer has
        agreed to acquire substantially all of the assets of MassOne (the “MassOne
        Assets”).

      


      Simultaneously
        with the execution of this Agreement, Employer is also entering into Stock
        Purchase Agreements for the acquisition of all of the issued and outstanding
        shares of Reynolds, Barnes & Hebb, Inc. (“RB&H”), McCormick, Smith &
Curry Insurance Agency, Inc. (“MS&C”) and Minkler Insurance Agency, Inc.
        (“MIA”; MassOne, RB&H, MS&C and MIA are collectively referred to herein
        as the “Acquired Agencies”).

      


      Employer
        desires to employ Executive as
        a member of its senior executive management team with the duties and
        responsibilities set forth herein.

      


      This
        Agreement sets forth the terms on which Executive shall be so
        employed.

      


      AGREEMENT

      


      IT
        IS
        THEREFORE AGREED AS FOLLOWS:

      


      1.  Employment.  Commencing
        on the Commencement Date, Employer shall employ Executive as President and
        Chief
        Executive Officer, and Executive shall accept such employment to undertake
        the
        responsibilities set forth in Section 2.

      


      2.  Duties
        and  Responsibilities; Base of
        Operations.  Executive’s duties and responsibilities shall be
        as set forth on Exhibit A attached hereto.  Executive shall be based
        at 117 Main Street, Greenfield, Massachusetts (“Executive’s Base
        Office”).  Employer shall not, without the prior consent of Executive,
        (a) relocate Executive’s office to a location outside of a 25-mile radius of
        Executive’s Base Office, (b) significantly reduce Executive’s authority, duties
        or status or (c) direct Executive to report to anyone other than the Chief
        Executive Officer of


      
        
          
          

        

        
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      BHLB
        or
        Berkshire Bank or a designee thereof holding the office of Executive Vice
        President (the “BHLB CEO”).

      


      3.  Conduct
        of
        Executive.  During the Term (as defined in Section 4),
        Executive shall devote substantially all of his business time, attention
        and
        energies to the Business.  Executive shall be entitled to engage in
        such civic and charitable activities during the business day that shall be
        reasonably related to the development of the Business, provided that such
        activities shall not significantly interfere with Executive’s work
        performance.  Executive shall actively and industriously pursue his
        profession in the interests of Employer, and shall carefully avoid any and
        all
        personal acts, habits and usages which might injure in any way, directly
        or
        indirectly, his professional reputation, the professional reputation of
        Employer, or any employee of Employer, or which might otherwise be detrimental
        to any interest of Employer and its affiliates.

      


      4.  Term
        of Employment;
        Termination.

      


      4.1  Initial
        Term.  The initial term (the “Initial Term”) of Executive’s
        employment hereunder shall commence on the date of the closing of Employer’s
        purchase of the MassOne Assets (the
“Commencement Date”) and shall continue
        through December 31, 2006 and for a
        period of three years thereafter through  December 31, 2009, unless
        sooner terminated as set forth in Section 4.3 (the period from January 1,
        2007
        through December 31, 2007 and each successive twelve-month period is herein
        referred to as an “Employment Calendar Year”).

      


      4.2  Additional
        Terms.  Upon the expiration of the Initial Term, this Agreement
        shall be automatically extended for additional terms of one year each (the
        “Additional Terms”), subject to termination as set forth in Section 4.3 (as used
        in this Agreement, “Term” shall mean the Initial Term and, if this Agreement
        shall be extended, the Additional Terms).

      


      4.3  Termination.  This
        Agreement may be terminated as follows:

      


      4.3.1  By
        Employer for cause (a “Cause Termination”) as follows:

      


      4.3.1.1  Immediately
        upon notice by Employer in the event that:  (a) Executive shall have
        committed fraud, been charged with, or convicted of, a felony (whether or
        not
        employment related), misappropriated or embezzled funds or engaged in other
        serious misconduct; (b) Executive shall have committed a material violation
        of
        any policy or procedure of Employer or BHLB, including, without limitation,
        those set forth in the Berkshire Hills Bancorp, Inc. Code of Business Conduct
        now or hereafter in effect; (c) any license or registration issued to Executive
        by any federal, state or other regulatory agency for the sale of insurance
        shall
        have been suspended (unless such license or registration shall be reinstated
        within 30 days after the date of suspension), withdrawn or revoked because
        of
        unprofessional or unethical or improper conduct; (d) Executive shall have
        been
        found guilty of unprofessional or unethical conduct by any professional
        organization having jurisdiction over Executive; or (e) Executive shall have
        committed a substantial breach of any of the provisions contained in Section
        9
        (a “Section 9 Breach”).


      
        
          
          

        

        
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      4.3.1.2  30
        days after notice by Employer in the event that Executive shall have committed
        a
        substantial breach of this Agreement (other than a Section 9 Breach), which
        notice shall make specific reference to this Section 4.3.1.2 and set forth
        the
        details of such breach, unless such breach shall be remedied within said
        30-day
        period.

      


      4.3.2  30
        days after notice by Executive that Employer shall have committed a substantial
        breach of this Agreement, which notice shall make specific reference to this
        Section 4.3.2 and set forth the details of such breach, unless such breach
        shall
        be remedied within said 30-day period.

      


      4.3.3  By
        either party for any reason upon 90 days’ prior notice to the other party;
        provided, however, that in the case of termination by Executive, no such
        notice
        may be given during the first 90 days of the Initial Term.

      


      4.3.4  Immediately
        upon (a) notice by Employer in the event that Executive shall have become
        Permanently Disabled (as defined in Section 7.2), or (b) the death of
        Executive.

      


      4.4  Resignation.  In
        the event of termination of this Agreement for any reason, Executive shall
        be
        deemed to have resigned from all positions held at Employer or any parent,
        subsidiary or affiliate thereof, including, without limitation, any position
        as
        director or officer.

      


      5.  Compensation
        and
        Benefits.  During the Term, Employer shall pay Executive the
        compensation and benefits as follows:

      


      5.1  Base
        Salary.  From the Commencement Date through December 31, 2006
        Employer shall pay Executive a salary of $7,212 per week (the “Interim
        Salary”).  For the remainder of the Term, Employer shall pay Executive
        an annual salary of not less than $250,000 (“Base Salary”).  The
        Interim Salary and the Base Salary shall be payable to Executive in accordance
        with the normal payroll practices of Employer.  During the Term, the
        BHLB CEO shall review Executive’s Base Salary at least annually and make
        increases, if any, in accordance with the BIG Budgets and Plans (as defined
        in
        the APA).  If Executive’s Base Salary shall be increased at any time,
        the then current Base Salary, plus the amount of the increase, shall constitute
        the new “Base Salary” hereunder.

      


      5.2  Additional
        Compensation.  For the 2007 Employment Calendar Year, Employer
        shall pay Executive annual additional compensation (“Additional Compensation”)
        in the amount of $125,000.  Additional Compensation shall be paid in
        two installments as follows:  (a) $75,000 on or before April 30, 2007
        and (b) the balance of $50,000 on or before December 31, 2007.  After
        the 2007 Employment Calendar Year, Executive shall be eligible for annual
        incentive compensation based on (a) the BHLB CEO’s assessment of 
Executive’s individual performance, (b)  Employer’s performance,  (c)
        BHLB's performance and (d) the criteria of the performance-based compensation
        plan which may be in effect from time to time for BHLB’s senior
        executives.


      
        
          
          

        

        
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      5.3  Benefits.  Employer
        shall provide Executive with the following benefits:

      


      5.3.1  Vacation;
        Holidays; Sick
        Leave.  During each Employment Calendar Year, Executive shall
        be entitled to vacation in accordance with Employer’s standard vacation policies
        in effect from time to time for Employer’s officers and such additional time as
        shall be approved by the BHLB CEO.  Executive shall take vacation at
        such times as shall be mutually agreed upon by Employer and Executive in
        accordance with the standard policies of Employer.  Executive shall be
        entitled to paid legal holidays and sick leave in accordance with the standard
        policies of Employer.

      


      5.3.2  Stock
        Options.  On the Commencement Date BHLB and Executive shall
        enter into the Stock Option Award Agreement attached hereto as Exhibit B,
        under
        which Executive shall receive stock options covering 5,000 shares of BHLB
        Common
        Stock.  During the Term, Executive shall be eligible to receive
        additional stock options.

      


      5.3.3  Expenses.  Subject
        to Employer’s standard procedures and requirements in effect from time to time,
        Employer shall reimburse Executive for, or shall pay directly on behalf of
        Executive, all normal, reasonable, necessary and properly-documented business
        expenses that shall be incurred by Executive in the performance of his services
        hereunder.

      


      5.3.4  Automobile
        Reimbursement.  Employer shall (a) provide Executive with a
        monthly automobile allowance of $1,000 for the business use of his motor
        vehicle
        and (b) pay, or reimburse Employee for, all fuel costs for such motor vehicle
        (collectively, the “Vehicle Reimbursement”).  The Vehicle
        Reimbursement shall be in lieu of all costs, fees and expenses that Executive
        shall incur to operate, maintain and insure the motor vehicle used by Executive
        in the performance of Executive’s services hereunder.

      


      5.3.5  Other
        Benefits.  In addition to the compensation and benefits
        provided for in this Section 5, Executive shall be entitled to participate
        in
        those executive benefit plans, arrangements and perquisites set forth on
        Exhibit
        C attached hereto, together with such other benefit plans, arrangement and
        perquisites that Employer may offer from time to time to full-time executives
        and in which Executive shall be eligible to participate.  Executive
        shall be given full credit for his service with MassOne for purposes of
        his
        eligibility to participate in such benefit plans, and if any benefit plan
        in
        which Executive shall be entitled to participate shall contain a pre-existing
        condition exclusion, eligibility waiting period or other limitation or exclusion
        applicable to new employees under such plan, such limitation or exclusion
        shall
        not apply to Executive or his covered dependents who shall have been covered
        under a similar plan of MassOne prior to Employer’s acquisition of
        MassOne.

      


      6.  Payments
        on
        Termination.  The following payments shall be made to Executive
        upon termination of this Agreement prior to the expiration of the
        Term:

      


      6.1  If
        this Agreement shall be terminated (a) by Employer pursuant to Section 4.3.1
        (Cause) or Section 4.3.4 (death or Permanent Disability), or (b) by Executive
        pursuant to Section 4.3.3, Executive shall be paid only such amount of Base
        Salary and Additional Compensation (“Accrued Salary and AC”) that shall have
        accrued and be unpaid as of the date of termination (the “Termination
        Date”).  Employer shall pay the Accrued Salary and AC to Executive as
        soon as practicable after the Termination Date.


      
        
          
          

        

        
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      6.2  If
        this Agreement shall be terminated during the Term by Employer pursuant to
        Section 4.3.3 or by Executive pursuant to Section 4.3.2, Employer shall pay
        Executive the following amounts:

      
 

      (a)  Accrued
        Salary and AC; and

      


      (b)  Severance
        pay (“Severance Pay”) equal to the sum of:

      


       (i)
        Executive’s Base Salary for the greater of (1) the number of months remaining in
        the then current Term or (2) 12 months (the “Severance Pay Period”);
        and

      


       (ii),
        for each month of the Severance Pay Period, an amount equal to one-twelfth
        of
        Executive’s annual Additional Compensation.

      


      Accrued
        Salary and AC shall be paid to Executive as soon as practicable after the
        Termination Date, and Severance Pay shall be paid, commencing one month after
        the Termination Date, in equal monthly installments over the Severance Pay
        Period.  During the Severance Pay Period, Executive shall be entitled
        to continue to receive the benefits to which he shall be entitled pursuant
        to
        Section 5.3.5, except that (a) no contributions of any Severance Pay (by
        Employer or Executive) shall be made to any 401(k) plan in which the Executive
        shall be participating on the Termination Date and (b), if on the Termination
        Date Employer’s disability insurance plan(s) shall not allow participation in
        such plan(s) by terminated employees, Executive’s coverage under such disability
        insurance plan(s) shall cease on the Termination Date.

      


      7.  Disability.

      


      7.1  Executive
        shall be deemed “Temporarily Disabled” or to have suffered “Temporary
        Disability” if he shall be unable, as a result of physical or mental illness or
        accident to perform his duties hereunder on a full-time basis (as is customary
        for Employer’s senior executives).

      


      7.2  Executive
        shall be deemed “Permanently Disabled” if (a) he and Employer shall agree that
        he is permanently disabled, (b) he shall be deemed to be permanently disabled
        under any employee benefit plan or program maintained by Employer or Employer’s
        parent, subsidiaries or affiliates and in which Executive shall then be
        participating or (c) he shall be Temporarily Disabled for six consecutive
        months.

      


      7.3  All
        successive periods of disability (whether Executive shall be Temporarily
        Disabled or Permanently Disabled during such period) shall be deemed a single
        period of disability unless separated by at least six months of full-time
        active
        service.

      


      7.4  During
        any period when Executive shall be Temporarily Disabled, Executive shall,
        for
        the first six months of such Temporary Disability, continue to be paid his
        Base
        Salary and Additional Compensation; provided, however, that the payments
        of Base
        Salary and Additional Compensation pursuant to this Section 7.4 shall reduced
        by
        the amount of any


      
        
          
          

        

        
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      disability
        insurance proceeds received by Executive from any disability insurance policy
        the premiums for which Employer shall pay directly or reimburse to Executive.
        In
        no event shall Executive be entitled to receive a duplicate benefit under
        this
        Section 7.4 and Employer’s sick pay allowance policy.

      


      7.5  Executive
        shall be entitled to apply accrued vacation time to reduce any period of
        Temporary Disability.

      


      8.  Facilities.  Employer
        shall make available to Executive such office space, furniture, furnishings,
        equipment and supplies and secretarial and administrative assistance that
        shall
        be commercially reasonable, necessary and appropriate for the performance
        of
        Executive’s services hereunder.

      


      9.  Restrictive
        Covenants;
        Non-Disclosure of Confidential Information.

      


      9.1  As
        used in this Section 9, the following terms shall have the meanings
        indicated:

      


      9.1.1  “Qualified
        Customer” shall mean any customer of Employer or the Acquired Agencies during
        the two-year period ending on the Termination Date or any prospective customer
        identified by Employer or the Acquired Agencies within that two-year period
        for
        business solicitation.

      


      9.1.2  “Competing
        Services” shall mean the sale of insurance products and the provision of
        insurance planning services and such other services that are similar to or
        competitive with the products and services then provided by Employer or which
        Executive has reason to know Employer intends to provide in the conduct of
        the
        Business.

      


      9.2  Restrictive
        Covenants.  Except as set forth in Section 9.3, during the Term
        and for the period commencing on Termination Date and continuing through
        the
        third anniversary of the Termination Date, Executive shall not:

      


      (a),
        directly or indirectly, for himself or on behalf of or in conjunction with
        any
        other person or entity, engage as a shareholder, officer, director, owner,
        partner, member, manager, joint venturer, employee, independent contractor,
        consultant or advisor, in any business that shall solicit business for Competing
        Services from, or provide Competing Services to, any Qualified Customer,
        wherever located; or

      


      (b)  solicit
        for employment, hire or engage as an employee or independent contractor any
        individual who shall be at that time, or shall have been within one year
        prior
        to that time, an employee of Employer or any parent, subsidiary or affiliate
        of
        Employer (collectively, the “Restrictive Covenants”).

      


      9.3  Termination
        of Restrictive
        Covenants.  If Executive shall terminate his employment
        pursuant to Section 4.3.2, the Restrictive Covenants shall terminate as of
        the
        Termination Date.  If Employer shall terminate Executive’s employment
        pursuant to Section 4.3.3, the Restrictive Covenants shall terminate three
        years
        following the Termination Date,


      
        
          
          

        

        
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      provided
        that Executive shall receive payment of his full Severance Pay as provided
        in
        Section 6.2; if Executive shall not receive his full Severance Pay, the
        Restrictive Covenants shall terminate as of the latest date of payment of
        Severance Pay.

      


      9.4  Non-Disclosure
        of
        Confidential Information.

      


      9.4.1  Confidential
        Information.  Prior to the commencement of the Term, Executive
        has had, and, during the Term, Executive shall have, access to confidential
        and
        proprietary information concerning the business or affairs of Employer and
        Employer’s parent, subsidiaries and affiliates (collectively, the “Employer
        Parties”), including, without limitation, (a) internal business information such
        as financial statements, reports, summaries of operations, projections,
        accounting and business methods, information relating to strategic and staffing
        plans and practices, business, marketing, promotional and sales plans, practices
        and programs, training practices and programs, business contracts and cost,
        rate, pricing, compensation and commission structures; (b) trade secrets,
        ideas
        or designs (whether or not patentable or copyrightable and whether or not
        reduced to practice or fixed in a tangible medium), including, without
        limitation, all drawings, formulas, patterns, models, methods, procedures,
        specifications, technology, development plans, samples, memoranda, notes
        and
        other related information; (c) computer software, program listings,
        documentation, data and data bases; (d) customer lists and customer confidential
        information; and (e) compilations of data, including, without limitation,
        the
        form or format of information that may comprise or include information otherwise
        not deemed confidential (collectively, “Confidential
        Information”).  Confidential Information shall not include any
        records, data or information that shall be in the public domain before or
        during
        the Term, provided that the same shall have not fallen into the public domain
        as
        a result of a direct or indirect disclosure by Executive in breach of this
        Agreement.

      


          9.4.2  Non-Disclosure.  The
        Employer Parties shall have all rights to possession, use and title to all
        Confidential Information which Executive shall originate or which shall have
        come into Executive’s possession in any way, and Executive shall deliver such
        Confidential Information to Employer in the ordinary course of
        business.  Executive shall not during the Term, or thereafter,
        disclose, directly or indirectly, any Confidential Information to any person,
        other than (a) the Employer Parties, (b) employees of the Employer Parties
        authorized to receive such Confidential Information at the time of such
        disclosure, or (c) such other persons to whom Executive shall have been
        specifically instructed to make disclosure by the General Counsel or Chief
        Executive Officer of BHLB or the Bank, and in all such cases only to the
        extent
        required in the course of Executive’s employment by Employer, except as required
        by law.  At the expiration or termination of the Term, Executive shall
        deliver to Employer all Confidential Information which shall be in Executive’s
        possession or control and shall not retain or use any copies or summaries
        thereof.

      


      9.5  Remedies.  Executive
        acknowledges that the Employer Parties are engaged in a highly competitive
        business and that the protections for the Employer Parties set forth in this
        Section 9 are fair and reasonable and are of vital concern to the Employer
        Parties.  Further, Executive acknowledges that monetary damages for
        any violation of this Section 9 will not adequately compensate the Employer
        Parties with respect to any such violation.  Therefore, in the event
        of a breach by Executive of any of the terms and provisions contained in
        this
        Section 9,


      
        
          
          

        

        
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      Employer
        shall be entitled to institute legal proceedings to obtain damages for any
        such
        breach and/or to enforce the specific performance of this Agreement by Executive
        and to enjoin Executive from any further violations.  The remedies
        available to Employer pursuant to this Section 9.5 may be exercised cumulatively
        by Employer in conjunction with all other rights and remedies provided by
        law.  The provisions of this Section 9 shall survive the termination
        of this Agreement and the termination and expiration of Executive’s employment,
        regardless of how Executive’s employment may be or shall have been
        terminated.

      


      10.           
        Insurance.  For
        not less than five years after the Commencement Date and throughout the Term,
        Employer shall maintain a policy of errors and omissions insurance, in such
        amounts as shall be customary in the industry for full-service agencies similar
        to Employer, that shall provide full coverage for Executive, including, without
        limitation, coverage of prior acts during the period of Executive’s employment
        by MassOne.

      


      11. 
          Miscellaneous
        Provisions.

      


      11.1  Waiver.  No
        waiver of any breach of any provision of this Agreement shall constitute
        a
        waiver of any other breach of that or any other provision hereof.

      


      11.2  Severability.  If
        any provision of this Agreement shall be deemed by any court having jurisdiction
        thereon to be invalid or unenforceable, the balance of this Agreement shall
        remain in effect; if any provision of this Agreement shall be deemed by any
        such
        court to be unenforceable because such provision shall be too broad in scope
        by
        reason of the geographic or business scope or the duration thereof, or for
        any
        other reason, such provision shall be construed to be limited in scope to
        the
        extent such court shall deem necessary to make it enforceable; and if any
        provision shall be deemed inapplicable by any such court to any person or
        circumstances, it shall nevertheless be construed to apply to all other persons
        and circumstances.

      


      11.3  Governing
        Law;
        Effect.  This Agreement shall be construed and enforced in
        accordance with the substantive law of the Commonwealth of Massachusetts,
        without giving effect to the conflicts or choice of law provisions of
        Massachusetts or any other jurisdiction, and shall have the effect of a sealed
        instrument.

      


      11.4  Binding
        Effect.  This Agreement shall be binding upon and inure to the
        benefit of the parties hereto and their respective heirs, executors,
        administrators, legal representatives, successors and assigns.  This
        Agreement is personal to Executive and Executive may not assign nor delegate
        any
        of Executive’s rights or obligations hereunder in any manner without the prior
        consent of Employer.

      


      11.5  Entire
        Agreement.  This Agreement contains a complete statement of the
        undertakings between the parties with respect to its subject matter, cannot
        be
        changed or terminated orally, and supersedes all prior agreements and
        undertakings.  There are no representations not set forth in this
        Agreement which have been relied upon by the parties.

      


      11.6  Notice.  Any
        notice, approval, consent or other communication under this Agreement shall
        be
        in writing and shall be considered given when (1) delivered personally, or
        (2)


      
        
          
          

        

        
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      mailed
        by
        registered or certified mail, return receipt requested or (3) transmitted
        by
        facsimile with a confirming copy sent by overnight mail or courier service
        to
        the parties at the addresses indicated below (or at such other address as
        a
        party may specify by notice to the others pursuant hereto).  Notice
        given by a party’s counsel shall be considered notice given by that
        party.

      


      
        	
                 

              	
                (a)

              	
                If
                  to Employer, to it at: 

              


      

      


      c/o
        Berkshire Bank

      P.
        O. Box
        1308

      24
        North
        Street

      Pittsfield,
        MA  01202-1308

      Attention:  Michael
        P. Daly, President and CEO

      Facsimile
        No. 413-447-1895

      



      
        
          
          

        

        
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      With
        a
        copy to:

      


      Gerald
        A.
        Denmark, Senior Vice President and General Counsel

      P.
        O. Box
        1308

      24
        North
        Street

      Pittsfield,
        MA  01202-1308

      Facsimile
        No. 413-448-9052

      


      
        	
                 

              	
                (b)

              	
                If
                  to Executive, to him at: 

              


      

      


      P.O.
        Box
        129

      120
        Main
        Poland Road

      Conway,
        MA   01341

      


      12.  Cancellation.  If
        the APA shall be terminated for any reason, this Agreement shall be
        automatically canceled, and neither party shall have any further obligation
        to
        the other hereunder.

      


      Signed
        and sealed on the date first
        written above.

      


      


      
        	 	 	BERKSHIRE
                INSURANCE GROUP, INC.  
	 	 	 
	 	
                By

              	/s/
                Ross D. Gorman 
	 	 	
                Its

              
	 	 	 
	 	 	
                /s/
                  Ross D. Gorman

              
	 	 	
                ROSS
                  D. GORMAN

              


      

      


      


      The
        undersigned, Berkshire Hills
        Bancorp, Inc., hereby guaranties full performance of the obligations of Employer
        hereunder.

      


      
        	 	 	
                BERKSHIRE
                  HILLS BANCORP, INC.  

              
	 	 	 
	 	
                By

              	
                /s/
                  Michael P. Daly  

              
	 	 	
                Its

              


      

      


      



      
        
          
          

        

        
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      EXHIBIT
        A

      


      


      DUTIES
        AND RESPONSIBILITIES
        OF EXECUTIVE

      


      


      Executive’s
        duties shall consist of
        responsibility for all aspects of the operation of the business of Employer,
        reporting to and under the direction of the BHLB CEO.  Executive shall
        be responsible for ensuring that (a) Employer’s long-term strategies align with
        those of BHLB, (b) Employer shall achieve and maintain profitable growth,
        (c)
        Employer shall retain its customer accounts and (d) Employer shall effectively
        utilize corporate resources of BHLB and its affiliates.  Executive
        shall create, implement and monitor quality standards using Six Sigma, Best
        Practices and other benchmarking systems.