Berkshire Hills Bancorp Inc Sample Contracts

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Merger Agreement • December 17th, 2004 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • Delaware
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UNDERWRITING AGREEMENT
Underwriting Agreement • May 25th, 2017 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • New York

Berkshire Hills Bancorp, Inc., a Delaware corporation (the “Company”), confirms its agreement with Sandler O’Neill & Partners, L.P. (“Sandler O’Neill” or an “Underwriter”) and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Sandler O’Neill is acting as representative (in such capacity, the “Representative”) with respect to (i) the sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of 4,637,690 shares of common stock, $0.01 par value per share, of the Company (“Common Stock”), and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 695,653 additional shares of Common Stock. The aforesaid 4,637,690 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriter

Common Stock (par value $10 per share)
Agency Agreement • April 25th, 2000 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • New York
BERKSHIRE HILLS BANCORP INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 30, 2022 SUBORDINATED DEBT SECURITIES
Indenture • June 30th, 2022 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • New York
AGREEMENT
Retirement Agreement • March 11th, 2004 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered
BERKSHIRE HILLS BANCORP, INC. and as Trustee INDENTURE Dated as of [_______________ __, _____] SENIOR DEBT SECURITIES
Indenture • March 20th, 2020 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • New York
PURCHASE AND ASSUMPTION AGREEMENT dated as of DECEMBER 2, 2020 between BERKSHIRE BANK and INVESTORS BANK
Purchase and Assumption Agreement • December 2nd, 2020 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • New Jersey

This PURCHASE AND ASSUMPTION AGREEMENT, dated as of December 2, 2020 (this “Agreement”), between Berkshire Bank, a trust company organized under the laws of the Commonwealth of Massachusetts, with its principal office located in Pittsfield, Massachusetts (“Seller”), and Investors Bank, a commercial bank organized under the laws of the State of New Jersey, with its principal office located in Short Hills, New Jersey (“Purchaser”).

BERKSHIRE HILLS BANCORP, INC. and as Trustee INDENTURE Dated as of [_______________ __, _____] SENIOR DEBT SECURITIES
Indenture • March 2nd, 2023 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • New York
Berkshire Hills Bancorp, Inc.
Underwriting Agreement • June 29th, 2022 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • New York

Berkshire Hills Bancorp, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms set forth herein (this “Agreement”) $100,000,000 aggregate principal amount of the Company’s 5.50% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “Securities”). The Securities will be issued pursuant to an indenture, to be dated as of the Closing Time (as defined below) (the “Base Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture thereto relating to the Securities, to be dated as of the Closing Time, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Keefe, Bruyette & Woods, Inc. (“KBW”) and PNC Capital Markets LLC (“PNC”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Repre

AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 11, 2018 BY AND BETWEEN BERKSHIRE HILLS BANCORP, INC. AND SI FINANCIAL GROUP, INC.
Merger Agreement • December 11th, 2018 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • Delaware

This is an Agreement and Plan of Merger, dated as of the 11th day of December, 2018 (“Agreement”), by and between Berkshire Hills Bancorp, Inc., a Delaware corporation (“Purchaser”), and SI Financial Group, Inc., a Maryland corporation (the “Company”).

BERKSHIRE BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT FOR NITIN J. MHATRE
Supplemental Executive Retirement Agreement • April 2nd, 2021 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • Massachusetts

THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT FOR NITIN J. MHATRE (the “Agreement”), effective as of April 1, 2021, is hereby entered into by Berkshire Bank (the “Bank”) and Nitin J. Mhatre (“Executive”).

BERKSHIRE HILLS BANCORP, INC. BERKSHIRE BANK AMENDED AND RESTATED THREE YEAR CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 16th, 2011 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • Massachusetts

This Amended and Restated Three Year Change in Control Agreement (the “Agreement”) is made effective as of October 1, 2008, by and among Berkshire Hills Bancorp, Inc. (the “Company”), a corporation organized under the laws of the State of Delaware, and its wholly-owned subsidiary, Berkshire Bank (the “Bank”), a state chartered savings Bank with its principal administrative offices at 24 North Street, Pittsfield, Massachusetts 01201, and Linda A. Johnston (“Executive”).

FORM OF BERKSHIRE BANK EMPLOYMENT AGREEMENT
Employment Agreement • March 10th, 2000 • Berkshire Hills Bancorp Inc • Massachusetts
BERKSHIRE HILLS BANCORP, INC., Company, AND WILMINGTON TRUST, NATIONAL ASSOCIATION, Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of June 30, 2022 TO INDENTURE Dated as of June 30, 2022
First Supplemental Indenture • June 30th, 2022 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • New York

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of June 30, 2022 (this “Supplemental Indenture”), between Berkshire Hills Bancorp, Inc., a Delaware corporation having an address at 60 State Street, Boston, MA 02109 (hereinafter called the “Company,” which term shall include any successors pursuant to the terms of this Supplemental Indenture), and Wilmington Trust, National Association, a national banking association having a corporate trust office at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, as trustee (hereinafter called the “Trustee”).

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BERKSHIRE HILLS BANCORP, INC. and as Trustee INDENTURE Dated as of [_______________ __, _____] SUBORDINATED DEBT SECURITIES
Indenture • March 2nd, 2023 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • New York
BERKSHIRE HILLS BANCORP, INC. BERKSHIRE BANK THREE-YEAR EXECUTIVE CHANGE IN CONTROL AGREEMENT
Executive Change in Control Agreement • September 23rd, 2016 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • Massachusetts

This Three-Year Executive Change in Control Agreement (the “Agreement”) is made effective as of September 22, 2016, by and among Berkshire Hills Bancorp, Inc. (the “Company”), a corporation organized under the laws of the State of Delaware, and its wholly-owned subsidiary, Berkshire Bank (the “Bank”), a state chartered trust company with its principal administrative offices at 24 North Street, Pittsfield, Massachusetts 01201 and James M. Moses (the “Executive”).

BERKSHIRE BANK THREE YEAR CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 17th, 2008 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • Massachusetts

This AGREEMENT is made effective as of February 16, 2006, by and among Berkshire Bank (the “Institution”), a state chartered savings institution with its principal administrative offices at 24 North Street, Pittsfield, Massachusetts 01201, Berkshire Hills Bancorp, Inc. (the “Holding Company”), a corporation organized under the laws of the state of Delaware, which is the stock holding company of the Institution, and Michael J. Oleksak (“Executive”).

HAMPDEN BANK AMENDED AND RESTATED DIRECTOR RETIREMENT AGREEMENT
Director Retirement Agreement • November 9th, 2015 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • Massachusetts

This AMENDED & RESTATED DIRECTOR RETIREMENT AGREEMENT (this “Agreement”) is adopted this 29th day of July, 2008 by and between HAMPDEN BANK, a state- savings bank located in Springfield, Massachusetts (the “Bank”), and Richard Suski (the “Director”). This Agreement amends and restates the prior Amended and Restated Director Supplemental Retirement Plan Agreement between the Bank and the Director dated January 1, 2008 (the “Prior Agreement”). The parties intend this amended and restated Agreement to be a material modification of the Prior Agreement such that all amounts earned and vested prior to December 31, 2004 shall be subject to the provisions of Code Section 409A.

BERKSHIRE HILLS BANCORP, INC. THREE YEAR CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 17th, 2008 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • Delaware

This AGREEMENT is made effective as of August 1, 2007, by and between Berkshire Hills Bancorp, Inc. (the "Holding Company"), a corporation organized under the laws of the state of Delaware, with its principal administrative offices at 24 North Street, Pittsfield, Massachusetts 01201, and Kevin P. Riley ("Executive"). Any reference to the “Institution” herein shall mean Berkshire Bank or any successor to Berkshire Bank.

THREE-YEAR EMPLOYMENT AGREEMENT
Three-Year Employment Agreement • March 22nd, 2024 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • Massachusetts

This Three-Year Employment Agreement (the “Agreement”) is made and entered into as of March 21, 2024 (the “Execution Date”), by and among Berkshire Hills Bancorp, Inc. (the “Company”), a corporation organized under the laws of the State of Delaware, and its wholly-owned subsidiary, Berkshire Bank (the “Bank”), a Massachusetts state-chartered trust company, both with their principal executive offices at 60 State Street, 38th Floor, Boston, Massachusetts 02109 and Nitin J. Mhatre (the “Executive”).

SETTLEMENT AGREEMENT
Settlement Agreement • January 26th, 2015 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • Massachusetts

This Settlement Agreement, dated as of January 23, 2015 (this “Agreement”), is by and among Hampden Bancorp, Inc. (“Hampden”), Berkshire Hills Bancorp, Inc. (“Berkshire”) and Clover Partners, L.P., MHC Mutual Conversion Fund, L.P., Clover Investments, L.L.C., Michael C. Mewhinney, Johnny Guerry, and Garold R. Base (collectively, the “Clover Group,” and individually a “member” of the Clover Group).

Letterhead of Berkshire Hills Bancorp, Inc.]
Securities Purchase Agreement • January 6th, 2009 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered

Michael P. Daly President and Chief Executive Officer c/o Berkshire Hills Bancorp, Inc. 24 North Street Pittsfield, Massachusetts 01201

BERKSHIRE HILLS BANCORP, INC. BERKSHIRE BANK THREE YEAR CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 16th, 2010 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • Massachusetts

This Change in Control Agreement (the “Agreement”) is made effective as of February 1, 2010, by and among Berkshire Hills Bancorp, Inc., (the “Company”), a corporation organized under the laws of the State of Delaware, and its wholly-owned subsidiary, Berkshire Bank (the “Bank”), a state chartered savings Bank with its principal administrative offices at 24 North Street, Pittsfield, Massachusetts 01201, and Richard M. Marotta (“Executive”).

AGREEMENT AND PLAN OF MERGER by and among BERKSHIRE HILLS BANCORP, INC., Commerce Acquisition Sub, Inc. and BROOKLINE BANCORP, INC. Dated as of December 16, 2024
Merger Agreement • December 16th, 2024 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of December 16, 2024 (this “Agreement”), by and among Berkshire Hills Bancorp, Inc., a Delaware corporation (“Berkshire”), Commerce Acquisition Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Berkshire (“Commerce Acquisition Sub, Inc.”), and Brookline Bancorp, Inc., a Delaware corporation (“Brookline”).

Mr. Plungis's Employment is the same as the Employment Agreement in Exhibit 10.3, which is incorporated herein by reference except as to: (i) the name of the Executive, which is Charles F. Plungis, Jr.; (ii) the position in Section 1, which is Senior...
Employment Agreement • March 29th, 2001 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered

Mr. Plungis's Employment is the same as the Employment Agreement in Exhibit 10.3, which is incorporated herein by reference except as to: (i) the name of the Executive, which is Charles F. Plungis, Jr.; (ii) the position in Section 1, which is Senior Vice President, Treasurer and Chief Financial Officer; and (iii) the amount of the base salary in Section 3(a), which is $140,750.

Performance-based Restricted Stock Award Granted by BERKSHIRE HILLS BANCORP, INC. under the BERKSHIRE HILLS BANCORP, INC.
Restricted Stock Award Agreement • September 26th, 2019 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • Massachusetts

This Restricted Stock Award Agreement (the “Restricted Stock Award” or this “Agreement”) is and will be subject in every respect to the provisions of the 2018 Equity Incentive Plan (the “Plan”) of Berkshire Hills Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will

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