Exhibit 10.2
CHANGE IN CONTROL AGREEMENT
AGREEEMENT made and entered into as of this 27th day of March, 2006 by and
between The First National Bank of Ipswich, a national banking association
having its principal place of business in Ipswich, Massachusetts ("Bank"), and
John P. DiIorio, Jr. of Andover, Massachusetts (the "Employee").
WITNESSETH THAT:
1. Salary; Benefits: Employee's annual base salary and the benefits to
which he is entitled are described on Exhibit A attached hereto.
2. Payments Upon Termination After Change in Control. If the employment
of the Employee is terminated for any reason within twelve (12)
months following a Change in Control (as hereinafter defined) other
than (i) for Cause (as defined below), or (ii) on account of
Employee's death, disability or retirement from the Bank, then in
any such case the Bank shall continue to pay to the Employee, or to
his personal representatives in case of his death, the Employee's
base salary in effect as of the date of such termination (which
shall not include any bonus) for the twenty-four (24) month period
following the date of such termination.
A "Change in Control" shall occur if the Raymond Family shall cease
to own, in the aggregate, at least 51% of the common stock of First
Ipswich Bancorp ("Bancorp") or, if applicable, at least 51% of the
common stock of the surviving entity in any merger, consolidation or
reorganization to which Bancorp is a party, the entity to which all
or substantially all of the assets of the Bank or Bancorp are sold,
or the entity which assumes all or substantially of the deposits of
the Bank. The "Raymond Family" shall mean Neil St. John Raymond, his
spouse, issue and their spouses, and trusts of which any of the
described persons is a beneficiary, which shall include trusts or
custodianship arrangements under retirement plans, and custodian,
nominee, agency or similar arrangements created by or which benefit
any of the described persons.
Termination of the Employee's employment shall be for "Cause" if:
(i) The Employee is convicted by a court of competent jurisdiction
of any criminal offense involving dishonesty or breach of
trust;
(ii) The Employee shall commit an act of fraud;
(iii) The Employee refuses to perform the duties reasonably assigned
to him by the Board of Directors of the Bank, which failure or
breach continues for more than ten (10) days after written
notice given to the Employee, such notice set forth in
reasonable detail the nature of such refusal: or
(iv) The Employee engages in willful misconduct, which is
materially injurious to the Bank or its affiliates, monetarily
or otherwise.
Notwithstanding any other terms of this Agreement, the Employee
agrees and acknowledges that the payments provided for in this
Section 2 shall satisfy in full any and all obligations and
liability of the Bank arising as a result of or in connection with
the Employee's involuntary termination (other than for Cause).
Notwithstanding anything in this Agreement to the contrary, nothing
in this Agreement shall obligate the Bank to make any payments that
are otherwise prohibited by the laws and regulations applicable to
national banks, including without limitation 12 C.F.R. Part 359;
provided, however, that the Employee shall be entitled to payment to
the extent and in the amount not otherwise prohibited by 12 C.F.R.
Part. 359.
3. No Solicitation of Employees. At all times while Employee is
employed by the Bank, and for a period of one (1) year thereafter,
or the period (if any) during which the Bank is paying the Employee
pursuant to Section 2 hereof, whichever is longer, the Employee
shall not, directly or indirectly, employ, attempt to employ,
recruit or otherwise solicit, induce or influence any employee of
the Bank or any subsidiary or affiliate of Bank to leave his or her
employment.
4. No Disclosure of Information. The Employee shall not at any time
divulge, use, furnish, disclose or make accessible to anyone other
than the Bank, or as applicable its subsidiaries and affiliates, any
knowledge or information with respect to confidential or secret
data, procedures or techniques of the Bank, its subsidiaries or
affiliates, provided, however, that nothing in this Section 4 shall
prevent the disclosure by the Employee of any such information which
at any time comes in to the public domain other than as a result of
the violation of the terms of this Section 4 by the Employee or
which is otherwise lawfully acquired by the Employee.
5. Notices. Notices under this Agreement shall be in writing and shall
be mailed by registered or certified mail, effective upon receipt,
addressed as follows:
(i) To the Bank:
The First National Bank of Ipswich
31 Market Street
Ipswich, Massachusetts 01938
Attn: Donald P. Gill, President
(ii) To the Employee:
John P. DiIorio, Jr.
14 Tilton Lane
Andover, Massachusetts 01810
Either party may be notice in writing changing the address to it or
him are to be addressed hereunder.
6. Miscellaneous.
(i) Entire Agreement. This Agreement constitutes the entire
Agreement between the parties concerning its subject matter
and may not be changed except by a writing duly executed and
delivered by the Bank and the Employee in the same manner as
the Agreement.
(ii) Governing Law. This Agreement is governed by and shall be
construed in accordance with the laws of the Commonwealth of
Massachusetts.
(iii) Amendment. This Agreement may be amended or modified only by a
written instrument signed y the Employee and by a duly
authorized representative of the Bank.
(iv) Miscellaneous. This is not a contract of employment, and does
not confer upon employee any right to employment or to
continued employment.
(v) 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 the
Agreement, or the application of such portion or provisions 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.
IN WITNESS WHEREOF, the parties hereto have executed the within
instrument as a sealed document as of the date first above written.
ATTEST: THE FIRST NATIONAL BANK
OF IPSWICH
/s/ Tammy Hartmann By: /s/ Donald P. Gill
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Tammy Hartmann, Clerk Donald P. Gill, President
/s/ John P. DiIorio, Jr.
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John P. DiIorio, Jr.