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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): January 1, 2005
FIRST IPSWICH BANCORP
(Exact name of registrant as specified in its charter)
Massachusetts 333-114018 04-2955061
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
31 Market Street, Ipswich, Massachusetts 01938
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 356-3700
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communication pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
Effective as of January 1, 2005, The First National Bank of Ipswich, a
national bank (the "Bank") and the wholly-owned subsidiary of First Ipswich
Bancorp (the "Company"), entered into a Non-Competition, Confidentiality and
Severance Agreement with Russell G. Cole, the President of the Northern Division
of the Bank. The agreement provides for the payment of two years of severance
pay if Mr. Cole is terminated within twelve months following a "change in
control" of the Bank (as defined in the agreement) for any reason other than on
account of "cause" (as defined in the agreement) or on account of death,
disability or retirement. While employed by the Bank and for a period of
one-year thereafter or the period of the severance payments, whichever is
longer, Mr. Cole may not (i) solicit or induce any employee of the Bank or any
subsidiary or affiliate of the Bank to leave his or her employment, or (ii)
compete with the Bank or any subsidiary or affiliate of the Bank in any city or
town in which the Bank or any subsidiary or affiliate operates, or within any
contiguous city or town.
Effective as of January 1, 2005, Ipswich Capital Investment Corp., a
Massachusetts corporation ("Ipswich Capital"), and the wholly-owned subsidiary
of the Bank and the Company, entered into an Employment Agreement with Peter M.
Whitman, Jr., President of Ipswich Capital. The agreement has an initial term of
one-year and automatically renews on December 31, 2005, and each anniversary
thereof unless prior notice is given by either party. Pursuant to the terms of
the agreement, Mr. Whitman will receive an annual base salary in the amount of
$190,000, subject to upward adjustments in the discretion of Ipswich Capital.
Mr. Whitman will also be entitled to an annual bonus based on the earnings
performance of Ipswich Capital. If employment is involuntarily terminated by
Ipswich Capital for any reason other than "cause" (as defined in the agreement),
Ipswich Capital is required to make additional payments to Mr. Whitman based on
a calculation that considers the increase in the fair market value of Ipswich
Capital during the period of Mr. Whitman's employment under the agreement. In
such case, Mr. Whitman will also be paid up to one-year of salary and benefits,
depending on the timing and circumstances surrounding the termination. During
the term of the agreement and for various periods thereafter, Mr. Whitman may
not compete with Ipswich Capital or solicit its customers or employees.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST IPSWICH BANCORP
By: /s/ Donald P. Gill
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Donald P. Gill
President and C.E.O.
Date: March 16, 2005