Exhibit 10.3
FIRST AMENDMENT
TO
CHANGE IN CONTROL AGREEMENT
THIS AMENDMENT (this "Amendment") TO THE CHANGE IN CONTROL AGREEMENT
(the "Agreement") is made as of March 13, 2009 (the "Effective Date") by and
between SALISBURY BANK AND TRUST COMPANY, a Connecticut chartered bank and trust
company with is main office at ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Bank") and ____________ of _____________, ______ __
_____ (the "Executive").
WHEREAS, the Bank and the Executive have entered the Agreement as of
April 2, 2008;
WHEREAS, Salisbury Bancorp, Inc., the parent of the Bank (the
Corporation"), will 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, any payment under the Agreement could be a "golden parachute
payment" as defined in Section 111 of the 2009 Act;
WHEREAS, the Executive may presently 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 Corporation and the Bank and the
Executive agree that is in the best interests of the Corporation and the Bank
for the Corporation to be able to access TARP funds in compliance 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 Bank and the Executive agree to add Section
13 to the Agreement as follows:
13. Compliance with Compensation Standards. Notwithstanding any
provision in the Agreement to the contrary, no payment shall be made pursuant
Section 4 of the Agreement or benefit provided pursuant to Section 5 of the
Agreement which, if made or provided, as the case may be, would violate
applicable provisions of the 2008 Act, the 2009 Act or compensation standards or
regulations enacted by the Treasury pursuant thereto. For purposes of the
Agreement, the Executive shall be deemed to be a person subject to Section 111
of the 2009 Act.
(Signatures on next page.)
Agreed to this thirteenth day of March, 2009 by and between
________________ and Salisbury Bank and Trust Company.
------------------------
EXECUTIVE
SALISBURY BANK AND TRUST COMPANY
--------------------------------
By:
Its:
2