Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(c) On January 25, 2021, Berkshire Hills Bancorp, Inc. (the "Company") announced
the hiring of Nitin J. Mhatre, age 50, as President and Chief Executive Officer
of the Company and Chief Executive Officer of Berkshire Bank (the "Bank")
effective January 29, 2021. Mr. Mhatre will also serve as a member of the Board
of Directors of the Company and Bank (together, the "Board"). Prior to his
employment with the Company and the Bank, Mr. Mhatre served as Executive Vice
President of Webster Bank from October 2008, most recently as Executive Vice
President - Community Banking, to October 2020. Mr. Mhatre is not a party to
any transaction with the Company or the Bank that would require disclosure under
Item 404(a) of Securities and Exchange Commission Regulation S-K. The full text
of the press release is attached as Exhibit 99.1 to this Form 8-K and is
incorporated herein by reference.
Sean Gray, who has served as Acting Chief Executive Officer of the Company since
August 10, 2020, has been and will continue to serve as Senior Executive Vice
President of the Company and President and Chief Operating Officer of the Bank.
On January 21, 2021, the Company, the Bank and Mr. Mhatre entered into an
employment agreement, effective as of January 29, 2021, in connection with his
hiring as President and Chief Executive Officer of the Company and Chief
Executive Officer of the Bank (the "Employment Agreement"). The term of the
Employment Agreement is three years and the term may be extended by mutual
consent. The Employment Agreement provides that Mr. Mhatre will receive an
annual base salary of $725,000, and the base salary may be increased as the
Board deems appropriate. In addition to base salary, the Employment Agreement
provides for, among other things, participation in bonus programs and other
benefit plans and arrangements applicable to executive employees.
The Bank may terminate Mr. Mhatre's employment for "cause" (as defined in the
Employment Agreement) at any time, in which event he would have no right to
receive compensation or other benefits for any period after his termination of
employment. Certain events resulting in Mr. Mhatre's termination of employment
entitle him to severance benefits. In the event of Mr. Mhatre's involuntary
termination of employment without "cause" or in the event of a voluntary
termination for "good reason" (as defined in the Employment Agreement), Mr.
Mhatre would become entitled to a severance payment in the form of a cash lump
sum equal to the base salary and the greater of (i) the average cash incentive
earned in the prior three years,
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or (ii) the cash incentive which Mr. Mhatre would have earned during the
remaining unexpired term of the agreement. In addition, he and his dependents
would become entitled, at no expense to him, to the continuation of non-taxable
medical and dental coverage for the remaining unexpired term of the Employment
Agreement, or if the coverage is not permitted by applicable law or if providing
the benefits would subject the Bank to penalties, he will receive a cash lump
sum payment equal to the value of the benefits.
In the event of a "change in control" (as defined in the Employment Agreement)
of the Company or Bank followed within twenty-four months by the executive's
involuntary termination of employment for a reason other than for cause or upon
his voluntary termination for good reason, Mr. Mhatre would become entitled to a
severance payment in the form of a cash lump sum equal to three times his base
salary and three times the greater of the (i) average cash incentive earned in
the prior three calendar years, or (ii) the cash incentive that would be paid at
target for the fiscal year in which such termination occurs and full vesting of
any equity awards. In addition, he would become entitled, at no expense to him,
to the continuation of life insurance and non-taxable medical and dental
coverage for thirty-six (36) months following his termination of employment, or
if the coverage is not permitted by applicable law or if providing the benefits
would subject the Bank to penalties, he will receive a cash lump sum payment
equal to the value of the benefits.
Upon termination of the executive's employment (other than following a change in
control), he will be subject to certain restrictions on his ability to compete
or to solicit business or employees of the Bank and the Company for a period of
one year following his termination of employment. The Employment Agreement also
includes provisions protecting the Company's and Bank's confidential business
information.
The foregoing description of the Employment Agreement does not purport to be
complete and it is qualified in its entirety by reference to the Employment
Agreement attached hereto as Exhibit 10.1 of this Current Report on Form 8-K,
and is incorporated by reference into this Item 5.02.
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Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Shell Company Transactions. Not applicable.
(d) Exhibits.
Exhibit No. Description
10.1 Employment Agreement between Berkshire Hills Bancorp, Inc., Berkshire
Bank and Nitin J. Mhatre dated January 21, 2021
99.1 Press Release dated January 25, 2021
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