Exhibit 10.10
    

    
      BROOKLINE BANCORP, INC.
BROOKLINE BANK
    

    
      EMPLOYMENT AGREEMENT
    

    
      This Agreement is made effective as of March 16, 2009 (the “Effective
      Date”) by and between Brookline Bancorp, Inc. (the “Company”), a
      Delaware corporation, and Brookline Bank (the “Bank”), a United
      States-chartered stock savings bank, each with its principal
      administrative office at 160 Washington Street, Brookline, Massachusetts
      02445 and Paul A. Perrault (the “Executive”).  
    

    
      WHEREAS, the Company and the Bank (each an “Employer”) wish to obtain
      the services of Executive as provided in this Agreement and any renewal
      hereof (the “Agreement”); and
    

    
      WHEREAS, Executive is willing to serve in the employ of the Company and
      Bank on a full-time basis as provided in 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 period of his employment hereunder, Executive agrees to serve
      as President of the Company and Chairman and Chief Executive Officer of
      the Bank effective from March 16, 2009 and Chief Executive Officer of
      the Company effective from April 16, 2009.  During said period,
      Executive also agrees to serve, if elected or appointed, as an officer
      or director of any subsidiary or affiliate of the Company or the
      Bank.  Failure to reelect Executive to any of the foregoing offices
      after April 16, 2009 without the consent of the Executive during the
      term of this Agreement shall constitute a breach of this Agreement.
    

    
      2.        TERMS AND DUTIES
    

    
      (a)       The period of Executive’s employment under this Agreement
      shall begin as of the date first above written and shall continue for a
      period of twelve (12) full calendar months thereafter.  Commencing on
      the first anniversary date of this Agreement, and continuing at each
      anniversary date thereafter, the Agreement shall renew for an additional
      year unless written notice is provided to Executive at least sixty (60)
      days prior to any such anniversary date, that his employment shall cease
      at such anniversary date.  Prior to each notice period for non-renewal,
      and assuming the Board of Directors of the Bank (“Board”) has determined
      not to send a non-renewal notice to the Executive, the disinterested
      members of the Board will conduct a comprehensive performance evaluation
      and review of the Executive for purposes of determining whether to
      extend the Agreement, and the results thereof shall be included in the
      minutes of the Board’s meeting.
    

    
      (b)       During the period of his employment hereunder, except for
      periods of absence occasioned by illness, vacation periods not to exceed
      six (6) weeks in the aggregate per year and leaves of absence granted by
      the Board, Executive shall faithfully perform his duties hereunder
      including activities and services related to the organization, operation
      and management of the Bank.
    

    
      3.        COMPENSATION AND REIMBURSEMENT
    

    
      (a)       The compensation specified under this Agreement shall
      constitute the salary and benefits paid for the duties described in
      Section 2(b). The Bank shall pay Executive as compensation an annualized
      salary of not less than $600,000 per year (“Base Salary”).  Such Base
      Salary shall be payable biweekly.  During the period of this Agreement,
      Executive’s Base Salary shall be reviewed at least annually; the first
      such review will be made no later than January 31, 2010.  Such review
      shall be conducted by a Committee designated by the Board, and the Board
      may increase, but not decrease, Executive’s Base Salary (any increase in
      Base Salary shall become the “Base Salary” for purposes of this
      Agreement).  
    

    
      
        

        

      

      
        
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      (b)       The Bank shall also pay the Executive incentive compensation
      (“Bonus”) for each year of up to 30% of Base Salary for the achievement
      of certain goals for the year established by the Board in its discretion
      relating to the enhancement of shareholder value as provided for in the
      Company’s short-term incentive plan. Bonus for any year shall be paid in
      a lump sum as provided in such plan.
    

    
      (c)       In addition to the foregoing, the Executive shall be entitled
      to the following equity consideration upon the Effective Date and each
      anniversary thereof (“Equity Award”) during the term of this Agreement.
    

    
      Stock Options.  Under the Company’s 2003 Stock Option Plan, a
      grant of options for Company Common Stock exercisable at fair market
      value as of such grant for a number of shares equal to a cost/expense
      recognition of $120,000 to the Company using the Black-Scholes model.
    

    
      Restricted Stock.  Under the Company’s 2003 Recognition and
      Retention Plan, an award of restricted shares of Company Common Stock
      having a value/expense recognition to the Company of $80,000 at fair
      market value as of such award without discount.
    

    
      The stock options granted hereunder shall vest one half upon grant and
      one half upon the first anniversary of the grant.  The restricted stock
      shall vest 100% upon the first anniversary of Executive’s award.  The
      restricted stock when vested shall not be transferred by the Executive
      before the earliest to occur of termination of employment hereunder or a
      Change in Control. The cost/expense recognition to the Company of the
      stock options and value of stock awards (i.e. initially $200,000)
      per year shall be the “Equity Consideration” for the purposes of this
      Agreement. During the period of this Agreement, Executive’s Equity
      Consideration shall be reviewed at least annually, and the first such
      review will be made no later than January 31, 2010.  Such review shall
      be conducted by a Committee designated by the Board, and the Board may
      increase but not decrease the Executive’s Equity Consideration (any
      increase in Equity Consideration shall become the “Equity Consideration”
      for purposes of this Agreement).
    

    
      (d)       In addition to the Base Salary, Bonus and Equity Award
      provided in this Section 3, the Bank shall provide Executive at no cost
      to Executive with all such other benefits as are generally provided to
      regular full-time employees of the Company and Bank. Executive will be
      entitled to participate in or receive benefits under any employee
      benefit plans including but not limited to, retirement plans,
      supplemental retirement plans, perquisites, pension plans,
      profit-sharing plans, employee stock ownership plans,
      health-and-accident plans, medical coverage or any other employee
      benefit plan or arrangement made available by the Company or the Bank 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.  If the Company
      or Bank establishes incentive compensation or bonus plans in addition to
      the Bonus contemplated by Section 3(b) of this Agreement, subject to the
      discretion of the Board, Executive will be entitled to incentive
      compensation and bonuses as provided in any such plan of the Company or
      Bank in which Executive is eligible to participate (and he shall be
      entitled to a pro rata distribution under any such incentive
      compensation or bonus plan as to any year in which a termination of
      employment occurs, other than Termination for Cause).  Nothing paid to
      the Executive under any such plan or arrangement will be deemed to be in
      lieu of other compensation to which the Executive is entitled under this
      Agreement.
    

    
      (e)       In addition to the Base Salary, the Bonus and the Equity Award
      provided for by Section 3 (a), (b) and (c) of this Agreement, the
      Company or the Bank shall pay or reimburse Executive for all reasonable
      travel and other reasonable expenses incurred by Executive performing
      his obligations under this Agreement (including but not limited to dues
      for up to two Clubs in the Company’s and the Bank’s market area to be
      used for business meetings or for business development purposes),
      subject to the submission of supporting documentation in accordance with
      Company or Bank policy, and may provide such additional payments in such
      form and such amounts as the Board may from time to time determine.
      Further, the Company or the Bank will make available to the Executive a
      suitable car to be used for business purposes.
    

    
      
        

        

      

      
        
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      (f)       Additionally, the Company or Bank will reimburse, subject to
      the submission of supporting documentation in accordance with Company or
      Bank policy, the Executive for out-of-pocket expenses incurred by the
      Executive in connection with Executive’s movement of his domicile from
      Shelburne, Vermont to Boston up to an amount of $20,000 and will further
      reimburse the Executive for expenses relating to Executive’s temporary
      rental of a furnished apartment in the Boston area for six months in an
      amount not to exceed $25,000.  
    

    
      (g)       The Executive shall not be entitled to receive fees for
      serving as a director of the Company or the Bank or as a director or
      officer of any affiliate or subsidiary.
    

    
      4.        PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION
    

    
      The provisions of this Section shall in all respects be subject to the
      terms and conditions stated in Sections 8 and 9.
    

    
      (a)       The provisions of this Section shall apply upon the occurrence
      of an Event of Termination.  As used in this Agreement, an “Event of
      Termination” shall mean and include any one or more of the following:
    

    
      (i)       the termination by the Company or the Bank of Executive’s full
      time employment hereunder (including without limitation due to a
      non-renewal pursuant to Section 2(a)) for any reason other than (A)
      Disability or Retirement, as defined in Section 5 below, or (B)
      Termination for Cause as defined in Section 6 hereof; or
    

    
      (ii)      Executive’s resignation from the Bank’s employ, upon any
    

    
      (A)       failure to elect or reelect or to appoint or reappoint
      Executive to any of the offices specified in Section 1;
    

    
      (B)       material change in Executive’s function, duties, or
      responsibilities, which change would cause Executive’s position to
      become one of lesser responsibility, importance, or scope from the
      position and attributes thereof described in Section 1 above;
    

    
      (C)       a relocation of Executive’s principal place of employment by
      more than 30 miles from its location at the effective date of this
      Agreement, or a material reduction in the benefits and perquisites to
      the Executive from those being provided as of the effective date of this
      Agreement;
    

    
      (D)       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; or
    

    
      (E)       breach of this Agreement by the Company or the Bank.
    

    
      (iii)     Upon the occurrence of any event described in clauses (ii)
      (A), (B), (C), (D) or (E) above, Executive shall have the right to elect
      to terminate his employment under this Agreement by resignation upon
      sixty (60) days prior written notice given within a reasonable period of
      time not to exceed three calendar months after the initial event giving
      rise to said right to elect.  Notwithstanding the preceding sentence, in
      the event of a continuing breach of this Agreement by the Company or the
      Bank, the Executive, after giving due notice within the prescribed time
      frame of an initial event specified above, shall not waive any of his
      rights solely under this Agreement and this Section 4 by virtue of the
      fact that Executive has submitted his resignation but has remained in
      the employment of the Company or the Bank and is engaged in good faith
      discussions to resolve any occurrence of an event described in clauses
      (A), (B), (C), (D) and (E) above.  In the event that, within sixty (60)
      days of receiving Executive’s notice pursuant to this paragraph, the
      Bank “cures” any of the events described in clauses (ii) (A), (B) or (E)
      above, Executive’s right to resign pursuant to this paragraph shall
      terminate and his notice shall be of no further force or effect.
    

    
      
        

        

      

      
        
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      (b)       The provisions of this Section 4(b) and 4(d) shall apply upon
      the occurrence of a Change in Control during the term of this
      Agreement.  In the event of a Change in Control of the Company or the
      Bank as described in Paragraphs 1, 2 or 3 below, Executive shall be
      entitled to the payments set forth in Section 4(d) hereof.  For purposes
      of this Section 4(b), a Change in Control of the Company or the Bank
      shall mean (i) a change in ownership of the Company or the Bank under
      paragraph (1) below, (ii) a change in effective control of the Company
      or the Bank under paragraph (2) below, or (iii) a change in the
      ownership of a substantial portion of the assets of the Company or the
      Bank under paragraph (3) below.
    

    
      (1)       Change in the ownership of the Company or the Bank. A change
      in the ownership of the Company or the Bank shall occur on the date that
      any one person, or more than one person acting as a group (as defined in
      Treasury Regulation Section 1.409A-3(j)(5)(v)(B) or subsequent
      guidance), acquires ownership of stock of the Company or the Bank that,
      together with stock held by such person or group, constitutes more than
      50 percent of the total fair market value or total voting power of the
      stock of the Company or the Bank, as determined in accordance with
      Treasury Regulation Section 1.409A-3(i)(5)(v)(A).
    

    
      (2)       Change in the effective control of the Company or the Bank.  A
      change in the effective control of the Company or the Bank shall occur
      on the date that either (i) any one person, or more than one person
      acting as a group (as defined in Treasury Regulation Section
      1.409A-3(i)(5)(v)(B) or subsequent guidance), acquires (or has acquired
      during the 12-month period ending on the date of the most recent
      acquisition by such person or persons) ownership of stock of the Company
      or the Bank possessing 35 percent or more of the total voting power of
      the stock of the Company or the bank; or (ii) a majority of members of
      the Company’s or the Bank’s Board of Directors is replaced during any
      12-month period by directors whose appointment or election is not
      endorsed by a majority of the members of the Company’s or the Bank’s
      Board of Directors prior to the date of the appointment or election,
      each as determined in accordance with Treasury Regulation Section
      1.409A-3(i)(5)(vi), provided that subsection (ii) is inapplicable where
      a majority shareholder of the Company or the Bank, respectively, is
      another corporation.
    

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

    
      (4)       For purposes of (1) through (3) above, the definition of
      Change in Control shall be construed to be consistent with the
      requirements of Treasury Regulation Section 1.409A-3(i) or subsequent
      guidance.
    

    
      (c)       Upon the occurrence of an Event of Termination, on the Date of
      Termination, as defined in Section 7, the Bank shall pay Executive, or,
      in the event of his subsequent death, his beneficiary or beneficiaries,
      or his estate, as the case may be, as severance pay or liquidated
      damages, or both, an amount equal to the sum of (i) Base Salary, (ii)
      the highest Bonus awarded to the Executive during the prior three years,
      or if an Event of Termination occurs before the first Bonus hereunder
      has been determined under Section 3(b), then a deemed bonus of the
      highest amount of Bonus the Executive could have potentially earned
      hereunder, and (iii) the highest Equity Consideration previously awarded
      hereunder for any year.
    

    
      
        

        

      

      
        
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      (d)       Upon the occurrence of a Change in Control, as defined in
      Section 4(b)(1), (2) and (3), the Bank shall pay to Executive, or, in
      the event of his death during the term of this Agreement but subsequent
      to a Change in Control, to his beneficiary or beneficiaries, or his
      estate, as the case may be, as severance pay or liquidated damages, or
      both, a sum equal to three (3) times the sum of (i) Base Salary, (ii)
      the highest Bonus awarded to Executive during the prior three years, or
      if a Change in Control occurs before the first Bonus hereunder has been
      determined as contemplated under Section 3(b), then a deemed bonus of
      the highest amount of Bonus the Executive could have potentially earned
      hereunder, and (iii) the highest Equity Consideration previously awarded
      hereunder for any year.  Payment of the amount required hereunder shall
      be made in a lump sum on the effective date of the Change in
      Control.  The payment upon the occurrence of a Change in Control
      provided for in this Section 4(d) is in lieu of any payment upon an
      Event of Termination provided for in Section 4(a).
    

    
      (e)       (i)       Upon the occurrence of a Change in Control described
      below which is not also a Change in Control under Section 4(b),
      Executive shall have the right to elect to terminate his employment
      under this Agreement on the effective date of, or at any time following
      such a Change in Control during the term of this Agreement.  Upon the
      occurrence of such a termination of employment of the Executive, the
      Bank shall pay to Executive, or, in the event of his death subsequent to
      his termination of employment, to his beneficiary or beneficiaries, or
      his estate, as the case may be, as severance pay or liquidated damages,
      or both, an amount equal to three (3) times the sum of (i) Base Salary,
      (ii) the highest Bonus awarded to Executive during the prior three
      years, or if a Change in Control occurs before the first Bonus hereunder
      has been determined as contemplated under Section 3(b), then a deemed
      bonus of the highest amount of Bonus the Executive could have
      potentially earned hereunder, and (iii) the highest Equity Consideration
      previously awarded hereunder for any year.  Payment of the amount
      required hereunder shall be made in a lump sum on the date of
      termination of employment.  The payment upon the occurrence of the
      Executive’s termination of employment following a Change in Control
      described below provided for in this Section 4(e) is in lieu of any
      payment upon a Termination of Employment provided for in Section 4(a) or
      Section 4(d).
    

    
      (ii)      For purposes of this Section 4(e), a Change in Control of the
      Bank or the Company shall mean a change in control of a nature that: (A)
      would be required to be reported in response to Item 5.01(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 (B) results in a change in control of the Bank or
      the Company within the meaning of the Home Owner’s Loan Act, as amended,
      and applicable rules and regulations promulgated thereunder, as in
      effect at the time of the change in control (or if applicable the Bank
      Holding Company Act of 1956, as amended and applicable rules and
      regulations promulgated thereunder, as in effect at the time of the
      change in control); or (C) without limitation such a Change in Control
      shall be deemed to have occurred at such time as (I) 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 company
      representing 25% or more of the combined voting power of Company’s
      outstanding securities except for any securities purchased by the Bank’s
      employee stock ownership plan or trust; or (II) individuals who
      constitute the Board on the Effective Date (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-quarters of the
      directors comprising the Incumbent Board, or whose nomination for
      election by the Company’s stockholders was approved by the same
      nominating committee serving under an Incumbent Board, shall be, for
      purposes of this clause (III), considered as though he were a member of
      the Incumbent Board; or (IV) a plan of reorganization, merger,
      consolidation, sale of all or substantially all the assets of the Bank
      or the Company or similar transaction in which the Bank or Company is
      not the surviving institution occurs; or (V) a tender offer is made for
      25% or more of the voting securities of the Company and the shareholders
      owning beneficially or of record 25% or more of the outstanding
      securities of the Company have tendered or offered to sell their shares
      pursuant to such tender offer and such tendered shares have been
      accepted by the tender offeror.
    

    
      
        

        

      

      
        
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      (f)       Upon the occurrence of an Event of Termination, or a Change in
      Control as defined in Section 4(b) or Section 4(e), the Bank will cause
      to be continued life, medical, dental and disability coverage
      substantially identical to the coverage maintained by the Company or the
      Bank for Executive prior to his termination. Such coverage shall
      continue until the earlier to occur of (A) 18 months from the Date of
      Termination or the Change in Control, or (B) the Executive receives, in
      connection with subsequent employment with a third party, coverage
      substantially identical to the coverage maintained by the Company or the
      Bank.
    

    
      (g)       Notwithstanding the preceding paragraphs of this Section 4:
    

    
      (i)       if the aggregate payments and benefits to be made or afforded
      to Executive under said paragraphs (the “Termination Benefits”) would be
      deemed to include an “excess parachute payment” under Section 280G of
      the Internal Revenue Code of 1986, as amended from time to time (the
      “Code”), but
    

    
      (ii)      if the Termination Benefits were reduced to an amount (the
      “Non-Triggering Amount”), the value of which is one dollar ($1.00) less
      than an amount equal to the total amount of payments permissible under
      Section 280G of the Code or any successor thereto, then no such “excess
      parachute payment” would be deemed to be made, then the Termination
      Benefits to be paid to Executive shall be so reduced, but only to the
      extent required to be a Non Triggering Amount.
    

    
      (h)       It shall be a condition of the payment of any amount provided
      to be paid to the Executive and the affording of any benefit to the
      Executive upon or after termination of the Executive’s employment under
      this Agreement that the Executive shall have signed and delivered to the
      Company and the Bank a general release in the form of Exhibit A (except
      for such modifications as the Company or the Bank reasonably request as
      required or advisable to reflect any changes in applicable law or
      regulation in effect at the time such release is delivered), which shall
      be tendered to the Executive on the date of Termination.
    

    
      5.        TERMINATION UPON RETIREMENT, DISABILITY OR DEATH
    

    
      Termination by the Bank of the Executive based on “Retirement” shall
      mean termination in accordance with the Bank’s retirement policy or in
      accordance with any retirement arrangement established with Executive’s
      consent with respect to him.  Upon termination of Executive upon
      Retirement, Executive shall be entitled to all benefits under any
      retirement plan of the Bank and other plans to which Executive is a
      party.
    

    
      In the event Executive is unable to perform his duties under this
      Agreement on a full-time basis for a period of six (6) consecutive
      months by reason of illness or other physical or mental disability, the
      Employer may terminate this Agreement, provided that the Employer shall
      continue to be obligated to pay the Executive his Base Salary for the
      remaining term of the Agreement, or one year, whichever is the longer
      period of time, and provided further that any amounts actually paid to
      Executive pursuant to any disability insurance or other similar such
      program which the Employer has provided or may provide on behalf of its
      employees or pursuant to any workman’s or social security disability
      program shall reduce the compensation to be paid to the Executive
      pursuant to this paragraph.
    

    
      In the event of Executive’s death during the term of the Agreement, his
      estate, legal representatives or named beneficiaries (as directed by
      Executive in writing) shall be paid Executive’s Base Salary as defined
      in Paragraph 3(a) at the rate in effect at the time Executive’s death
      for a period of one (1) year from the date of the Executive’s death, and
      the Employers will continue to provide medical, dental, family and other
      benefits normally provided for an Executive’s family for one (1) year
      after the Executive’s death.
    

    
      
        

        

      

      
        
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      6.        TERMINATION FOR CAUSE
    

    
      The term “Termination for Cause” shall mean termination because of the
      Executive’s personal dishonesty or willful misconduct with respect to
      any material matter, any breach of fiduciary duty involving personal
      profit, willful and intentional failure to perform stated duties,
      willful violation of any law, rule, or regulation (other than traffic
      violations or similar offenses) or final cease-and-desist order, or
      material breach of any provision of this Agreement.  In determining
      cause, the acts or omissions shall be measured against standards
      generally prevailing in the savings institutions industry.  For purposes
      of this paragraph, no act or failure to act on the part of Executive
      shall be considered “willful” unless done, or omitted to be done, by the
      Executive not in good faith and without reasonable belief that the
      Executive’s action or omission was in the best interest of the
      Bank.  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 copy of a resolution duly adopted by the affirmative
      vote of not less than three-fourths 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.  The Executive
      shall not have the right to receive compensation or other benefits for
      any period after Termination for Cause.  Any vested or unvested stock
      options or unvested restricted stock granted to Executive under any
      stock option or award plan of the Bank, the Company or any subsidiary or
      affiliate thereof, shall become null and void effective upon Executive’s
      receipt of Notice of Termination for Cause pursuant to Section 7 hereof,
      and shall not be exercisable by Executive or deliverable by the Company
      or the Bank at any time subsequent to such Termination for Cause.
    

    
      7.        NOTICE
    

    
      (a)       Any purported termination by the Company or the Bank or by
      Executive shall be communicated by Notice of Termination to the other
      party hereto. For purposes of this Agreement, a “Notice of Termination”
      shall mean a written notice which shall indicate 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 (A) 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), and (B) if his employment is terminated for any other
      reason, the date specified in the Notice of Termination (which, in the
      case of a Termination for Cause, shall not be less than thirty (30) days
      from the date such Notice of Termination is given).
    

    
      (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, except upon the
      voluntary termination by the Executive in which case the Date of
      Termination shall be the date specified in the Notice, 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 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, the Bank will continue to 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 Executive as a participant in all compensation, benefit and
      insurance plans in which he was participating when the notice of dispute
      was given, until the dispute is finally resolved in accordance with this
      Agreement, provided such dispute is resolved within the term of this
      Agreement.  If such dispute is not resolved within the term of the
      Agreement, the Bank shall not be obligated, upon final resolution of
      such dispute, to pay Executive compensation and other payments accruing
      beyond the term of the Agreement.  Amounts paid under this Section shall
      be offset against or reduce any other amounts due under this Agreement.
    

    
      
        

        

      

      
        
          7
        

        
          


        

      

      
        

        

      

    

    

    

    
      8.        POST-TERMINATION OBLIGATIONS
    

    
      (a)       All payments and benefits to Executive under this Agreement
      shall be subject to Executive’s compliance with paragraph (b) of this
      Section 8 during the term of this Agreement and for one (1) full year
      after the expiration or termination hereof.
    

    
      (b)       Executive shall, upon reasonable notice, furnish such
      information and assistance to the Bank as may reasonably be required by
      the Bank in connection with any litigation in which it or any of its
      subsidiaries or affiliates is, or may become, a party; provided,
      however, that the Bank shall not require such assistance at any times
      that would unreasonably interfere with Executive’s personal or
      professional commitments.
    

    
      9.        NON-COMPETITION; NON-SOLICITATION
    

    
      (a)       Upon (A) any termination of Executive’s employment hereunder
      as a result of which the Company or the Bank is paying Executive
      benefits under Section 4 of this Agreement (B) in the event of
      Termination for Cause of the Executive’s employment hereunder or (C)
      Executive resigns his employment other than for reasons specified in any
      of the clauses of Section 4(a)(ii), or (D) the Executive breaches this
      Agreement and the Company or Bank has terminated this Agreement,
      Executive agrees not to compete with the Company and/or the Bank for a
      period of one (1) year following such termination in any city, town or
      county in which the Company and/or the Bank 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.  Executive
      agrees that during such period and within said cities, towns and
      counties, Executive 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 Company and/or the Bank.  The parties hereto, recognizing that
      irreparable injury will result to the Company and/or the Bank, its
      business and property in the event of Executive’s breach of this Section
      9(a) agree that in the event of any such breach by Executive, the
      Company and/or the Bank 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,
      employers, employees 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 and/or of a different nature than the
      Company and/or the Bank, 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 Company
      and/or the Bank from pursuing any other remedies available to the
      Company and/or the Bank 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 Company
      and the Bank and affiliates thereof, as they may exist from time to
      time, is a valuable, special and unique asset of the business of the
      Company and the Bank.  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 Company or the Bank or
      subsidiaries or affiliates thereof to any person, firm, corporation, or
      other entity for any reason or purpose whatsoever (except for such
      disclosure as may be required to be provided to any federal banking
      agency with jurisdiction over the Company or the Bank or
      Executive).  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 Company and the Bank, and Executive may
      disclose any information regarding the Company or the Bank which is
      otherwise publicly available.  In the event of a breach or threatened
      breach by the Executive of the provisions of this Section 9, the Bank
      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 Company or the Bank or
      subsidiaries or affiliates thereof, or from rendering any services to
      any person, firm, corporation, 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 Company
      or the Bank from pursuing any other remedies available to the Company or
      the Bank for such breach or threatened breach, including the recovery of
      damages from Executive.
    

    
      
        

        

      

      
        
          8
        

        
          


        

      

      
        

        

      

    

    

    

    
      (c)       The Executive further agrees that, during the period of the
      Executive’s employment hereunder and for one year following termination
      of the Executive’s employment for any reason, the Executive shall not,
      without the express written consent of the Company or Bank, (i) solicit
      any employees of the Company, the Bank or any of their subsidiaries or
      affiliates to terminate their employment, or (ii) solicit any customers
      or client of the Company, the Bank or of their subsidiaries or
      affiliates to cease doing business, in whole or in part, with the
      Company the Bank or any of their subsidiaries or
      affiliates.  Recognizing that irreparable damage will result to the
      Company and Bank in the event of the breach or threatened breach of any
      of the foregoing covenants, and that the Company’s and the Bank’s
      remedies at law for any such breach or threatened breach will be
      inadequate, the Company and the Bank, in addition to such other remedies
      which may be available to it, shall be entitled to an injunction,
      including a mandatory injunction, to be issued by any court of competent
      jurisdiction ordering compliance with this Agreement or enjoining and
      restraining the Executive from the continuation of such breach.  Nothing
      herein will be construed as prohibiting the Company and/or the Bank from
      pursuing any other remedies available to the Company and/or the Bank for
      such breach or threatened breach, including the recovery of damages from
      Executive.
    

    
      10.       SOURCE OF PAYMENTS
    

    
      All payments provided in this Agreement shall be timely paid in cash or
      check from the general funds of the Company or the Bank.  Each of the
      Company and the Bank shall be jointly and severally liable to the
      Executive and each guarantees payment and provision of all amounts and
      benefits due hereunder to Executive, and if such amounts and benefits
      due are not timely paid or provided, such amounts and benefits may be
      enforced against either the Company or the Bank.
    

    
      11.       EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS
    

    
      This Agreement contains the entire understanding between the parties
      hereto and supersedes any prior employment agreement between the Company
      and the Bank or any predecessor of the Company and the Bank and
      Executive.  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.
    

    
      12.       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 Company and the Bank and their respective successors
      and assigns.
    

    
      13.       MODIFICATION AND WAIVER
    

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

    
      
        

        

      

      
        
          9
        

        
          


        

      

      
        

        

      

    

    

    

    
      (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 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 Commonwealth of
      Massachusetts 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 arbitration, conducted before
      a panel of three arbitrators sitting in a location selected by the
      employee within fifty (50) miles from the location of the Company and
      the Bank, 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 the
      Company and the Bank shall be entitled to seek specific performance of
      Executive’s obligations under this Agreement (including without
      limitation Section 9) and Executive shall be entitled to seek specific
      performance of his right to be paid until the Date of Termination to the
      extent permitted by law during the pendency of any dispute or
      controversy arising under or in connection with this Agreement.
    

    
      18.       PAYMENT OF LEGAL FEES
    

    
      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 Company and the Bank, provided that the
      dispute or interpretation has been settled by Executive and the Company
      and the Bank or resolved in the Executive’s favor.
    

    
      19.       INDEMNIFICATION
    

    
      The Company and the Bank 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 federal 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 Company and the Bank
      (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 be limited to, judgments, court costs and attorneys’
      fees and the cost of reasonable settlements (such settlements must be
      approved by the Board).  If such action, suit or proceeding is brought
      against Executive in his capacity as an officer or director of the
      Company and the Bank, however, such indemnification shall not extend to
      matters as to which Executive is finally adjudged to be liable for
      willful misconduct in the performance of his duties.
    

    
      
        

        

      

      
        
          10
        

        
          


        

      

      
        

        

      

    

    

    

    
      20.       SUCCESSOR TO THE BANK
    

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

    
      21.       SECTION 409A
    

    
      (a)       Purpose. This
      Section is intended to help ensure that compensation paid or delivered
      to the Executive pursuant to this Agreement either is paid in compliance
      with, or is exempt from, Section 409A of the Code (“Section 409A”). The
      parties intend that this Agreement will be administered in accordance
      with Section 409A of the Code.  To the extent that any provision of this
      Agreement is ambiguous as to its compliance with Section 409A of the
      Code, the provision shall be read in such a manner so that all payments
      hereunder comply with Section 409A of the Code. The parties agree that
      this Agreement may be amended, as reasonably requested by either party,
      and as may be necessary to fully comply with Section 409A of the Code
      and all related rules and regulations in order to preserve the payments
      and benefits provided hereunder without additional cost to either party
      and provided that such amendment itself is permitted by Section
      409A.  The Company makes no representation or warranty and shall have no
      liability to the Executive or any other person if any provisions of this
      Agreement are determined to constitute deferred compensation subject to
      Section 409A of the Code but do not satisfy an exemption from, or the
      conditions of, such Section.
    

    
      (b)       Amounts Payable On
      Account of Termination.  For the purposes of determining when
      amounts otherwise payable on account of the Executive's termination of
      employment under this Agreement will be paid, which amounts become due
      because of his termination of employment, “termination of employment” or
      words of similar import, as used in this Agreement, shall be construed
      as the date that the Executive first incurs a “separation from service”
      for purposes of Section 409A.  Furthermore, if the Executive is a
      “specified employee” of a public company as determined pursuant to
      Section 409A as of his termination of employment, any amounts payable on
      account of his termination of employment which constitute deferred
      compensation within the meaning of Section 409A and which are otherwise
      payable during the first six months following the Executive's
      termination (or prior to his death after termination) shall be paid to
      the Executive in a cash lump-sum on the earlier of (1) the date of his
      death and (2) the first business day of the seventh calendar month
      immediately following the month in which his termination occurs.
    

    
      (c)       Reimbursements.  Any
      taxable reimbursement of business or other expenses as specified under
      this Agreement shall be subject to the following conditions: (1) the
      expenses eligible for reimbursement in one taxable year shall not affect
      the expenses eligible for reimbursement in any other taxable year; (2)
      the reimbursement of an eligible expense shall be made no later than the
      end of the year after the year in which such expense was incurred; and
      (3) the right to reimbursement shall not be subject to liquidation or
      exchange for another benefit.
    

    
      (d)       Releases.  Any
      amounts otherwise payable on account of the Executive's termination of
      employment under this Agreement which (i) are conditioned in any part on
      a release of claims and (ii) would otherwise be paid (assuming the
      release is given) prior to the last day on which the release could
      become irrevocable assuming the Executive's latest possible execution
      and delivery of the release (such last day, the “Release Deadline”)
      shall be paid, if ever, only on the Release Deadline, even if the
      Executive's release becomes irrevocable before that date. The Company
      and/or the Bank may elect to make such payment up to thirty (30) days
      prior to the Release Deadline, however. If no such last day is specified
      in this Agreement, then such last day will be the sixtieth (60th)
      day after the Executive's termination of employment.
    

    
      
        

        

      

      
        
          11
        

        
          


        

      

      
        

        

      

    

    

    

    
      (e)       Interpretative Rules.  In
      applying Section 409A to amounts paid pursuant to this Agreement, any
      right to a series of installment payments under this Agreement shall be
      treated as a right to a series of separate payments.





    

    
      
        

        

      

      
        
          12
        

        
          


        

      

      
        

        

      

    

    

    

    
      SIGNATURES
    

    
      IN WITNESS WHEREOF, the Company and the Bank have caused this Agreement
      to be executed and their seals to be affixed hereunto by their duly
      authorized officers, and Executives have signed this Agreement, on the
      day and date first above written.
    

    
    	
          ATTEST:
        	
           
        	
          BROOKLINE BANCORP, INC.
        
	

        	

        	

        	
           
        
	
          /s/ Bethany Woods
        	

        	
          
            By:
          

        	
          
            /s/ William V. Tripp III
          

        
	

        	

        	

        	
          William V. Tripp III, Chairman
        
	

        	

        	

        	
          of the Compensation Committee
        
	

        	

        	

        	
           
        
	
          ATTEST:
        	

        	
          BROOKLINE BANK
        
	

        	

        	

        	
           
        
	
          /s/ Bethany Woods
        	

        	
          
            By:
          

        	
          
            /s/ William V. Tripp III
          

        
	

        	

        	

        	
          William V. Tripp III, Chairman
        
	

        	

        	

        	
          of the Compensation Committee
        
	

        	

        	

        	
           
        
	
          WITNESS:
        	

        	
          EXECUTIVE:
        
	

        	

        	

        	
           
        
	
          /s/ William P. Mayer
        	

        	
          
            By:
          

        	
          
            /s/ Paul A. Perrault
          

        
	

        	

        	

        	
          Paul A. Perrault
        


    

    
      
        

        

      

      
        
          13
        

        
          


        

      

      
        

        

      

    

    
      EXHIBIT A
    

    
      FORM OF SEVERANCE RELEASE
    

    
                THIS SEVERANCE RELEASE (“Release”) is entered into between
      Paul A. Perrault (“Executive”) and Brookline Bancorp, Inc., a Delaware
      corporation, and Brookline Bank, a United States-chartered stock savings
      bank (together with their respective successors and assigns, the
      “Employers”).
    

    
                WHEREAS, Executive and the Employers entered into an
      employment agreement effective March 16, 2009 (“Employment Agreement”);
      and
    

    
                WHEREAS, Executive’s employment has terminated under the
      Employment Agreement under circumstances that provide him with certain
      significant benefits, subject to Executive’s executing this Release.
    

    
                NOW, THEREFORE, in consideration of the payments set forth in
      the Employment Agreement and other good and valuable consideration,
      Executive and the Employers agree as follows: Executive, on behalf of
      himself and his dependents, heirs, administrators, agents, executors,
      successors and assigns (“Executive Releasors”), hereby irrevocably and
      unconditionally releases, waives, and forever discharges the Employers
      and their respective affiliated companies and their respective past and
      present parents, subsidiaries, affiliated corporations, partnerships,
      joint ventures, and their successors and assigns (“Employer Affiliated
      Parties”) and all of Employer Affiliated Parties’ respective past and
      present directors, officers, employees, agents and their
      representatives, successors and assigns (but as to any such individual,
      agent or representative, only in connection with, or in relationship to,
      his or its capacity as a director, officer, employee, agent,
      representative, successor or assign of any Employer Affiliated Party and
      not in connection with, or in relationship to, his or its personal or
      professional capacity unrelated to any Employer Affiliated Party)
      (collectively, “Employer Releasees”), from any and all actions, claims,
      demands, obligations, liabilities and causes of action of any kind or
      description whatsoever, in law, equity or otherwise, whether known or
      unknown, whether past, present or future, that any Executive Releasor
      had, may have had, or now has, or may hereafter have against the
      Employers or any other Employer Releasee, as of the date of the
      execution of this Release by Executive, arising out of or relating to
      Executive’s employment relationship, or the termination of that
      relationship, with the Employers or any affiliate, including, but not
      limited to, any action, claim, demand, obligation, liability or cause of
      action arising under any Federal, state, or local employment law or
      ordinance creating or recognizing employment-related causes of action,
      and all amendments of any of these laws (including, but not limited to,
      Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of
      1866, 1871, 1964 and 1991, the Equal Pay Act, the Americans with
      Disabilities Act of 1990, the National Labor Relations Act, the Fair
      Labor Standards Act of 1938, the Workers Adjustment and Retraining
      Notification Act, the Employee Retirement Income Security Act of 1974,
      as amended (other than any claim for vested benefits), the Family and
      Medical Leave Act of 1993, the Age Discrimination in Employment Act of
      1967, as amended, the Older Workers’ Benefit Protection Act of 1990, and
      Mass. Gen. Laws Ch. 12, §§11H and 11I, Mass. Gen. Laws Ch. 151B), tort,
      contract or any alleged violation of any other legal obligation.
      Anything to the contrary notwithstanding in this Release or the
      Employment Agreement, nothing herein shall release any Employer Releasee
      from any claims or damages based on (i) any right or claim that arises
      exclusively from events occurring after the date Executive executes this
      Release, (ii) any right Executive may have to payments, benefits or
      entitlements under the Employment Agreement or any applicable plan,
      policy, program or arrangement of, or other agreement with, the
      Employers or any affiliate, (iii) Executive’s eligibility for
      indemnification in accordance with applicable laws or the certificate of
      incorporation or bylaws of the Employers, or under any applicable
      insurance policy with respect to any liability Executive incurs or has
      incurred as a director, officer or employee of the Employers, (iv) any
      right any Executive Releasor may have under the Consolidated Omnibus
      Budget Reconciliation Act of 1985 (“COBRA”), it being acknowledged by
      the Employers that for purposes of the Employment Agreement, the end of
      the period during which Executive receives benefits under Section 4(f)
      of the Employment Agreement shall be treated as a qualifying event for
      purposes of COBRA; provided any such event is permitted to be
      treated as a qualifying event under the applicable insurance program of
      the Employers or (v) any right Executive may have to obtain contribution
      as permitted by law in the event of entry of judgment against Executive
      as a result of any act or failure to act for which Executive and any
      Employer Releasee are jointly liable.  Notwithstanding the foregoing, if
      any Employer Releasee commences any action or proceeding in law or
      equity against any Executive Releasor with respect to any claim or cause
      of action that arose on or before the termination of Executive’s
      employment or otherwise asserts any such claim or cause of action
      against any Executive Releasor in the course of any action or proceeding
      in law or equity, such Executive Releasor’s release of claims pursuant
      to the foregoing shall not preclude the Executive Releasor from raising
      any affirmative defense or counterclaim directly relating to the matters
      asserted by the Releasee in any such action or proceeding.  For the
      avoidance of doubt, the voiding of such release of claims shall have no
      effect on Executive’s right to severance benefits or change in control
      benefits pursuant to the Employment Agreement.
    

    
      
        

        

      

      
        
          14
        

        
          


        

      

      
        

        

      

    

    

    

    
                Executive represents that as of the date he has executed this
      Release he has not assigned to any other party, and agrees not to
      assign, any claim released by Executive herein. Nothing in this Release
      shall be construed to affect the Equal Employment Opportunity
      Commission’s (the “Commission”) or any state agency’s independent right
      and responsibility to enforce the law, nor does this Release affect
      Executive’s right to file a charge or participate in an investigation or
      proceeding conducted by either the Commission or any such state agency,
      although this Release does bar any claim that Executive might have to
      receive monetary damages in connection with any Commission or state
      agency proceeding concerning matters covered by this Release.  This
      release also does not purport to release any claim that may not be
      released by law.
    

    
                Executive acknowledges that he has waived his and Executive
      Releasors’ Claims knowingly and voluntarily in exchange for the
      severance benefits set forth in the Employment Agreement, and that
      Executive would not otherwise have been entitled to those benefits.
      Executive acknowledges that he has been provided a period of at least 21
      calendar days in which to consider and execute this Release. Executive
      further acknowledges and understands that he has seven calendar days
      from the date on which he executes this Release to revoke his agreement
      by delivering to the Employers written notification of his intention to
      revoke this Release. This Release becomes effective when signed by
      Executive unless revoked in writing by Executive in accordance with this
      seven−day provision. To the extent that Executive has not otherwise done
      so, Executive is advised to consult with an attorney prior to executing
      this Release.
    

    
                During Executive’s employment with the Employers, Executive
      may have obtained information regarding the Employers or Employer
      Affiliated Parties of a confidential nature or which is a trade secret.
      Executive agrees that he will not use, and he will not disclose to any
      person or entity, other than on behalf of or for the Employers’ benefit,
      such confidential information or any trade secret, except (i) as
      Executive may be authorized in writing to do so by the Employers’ Board
      of Directors or an officer designated by such Boards for such purpose or
      (ii) to the extent such information has entered the public domain. The
      parties agree that nothing in this paragraph shall preclude Executive
      from fulfilling any duty or obligation that he may have at law, from
      responding to any subpoena or official inquiry from any court or
      government agency, including providing truthful testimony, documents,
      subpoenaed or requested, or otherwise cooperating in good faith with any
      proceeding or investigation or from taking any reasonable actions to
      enforce Executive’s rights against the Employers, including under this
      Agreement.  Executive further certifies that he has not and agrees that
      he will not, during the period of time between his receipt of a written
      notice of termination of employment and his termination date, remove
      from the Employers or transfer by electronic or other means, documents
      or copies thereof relating to Executive’s duties, without the express
      written approval of the Employers’ Boards of Directors or an officer of
      the Employers designated by it for such purpose. Notwithstanding
      anything to the contrary contained herein, Executive will be entitled to
      remove, transfer and retain (i) papers and other materials of a personal
      nature, including without limitation photographs, personal
      correspondence, personal diaries, personal calendars and rolodexes,
      personal phone books and files relating exclusively to his personal
      affairs, (ii) information showing Executive’s compensation or relating
      to Executive’s reimbursement of business related expenses, (iii)
      information Executive reasonably believes may be needed for the planning
      and preparation of Executive’s personal tax returns and (iv) copies of
      the Employers’ compensation and benefit plans and agreements relating to
      Executive’s employment with or termination from the Employers.
    

    
      
        

        

      

      
        
          15
        

        
          


        

      

      
        

        

      

    

    

    

    
                Executive agrees that he remains subject to the
      non-competition and non-solicitation provisions of Section 9 of the
      Employment Agreement.  The Employers agree, except as may be required by
      law, to refrain from performing any act, engaging in any course of
      conduct or course of action or making or publishing any statements,
      claims, allegations or assertions which it believes have, or may
      reasonably be expected to have, the effect of demeaning the name or
      business reputation of the Executive and shall cause its employees,
      officers, directors, agents or advisors to be similarly bound when
      serving in such capacity.  Executive agrees to refrain from performing
      any act, engaging in any conduct or course of action or making or
      publishing any statements, claims, allegations or assertions which have
      or may reasonably have the effect of demeaning the name or business
      reputation of the Employers or any Employer Affiliated Party or any of
      its or their employees, officers, directors, agents or advisors in their
      capacities as such. The parties agree that nothing in this paragraph
      shall preclude either party or any other person referenced in this
      paragraph from fulfilling any duty or obligation that he, she or it may
      have at law, from responding to any subpoena or official inquiry from
      any court or government agency, including providing truthful testimony,
      documents, subpoenaed or requested, or otherwise cooperating in good
      faith with any proceeding or investigation, or from taking any
      reasonable actions to enforce such party’s rights against the other
      party, including under this Agreement, or from responding publicly to
      correct any incorrect, disparaging or demeaning statements, claims,
      allegations or assertions by the other party or any other person
      referenced in this paragraph.
    

    
                Executive agrees to cooperate with the Employers, at mutually
      convenient times and places, in connection with any ongoing
      administrative, regulatory, or litigation proceedings or such like
      matters that may arise in the future, as to matters regarding which the
      Executive may have personal knowledge because of his employment with the
      Employers; provided that in no event will Executive be required to
      provide any such cooperation if such cooperation is materially adverse
      to Executive’s legal interests. Such cooperation will include being
      interviewed by representatives of the Employers, and participating in
      such proceedings by deposition and testimony at trial. To the extent
      possible, the Employers will limit Executive’s cooperation to regular
      business hours. In any event, (i) in any matter subject to this
      paragraph, Executive will not be required to act against the reasonable
      best interests of any new employer or new business venture in which
      Executive is an employee, partner or active participant and (ii) any
      request for Executive’s cooperation will take into account Executive’s
      other personal and business commitments.  The Employer will reimburse
      Executive for all reasonable expenses and costs Executive may incur as a
      result of providing such assistance, including travel costs and
      reasonable legal fees to the extent Executive reasonably believes, based
      upon the advice of counsel, that separate representation is warranted,
      provided the Employers receive proper documentation with respect to all
      claimed expenses and costs.  Executive will be entitled to an hourly fee
      (which fee will be mutually determined by the Employers and Executive
      prior to Executive’s providing any cooperation hereunder, it being
      agreed that such fee will be fair and reasonable in light of Executive’s
      compensation history) for time spent by Executive furnishing such
      cooperation (other than for time spent by Executive actually providing
      testimony in any legal matter), including, without limitation, for time
      taken in travel undertaken in connection with such cooperation, such fee
      to be paid promptly following Executive’s submission of a statement
      setting forth the number of hours spent. Commencing on the fifth
      anniversary hereof, Executive will not be obligated to make more than
      three days (or portions thereof) per calendar year available for the
      purpose of providing cooperation to the Employers pursuant to this
      paragraph.
    

    
                This Release shall be governed by and construed and
      interpreted in accordance with the laws of the Commonwealth of
      Massachusetts without reference to principles of conflicts of law.
      Should any provision of this Release be determined by any court of
      competent jurisdiction to be illegal or invalid, the validity of the
      remaining parts, terms or provisions shall not be affected and the
      illegal or invalid part, term, or provision will be deemed not to be a
      part of this Release.
    

    
      
        

        

      

      
        
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                IN WITNESS WHEREOF, Executive and the Employers have executed
      this Release as of the date indicated below.
    

    
      PAUL A. PERRAULT
Date:


BROOKLINE BANCORP, INC.
By:
Its:
Date:


BROOKLINE
      BANK
By:
Its:
Date: 
    

    

    

    
      

      

      


    

    

    

    

    

    
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