Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On April 28, 2023, Brookline Bancorp, Inc. (the "Company"), its wholly-owned
subsidiary, Brookline Bank (the "Bank"), and Paul A. Perrault, Chairman and
Chief Executive Officer of the Company ("Executive"), entered into a fourth
amendment (the "Fourth Amendment") to the employment agreement among the
Company, the Bank and Executive, dated April 11, 2011 (the "Employment
Agreement"). The Employment Agreement was previously amended on September 22,
2021, March 10, 2021, and July 25, 2018. The purpose of the Fourth Amendment is
to reduce the amount payable to Executive upon an Event of Termination (as
defined in the Employment Agreement) occurring within 12 months after Change in
Control (as defined in the Employment Agreement). Pursuant to the Fourth
Amendment, Executive will be eligible to receive a payment equal to three times
an amount equal to the sum of (a) base salary, and (b) the applicable target
bonus Executive is eligible to receive. Prior to the effectiveness of the Fourth
Amendment, Executive was eligible to receive a payment equal to three times the
sum of (x) base salary, (y) the highest bonus awarded to Executive during the
prior three years, and (z) the highest equity consideration previously awarded
to Executive for any year. The preceding description of the Fourth Amendment is
qualified in its entirety by reference to the full text of Fourth Amendment, a
copy of which is filed herewith as Exhibit 10.1 and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
Number Description
10.1 Fourth Amendment to the Employment Agreement, dated April 28, 2023,
by and among Brookline Bancorp, Inc., Brookline Bank, and Paul A.
Perrault.
104 Cover Page Interactive Data File (embedded within the XBRL document)
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