0000821127-17-000023 Sample Contracts

CHANGE IN CONTROL PROTECTION AGREEMENT
Change in Control Protection Agreement • February 28th, 2017 • Boston Private Financial Holdings Inc • State commercial banks • Massachusetts

AGREEMENT effective as of this 5th day of December, 2003 (“the date of agreement”) by and between Boston Private Bank & Trust, a Massachusetts Corporation (the “Company”), and George G. Schwartz, an individual (the “Employee”).

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RESTRICTED STOCK AWARD AGREEMENT UNDER THE BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
Restricted Stock Award Agreement • February 28th, 2017 • Boston Private Financial Holdings Inc • State commercial banks • Massachusetts

Pursuant to the Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan (the “Plan”) as amended through the date hereof, Boston Private Financial Holdings, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $1.00 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of future services to be rendered to the Company by the Grantee. This Award is intended to be an award of Stock described in Rule 5635(c)(4) of the Marketplace Rules of the NASDAQ Stock Market, Inc. and is being made to the Grantee as an inducement material to the Grantee’s entering into employment with the Company.

AMENDMENT TO CHANGE IN CONTROL PROTECTION AGREEMENT
Change in Control Protection Agreement • February 28th, 2017 • Boston Private Financial Holdings Inc • State commercial banks • Massachusetts

This Amendment to Change in Control Protection Agreement (“Amendment”) dated as of December 23, 2008 is made and entered into by and between Boston Private Bank & Trust Company, a Massachusetts corporation (the “Company”) and George G. Schwartz (the “Employee”).

RETENTION BONUS POOL RESTRICTED STOCK AWARD AGREEMENT UNDER THE BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
Restricted Stock Award Agreement • February 28th, 2017 • Boston Private Financial Holdings Inc • State commercial banks • Massachusetts

Pursuant to the Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan (the “Plan”) as amended through the date hereof, Boston Private Financial Holdings, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $1.00 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator. This Award is intended to be an award of Stock described in Rule 5635(c)(4) of the Marketplace Rules of the NASDAQ Stock Market, Inc. and is being made to the Grantee as an inducement material to the Grantee’s enter

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