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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): August 1, 2007
BERKSHIRE HILLS BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-51584 04-3510455
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
24 North Street, Pittsfield, Massachusetts 01201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (413) 443-5601
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Not Applicable
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(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:
[ ] 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))
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ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
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APPOINTMENT OF CERTAIN OFFICERS; COMPENSATION ARRANGEMENTS OF
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CERTAIN OFFICERS
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On August 1, 2007, Berkshire Hills Bancorp, Inc. (the "Company") and its
wholly-owned subsidiary, Berkshire Bank each entered into a change in control
agreement with Kevin P. Riley, Executive Vice President, Chief Financial Officer
and Treasurer of the Company and Berkshire Bank. Each change in control
agreement has a term of thirty-six months and is renewable annually for an
additional year at the sole discretion of the Boards of Directors of the Company
and Berkshire Bank. The change in control agreements provide that if involuntary
termination, other than for cause, or voluntary termination (upon the occurrence
of circumstances specified in the agreements) follows a change in control of the
Company or Berkshire Bank, Mr. Riley will be entitled to receive a severance
payment equal to three times his average annual compensation (as described in
the agreements) for the five most recent taxable years, and Berkshire Bank will
also continue his health and welfare benefits coverage for thirty-six months
following termination. Mr. Riley must comply with a one-year non-competition and
non-disclosure provision following his receipt of severance payments under the
agreements.
Under the Company agreement, Mr. Riley would be entitled to receive a tax
indemnification payment if payments under the change in control agreement
triggered liability under Section 280G of the Internal Revenue Code for the
excise tax applicable to "excess parachute payments." Under applicable law, the
excise tax is triggered by change in control-related payments that equal or
exceed a "base" amount that is three times the executive's average taxable
income over the five years preceding the change in control. The excise tax
equals 20% of the amount of the payment in excess of the executive's base
amount.
Although the Company and Berkshire Bank agreements each provide for
severance payments upon termination in connection with a change in control, Mr.
Riley would not receive any duplicative payments.
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SIGNATURE
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 thereunto duly authorized.
Berkshire Hills Bancorp, Inc.
Date: August 6, 2007 By: /s/ Michael P. Daly
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Michael P. Daly
President and Chief Executive Officer