Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(c) On January 25, 2023, Berkshire Hills Bancorp, Inc. (the "Company") announced
the hiring of David Rosato, age 61, as Senior Executive Vice President and
Chief Financial Officer of the Company and of Berkshire Bank (the "Bank")
effective February 6, 2023. Prior to his employment with the Company and the
Bank, Mr. Rosato served as Chief Financial Officer of People's United Financial,
Inc. Prior to that, Mr. Rosato served as Treasurer of Webster Financial
Corporation. Mr. Rosato is not a party to any transaction with the Company or
the Bank that would require disclosure under Item 404(a) of Securities and
Exchange Commission Regulation S-K. The full text of the press release is
attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by
reference.
Mr. Rosato's annual base salary will be $500,000.00 and he will participate in
the Berkshire Bank Enhanced Change in Control Severance Plan, which provides
that upon an involuntary termination for a reason other than for cause, death or
disability, or upon a voluntary termination for good reason in connection with
or following a change in control of the Company or the Bank, the executive would
be entitled to: (i) a cash severance payment equal to two times base salary and
cash incentive, plus the annual cash incentive pro-rated through the date of
termination, and (ii) life insurance, non-taxable medical and dental coverage
substantially identical to the coverage maintained for the executive prior to
termination of employment for 24 months following termination of employment,
with the executive paying his share of the premiums. Severance payments will be
reduced to avoid liability under Section 280G of the Internal Revenue Code of
1986, as amended, if necessary. In addition, Mr. Rosato will be eligible to
participate in bonus programs and other benefit plans and arrangements
applicable to executive employees.
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
99.1 News Release dated January 25, 2023
104.1 Cover Page for this Current Report on Form 8-K,
formatted in Inline XBRL
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