CHANGE IN CONTROL AGREEMENTChange in Control Agreement • September 19th, 2023 • Eastern Bankshares, Inc. • Savings institution, federally chartered • Massachusetts
This Change in Control Agreement (this “Agreement”) is made as of the 19th day of September, 2023, by and among Eastern Bankshares, Inc. (“Eastern Bankshares”), its wholly owned subsidiary, Eastern Bank (the “Bank”), and Denis Sheahan (the “Executive”), a resident of Massachusetts. Eastern Bankshares and the Bank are sometimes referred to collectively in this Agreement as “Eastern”. Eastern and the Executive are sometimes referred to individually in this Agreement as a “Party” and collectively as the “Parties”.
VOTING AGREEMENTVoting Agreement • September 19th, 2023 • Eastern Bankshares, Inc. • Savings institution, federally chartered • Massachusetts
VOTING AGREEMENT (“Agreement”), dated as of September __, 2023, by and among Eastern Bankshares, Inc., a Massachusetts corporation (“Buyer”), Citadel MS 2023, Inc., a Massachusetts corporation (“Merger Sub,” and together with Buyer, “Buyers”) and the undersigned holder (the “Shareholder”) of Common Stock, par value $1.00 per share (the “Common Stock”), of Cambridge Bancorp, a Massachusetts corporation (“Company”).
AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 19, 2023 BY AND AMONG EASTERN BANKSHARES, INC., EASTERN BANK, CITADEL MS 2023, INC., CAMBRIDGE BANCORP, AND CAMBRIDGE TRUST COMPANYAgreement and Plan of Merger • September 19th, 2023 • Eastern Bankshares, Inc. • Savings institution, federally chartered • Massachusetts
This AGREEMENT AND PLAN OF MERGER, dated as of September 19, 2023, is by and among Eastern Bankshares, Inc. (“Buyer”), Citadel MS 2023, Inc., a wholly owned subsidiary of Buyer (“Merger Sub”), Eastern Bank, a wholly owned subsidiary of Buyer (“Buyer Bank”), Cambridge Bancorp (“Company”), and Cambridge Trust Company, a wholly owned subsidiary of Company (“Company Bank”). Any capitalized term used in this Agreement and not otherwise defined has the meaning set forth in Article IX.
PERFORMANCE STOCK UNIT AWARD under the EASTERN BANKSHARES, INC.Performance Stock Unit Award • January 19th, 2022 • Eastern Bankshares, Inc. • Savings institution, federally chartered • Massachusetts
This performance-based restricted stock unit agreement (“Performance Stock Unit Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of Eastern Bankshares, Inc. (the “Company”), which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. The awards issued hereunder (“Awards”) shall be referred to as “Performance Stock Units.” A copy of the Plan and related prospectus have been provided or made available to each person granted a Performance Stock Unit Award pursuant to the Plan. The holder of this Performance Stock Unit Award (the “Participant”) hereby accepts this Performance Stock Unit 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 of Directors (the “Board”) will be f
Eastern Bankshares, Inc. Up to 175,375,000 shares of common stock (subject to increase up to 201,681,250 shares) SHARES ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT August 11, 2020Agency Agreement • August 17th, 2020 • Eastern Bankshares, Inc. • Savings institution, federally chartered • New York
RESTRICTED STOCK UNIT AWARD under the EASTERN BANKSHARES, INC.Restricted Stock Unit Award • January 19th, 2022 • Eastern Bankshares, Inc. • Savings institution, federally chartered • Massachusetts
This restricted stock unit agreement (“Restricted Stock Unit Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of Eastern Bankshares, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. The Awards issued hereunder shall be referred to as “Restricted Stock Units.” A copy of the Plan and related prospectus have been provided or made available to each person granted a Restricted Stock Unit Award pursuant to the Plan. The holder of this Restricted Stock Unit Award (the “Participant”) hereby accepts this Restricted Stock Unit 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 of Directors (the “Board”) will be final, binding and conclusive upon t
CHANGE IN CONTROL AGREEMENTSeparation Agreement and Release • August 5th, 2022 • Eastern Bankshares, Inc. • Savings institution, federally chartered • Massachusetts
This Separation Agreement and Release (this “Agreement”) is entered into as of ___________ __, _____by and among Eastern Bankshares, Inc., a Massachusetts corporation (“Eastern Bankshares”), Eastern Bank, a Massachusetts-chartered bank and a wholly owned subsidiary of Eastern Bankshares (the “Bank”), Eastern Insurance Group LLC, a Massachusetts limited liability company and a wholly owned subsidiary of the Bank (“EIG”), Eastern Insurance Group LLC, a Massachusetts limited liability company and a wholly owned subsidiary of the Bank (“EIG”), and ___________ (the “Executive”). Eastern Bankshares, the Bank, and EIG are sometimes referred to collectively in this Agreement as “Eastern”. Eastern and the Executive are sometimes referred to individually in this Agreement as a “Party” and collectively as the “Parties”. Any capitalized term used in this Agreement and not otherwise defined shall have the meaning set forth in the Change in Control Agreement (as defined below). For purposes of this
Mr. James B. Fitzgerald Vice Chairman, Chief Administrative Officer and Chief Financial Officer Eastern Bank, a wholly-owned subsidiary of Eastern Bank Corporation Boston, MA 02110 Dear Mr. Fitzgerald:Eastern Bankshares, Inc. • June 18th, 2020 • Savings institution, federally chartered
This letter sets forth the agreement between Eastern Bank, Boston, Massachusetts (the “Bank”), the wholly-owned subsidiary of Eastern Bank Corporation (the mutual holding company), and RP® Financial, LC. (“RP Financial”). In this regard, the Bank has engaged RP Financial to provide the conversion appraisal services in conjunction with the minority stock offering whereby the Bank will become a wholly-owned subsidiary of a mid-tier stock holding company (the “Company”). The scope, timing and fee structure for these appraisal services are described below.
27 - 61177540 v8 7.20.21 Schedule of Exhibits EXHIBIT A: Legal Description of Property EXHIBIT B.1: September 12, 2019, Lease between CB&TC, as landlord, and the Commonwealth of Massachusetts, as tenant. EXHIBIT B.2: September 26, 2019, Lease between...Eastern Bankshares, Inc. • November 10th, 2021 • Savings institution, federally chartered
EXECUTIVE SEVERANCE BENEFITS AGREEMENTExecutive Severance Benefits Agreement • September 19th, 2023 • Eastern Bankshares, Inc. • Savings institution, federally chartered • Massachusetts
This Executive Severance Benefits Agreement (this “Agreement”) is made this 19th day of September 2023, by and between Denis Sheahan (the “Executive”) and Eastern Bank (“Bank”). Each of Bank and the Executive is sometimes referred to in this Agreement as a “Party” and collectively as the “Parties”.
RESTRICTED STOCK AWARD under the EASTERN BANKSHARES, INC.Restricted Stock Award • November 29th, 2021 • Eastern Bankshares, Inc. • Savings institution, federally chartered • Massachusetts
This Restricted Stock Award Agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of Eastern Bankshares, 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 and a Plan prospectus have been provided or made available 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 of Directors of the Company (“Board”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and perm
Eastern Bankshares, Inc. [●] shares of common stock, par value $0.01 per share Underwriting AgreementEastern Bankshares, Inc. • July 24th, 2020 • Savings institution, federally chartered • New York
Eastern Bankshares, Inc., a Massachusetts corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”). The shares of common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 15th, 2024 • Eastern Bankshares, Inc. • Savings institution, federally chartered
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (the “Amendment”), dated effective as of July 2, 2024, is by and among Eastern Bankshares, Inc. (“Buyer”), Citadel MS 2023, Inc., a wholly-owned subsidiary of Buyer (“Merger Sub”), Eastern Bank, a wholly-owned subsidiary of Buyer (“Buyer Bank”), Cambridge Bancorp (“Company”), and Cambridge Trust Company, a wholly-owned subsidiary of Company (“Company Bank” and, together with Buyer, Merger Sub, Buyer Bank and Company, the “Parties”). Defined terms used herein and not otherwise defined herein shall have the meanings given to them in the Agreement (as defined below).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • July 15th, 2024 • Eastern Bankshares, Inc. • Savings institution, federally chartered • Massachusetts
This Change in Control Agreement (this “Agreement”) is effective as of the 1st day of August, 2024, by and among Eastern Bankshares, Inc., a Massachusetts corporation (“Eastern Bankshares”), its wholly-owned subsidiary, Eastern Bank, a Massachusetts-chartered bank (the “Bank”), and David Rosato (the “Executive”), residing in Massachusetts. Eastern Bankshares and the Bank are sometimes referred to collectively in this Agreement as “Eastern”. Eastern and the Executive are sometimes referred to individually in this Agreement as a “Party” and collectively as the “Parties”.
January 2, 2020 Eastern Bank Corporation James B. Fitzgerald Boston, MA 02110Letter Agreement • June 18th, 2020 • Eastern Bankshares, Inc. • Savings institution, federally chartered • New York
This letter agreement (this “Agreement”) confirms the engagement of Keefe, Bruyette & Woods, Inc. (“KBW”) by Eastern Bank Corporation (the “MHC”), on behalf of both itself and the Company (as defined herein), to act as the conversion agent and the data processing records management agent (KBW in such capacities, the “Agent”) to the Company in connection with the MHC’s proposed conversion from the mutual to stock form of organization, including the offer and sale of the common stock (the “Conversion”) pursuant to the Company’s proposed Plan of Conversion (the “Plan of Conversion”). The sale will be to eligible persons in a subscription offering (the “Subscription Offering”), with any remaining unsold shares of Common Stock to then be offered to the general public in a community offering (the “Community Offering”) and if necessary, through a syndicate of broker-dealers organized by KBW (a “Syndicated Community Offering”) (the Subscription Offering, Community Offering, and any Syndicated
ASSET PURCHASE AGREEMENT BY AND AMONG EASTERN INSURANCE GROUP LLC as Seller, ARTHUR J. GALLAGHER RISK MANAGEMENT SERVICES, LLC, as Buyer AND EASTERN BANK as Bank, EASTERN BANKSHARES, INC. as Parent dated as of September 19, 2023Asset Purchase Agreement • September 19th, 2023 • Eastern Bankshares, Inc. • Savings institution, federally chartered • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of September 19, 2023, is entered into by and among, Arthur J. Gallagher Risk Management Services, LLC, a Delaware limited liability company (“Buyer”) and Eastern Insurance Group LLC, a Massachusetts limited liability company (“Seller”), Eastern Bank, a Massachusetts-chartered bank (“Bank”), and, Eastern Bankshares, Inc., a Massachusetts corporation (“Parent”). Buyer and Seller are each sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
EXECUTIVE SEVERANCE BENEFITS AGREEMENTExecutive Severance Benefits Agreement • May 4th, 2020 • Eastern Bankshares, Inc. • Savings institution, federally chartered • Massachusetts
This Executive Severance Benefits Agreement (“Agreement”) is made this day of August 2006, by and between Robert F. Rivers (“Executive”) and Eastern Bank (“Eastern” or the “Bank”) (Executive and Eastern are collectively referred to herein as the “Parties”).
EXECUTIVE RETENTION AND SEVERANCE BENEFITS AGREEMENTExecutive Retention • June 18th, 2020 • Eastern Bankshares, Inc. • Savings institution, federally chartered • Massachusetts
This Executive Retention and Severance Benefits Agreement (“Agreement”) is made this day of January, 2016, by and between Quincy Miller (“Executive”) and Eastern Bank (“Eastern” or the “Bank”) (Executive and Eastern are collectively referred to herein as the “Parties”).
