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): January 28, 2010
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) (Commission File No.) (I.R.S. Employer
of Incorporation) 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 (see General Instruction A.2. below):
[ ] 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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Incentive Award Plan. On January 28, 2010, Berkshire Hills Bancorp, Inc.
(the "Company") adopted the Berkshire Hills Bank Management Incentive
Compensation Plan (the "Plan"). The purpose of the Plan is to advance the
interest of Berkshire Bank, the wholly-owned subsidiary of the Company, and the
Company's shareholders by rewarding certain officers of the Company and
Berkshire Bank, including the Company's named executive officers, for the
accomplishment of certain corporate and individual performance goals. The Plan
consists of an annual incentive award component and a long-term incentive award
component.
The Plan will be administered by the Compensation Committee ("Committee") of the
Company, which shall have the sole discretion to interpret, amend or modify the
Plan, and to set the annual and long-term performance measures for achievement
of the awards granted thereunder.
The annual incentive awards are generally denominated in cash and represent a
percentage of the award recipient's base salary. Long-term incentive awards are
denominated in the Company's shares and will consist of grants of restricted
stock, based on the performance of the award recipient in the prior plan year as
well as additional objectives, such as reinforcing share ownership and/or
retention of key executives, and performance shares, the achievement of which
will be based on the satisfaction of certain pre-determined performance goals
established by the Committee over a predetermined performance period.
Performance shares will vest, if at all, at the end of the predetermined
performance period and restricted stock grants will vest ratably over a
predetermined period of years.
The Plan incorporates a "clawback" provision which provides for the recovery of
awards under certain conditions.
The foregoing description of the Plan is qualified in its entirety by reference
to the Plan. The Plan will be filed as an exhibit to the Company's Annual Report
on Form 10-K.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired: None
(b) Pro Forma Financial Information: None
(c) Shell company transactions: None
(d) Exhibits: None
SIGNATURES
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, hereunto duly authorized.
Berkshire Hills Bancorp, Inc.
DATE: February 2, 2010 By:/s/ Kevin P. Riley
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Kevin P. Riley,
Executive Vice President and Chief
Financial Officer