Exhibit 10.2
FIRST AMENDMENT
TO
THE SALISBURY BANK AND TRUST COMPANY GROUP TERM CARVE-OUT
PLAN WITH RESPECT TO ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
This First Amendment (the "Amendment") to the Salisbury Bank and Trust
Company Group Term Carve-out Plan (the "Agreement") is made as of June 1, 2009
(the "Effective Date") by and between Salisbury Bank and Trust Company, a
Connecticut chartered bank and trust company with its Main Office at ▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, P.O. Box 1868, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Company") and ▇▇▇▇ ▇.
▇▇▇▇▇▇▇ of ▇▇▇▇▇▇, Connecticut (the "Participant").
WHEREAS, the Company and the Participant entered the Agreement on or
about June 20, 2003;
WHEREAS, the Company and its parent have elected to participate in the
Capital Purchase Program of the Troubled Assets Relief Program ("TARP") of the
United States Department of the Treasury (the "Treasury");
WHEREAS, the American Recovery and Reinvestment Act of 2009 (the "2009
Act") amended Section 111 of the Emergency Economic Stabilization Act of 2008
(the "2008 Act") to provide that any "TARP recipient [is prohibited from] making
any golden parachute payment to [specified] officer[s] and . . . employees of
the TARP recipient during the period in which any obligation arising from
financial assistance provided under the TARP remains outstanding";
WHEREAS, it is possible that a payment could occur under the Agreement
which could be a "golden parachute payment" as defined in Section 111 of the
2009 Act;
WHEREAS, the Participant may currently be, or in the future may be, an
officer or employee to whom a golden parachute payment may be prohibited under
the 2009 Act; and
WHEREAS, the Board of Directors of the Company and the Participant
agree that is in the best interests of the Company for the Company to fully
comply with Section 111 of the 2009 Act.
NOW THEREFORE, to further the above-recited corporate objectives and
for other good and valuable consideration, the receipt and adequacy of which
each party hereby acknowledges the Company and the Participant agree to add
Section 9.9 and Section 9.10 to the Agreement as follows:
9.9. Notwithstanding any provision in the Agreement to the contrary, no
payment shall be made or any benefit provided pursuant to the Agreement which,
if made or provided, as the case may be, would violate applicable provisions of
Section 409A of the Internal Revenue Code, the 2008 Act, the 2009 Act or
compensation standards or regulations promulgated by the Treasury pursuant
thereto.
9.10. Pursuant to Section 2.3 of the Agreement, the Company hereby
approves the period commencing June 8, 2009, and continuing until Participant's
Normal Retirement Date as "a leave of absence approved by the Company" which
shall not constitute Termination of Participant in the Group Term Carve-out Plan
so long as Participant serves as a Consultant of the Company during such period.
Agreed by and between ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Salisbury Bank and Trust
Company.
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Participant
SALISBURY BANK AND TRUST COMPANY
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Its: President