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): November 20, 2018

CAMBRIDGE BANCORP

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (617) 876-5500 

Not Applicable

(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 Instructions A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On November 20, 2018, Cambridge Bancorp (the “Company”) entered into amended and restated letter agreements with each of Mr. Michael Carotenuto, Mr. Martin Millane, and Ms. Jennifer Pline, (each, an “Executive”) providing for severance benefits in the event a “change in control” or “potential change in control” (each as defined in the Agreements) occurs and the Executive’s employment with Cambridge Trust Company (the “Bank”) subsequently terminates within specified periods thereafter for certain reasons (collectively, the “Agreements”).  In accordance with their terms, the Agreements automatically renew each January 1 following the effective date unless terminated by the Company prior to September 30 of the preceding year, provided however, that if a change in control or potential change in control occurs, the Agreements will continue in effect for a period of twelve months following such change in control or potential change in control, notwithstanding any notice to terminate the Company provided.

Pursuant to the Agreements, if an Executive’s employment is terminated by the Bank without “cause” or the Executive terminates employment for “good reason” (each as defined in the Agreements) within twelve months following a change in control or within certain periods of time following a potential change in control as set forth in the Agreements, the Executive will be entitled to, in addition to any accrued compensation: (i) a severance payment equal to two times the average of the Executive’s highest three consecutive calendar years of annual base salary and annual cash incentive bonus; and (ii) continued participation, for a period of up to one year, in welfare benefit plans in which the Executive participated prior to termination of employment. In the event that the severance payment and benefits provided under the Agreements, together with any other payments the Executive is entitled to receive from the Company or its affiliates, constitute a “parachute payment” within the meaning of Section 280G subject to an excise tax imposed by Section 4999 of the Internal Revenue Code, the Company will reduce the payments, to the minimum extent necessary, if it would put the Executive in a better after-tax position than if such Executive were to pay the excise tax on such payments and benefits.

As a condition to receiving the severance payment described above, the Agreements provide that the Executive will not, for a period of one year following his or her termination from employment, compete either directly or indirectly (other than as a holder of less than 10% of any publicly-traded securities) with the Company and any subsidiary or affiliate of the Company in any city or town in which the Company or such subsidiary or affiliate operates at any time during the term of the Agreements, and any contiguous city or town.

The foregoing description of the Agreements is qualified in its entirety by reference to the Agreements that are attached hereto as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3 of this Current Report on Form 8-K, each of which is incorporated by reference into this Item 5.02.

Item 9.01.Financial Statements and Exhibits.

(d)  Exhibits.

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 thereunto duly authorized.