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): January 30, 2015

SALISBURY BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)

Connecticut
000-24751
06-1514263
(State or Other Jurisdiction
of Incorporation)
(Commission File No.)
(I.R.S. Employer
Identification No.)

5 Bissell Street, Lakeville, Connecticut
06039
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code:   860-435-9801

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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)   Amendment to Salisbury Bancorp, Inc. 2015 Phantom Stock Appreciation Unit and Long-Term Incentive Plan .  On January 30, 2015, the Board of Directors of Salisbury Bancorp, Inc. adopted Amendment Number One to the Salisbury Bancorp, Inc. 2015 Phantom Stock Appreciation Unit and Long-term Incentive Plan (the “Plan”), effective as of January 1, 2015, in order to limit the maximum number of phantom stock appreciation units that may be issued as awards in any one plan year to 200,000, provided that grants of phantom stock appreciation units not made within a plan year shall not be carried over from one plan year to another in order to increase the grant limit in any future plan year.

The foregoing description is qualified in its entirety by reference to Amendment Number One to the Plan attached hereto as Exhibit 10.1.

 
 
 


Item 9.01.                       Financial Statements and Exhibits.

(a)
Financial Statements of Businesses Acquired:   None.

(b)
Pro Form Financial Information:   None.

(c)
Shell Company Transaction:   None.

(d)
Exhibits:

Exhibit No.
Description

Exhibit 10.1
Amendment Number One to the Salisbury Bancorp, Inc. 2015 Phantom Stock Appreciation Unit and Long-Term Incentive Plan



 
 
 

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.

   
SALISBURY  BANCORP, INC.
     
     
DATE:  January 30, 2015
By:
  /s/ Richard J. Cantele, Jr.
   
Richard J. Cantele, Jr.
President and
Chief Executive Officer
     

EXHIBIT 10.1
 
SALISBURY BANCORP, INC.
2015 PHANTOM STOCK APPRECIATION UNIT
AND LONG-TERM INCENTIVE PLAN
______________________

Amendment Number One
______________________

THIS AMENDMENT NUMBER ONE (the “Amendment”) to the Salisbury Bancorp, Inc. 2015 Phantom Stock Appreciation Unit and Long-Term Incentive Plan (the “Plan”) is made by Salisbury Bancorp, Inc. (the “Company”) effective as of the 1 st day of January, 2015.
 
WHEREAS , the Board of Directors of the Company (the “Board”) maintains the Plan; and
 
  WHEREAS , the Board desires to amend the Plan in order to limit the maximum number of Phantom Stock Appreciation Units that may be issued in any one Plan Year to 200,000; and

  WHEREAS , the Board further desires to amend the Plan in order to provide that grants of Phantom Stock Appreciation Units not made within a Plan Year shall not be added to or serve to increase the grant limit in any future Plan Year; and

  WHEREAS , Section 6.1 of the Plan authorizes the Board to amend the Plan.

NOW, THEREFORE , Amendment Number One is hereby adopted as follows:
 
1.  
Section 3.1 of the Plan is hereby amended to read as follows:

“ Available Phantom Stock Appreciation Units .  The number of Phantom Stock Appreciation Units available for Award under the Plan shall be Two Million Five Hundred Thousand (2,500,000), subject to adjustment as determined in Section 3.3 .  The maximum number of Phantom Stock Appreciation Units that may be issued as Awards in any Plan Year shall be limited to 200,000, subject to adjustment as determined in Section 3.3 , provided that un-awarded Phantom Stock Appreciation Units in any Plan Year shall not be carried over from one Plan Year to another in order to increase the maximum number of Phantom Stock Appreciation Units in any future Plan Year.”

IN WITNESS WHEREOF , this Amendment has been executed as of the date set forth below.
 
SALISBURY BANCORP, INC.


Date:   January 30, 2015                                                         By: /s/Richard J. Cantele, Jr.          
Print Name: Richard J. Cantele, Jr.
                                                                                                Title: President and Chief Executive Officer