On August 10, 2020, Berkshire Hills Bancorp, Inc. (the “Company”), the holding company for Berkshire Bank (the
“Bank”), announced that Richard M. Marotta, President and Chief Executive Officer of the Company and Chief Executive Officer of the Bank, has stepped down from his employment and directorships with the Company and the Bank, effective immediately.
On August 13, 2020, the Company and the Bank entered into a Separation Agreement (the “Agreement”), under which
Berkshire Bank will pay Mr. Marotta $4,700,000, less legally required withholdings, with $3,700,000 payable on the Bank’s first regular payroll following the Effective Date, which is defined in the Agreement as the first day after a customary 7-day
revocation period, if no revocation by Mr. Marotta has occurred, and $1,000,000 payable on March 1, 2021. Mr. Marotta and his dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the
Bank to its employees for thirty-two (32) months, at no cost to Mr. Marotta. In addition, Mr. Marotta and his spouse were made one-hundred percent (100%) vested in the Bank’s Long-Term Care Insurance Plan, effective as of August 9, 2020. The
Agreement, a copy of which is enclosed as Exhibit 10.1 hereto and incorporated herein by reference, includes non-competition, non-solicitation, confidentiality, non-disparagement, claw back and release of claims provisions. The foregoing summary is
qualified in its entirety by the full text of the Agreement.
On August 10, 2020, the Company filed a Current Report on Form 8-K with the Securities and Exchange Commission to
disclose that it has appointed Sean Gray as Acting President and Chief Executive Officer, and the Bank has appointed Mr. Gray as Acting Chief Executive Officer, effective August 10, 2020.
The foregoing is not a complete description of the terms of the Agreement and such description is
qualified in its entirety by the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.