-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J6TYi3ZvNFiWwY9mL2HJUlJFCDhsa4cCONIgH3h2h1kwJsXbLJFbTBLkQtQUbPIc 0XPSLYIgR0DwpFblHa1QJg== 0000914317-09-001302.txt : 20090605 0000914317-09-001302.hdr.sgml : 20090605 20090605153811 ACCESSION NUMBER: 0000914317-09-001302 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090601 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090605 DATE AS OF CHANGE: 20090605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SALISBURY BANCORP INC CENTRAL INDEX KEY: 0001060219 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 061514263 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24751 FILM NUMBER: 09877055 BUSINESS ADDRESS: STREET 1: 5 BISSELL ST CITY: LAKEVILLE STATE: CT ZIP: 06039-1868 BUSINESS PHONE: 8604359801 MAIL ADDRESS: STREET 1: 5 BISSELL ST CITY: LAKEVILLE STATE: CT ZIP: 06039-1868 8-K 1 form8k-101436_sal.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------ FORM 8-K ------ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2009 SALISBURY BANCORP, INC. (Exact name of registrant as specified in charter) Connecticut 000-24751 06-1514263 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 5 Bissell Street, Lakeville, Connecticut 06039-1868 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (860) 435-9801 N/A (Former Name or Former Address, if Changed Since Last Report) -------------- Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instructions A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. 230.425) |_| Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 C.F.R. 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. 240.13e-4(c)) Form 8-K, Current Report Salisbury Bancorp, Inc. Section 5. Corporate Governance and Management Item 5.02. Departure of Directors or Certain Officers; Election of ---------------------------------------------------------- Directors; Appointment of Certain Officers; Compensatory ---------------------------------------------------------- Arrangements of Certain Officers -------------------------------- (b) As previously announced on December 31, 2008, effective June 8, 2009, John F. Perotti, Chairman and Chief Executive Officer of Salisbury Bancorp, Inc. (the "Company") and Salisbury Bank and Trust Company (the "Bank"), the Company's wholly-owned subsidiary, will retire as Chairman and Chief Executive Officer of the Company and the Bank. In connection with Mr. Perotti's retirement, the Bank and Mr. Perotti have entered into a Consulting and Non-Compete Agreement, which is set forth as Exhibit 10.1 hereto. In addition, an amendment to the Bank's Group Term Carve-Out Plan with respect to Mr. Perotti was executed and is set forth as Exhibit 10.2 hereto. Mr. Perotti's retirement is pursuant to his long-held personal plans, which he has discussed with the Board of Directors for several years. Mr. Perotti selected his retirement date to coincide with the expiration of his term as President of the Connecticut Community Bankers Association (CCBA). Mr. Perotti will continue as a director of the Company and the Bank. Mr. Perotti came to work at the Bank on May 21, 1973 as a teller. He was soon promoted to Assistant Treasurer in 1975, Assistant Vice President in 1981, Vice President and Treasurer in 1982, Executive Vice President in 1986, Executive Vice President, Treasurer and Chief Administrative Officer in 1987, Executive Vice President and Chief Operating Officer in 1989, President and Chief Executive Officer in 1993 to Chairman and Chief Executive Officer in 2005. In addition, Mr. Perotti serves in leadership roles with a variety of community and professional organizations. In recognition of his valuable service and contributions, the Governor of the State of Connecticut, M. Jodi Rell, issued a proclamation designating June 8, 2009 as "John F. Perotti Day". (c) Richard J. Cantele, Jr., 49, President and Chief Operating Officer of the Company and the Bank, has been appointed President and Chief Executive Officer of the Company and the Bank effective June 8, 2009. Mr. Cantele has served as an Executive Officer of the Company since 2001 and of the Bank since 1989. Mr. Cantele also serves as a director of the Company and the Bank. Section 9. Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits --------------------------------- (d) Exhibits Exhibit 10.1 - Consulting and Non-Compete Agreement Exhibit 10.2 - First Amendment to Group Term Carve-Out Plan with Respect to John F. Perotti Exhibit 99.1 - Press Release dated June 5, 2009 Exhibit 99.2 - Official Statement of Governor M. Jodi Rell SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized. Dated: June 5, 2009 SALISBURY BANCORP, INC. By: /s/ John F. Perotti ------------------- John F. Perotti Chairman and Chief Executive Officer EX-10.1 2 ex10-1.txt Exhibit 10.1 CONSULTING AND NON-COMPETE AGREEMENT This Consulting and Non-Compete Agreement (hereinafter the "Agreement") dated June 1, 2009, is made by and between John F. Perotti (hereinafter "Mr. Perotti") and Salisbury Bancorp, Inc. (the "Company") and Salisbury Bank and Trust Company (the "Bank") (collectively, "Salisbury"), in light of the following circumstances: WHEREAS, Mr. Perotti is employed by the Bank as its Chairman and Chief Executive Officer and serves in such capacity of its parent corporation, Salisbury Bancorp Inc., and has loyally and capably served the Bank for more than 35 years and has served the Company since its inception; WHEREAS, the Bank and Company are deeply appreciative of his many years of valuable service; and WHEREAS, to facilitate the smooth transition in the management of Salisbury and to maximize the retention of the customers and goodwill which Mr. Perotti brought to Salisbury over his career of service, Salisbury wishes to secure Mr. Perotti's continued assistance to the Bank and the Company as a consultant without unreasonably infringing on his retirement plans; NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, Mr. Perotti and the Bank, each acting of their own free will, hereby agree as follows: 1. As previously disclosed by the Company, Mr. Perotti has indicated that he will retire June 8, 2009 and, upon his retirement, resign any titles he may hold as an officer or employee of Salisbury effective June 8, 2009. Upon his retirement, Mr. Perotti shall be eligible to receive such retirement benefits in accordance with the provisions of the retirement plans and programs maintained by the Bank in which he has been participating. Mr. Perotti shall be entitled to all vested benefits, including any benefits vested that accrue prior to his retirement date. As of this date, such vested benefits are summarized on Exhibit ------- A to this Agreement. - - 2. Mr. Perotti agrees that from June 9, 2009, through December 31, 2011, Mr. Perotti will make himself reasonably available at times mutually agreeable to Mr. Perotti and Salisbury to provide consulting services to Salisbury as may be reasonably requested by Salisbury in order to facilitate the smooth transition of management for Salisbury and assist Salisbury in the resolution of strategic objectives and customer relationships. Mr. Perotti shall generally not be required to devote more than twenty (20) hours on average per month to his duties hereunder. Salisbury will pay Mr. Perotti for consulting services rendered during the term of this Agreement. Payments shall be made in the amount of $7,637.41 on the first day of each month commencing July 1, 2009, and ending February 1, 2012. During 2009 and 2010, Salisbury will reimburse Mr. Perotti for ordinary and necessary expenses incurred in connection with participation on Salisbury's behalf at the Connecticut Bankers Association and Connecticut Community Bankers Association Annual Meetings, so long as such expenses are consistent with Salisbury's policy and do not exceed an aggregate of $12,000. 3. The Bank agrees to allow Mr. Perotti and Mrs. Shirley Perotti to remain in its group health insurance plan and to provide them coverage under such plan at the same percentage of contribution Mr. Perotti would have paid if he had remained actively employed, to the extent permitted by the plan. Mr. and Mrs. Perotti shall remain eligible for such coverage until Mr. Perotti reaches age 65 and, thereafter, for the period, if any, specified by COBRA. 4. With the exception of the benefits described in Exhibit A of this --------- Agreement and the payments and benefits described in this Agreement, Mr. Perotti expressly acknowledges that he is not entitled to any payments, benefits or compensation, in any form for any reason, from Salisbury. 5. Mr. Perotti agrees to execute the Form of Release attached as Exhibit B to this Agreement. - --------- 6. Mr. Perotti and Salisbury shall cooperate in the orderly transfer of Mr. Perotti's professional responsibilities, business files and personal possessions, so that his duties and responsibilities are completed or passed on to other Salisbury personnel by June 8, 2009. Mr. Perotti's retirement shall not terminate his membership on the Boards of Directors of either the Company or the Bank, which shall be governed by the respective Bylaws of the Company and the Bank, and applicable law. 7. Salisbury and Mr. Perotti expressly acknowledge that they will not make any claim or demand against the other except as otherwise provided in this Agreement and each of them hereby waives any rights any of them may now have or may hereafter have or claim to have, based upon any alleged oral alteration, amendment, modification or any other alleged change in this Agreement; that the validity, effect and operation of this Agreement shall be determined by the laws of the State of Connecticut; and that there is no written or oral understanding or agreement between them as to the subject matter of this Agreement that is not recited herein. 8. Except as provided otherwise in this Agreement, if any of the provisions, terms or clauses of this Agreement are declared illegal, unenforceable or ineffective in a legal forum or by operation of law, those provisions, terms and clauses shall be deemed severable, such that all other provisions, terms and clauses of this Agreement shall remain valid and binding upon both parties. 9. Mr. Perotti affirmatively states that he has had an opportunity to consult with competent counsel before executing this Agreement and the Exhibits hereto; that he has a full understanding of the contents of this Agreement and the Exhibits hereto and the effects thereof; that with specific reference to his release of any and all claims under the Age Discrimination in Employment Act, 29 U.S.C. ss.ss.621 et. seq. he was afforded up to twenty-one (21) days to consider this Agreement; and that if he signs this Agreement and the Exhibits hereto prior to the expiration of such twenty-one (21) days, he does so voluntarily and of his own free will. 10. Should either party commence or prosecute any action or proceeding contrary to the provisions of this Agreement, such party agrees to indemnify the other party for all costs, including court costs and reasonable attorneys' fees, incurred by the other party in the defense of such action or in establishing or maintaining the application or validity of this Agreement or the provisions thereof, to the extent allowed by applicable law. 11. This Agreement shall not become effective or enforceable until seven (7) days following its execution by Mr. Perotti. Prior to the end of this seven (7) day period, Mr. Perotti may revoke his assent to this Agreement by written notice to Richard J. Cantele, Jr., President of Salisbury. 12. (a) Mr. Perotti recognizes and agrees that in the course of his employment with Salisbury, he had been exposed to confidential information concerning Salisbury including, but not limited to, existing and contemplated products, trade secrets, formulas, compilations, business and financial methods or practices, strategic plans, pricing, marketing, merchandising and selling techniques and information, customer lists, supplier lists and confidential information relating to policies and/or business strategies (hereinafter referred to as "Confidential Information"). Mr. Perotti agrees that all such Confidential Information is and shall forever remain the sole property of Salisbury. Mr. Perotti shall keep all such Confidential Information strictly confidential, and he shall not disclose to any third party in any manner, either directly or indirectly, any of such Confidential Information at any time for any purpose. Further, Mr. Perotti shall not use, in any manner, either directly or indirectly, any of such Confidential Information for his own benefit, for the benefit of any third party, or for any other purpose at any time. (b) Mr. Perotti acknowledges and agrees that, for a thirty-two (32) month consulting period and a period of twelve (12) months thereafter (such forty-four (44) month period shall be referred to as the "Non-Compete Period") without the prior written consent of the Bank, Mr. Perotti may not directly or indirectly be employed by or provide consulting services of any kind to any other depository institution (or an affiliate of same) that maintains one or more offices in Litchfield County, Connecticut, Berkshire County, Massachusetts, or Dutchess or Columbia Counties, New York (the "Non-Compete Area"). Furthermore, Mr. Perotti acknowledges and agrees that during the Non-Compete Period he will not directly or indirectly solicit or recruit any of Salisbury's employees to leave employment with Salisbury. Mr. Perotti also acknowledges and agrees that during the Non-Compete Period, he will not directly or indirectly solicit or service any client or customer or prospective client or customer of Salisbury to become a client or customer of any other depository institution that maintains one or more offices the Non-Compete Area. (c) Mr. Perotti understands and agrees that violation by him of any portion of this Section 12 may cause Salisbury to suffer immediate, substantial and irreparable injury, and will be a sufficient basis to award injunctive relief and monetary damages to Salisbury without affecting the remainder of this Agreement. 13. The Change in Control Agreement between Mr. Perotti and Salisbury shall expire effective June 8, 2009. This Section shall be deemed to be an amendment pursuant to the provisions of such Change in Control Agreement. 14. No payments or benefits specified in this Agreement shall be construed to be a payment for departure from a company for any reason or otherwise constitute prohibited compensation pursuant to Section 111 of the American Recovery and Reinvestment Act of 2009 (the "Act") or regulations or standards adopted pursuant thereto, it being the intention of the parties to facilitate the retirement of Mr. Perotti as contemplated and publicly announced prior to the enactment of the Act and to provide for Mr. Perotti's continued service to the Company through this Consulting and Non-Compete Agreement. IN WITNESS WHEREOF, the aforementioned parties, intending to be legally bound hereby, have executed this Agreement on the date(s) set forth below. JOHN F. PEROTTI Date: June 1, 2009 - ------------------------------ ------------- John F. Perotti STATE OF CONNECTICUT: : ss: June 1, 2009 COUNTY OF LITCHFIELD: ----------------------- ------------ Personally appeared John F. Perotti, signer of the foregoing Agreement, and acknowledged the same to be his free act and deed before me. ------------------------------ Commissioner of the Superior Court/ Notary Public SALISBURY BANK AND TRUST COMPANY Date: June 1, 2009 - ------------------------------ ------------- By: Richard J. Cantele, Jr. Its: President STATE OF CONNECTICUT: : ss: June 1, 2009 COUNTY OF LITCHFIELD: ----------------------- ------------ Personally appeared Richard J. Cantele, Jr., President of Salisbury Bank and Trust Company, signer of the foregoing Agreement, and acknowledged the same to be his free act and deed on behalf of himself and Salisbury Bank and Trust Company. ------------------------------ Commissioner of the Superior Court/ Notary Public SALISBURY BANCORP, INC. Date: June 1, 2009 - ------------------------------ ------------- By: Richard J. Cantele, Jr. Its: President STATE OF CONNECTICUT: : ss: June 1, 2009 COUNTY OF LITCHFIELD: ----------------------- ------------ Personally appeared Richard J. Cantele, Jr., President of Salisbury Bancorp, Inc., signer of the foregoing Agreement, and acknowledged the same to be his free act and deed on behalf of himself and Salisbury Bancorp, Inc. ------------------------------ Commissioner of the Superior Court/ Notary Public EXHIBIT A --------- SUMMARY OF BENEFITS Mr. Perotti shall be entitled to receive his retirement benefit pursuant to the Retirement Plans of Salisbury Bank and Trust Company and Salisbury Bancorp, Inc., including the following benefits summarized below. Such summaries are subject to and qualified by the terms of the actual Plan documents: o Benefits vested as of June 8, 2009 under the Profit Sharing Plan. No contributions shall be made after such date. o Benefits vested as of June 8, 2009 under the Defined Contribution Plan (401k). No contributions shall be made after such date. o Benefits vested as of June 8, 2009 under the Defined Benefit Plan (Pension) to be distributed pursuant to the Pension distribution options available at that time. o The Bank agrees to allow Mr. Perotti and Mrs. Shirley Perotti to remain in its group health insurance plan and to provide them coverage under such plan at the same percentage of contribution Mr. Perotti would have paid if he had remained actively employed, to the extent permitted by the plan. Mr. and Mrs. Perotti shall remain eligible for such coverage until Mr. Perotti reaches age 65 and, thereafter, for the period, if any, specified by COBRA. o A group term life insurance policy with a death benefit of $50,000. The premium to be paid by the Bank through Mr. Perotti's 65th birthday. o Benefits pursuant to the Bank-owned Life Insurance Agreement pursuant to the Salisbury Bank and Trust Company Group Term Carve-out Plan with respect to Mr. Perotti dated June 20, 2003, as amended. o Benefits vested pursuant to the SERP Agreement dated June 29, 1994. EXHIBIT B --------- RELEASE For and in consideration of the benefits described in the attached Consulting and Non-Compete Agreement dated June 1, 2009 to which this Release is an Exhibit (collectively, the "Agreement"), Mr. John F. Perotti, for himself, and for his heirs, executors, administrators, successors and assigns, knowingly releases and forever discharges the Bank, its parent corporation, and all of their past, present and future directors, officers, agents and employees, from any and all claims, demands, obligations, damages, liabilities and causes of action, known or unknown, in law or in equity, including but not limited to claims and causes of action for wrongful discharge, tort, defamation, breach of any contract whether express or implied, misrepresentation, breach of the duty of good faith and fair dealing, the negligent or intentional infliction of emotional distress, and causes of action and claims under the Connecticut Workers' Compensation Act, Conn. Gen. Stat. ss.ss. 31-275 et. seq., Title VII of the Civil Rights Act of 1964, 42 U.S.C. ss.ss.2000e et. seq., the Civil Rights Act of 1991, 42 U.S.C. ss.ss. 1981, et. seq., Section 1983 of the Civil Rights Act, 42 U.S.C. ss.1983, the Connecticut Discriminatory Practices Act, Conn. Gen. Stat. ss.ss.46a-58 et. seq., the Americans with Disabilities Act, 42 U.S.C. ss.ss.12101 et. seq., the Age Discrimination in Employment Act, 29 U.S.C. ss.ss.621 et. seq., the Employee Retirement Income Security Act, 29 U.S.C. ss.ss. 1132, et seq., the Family and Medical Leave Act of 1993, 29 U.S.C. ss.ss. 2601 et seq., the Connecticut Family and Medical Leave Act, Conn. Gen. Stat. ss.ss. 31-51kk, et seq., the Fair Credit Reporting Act, 15 U.S.C. ss.ss. 1681, et seq., the Connecticut Whistle Blowers' Act, Conn. Gen. Stat. ss.31-51m, the provisions of the Connecticut General Statutes concerning the payment of wages (Conn. Gen. Stat. ss.ss.31-58 et seq. and Conn. Gen. Stat. ss.ss.31-70 et seq.), the Fair Labor Standards Act, 29 U.S.C. ss.ss.201 et seq., and all other federal, state and local laws, ordinances or regulations, which Mr. Perotti now has or ever had from the beginning of the world to the date of these presents against the Bank or its parent corporation, for any losses, injuries or damages (including but not limited to back pay, liquidated, compensatory or punitive damages, attorneys' fees and litigation costs), resulting from and/or arising out of or in any way connected with Mr. Perotti's employment by the Bank or its parent corporation or his retirement from such employment. This Release does not, in any way, preclude Mr. Perotti from enforcing the provisions of the Agreement, however, in the event that a breach occurs. IN WITNESS WHEREOF, the aforementioned parties, intending to be legally bound hereby, have executed this Agreement on the date(s) set forth below. JOHN F. PEROTTI Date: June 1, 2009 - ------------------------------ ------------- John F. Perotti STATE OF CONNECTICUT: : ss: June 1, 2009 COUNTY OF LITCHFIELD: ----------------------- ------------ Personally appeared John F. Perotti, signer of the foregoing Agreement, and acknowledged the same to be his free act and deed before me. ------------------------------ Commissioner of the Superior Court/ Notary Public SALISBURY BANK AND TRUST COMPANY Date: June 1, 2009 - ------------------------------ ------------- By: Richard J. Cantele, Jr. Its: President STATE OF CONNECTICUT: : ss: June 1, 2009 COUNTY OF LITCHFIELD: ----------------------- ------------ Personally appeared Richard J. Cantele, Jr., President of Salisbury Bank and Trust Company, signer of the foregoing Agreement, and acknowledged the same to be his free act and deed on behalf of himself and Salisbury Bank and Trust Company. ------------------------------ Commissioner of the Superior Court/ Notary Public SALISBURY BANCORP, INC. Date: June 1, 2009 - ------------------------------ ------------- By: Richard J. Cantele, Jr. Its: President STATE OF CONNECTICUT: : ss: June 1, 2009 COUNTY OF LITCHFIELD: ----------------------- ------------ Personally appeared Richard J. Cantele, Jr., President of Salisbury Bancorp, Inc., signer of the foregoing Agreement, and acknowledged the same to be his free act and deed on behalf of himself and Salisbury Bancorp, Inc. ------------------------------ Commissioner of the Superior Court/ Notary Public EX-10.2 3 ex10-2.txt Exhibit 10.2 FIRST AMENDMENT TO THE SALISBURY BANK AND TRUST COMPANY GROUP TERM CARVE-OUT PLAN WITH RESPECT TO JOHN F. PEROTTI This First Amendment (the "Amendment") to the Salisbury Bank and Trust Company Group Term Carve-out Plan (the "Agreement") is made as of June 1, 2009 (the "Effective Date") by and between Salisbury Bank and Trust Company, a Connecticut chartered bank and trust company with its Main Office at 5 Bissell Street, P.O. Box 1868, Lakeville, Connecticut 06039 (the "Company") and John F. Perotti of Sharon, Connecticut (the "Participant"). WHEREAS, the Company and the Participant entered the Agreement on or about June 20, 2003; WHEREAS, the Company and its parent have elected to participate in the Capital Purchase Program of the Troubled Assets Relief Program ("TARP") of the United States Department of the Treasury (the "Treasury"); WHEREAS, the American Recovery and Reinvestment Act of 2009 (the "2009 Act") amended Section 111 of the Emergency Economic Stabilization Act of 2008 (the "2008 Act") to provide that any "TARP recipient [is prohibited from] making any golden parachute payment to [specified] officer[s] and . . . employees of the TARP recipient during the period in which any obligation arising from financial assistance provided under the TARP remains outstanding"; WHEREAS, it is possible that a payment could occur under the Agreement which could be a "golden parachute payment" as defined in Section 111 of the 2009 Act; WHEREAS, the Participant may currently be, or in the future may be, an officer or employee to whom a golden parachute payment may be prohibited under the 2009 Act; and WHEREAS, the Board of Directors of the Company and the Participant agree that is in the best interests of the Company for the Company to fully comply with Section 111 of the 2009 Act. NOW THEREFORE, to further the above-recited corporate objectives and for other good and valuable consideration, the receipt and adequacy of which each party hereby acknowledges the Company and the Participant agree to add Section 9.9 and Section 9.10 to the Agreement as follows: 9.9. Notwithstanding any provision in the Agreement to the contrary, no payment shall be made or any benefit provided pursuant to the Agreement which, if made or provided, as the case may be, would violate applicable provisions of Section 409A of the Internal Revenue Code, the 2008 Act, the 2009 Act or compensation standards or regulations promulgated by the Treasury pursuant thereto. 9.10. Pursuant to Section 2.3 of the Agreement, the Company hereby approves the period commencing June 8, 2009, and continuing until Participant's Normal Retirement Date as "a leave of absence approved by the Company" which shall not constitute Termination of Participant in the Group Term Carve-out Plan so long as Participant serves as a Consultant of the Company during such period. Agreed by and between John F. Perotti and Salisbury Bank and Trust Company. --------------------------------- John F. Perotti, Participant SALISBURY BANK AND TRUST COMPANY --------------------------------- By: Richard J. Cantele, Jr. Its: President EX-99.1 4 ex99-1.txt Exhibit 99.1 Company Press Release Source: Salisbury Bancorp, Inc. Friday, June 5, 2009 Salisbury Contact: John F. Perotti-Chairman and Chief Executive Officer (860) 435-9801 x 1001 or jp@salisburybank.com -------------------- FOR IMMEDIATE RELEASE Salisbury Bancorp, Inc. Announces Plans for Management Succession Lakeville, Connecticut, June 5, 2009/PRNewswire. . . The Board of Directors of Salisbury Bancorp, Inc. (NYSE Alternext US:SAL) (the "Company"), the holding company for Salisbury Bank and Trust Company (the "Bank") announced that effective June 8, 2009, John F. Perotti, Chairman and Chief Executive Officer of the Company and the Bank, will retire as Chairman and Chief Executive Officer of the Company and the Bank. Mr. Perotti's retirement is pursuant to his long-held personal plans, which he has discussed with the Board of Directors for several years. Mr. Perotti selected his retirement date to coincide with the expiration of his term as President of the Connecticut Community Bankers Association (CCBA). Mr. Perotti will continue as a director of the Company and the Bank. Mr. Perotti has been an executive officer of the Company since its formation in 1998 and has been an executive officer of the Bank since 1982. Mr. Perotti came to work at the Bank on May 21, 1973 as a teller. He was soon promoted to Assistant Treasurer in 1975, Assistant Vice President in 1981, Vice President and Treasurer in 1982, Executive Vice President in 1986, Executive Vice President, Treasurer and Chief Administrative Officer in 1987, Executive Vice President and Chief Operating Officer in 1989, President and Chief Executive Officer in 1993 to Chairman and Chief Executive Officer in 2005. In addition, Mr. Perotti serves in leadership roles with a variety of community and professional organizations. Richard J. Cantele, Jr., his successor as Chief Executive Officer, stated, "Mr. Perotti has demonstrated the highest level of integrity, professionalism and commitment throughout his career, not only to the Bank, but to his family". In recognition of his valuable service and contributions, the Governor of the State of Connecticut, M. Jodi Rell, issued a proclamation designating June 8, 2009 as "John F. Perotti Day". Also effective on June 8, 2009, Richard J. Cantele, Jr., who is President and Chief Operating Officer of the Company and the Bank has been appointed to serve as President and Chief Executive Officer of the Company and the Bank. Mr. Cantele has served as an Executive Officer of the Company since 2001 and of the Bank since 1989. Mr. Cantele also serves as a director of the Company and the Bank. Salisbury Bancorp's sole subsidiary, Salisbury Bank and Trust Company, is a community bank. The Company has assets in excess of $500 million and capital in excess of $46 million and has served the communities of northwestern Connecticut and proximate communities in New York and Massachusetts for approximately 150 years. Salisbury Bank and Trust Company is headquartered in Lakeville, Connecticut and operates full service branches in Canaan, Salisbury and Sharon as well as Lakeville, Connecticut, South Egremont and Sheffield, Massachusetts and Dover Plains, New York. The Bank offers a full complement of consumer and business banking products and services as well as trust and wealth advisory services. Statements contained in this news release contain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and expectations of management as well as the assumptions made using information currently available to management. Since these statements reflect the views of management concerning future events, these statements involve risks, uncertainties and assumptions, including among others: changes in market interest rates and general and regional economic conditions; changes in government regulations; changes in accounting principles; and the quality or composition of the loan and investment portfolios and other factors that may be described in the Company's quarterly reports on Form 10-Q and its annual report on Form 10-K, each filed with the Securities and Exchange Commission, which are available at the Securities and Exchange Commission's internet website (www.sec.gov) and to which reference is hereby made. Therefore, ----------- actual future results may differ significantly from results discussed in the forward looking statements. EX-99.2 5 ex99-2.txt Exhibit 99.2 State of Connecticut By Her Excellency M. Jodi Rell, Governor: an Official Statement WHEREAS, the citizens of the State of Connecticut take great pleasure in congratulating John F. Perotti in recognition of his retirement as Chairman and Chief Executive Officer of the Salisbury Bank and Trust Company; and WHEREAS, Mr. Perotti retires after more than 36 years with Salisbury Bank and Trust Company, and many years of service to citizens of the State of Connecticut; and WHEREAS, Mr. Perotti's dedication, enthusiasm and leadership leave the Salisbury Bank and Trust Company ready to meet the challenges ahead and able to better serve its constituents; and WHEREAS, during his tenure at the Salisbury Bank and Trust Company since 1973, Mr. Perotti held the position of director since 1985, and served as Executive Vice President, Treasurer, Chief Operating Officer, and finally as Chairman and Chief Executive Officer; and WHEREAS, in addition to his leadership at the bank, his other community memberships include the Sharon Lion's Club, Housatonic Valley Association Foundation, Partners in Education, 21st Century Committee, Center for Financial Training, Connecticut Banker's Association, and currently President of the Connecticut Community Banker's Association; and WHEREAS, Mr. Perotti has demonstrated the highest level of integrity, professionalism and commitment throughout his career with the bank and willingly gives of his time to improve his community through his service on the Advisory Boards for the Sharon Land Trust and Sharon Healthcare Center; and WHEREAS, the State of Connecticut is proud to have Mr. Perotti as a citizen and is thankful for his tireless efforts to raise the standards of excellence in the State of Connecticut; now THEREFORE, I, M. Jodi Rell, Governor of the State of Connecticut, in recognition of the contributions Mr. Perotti has made to our State, do hereby officially proclaim June 8, 2009, as JOHN F. PEROTTI DAY in the State of Connecticut. I applaud his notable career and wish him the very best for health, happiness and continued success in his retirement. -----END PRIVACY-ENHANCED MESSAGE-----