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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