Exhibit 10
Change in Control Agreements with Executive Officers
WASHINGTON TRUST BANCORP, INC.
23 BROAD STREET
WESTERLY, RHODE ISLAND 02891
In the first quarter of 2000, the Registrant revised its Change of Control
Agreement with its executive officers. The form of Agreement contains blanks
where the multiple of the executive's base amount and the term of continued
benefits provided under the Agreement vary for certain executives. The executive
officers who entered into the Agreement, the multiple of the executive's base
amount and the term of continued benefits provided under the Agreement are
listed in the following chart:
Number of Times Term of
Base Amount Continued Benefits
Executive Officer (Section 4 a) (Section 4 b & c)
- ----------------------------------------------------------------------- --------------------- -----------------------
John C. Warren
Chairman and Chief Executive Officer 3 times 36 months
John F. Treanor
President and Chief Operating Officer 2 times 24 months
David V. Devault
Executive Vice President, Treasurer and Chief Financial Officer 2 times 24 months
Harvey C. Perry II
Senior Vice President and Secretary 2 times 24 months
Stephen M. Bessette
Senior Vice President - Retail Lending 1 time 12 months
Vernon F. Bliven
Senior Vice President - Human Resources 1 time 12 months
William D. Gibson
Senior Vice President - Credit Administration 1 time 12 months
Joseph E. LaPlume (1)
Senior Vice President and Regional Manager 1 time 12 months
Barbara J. Perino
Senior Vice President - Operations and Technology 1 time 12 months
B. Michael Rauh, Jr.
Senior Vice President - Retail Banking 1 time 12 months
James M. Vesey
Senior Vice President - Commercial Lending 1 time 12 months
<FN>
(1) For this executive officer, this agreement supercedes and fully replaces
any previous executive severance agreement (but not the Employment
Agreement between the executive and The Washington Trust Company dated
February 22, 1999).
</FN>
Executive Severance Agreement
AGREEMENT made as of this 10th day of February, 2000 by and among
Washington Trust Bancorp, Inc., a Rhode Island corporation with its principal
place of business in Westerly, Rhode Island (the "Corporation"), Washington
Trust Company of Westerly, a Rhode Island banking corporation with its principal
place of business in Westerly, Rhode Island (the "Bank") and
________________________________________ of ___________________ (the
"Executive"), an individual presently employed as an executive of the Bank.
1. Purpose. The Corporation considers it essential to the best
interests of its stockholders to foster the continuous employment of key
management personnel employed by the Bank. The Board of Directors of the
Corporation (the "Board") recognizes, however, that, as is the case with many
publicly held corporations, the possibility of a Change in Control (as defined
in Section 2 hereof) exists and that such possibility, and the uncertainty and
questions which it may raise among management, may result in the departure or
distraction of management personnel to the detriment of the Corporation and its
stockholders. Therefore, the Board has determined that appropriate steps should
be taken to reinforce and encourage the continued attention and dedication of
members of the Corporation and the Bank's management, including the Executive,
to their assigned duties without distraction in the face of potentially
disturbing circumstances arising from the possibility of a Change in Control.
Nothing in this Agreement shall be construed as creating an express or implied
contract of employment and, except as otherwise agreed in writing between the
Executive and the Corporation and/or the Bank, the Executive shall not have any
right to be retained in the employ of the Corporation and/or the Bank.
2. Change in Control. For purposes of this Plan, a "Change in Control"
shall mean the occurrence of any one of the following events:
(a) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")), of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of the then outstanding shares of common stock of the
Corporation (the "Outstanding Corporation Common Stock"); provided,
however, that any acquisition by the Corporation or its subsidiaries,
or any employee benefit plan (or related trust) of the Corporation or
its subsidiaries of 20% or more of Outstanding Corporation Common Stock
shall not constitute a Change in Control; and provided, further, that
any acquisition by a corporation with respect to which, following such
acquisition, more than 50% of the then outstanding shares of common
stock of such corporation, is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities
who were the beneficial owners of the Outstanding Corporation Common
Stock immediately prior to such acquisition in substantially the same
proportion as their ownership, immediately prior to such acquisition,
of the Outstanding Corporation Common Stock, shall not constitute a
Change in Control; or
(b) Individuals who, as of the date of this Agreement,
constitute the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board, provided that any
individual becoming a director subsequent to the date of this Agreement
whose election, or nomination for election by the Corporation's
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office is in connection with either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a
person other than the Board; or
(c) Consummation by the Corporation of (i) a reorganization,
merger or consolidation, in each case, with respect to which all or
substantially all of the individuals and entities who were the
beneficial owners of the Outstanding Corporation Common Stock
immediately prior to such reorganization, merger or consolidation do
not, following such reorganization, merger or consolidation,
beneficially own, directly or indirectly, more than 40% of the then
outstanding shares of common stock of the corporation resulting from
such a reorganization, merger or consolidation; (ii) a reorganization,
merger or consolidation, in each case, (A) with respect to which all or
substantially all of the individuals and entities who were the
beneficial owners of the Outstanding Corporation Common Stock
immediately prior to such reorganization, merger or consolidation,
following such reorganization, merger or consolidation, beneficially
own, directly or indirectly, more than 40% but less than 50% of the
then outstanding shares of common stock of the corporation resulting
from such a reorganization, merger or consolidation, (B) at least a
majority of the directors then constituting the Incumbent Board do not
approve the transaction and do not designate the transaction as not
constituting a Change in Control, and (C) following the transaction
members of the then Incumbent Board do not continue to comprise at
least a majority of the Board; or (iii) the sale or other disposition
of all or substantially all of the assets of the Corporation, excluding
a sale or other disposition of assets to a subsidiary of the
Corporation; or
(d) Consummation by the Bank of (i) a reorganization, merger
or consolidation, in each case, with respect to which, following such
reorganization, merger or consolidation, the Corporation does not
beneficially own, directly or indirectly, more than 50% of the then
outstanding shares of common stock of the corporation or bank resulting
from such a reorganization, merger or consolidation or (ii) the sale or
other disposition of all or substantially all of the assets of the
Bank, excluding a sale or other disposition of assets to the
Corporation or a subsidiary of the Corporation.
3. Terminating Event. A "Terminating Event" shall mean any of the
events provided in this Section 3 occurring:
(a) within 13 months following a Change in Control,
termination by the Corporation and/or the Bank of the employment of the
Executive with the Corporation and/or the Bank for any reason other
than for Cause or the death or disability (as determined under the
Corporation's and/or the Bank's then existing long-term disability
coverage) of the Executive. "Cause" shall mean, and shall be limited
to, the occurrence of any one or more of the following events:
(i) a willful act of dishonesty by the Executive with
respect to any material matter involving the Corporation
and/or the Bank; or
(ii)conviction of the Executive of a crime involving
moral turpitude;
(iii) the gross or willful failure by the Executive
(other than any such failure after the Executive gives notice
of termination for Good Reason) to substantially perform the
Executive's duties with the Corporation and/or the Bank and
the continuation of such failure for a period of 30 days after
delivery by the Corporation and/or the Bank to the Executive
of written notice specifying the scope and nature of such
failure and their intention to terminate the Executive for
Cause.
A Terminating Event shall not be deemed to have occurred
pursuant to this Section 3(a) solely as a result of the Executive being
an employee of any direct or indirect successor to the business or
assets of the Corporation and/or the Bank, rather than continuing as an
employee of the Corporation and/or the Bank following a Change in
Control. In any proceeding, judicial or otherwise, the Corporation
and/or the Bank shall have the burden of proving by clear and
convincing evidence that the termination of employment was for "Cause."
For purposes of clauses (i) and (iii) of this Section 3(a), no act, or
failure to act, on the Executive's part shall be deemed "willful"
unless done, or omitted to be done, by the Executive without reasonable
belief that the Executive's act, or failure to act, was in the best
interest of the Corporation and/or the Bank; or
(b) within 12 months following a Change in Control,
termination by the Executive of the Executive's employment with the
Corporation and/or the Bank for Good Reason. "Good Reason" shall mean
the occurrence of any of the following events:
(i) a substantial adverse change, not consented to by
the Executive, in the nature or scope of the Executive's
responsibilities, authorities, powers, position, functions, or
duties from the responsibilities, authorities, powers,
position, functions, or duties exercised by the Executive
immediately prior to the Change in Control; or
(ii)a reduction in the Executive's annual base salary
as in effect on the date hereof or as the same may be
increased from time to time except for across-the-board salary
reductions similarly affecting all or substantially all
management employees; or
(iii) the failure by the Corporation and/or the Bank
to pay to the Executive any portion of his compensation or to
pay to the Executive any portion of an installment of deferred
compensation under any deferred compensation program of the
Corporation and/or the Bank within 15 days of the date such
compensation is due without prior written consent of the
Executive; or
(iv) the relocation of the Corporation's and/or the
Bank's offices at which the Executive is principally employed
immediately prior to the date of a Change in Control to a
location more than 50 miles from such offices, or the
requirement by the Corporation and/or the Bank for the
Executive to be based anywhere other than the Corporation's
and/or the Bank's offices at such location, except for
required travel on the Corporation's and/or the Bank's
business to an extent substantially consistent with the
Executive's business travel obligations immediately prior to
the Change in Control;
(v) the failure by the Corporation and/or the Bank to
(A) continue in effect any material compensation or benefit
plan or program (including, without limitation, any life
insurance, medical, health and accident or disability plan and
any vacation program or policy) in which the Executive
participates or which is applicable to the Executive
immediately prior to the Change in Control, unless an
equitable arrangement (embodied in an ongoing substitute or
alternate plan) has been made with respect to such plan or
program, or (B) continue the Executive's participation therein
(or in such substitute or alternate plan) on a basis not
materially less favorable, both in terms of the amount of
benefits provided and the level of the Executive's
participation relative to other participants, than the basis
existing immediately prior to the Change in Control; or
(vi)the failure by the Corporation and/or the Bank to
obtain an effective agreement from any successor to assume and
agree to perform this Agreement, as required by Section 16; or
(c) after 12 months following a Change in Control but within
13 months following a Change in Control, termination by the Executive
of the Executive's employment with the Corporation and/or the Bank for
any reason or for no reason.
4. Special Termination Payments. In the event a Terminating Event
occurs,
(a) the Corporation and/or the Bank shall pay to the
Executive an amount equal to the sum of the following:
(i) ________ times the amount of the then current
annual base salary of the Executive, determined prior to any
reductions for pre-tax contributions to a cash or deferred
arrangement, a cafeteria plan, or a deferred compensation
plan; and
(ii)________ times the Executive's highest bonus paid
in the two years prior to the Change in Control.
The foregoing amount shall be paid in one lump sum payment
within thirty days after the Date of Termination; and
(b) the Corporation and/or the Bank shall continue to provide
health, dental and life insurance to the Executive, on the same terms
and conditions as though the Executive had remained an active employee,
for ______ months after the Terminating Event;
(c) the Corporation and/or the Bank shall provide the
Executive with _______ months of additional benefit accrual under the
Bank's supplemental retirement plan, but only to the extent the
Executive was eligible to participate in such plan immediately prior to
the Change in Control; and
(d) the Corporation and/or the Bank shall pay to the Executive
all reasonable legal and arbitration fees and expenses incurred by the
Executive in obtaining or enforcing any right or benefit provided by
this Agreement, except in cases involving frivolous or bad faith
litigation initiated by the Executive.
5. Additional Benefits.
(a) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any
compensation, payment or distribution by the Corporation and/or the
Bank to or for the benefit of the Executive, whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise (the "Severance Payments"), would be subject to the excise
tax imposed by Section 4999 of the Internal Revenue Code of 1986, as
amended (the "Code"), or any interest or penalties are incurred by the
Executive with respect to such excise tax (such excise tax, together
with any such interest and penalties, are hereinafter collectively
referred to as the "Excise Tax"), then the Executive shall be entitled
to receive an additional payment (a "Gross-Up Payment") such that the
net amount retained by the Executive, after deduction of any Excise Tax
on the Severance Payments, any Federal, state, and local income tax,
employment tax and Excise Tax upon the payment provided by this
subsection, and any interest and/or penalties assessed with respect to
such Excise Tax and not after the deduction of any other taxes or
amounts, shall be equal to the Severance Payments. (The Gross-Up
Payment is not intended to compensate the Executive for any income
taxes payable with respect to the Severance Payments.)
(b) Subject to the provisions of Section 5(c), all
determinations required to be made under this Section 5, including
whether a Gross-Up Payment is required and the amount of such Gross-Up
Payment, shall be made by a nationally recognized accounting firm
selected by the Corporation and/or the Bank (the "Accounting Firm"),
which shall provide detailed supporting calculations both to the
Executive and the Corporation and/or the Bank within 15 business days
of the Date of Termination, if applicable, or at such earlier time as
is reasonably requested by the Executive or the Corporation and/or the
Bank. For purposes of determining the amount of the Gross-Up Payment,
the Executive shall be deemed to pay federal income taxes at the
highest marginal rate of federal income taxation applicable to
individuals for the calendar year in which the Gross-Up Payment is to
be made, and state and local income taxes at the highest marginal rates
of individual taxation in the state and locality of the Executive's
residence on the Date of Termination, net of the maximum reduction in
federal income taxes which could be obtained from deduction of such
state and local taxes. The initial Gross-Up Payment, if any, as
determined pursuant to this Section 5(b), shall be paid to the
Executive within five days of the receipt of the Accounting Firm's
determination. If the Accounting Firm determines that no Excise Tax is
payable by the Executive, the Corporation and/or the Bank shall furnish
the Executive with an opinion of counsel that failure to report the
Excise Tax on the Executive's applicable federal income tax return
would not result in the imposition of a negligence or similar penalty.
Any determination by the Accounting Firm shall be binding upon the
Executive and the Corporation and/or the Bank. As a result of the
uncertainty in the application of Section 4999 of the Code at the time
of the initial determination by the Accounting Firm hereunder, it is
possible that Gross-Up Payments which will not have been made by the
Corporation and/or the Bank should have been made (an "Underpayment").
In the event that the Corporation and/or the Bank exhaust its remedies
pursuant to Section 5(c) and the Executive thereafter is required to
make a payment of any Excise Tax, the Accounting Firm shall determine
the amount of the Underpayment that has occurred, consistent with the
calculations required to be made hereunder, and any such Underpayment,
and any interest and penalties imposed on the Underpayment and required
to be paid by the Executive in connection with the proceedings
described in Section 5(c), shall be promptly paid by the Corporation
and/or the Bank to or for the benefit of the Executive.
(c) The Executive shall notify the Corporation and/or the Bank
in writing of any claim by the Internal Revenue Service that, if
successful, would require the payment by the Corporation and/or the
Bank of the Gross-Up Payment. Such notification shall be given as soon
as practicable but no later than 10 business days after the Executive
knows of such claim and shall apprise the Corporation and/or the Bank
of the nature of such claim and the date on which such claim is
requested to be paid. The Executive shall not pay such claim prior to
the expiration of the 30-day period following the date on which he
gives such notice to the Corporation and/or the Bank (or such shorter
period ending on the date that any payment of taxes with respect to
such claim is due). If the Corporation and/or the Bank notifies the
Executive in writing prior to the expiration of such period that it
desires to contest such claim, provided that the Corporation and/or the
Bank has set aside adequate reserves to cover the Underpayment and any
interest and penalties thereon that may accrue, the Executive shall:
(i) give the Corporation and/or the Bank any
information reasonably requested by the Corporation and/or the
Bank relating to such claim,
(ii) take such action in connection with contesting
such claim as the Corporation and/or the Bank shall reasonably
request in writing from time to time, including, without
limitation, accepting legal representation with respect to
such claim by an attorney selected by the Corporation and/or
the Bank,
(iii) cooperate with the Corporation and/or the Bank
in good faith in order effectively to contest such claim, and
(iv) permit the Corporation and/or the Bank to
participate in any proceedings relating to such claim;
provided, however, that the Corporation and/or the Bank shall
bear and pay directly all costs and expenses (including
additional interest and penalties) incurred in connection with
such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or income
tax, including interest and penalties with respect thereto,
imposed as a result of such representation and payment of
costs and expenses. Without limitation on the foregoing
provisions of this Section 5(c), the Corporation and/or the
Bank shall control all proceedings taken in connection with
such contest and, at its sole option, may pursue or forego any
and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim
and may, at its sole option, either direct the Executive to
pay the tax claimed and sue for a refund or contest the claim
in any permissible manner, and the Executive agrees to
prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction
and in one or more appellate courts, as the Corporation and/or
the Bank shall determine; provided, however, that if the
Corporation and/or the Bank directs the Executive to pay such
claim and sue for a refund, the Corporation and/or the Bank
shall advance the amount of such payment to the Executive on
an interest-free basis and shall indemnify and hold the
Executive harmless, on an after-tax basis, from any Excise Tax
or income tax, including interest or penalties with respect
thereto, imposed with respect to such advance or with respect
to any imputed income with respect to such advance; and
further provided that any extension of the statute of
limitations relating to payment of taxes for the taxable year
of the Executive with respect to which such contested amount
is claimed to be due is limited solely to such contested
amount. Furthermore, the Corporation's and/or the Bank's
control of the contest shall be limited to issues with respect
to which a Gross-Up Payment would be payable hereunder and the
Executive shall be entitled to settle or contest, as the case
may be, any other issues raised by the Internal Revenue
Service or any other taxing authority.
(d) If, after the receipt by the Executive of an amount
advanced by the Corporation and/or the Bank pursuant to Section 5(c),
the Executive becomes entitled to receive any refund with respect to
such claim, the Executive shall (subject to the Corporation's and/or
the Bank's complying with the requirements of Section 5(c)) promptly
pay to the Corporation and/or the Bank the amount of such refund
(together with any interest paid or credited thereon after taxes
applicable thereto). If, after the receipt by the Executive of an
amount advanced by the Corporation and/or the Bank pursuant to Section
5(c), a determination is made that the Executive shall not be entitled
to any refund with respect to such claim and the Corporation and/or the
Bank does not notify the Executive in writing of its intent to contest
such denial of refund prior to the expiration of 30 days after such
determination, then such advance shall be forgiven and shall not be
required to be repaid and the amount of such advance shall offset, to
the extent thereof, the amount of Gross-Up Payment required to be paid.
6. Term. This Agreement shall take effect on the date first set forth
above and shall terminate upon the earliest of (a) the termination by the
Corporation and/or the Bank of the employment of the Executive for Cause; (b)
the resignation or termination of the Executive for any reason prior to a Change
in Control; or (c) the date which is 13 months and 1 day after a Change in
Control.
7. Withholding. All payments made by the Corporation and/or the Bank
under this Agreement shall be net of any tax or other amounts required to be
withheld by the Corporation and/or the Bank under applicable law.
8. Notice and Date of Termination; Disputes; Etc.
(a) Notice of Termination. After a Change in Control and
during the term of this Agreement, any purported termination of the
Executive's employment (other than by reason of death) shall be
communicated by written Notice of Termination from one party hereto to
the other party hereto in accordance with this Section 8. For purposes
of this Agreement, a "Notice of Termination" shall mean a notice which
shall indicate the specific termination provision in this Agreement
relied upon and the Date of Termination. Further, a Notice of
Termination for Cause is required to include a copy of a resolution
duly adopted by the affirmative vote of not less than two-thirds (2/3)
of the entire membership of the Board at a meeting of the Board (after
reasonable notice to the Executive and an opportunity for the
Executive, accompanied by the Executive's counsel, to be heard before
the Board) finding that, in the good faith opinion of the Board, the
termination met the criteria for Cause set forth in Section 3(a)
hereof.
(b) Date of Termination. "Date of Termination," with respect
to any purported termination of the Executive's employment after a
Change in Control and during the term of this Agreement, shall mean the
date specified in the Notice of Termination. In the case of a
termination by the Corporation and/or the Bank other than a termination
for Cause (which may be effective immediately), the Date of Termination
shall not be less than 30 days after the Notice of Termination is
given. In the case of a termination by the Executive, the Date of
Termination shall not be less than 15 days from the date such Notice of
Termination is given. Notwithstanding Section 3(a) of this Agreement,
in the event that the Executive gives a Notice of Termination to the
Corporation and/or the Bank, the Corporation and/or the Bank may
unilaterally accelerate the Date of Termination and such acceleration
shall not result in a second Terminating Event for purposes of Section
3(a) of this Agreement.
(c) No Mitigation. The Corporation and/or the Bank agrees
that, if the Executive's employment by the Corporation and/or the Bank
is terminated during the term of this Agreement, the Executive is not
required to seek other employment or to attempt in any way to reduce
any amounts payable to the Executive by the Corporation and/or the Bank
pursuant to Sections 4 and 5 hereof. Further, the amount of any payment
provided for in this Agreement shall not be reduced by any compensation
earned by the Executive as the result of employment by another
employer, by retirement benefits, by offset against any amount claimed
to be owed by the Executive to the Corporation and/or the Bank, or
otherwise.
(d) Settlement and Arbitration of Disputes. Any controversy or
claim arising out of or relating to this Agreement or the breach
thereof shall be settled exclusively by arbitration in accordance with
the laws of the State of Rhode Island by three arbitrators, one of whom
shall be appointed by the Corporation and/or the Bank, one by the
Executive, and the third by the first two arbitrators. If the first two
arbitrators cannot agree on the appointment of a third arbitrator, then
the third arbitrator shall be appointed by the American Arbitration
Association in Boston, Massachusetts. Such arbitration shall be
conducted in Rhode Island in accordance with the rules of the American
Arbitration Association for commercial arbitrations, except with
respect to the selection of arbitrators, which shall be as provided in
this Section 8(d). Judgment upon the award rendered by the arbitrators
may be entered in any court having jurisdiction thereof.
9. Assignment; Prior Agreements. Neither the Corporation, the Bank, nor
the Executive may make any assignment of this Agreement or any interest herein,
by operation of law or otherwise, without the prior written consent of the other
party, and without such consent any attempted transfer shall be null and void
and of no effect. This Agreement shall inure to the benefit of and be binding
upon the Corporation and the Bank and the Executive, as well as their respective
successors, executors, administrators, heirs and permitted assigns. In the event
of the Executive's death after a Terminating Event but prior to the completion
by the Corporation and/or the Bank of all payments due him under Sections 4 and
5 of this Agreement, the Corporation and/or the Bank shall continue such
payments to the Executive's beneficiary designated in writing to the Corporation
and/or the Bank prior to his death (or to his estate, if the Executive fails to
make such designation).
10. Enforceability. If any portion or provision of this Agreement shall
to any extent be declared illegal or unenforceable by a court of competent
jurisdiction, then the remainder of this Agreement, or the application of such
portion or provision in circumstances other than those as to which it is so
declared illegal or unenforceable, shall not be affected thereby, and each
portion and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.
11. Waiver. No waiver of any provision hereof shall be effective unless
made in writing and signed by the Executive and such officer as may be
specifically designated by the Board. The failure of any party to require the
performance of any term or obligation of this Agreement, or the waiver by any
party of any breach of this Agreement, shall not prevent any subsequent
enforcement of such term or obligation or be deemed a waiver of any subsequent
breach.
12. Notices. Any notices, requests, demands, and other communications
provided for by this Agreement shall be sufficient if in writing and delivered
in person or sent by registered or certified mail, postage prepaid, to the
Executive at the last address the Executive has filed in writing with the
Corporation and/or the Bank, or to the Corporation and/or the Bank at its main
offices, attention of the Board of Directors, with a copy to the Secretary of
the Corporation and/or the Bank, or to such other address as either party may
have furnished to the other in writing in accordance herewith, except that
notice of a change of address shall be effective only upon receipt.
13. Effect on Other Plans. An election by the Executive to resign after
a Change in Control under the provisions of this Agreement shall not be deemed a
voluntary termination of employment by the Executive for purposes of
interpreting the provisions of any of the Corporation's and/or the Bank's
benefit plans, programs or policies. Nothing in this Agreement shall be
construed to limit the rights of the Executive under the Corporation's and/or
the Bank's benefit plans, programs or policies.
14. Amendment. This Agreement may be amended or modified only by
a written instrument signed by the Executive and by a duly authorized
representative of the Corporation and/or the Bank.
15. Governing Law. This contract shall be construed under and be
governed in all respects by the laws of the State of Rhode Island.
16. Obligations of Successors. The Corporation and/or the Bank shall
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or
assets of the Corporation and/or the Bank to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the
Corporation and/or the Bank would be required to perform if no such succession
had taken place.
IN WITNESS WHEREOF, this Agreement has been executed as a sealed
instrument by the Corporation and the Bank by their duly authorized officers and
by the Executive, as of the date first above written.
WASHINGTON TRUST BANCORP, INC.
By:__________________________________
John C. Warren
Chairman & Chief Executive Officer
WASHINGTON TRUST COMPANY OF WESTERLY
By:__________________________________
John C. Warren
Chairman & Chief Executive Officer
_____________________________________
[Executive]