exv10w3






Exhibit 10.3




AMENDED AND RESTATED EMPLOYMENT AGREEMENT




FOR




RICHARD M. SULLIVAN




     This Amended and Restated Employment Agreement (the “Agreement”) is made effective as of the
20th day of November, 2008 (the “Effective Date”), by and between Legacy Bancorp, Inc.,
a Delaware corporation with its principal offices at Pittsfield, Massachusetts, (the “Company”),
and its wholly-owned subsidiary, Legacy Banks, a Massachusetts-chartered stock savings bank (the
“Bank”) with its principal offices at Pittsfield, Massachusetts (the Company and the Bank shall
hereinafter collectively be referred to as the “Employer”), and Richard M. Sullivan (“Executive”).



     WHEREAS, Executive is currently employed as Senior Vice President of the Employer, pursuant to
separate contemporaneous employment agreements entered into with the Company and the Bank on
October 26, 2005 (the “Original Agreements”); and



     WHEREAS, and the Employer desires to consolidate the Original Agreements, such that the terms
and conditions of the Original Agreements will be provided solely under this Agreement.



     NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other
terms and conditions hereinafter provided, the parties hereby agree as follows:



1.  POSITION AND RESPONSIBILITIES




     During the term of this Agreement Executive agrees to serve as Senior Vice President of the
Employer (the “Executive Position”), and will perform all duties and will have all powers
associated with such position as set forth in any job description and title provided to Executive
by the Employer and as may be set forth in the Bylaws of the Company or the Bank. In addition,
Executive shall be responsible for establishing the business objectives, policies and strategic
plans of the Employer, in conjunction with the Boards of Directors of the Company and the Bank
(“Board”). During the term of the Agreement, Executive also agrees to serve, if elected, as an
officer and/or director of any subsidiary or affiliate of the Employer and in such capacity carry
out such duties and responsibilities reasonably appropriate to that office.



2.  TERM AND ANNUAL REVIEW




     (a) Term. The term of this Agreement will begin as of the Effective Date and will
continue for twenty-four (24) full calendar months thereafter. Commencing on the first anniversary
of the Effective Date (the “Anniversary Date”) and continuing on each Anniversary Date thereafter,
the term of this Agreement shall extend for one year, unless the Boards (or one of the Boards)
elects no earlier than sixty (60) days and no later than thirty (30) days prior to the Anniversary
Date not to extend the term of this Agreement by giving written notice to the other party of
non-renewal (“Non-Renewal Notice”), in which case the term of this Agreement shall be twelve (12)
months following such Anniversary Date.



 









 





     (b) Annual Review. On an annual basis, the Chief Executive Officer will conduct a
comprehensive performance evaluation and review of Executive’s performance, and the results thereof
will be included in the minutes of the Board’s meeting.



     (c) Continued Employment Following Expiration of Term. Nothing in this Agreement
shall mandate or prohibit a continuation of Executive’s employment following the expiration of the
term of this Agreement, upon such terms and conditions as the Employer and Executive may mutually
agree.



3. PERFORMANCE OF DUTIES




     During the period of his employment hereunder, except for reasonable periods of absence
occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive
will devote all of his business time, attention, skill and efforts to the faithful performance of
his duties under this Agreement, including activities and duties directed by the Board.
Notwithstanding the preceding sentence, subject to the approval of the Board, Executive may serve
as a member of the board of directors of business, community and charitable organizations, provided
that in each case such service shall not materially interfere with the performance of his duties
under this Agreement, adversely affect the reputation of the Employer or any other affiliates of
the Employer, or present any conflict of interest. Executive will present annually to the Board
for its review and approval, a list of organizations in which Executive is participating or
proposes to participate. Such service to and participation in outside organizations will be
presumed for these purposes to be for the benefit of the Employer, and the Employer will reimburse
Executive his reasonable expenses associated therewith, to the extent Executive’s expenses are not
reimbursed by such organizations.



4. COMPENSATION AND REIMBURSEMENT




     (a) Base Salary. In consideration of Executive’s performance of the responsibilities
and duties set forth in Section 1, the Employer will provide Executive the compensation specified
in this Agreement. The Employer will pay Executive a salary of not less than $195,000 per year
(“Base Salary”). Such Base Salary will be payable in accordance with the customary payroll
practices of the Employer. The Company and the Bank shall apportion between them the Base Salary,
based upon the services rendered by Executive to the Company and the Bank. During the period of
this Agreement, Executive’s Base Salary shall be reviewed at least annually. Such review may be
conducted by the compensation committee (the “Committee”) designated by the Board, and the Board
may increase, but not decrease Executive’s Base Salary (except for a decrease that is not in excess
of any decrease that is generally applicable to all employees of the Employer). Any increase in
Base Salary will become the “Base Salary” for purposes of this Agreement.



     (b) Bonus and Incentive Compensation. Executive will be entitled to participate in
any incentive compensation and bonus plans or arrangements of the Employer. Such incentive
compensation will be paid in cash in accordance with the terms of such plans or arrangements, or on
a discretionary basis by the Committee. Nothing paid to Executive under any such plans or
arrangements will be deemed to be in lieu of other compensation to which Executive is entitled
under this Agreement.



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     (c) Benefit Plans. Executive will be entitled to participate in all employee benefit
plans, arrangements and perquisites offered to employees and executives of the Company or the
Employer. Without limiting the generality of the foregoing provisions of this Section 4(c),
Executive also will be entitled to participate in any employee benefit plans including but not
limited to, stock benefit plans, retirement plans, supplemental retirement plans, pension plans,
profit-sharing plans, health-and-accident plans, or any other employee benefit plan or arrangement
made available by the Employer in the future to its senior executives and key management employees,
subject to and on a basis consistent with the terms, conditions and overall administration of such
plans and arrangements.



     (d) Health, Dental, Life and Disability Coverage. The Bank shall provide Executive
with life, medical, dental and disability coverage made available by the Bank to its senior
executives and key management employees, subject to and on a basis consistent with the terms,
conditions and overall administration of such coverage.



     (e) Vacation and Leave. Executive will be entitled to paid vacation time each year
during the term of this Agreement measured on a fiscal or calendar year basis, in accordance with
the Bank’s customary practices, as well as sick leave, holidays and other paid absences in
accordance with the Bank’s policies and procedures for senior executives. Any unused paid time off
during an annual period will be treated in accordance with the Bank’s personnel policies as in
effect from time to time.



     (f) Expense Reimbursements. The Employer will reimburse Executive for all reasonable
travel, entertainment and other reasonable expenses incurred by Executive during the course of
performing his obligations under this Agreement, including, without limitation, fees for
memberships in such organizations as Executive and the Board mutually agree are necessary and
appropriate in connection with the performance of his duties under this Agreement, upon
substantiation of such expenses in accordance with applicable policies and procedures of the
Employer. All reimbursement pursuant to this section shall be paid promptly by the Employer and in
any event no later than March 15 of the year immediately following the year in which the expense
was incurred.



5. WORKING FACILITIES




     Executive’s principal place of employment will be at the Company’s and the Bank’s principal
executive offices. The Bank will provide Executive at his principal place of employment with a
private office, secretarial and other support services and facilities suitable to his position with
the Bank and necessary or appropriate in connection with the performance of his duties under this
Agreement.



6. TERMINATION AND TERMINATION PAY




     Subject to Section 7 of this Agreement which governs the occurrence of a Change in Control,
Executive’s employment under this Agreement may be terminated in the following circumstances:



     (a) Death. Executive’s employment under this Agreement will terminate upon his death
during the term of this Agreement, in which event Executive’s estate or beneficiary will



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receive the compensation due to Executive through the last day of the calendar month in which
his death occurred, and the Bank will continue to provide to Executive’s family for one (1) year
after Executive’s death, medical and dental coverage substantially comparable (and on substantially
the same terms and conditions) to the coverage maintained by the Bank for Executive and his family
immediately prior to Executive’s death. The Executive’s family’s health care continuation rights
available under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) shall commence
following the termination of the coverage provided by this Section 6(a).



     (b) Retirement. This Agreement will terminate upon Executive’s “Retirement” under the
retirement benefit plan or plans of the Employer in which he participates. Executive will not be
entitled to the termination benefits specified in Section 6 or 7 hereof in the event of termination
due to Retirement. For purposes of this Agreement, termination of Executive’s employment based on
Retirement shall include termination of Executive’s employment by the Board for any reason after
Executive attains the age of sixty-five (65) or in accordance with any retirement arrangement
established by the Board with Executive’s consent. In the event of a Change in Control prior to
Executive’s Retirement, the preceding sentence shall be inoperative.



     (c) Disability.




	 	(i)	 	Termination of Executive’s employment based on “Disability”
shall mean termination because of any permanent and total physical or mental
impairment that restricts Executive from performing all the essential functions
of normal employment. A determination as to whether Executive has suffered a
Disability shall be made by the Board with objective medical input, provided,
however, that any termination by the Board due to Disability shall not occur
prior to the date on which Executive first becomes eligible for Disability
benefits under the Bank’s long-term disability program. In the event of
termination due to Disability, Executive will be entitled to disability
benefits, if any, provided under a long term disability plan sponsored by the
Bank, if any.
	 
	 	(ii)	 	In the event the Board determines that Executive is Disabled,
Executive will no longer be obligated to perform services under this Agreement.
Upon Executive’s termination due to Disability, the Bank will cause to be
continue to provide to Executive, life insurance and non-taxable medical and
dental coverage substantially comparable (and on substantially the same terms
and conditions) to the coverage maintained by the Bank for Executive
immediately prior to his termination for Disability. This coverage shall cease
upon the earlier of (i) two (2) years from the date of termination, or (ii) the
date Executive becomes eligible for Medicare coverage; provided further that if
Executive is covered by family coverage or coverage for self and spouse, then
Executive’s family or spouse shall continue to be covered for the remainder of
the two (2) year period, or in the case of the spouse, until the spouse becomes
eligible for Medicare coverage or obtains health care coverage elsewhere,
whichever period is less. The Executive health care continuation rights
available under




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	 	 	 	COBRA shall commence following the termination of the coverage provided by
this Section 6(c)(ii).





     (d) Termination for Cause.




	 	(i)	 	The Board may by written notice to Executive in the form and
manner specified in this paragraph, immediately terminate his employment at any
time for “Cause.” Executive shall have no right to receive compensation or
other benefits for any period after termination for Cause, except for already
vested benefits. Termination for Cause shall mean termination because of, in
the good faith determination of the Board, Executive’s:






	 	(1)	 	material act of dishonesty in performing
Executive’s duties on behalf of the Employer or a material breach of
the Company’s Code of Conduct or the Employer’s Sexual and Other
Non-Harassment Policy;
	 
	 	(2)	 	willful misconduct that in the judgment of the
Board will likely cause economic damage to the Employer or injury to
the business reputation of the Employer;
	 
	 	(3)	 	incompetence (in determining incompetence, the
acts or omissions shall be measured against standards generally
prevailing in the savings institutions industry);
	 
	 	(4)	 	breach of fiduciary duty involving personal
profit;
	 
	 	(5)	 	intentional failure to perform stated duties
under this Agreement after written notice thereof from the Board;
	 
	 	(6)	 	willful violation of any law, rule or
regulation (other than minor or routine traffic violations or similar
offenses) that reflect adversely on the reputation of the Employer, any
felony conviction, any violation of law involving moral turpitude, or
any violation of a final cease-and-desist order; or
	 
	 	(7)	 	material breach by Executive of any provision
of this Agreement.






	 	(ii)	 	Notwithstanding the foregoing, prior to a Change in Control,
Executive’s termination for Cause will not become effective unless the Chief
Executive Officer of the Employer has delivered to Executive a copy of a notice
of termination in accordance with Section 8(a) hereof. Following a Change in
Control, 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 disinterested members of the Board that
Executive was guilty of the conduct described above and specifying the
particulars of such conduct.




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     (e) Voluntary Termination by Executive. In addition to his other rights to terminate
his employment under this Agreement, Executive may voluntarily terminate employment during the term
of this Agreement upon at least sixty (60) days prior written notice to the Board. Upon
Executive’s voluntary termination, he will receive only his compensation and vested rights and
benefits to the date of his termination. Following his voluntary termination of employment under
this Section 6(e), Executive will be subject to the restrictions set forth in Sections 9(a) and
9(b) of this Agreement.



     (f) Termination Without Cause or With Good Reason.




	 	(i)	 	The Board may, by written notice to Executive, immediately
terminate his employment at any time for a reason other than Cause (a
termination “Without Cause”), and Executive may, by written notice to the
Board, terminate this Agreement at any time within ninety (90) days following
an event constituting “Good Reason,” as defined below (a termination “With Good
Reason”); provided, however, that the Employer shall have thirty (30) days to
cure the “Good Reason” condition, but the Employer may waive its right to cure.
Any termination of Executive’s employment, other than Termination for Cause
shall have no effect on or prejudice the vested rights of Executive under the
Employer’s qualified or non-qualified retirement, pension, savings, thrift,
profit-sharing or stock bonus plans, group life, health (including
hospitalization, medical and major medical), dental, accident and long term
disability insurance plans or other employee benefit plans or programs, or
compensation plans or programs in which Executive was a participant.
	 
	 	(ii)	 	In the event of termination under this Section 6(f), the
Employer shall pay Executive, or in the event of Executive’s subsequent death,
Executive’s beneficiary or estate, as the case may be, as severance pay, a cash
lump sum payment equal to two (2) times the sum of (i) his Base Salary and (ii)
the average of the highest rate of bonus paid to Executive during three (3) of
the five (5) years prior to termination, subject to applicable withholding
taxes, plus (B) the value, as calculated by a recognized firm customarily
performing such valuation, of any stock options which as of the date of
termination have been granted to Executive, but are not exercisable by
Executive and the value of restricted stock awards which have been granted to
Executive, but in which Executive does not have a nonforfeitable or
fully-vested interest as of the date of termination. Such payment shall be
payable within thirty (30) calendar days following his termination.
	 
	 	(iii)	 	In addition, the Bank will continue to provide to Executive,
life insurance coverage and non-taxable medical and dental insurance coverage
substantially comparable (and on substantially the same terms and conditions)
to the coverage maintained by Company or the Bank for Executive immediately
prior to his termination. Such life insurance coverage and non-taxable medical
and dental insurance coverage shall




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	 	 	 	cease upon the earlier of (i) the date which is two (2) years from the date
of termination, or (ii) with respect to each such coverage (e.g., life
insurance, medical and/or dental coverage), the date on which such coverage
is made available to the Executive through subsequent employment. The
Executive’s health care continuation rights available under the COBRA shall
commence following the termination of the coverage provided by this Section
6(f).
	 
	 	(iv)	 	“Good Reason” exists if, without Executive’s express written
consent, any of the following occurs:






	 	(1)	 	a failure to elect or reelect or to appoint or
reappoint Executive to Executive Position;
	 
	 	(2)	 	a material change in Executive’s position to
become one of lesser responsibility, importance, or scope from the
position and attributes thereof described in Section 1 above;
	 
	 	(3)	 	a liquidation or dissolution of the Company or
the Bank other than liquidations or dissolutions that are caused by
reorganizations that do not affect the status of Executive;
	 
	 	(4)	 	a material reduction in Executive’s Base Salary
or benefits required to be provided hereunder (other than a reduction
authorized under Section 4(a), hereof or a reduction or elimination of
Executive’s benefits under one or more benefit plans maintained by the
Bank as part of a good faith, overall reduction or elimination of such
plans or benefits applicable to all participants in a manner that does
not discriminate against Executive (except as such discrimination may
be necessary to comply with applicable law));
	 
	 	(5)	 	a relocation of Executive’s principal place of
employment by more than twenty-five (25) miles from its location as of
the date of this Agreement; or
	 
	 	(6)	 	a material breach of this Agreement by the
Employer.





     (g) Termination and Board Membership. To the extent Executive is a member of the
board of directors of the Company, the Bank or any of their affiliates on the date of termination
of employment with the Employer (other than a termination due to Retirement), Executive will resign
from all of the boards of directors immediately following such termination of employment with the
Employer. Executive will be obligated to tender this resignation regardless of the method or
manner of termination (other than termination due to Retirement), and such resignation will not be
conditioned upon any event or payment.



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7. CHANGE IN CONTROL




     (a) Change in Control Defined. For purposes of this Agreement, a “Change in Control”
means any of the following events:




	 	(i)	 	Merger: The Company merges into, or consolidates with,
another corporation, or merges another corporation into the Company, and as a
result less than a majority of the combined voting power of the resulting
corporation immediately after the merger or consolidation is held by persons
who were stockholders of the Company immediately before the merger or
consolidation.
	 
	 	(ii)	 	Acquisition of Significant Share Ownership: There is
filed, or required to be filed, a report on Schedule 13D or 13G another form or
schedule (other than Schedule 13G) required under Sections 13(d), 13(g) or
14(d) of the Securities Exchange Act of 1934, which schedule discloses that the
filing person or persons acting in concert has, or have become, the beneficial
owner of 25% or more of a class of the Company’s voting securities.
	 
	 	(iii)	 	Change in Board Composition: During any period of two
consecutive years, individuals who constitute the Company’s Board of Directors
at the beginning of the two-year period cease for any reason to constitute at
least a majority of the Company’s Board of Directors; provided, however, that
for purposes of this clause, each director who is first elected by the board
(or first nominated by the board for election by the stockholders) by a vote of
at least two-thirds (2/3) of the directors who were directors at the beginning
of the two-year period shall be deemed to have also been a director at the
beginning of such period; or
	 
	 	(iv)	 	Sale of Assets: The Company sells to a third party
all, or substantially all, of its assets.





     (b) Change In Control Benefits. Upon the occurrence of a Change in Control followed
by the termination of Executive’s employment by the Employer Without Cause, or Executive’s
termination of employment With Good Reason, the Employer shall pay Executive the following:




	 	(i)	 	a lump-sum cash payment equal to the greater of: (1) the Base
Salary and bonuses, in accordance with Sections 4(a) and 4(b), respectively,
that would have been paid to Executive had the Change in Control not occurred,
plus the value, as calculated by a recognized firm customarily performing such
valuation, of any stock options which as of the date of termination have been
granted to Executive, but are not exercisable by Executive and the value of
restricted stock awards which have been granted to Executive, but in which
Executive does not have a non-forfeitable or fully-vested interest as of the
date of termination and all benefits, including health insurance, in accordance
with Section 4(d) that




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	 	 	 	would have been provided to Executive for the remaining term of this
Agreement had the Change in Control not occurred; or (2) two (2) times
Executive’s “Average Annual Compensation” (as defined herein) for the five
(5) most recent taxable years that Executive has been employed by the
Employer. Such payment shall be payable within thirty (30) calendar days
following his termination. In determining Executive’s “Average Annual
Compensation” annual compensation shall include Base Salary and other
taxable income earned by Executive in connection with his employment with
the Bank or Holding Company, including but not limited to amounts related to
the granting, vesting or exercise of restricted stock awards and stock
options, commissions, bonuses, pension and/or profit sharing plan
contributions or benefits (whether or not taxable), severance payments,
retirement payments, directors or committee fees and fringe benefits paid or
to be paid to Executive in any such year and payment of any expense items
without accountability or business purpose or that do not meet the Internal
Revenue Service requirements for deductibility by the Bank.
	 
	 	(ii)	 	In addition, the Bank will cause to be continued, at no cost to
Executive, life insurance coverage and non-taxable medical and dental insurance
coverage substantially comparable to the coverage maintained by the Bank for
Executive immediately prior to his termination; provided, however, such life
insurance coverage and non-taxable medical and dental insurance coverage shall
cease upon the earlier of (i) the date which is two (2) years from the date of
termination, (ii) with respect to each such coverage (e.g., life insurance,
medical and/or dental coverage), the date on which such coverage is made
available to the Executive through subsequent employment. The Executive’s
health care continuation rights available under COBRA shall commence following
the termination of the coverage provided by this Section 6(c)(ii).





     (c) Survival. The provisions of this Section 7 and Sections 9 through 20, including
the defined terms used in such sections, shall continue in effect until the later of the expiration
of this Agreement or one year following a Change in Control.



8.  NOTICE




     (a) Notice of Termination. A “notice of termination” shall mean a written notice
which shall indicate the specific termination provision in this Agreement relied upon as a basis
for termination of Executive’s employment.



     (b) Date of Termination. “Date of termination” shall mean (i) if Executive’s
employment is terminated for Disability, thirty (30) days after a notice of termination is given
(provided that he shall not have returned to the performance of his duties on a full-time basis
during such thirty (30) day period), (ii) if Executive terminates employment With Good Reason,
thirty (30) days after a notice of termination is given, or (iii) if Executive’s employment is
terminated for any other reason, the date specified in the notice of termination.



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     (c) Good Faith Resolution. If the party receiving a notice of termination desires to
dispute or contest the basis or reasons for termination, the party receiving the notice of
termination must notify the other party within twenty (20) days after receiving the notice of
termination that such a dispute exists, and shall pursue the resolution of such dispute in good
faith and with reasonable diligence pursuant to Section 17 of this Agreement. During the pendency
of any such dispute (other than following a termination for Cause), the Employer shall pay
Executive his full compensation in effect when the notice giving rise to the dispute was given
(including, but not limited to, Base Salary) and continue him as a participant in all compensation,
benefit and insurance plans in which he was participating when the notice of dispute was given,
until the earlier to occur of (i) the expiration of the remaining term of this Agreement had
Executive’s termination hereunder not occurred, and (ii) final resolution of the dispute in
accordance with this Agreement. Amounts paid under this Section are in addition to all other
amounts due under this Agreement and shall not be offset against or reduce any other amounts due
under this Agreement, except in the event that Employer prevails in the dispute, in which case all
amounts paid hereunder shall be offset against any other amount due under this Agreement.



9. POST-TERMINATION OBLIGATIONS/NON-COMPETE




     (a) Non-Solicitation/Non-Compete. Executive hereby covenants and agrees that, for a
period of two (2) years following his termination of employment with the Employer pursuant to which
Executive is receiving severance benefits under this Agreement (other than a termination of
employment following a Change in Control) or for one (1) year following termination for Cause or
Executive’s voluntary termination under Section 6(e) hereof, he shall not, without the written
consent of the Employer, either directly or indirectly:




	 	(i)	 	solicit, offer employment to, or take any other action intended
(or that a reasonable person acting in like circumstances would expect) to have
the effect of causing any officer or employee of the Employer, or any of its
respective subsidiaries or affiliates, to terminate his employment and accept
employment or become affiliated with, or provide services for compensation in
any capacity whatsoever to, any business whatsoever that competes with the
business of the Employer, or any of their direct or indirect subsidiaries or
affiliates, that has headquarters or offices within twenty-five (25) miles of
any location(s) in which the Employer has business operations or has filed an
application for regulatory approval to establish an office;
	 
	 	(ii)	 	become an officer, employee, consultant, director, independent
contractor, agent, joint venturer, partner or trustee of any savings bank,
savings and loan association, savings and loan holding company, credit union,
bank or bank holding company, insurance company or agency, any mortgage or loan
broker or any other entity that competes with the business of the Employer or
any of their direct or indirect subsidiaries or affiliates, that: (i) has a
headquarters within twenty-five (25) miles of any location(s) in which the
Employer has business operations or has filed an application for regulatory
approval to establish an office or (ii) has one or more offices,




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	 	 	 	but is not headquartered, within the Restricted Territory, but in the latter
case, only if Executive would be employed, conduct business or have other
responsibilities or duties within the Restricted Territory; or
	 
	 	(iii)	 	solicit, provide any information, advice or recommendation or
take any other action intended (or that a reasonable person acting in like
circumstances would expect) to have the effect of causing any customer of the
Employer to terminate an existing business or commercial relationship with the
Employer.





     (b) Confidentiality. Executive recognizes and acknowledges that the knowledge of the
business activities, plans for business activities, and all other proprietary information of the
Employer, as it may exist from time to time, are valuable, special and unique assets of the
business of the Employer. Executive will not, during or after the term of his employment, disclose
any knowledge of the past, present, planned or considered business activities or any other similar
proprietary information of the Employer to any person, firm, corporation, or other entity for any
reason or purpose whatsoever unless expressly authorized by the Board 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 Employer. Further, Executive may disclose information
regarding the business activities of the Employer to any bank regulator having regulatory
jurisdiction over the activities of the Employer pursuant to a formal regulatory request. In the
event of a breach or threatened breach by Executive of the provisions of this Section, the Employer
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 Employer or any
other similar proprietary information, 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 Employer from
pursuing any other remedies available to the Employer for such breach or threatened breach,
including the recovery of damages from Executive.



     (c) Information/Cooperation. Executive shall, upon reasonable notice, furnish such
information and assistance to the Employer as may be reasonably required by the Employer, in
connection with any litigation in which it or any of its subsidiaries or affiliates is, or may
become, a party; provided, however, that Executive shall not be required to provide information or
assistance with respect to any litigation between Executive and the Employer or any other
subsidiaries or affiliates.



     (d) Reliance. All payments and benefits to Executive under this Agreement shall be
subject to Executive’s compliance with this Section 9, to the extent applicable. The parties
hereto, recognizing that irreparable injury will result to the Employer, its business and property
in the event of Executive’s breach of this Section 9, agree that, in the event of any such breach
by Executive, the Employer will be entitled, in addition to any other remedies and damages
available, to an injunction to restrain the violation hereof by Executive and all persons acting
for or with Executive. Executive represents and admits that Executive’s experience and capabilities
are such that Executive can obtain employment in a business engaged in other lines of business than
the Employer, and that the enforcement of a remedy by way of injunction will not prevent



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Executive from earning a livelihood. Nothing herein will be construed as prohibiting the
Employer from pursuing any other remedies available to them for such breach or threatened breach,
including the recovery of damages from Executive.



10. SOURCE OF PAYMENTS/RELEASE




     (a) All payments provided in this Agreement shall be timely paid in cash or check from the
general funds of the Company or the Bank, as appropriate.



     (b) Notwithstanding any provision herein to the contrary, to the extent that payments and
benefits required by this Agreement are paid or received by Executive from the Company, such
compensation and benefits paid by the Company will be subtracted from any amount due simultaneously
to Executive from the Bank under this Agreement. There is not intended to be a duplication of
payments and benefits under this Agreement. Payments required to be made to Executive pursuant to
this Agreement shall be allocated in proportion to the level of activity and the time expended on
such activities by Executive as determined by the Company and the Bank.



     (c) Notwithstanding anything to the contrary in this Agreement, Executive shall not be
entitled to any payments or benefits under Section 6 of this Agreement unless and until Executive
executes an unconditional release of any claims against the Employer and their affiliates,
including their officers, directors, successors and assigns, releasing said persons from any and
all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the
employment relationship other than claims for benefits under tax-qualified plans or other benefit
plans in which Executive is vested, claims for benefits required by applicable law or claims with
respect to obligations set forth in this Agreement that survive the termination of this Agreement.



11. REQUIRED REGULATORY PROVISIONS




     (a) Notwithstanding anything herein contained to the contrary, any payments to Executive by
the Employer whether pursuant to this Agreement or otherwise, are subject to and conditioned upon
their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section
1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.



     (b) Notwithstanding anything else in this Agreement, Executive’s employment shall not be
deemed to have been terminated unless and until Executive has a Separation from Service within the
meaning of Code Section 409A. For purposes of this Agreement, a “Separation from Service” shall
have occurred if the Employer and Executive reasonably anticipate that either no further services
will be performed by Executive after the date of the termination (whether as an employee or as an
independent contractor) or the level of further services performed will not exceed 49% of the
average level of bona fide services in the thirty-six (36) months immediately preceding the
termination. For all purposes hereunder, the definition of Separation from Service shall be
interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii).



12. NO ATTACHMENT




     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,



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or hypothecation, or to execution, attachment, levy, or similar process or assignment by
operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be
null, void, and of no effect.



13. ENTIRE AGREEMENT; MODIFICATION AND WAIVER




     (a) This Agreement contains the entire agreement of the parties relating to the subject matter
hereof, and supersedes in its entirety any and all prior agreements, understandings or
representations relating to the subject matter hereof, except that the parties acknowledge that
this Agreement shall not affect any of the rights and obligations of the parties under any
agreement or plan entered into with or by the Employer pursuant to which Executive may receive
compensation or benefits except as set forth in Section 6(d) hereof.



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



     (c) 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 as to any act other than that specifically waived.



14. 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.



15. 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.



16. GOVERNING LAW




      This Agreement shall be governed by the laws of the State of Delaware, but only to the extent
not superseded by federal law.



17. ARBITRATION




      Any dispute or controversy arising under or in connection with this Agreement shall be settled
exclusively by binding arbitration, as an alternative to civil litigation and without any trial by
jury to resolve such claims, conducted by a single arbitrator who is certified by the American
Arbitration Association and is, mutually acceptable to the Employer and Executive, sitting in a
location selected by the Employer within fifty (50) miles from the main office of the Employer,



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in accordance with the rules of the American Arbitration Association’s National Rules for the
Resolution of Employment Disputes then in effect. Judgment may be entered on the arbitrator’s
award in any court having jurisdiction.



18. PAYMENT OF LEGAL FEES




     To the extent that such payment(s) may be made without triggering a penalty under Code Section
409A, all reasonable 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 Employer, provided
that (i) the dispute or interpretation has been settled by Executive and the Employer or resolved
in Executive’s favor, (ii) Executive has provided prior written notice to the Employer of his
intention to retain counsel and the name of counsel, and (iii) such reimbursement shall occur as
soon as practicable but no later than sixty (60) days after the end of the year in which the
dispute is settled or resolved in Executive’s favor.



19. INDEMNIFICATION




     (a) Indemnification. The Employer agrees to indemnify Executive (and his heirs,
executors, and administrators), and to advance expenses related to this indemnification, to the
fullest extent permitted under applicable law and regulations against any and all expenses and
liabilities that Executive reasonably incurs in connection with or arising out of any action, suit,
or proceeding in which he may be involved by reason of his service as a director or officer of the
Employer or any other affiliates (whether or not he continues to be a director or officer at the
time of incurring any such expenses or liabilities). Covered expenses and liabilities include, but
are not limited to, judgments, court costs, and attorneys’ fees, and the costs of reasonable
settlements approved by the Board, if the action is brought against Executive in his capacity as an
officer or director of the Employer. Indemnification for expenses will not extend to matters
related to Executive’s termination for Cause. Notwithstanding anything in this Section 19 to the
contrary, the Employer will not be required to provide indemnification prohibited by applicable law
or regulation. The obligations of this Section 19 will survive the term of this Agreement for a
period of six (6) years.



     (b) Insurance. During the period for which the Employer must indemnify Executive, the
Employer will provide Executive with coverage under a directors’ and officers’ liability policy at
the Employer’s expense, that is at least equivalent to the coverage provided to directors and
senior executives of the Employer.



20. SUCCESSORS AND ASSIGNS




     The Employer 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
Employer, expressly and unconditionally to assume and agree to perform the Employer’s obligations
under this Agreement, in the same manner and to the same extent that the Employer would be required
to perform if no such succession or assignment had taken place.



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SIGNATURES




     IN WITNESS WHEREOF, the Employer has caused this Agreement to be executed by its duly
authorized officers, and Executive has signed this Agreement, on this 20th day of
November, 2008.



	 	 	 	 	 	 	 
	ATTEST:	 	LEGACY BANCORP, INC.	 	 
	 
	 	 	 	 	 	 
	/s/ Kimberly A. Mathews

	 	By:
	 	/s/ J. Williar Dunlaevy	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	J. Williar Dunlaevy, Chairman & CEO	 	 
	 
	 	 	 	 	 	 
	ATTEST:	 	LEGACY BANKS	 	 
	 
	 	 	 	 	 	 
	/s/ Kimberly A. Mathews

	 	By:
	 	/s/ J. Williar Dunlaevy	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	J. Williar Dunlaevy, Chairman & CEO	 	 
	 
	 	 	 	 	 	 
	WITNESS:	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 
	/s/ Jane B. Sullivan

	 	By:
	 	/s/ Richard M. Sullivan	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Richard M. Sullivan	 	 







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