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Exhibit 10.1  


 
  EXECUTIVE EMPLOYMENT AGREEMENT    
    


        This Executive Employment Agreement (the "Agreement") shall be effective as of the 1st day of January, 2004, by and between Boston Private Financial
Holdings, Inc., a duly organized Massachusetts corporation with its principal place of business at Ten Post Office Square, Boston, Massachusetts (the "Company"), and Timothy L. Vaill of
Andover, Massachusetts (the "Executive"), hereinafter collectively the "Parties." 


        WHEREAS,
the operations of the Company and its affiliates are a complex matter requiring leadership and direction in a variety of areas, including financial, strategic planning,
regulatory, personnel development, community relations and others; 


        WHEREAS,
the Executive is possessed of certain experience and expertise that qualify him to provide the leadership and direction required by the Company and its affiliates; 


        WHEREAS,
the Executive is currently serving as Chairman and Chief Executive Officer of the Company; and 


        WHEREAS,
subject to the terms and conditions hereinafter set forth, the Company desires to retain the Executive to continue serving as its Chairman and Chief Executive Officer, and the
Executive wishes to accept such continuing employment; 


        NOW,
THEREFORE, in consideration of the foregoing premises and the mutual promises, terms, provisions and conditions set forth in this Agreement, the Parties hereby agree as follows: 


        1.    Employment.    Subject to the terms and conditions set forth in this Agreement, the Company agrees to continue
to employ the Executive, and the Executive agrees to continue to be employed by the
Company, for the Term set forth in Paragraph 2 below, in the positions and with the duties and responsibilities set forth in Paragraph 3 below. 



        2.    Term.    This Agreement shall become effective as of the date first set forth above (the "Effective Date"), and,
as of that date, shall replace any preceding Employment Agreement with respect to periods of employment on and after the Effective Date. Subject to earlier termination as hereafter provided, the
Executive's employment hereunder shall be for a term of three (3) years, commencing on the Effective Date hereof and continuing through the close of business on December 31, 2006 (the
"Term"). Provided, however, on December 31, 2004 and on each succeeding December 31 thereafter, the Term then in effect shall automatically be extended for one calendar year, unless the
Board of Directors of the Company (the "Board") provides the Executive with written notice to the contrary at least thirty (30) days before the date the Agreement would otherwise be so
extended. Such notice, in the sole discretion of the Board, may provide that the Term will not be extended in the future, and that there shall be no further automatic extensions of the Term hereof on
each succeeding December 31. 


        Notwithstanding
the foregoing, the Term of this Agreement shall be automatically extended, as necessary, in the event of a Change in Control (as hereinafter defined), so that, as so
extended, it shall terminate no earlier than three years following the date of such Change in Control. 



        A
"Change in Control" shall occur upon the earliest of the following events: (1) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934 (the "Act") (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan or trust of the Company, or any corporation owned, directly or indirectly, by
the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company and other than the Executive and his affiliates and associates (as such terms are
defined in Rule 12b-2 under the Act) becomes a "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the Act), directly or indirectly, of
securities of the Company representing at least twenty-five percent (25%) or more of the combined voting power of the Company's then outstanding securities; (2) persons who, as of
the date of the Agreement, constituted the Company's Board (the "Incumbent Board") cease for 







 



any
reason, including without limitation as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board of Directors of the Company,
provided that any person becoming a director of the Company subsequent to the date of this Agreement whose election or nomination for election was approved by at least a majority of the directors then
comprising the Incumbent Board shall, for purposes of this Agreement, be considered a member of the Incumbent Board; or (3) (i) any consolidation or merger of the Company or its subsidiaries
where the stockholders oft Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in
Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the corporation issuing cash or securities in the
consolidation or merger (or the ultimate parent corporation, if any), (ii) any sale, lease, exchange or other transfer (in a transaction or series of transactions contemplated or arranged by
any party as a single plan) of all or substantially all of the assets of the Company, or (iii) any liquidation or dissolution of the Company. 



        3.    Capacity and Performance.    



        3.1    The
Executive shall be employed during the Term as Chairman and Chief Executive Office of the Company, and shall perform such duties and responsibilities on behalf of
the Company as may reasonably be assigned to him by the Board consistent with Executive's position. As Chairman and Chief Executive Officer, the Executive shall exercise general supervision over the
property, business and overall affairs of the Company and its subsidiaries and affiliates. The Executive shall report and be responsible to the Board. 



        3.2    During
the Term, and excluding any periods of vacation and leave to which the Executive is entitled, the Executive agrees to devote substantially all of his working time
and best efforts to the performance of his duties and responsibilities under this Agreement. Provided, however, it shall not be a violation of this Agreement for the Executive (i) to serve on
the boards of directors of a reasonable number of other corporations, trade associations and/or charitable organizations, (ii) to engage in charitable and community affairs, and/or
(iii) to manage his personal investments and affairs, so long as such activities do not materially interfere with the proper performance of his duties and responsibilities as Chairman and Chief
Executive Officer of the Company. It is expressly agreed and understood that, to the extent that any such activities have been conducted by the Executive prior to a Change in Control (as defined in
Paragraph 5.2(b) below), the continued conduct of such activities following a Change of Control shall not be deemed to interfere materially with the performance of the Executive's duties and
responsibilities to the Company. 


        3.3    lf
the Executive is suspended and/or temporarily prohibited from participating in the affairs of the Company by a notice served by state or federal banking regulators,
the obligations of the Company hereunder shall be suspended as of the date of service, unless stayed by appropriate legal proceedings. If the charges in the notice are dismissed without a finding or
acknowledgment of wrongdoing on the part of the Executive, the Company shall pay to the Executive all of the compensation under Paragraph 4 withheld while such obligations were suspended, and
shall promptly reinstate going forward all of the obligations that had been so suspended. 




        4.    Compensation.    For all services rendered by the Executive in any capacity required hereunder during the Term,
including, without limitation, service as an executive, officer, director, or member of any committee of the Company, or any subsidiary or affiliate thereof, the Executive shall be compensated as set
forth below. 



        4.1    Base Salary.    The Executive shall be paid a base salary at an annual rate of $535,000, payable in accordance
with the regular payroll practices of the Company and subject to increase from time to time by the Board, in its sole discretion. Such base salary, as from time to time increased, is hereinafter
referred to as "Base Salary." The Executive's Base Salary shall be 



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reviewed
no less frequently than annually for increase, in the sole discretion of the Board. Base Salary shall in no event be subject to decrease from its then-existing level during the
Term. 


        4.2    Bonus.    The Executive shall participate in the Annual Executive Incentive Plan (or a substantially similar or
successor plan), pursuant to which the Executive shall be considered annually for an incentive bonus based on an agreed percentage of Base Salary ("Bonus"). The amount of the annual Bonus shall be
determined by the Board, based on its assessment of the Executive's performance and that of the Company against appropriate and reasonably achievable goals established by the Compensation Committee of
the Board after consultation with the Executive, which Bonus, if any, shall be payable not later than the end of the first quarter of the fiscal year following that for which the Bonus was earned. Any
Bonus or incentive compensation paid to the Executive shall be in addition to Base Salary. 


        4.3    Long-Term Incentive Compensation.    The Executive shall participate in the 2004 Stock and
Incentive (or any successor plan) (the "Stock Plan") and all other similar plans that the Board may adopt, or has adopted, from time to time on such terms and conditions as the Board shall determine. 




        5.    Benefits.    



        5.1    Employee Benefit Programs.    During the Term, and subject to any contribution therefor generally required of
executives of the Company, the Executive shall be entitled to participate in any and all employee pension and welfare benefit plans, programs and arrangements of the Company, as in effect from time to
time, to the same extent that other senior executives of the Company are eligible to so participate. Such participation shall be subject to the terms of the governing plan documents and generally
applicable Company policies. 


        5.2    Supplemental Executive Retirement Plan.    The Supplemental Executive Retirement Agreement dated
May 2001, as amended by the First Amendment effective as of the first day of January 2004, shall continue in effect until amended or terminated by the parties (as amended, the "SERP"). 


        5.3    Fringe Benefits.    During the Term, the Executive shall be eligible to participate in any and all of the
Company's executive fringe benefits, subject to and in accordance with the terms and conditions of such arrangements as are in effect from time to time for the senior executives of the Company.
Notwithstanding any changes to the fringe benefits available to senior executives of the Company, the Executive shall be entitled during the Term to either direct payment or reimbursement (at the
Executive's option) of reasonable costs and expenses in an amount not to exceed $100,000 annually for (i) an annual physical examination and any medical testing related thereto,
(ii) annual tax planning and tax return preparation services, (iii) periodic estate planning and will preparation services, and (iv) personal legal services approved by the Board
and arising from Company-related activities. The payment for tax return preparation and legal services, as provided hereinabove, shall avail for the year in which the Executive retires and shall
likewise be extended for the benefit of the Executive's estate for a period of one year following the Executive's death during the Term. 



        5.4    Vacation.    During the Term, the Executive shall be entitled to four (4) weeks of paid vacation during
the course of any twelve (12) month period of employment. Vacation shall be taken at such times and intervals as shall be determined by the Executive, in his reasonable judgment, subject to the
operating and business needs of the Company. 


        5.5    Insurance.    



        (a)   The
Company shall purchase and maintain in effect by prompt payment of the premiums due thereon a policy (1) covering officers' and directors' liability in
compliance with 




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applicable
federal banking rules and regulations, and (2) fiduciary liability relating to the Employee Retirement Income Security Act of 1974, as amended. 



        (b)   In
addition to the insurance coverage provided to employees of the Company generally, the Company shall provide to the Executive Company-paid term life
insurance with a gross death benefit of no less than $2,000,000. 


        (c)   The
Company shall pay to Executive annually on or about January 1 a bonus, grossed up for applicable taxes, in such amounts as are necessary to pay the
Executive's premium for such year for a split dollar life insurance policy issued by Mass Mutual on March 22,1996 and owned by the Vaill
Insurance Trust 1995-B.P.B.T.C.-trustee. Upon termination of employment, the Company shall have no further responsibility for premium payments. 




        5.6    Expense Reimbursement.    During the Term, the Executive shall be entitled to receive reimbursement for all
reasonable out-of-pocket expenses incurred by him in performing services hereunder, in accordance with the prevailing policies and procedures established by the Company for its
senior executive officers. 




        6.    Termination of Employment.    Notwithstanding the provisions of Paragraph 2 hereof, if the Executive's
employment hereunder shall terminate prior to the expiration of the Term under the following circumstances, the following consequences shall result: 



        6.1    Death.    In the event of the Executive's death during the Term, the Executive's employment hereunder shall
automatically terminate. In such event, the Company shall promptly pay to the Executive's designated beneficiary or, if no beneficiary has been designated by the Executive, to his estate or other
legal representative: 



        (a)   Base
Salary for the period ending on the 12th month following the date of the Executive's death; 


        (b)   pro-rata
Bonus for the fiscal year of the Executive's death; 


        (c)   rights
to exercise stock options, as provided under the terms of the Executive's stock option grants and agreements with the Company; 


        (d)   any
rights, benefits and/or coverages available for the benefit of deceased participants under the terms of the plans, programs and arrangements for the Executive set
forth in Paragraphs 4.3, 5.1, 5.2, 5.3 and 5.5 hereof; and 


        (e)   payment
of any accrued but unpaid Base Salary, unused vacation, unreimbursed business expenses, and unpaid Bonus for the prior Performance Year, together with any other
vested rights and entitlements remaining unpaid at the Executive's death. 




        6.2    Disability.    In the event the Executive's employment with the Company is terminated for reason of disability,
the Company shall promptly pay to the Executive: 



        (a)   Base
Salary until the later of the end of the Term or the commencement of payments under a long-term disability insurance policy of the Company replacing at
least sixty-six and two-thirds percent (662/3%) of the Executive's Base Salary as in effect immediately prior to the termination of the Executive's employment; 


        (b)   pro-rata
Bonus for the fiscal year in which the Executive's employment terminated; 



        (c)   rights
to exercise stock options, as provided under the terms of the Executive's stock option grants and agreements with the Company; 




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        (d)   any
rights, benefits and/or coverages available to former employees who separate from service based on disability under the terms of the plans, programs and arrangements
for the Executive set forth in Paragraphs 4.3, 5.1, 5.2, 5.3 and 5.5 hereof; and 



        (e)   payment
of any accrued but unpaid Base Salary, unused vacation, unreimbursed business expenses, and unpaid Bonus for the prior Performance Year, together with any other
vested rights and entitlements remaining unpaid at the Executive's termination of employment. 




        For
purposes of this Agreement, "disability" shall mean the Executive's incapacity due to a physical or mental illness which has caused the Executive to be unable to carry out the
essential functions of his position at the Company, either with or without reasonable accommodation, for 90 days during any period of 365 consecutive calendar days. 



        Disagreement
regarding a determination of disability shall be subject to the certification of a qualified medical doctor mutually agreed to by the Company and the Executive, or, in the
event of the Executive's incapacity to designate a doctor, the Executive's legal representative or guardian. In the absence of an agreement between the Company and the Executive (or his legal proxy)
in designating a doctor, each party shall nominate a qualified medical doctor, and the two doctors so nominated shall select a third doctor, which third doctor shall make the conclusive determination
as to the disability of the Executive. 



        6.3    Retirement.    In the event the Executive's employment terminates due to normal retirement, the Company shall
promptly pay or provide to the Executive: 



        (a)   Base
Salary for the period ending on the date of the Executive's retirement; 


        (b)   pro-rata
Bonus for the fiscal year of the Executive's retirement; 


        (c)   rights
to exercise stock options as provided under the terms of the Executive's stock option grants and agreements with the Company; 



        (d)   any
rights, benefits and/or coverages available to retired employees under the terms of the plans, programs and arrangements for the Executive set forth under Paragraphs
4.3, 5.1, 5.2, 5.3 and 5.5 hereof; 


        (e)   payment
of any accrued but unpaid Base Salary, unused vacation, unpaid Bonus for the prior Performance Year(s), together with any other vested rights and entitlements
remaining unpaid at the Executive's retirement; and 


        (f)    continued
access to a Company-funded office, computer, telephonic equipment and clerical services, all at a location in the greater Boston, Massachusetts area selected
by the Board. 




        For
purposes of this Agreement, "normal retirement" shall mean voluntary termination of the Executive's employment after he reaches age 65 or has completed 15 years of service
with the Company, whichever is later, or in accordance with any other retirement arrangement with respect to the Executive established by the Board with the Executive's express written consent. 


        6.4    Termination By the Company For Cause.    The Company may terminate the Executive's employment hereunder for
"Cause," at any time upon written notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute Cause for termination: 



        (a)   conviction
of the Executive of, or plea of guilty or nolo contendere by the Executive to, a felony; or 


        (b)   willfully
dishonest acts against the Company that are materially injurious to it or any of its affiliated entities; or 




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        (c)   gross
and willful misconduct which causes or is likely to cause substantial financial loss to the Company or any of its affiliated entities, or to cause significant
damage to the business reputation of the Company or any of its affiliated entities; or 


        (d)   willful
and persistent misconduct constituting bad faith in the performance of the Executive's obligations Under this Agreement; or 


        (e)   willful
breach of fiduciary duty involving personal profit to the Executive. 




        Provided,
however, the Executive's employment shall not be terminated for Cause, with the exception of the events described in Subparagraph (a) above, unless the Executive shall
have first received adequate written notice of the specific charges against him and an opportunity to be heard before the Board in response to same. No termination for Cause shall be effective unless
the Board shall determine, based on clear and convincing evidence, that Cause in fact exists. In the event of a termination for Cause in accordance with the procedure set forth above, the Executive
shall be entitled only to any unpaid Base Salary and Bonus for a prior Performance Year, and to those other continuing rights and benefits, if any, available under employee benefit programs of the
Company to employees terminated for cause, and shall have no further rights hereunder. 


        For
purposes of this Paragraph 6.4, no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive
intentionally, purposefully and without a subjective belief that the Executive's act, or failure to act, was in the best interests of the Company and/or any of its subsidiaries. 


        6.5    Termination By the Company Other Than For Cause.    The Company may terminate the employment of the Executive
for reasons other than Cause, in which case the Company shall be obligated to pay promptly, and the Executive shall be entitled to receive without any requirement of mitigation, the following: 



        (a)   an
amount equal to 2.99 times (i) the Executive's current Base Salary and (ii) the average of the Bonus payments for the three most recent taxable years
preceding termination, payable in a lump sum; 


        (b)   pro-rata
Bonus for the fiscal year in which the Executive's employment terminated; 


        (c)   any
outstanding unvested stock options and restricted stock awards under the Company's 1988 Employee Incentive Stock Option Plan, the 1997 Long-Term
Incentive Plan, the Stock Plan, and any other equity plans shall become immediately vested and exercisable; provided that any such options granted on and after the date hereof may be exercised by the
Executive within three years following the date of such termination, and prior options may be exercised in accordance with their terms; 


        (d)   continuation
of the Executive's perquisites and all other benefits of the Executive under any of the Company's medical and benefit plans, life insurance plans,
disability income plans, benefits equalization plan, vacation plans, expense reimbursement plans, or other employee benefit plans described in Paragraph 5 hereof (collectively the "Employee
Benefit Plans" and each individually an "Employee Benefit Plan"), except as specifically provided herein with respect to the SERP, upon the same terms as in effect on the date of termination for a
period of three (3) years following such termination, or until such earlier time as the Executive becomes eligible for equivalent coverage(s) under another group benefit plan. Solely for
purposes of benefits continuation under the Employee Benefit Plans, except with respect to the SERP, the Executive shall be deemed to be an active employee of the Company, during the three year period
following termination. For purposes of the SERP, Executive shall be granted three additional Years of Service (as defined in the SERP) for vesting purposes only. To the extent that benefits required
under this Paragraph 6.5(d) cannot be provided under the 




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terms
of any Employee Benefit Plan, the Company shall enter into alternative arrangements that will provide the Executive with comparable benefits, or shall provide the Executive with the economic
equivalent of the same; and 


        (e)   any
accrued but unpaid Base Salary, unused vacation, unpaid Bonus for the prior Performance Year(s), together with any other vested rights and entitlements remaining
unpaid at the Executive's termination of employment. 




        Payment(s)
made under this Paragraph 6.5 shall not be reduced by any compensation or benefits which the Executive may receive from other employment with another employer, or
otherwise, following termination of his employment with the Company. No termination hereunder shall adversely affect the Executive's (or his spouse's) rights, if any, to receive benefits as described
in Section 5.2 hereof. 


        6.6    Termination By the Executive For Good Reason.    The Executive may terminate his employment with the Company
for Good Reason, in which case the Company shall be obligated to pay promptly when due, and the Executive shall be entitled to receive without any requirement of mitigation, all of the compensation
and benefits described in Paragraph 6.5 hereof. 




        For
purposes of this Agreement, "Good Reason" shall exist if the Executive has complied with the "Good Reason Process" (as hereinafter defined) following the occurrence of any one of the
following events during the Term: 




        (a)   a
significant adverse change, not consented to by the Executive, in the nature or scope of the Executive's responsibilities, authorities, powers, title, functions or
duties; or 


        (b)   a
reduction, not consented to by the Executive, in the Executive's Base Salary or Bonus opportunity as in effect on the date hereof or as the same may have been
increased from time to time; or 


        (c)   an
attempt by the Company to relocate, not consented to by the Executive, the Executive to, or to require him to perform regular services at, any location that is more
than fifty (50) miles from the Executive's employment location on the date hereof; or 


        (d)   except
as required by law or as consented to by the Executive, the failure by the Company or any of its subsidiaries to continue in effect any benefits or perquisites,
or any pension, life insurance, medical insurance or disability plan in which the Executive was theretofore participating, unless the Company or its successor provides the Executive with a plan or
plans that provide substantially similar benefits, or the taking of any action by the Company that would adversely affect the Executive's benefits under any such plans or deprive the Executive of any
material fringe benefit enjoyed by the Executive hereunder; or 


        (e)   the
failure by the Company, not consented to by the Executive, to obtain an effective agreement from any successor to assume and agree to perform this Agreement. 




        "Good
Reason Process" shall mean that (A) the Executive reasonably determines in good faith that a "Good Reason" event has occurred; (B) the Executive notifies the Company
in writing of the occurrence of the Good Reason event; (C) the Executive cooperates in good faith with the Company's efforts, for a period not less than 30 days following such notice, to
modify the Executive's employment situation in a manner reasonably acceptable to the Executive; and (D) notwithstanding such efforts, one or more of the Good Reason events continues to exist
and has not been modified in a manner acceptable to the Executive. If the Company cures the Good Reason event in a manner acceptable to the Executive during the 30-day period, Good Reason
shall be deemed not to have occurred. 



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        6.7    Termination By the Executive Other Than For Good Reason.    The Executive may terminate his employment with the
Company for reasons other than Good Reason, on reasonable notice of not less than thirty (30) days, in which case the Company shall be obligated to pay promptly, and the Executive shall be
entitled to receive, any unpaid Base Salary and Bonus for prior year(s), together with any other continuing rights and benefits, if any, available under any employee benefit programs of the Company,
and the Executive shall have no further rights hereunder. 



        6.8    Limitation on Termination Payments.    Notwithstanding the foregoing, and except as provided herein, payments
and benefits under this Agreement will be reduced to the extent necessary so that the Executive will not be liable for the federal excise tax levied on certain "excess parachute payments" under
section 4999 of the Internal Revenue Code of 1986, as amended. Whether payments to the Executive are to be reduced will be jointly determined by the Executive and the Company. The Executive
may, at the expense of the Company, hire an accounting firm, law firm and/or employment consulting firm selected by the Executive to assist him in such determination. If a reduction is made hereunder,
the Executive will have the right to determine which payments and benefits will be reduced. 




        7.    Non-Competition.    



        7.1    In
the event the Executive voluntarily terminates his employment with the Company (other than for Good Reason), the Company shall be entitled to enjoin the employment of
the Executive with any significant competitor of the Company for a period of either two years or the remaining Term plus one year, whichever is less. During such period, even if the Executive is
allowed to be employed with a significant competitor, he shall not misuse proprietary and confidential information of the Company for the benefit of such significant competitor. The term "significant
competitor" shall mean any business that engages in an activity that competes substantially with the business of the Company or any of its affiliates. 


        It
is the desire and intent of the Parties that the provisions of this Paragraph 7.1 shall be enforced to the fullest extent permissible under the laws and public policies applied
in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Paragraph 7.1 shall be adjudicated to be invalid or unenforceable, such invalidation shall
apply only with respect to the operation of this Paragraph 7.1 in the particular jurisdiction in which such adjudication is made. 



        7.2    The
Parties recognize that the Company will have no adequate remedy at law for breach by the Executive of the agreements provided in this Paragraph 7.1 and, in
the event of any such breach, the Company and the Executive hereby agree that the Company shall be entitled to a decree of specific performance or other appropriate remedy to enforce performance of
such agreement. 


        7.3    In
addition to the foregoing provisions of this Paragraph 7 and Paragraph 8 below, the Executive's Non-Solicitation/Not Accept and
Confidentiality Agreement and Release dated November, 2003 shall continue in full force and effect and shall not be affected by this Agreement. 




        8.    Confidential Information.    



        8.1    The
Executive agrees not to disclose, either while in the employ of the Company or at any time thereafter, to any person not employed by the Company, or not engaged to
render services to the Company, any confidential information obtained by him while in the employ of the Company. Provided, however, this provision shall not preclude the Executive from use or
disclosure of information known generally to the public (other than that which may have been disclosed by someone not bound by an obligation of confidentiality and other than as a result of wrongful
action by the Executive) or from disclosure required by law or court order or in the 



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proper
course of conduct of the Company's business. For purposes of this Agreement, the term "confidential information" includes, but is not limited to, any information relating to the business or
affairs of the Company, including, but not limited to, financial statements, business plans, personnel, operations, technology, customer lists and identities, potential customers, employees, servicing
methods, strategies, analyses, profit margins or other proprietary information relating to the Company. 



        8.2    The
Executive also agrees that, upon leaving the employ of the Company, he will not take with him, without the prior written consent of an officer authorized to act in
the matter by the Board of Directors of the Company, any confidential information obtained by him during the course of his employment by the Company, including any depositor list, shareholder list,
client list, drawing, blueprint, specification or other document of the Company, its subsidiaries, affiliates and divisions, which is of a confidential nature relating to the Company, its
subsidiaries, affiliates and divisions. 


        8.3    The
Parties recognize that the Company will have no adequate remedy at law for breach by the Executive of the covenants provided in this Paragraph 8 and, in the
event of any such breach, the Company and the Executive hereby agree that the Company shall be entitled to a decree of specific performance or other appropriate remedy to enforce performance of such
covenant(s). 




        9.    Withholding.    Anything to the contrary notwithstanding, all payments required to be made by the Company
hereunder to the Executive, or to his estate or beneficiaries, shall be subject to the withholding of such amounts relating to taxes as the Company may reasonably determine it should withhold pursuant
to any applicable law or regulation. 


        10.    Mitigation.    In the event of any termination of employment entitling the Executive to amounts under this
Agreement, the Executive shall be under no obligation to seek other employment, and there shall be no offset against amounts due the Executive under this Agreement on account of any remuneration
attributable to any subsequent employment that he may obtain except as specifically provided in this Agreement respecting employee benefits. 


        11.    Notices.    Any notices, requests, demands or other communications provided for by this Agreement shall be
sufficient if in writing and delivered in person or sent by registered or certified mail, postage prepaid, to the Executive at the last address the Executive has filed in writing with the Company, or
to the Company at its main office, attention of the Board of Directors. 


        12.    Entire Agreement.    This Agreement contains the entire agreement between the Parties hereto with respect to
the matters referenced herein, and supersedes all prior agreements or understandings relating to such matter, provided however, that except as otherwise specifically modified by this Agreement,
nothing herein shall supercede the terms of any stock option award(s) or restricted stock grant(s) authorized and granted in writing to the Executive under the Boston Private Financial
Holdings, Inc. 2004 Stock Option and Incentive Plan, Boston Private Financial Holdings, Inc. 1997 Long-Term Incentive Plan, and the Boston Private Bancorp Inc.,
Employee Incentive Stock Option Plan (approved 1/87). 


        13.    Assignment.    Except as herein expressly provided, the respective rights and obligations of the Executive and
the Company under this Agreement shall not be assignable by either party without the written consent of the other party, but shall inure to the benefit of and be binding upon his or its permitted
successors or assigns, including, in the case of the Company, any other corporate entity with which the Company may be merged or otherwise combined or which may acquire the Company or its assets in
whole or substantial part. Nothing herein expressed or implied is intended to confer upon any person, other than the Parties hereto, any right, remedies, obligations, or liabilities under or by reason
of this Agreement. 


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        14.    Applicable Law.    This Agreement shall be deemed a contract under, and for all purposes shall be construed in
accordance with, the laws of the Commonwealth of Massachusetts. 



        15.    Amendment or Modification; Waiver.    No provision of this Agreement may be amended or waived unless such
amendment or waiver is authorized by the Board, or any authorized committee of the Board, is agreed to in writing, and is signed by the Executive and by an officer of the Company thereunto duly
authorized. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of a similar or dissimilar provision or condition at the same time or at any prior or subsequent time. 



        16.    Severability.    In the event that any provision or portion of this Agreement shall be determined to be invalid
or unenforceable for any reason, the remaining provisions and portions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. 


        17.    Reference.    In the event of the Executive's death or a judicial determination of his incompetency, reference
in this Agreement to the Executive shall be deemed, where appropriate, to refer to his legal representatives, or, where appropriate, to his beneficiary or beneficiaries. 



        18.    Titles.    Titles to the paragraphs of the Agreement are intended solely for convenience, and no provisions in
this Agreement are to be construed by reference to the title of any paragraph. 


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        IN
WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its officer thereunto authorized, and the Executive has hereunto set his hand, all on the day and year
first above written. 



	 	 	BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
	

 	
 	

By:	

 Eugene S. Colangelo,

Chairman of the Compensation Committee of its Board of Directors
	

 	
 	

TIMOTHY L. VAILL
	

 	
 	

 	






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