Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

On July 29, 2020, the Compensation Committee of the Board of Directors of Salisbury Bancorp, Inc. ("Salisbury"), NASDAQ: "SAL", the holding company for Salisbury Bank and Trust Company (the "Bank"), approved grants of performance-based restricted stock units ("RSUs") to named executive officers ("NEOs") and other key employees under the Company's 2017 Long Term Incentive Plan. The Compensation Committee granted a total of 7,250 RSUs, including 3,500 RSUs to NEOs. Richard J. Cantele, Jr., President and Chief Executive Officer received 1,500 target RSUs; John M. Davies, President of NY Region and Chief Lending Officer received 1,000 target RSUs; and Peter Albero, Executive Vice President and Chief Financial Officer received 1,000 target RSUs. The maximum number of shares deliverable upon vesting of RSUs assuming 150% of the TBV growth target is met or exceeded, will be 10,875.

Each RSU represents the right to receive one share of the Company's common stock upon vesting. The RSUs will cliff vest in their entirety on the third anniversary of the measurement period, provided that certain performance requirements are met and the executive officer remains employed by the Company through the determination date, unless vesting is accelerated due to certain events as outlined in the agreement. The agreement evidencing these RSU awards provides for forfeiture in certain events, such as voluntary or involuntary termination of employment, and for acceleration of vesting in certain events, such as death, disability, retirement or a change in control of the Company. The performance measure for this award is based on the increase in the Company's Tangible Book Value ("TBV") growth as compared to the Company's compensation peer group over the three-year measurement period. The RSUs provide for an adjustment of between 50% and 150% of the target RSU award based on actual TBV growth as compared to the Company's compensation peer group at the end of the measurement period.

The above description of the RSUs is not a complete description of all of the terms and conditions of the awards, and is qualified in its entirety by reference to the full text of the Form of Performance Based Restricted Stock Unit Award Agreement which is attached as Exhibit 10.1 hereto and incorporated herein by reference in its entirety.




Item 9.01    Financial Statement and Exhibits.



(a)    Not Applicable.



(b)    Not Applicable.



(c)    Not Applicable.



(d)    Exhibits.

Exhibit No.    Description

Exhibit 10.1 Form of Performance Award Agreement - Restricted Stock Units

© Edgar Online, source Glimpses