0000821127-12-000009 Sample Contracts

FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES UNDER THE BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
Non-Qualified Stock Option Agreement • March 13th, 2012 • Boston Private Financial Holdings Inc • State commercial banks

Pursuant to the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Boston Private Financial Holdings, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $1.00 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended. The Optionee shall forfeit this entire Stock Option (whether vested or unvested) if the Optionee does not accept the terms and conditions of the Non-Solicitation and Confidentiality Agreement attached as an exhibit to this Stock Option (the “Non-Solicitation Agreement”) or acknowl

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Re: Accelerated Vesting Under Service-Based Restricted Stock Awards Dear Mark:
Boston Private Financial Holdings Inc • March 13th, 2012 • State commercial banks

The purposes of this letter is to clarify certain terms of your Employment Agreement, dated as of March 29, 2011, between, Boston Private Financial Holdings, Inc. (the “Company”) and you (the “Employment Agreement”), and the restricted stock awards listed below with respect to the treatment of such restricted stock awards in the event of a termination of your employment with the Company due to your death or disability.

Re: Accelerated Vesting Under Service-Based Restricted Stock Awards Dear Clay:
Boston Private Financial Holdings Inc • March 13th, 2012 • State commercial banks

The purposes of this letter is to clarify certain terms of your Employment Agreement, dated as of June 7, 2010, between, Boston Private Financial Holdings, Inc. (the “Company”) and you (the “Employment Agreement”), and the restricted stock awards listed below with respect to the treatment of such restricted stock awards in the event of a termination of your employment with the Company due to your death or disability.

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