ex10-16.htm


    Exhibit
      10.16

    
 

    BERKSHIRE
      HILLS BANCORP, INC.

    THREE
      YEAR CHANGE IN CONTROL AGREEMENT

    


    


    This
      AGREEMENT is made effective as of
      February 16, 2006, by and between Berkshire Hills Bancorp,
      Inc.
(the "Holding Company"), a corporation organized under the laws of the
      state of Delaware, with its principal administrative offices at 24 North Street,
      Pittsfield, Massachusetts 01201, and Michael J. Oleksak
      ("Executive").  Any reference to the “Institution” herein shall mean
      Berkshire Bank or any successor to Berkshire Bank.

    


    WHEREAS,
      the Holding Company recognizes
      the substantial contributions Executive has made to the Holding Company and
      wishes to protect Executive's position with the Holding Company for the period
      provided in this Agreement; and

    


    WHEREAS,
      Executive has agreed to serve
      in the employ of the Holding Company.

    


    NOW,
      THEREFORE, in consideration of the
      contributions and responsibilities of Executive, and upon the other terms and
      conditions hereinafter provided, the parties hereto agree as
      follows:

    


    1.           
      TERM OF
      AGREEMENT.

    


    The
      period of this Agreement shall be
      deemed to have commenced as of the date first above written and shall continue
      for a period of thirty-six (36) full calendar months
      thereafter.  Commencing on the first anniversary date of this
      Agreement, and continuing on each anniversary thereafter, the Board of Directors
      (the “Board”) may act to extend the term of this Agreement for an additional
      year, such that the remaining term of this Agreement would be three years,
      unless Executive elects not to extend the term of this Agreement by giving
      written notice to the Holding Company, in which case the term of this Agreement
      will expire on the third anniversary of this Agreement.

    


    2.           
      CHANGE IN
      CONTROL.

    


    (a)           
      Upon the occurrence of a Change in Control of the Institution or the Holding
      Company (as herein defined) followed at any time during the term of this
      Agreement by the involuntary termination of Executive’s employment or the
      voluntary termination of Executive’s employment in accordance with the terms of
      this Agreement, other than for Cause, as defined in Section 2(c) of this
      Agreement, the provisions of Section 3 of this Agreement shall
      apply.

    


    
      	
               

            	
              (i)

            	
              Upon
                the occurrence of a Change in Control, Executive shall have the right
                to
                elect to voluntarily terminate his employment at any time during
                the term
                of this Agreement following any demotion, loss of title, office or
                significant authority, reduction in annual compensation or benefits,
                or
                relocation of his principal place of employment by more than twenty-five
                (25) miles from its location immediately prior to the Change in Control.
                

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (ii)

            	
              Notwithstanding
                the foregoing clause (i), in the event, however, that the Chief Executive
                Officer of the Institution immediately prior to the Change in Control
                is
                the Chief Executive Officer of the resulting entity with similar
                responsibilities and duties and Executive’s position with the resulting
                entity does not result in: (A) a reduction in annual compensation
                or
                benefits, (B) a material change in work schedule, or (C) relocation
                of his
                principal place of employment by more than fifty (50) miles, then
                Executive may not voluntarily terminate his employment during the
                one-year
                period following the Change in Control and receive any payments or
                benefits under this Agreement. For the avoidance of doubt, with respect
                to
                the immediately foregoing limitation on voluntary termination, Executive
                may voluntarily terminate employment in accordance with this Section
                2(a)
                effective upon the expiration of said one-year period, and for a
                period of
                30 days thereafter, if one of the events set forth in clause (i)
                has
                occurred, either at the time of the Change in Control or during the
                one-year period following the time of the Change in Control.  If
                one of the events described in clause (i) occurs more than one year
                following the date of the Change in Control, but during the remaining
                term
                of the Agreement, then Executive may terminate his employment in
                accordance with the provisions of this Agreement, notwithstanding
                this
                clause (ii). 

            


    

    


    
      	
               

            	
              (iii)

            	
              Notwithstanding
                any other provision of this Agreement to the contrary, Executive
                may
                consent in writing to any demotion, loss, reduction or relocation
                and
                waive his ability to voluntarily terminate his employment under the
                terms
                of this Agreement. The effect of any written consent of Executive
                under
                this Section 2(a) shall be strictly limited to the terms specified
                in such
                written consent. 

            


    

    


     (b)           
      For purposes of this Agreement, a "Change in Control" of the Institution or
      Holding Company shall mean an event of a nature that: (i) would be required
      to
      be reported in response to Item 1(a) of the current report on Form 8-K, as
      in
      effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 (the “Exchange Act”); or (ii) results in a Change in
      Control of the Institution or the Holding Company within the meaning of the
      Bank
      Change in Control Act and the Rules and Regulations promulgated by the Federal
      Deposit Insurance Corporation (“FDIC”) at 12 C.F.R. § 303.4(a) with respect to
      the Bank and the Board of Governors of the Federal Reserve System (“FRB”) at 12
      C.F.R. § 225.41(b) with respect to the Holding Company, as in effect on the date
      hereof; or (iii) results in a transaction requiring prior FRB approval under
      the
      Bank Holding Company Act of 1956 and the regulations promulgated thereunder
      by
      the FRB at 12 C.F.R. § 225.11, as in effect on the date hereof except for the
      Holding Company’s acquisition of the Institution; or (iv) without limitation
      such a Change in Control shall be deemed to have occurred at such time as (A)
      any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange
      Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the
      Exchange Act), directly or indirectly, of securities of the Institution or
      the
      Holding Company representing 20% or more of the Institution’s or the Holding
      Company’s outstanding securities except for any securities of the Institution
      purchased by the Holding Company in connection with the conversion of the
      Institution to the stock form and any securities purchased by any tax-qualified
      employee benefit plan of the Institution; or (B) individuals who constitute
      the
      Board of Directors on the date hereof (the “Incumbent Board”) cease for any
      reason to constitute at least a majority thereof, provided that any person
      becoming a director subsequent to the date hereof whose election was approved
      by
      a vote of at least three


    
      
        
        

      

      
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    quarters
      (3/4) of the directors comprising the Incumbent Board, or whose nomination
      for
      election by the Holding Company’s stockholders was approved by the same
      Nominating Committee serving under an Incumbent Board, shall be, for purposes
      of
      this clause (B), considered as though he were a member of the Incumbent Board;
      or (C) a plan of reorganization, merger, consolidation, sale of all or
      substantially all the assets of the Institution or the Holding Company or
      similar transaction occurs in which the Institution or Holding Company is not
      the resulting entity; or (D) solicitations of shareholders of the Holding
      Company, by someone other than the current management of the Holding Company,
      seeking stockholder approval of a plan of reorganization, merger or
      consolidation of the Holding Company or Institution or similar transaction
      with
      one or more corporations as a result of which the outstanding shares of the
      class of securities then subject to the plan or transaction are exchanged for
      or
      converted into cash or property or securities not issued by the Institution
      or
      the Holding Company shall be distributed; or (E) a tender offer is made for
      20%
      or more of the voting securities of the Institution or the Holding
      Company.

    


    (c)           
      Executive shall not have the right to receive termination benefits pursuant
      to
      Section 3 of this Agreement upon Termination for Cause. The term "Termination
      for Cause" shall mean termination because of: (i) Executive's personal
      dishonesty, willful misconduct, breach of fiduciary duty involving personal
      profit, intentional failure to perform stated duties, willful violation of
      any
      law, rule, regulation (other than traffic violations or similar offenses),
      final
      cease and desist order or material breach of any provision of this Agreement
      which results in a material loss to the Institution or the Holding Company,
      or
      (ii) Executive's conviction of a crime or act involving moral turpitude or
      a
      final judgement rendered against Executive based upon actions of Executive
      which
      involve moral turpitude. For the purposes of this Section, no act, or the
      failure to act, on Executive's part shall be "willful" unless done, or omitted
      to be done, not in good faith and without reasonable belief that the action
      or
      omission was in the best interests of the Holding Company or its affiliates.
      Notwithstanding the foregoing, Executive shall not be deemed to have been
      Terminated for Cause unless and until there shall have been delivered to him
      a
      Notice of Termination which shall include a copy of a resolution duly adopted
      by
      the affirmative vote of not less than a majority of the members of the Board
      at
      a meeting of the Board called and held for that purpose (after reasonable notice
      to Executive and an opportunity for him, together with counsel, to be heard
      before the Board), finding that in the good faith opinion of the Board,
      Executive was guilty of conduct justifying Termination for Cause and specifying
      the particulars thereof in detail. Executive shall not have the right to receive
      compensation or other benefits for any period after Termination for Cause.
      During the period beginning on the date of the Notice of Termination for Cause
      pursuant to Section 5 of this Agreement through the Date of Termination, stock
      options granted to Executive under any stock option plan shall not be
      exercisable nor shall any unvested stock awards granted to Executive under
      any
      stock-based incentive plan of the Institution, the Holding Company or any
      subsidiary or affiliate thereof vest. At the Date of Termination, such stock
      options and such unvested stock awards shall become null and void and shall
      not
      be exercisable by or delivered to Executive at any time subsequent to such
      Date
      of Termination for Cause.


    
      
        
        

      

      
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    3.           
      TERMINATION
      BENEFITS.

    


    (a)           
      Upon the occurrence of a Change in Control, followed at any time during the
      term
      of this Agreement by the involuntary termination of Executive's employment
      (other than for Termination for Cause), or voluntary termination during the
      term
      of this Agreement as provided by Section 2(a) of this Agreement, the Holding
      Company shall be obligated to pay Executive, or in the event of his subsequent
      death, his beneficiary or beneficiaries, or his estate, as the case may be,
      a
      sum equal to three (3) times Executive's average annual compensation for the
      five most recent taxable years that Executive has been employed by the Holding
      Company or such lesser number of years in the event that Executive shall have
      been employed by the Holding Company for less than five years. For this purpose,
      such annual compensation shall include base salary and any other taxable income,
      including, but not limited to, amounts related to the granting, vesting or
      exercise of restricted stock or stock option awards, commissions, bonuses,
      pension and profit sharing plan contributions or benefits (whether or not
      taxable), severance payments, retirement benefits, and fringe benefits paid
      or
      to be paid to Executive or paid for Executive's benefit during any such year.
      At
      the election of Executive, which election is to be made prior to a Change in
      Control, such payment shall be made in a lump sum or on an annual basis in
      approximately equal installments over a three (3) year period.

    


    (b)           
      Upon the occurrence of a Change in Control of the Institution or the Holding
      Company followed at any time during the term of this Agreement by Executive's
      voluntary or involuntary termination of employment in accordance with paragraph
      (a) of this Section 3, other than for Termination for Cause, the Holding Company
      shall cause to be continued life, medical and disability coverage substantially
      identical to the coverage maintained by the Institution or Holding Company
      for
      Executive prior to his severance, except to the extent such coverage may be
      changed in its application to all Institution or Holding Company employees
      on a
      nondiscriminatory basis. Such coverage and payments shall cease upon the
      expiration of thirty-six (36) full calendar months from the Date of
      Termination.

    


    4.           
      CHANGE
      IN CONTROL-RELATED PROVISIONS.

    


    (a)           
      Anything in this Agreement to
      the
      contrary notwithstanding and except as set forth below, in the event it shall
      be
      determined that any payment, benefit or distribution made or provided by the
      Holding Company or the Institution to or for the benefit of Executive (whether
      made or provided pursuant to the terms of this Agreement or otherwise) (each
      referred to herein as a “Payment”), would be subject to the excise tax imposed
      by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or
      any interest or penalties are incurred by Executive with respect to such excise
      tax (the excise tax, together with any such interest and penalties, are
      hereinafter collectively referred to as the “Excise Tax”), Executive shall be
      entitled to receive an additional payment (a “Gross-Up Payment”) in an amount
      such that, after payment by Executive of all taxes (including any interest
      or
      penalties imposed with respect to such taxes), including, without limitation,
      any income taxes (and any interest and penalties imposed with respect thereto)
      and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount
      of
      the Gross-Up Payment equal to the Excise Tax imposed upon the
      Payments.


    
      
        
        

      

      
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    (b)           
      Determination
      of Gross-Up Payment.  Subject to the provisions
      of Section 4(c), all determinations required to be made under this Section
      4,
      including whether and when a Gross-Up Payment is required, the amount of such
      Gross-Up Payment and the assumptions to be utilized in arriving at such
      determination, shall be made by a certified public accounting firm reasonably
      acceptable to the Holding Company as may be designated by Executive (the
“Accounting Firm”) which shall provide detailed supporting calculations to the
      Holding Company and Executive within fifteen (15) business days of the receipt
      of notice from Executive that there has been a Payment, or such earlier time
      as
      is requested by the Holding Company.  All fees and expenses of the
      Accounting Firm shall be borne solely by the Holding Company.  Any
      Gross-Up Payment, as determined pursuant to this Section 4, shall be paid by
      the
      Holding Company to Executive within five business days of the later of (i)
      the
      due date for the payment of any Excise Tax, or (ii) the receipt of the
      Accounting Firm’s determination. Any determination by the Accounting Firm shall
      be binding upon the Holding Company and Executive.  As a result of the
      uncertainty in the application of Section 4999 of the Code, at the time of
      the
      initial determination by the Accounting Firm hereunder, it is possible that
      a
      Gross-Up Payment will not have been made by the Holding Company which should
      have been made (an “Underpayment”), consistent with the calculations required to
      be made hereunder.  In the event that the Holding Company exhausts its
      remedies pursuant to Section 4(c) and Executive thereafter is required to make
      a
      payment of any Excise Tax, the Accounting Firm shall determine the amount of
      the
      Underpayment that has occurred and any such Underpayment shall be promptly
      paid
      by the Holding Company to or for the benefit of Executive.

    


    (c)           
      Treatment
      of
      Claims.  Executive shall notify
      the
      Holding Company in writing of any claim by the Internal Revenue Service that,
      if
      successful, would require a Gross-Up Payment to be made.  Such
      notification shall be given as soon as practicable, but no later than ten
      business days, after Executive is informed in writing of such claim and shall
      apprise the Holding Company of the nature of such claim and the date on which
      such claim is requested to be paid.  Executive shall not pay such
      claim prior to the expiration of the thirty (30) day period following the date
      on which it gives such notice to the Holding Company (or any shorter period
      ending on the date that payment of taxes with respect to such claim is
      due).  If the Holding Company notifies Executive in writing prior to
      the expiration of this period that it desires to contest such claim, Executive
      shall:

    


    
      	
               

            	
              (i)

            	
              give
                the Holding Company any
                information reasonably requested by the Holding Company relating
                to such
                claim;

            


    

    


    
      	
               

            	
              (ii)

            	
              take
                such action in connection
                with contesting such claim as the Holding Company shall reasonably
                request
                in writing from time to time, including, without limitation, accepting
                legal representation with respect to such claim by an attorney reasonably
                selected by the Holding
                Company;

            


    

    


    
      	
               

            	
              (iii)

            	
              cooperate
                with the Holding Company
                in good faith in order to effectively contest such claim;
                and

            


    

    


    
      	
               

            	
              (iv)

            	
              permit
                the Holding Company to
                participate in any proceedings relating to such claim; provided,
                however,
                that the Holding Company shall bear and pay
                directly

            


    


    
      
        
        

      

      
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    all
      costs and expenses (including
      additional interest and penalties) incurred in connection with such contest
      and
      indemnify and hold Executive harmless, on an after-tax basis, for any Excise
      Tax
      or related taxes, interest or penalties imposed as a result of such
      representation and payment of costs and expenses.  Without limitation
      on the foregoing provisions of this Section 4(c), the Holding Company shall
      control all proceedings taken in connection with such contest and, at its
      option, may pursue or forgo any and all administrative appeals, proceedings,
      hearings and conferences with the taxing authority with respect to such claim
      and may, at its option, either direct Executive to pay the tax claimed and
      sue
      for a refund or contest the claim in any permissible manner.  Further,
      Executive agrees to prosecute such contest to a determination before any
      administrative tribunal, in a court of initial jurisdiction and in one or more
      appellate courts, as the Holding Company shall determine; provided, however,
      that if the Holding Company directs Executive to pay such claim and sue for
      a
      refund, the Holding Company shall advance the amount of such payment to
      Executive, on an interest-free basis (including interest or penalties with
      respect thereto).  Furthermore, the Holding Company’s control of the
      contest shall be limited to issues with respect to which a Gross-Up Payment
      would be payable hereunder and Executive shall be entitled to settle or contest,
      as the case may be, any other issues raised by the Internal Revenue Service
      or
      any other taxing authority.

    


    (d)          
      Adjustments
      to the Gross-Up Payment.  If, after the receipt
      by
      Executive of an amount advanced by the Holding Company pursuant to Section
      4(c),
      Executive becomes entitled to receive any refund with respect to such claim,
      Executive shall (subject to the Holding Company’s compliance with the
      requirements of Section 4(c)) promptly pay to the Holding Company the amount
      of
      such refund (together with any interest paid or credited thereon after
      applicable taxes).  If, after the receipt by Executive of an amount
      advanced by the Holding Company pursuant to Section 4(c), a determination is
      made that Executive shall not be entitled to any refund with respect to such
      claim and such denial of refund occurs prior to the expiration of thirty (30)
      days after such determination, then such advance shall be forgiven and shall
      not
      be required to be repaid and the amount of such advance shall offset, to the
      extent thereof, the amount of the Gross-Up Payment required to be
      paid.

    


    5.           
      NOTICE OF
      TERMINATION.

    


    (a)           Any
      purported termination by the Holding Company or by Executive in connection
      with
      a Change in Control shall be communicated by a Notice of Termination to the
      other party. For purposes of this Agreement, a "Notice of Termination" shall
      mean a written notice which indicates the specific termination provision in
      this
      Agreement relied upon and shall set forth in reasonable detail the facts and
      circumstances claimed to provide a basis for termination of Executive's
      employment under the provision so indicated.

    


    (b)          
      "Date of Termination" shall mean the date specified in the Notice of Termination
      (which, in the instance of Termination for Cause, shall not be less than thirty
      (30) days from the date such Notice of Termination is given); provided, however,
      that if a dispute regarding the


    
      
        
        

      

      
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    Executive's
      termination exists, the "Date of Termination" shall be determined in accordance
      with Section 5(c) of this Agreement.

    


    (c)           
      If, within thirty (30) days after any Notice of Termination is given, the party
      receiving such Notice of Termination notifies the other party that a dispute
      exists concerning the termination, the Date of Termination shall be the date
      on
      which the dispute is finally determined, either by mutual written agreement
      of
      the parties, by a binding arbitration award, or by a final judgment, order
      or
      decree of a court of competent jurisdiction (the time for appeal therefrom
      having expired and no appeal having been perfected) and provided further that
      the Date of Termination shall be extended by a notice of dispute only if such
      notice is given in good faith and the party giving such notice pursues the
      resolution of such dispute with reasonable diligence. Notwithstanding the
      pendency of any such dispute in connection with a Change in Control, in the
      event that the Executive is terminated for reasons other than Termination for
      Cause, the Holding Company will continue to pay Executive the payments and
      benefits due under this Agreement in effect when the notice giving rise to
      the
      dispute was given (including, but not limited to his annual salary) until the
      earlier of: (i) the resolution of the dispute in accordance with this Agreement;
      or (ii) the expiration of the remaining term of this Agreement as determined
      as
      of the Date of Termination.

    


    6.           
      SOURCE OF
      PAYMENTS.

    


    It
      is intended by the parties hereto
      that all payments provided in this Agreement shall be paid in cash or check
      from
      the general funds of the Holding Company.

    


    7.           
      EFFECT ON PRIOR
      AGREEMENTS AND EXISTING BENEFIT PLANS.

    


    This
      Agreement contains the entire
      understanding between the parties hereto and supersedes any prior agreement
      between the Holding Company or the Institution and Executive, except that this
      Agreement shall not affect or operate to reduce any benefit or compensation
      inuring to Executive of a kind elsewhere provided.  No provision of
      this Agreement shall be interpreted to mean that Executive is subject to
      receiving fewer benefits than those available to him without reference to this
      Agreement.

    


    Nothing
      in this Agreement shall confer
      upon Executive the right to continue in the employ of the Holding Company or
      shall impose on the Holding Company any obligation to employ or retain Executive
      in its employ for any period.

    


    8.           
      NON-COMPETITION
      AND
      NON-DISCLOSURE.

    


    (a)           
      For a period of one (1) year following the payment of termination benefits
      to
      Executive under this agreement, Executive agrees not to compete with the Holding
      Company or its subsidiaries in any city, town or county in which Executive's
      normal business office is located and the Holding Company or its subsidiaries
      has an office or has filed an application for regulatory approval to establish
      an office, determined as of the effective date of such termination, except
      as
      agreed to pursuant to a resolution duly adopted by the Board of Directors.
      Executive agrees that during such one (1) year period and within said cities,
      towns and counties, Executive


    
      
        
        

      

      
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    shall
      not
      work for or advise, consult or otherwise serve with, directly or indirectly,
      any
      entity whose business materially competes with the depository, lending or other
      business activities of the Holding Company or its subsidiaries.  The
      parties hereto, recognizing that irreparable injury will result to the Holding
      Company, its business and property in the event of Executive's breach of this
      Section 8(a), agree that in the event of any such breach by Executive, the
      Holding Company will be entitled, in addition to any other remedies and damages
      available, to an injunction to restrain the violation hereof by Executive,
      Executive's partners, agents, servants, employees and all persons acting for
      or
      under the direction of Executive.  Executive represents and admits
      that in the event of the termination of his employment following a Change in
      Control, Executive's experience and capabilities are such that Executive can
      obtain employment in a business engaged in other lines and/or of a different
      nature than the Holding Company or its subsidiaries, and that the enforcement
      of
      a remedy by way of injunction will not prevent Executive from earning a
      livelihood.  Nothing herein will be construed as prohibiting the
      Holding Company from pursuing any other remedies available for such breach
      or
      threatened breach, including the recovery of damages from
      Executive.

    


    (b)           
      Executive recognizes and acknowledges that the knowledge of the business
      activities and plans for business activities of the Holding Company or its
      subsidiaries, as it may exist from time to time, is a valuable, special and
      unique asset of the business of the Holding Company. Executive will not, during
      or after the term of his employment, disclose any knowledge of the past,
      present, planned or considered business activities of the Holding Company or
      its
      subsidiaries to any person, firm, corporation, or other entity for any reason
      or
      purpose whatsoever, unless expressly authorized by the Board of Directors or
      required by law. Notwithstanding the foregoing, Executive may disclose any
      knowledge of banking, financial and/or economic principles, concepts or ideas
      which are not solely and exclusively derived from the business plans and
      activities of the Holding Company or its subsidiaries. In the event of a breach
      or threatened breach by Executive of the provisions of this Section 8, the
      Holding Company will be entitled to an injunction restraining Executive from
      disclosing, in whole or in part, the knowledge of the past, present, planned
      or
      considered business activities of the Holding Company or its subsidiaries or
      from rendering any services to any person, firm, corporation or other entity
      to
      whom such knowledge, in whole or in part, has been disclosed or is threatened
      to
      be disclosed. Nothing herein will be construed as prohibiting the Holding
      Company from pursuing other remedies available for such breach or threatened
      breach, including the recovery of damages from Executive.

    


    9.           
      NO
      ATTACHMENT.

    


    (a)           
      Except as required by law, no right to receive payments under this Agreement
      shall be subject to anticipation, commutation, alienation, sale, assignment,
      encumbrance, charge, pledge, or hypothecation, or to execution, attachment,
      levy, or similar process or assignment by operation of law, and any attempt,
      voluntary or involuntary, to affect any such action shall be null, void, and
      of
      no effect.

    


    (b)           
      This Agreement shall be binding upon, and inure to the benefit of, Executive,
      the Holding Company and their respective successors and assigns.

    



    
      
        
        

      

      
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    10.           
      MODIFICATION AND
      WAIVER.

    


    (a)           
      This Agreement may not be modified or amended except by an instrument in writing
      signed by the parties hereto.

    


    (b)           
      No term or condition of this Agreement shall be deemed to have been waived,
      nor
      shall there be any estoppel against the enforcement of any provision of this
      Agreement, except by written instrument of the party charged with such waiver
      or
      estoppel. No such written waiver shall be deemed a continuing waiver unless
      specifically stated therein, and each such waiver shall operate only as to
      the
      specific term or condition waived and shall not constitute a waiver of such
      term
      or condition for the future or as to any act other than that specifically
      waived.

    


    11.           
      REQUIRED REGULATORY
      PROVISIONS.

    


    Any
      payments made to Executive pursuant
      to this Agreement, or otherwise, are subject to and conditioned upon compliance
      with 12 U.S.C. §1828(k) and any rules and regulations promulgated thereunder,
      including 12 C.F.R. Part 359.

    


    12.           
      SEVERABILITY.

    


    If,
      for any reason, any provision of
      this Agreement, or any part of any provision, is held invalid, such invalidity
      shall not affect any other provision of this Agreement or any part of such
      provision not held so invalid, and each such other provision and part thereof
      shall, to the full extent consistent with law, continue in full force and
      effect.

    


    13.           
      HEADINGS FOR REFERENCE
      ONLY.

    


    The
      headings of sections and paragraphs
      herein are included solely for convenience of reference and shall not control
      the meaning or interpretation of any of the provisions of this
      Agreement.

    


    14.           
      GOVERNING
      LAW.

    


    The
      validity, interpretation,
      performance, and enforcement of this Agreement shall be governed by the laws
      of
      the state of Delaware.

    


    15.           
      ARBITRATION.

    


    Any
      dispute or controversy arising
      under or in connection with this Agreement shall be settled exclusively by
      arbitration, conducted before a panel of three arbitrators sitting in a location
      selected by Executive within fifty (50) miles from the location of the Holding
      Company's main office, in accordance with the rules of the American Arbitration
      Association then in effect.  Judgment may be entered on the
      arbitrator's award in any court having jurisdiction; provided, however, that
      Executive shall be entitled to seek specific performance of his right to be
      paid
      until the Date of Termination during the pendency of any dispute or controversy
      arising under or in connection with this Agreement.


    
      
        
        

      

      
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    16.           
      PAYMENT OF COSTS
      AND
      LEGAL FEES.

    


    All
      reasonable costs and legal fees
      paid or incurred by Executive pursuant to any dispute or question of
      interpretation relating to this Agreement shall be paid or reimbursed by the
      Holding Company if Executive is successful with respect to such dispute or
      question of interpretation pursuant to a legal judgment, arbitration or
      settlement.

    


    17.           
      INDEMNIFICATION.

    


    The
      Holding Company shall provide
      Executive (including his heirs, executors and administrators) with coverage
      under a standard directors' and officers' liability insurance policy at its
      expense and shall indemnify Executive (and his heirs, executors and
      administrators) to the fullest extent permitted under Delaware 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 Holding 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
      to
      be limited to, judgments, court costs and attorneys' fees and the costs of
      reasonable settlements.

    


    18.           
      SUCCESSOR TO THE
      HOLDING COMPANY.

    


    The
      Holding Company shall require any
      successor or assignee, whether direct or indirect, by purchase, merger,
      consolidation or otherwise, to all or substantially all the business or assets
      of the Holding Company, to expressly and unconditionally assume and agree to
      perform the Holding Company's obligations under this Agreement in the same
      manner and to the same extent that the Holding Company would be required to
      perform such obligations if no such succession or assignment had taken
      place.


    
      
        
        

      

      
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    SIGNATURES

    


    IN
      WITNESS WHEREOF, Berkshire Hills
      Bancorp, Inc. has caused this Agreement to be executed by its duly authorized
      officer, and Executive has signed this Agreement, on the16th day of February,
      2006.

    


    


    
      	
              ATTEST:

            	 	
              BERKSHIRE
                HILLS BANCORP, INC.

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              
                /s/
                  Sally J. Chavarry

              

            	 	
              By:

            	
              
                /s/
                  Michael P. Daly

              

            
	 	 	 	
              Michael
                P. Daly, President and CEO

            
	 	 	 	 
	 	 	 	 
	
              SEAL

            	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              WITNESS:

            	 	
              EXECUTIVE

            	 
	 	 	 	 
	 	 	 	 
	
              
                /s/
                  Sally J. Chavarry

              

            	 	
              /s/
                Michael
                J. Oleksak

            
	 	 	
              Michael
                J. Oleksak

            
	 	 	 	 


    

    


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