Danvers Bancorp, Inc. Sample Contracts

Danvers Bancorp, Inc. – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (March 15th, 2011)

This First Amendment to Employment Agreement (“Amendment”) dated as of December       , 2008 is made and entered into by and among Danvers Bancorp, Inc., a Delaware Corporation (the “Company”) and its subsidiary Danversbank, a savings bank chartered under the laws of the Commonwealth of Massachusetts (the “Bank” and collectively with the Company, the “Employers”), and Kevin T. Bottomley (the “Executive”).

Danvers Bancorp, Inc. – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (March 15th, 2011)

This First Amendment to Employment Agreement (“Amendment”) dated as of December       , 2008 is made and entered into by and among Danvers Bancorp, Inc., a Delaware Corporation (the “Company”) and its subsidiary Danversbank, a savings bank chartered under the laws of the Commonwealth of Massachusetts (the “Bank” and collectively with the Company, the “Employers”), and L. Mark Panella (the “Executive”).

Danvers Bancorp, Inc. – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (March 15th, 2011)

This First Amendment to Employment Agreement (“Amendment”) dated as of December       , 2008 is made and entered into by and among Danvers Bancorp, Inc., a Delaware Corporation (the “Company”) and its subsidiary Danversbank, a savings bank chartered under the laws of the Commonwealth of Massachusetts (the “Bank” and collectively with the Company, the “Employers”), and John J. O’Neil (the “Executive”).

Danvers Bancorp, Inc. – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (March 15th, 2011)

This First Amendment to Employment Agreement (“Amendment”) dated as of December       , 2008 is made and entered into by and among Danvers Bancorp, Inc., a Delaware Corporation (the “Company”) and its subsidiary Danversbank, a savings bank chartered under the laws of the Commonwealth of Massachusetts (the “Bank” and collectively with the Company, the “Employers”), and James J. McCarthy (the “Executive”).

Danvers Bancorp, Inc. – AMENDMENT TO DANVERSBANK DEFERRED COMPENSATION PLAN (March 15th, 2011)

WHEREAS, Danversbank (the “Bank”), a Massachusetts community bank, has adopted the Danversbank Deferred Compensation Plan, as amended and restated as of January 1 , 2005 (the “Plan”); and

Danvers Bancorp, Inc. – FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT (March 15th, 2011)

This First Amendment to Change in Control Agreement (“Amendment”) dated as of December       , 2008 is made and entered into by and among Danvers Bancorp, Inc., a Delaware company (the “Company”) and its subsidiary, Danversbank, a Massachusetts savings bank with its main office in Danvers, Massachusetts (the “Bank” and collectively with the Company, the “Employers”), and                                                              (the “Executive”).

Danvers Bancorp, Inc. – CHANGE IN CONTROL AGREEMENT (March 15th, 2011)

AGREEMENT made as of this                day of                           , 2010 by and among Danvers Bancorp, Inc., a Delaware company (the “Company”), and its subsidiary, Danversbank, a Massachusetts savings bank with its main office in Danvers, Massachusetts (the “Bank”) (the Bank and the Company shall be hereinafter collectively referred to as the “Employers”), and Michael W. McCurdy (the “Executive”).

Danvers Bancorp, Inc. – SETTLEMENT AGREEMENT (January 21st, 2011)

This Settlement Agreement (the “Agreement”) is entered into as of January 20, 2011 by and among Kevin T. Bottomley (the “Executive”), People’s United Financial, Inc. (the “Acquiror”) and People’s United Bank (the “Acquiror Bank”) (Acquiror and Acquiror Bank are referred to collectively herein as the “Buyer”), Danvers Bancorp, Inc. (the “Seller”) and Danversbank (the “Seller Bank”).

Danvers Bancorp, Inc. – SETTLEMENT AGREEMENT (January 21st, 2011)

This Settlement Agreement (the “Agreement”) is entered into as of January 20, 2011 by and among James J. McCarthy (the “Executive”), People’s United Financial, Inc. (the “Acquiror”) and People’s United Bank (the “Acquiror Bank”) (Acquiror and Acquiror Bank are referred to collectively herein as the “Buyer”), Danvers Bancorp, Inc. (the “Seller”) and Danversbank (the “Seller Bank”).

Danvers Bancorp, Inc. – SETTLEMENT AGREEMENT (January 21st, 2011)

This Settlement Agreement (the “Agreement”) is entered into as of January 20, 2011 by and among Mark Panella (the “Executive”), People’s United Financial, Inc. (the “Acquiror”) and People’s United Bank (the “Acquiror Bank”) (Acquiror and Acquiror Bank are referred to collectively herein as the “Buyer”), Danvers Bancorp, Inc. (the “Seller”) and Danversbank (the “Seller Bank”).

Danvers Bancorp, Inc. – AGREEMENT AND PLAN OF MERGER BY AND BETWEEN PEOPLE’S UNITED FINANCIAL, INC. AND DANVERS BANCORP, INC. DATED AS OF January 20, 2011 (January 21st, 2011)

This AGREEMENT AND PLAN OF MERGER, dated as of January 20, 2011 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between People’s United Financial, Inc., a Delaware corporation (“Acquiror”) and Danvers Bancorp, Inc., a Delaware corporation (the “Company”).

Danvers Bancorp, Inc. – NEWS RELEASE (January 21st, 2011)

BRIDGEPORT, CT and DANVERS, MA — People’s United Financial, Inc. (Nasdaq: PBCT), the holding company for People’s United Bank, and Danvers Bancorp, Inc. (Nasdaq: DNBK), of Danvers, Massachusetts, the holding company for Danversbank, announced today a definitive agreement pursuant to which People’s United Financial will acquire Danvers Bancorp, in a 55% stock and 45% cash transaction valued at approximately $493 million. Completion of the transaction is subject to customary closing conditions, including the receipt of regulatory approval and the approval of Danvers Bancorp’s shareholders.

Danvers Bancorp, Inc. – SETTLEMENT AGREEMENT (January 21st, 2011)

This Settlement Agreement (the “Agreement”) is entered into as of January 20, 2011 by and among John J. O’Neil (the “Executive”), People’s United Financial, Inc. (the “Acquiror”) and People’s United Bank (the “Acquiror Bank”) (Acquiror and Acquiror Bank are referred to collectively herein as the “Buyer”), Danvers Bancorp, Inc. (the “Seller”) and Danversbank (the “Seller Bank”).

Danvers Bancorp, Inc. – DIRECTORS’ DEFERRED COMPENSATION PLAN OF DANVERS BANCORP, INC. (December 22nd, 2010)

The following definitions shall apply for the purposes of this Plan unless a different meaning is clearly indicated by the context:

Danvers Bancorp, Inc. – DANVERSBANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN As Amended and Restated Effective as of September 29, 2010 (October 4th, 2010)

This Danversbank Supplemental Executive Retirement Plan (the “Plan”) as adopted by Danversbank, formerly known as Danvers Savings Bank (the “Employer”), effective August 1, 2003, as previously amended, is hereby further amended and restated as follows:

Danvers Bancorp, Inc. – DANVERS BANCORP, INC. FOR IMMEDIATE RELEASE (July 22nd, 2010)

DANVERS, MASSACHUSETTS (July 22, 2010): Danvers Bancorp, Inc. (the “Company”) (NASDAQ: DNBK), the holding company for Danversbank, today reported net income of $4.9 million for the quarter ended June 30, 2010 compared to net income of $135,000 for the same quarter in 2009.  Net income for the comparable six month periods in 2010 and 2009 was $9.2 million and $1.5 million, respectively.  The combination of the acquisition of Beverly National Corporation (“Beverly”), organic growth, particularly within the loan portfolio, and the overall improvement of the Company’s net interest margin resulted in a significant increase in net interest income and a lesser increase in non-interest income.  These increases were partially offset by higher provision for loan losses, increased salaries and benefits expense and other operating expenses.  Specifically, net interest income for the three and six months ended June 30, 2010 improved by $8.1 million, or 62.2% and $16.4 million, or 64.3%, respectivel

Danvers Bancorp, Inc. – DANVERS BANCORP, INC. (April 22nd, 2010)

DANVERS, MASSACHUSETTS (April 22, 2010): Danvers Bancorp, Inc. (the “Company”) (NASDAQ: DNBK), the holding company for Danversbank, today reported net income of $4.3 million for the quarter ended March 31, 2010 compared to net income of $1.4 million for the same quarter in 2009.  The acquisition of Beverly National Corporation (“Beverly”) and the overall improvement of the Company’s net interest margin resulted in a significant increase in net interest income and a lesser increase in non-interest income.  These increases were partially offset by higher provision for loan losses, increased salaries and benefits expense, and other operating expenses.  Specifically, net interest income improved by $8.3 million or 66.5%, between the comparable periods.

Danvers Bancorp, Inc. – EMPLOYMENT AGREEMENT (February 3rd, 2010)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the            day of                       , 2010, by and among Danvers Bancorp, Inc., a Delaware corporation (the “Company”), and its subsidiary, Danversbank, a Massachusetts savings bank with its main office in Danvers, Massachusetts (the “Bank”) (the Bank and the Company shall be hereinafter collectively referred to as the “Employers”), and Donat A. Fournier (the “Executive”).

Danvers Bancorp, Inc. – CHANGE IN CONTROL AGREEMENT (February 3rd, 2010)

AGREEMENT made as of this                day of                           , 2010 by and among Danvers Bancorp, Inc., a Delaware company (the “Company”), and its subsidiary, Danversbank, a Massachusetts savings bank with its main office in Danvers, Massachusetts (the “Bank”) (the Bank and the Company shall be hereinafter collectively referred to as the “Employers”), and Paul E. Flynn (the “Executive”).

Danvers Bancorp, Inc. – DANVERS BANCORP, INC. FOR IMMEDIATE RELEASE (January 29th, 2010)

DANVERS, MASSACHUSETTS (January 28, 2010): Danvers Bancorp, Inc. (the “Company”) (NASDAQ: DNBK), the holding company for Danversbank and Beverly National Bank, today reported net income of $2.6 million, for the quarter ended December 31, 2009 compared to a net loss of $37,000 for the same quarter in 2008.  A significant increase in net-interest income and a lesser increase in non-interest income more than offset higher provision for loan losses, increased salaries and benefits expense and expenses associated with the Beverly National Corporation (“Beverly”) merger.  In particular, net interest income improved by $6.5 million or 51.5%, between the comparable periods.

Danvers Bancorp, Inc. – DANVERS BANCORP, INC. (October 22nd, 2009)

DANVERS, MASSACHUSETTS (October 22, 2009): Danvers Bancorp, Inc. (the “Company”) (NASDAQ: DNBK), the holding company for Danversbank (the “Bank”), today reported net income of $1.2 million, for the quarter ended September 30, 2009 compared to net income of $48,000 for the same quarter in 2008.  A significant increase in net-interest income and a slight increase in non-interest income more than offset higher provision for loan losses, increased salaries and benefits expense and expenses associated with the proposed Beverly National Corporation ("Beverly") merger.  In particular, net interest income improved by $2.3 million or 19.0%, compared to the same three-month period in 2008.

Danvers Bancorp, Inc. – DANVERS BANCORP, INC. FOR IMMEDIATE RELEASE (July 23rd, 2009)

DANVERS, MASSACHUSETTS (July 23, 2009): Danvers Bancorp, Inc. (the “Company”) (NASDAQ: DNBK), the holding company for Danversbank (the “Bank”), today reported net income of $135,000 for the quarter ended June 30, 2009 compared to $542,000 for the same quarter in 2008.  Higher deposit insurance premiums related to the FDIC’S special assessment, higher provision for loan losses and transaction expenses associated with the proposed Beverly National Corporation acquisition more than offset measurable increases in net interest income and non-interest income for the second quarter.  In particular, net interest income improved by $945,000, or 7.8%, compared to the same period in 2008.

Danvers Bancorp, Inc. – AGREEMENT AND PLAN OF MERGER by and between DANVERS BANCORP, INC. and BEVERLY NATIONAL CORPORATION Dated as of June 16, 2009 (June 17th, 2009)
Danvers Bancorp, Inc. – Danvers Bancorp, Inc. and Beverly National Corporation Sign Definitive Merger Agreement for Acquisition of Beverly National Corporation (June 17th, 2009)

DANVERS, Massachusetts & BEVERLY, Massachusetts (June 17, 2009): Danvers Bancorp, Inc. [NASDAQ: DNBK] ("Danvers") and Beverly National Corporation [AMEX: BNV] ("Beverly") today announced the signing of an agreement and plan of merger, pursuant to which Beverly will merge with and into Danvers.

Danvers Bancorp, Inc. – NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE DANVERS BANCORP, INC. 2008 STOCK OPTION AND INCENTIVE PLAN (May 8th, 2009)

Pursuant to the Danvers Bancorp, Inc. 2008 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Danvers Bancorp, Inc. (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, 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 $0.01 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.

Danvers Bancorp, Inc. – INCENTIVE STOCK OPTION AGREEMENT UNDER THE DANVERS BANCORP, INC. 2008 STOCK OPTION AND INCENTIVE PLAN (May 8th, 2009)

Pursuant to the Danvers Bancorp, Inc. 2008 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Danvers Bancorp, 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 $0.01 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.

Danvers Bancorp, Inc. – RESTRICTED STOCK AWARD AGREEMENT UNDER THE DANVERS BANCORP, INC. 2008 STOCK OPTION AND INCENTIVE PLAN (May 8th, 2009)

Pursuant to the Danvers Bancorp, Inc. 2008 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Danvers Bancorp, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above.  Upon acceptance of this Award, the Grantee shall be entitled to receive the number of shares of Common Stock, par value $0.01 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.

Danvers Bancorp, Inc. – NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE DANVERS BANCORP, INC. 2008 STOCK OPTION AND INCENTIVE PLAN (May 8th, 2009)

Pursuant to the Danvers Bancorp, Inc. 2008 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Danvers Bancorp, 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 $0.01 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.

Danvers Bancorp, Inc. – DANVERS BANCORP, INC. FOR IMMEDIATE RELEASE (April 23rd, 2009)

DANVERS, MASSACHUSETTS (April 23, 2009): Danvers Bancorp, Inc. (the “Company”) (NASDAQ: DNBK), the holding company for Danversbank (the “Bank”), today reported net income of $1.4 million for the quarter ended March 31, 2009, an increase of $4.6 million compared to a net loss of $3.2 million for the same quarter in 2008.  The increase is primarily due to the increase in net interest income and a sizeable reduction in non-interest expenses between the comparable periods.  Net interest income during the quarter improved $2.0 million or 18.6% from the comparable three-month period in 2008.  The decline in non-interest expense relates to two non-recurring items that the Company incurred during the first quarter of 2008; a $6.9 million pretax charge related to the establishment of the Danversbank Charitable Foundation, Inc. (the ‘‘Foundation”) and a $3.7 million pretax charge related to the acceleration of the Company’s phantom stock plan.  Both charges are directly related to the Company’s

Danvers Bancorp, Inc. – DANVERS BANCORP, INC. FOR IMMEDIATE RELEASE (January 22nd, 2009)

DANVERS, MASSACHUSETTS (January 22, 2009): Danvers Bancorp, Inc. (the “Company”) (NASDAQ: DNBK), the holding company for Danversbank (the “Bank”), today reported net loss of $37,000 for the quarter ended December 31, 2008 compared to net income of $1.1 million for the same quarter in 2007.  Higher provision for loan losses, primarily related to the growth of the Company’s loan portfolio, an increase in non-interest expenses and higher provision for income taxes offset measurable increases in net interest income.  In particular, net interest income improved by $2.7 million or 27.6% from the comparable three-month period in 2007.

Danvers Bancorp, Inc. – DANVERS BANCORP, INC. FOR IMMEDIATE RELEASE (October 23rd, 2008)

DANVERS, MASSACHUSETTS (October 23, 2008): Danvers Bancorp, Inc. (the “Company”) (NASDAQ: DNBK), the holding company for Danversbank (the “Bank”), today reported net income of $48,000 for the quarter ended September 30, 2008 compared to $1.3 million for the same quarter in 2007.  Higher provision for loan losses, directly related to the growth of the Company’s loan portfolio, an increase in non-interest expenses and higher provision for income taxes more than offset measurable increases in net interest income and non-interest income.  In particular, net interest income improved by $2.5 million or 26.9% for the comparable three-month period in 2007.

Danvers Bancorp, Inc. – DANVERS BANCORP, INC. 2008 STOCK OPTION AND INCENTIVE PLAN (September 16th, 2008)
Danvers Bancorp, Inc. – DANVERS BANCORP, INC. FOR IMMEDIATE RELEASE (July 24th, 2008)

DANVERS, MASSACHUSETTS (July 24, 2008): Danvers Bancorp, Inc. (the “Company”) (NASDAQ: DNBK), the holding company for Danversbank (the “Bank”), today reported net income of $542,000 for the quarter ended June 30, 2008 compared to $1.4 million for the same quarter in 2007. Higher provision for loan losses, due to the growth of the loan portfolio and additional expense relating to the ongoing workout of a residential subdivision, offset measurable increases in net interest income and non-interest income for the second quarter. In particular, net interest income improved by $2.7 million or 29.2% for the comparable three-month period.

Danvers Bancorp, Inc. – DANVERSBANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (May 15th, 2008)

This Danversbank Supplemental Executive Retirement Plan (the “Plan”) as adopted by Danversbank, formerly known as Danvers Savings Bank (the “Employer”), effective August 1, 2003, as previously amended, is hereby further amended and restated as follows:

Danvers Bancorp, Inc. – DANVERS BANCORP, INC. FOR IMMEDIATE RELEASE (April 25th, 2008)

The conversion to a public stock holding company closed on January 9, 2008. The Company issued 17,192,500 shares of common stock to subscribers (including tax-qualified employee benefit plans) at the offering price of $10.00 per share.  The Company also contributed $350,000 in cash and 650,000 shares of common stock to the Foundation.  Conversion costs amounting to $3,850,000 have been netted against the offering proceeds.  The offering was oversubscribed by qualifying depositors of Danversbank. Accordingly, qualifying depositors had valid orders filled in accordance with the allocation procedures and there were no remaining shares to be offered in a community offering.  Earnings per share is not applicable as shares were not outstanding for the entire quarter ending March 31, 2008.