HEREIN, BUT RATHER SHALL EXPIRE
UPON THE CONCLUSION OF THE THEN TERM OF EMPLOYMENT ("EXPIRATION OF TERM DUE TO
NON-RENEWAL").
BY WAY OF EXAMPLE, IF A NOTICE OF NON-RENEWAL WERE FIRST
DELIVERED ON NOVEMBER 1, 2009, THE TERM OF EMPLOYMENT WOULD EXPIRE ON APRIL 1,
2012. A NOTICE OF NON-RENEWAL MAY NOT BE DELIVERED BY EMPLOYER DURING THE TWO
YEAR PERIOD IMMEDIATELY FOLLOWING A CHANGE IN CONTROL EVENT (AS HEREINAFTER
DEFINED).
EXECUTIVE'S SERVICE AS A DIRECTOR OF EMPLOYER AND/OR ANY AFFILIATE
(AS HEREAFTER DEFINED) SHALL BE WITHOUT ANY FURTHER COMPENSATION IN ADDITION TO
THAT SET FORTH HEREIN.
2. DUTIES; PLACE OF EMPLOYMENT; TIME AND EFFORTS.
2.1
DUTIES.
DURING THE TERM OF EMPLOYMENT, EXECUTIVE SHALL EXERCISE
AND ASSUME SUCH DUTIES, RESPONSIBILITIES AND AUTHORITIES AS ARE PROVIDED IN THE
BYLAWS OF EMPLOYER WITH RESPECT TO HOLDING THE OFFICE OF CHAIRMAN OF THE BOARD
OF DIRECTORS OF THE COMPANY AND BANK.
NOTWITHSTANDING THE ABOVE, EXECUTIVE
SHALL NOT BE REQUIRED TO PERFORM ANY DUTIES AND RESPONSIBILITIES WHICH WOULD
RESULT IN EMPLOYER'S OR EXECUTIVE'S NONCOMPLIANCE WITH, OR ANY OTHER VIOLATION
OF, ANY APPLICABLE LAW, REGULATION, REGULATORY POLICY OR OTHER REGULATORY
REQUIREMENT.
2.2
PLACE OF EMPLOYMENT.
EXECUTIVE SHALL RENDER HIS SERVICES PRIMARILY
AT EMPLOYER'S OFFICE IN LOWELL, MASSACHUSETTS. EXECUTIVE SHALL TRAVEL AS
REASONABLY REQUIRED FOR THE PERFORMANCE OF HIS DUTIES HEREUNDER.
2.3
TIME AND EFFORTS.
DURING THE TERM OF EMPLOYMENT, EXECUTIVE SHALL,
EXCEPT FOR PERIODS OF ABSENCE OCCASIONED BY ILLNESS, VACATION, AND ANY OTHER
REASONABLE LEAVES OF ABSENCE IN ACCORDANCE WITH APPLICABLE POLICIES, PROGRAMS,
PROCEDURES OR PRACTICES OF EMPLOYER, DILIGENTLY AND CONSCIENTIOUSLY DEVOTE HIS
FULL BUSINESS TIME AND ATTENTION AND BEST EFFORTS, BUSINESS SKILLS, ABILITY AND
FIDELITY TO THE BUSINESS OF EMPLOYER AND THE DISCHARGE OF HIS DUTIES HEREUNDER;
PROVIDED, HOWEVER, THAT EXECUTIVE MAY, SO LONG AS SUCH ACTIVITIES (INDIVIDUALLY
AND COLLECTIVELY) DO NOT CONFLICT OR MATERIALLY INTERFERE WITH THE PERFORMANCE
OF EXECUTIVE'S DUTIES HEREUNDER (A) CONTINUE TO SERVE ON ANY BOARDS AND
COMMITTEES ON WHICH EXECUTIVE IS PRESENTLY SERVING OR IN A POSITION WHICH
EXECUTIVE CURRENTLY HOLDS PROVIDED SAME HAS BEEN DISCLOSED TO EMPLOYER ON A
SCHEDULE ATTACHED TO THIS AGREEMENT; (B) MANAGE HIS PERSONAL FINANCIAL AFFAIRS,
INCLUDING HIS PERSONAL PASSIVE INVESTMENTS;
(C) SERVE ON BOARDS OF DIRECTORS OR
TRUSTEES OR COMMITTEES OF CIVIC OR CHARITABLE ORGANIZATIONS OR TRADE
ASSOCIATIONS, AND (D) WITH THE WRITTEN CONSENT OF THE BOARD OF DIRECTORS, AS
EVIDENCED BY A FORMALLY ADOPTED VOTE OR RESOLUTION AND SUBJECT TO SUCH TERMS AND
CONDITIONS SPECIFIED IN ANY SUCH VOTE OR RESOLUTION, SERVE AS A NON-EMPLOYEE
DIRECTOR, TRUSTEE, MANAGER OR PARTNER OF ANY BUSINESS ENTITY.
2
3. COMPENSATION AND OTHER BENEFITS.
3.1
BASE SALARY. IN CONSIDERATION OF THE SERVICES OF EXECUTIVE,
EMPLOYER SHALL PAY TO EXECUTIVE A BASE SALARY OF $203,899.80 PER ANNUM, TOGETHER
WITH SUCH INCREASES AS THE BOARD OF DIRECTORS OF EMPLOYER MAY FROM TIME TO TIME
APPROVE IN ITS SOLE DISCRETION (BUT SUCH SHALL BE REVIEWED BY THE BOARD AT LEAST
ANNUALLY), IN EQUAL INSTALLMENTS IN ACCORDANCE WITH THE CUSTOMARY PAYROLL
PRACTICES OF EMPLOYER ("BASE SALARY").
3.2
Annual Cash