As filed with the Securities and Exchange Commission
on May 13, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
BROOKLINE BANCORP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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04-3402944
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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131 Clarendon Street, Boston, MA
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02116
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(Address of Principal Executive Offices)
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(Zip Code)
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BROOKLINE BANCORP, INC.
2021 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
Paul A. Perrault
Brookline Bancorp, Inc.
131 Clarendon Street
Boston, MA 02117
(Name and address of agent for service)
(617) 425-4600
(Telephone number, including area code, of agent
for service)
Copy to:
Samantha M. Kirby, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act:
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Large Accelerated Filer
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x
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Accelerated Filer
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¨
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Non-Accelerated Filer
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¨
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Smaller Reporting Company
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¨
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Emerging Growth Company
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¨
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of Securities to be
registered
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Amount to be
registered (1)
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Proposed
maximum
aggregate
offering price
per share
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common Stock, $0.01 par value
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1,750,000
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(2)
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$
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16.49
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(3)
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$
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28,857,500
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(3)
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$
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3,148.35
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(1)
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Pursuant to Rule 416(a) under the Securities Act of
1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock
which may become issuable under the Brookline Bancorp, Inc. 2021 Stock Option and Incentive Plan (the “Plan”) by reason
of any stock splits, stock dividends, recapitalization or any other similar transaction effected without receipt of consideration which
results in an increase in the number of Brookline Bancorp, Inc.’s outstanding shares of common stock.
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(2)
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Represents 1,750,000 of shares of common stock reserved for
future issuance under the Plan.
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(3)
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Estimated pursuant to Rule 457(c) and (h) solely
for purposes of calculating the registration fee. The proposed maximum aggregate offering price per share and proposed maximum
aggregate offering price are based upon the average of the high and low sale prices of Brookline Bancorp, Inc.’s common stock
as reported on the NASDAQ Global Market on May 11, 2021.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Items 1 and 2.
The documents containing the information for the
Brookline Bancorp, Inc. 2021 Stock Option and Incentive Plan (the “Plan”) specified by Part I of this Registration
Statement will be sent or given to the participants in the Plan as specified by Rule 428(b)(1) of the Securities Act of 1933,
as amended (the “Securities Act”). Such documents need not be filed with the Securities and Exchange Commission (the “SEC”)
either as a part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. Such documents and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus for the Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference
into this Registration Statement the following documents filed by it with the Commission:
(a)
The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on February 26, 2021;
(b)
The Registrant’s Current Report on Form 8-K filed on March 10, 2021 and May 13, 2021 (in each case, except
to the extent any portion of any such Current Report on Form 8-K is furnished but not filed);
(c)
The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (filed on May 5, 2021); and
(d)
The description of the Registrant’s Common Stock, par value $0.01 per share, containing the Registrant’s Annual Report on Form 10-K filed with the Commission on February 26, 2021.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of
such documents.
Any statement contained in a document incorporated
or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed
document that also is incorporated or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes
such prior statement. Any statement contained in this Registration Statement shall be deemed to be modified or superseded to the extent
that a statement contained in a subsequently filed document that is or is deemed to be incorporated by reference in this Registration
Statement modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4.
Description of Securities.
Not applicable.
Item 5.
Interests of Named Experts and Counsel.
Not applicable.
Item 6.
Indemnification of Directors and Officers.
Article TENTH of the Certificate of Incorporation
of Brookline Bancorp, Inc. (the “Corporation”) sets forth circumstances under which directors, officers, employees and
agents of the Corporation may be insured or indemnified against liability which they incur in their capacities as such:
TENTH:
A. Each
person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or
was a Director or an Officer of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, employee
or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee
benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity
as a Director, Officer, employee or agent or in any other capacity while serving as a Director, Officer, employee or agent, shall be indemnified
and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred
or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section C hereof with respect
to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation.
B. The
right to indemnification conferred in Section A of this Article TENTH shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”);
provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his
or her capacity as a Director or Officer (and not in any other capacity in which service was or is rendered by such indemnitee, including,
without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter
an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined
by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee
is not entitled to be indemnified for such expenses under this Section or otherwise. The rights to indemnification and to the advancement
of expenses conferred in Sections A and B of this Article TENTH shall be contract rights and such rights shall continue as to an
indemnitee who has ceased to be a Director, Officer, employee or agent and shall inure to the benefit of the indemnitee's heirs, executors
and administrators.
C. If
a claim under Section A or B of this Article TENTH is not paid in full by the Corporation within sixty days after a written
claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable
period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending
such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by
the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Corporation
to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses
upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders)
to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination
by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met
such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or,
in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right
to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses,
under this Article TENTH or otherwise shall be on the Corporation.
D. The
rights to indemnification and to the advancement of expenses conferred in this Article TENTH shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute, the Corporation's Certificate of Incorporation, Bylaws, agreement,
vote of stockholders or disinterested Directors or otherwise.
E. The
Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation
Law.
F. The
Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement
of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article TENTH with respect
to the indemnification and advancement of expenses of Directors and Officers of the Corporation.
Item 7.
Exemption from Registration Claimed.
Not applicable.
Item 8.
Exhibits.
EXHIBIT INDEX
Item 9.
Undertakings.
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1.
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The undersigned Registrant hereby undertakes:
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(a) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus
required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus
any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective Registration Statement.
(iii) To include any material
information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do
not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with
or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference herein.
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering.
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2.
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The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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3.
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Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, Commonwealth of Massachusetts, on the 13th day of May, 2021.
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BROOKLINE BANCORP, INC.
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By:
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/s/ Paul A. Perrault
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Paul A. Perrault
President and Chief Executive Officer
(Principal Executive Officer)
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By:
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/s/ Carl M. Carlson
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Carl M. Carlson
Chief Financial Officer
(Principal Financial Officer)
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned
officers and directors of Brookline Bancorp, Inc., hereby severally constitute Paul A. Perrault and Carl M. Carlson and each of them
singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities
indicated below and in such other capacities as the undersigned may from time to time serve in the future, the registration statement
filed herewith and any and all amendments (including post-effective amendments) to said registration statement (or any registration statement
for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended),
and generally to do all such things in our names and in our capacities as officers and directors to enable Brookline Bancorp, Inc.
to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement
and any and all amendments thereto.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Paul A. Perrault
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President and Chief Executive Officer
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May 13, 2021
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Paul A. Perrault
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(Principal Executive Officer)
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/s/ Carl M. Carlson
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Chief Financial Officer
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May 13, 2021
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Carl M. Carlson
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(Principal Financial Officer)
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/s/ Joseph J. Slotnik
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Chairman
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May 13, 2021
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Joseph J. Slotnik
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/s/ Margaret Boles Fitzgerald
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Director
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May 13, 2021
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Margaret Boles Fitzgerald
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/s/ Bogdan Nowak
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Director
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May 13, 2021
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Bogdan Nowak
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/s/ Joanne Chang
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Director
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May 13, 2021
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Joanne Chang
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/s/ Charles H. Peck
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Director
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May 13, 2021
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Charles H. Peck
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/s/ David C. Chapin
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Director
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May 13, 2021
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David C. Chapin
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/s/ John M. Pereira
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Director
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May 13, 2021
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John M. Pereira
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/s/ John J. Doyle,Jr.
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Director
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May 13, 2021
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John J. Doyle,Jr.
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/s/ Merrill W. Sherman
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Director
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May 13, 2021
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Merrill W. Sherman
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/s/ John A. Hackett
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Director
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May 13, 2021
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John A. Hackett
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/s/ John L. Hall,II
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Director
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May 13, 2021
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John L. Hall,II
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/s/ Peter O. Wilde
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Director
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May 13, 2021
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Peter O. Wilde
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/s/ Thomas J. Hollister
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Director
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May 13, 2021
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Thomas J. Hollister
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Exhibit 10.2
RESTRICTED
STOCK AWARD AGREEMENT
UNDER THE BROOKLINE BANCORP, INC.
2021 STOCK OPTION AND INCENTIVE PLAN
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No. of Shares:
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Grant Date:
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Pursuant to the Brookline Bancorp, Inc. 2021
Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Brookline Bancorp, Inc. (the “Company”)
hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee
shall receive the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above,
subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of
consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee
or such other form of consideration as is acceptable to the Administrator.
1. Award.
The shares of Restricted Stock awarded hereunder shall be issued and held by the Company’s transfer agent in book entry form, and
the Grantee’s name shall be entered as the stockholder of record on the books of the Company. Thereupon, the Grantee shall have
all the rights of a stockholder with respect to such shares, including voting and dividend rights, subject, however, to the restrictions
and conditions specified in Paragraph 2 below. The Grantee shall (i) sign and deliver to the Company a copy of this Award Agreement
and (ii) deliver to the Company a stock power endorsed in blank.
2. Restrictions
and Conditions.
(a) Any
book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Administrator in
its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan.
(b) Shares
of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee
prior to vesting.
(c) Except
as otherwise provided in Paragraph 3 below, if the Grantee’s Service Relationship with the Company and its Subsidiaries is voluntarily
or involuntarily terminated for any reason (including death) prior to vesting of shares of Restricted Stock granted herein, all shares
of Restricted Stock shall immediately and automatically be forfeited and returned to the Company.
3. Vesting
of Restricted Stock. The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates
specified in the following schedule so long as the Grantee remains in a Service Relationship with the Company or a Subsidiary on such
Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect
to the number of shares of Restricted Stock specified as vested on such date.
Incremental Number
of Shares Vested
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Vesting Date(s)1
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[The shares of Restricted Stock awarded hereunder
shall vest on the third anniversary of the Grant Date, based on the Company’s achievement of identified performance-based measures.
[Measures to be described.]]2
Subsequent to such Vesting Date or Dates, the shares
of Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Stock. The Administrator may at any
time accelerate the vesting schedule specified in this Paragraph 3.
Notwithstanding the foregoing, upon the occurrence
of a Change in Control:
(a) Upon
an Involuntary Termination of Service Relationship (or, as to a Non-Employee Director, Termination of Service Relationship) following
a Change in Control, all Awards shall be fully earned and vested immediately; provided, however, that any Awards the vesting of which
is subject to a performance goal will be treated as provided in clause (b) below.
(b) In
the event of a Change in Control, any performance measure attached to an Award shall be deemed satisfied at target as of the date of a
Change in Control.
(c) “Change
in Control” means the occurrence of any one of the following events:
(i) any
“person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) (other than the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding
securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all “affiliates”
and “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person, shall become the “beneficial
owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company
representing 50 percent or more of the combined voting power of the Company’s then outstanding securities having the right to vote
in an election of the Board (“Voting Securities”) (in such case other than as a result of an acquisition of securities directly
from the Company); or
1
For use in time-based awards.
2
For use in performance-based awards.
(ii) the
consummation of (i) any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation
or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the Company
issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), or (ii) any sale or other
transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially
all of the assets of the Company.
Notwithstanding the foregoing, a “Change
in Control” shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition
of securities by the Company that, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number
of shares of Voting Securities beneficially owned by any person to 50 percent or more of the combined voting power of all then outstanding
Voting Securities; provided, however, that if any person referred to in this sentence shall thereafter become the beneficial owner of
any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result
of an acquisition of securities directly from the Company) and immediately thereafter beneficially owns 50 percent or more of the combined
voting power of all then outstanding Voting Securities, then a “Change in Control” shall be deemed to have occurred for purposes
of the foregoing clause (i).
(d) “Involuntary
Termination of Service Relationship” means a termination of a Service Relationship by the Company or Subsidiary (other than a termination
for Cause) or termination of a Service Relationship by Grantee for Good Reason.
(e) “Cause”
means (i) the conviction of the Grantee of a felony or of any lesser criminal offense involving moral turpitude, (ii) the willful
commission by the Grantee of a criminal or other act that, in the judgment of the Administrator, will likely cause substantial economic
damage to the Company or any Subsidiary or substantial injury to the business reputation of the Company or any Subsidiary, (iii) the
commission by the Grantee of an act of fraud in the performance of duties on behalf of the Company or any Subsidiary, (iv) the continuing
willful failure of the Grantee to perform his or her duties to the Company or any Subsidiary (other than any such failure resulting from
his or her incapacity due to physical or mental illness) after written notice thereof or (v) an order of a federal or state regulatory
agency or a court of competent jurisdiction requiring the termination of the participant’s Service with the Company; provided, however,
if the Grantee is party to a written employment agreement (or other similar written agreement) with the Company or a Subsidiary that provides
a definition of Cause, then, for purposes of this Plan, “Cause” shall have the meaning set forth in such agreement.
(f) “Good
Reason” means the occurrence of any of the following events following a Change in Control: (i) the failure of the Company or
Subsidiary to appoint or re-appoint or elect or re-elect the Grantee to the position(s) with the Company or Subsidiary held immediately
prior to the Change in Control, (ii) a material change in the functions, duties or responsibilities of the Grantee compared to those
functions, duties or responsibilities in effect immediately prior to the Change in Control, (iii) any reduction of the rate of the
Grantee’s base salary in effect immediately prior to the Change in Control, (iv) any failure (other than due to reasonable
administrative error that is cured promptly upon notice) to pay any portion of the Grantee’s compensation as and when due, (v) any
change in the terms and conditions of any compensation or benefit program in which the Grantee participated immediately prior to the Change
in Control which, either individually or together with other changes, has a material adverse effect on the aggregate value of the Grantee’s
total compensation package or (vi) a change in the Grantee’s principal place of service, without his or her consent, to a place
that is at least thirty (30) miles further away from the Grantee’s principal residence prior to the Change in Control; provided,
however, if the Grantee is party to a written employment agreement (or other similar written agreement) with the Company or a Subsidiary
that provides a definition of Good Reason, then, for purposes of this Plan, “Good Reason” shall have the meaning set forth
in such agreement.
4. Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Award shall be subject to and governed by all the terms and conditions
of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement
shall have the meaning specified in the Plan, unless a different meaning is specified herein.
5. Transferability.
This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise,
other than by will or the laws of descent and distribution.
6. Tax
Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal
income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and
local taxes required by law to be withheld on account of such taxable event. Except in the case where an election is made pursuant to
Paragraph 8 below, the Company shall have the authority to cause the required minimum tax withholding obligation to be satisfied, in whole
or in part, by withholding from shares of Stock to be issued or released by the transfer agent a number of shares of Stock with an aggregate
Fair Market Value that would satisfy the minimum withholding amount due.
7. Election
Under Section 83(b). The Grantee and the Company hereby agree that the Grantee may, within 30 days following the Grant Date of
this Award, file with the Internal Revenue Service and the Company an election under Section 83(b) of the Internal Revenue Code.
In the event the Grantee makes such an election, he or she agrees to provide a copy of the election to the Company. The Grantee acknowledges
that he or she is responsible for obtaining the advice of his or her tax advisors with regard to the Section 83(b) election
and that he or she is relying solely on such advisors and not on any statements or representations of the Company or any of its agents
with regard to such election.
8. No
Obligation to Continue Service Relationship. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or
this Agreement to continue the Grantee in a Service Relationship and neither the Plan nor this Agreement shall interfere in any way with
the right of the Company or any Subsidiary to terminate the Service Relationship of the Grantee at any time.
9. Integration.
This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and
discussions between the parties concerning such subject matter.
10. Data
Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company,
its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal
or professional data, including but not limited to Social Security or other identification number, home address and telephone number,
date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant
Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer
to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant
Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes
the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall
have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable
law.
11. Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the
Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the
other party in writing.
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BROOKLINE BANCORP, INC.
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By:
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Title:
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The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the
Grantee (including through an online acceptance process) is acceptable.
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Dated:
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Grantee’s Signature
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Grantee’s name and address:
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