Cambridge Bancorp Cambridge, Massachusetts 02138Cambridge Bancorp • March 12th, 2024 • State commercial banks
As you know, you previously entered into a letter agreement with Cambridge Bancorp (the "Company") dated January 30, 2017, and you subsequently agreed to amend and restate that letter agreement on November 20, 2018 (the “Prior Agreement”). The Prior Agreement set forth the severance benefits that the Company agreed provide to you in the event your employment with its subsidiary, Cambridge Trust Company (the “Bank”) is terminated under certain circumstances described therein. The Board of Directors of the Company (the “Board”) desires to amend and restate the Prior Agreement as set forth below (the “Agreement”).
479,000 Shares Cambridge Bancorp Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 10th, 2019 • Cambridge Bancorp • State commercial banks • New York
Cambridge, Massachusetts 02138Cambridge Bancorp • March 18th, 2019 • State commercial banks • Massachusetts
The following terms and conditions of employment will completely replace and supersede any previous employment, compensation, change in control, or severance agreement executed between you and Optima (including but not limited to the Employment Agreement by and between you and Optima, dated December 21, 2007 and as amended December 18, 2008); provided, however, that nothing herein is intended to impact the terms and conditions of the Settlement Agreement by and among Cambridge, the Company, Optima, and you, delivered concurrently herewith. Contingent on the successful consummation of the Transaction, the following terms and conditions of employment will become effective as of the “Effective Date” as defined in the Merger Agreement (the “Effective Date”).
Cambridge Bancorp Cambridge, Massachusetts 02138 As of November 20, 2018Cambridge Bancorp • November 23rd, 2018 • State commercial banks • Massachusetts
As you know, you previously entered into a letter agreement with Cambridge Bancorp (the “Company”) dated January 30, 2017, that set forth the severance benefits that the Company agreed provide to you in the event your employment with its subsidiary, Cambridge Trust Company (the “Bank”) is terminated under certain circumstances described therein (the “Prior Agreement”). The Board of Directors of the Company (the “Board”) desires to amend and restate the Prior Agreement as set forth below (the “Agreement”).
CAMBRIDGE TRUST COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENTSupplemental Executive Retirement Agreement • February 9th, 2022 • Cambridge Bancorp • State commercial banks • Massachusetts
THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (the “Agreement”) is adopted as of 02/7/2022 by and between CAMBRIDGE TRUST COMPANY, a Massachusetts corporation located in Cambridge, Massachusetts (the “Bank”), and Michael F. Carotenuto (the “Executive”). The purpose of this Agreement is to provide specified benefits to the Executive, a member of a select group of management or highly compensated employees who contribute materially to the continued growth, development, and future business success of the Bank.
UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL STATEMENTSCambridge Bancorp • December 5th, 2019 • State commercial banks
On December 5, 2019, Cambridge Bancorp, a Massachusetts corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Cambridge Trust Company, the Company’s subsidiary bank (“Cambridge Trust”), Wellesley Bancorp, Inc. (“Wellesley”), and Wellesley Bank, Wellesley’s subsidiary bank (“Wellesley Bank”), pursuant to which Wellesley will merge with and into the Company and Wellesley Bank will merge with and into Cambridge Trust, with the Company and Cambridge Trust as the surviving entities (collectively, the “Mergers”). As a result of the Mergers, each share of Wellesley common stock will be exchanged for 0.580 shares of the Company’s common stock.
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 • Cambridge Bancorp • State commercial banks • 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.
CAMBRIDGE BANCORP STOCK OPTION PLAN Incentive Stock Option AgreementStock Option Plan • August 9th, 2017 • Cambridge Bancorp • State commercial banks
This Option is intended to be an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
CAMBRIDGE TRUST COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENTCambridge Trust Company Supplemental Executive Retirement Agreement • March 18th, 2019 • Cambridge Bancorp • State commercial banks • Massachusetts
This Agreement shall be read in conjunction with the Cambridge Trust Company Executive Deferred Compensation Plan, as amended and in effect from time to time (the "EDCP"), the record keeper for which is currently Principal Financial Group. The terms and conditions of the EDCP, including without limitation, provisions governing investments, distributions, death benefits, and claims, shall apply to the benefit provided hereunder, except to the extent this Agreement explicitly provides otherwise. Capitalized terms not defined herein shall have the meaning set forth in the EDCP.
TRANSITION AGREEMENT AND GENERAL RELEASETransition Agreement and General Release • March 16th, 2023 • Cambridge Bancorp • State commercial banks
This Transition Agreement and General Release (this “Agreement”) is being entered into by and between Cambridge Trust Company, a Massachusetts-chartered trust company (the “Company”), Cambridge Bancorp, a Massachusetts corporation (“Cambridge”), and Thomas J. Fontaine (“Employee”). The Company, Cambridge and Employee may hereafter be referred to individually as a “Party” or collectively as the “Parties.”
Cambridge Bancorp Cambridge, Massachusetts 02138Cambridge Bancorp • March 15th, 2021 • State commercial banks
The following terms and conditions of employment will completely replace and supersede any previous employment, compensation, change in control, or severance agreement executed between you and Wellesley or Wellesley Bank (including but not limited to the Employment Agreement by and among you, Wellesley and Wellesley Bank, dated March 27, 2018); provided, however, that nothing herein is intended to impact the terms and conditions of the Change in Control Agreement by and between Cambridge and you, delivered concurrently herewith (the "Change in Control Agreement"). Contingent on the successful consummation of the Transaction, the following terms and conditions of employment will become effective as of the "Effective Date" as defined in the Merger Agreement (the "Effective Date").
Cambridge Bancorp Change in Control AgreementControl Agreement • November 30th, 2017 • Cambridge Bancorp • State commercial banks • Massachusetts
Cambridge Bancorp (the “Company”) considers it essential to the best interest of its stockholders to foster the continuous employment of key management personnel of the Company and its subsidiary, Cambridge Trust Company (the “Bank”). The Board of Directors of the Company (the “Board”) recognizes that, as is the case with many publicly held corporations, the possibility of a change in control of the Company may exist and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 15th, 2024 • Cambridge Bancorp • State commercial banks
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).
CAMBRIDGE TRUST COMPANY AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENTSupplemental Executive Retirement Agreement • August 9th, 2017 • Cambridge Bancorp • State commercial banks • Massachusetts
THIS AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (the “Agreement”) is adopted as of the 7 day of July , 2017 by and between CAMBRIDGE TRUST COMPANY, a Massachusetts corporation located in Cambridge, Massachusetts (the “Bank”), and Denis K. Sheahan (the “Executive”). The Bank and the Executive previously entered into a Supplemental Executive Retirement Agreement, dated December 21, 2015 (the “Prior Agreement”), and the parties desire to amend and restate the Prior Agreement on the terms and conditions set forth herein.
Cambridge Bancorp Amended 1993 Stock Option Plan Restricted Stock AgreementRestricted Stock Agreement • August 9th, 2017 • Cambridge Bancorp • State commercial banks
This Agreement is made as of the date set forth above between Cambridge Bancorp, a Massachusetts corporation (the “Company”), and the undersigned individual (the “Grantee”) pursuant to the Company’s Amended 1993 Stock Option Plan (the “Plan”), which is incorporated herein by reference and receipt of a copy of which is hereby acknowledged by the Grantee. Capitalized terms used and not otherwise defined in this Agreement have the meanings given to them in the Plan.
CAMBRIDGE TRUST COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENTSupplemental Executive Retirement Agreement • August 9th, 2017 • Cambridge Bancorp • State commercial banks • Massachusetts
THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (the “Agreement”) is adopted this 27th day of February, 2008, by and between Cambridge Trust Company, a state-chartered commercial bank located in Cambridge, Massachusetts (the “Bank”), and Lynne Burrow (the “Executive”). The purpose of this Agreement is to provide specified benefits to the Executive, a member of a select group of management or highly compensated employees who contribute materially to the continued growth, development, and future business success of the Bank. This Agreement shall be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended from time to time.
CONSULTING AGREEMENTConsulting Agreement • December 23rd, 2020 • Cambridge Bancorp • State commercial banks • Massachusetts
This CONSULTING AGREEMENT (the “Agreement”), dated as of December 21, 2020, is made and entered into by and among Cambridge Bancorp, a Massachusetts state-chartered, federally registered bank holding company (the “Company”) and Mark Thompson (“Consultant”) (each herein referred to individually as a “Party,” or collectively as the “Parties”).
CONFIDENTIALCambridge Bancorp • March 21st, 2018 • State commercial banks
We are very pleased to extend you an offer for the position of incoming Executive Vice President, Head of Wealth Management position at Cambridge Trust Company with a start date to be mutually agreed upon. We will work with you and the outgoing EVP, Head of Wealth Management, Michael Duca, to formalize a transition plan and timeline currently estimated to be completed in early February but subject to review.
CAMBRIDGE TRUST COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENTSupplemental Executive Retirement Agreement • March 15th, 2021 • Cambridge Bancorp • State commercial banks • Massachusetts
THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (the “Agreement”) is adopted as of [Date of Hire] by and between CAMBRIDGE TRUST COMPANY, a Massachusetts corporation located in Cambridge, Massachusetts (the “Bank”), and Thomas J. Fontaine (the “Executive”). The purpose of this Agreement is to provide specified benefits to the Executive, a member of a select group of management or highly compensated employees who contribute materially to the continued growth, development, and future business success of the Bank.
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENTSupplemental Executive Retirement Agreement • August 9th, 2017 • Cambridge Bancorp • State commercial banks • Massachusetts
THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (the “Agreement”) is adopted this 14th day of august, 2008, by and between Cambridge Trust Company, a state-chartered commercial bank located in Cambridge, Massachusetts (the “Bank”), and Michael Duca (the “Executive”). The purpose of this Agreement is to provide specified benefits to the Executive, a member of a select group of management or highly compensated employees who contribute materially to the continued growth, development, and future business success of the Bank. This Agreement shall be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended from time to time.
AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 23, 2022 BY AND AMONG CAMBRIDGE BANCORP, CAMBRIDGE TRUST COMPANY AND NORTHMARK BANKAgreement and Plan of Merger • May 23rd, 2022 • Cambridge Bancorp • State commercial banks • Massachusetts
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of May 23, 2022, by and among Cambridge Bancorp, a Massachusetts corporation and registered bank holding company pursuant to the Bank Holding Company Act of 1956, as amended (“Cambridge”), Cambridge Trust Company, a Massachusetts-chartered trust company and wholly owned subsidiary of Cambridge (“Cambridge Trust”), and Northmark Bank, a Massachusetts-chartered trust company (“Northmark”).
CAMBRIDGE TRUST COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENTCambridge Trust Company • August 9th, 2017 • Cambridge Bancorp • State commercial banks • Massachusetts
THIS SUPPLEMENTAL EXCUTIVE RETIREMENT AGREEMENT (the “Agreement”) is adopted this 21 day of February, 2008, by and between Cambridge Trust Company, a state-chartered commercial bank located in Cambridge, Massachusetts (the “Bank”), and Albert Rietheimer (the “Executive”). The purpose of this Agreement is to provide specified benefits to the Executive, a member of a select group of management or highly compensated employees who contribute materially to the continued growth, development, and future business success of the Bank. This Agreement shall be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended from time to time.
CAMBRIDGE BANCORP RESTRICTED STOCK AGREEMENTEquity and Cash Incentive Plan • December 19th, 2023 • Cambridge Bancorp • State commercial banks • Massachusetts
Cambridge Bancorp, a Massachusetts corporation (the “Company”), hereby issues to the Grantee on the Date of Grant, the number of shares of the Company’s Common Stock, $1.00 par value, as set forth below (the “Restricted Stock”) on the terms and conditions and subject to the restrictions set forth in this Restricted Stock Agreement (the “Agreement”) and the Cambridge Bancorp 2017 Equity and Cash Incentive Plan (the “Plan”).
CAMBRIDGE TRUST COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENTCambridge Bancorp • August 9th, 2017 • State commercial banks
Cambridge Trust Company (the “Bank”) and Michael Duca (the “Executive”), having reserved in Section 8.1 the power to amend the Cambridge Trust Company Supplemental Executive Retirement Agreement, adopted as of August 14, 2008 (the “Agreement”), hereby amend the Agreement as set forth below effective immediately.
TRANSITION AGREEMENT AND GENERAL RELEASETransition Agreement and General Release • March 16th, 2023 • Cambridge Bancorp • State commercial banks
This Transition Agreement and General Release (this “Agreement”) is being entered into by and between Cambridge Trust Company, a Massachusetts-chartered trust company (the “Company”), Cambridge Bancorp, a Massachusetts corporation (“Cambridge”), and Jennifer A. Pline (“Employee”). The Company, Cambridge and Employee may hereafter be referred to individually as a “Party” or collectively as the “Parties.”
AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 5, 2019 BY AND AMONG CAMBRIDGE BANCORP, CAMBRIDGE TRUST COMPANY, WELLESLEY BANCORP, INC. AND WELLESLEY BANKVoting Agreement • December 5th, 2019 • Cambridge Bancorp • State commercial banks • Massachusetts
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of December 5, 2019, by and among Cambridge Bancorp (“Cambridge”), a Massachusetts corporation and registered bank holding company pursuant to the Bank Holding Company Act of 1956, as amended (the “BHC Act”), Cambridge Trust Company, a Massachusetts-chartered trust company and wholly owned subsidiary of Cambridge (“Cambridge Trust”), Wellesley Bancorp, Inc., a Maryland corporation and registered bank holding company under the BHC Act (“Wellesley”), and Wellesley Bank, a Massachusetts-chartered bank and wholly owned subsidiary of Wellesley (“Wellesley Bank”).
Cambridge Bancorp Amended 1993 Stock Option Plan Restricted Stock Unit AgreementRestricted Stock Unit Agreement • August 9th, 2017 • Cambridge Bancorp • State commercial banks
Cambridge Bancorp, a Massachusetts corporation (the “Company”), hereby grants to the Grantee (as defined below), and the Grantee accepts, restricted stock units (“RSUs”) representing the unfunded and unsecured right, subject to forfeiture, to receive shares of the Company’s Common Stock, $1.00 par value, in accordance with the terms of this Restricted Stock Unit Agreement (the “Agreement”).
AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 5, 2018 BY AND AMONG CAMBRIDGE BANCORP, CAMBRIDGE TRUST COMPANY AND OPTIMA BANK & TRUST COMPANYAgreement and Plan of Merger • December 6th, 2018 • Cambridge Bancorp • State commercial banks • Massachusetts
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of December 5, 2018, by and among Cambridge Bancorp, a Massachusetts corporation and registered bank holding company pursuant to the Bank Holding Company Act of 1956, as amended (“Cambridge”), Cambridge Trust Company, a Massachusetts-chartered trust company and wholly owned subsidiary of Cambridge (“Cambridge Trust”), and Optima Bank & Trust Company, a New Hampshire-chartered bank (“Optima”).
