-----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, A/xi2vFNALzX8A18QKP132HeTkqPEditncolywwgut6T/mole6tN0K3pFoEY5Mz2 mnlZ3uFcc5rB9Du8djnB+Q== 0000943374-08-002001.txt : 20081216 0000943374-08-002001.hdr.sgml : 20081216 20081216165746 ACCESSION NUMBER: 0000943374-08-002001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081215 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081216 DATE AS OF CHANGE: 20081216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERKSHIRE HILLS BANCORP INC CENTRAL INDEX KEY: 0001108134 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 043510455 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51584 FILM NUMBER: 081252864 BUSINESS ADDRESS: STREET 1: 24 NORTH ST. CITY: PITTSFIELD STATE: MA ZIP: 01201 BUSINESS PHONE: 4134435601 MAIL ADDRESS: STREET 1: 24 NORTH ST CITY: PITTSFIELD STATE: MA ZIP: 01201 8-K 1 form8k_farrell-121608.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): December 15, 2008 ----------------- BERKSHIRE HILLS BANCORP, INC. ----------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 0-51584 04-3510455 - ----------------------------- ------------------ ---------------- (State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer of Incorporation) Identification No.) 24 North Street, Pittsfield, Massachusetts 01201 - ------------------------------------------ ----- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (413) 443-5601 -------------- Not Applicable -------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01. Entry into a Material Definitive Agreement. ------------------------------------------ On December 15, 2008, Berkshire Hills Bancorp, Inc. (the "Company"), the holding company of Berkshire Bank, entered into a six month consulting agreement (the "Agreement"), with David B. Farrell, a member of the Board of Directors of the Company (the "Board"). Under the Agreement, Mr. Farrell will provide certain consulting services relating to the wealth management and insurance operations of the Company and its subsidiaries. Under the Agreement, Mr. Farrell will receive a monthly fee of $20,835, and will be eligible to receive a bonus based on successful performance of his consulting duties. The Agreement also provides for a performance review after 90 days. A copy of the Agreement is attached as Exhibit 10.1 hereto, and is incorporated herein by reference. In connection with the execution of the Agreement, Mr. Farrell has resigned as both a member and the Chairperson of the Audit Committee of the Board. Mr. Farrell will continue to serve as a director and has been appointed to the Risk Management Committee of the Board. The Board has appointed director Susan B. Hill to serve as a member of the Audit Committee, and director John B. Davies, a current member of the Audit Committee, has been appointed to serve as the Chairperson of the Audit Committee. Ms. Hill has been designated as the Audit Committee financial expert. Mr. Farrell will assist the Company with brand integration and expansion strategies for its growing insurance and wealth management business lines. These lines contributed 20% of total revenues for the first nine months of 2008. Mr. Farrell was President and Chief Executive Officer of Bob's Stores until his retirement in February, 2008. Bob's Stores is an apparel retailer targeting moderate to upper-middle income shoppers through approximately 35 locations in the Northeastern United States. Mr. Farrell has been a director of the Company since 2005. Item 9.01. Financial Statements and Exhibits --------------------------------- (a) Financial Statements of Businesses Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Shell Company Transactions. Not applicable. (d) Exhibits. Exhibit No. Description ----------- ----------- 10.1 Consulting Agreement between Berkshire Hills Bancorp, Inc. and David B. Farrell, dated December 15, 2008. 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, hereunto duly authorized. Berkshire Hills Bancorp, Inc. DATE: December 16, 2008 By: /s/ Kevin P. Riley -------------------------------- Kevin P. Riley, Executive Vice President and Chief Financial Officer EX-10.1 2 form8k_exh101-121608.txt CONSULTING AGREEMENT BERKSHIRE HILLS BANCORP December 15, 2008 Mr. David B. Farrell 210 Rote Hill Road Sheffield, MA 01257 Dear Dave, I am pleased to outline the details we have discussed for you to begin a consulting arrangement (the "Agreement") with Berkshire Hills Bancorp, Inc. and its subsidiaries (collectively, the "Company") effective December 15, 2008. While in the consulting role, you will be working as an independent contractor and will be ineligible to participate in any benefits available to Berkshire employees. You will, however, be entitled to reimbursement of reasonable expenses. As we discussed, you will need to resign your membership on the Company's Audit Committee and you understand that you may no longer qualify as an "independent" director for three years subsequent to the termination of this Agreement. During the term of this agreement, you will be working with confidential information and trade secrets belonging to the Company. You acknowledge and agree that all such information is confidential and the exclusive property of the Company and agree that you will never disclose to anyone, either directly or indirectly, during the term of this Agreement or at any time thereafter, any confidential information concerning the Company. Six month agreement for consulting; independent contractor status o Performance review in 90 days o $20,835 monthly fee; bill to be submitted for payment o Bonus potential based on successful performance of consulting duties DUTIES Evaluate and gain insight of wealth management and insurance practices, processes, etc. o Assess present state o Analyze success of integration with overall company and brand o Develop tactics and oversee implementation of needed improvements Mr. David B. Farrell December 15, 2008 Page 2 Assess and develop strategy for growth through acquisition for wealth management and insurance divisions o Identify companies that should be considered for acquisition and pursue as warranted o Develop pricing model and execution strategy o Establish criteria for and pipeline of potential acquisition targets Assist in developing leadership competencies for wealth management and insurance leaders o Serve as mentor and coach for leaders in these areas o Support corporate leadership development initiative Periodic review with Chief Executive Officer of impressions and progress with wealth management and insurance divisions Assess potential for global utilization of Six Sigma; develop plan for execution Assist Chief Executive Officer with all aspects of management oversight for wealth management and insurance divisions If the terms of this letter are satisfactory to you, please countersign where indicated below and return a fully executed copy to my attention. I look forward to working with you over the coming months to meet the Company's objectives set forth in this letter. Best Regards, /s/ Michael P. Daly Michael P. Daly President and Chief Executive Officer ACCEPTED: /s/ David Farrell - ----------------------- David Farrell Date: 12-15-08 ----------------- -----END PRIVACY-ENHANCED MESSAGE-----