Exhibit 10.14
TRANSITION AGREEMENT AND GENERAL RELEASE
This Transition Agreement and General Release (this “Agreement”) is being entered into by and between Cambridge Trust Company, a Massachusetts-chartered trust company (the “Company”), Cambridge Bancorp, a Massachusetts corporation (“Cambridge”), and Jennifer A. Pline (“Employee”). The Company, Cambridge and Employee may hereafter be referred to individually as a “Party” or collectively as the “Parties.”
WHEREAS, Employee is currently serving as Executive Vice President and Head of Wealth Management at the Company and a member of the board of directors of Cambridge Trust Charitable Foundation (“Foundation”);
WHEREAS, Employee will be retiring from her employment with the Company on June 30, 2023 or such other date mutually agreed in writing to by the Parties (“Separation Date”), unless the Company terminates Employee’s employment for Cause or Employee voluntarily terminates her employment prior to the Separation Date (the Separation Date or, if applicable, her earlier termination date, is referred to as her “Termination Date”);
WHEREAS, for the period commencing on the date of this Agreement and ending on her Termination Date, referred to herein as the “Transition Period,” the Company and Employee desire that she be engaged with the transition of her duties;
WHEREAS, the Company and Employee are parties to the Company’s standard Employee Proprietary Information and Restrictive Covenants Agreement (the “NDA”);
WHEREAS, Employee participates in the Cambridge Trust Company Executive Deferred Compensation Plan (“DC SERP”) and has executed a supplemental executive retirement agreement (“SERP Agreement” ) in connection with her participation in the DC SERP (collectively referred to herein as the “SERP”);
WHEREAS, the Company and Employee are parties to certain performance share unit agreements and restricted stock unit agreements (collectively the “Equity Incentive Agreements”);
WHEREAS, the Company and Employee are also parties to a Change in Control Severance letter agreement dated April 26, 2019 (“Change in Control Agreement”);
WHEREAS, the purpose of this Agreement is, in part, to memorialize the agreement between the Parties and to resolve any and all claims, disputes and other matters that may exist between them, if any, whether they have been raised or not; and
WHEREAS, Employee acknowledges that she is receiving benefits under the terms of this Agreement that she would not otherwise be entitled to under her existing agreements with the Company, including but not limited to the Equity Incentive Agreements and the SERP.
NOW, THEREFORE, for and in consideration of the mutual promises contained herein, and for other good and sufficient consideration, receipt of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
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As of her Termination Date, all salary payments to Employee will cease and any benefits Employee had as of her Termination Date under Company or Cambridge provided benefit plans, programs, or practices will terminate, except as required by federal or state law or as otherwise specifically set forth in this Agreement. Other than the accrued obligations noted above, Employee will not be eligible for, nor shall she have a right to receive, any payments or benefits from the Company following her separation from service, other than as set forth in the Equity Incentive Agreements, the SERP and any tax-qualified plan sponsored by Cambridge or the Company in which the Employee is a participant as of her separation from service with the Company.
The Change in Control Agreement will terminate on the Termination Date.
In exchange for Employee executing, delivering and not revoking this Agreement and the Supplemental Release attached as Exhibit A and Employee not breaching their terms, including not having voluntarily resigned or been terminated for Cause (as defined below) by the Company prior to the
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Separation Date and continued compliance with the Restrictive Covenants (as defined in Section 7 herein), Employee shall be provided with the following benefits:
Employee acknowledges and agrees that the payments and benefits referred to in Section 1(e) of this Agreement represent all compensation and benefits due and owing to Employee as a result of Employee’s service with the Company, Cambridge and the Foundation. Employee further agrees that the additional benefits referred to in this Section 2 are consideration for Employee’s promises contained in this Agreement and that the additional benefits are above and beyond any wages, salary, or other sums or benefits to which Employee is entitled from the Company, Cambridge and/or the Foundation under the terms of Employee’s employment or any other source of entitlement.
For purposes of this Agreement, “Cause” shall have the meaning set forth in the SERP Agreement. For the avoidance of doubt, if the Company chooses to terminate Employee prior to the Separation Date for any other reason than Cause, Employee shall be entitled to all payments and benefits under Sections 1 and 2 of this Agreement as if her employment had continued until the Separation Date and been terminated other than for Cause for purposes of this Agreement.
Employee on her own behalf and on the behalf of her agents, heirs, executors, administrators, representatives, attorneys, successors and assigns, hereby releases and forever discharges the Company, Cambridge, the Foundation, and any and all of their respective past, present, or future affiliates, components, sections, entities to whom they provide services, benefit plans, officers, directors, members, employees, agents, counsel, consultants, contractors, successors and assigns (the “Releasees”), from any and all complaints, claims, demands, damages, lawsuits, and causes of action, whether known, unknown or unforeseen, arising out of or in connection with any event, transaction or matter occurring or existing on or before the date of Employee’s execution of this Agreement, which Employee has or may have against any of them for any reason whatsoever in law or in equity, under federal, state, local or other law, whether the same be based upon a statutory, common-law, or administrative claim, contract, tort or other basis, including without limitation any and all claims arising from or relating to her employment or the termination of her employment; any and all claims relating to wages, bonuses, other compensation, expenses, benefits, leave, discrimination, harassment or retaliation or other wrongful conduct; and any and all claims relating to any employment contract, express or implied. Without limiting the generality of the foregoing, this release covers any and all claims under the Civil Rights Acts of 1866 and 1964, the Americans with Disabilities Act, the Equal Pay Act, the Age Discrimination in Employment Act (29 U.S.C. § 621 et seq. (“ADEA”)), Older Workers Benefit Protection Act, the National Labor Relations Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Massachusetts Fair Employment Practices Act, the Massachusetts Wage Act, the Massachusetts Civil Rights Act, and the Massachusetts Equal Rights Act, all as amended, and any other federal, state or local statutes related to employment. This release covers both claims Employee knows about and those Employee may not know about, but it does not waive or release any claims or rights that arise after Employee executes this Agreement. Employee agrees, without limiting the generality of the above release,
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not to file any claim or lawsuit seeking monetary recovery or other relief for Employee based on any claims that are lawfully released in this Agreement, and Employee represents and warrants that no such claims are pending. Employee further hereby irrevocably and unconditionally waives any and all rights to recover, and will not accept, any monetary or other relief for Employee concerning the claims that are lawfully released in this Section. Notwithstanding the foregoing, Employee are not releasing (a) any right to enforce this Agreement (b) any claims for unemployment compensation, workers compensation benefits or other rights or claims that may not be released by this Agreement as a matter of law.
Notwithstanding the generality of the foregoing Release, nothing herein constitutes a release or waiver by Employee of, or prevents Employee from making or asserting: (i) any claim or right Employee may have under COBRA; (ii) any claim or right Employee may have for unemployment insurance or workers’ compensation benefits (other than for retaliation under workers’ compensation laws); (iii) any claim to vested benefits under the written terms of a qualified defined benefit or defined contribution employee pension plan, non-qualified deferred compensation plan or equity incentive plan in which Employee participated in as of her Termination Date; (iv) any claim for indemnity under the Company’s certificate of incorporation and bylaws or to coverage under any directors’ and officers’ insurance policies; (v) any medical claim incurred during Employee’s employment that is payable under applicable medical plans or an employer-insured liability plan; (vi) any claim or right that may arise after the execution of this Agreement; (vii) any claim or right that is not otherwise able to be waived under applicable law.
In addition, nothing herein shall prevent Employee from filing a charge or complaint with the Equal Employment Opportunity Commission (“EEOC”) or similar federal or state fair employment practices agency or interfere with Employee’s ability to participate in any investigation or proceeding conducted by such agency; provided, however, that Employee hereby waives any right to recover monetary damages or any other form of personal relief from the Releasees to the extent any such charge, complaint, investigation or proceeding asserts a claim subject to the release in this Agreement.
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IN WITNESS HEREOF, THE PARTIES HAVE AGREED AND AFFIXED THEIR SIGNATURES BELOW:
CAMBRIDGE TRUST COMPANY
By: /s/ Pilar Pueyo |
| Date: 12/30/2022 |
CAMBRIDGE BANCORP
By: /s/ Michael Carotenuto |
| Date: 12/30/2022 |
EMPLOYEE
/s/ Jennifer A. Pline |
| Date: 12/30/2022 |
Jennifer A. Pline |
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