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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers


In connection with the previously disclosed retirement of Mark D. Thompson from Cambridge Bancorp (the "Company") and its wholly-owned subsidiary, Cambridge Trust Company, on December 21, 2020, the Company and Mr. Thompson entered into a Consulting Agreement (the "Consulting Agreement").

As requested by the Company's Chief Executive Officer, and pursuant to the terms of the Consulting Agreement Mr. Thompson will provide consulting and advisory services to the Company from his retirement through December 31, 2021 consisting of (i) service as chairman of the Company's advisory board, (ii) an orderly transition of Mr. Thompson's duties, including the transition of customer, vendor and representative relationships, (iii) service as a brand ambassador and advocate for the Company, (iv) advisory services to the Company's chief executive officer and (v) when applicable, providing client referrals to the Company. As consideration for the service provided pursuant to the Consulting Agreement, Mr. Thompson will receive (1) a cash payment of $465,000 payable over the term of the Consulting Agreement, inclusive of payment for a release of claims Mr. Thompson may have against the Company to be executed at the conclusion of the term of the Consulting Agreement; and (2) continued vesting credit for his time based equity awards until January 31, 2021.

The foregoing is not a complete description of the Consulting Agreement and is qualified in its entirety by reference to the full text of the Consulting Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





  (d)  Exhibits




Exhibit
Number                                  Description
10.1*       Consulting Agreement, dated as of December 21, 2020, by and among
          Cambridge Bancorp and Mark Thompson
          Cover Page Interactive Data File (embedded within the Inline XBRL
104       document)





*Filed herewith





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